OFFERING CIRCULAR STRICTLY CONFIDENTIAL

$425,000,000

STATS ChipPAC Ltd.(Company Registration No. 199407932D)

8.5% Senior Secured Notes due 2020

We are offering $425,000,000 aggregate principal amount of our 8.5% senior secured notes due 2020 (the “Notes”). The Noteswill mature on 24 November 2020. We will pay interest on the Notes on 24 May and 24 November of each year, commencing on24 May 2016.

Prior to 24 November 2018, we may redeem all or part of the Notes at any time by paying a “make-whole” premium plusaccrued and unpaid interest. We may redeem all, but not less than all, of the Notes at any time in the event of certain changesaffecting withholding taxes at 100.0% of their principal amount plus accrued and unpaid interest. At any time on or after24 November 2018, we may redeem all or a part of the Notes at any time at the redemption prices specified under the sectionentitled “Description of Notes — Optional Redemption” plus accrued and unpaid interest. In addition, prior to 24 November 2018,we may redeem up to 35.0% of the Notes with the net proceeds of certain equity offerings. Upon a Change of Control (as definedbelow), we will be required to offer to purchase the Notes at 101.0% of their principal amount plus accrued and unpaid interest.

The Notes will be our senior secured obligations and will rank at least pari passu in right of payment with all of our existingand future senior indebtedness and senior in right of payment to our existing and future subordinated indebtedness. The Notes willbe guaranteed by all of our subsidiaries (except STATS ChipPAC Shanghai Co., Ltd. (“our China subsidiary”) and STATSChipPAC (Thailand) Limited and STATS ChipPAC Services (Thailand) Limited (“our Thai subsidiaries”), with unconditionalguarantees (the “Note Guarantees”) that will be senior to existing and future subordinated debt of those subsidiaries. The Notes andthe Note Guarantees will be secured, subject to certain permitted liens, on an equal and rateable basis with all Senior Debt (asdefined in “Description of Notes”) including any Additional Pari Passu Debt (as defined in “Description of Notes”) under the termsof the Intercreditor Deed (as defined herein) by first priority liens on the Collateral (as defined in “Description of Notes”), whichcomprises shares of certain of our subsidiaries and certain of our and our subsidiaries’ assets. See “Description of Notes — BriefDescription of the Notes, the Note Guarantees and the Security — Security.”

Approval in-principle has been obtained for the listing and quotation of the Notes on the Singapore Exchange SecuritiesTrading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made oropinions expressed or reports contained herein. Approval in-principle for the listing and quotation of the Notes is not to be taken asan indication of the merits of the Notes. Admission to the Official List of the SGX-ST is not to be taken as an indication of themerits of the Notes or our Company. The Notes will be traded on the SGX-ST in a minimum board lot size of $200,000 as long asthe Notes are listed on the SGX-ST.

The Notes have been provisionally rated “BB-” by Standard & Poor’s Ratings Group (“S&P”), “BB” by Fitch Ratings Inc.(“Fitch”) and “B1” by Moody’s Investor Service (“Moody’s”). The ratings do not constitute recommendations to purchase, hold orsell the Notes inasmuch as such ratings do not comment as to market price or suitability for a particular investor. We cannot assureyou that the ratings will remain in effect for any given period or that the ratings will not be revised by such ratings agencies in thefuture if, in their judgment, circumstances so warrant.

Applicable laws may limit the enforceability of the Note Guarantees and the pledge of any Collateral. For more informationregarding the Notes, the Note Guarantees, the Collateral and the Intercreditor Deed, see “Description of Notes,” beginning onpage 175.

Investing in the Notes involves a high degree of risk. See “Risk Factors,” beginning on page 28.

We have not registered the Notes under the Securities Act of 1933, as amended (the “Securities Act”), or the securitieslaws of any other place. The Notes are being offered in the United States only to qualified institutional buyers (within themeaning of Rule 144A under the Securities Act) and to persons outside the United States under Regulation S under theSecurities Act. See “Plan of Distribution” and “Transfer Restrictions” for additional information about eligible offerees andtransfer restrictions.

Issue Price: 100.0%plus accrued interest, if any, from 24 November 2015

The Notes are expected to be delivered to purchasers on or about 24 November 2015.Joint Bookrunners and Joint Lead Managers

Barclays DBS Bank Ltd. INGCo-Manager

First Gulf Bank PJSCThe date of this offering circular is 17 November 2015

INNOVATE • CREATE • DELIVER

TABLE OF CONTENTS

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

The Change of Control and RelatedTransactions . . . . . . . . . . . . . . . . . . . . . . . . . 60

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 67

Exchange Rate Information . . . . . . . . . . . . . . . . 68

Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

Unaudited Pro Forma Combined FinancialStatements . . . . . . . . . . . . . . . . . . . . . . . . . . 71

Selected Historical Consolidated FinancialData . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

Management’s Discussion and Analysis ofFinancial Condition and Results ofOperations . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115

Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 154

Principal Shareholders and Related PartyTransactions . . . . . . . . . . . . . . . . . . . . . . . . . 162

Description of Indebtedness and OtherMaterial Contracts . . . . . . . . . . . . . . . . . . . . . 164

Description of Notes . . . . . . . . . . . . . . . . . . . . . 175

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . 242

Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . 248

Enforcement of Judgments . . . . . . . . . . . . . . . . 251

Validity and Enforceability of the NoteGuarantees and the Security . . . . . . . . . . . . . 254

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 262

Independent Auditor . . . . . . . . . . . . . . . . . . . . . 263

Index to Financial Statements . . . . . . . . . . . . . . F-1

THIS CONFIDENTIAL OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TOSELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY NOTE OFFERED HEREBY BY ANYPERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER,SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NORANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THEREHAS BEEN NO CHANGE IN THE AFFAIRS OF OUR COMPANY OR OUR SUBSIDIARIES ORTHAT THE INFORMATION SET FORTH IN THIS OFFERING CIRCULAR IS CORRECT AS OFANY DATE SUBSEQUENT TO THE DATE HEREOF.

You should rely only on the information contained in this offering circular. Neither we, the initialpurchasers, nor The Bank of New York Mellon as trustee (the “Trustee”), as paying agent and transfer agent(the “Paying Agent”) and as registrar (the “Registrar” and, together with the Paying Agent, collectivelyreferred to as the “Agents”) has authorised any other person to provide you with different information. Ifanyone provides you with different or inconsistent information, you should not rely on it.

Information in this offering circular with respect to Jiangsu Changjiang Electronics Technology Co., Ltd.(“JCET”), JCET-SC (Singapore) Pte. Ltd. ( “JCET-SC”), the National Integrated Circuit Industry InvestmentFund Co., Ltd. (the “IC Fund”), SilTech Semiconductor (Shanghai) Corporation Limited (“SSSC”),Semiconductor Manufacturing International Corporation (“SMIC”), the Consortium (as defined below) andany arrangements described herein between any members of the Consortium has been primarily extracted fromor is based on documents issued by, or on behalf of, JCET-SC in connection with the JCET Offer that are filedwith the SGX-ST. JCET, the IC Fund and SSSC are collectively referred to herein as the “Consortium.”Neither we, the initial purchasers, the Trustee nor the Agents have made any investigation or enquiry withrespect to such publicly available documents and information. Neither we, the initial purchasers, the Trusteenor the Agents make any representation or accept any responsibility with respect to the accuracy,completeness or sufficiency of such information relating to any of JCET, JCET-SC, the IC Fund, SSSC,SMIC, the Consortium and any arrangements described herein between any members of the Consortium. Inparticular, the information provided is primarily extracted from or is based on historical documents issued by,or on behalf of, JCET-SC in connection with the JCET Offer and may have changed.

We are relying on an exemption from registration under the Securities Act for offers and sales ofsecurities in the United States that do not involve a public offering. The Notes offered hereby have not beenregistered under the Securities Act or under any other securities laws. Unless they are registered, the Notesmay be offered only in transactions that are exempt from these securities laws. By purchasing the Notes, you

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will be deemed to have made the acknowledgements, representations, warranties and agreements describedunder the heading “Transfer Restrictions” in this offering circular. You should understand that you may berequired to bear the financial risks of your investment for an indefinite period of time.

This offering circular contains information provided by other sources that we believe are reliable. Wecannot assure you that this information is accurate or complete. This offering circular summarises certaindocuments and other information and we refer you to them for a more complete understanding of what wediscuss in this offering circular. In making an investment decision, you must rely on your own examination ofour Company and the terms of the offering and the Notes, including the merits and risks involved.

We are not making any representation to any purchaser of the Notes regarding the legality of aninvestment in the Notes by such purchaser under any legal investment or similar laws or regulations. Youshould not consider any information in this offering circular to be legal, business or tax advice. You shouldconsult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding aninvestment in the Notes.

This offering circular is highly confidential and has been prepared by us solely for use in connection withthe proposed private placement of the Notes described herein. We and the initial purchasers reserve the rightto reject any offer to purchase, in whole or in part, for any reason, or to sell less than the amount of the Notesoffered hereby. This offering circular is personal to each offeree and does not constitute an offer to any otherperson or to the public generally to subscribe for or otherwise acquire the Notes. Distribution of this offeringcircular to any person other than the offeree and those persons, if any, retained to advise such offeree withrespect thereto is unauthorised, and any disclosure of any of its contents, without prior written consent, isprohibited. This offering circular may not be copied or reproduced in whole or in part. Each prospectivepurchaser, by accepting delivery of this offering circular, agrees to the foregoing. See “Transfer Restrictions.”

You must comply with all laws that apply to you in any place in which you buy, offer or sell any notes orpossess this offering circular. You must also obtain any consents or approvals that you need in order topurchase the Notes. Neither we nor the initial purchasers are responsible for your compliance with these legalrequirements.

The Notes will be issued in fully registered book-entry form and will be represented by one or morepermanent global certificates, deposited with a custodian for, and registered in the name of a nominee of, TheDepository Trust Company (“DTC”) in New York, New York. Beneficial interests in any such global securitywill be shown on, and transfers thereof will be effected only through, records maintained by DTC and itsdirect and indirect participants, and any such interest may not be exchanged for certification notes, except inlimited circumstances described in this offering circular.

The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the“SEC”), any state securities commission in the United States or any other U.S. regulatory authority, nor haveany of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy oradequacy of this offering circular. Any representation to the contrary is a criminal offence in the United States.

IN CONNECTION WITH THIS ISSUE, BARCLAYS BANK PLC, SINGAPORE BRANCH (THE“STABILISING AGENT”) MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAWS ANDREGULATIONS, OVER-ALLOT THE NOTES OR EFFECT TRANSACTIONS WITH A VIEW TOSUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THATWHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THESTABILISING AGENT WILL UNDERTAKE ANY STABILISATION ACTION. ANYSTABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATEPUBLIC DISCLOSURE OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BEENDED AT ANY TIME, BUT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTERTHE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE ALLOTMENT OF THE NOTES.

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NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY ISEFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEWHAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANYDOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION ISAVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OFSTATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, ORRECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. ITIS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONSOF THIS PARAGRAPH.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Our consolidated financial statements are prepared in accordance with Singapore Financial ReportingStandards (“SFRS”), which differ in certain respects from International Financial Reporting Standards(“IFRS”) and generally accepted accounting principles in the United States (“U.S. GAAP”). As a result, ourconsolidated financial statements and reported earnings could be different from those which would be reportedunder IFRS or U.S. GAAP. Such differences may be material. This offering circular does not contain areconciliation of our consolidated financial statements to IFRS or U.S. GAAP nor does it include anyinformation in relation to the differences between SFRS and IFRS or U.S. GAAP. Had our financialstatements and other financial information been prepared in accordance with IFRS or U.S. GAAP, the resultsof operations and financial position may have been materially different. In making an investment decision,investors must rely upon their own examination of our Company, the terms of the offering and the financialinformation. Potential investors should consult their own professional advisors for an understanding of thedifferences between SFRS and IFRS or U.S. GAAP, and how such differences might affect the financialinformation contained herein. See “Risk Factors — Risks Relating to Our Company — The accountingstandards in accordance with which we prepare our financial statements may differ from those used in othercountries.”

This offering circular includes our unaudited pro forma combined statements of operations for the sixmonths ended 28 June 2015 and 29 June 2014 and fiscal year 2014, which give effect to (1) the TaiwanRestructuring, Capital Reduction, Distribution and Perpetual Securities Offering (each as defined herein), and(2) the use of (a) the proceeds from the repayment of the $126.7 million Intercompany Loan (as describedunder “The Change of Control and Related Transactions — Taiwan Restructuring”) to us and (b) $5.7 millionof the $200.0 million of proceeds from the Perpetual Securities Offering to repay $132.4 million of our bankloans that became due and payable upon the Change of Control (as defined herein), as if all of the transactionscontemplated thereby had been completed on 30 December 2013, and our unaudited pro forma combinedstatement of financial position as of 28 June 2015, which gives effect to the foregoing as if they had beencompleted on 28 June 2015. Our unaudited pro forma combined statements of operations and unauditedpro forma combined statement of financial position do not, however, give effect to the Technical ServicesAgreement (as defined herein). See “The Change of Control and Related Transactions” and “UnauditedPro Forma Combined Financial Statements.” References to our results of operations or financial position“pro forma for the Taiwan Restructuring, Capital Reduction, Distribution and Perpetual Securities Offering”or “our pro forma” results of operations or financial statements refer to these pro forma financial statements.

References to “U.S. dollar” or “$” in this offering circular mean United States dollars, the legal currencyof the United States of America. References to “Singapore dollars” or “S$” mean Singapore dollars, the legalcurrency of the Republic of Singapore. References to “South Korean Won” mean Korean Republic Won, thelegal currency of the Republic of Korea. References to “Chinese Renminbi” or “RMB” mean ChineseRenminbi, the legal currency of the People’s Republic of China. References to “Malaysian Ringgit” mean

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Malaysian Ringgit, the legal currency of Malaysia. References to “Thai Baht” mean Thai Baht, the legalcurrency of Thailand. References to “New Taiwan dollar” or “NT$” mean New Taiwan dollars, the legalcurrency of Taiwan. References to “Japanese Yen” mean Japanese Yen, the legal currency of Japan. Theclosing rate appearing on Reuters on 28 June 2015 was S$1.3496 per $1.00 for Singapore dollars, NT$30.9840per $1.00 for New Taiwan dollars and RMB6.2080 per $1.00 for Chinese Renminbi. For your convenience,unless otherwise indicated, certain amounts in these currencies have been translated into U.S. dollars based onthese exchange rates. Certain amounts (including percentage amounts) have been rounded for convenience; asa result, certain figures may not sum to total amounts or equal quotients.

No representation is made that the U.S. dollar, Singapore dollar, South Korean Won, Chinese Renminbi,Malaysian Ringgit, Thai Baht, New Taiwan dollar or Japanese Yen amounts shown in this offering circularcould have been or could be converted at such rate or at any other rate.

References to the “PRC” or “China” are to the People’s Republic of China. References to “Korea” or“South Korea” in this offering circular means the Republic of Korea.

In this offering circular, unless otherwise specified or the context requires, the terms “we,” “our,” and“us” refer to STATS ChipPAC Ltd., a Singapore company, and its consolidated subsidiaries, “our Company”refers to STATS ChipPAC Ltd. and its consolidated subsidiaries or to STATS ChipPAC Ltd. as the contextrequires and “STATS ChipPAC” refers to STATS ChipPAC Ltd.

Prior to the Change of Control, up to and including our fiscal second quarter ended 28 June 2015, our52-53 week fiscal year ended on the Sunday nearest and prior to 31 December and our fiscal quarters ended ona Sunday and were generally thirteen weeks in length. Following the Change of Control, commencing fromthe fiscal third quarter of fiscal year 2015, we adopted a fiscal calendar year with interim fiscal quartersending on 31 March, 30 June, 30 September and 31 December to align with the financial reporting period ofour parent company, JCET. Our first, second and third quarters of 2015 ended on 29 March, 28 June and30 September, respectively. Our first, second and third quarters of 2014 ended on 30 March, 29 June and28 September, respectively and our fourth quarter and fiscal year 2014 ended on 28 December. Our thirdquarter of 2013 ended on 29 September, and our fourth quarter and fiscal year 2013 ended on 29 December.Our fiscal years 2012, 2011 and 2010 ended on 30 December, 25 December and 26 December, respectively.Unless otherwise stated, all years and dates refer to our fiscal years.

This offering circular incorporates by reference the audit report for our consolidated financial statementsas of and for our fiscal year ended 30 December 2012, which appears on page 37 of our annual report for 2012that was uploaded to the SGX-ST on 9 April 2013. No other portion of such annual report is incorporated byreference in this offering circular.

FORWARD-LOOKING STATEMENTS

Certain of the statements in this offering circular are forward-looking statements that are based onmanagement’s current views and assumptions and involve a number of risks and uncertainties which couldcause actual results to differ materially. These include statements regarding our financial condition and resultsof operations, cash flows, financing plans, business strategies, operating efficiencies and synergies, impact ofthe Change of Control Transaction (as defined below) (including potential benefits from synergies with JCET)and the Taiwan Restructuring (as defined below), budget, capacity utilisation, capital and other expenditures,competitive positions, growth opportunities for existing products, benefits from new technology, plans orobjectives of management, outcome of litigation, industry growth, the impact of regulatory initiatives, marketsfor our securities and other statements on underlying assumptions, other than statements of historical fact,including but not limited to those that are identified by the use of words such as “anticipates,” “believes,”“estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will,” “may,” “seeks” and similarexpressions.

These forward-looking statements, wherever they occur in this offering circular, are estimates reflectingthe best judgment of our management. These forward-looking statements involve a number of risks anduncertainties that could cause actual results to differ materially from those suggested by the forward-looking

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statements. Forward-looking statements should, therefore, be considered in light of various important factors,including those set forth in this offering circular.

Factors that could cause actual results to differ include, but are not limited to, general business andeconomic conditions and the state of the semiconductor industry; prevailing market conditions; demand forend-use applications products such as communications equipment, consumer and multi-applications andpersonal computers; decisions by customers to discontinue outsourcing of test and packaging services; level ofcompetition; our reliance on a small group of principal customers; our continued success in technologicalinnovations; pricing pressures, including declines in average selling prices; intellectual property rightsdisputes and litigation; our ability to control operating expenses; our substantial level of indebtedness andaccess to credit markets; potential impairment charges; availability of financing; changes in our product mix;our capacity utilisation; delays in acquiring or installing new equipment; limitations imposed by our financingarrangements which may limit our ability to maintain and grow our business; returns from research anddevelopment investments; changes in customer order patterns; customer credit risks; disruption of ouroperations; shortages in supply of key components and disruption in supply chains; disruption of ouroperations and other difficulties related to the relocation of our China operations; loss of directors, keymanagement or other personnel; defects or malfunctions in our testing equipment or packages; rescheduling orcancelling of customer orders; adverse tax and other financial consequences if the taxing authorities do notagree with our interpretation of the applicable tax laws; our ability to develop and protect our intellectualproperty; changes in environmental laws and regulations; exchange rate fluctuations; regulatory approvals forfurther investments in our subsidiaries; beneficial ownership by JCET of all of our ordinary shares that mayresult in conflicting interests with other holders of our securities; our inability to capture all or any of thebenefits from acquisitions and investments in other companies and businesses or from the acquisition of us byJCET; loss of customers or failure to compete effectively with the Taiwan Entities; labour union problems inSouth Korea; uncertainties of conducting business in China and changes in laws; currency policy and politicalinstability in other countries in Asia; natural calamities and disasters, including outbreaks of epidemics andcommunicable diseases; the delisting of our ordinary shares from the SGX-ST; and other risks described in“Risk Factors.”

All forward looking statements attributable to us or persons acting on our behalf are expressly qualified intheir entirety by the cautionary statements set forth above. You should not unduly rely on such forward-looking statements, which speak only as of the date of this offering circular.

We do not intend, and do not assume any obligation, to update any industry information or forward-looking statements to reflect subsequent events or circumstances. In light of these risks, uncertainties andassumptions, any of the events anticipated in these forward-looking statements might not occur.

AVAILABLE INFORMATION

We have agreed that, for so long as any Notes are “restricted securities” within the meaning ofRule 144(a)(3) under the Securities Act, we will, during any period in which we are neither subject toSection 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor exemptfrom reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of suchrestricted securities or to any prospective purchaser of such restricted securities designated by such holder orbeneficial owner for delivery to such holder, beneficial owner or prospective purchaser, in each case upon therequest of such holder, beneficial owner or prospective purchaser, the information required to be provided byRule 144A(d)(4) under the Securities Act.

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is a limited liability company incorporated under the laws of Singapore. Many of thesubsidiary guarantors are incorporated under the laws of countries other than the United States, includingBarbados, the British Virgin Islands, Malaysia and South Korea. Most of our directors, the directors of thesubsidiary guarantors and our senior management reside outside the United States. In addition, a majority of

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our assets, the assets of the subsidiary guarantors and the assets of those persons are located outside the UnitedStates. As a result, it may be difficult for holders of the Notes to effect service of process within the UnitedStates upon these persons or to enforce in courts outside the United States any judgment obtained in theUnited States against us, the subsidiary guarantors, or any of these persons, including judgments based uponthe civil liability provisions of the laws of the United States, including federal securities laws. In addition, inoriginal actions brought in courts in jurisdictions located outside the United States, it may be difficult forholders of the Notes to enforce liabilities based upon United States federal securities laws. We have beenadvised that judgments of U.S. courts based on the civil liability provisions of the federal securities laws of theUnited States may not be enforceable in Singapore courts. We have also been advised that there is doubt as towhether Singapore, Malaysia and South Korea courts will enter judgments in original actions brought inSingapore, Malaysia, or South Korea courts, respectively, based solely upon the civil liability provisions of thefederal securities laws of the United States.

In addition to the foregoing, a final judgment in respect of the subsidiary guarantees in respect of anylegal suit or proceeding relating to a subsidiary guarantee obtained against a subsidiary guarantor in onejurisdiction may not be enforceable in another jurisdiction without further review of the merits unless thecourts of the jurisdiction in which enforcement is sought are satisfied that certain conditions are met, whichmay include (non-exhaustive) one or more of the following:

• the court that rendered the judgment had jurisdiction over the subject matter according to the laws ofthe court in which enforcement is sought;

• the judgment and the court procedure resulting in the judgment are not contrary to the public policy orpublic order or good morals of the jurisdiction in which enforcement is sought;

• there was proper service of process in the relevant jurisdiction;

• the judgment is final and conclusive. Finality of a default judgment is tested by its effect under the lawof the originating jurisdiction, so that it is necessary to determine the effect of the default judgmentunder foreign law; and

• judgment of the court in which enforcement is sought is recognised in the court rendering the judgmenton a reciprocal basis.

See “Enforcement of Judgments.”

INDUSTRY AND MARKET DATA

This offering circular includes information regarding the semiconductor industry, semiconductorpackaging and test services industry and various markets in which we compete. Where possible, thisinformation is derived from third party sources that we believe are reliable, including Gartner, Inc.(“Gartner”), IC Insights, Inc.: The McLean Report 2015 (“IC Insights”), Yole Développement: Fan-Out andEmbedded Die: Technologies and Market Trends 2015 (“Yole Développement”), IEE Global SemiconductorPatent Scorecard 2014 and International Business Strategies, Inc.: Global Systems IC Industry Service Report:Chinese Electronics and Semiconductor Industry, April 2015 (“IBS”). Certain information is also based onestimates made by our management, based on their industry and market knowledge, which we believe to bereasonable. However, this data is subject to change and cannot be verified with complete certainty due tolimits on the availability and reliability of raw data, the voluntary nature of the data gathering process andother limitations and uncertainties inherent in any statistical survey. As a result, you should be aware thatindustry projections, market share, ranking, retention, turnover and other similar data set forth herein, andestimates and beliefs based on such data, should not be unduly relied upon. We do not have any obligation toannounce or otherwise make publicly available updates or revisions to these forecasts.

The information attributed to Gartner described herein represent data, research opinion or viewpointspublished, as part of a syndicated subscription service, by Gartner, and are not representations of fact. EachGartner report speaks as of its original publication date (and not as of the date of this offering circular) and theopinions expressed in the Gartner reports are subject to change without notice.

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SUMMARY

This summary highlights information contained elsewhere in this offering circular. It is not complete andmay not contain all of the information that you should consider before investing in the Notes. This offeringcircular contains a description of the Notes, as well as information about our business and detailed financialdata. You should read this offering circular in its entirety, including the information presented under theheading “Risk Factors” and the more detailed information in the historical financial statements and relatednotes appearing elsewhere in this offering circular. For a more complete description of our business, see the“Business” section of this offering circular.

Our Company

We are a leading service provider of semiconductor packaging design, bump, probe, assembly, test anddistribution solutions. We have the scale to provide a comprehensive range of semiconductor packaging andtest solutions to a diversified global customer base servicing the computing, communications and consumermarkets. Our services include:

• Advanced packaging and wirebond packaging services: providing advanced integrated circuit (“IC”)packaging technology such as wafer bump, redistribution layer design and fabrication, flip-chipinterconnect, fan-out wafer level package (“FOWLP”) or embedded wafer level ball grid array(“eWLB”), wafer level chip-scale package (“WLCSP”), Through Silicon Via (“TSV”), integratedpassive devices (“IPD”), and wirebond IC packages such as leaded, laminate and memory card tocustomers for a wide variety of electronics applications. As part of our full turnkey packaging services,we offer package design; electrical, mechanical and thermal simulation; measurement and design ofleadframes and laminate substrates; and wafer processing and bumping on 200 millimetre (“mm”) and300mm wafers with options for wafer repassivation, redistribution and IPD layers;

• Test services: including wafer probe and final testing on a diverse selection of test equipment coveringthe major test platforms in the industry. We have expertise in testing a broad variety of semiconductors,especially mixed-signal, radio frequency (“RF”), analog and high-performance digital devices. We alsooffer test-related services such as burn-in process support, reliability testing, thermal and electricalcharacterisation, dry pack, and tape and reel; and

• Pre-production and post-production services: such as package development, test software and relatedhardware development, warehousing and drop shipment services.

In the six months ended 28 June 2015, our net revenues were $718.0 million compared to $775.4 millionin the six months ended 29 June 2014. In 2014, 2013 and 2012, our net revenues were $1,585.8 million,$1,598.5 million and $1,701.5 million, respectively.

In the six months ended 28 June 2015 and the six months ended 29 June 2014, our net loss attributable toshareholders of STATS ChipPAC was $23.6 million and $20.0 million, respectively. In 2014, 2013 and 2012,our net income / (loss) attributable to shareholders of STATS ChipPAC was $(21.8) million, $(47.5) millionand $16.6 million, respectively.

In the six months ended 28 June 2015, 50.7% of our net revenues were derived from advanced packaging,25.7% of our net revenues were derived from wirebond packaging and 23.6% of our net revenues were derivedfrom test services. In 2014, 48.2% of our net revenues were derived from advanced packaging, 29.4% of ournet revenues were derived from wirebond packaging and 22.4% of our net revenues were derived from testservices. In 2013, 46.9% of our net revenues were derived from advanced packaging, 30.8% of our netrevenues were derived from wirebond packaging and 22.3% of our net revenues were derived from testservices. In 2012, 44.7% of our net revenues were derived from advanced packaging, 35.2% of our netrevenues were derived from wirebond packaging and 20.1% of our net revenues were derived from testservices.

We are one of the four leading outsourced semiconductor assembly and test (“OSAT”) companies in theOSAT industry. We are among the leaders in providing advanced packaging technology, such as flip-chip,

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wafer level packaging and services (including TSV mid-end and back-end processes), die and packagestacking, System-in-Package and 3-dimension (“3D”) integration. We are also among the leaders in testingmixed-signal, RF semiconductors or semiconductors combining the use of analog and digital circuits in a chip.Mixed-signal and RF semiconductors are used extensively in fast-growing communications and consumerapplications. We have strong expertise in testing a wide range of high-performance digital devices in System-on-Chip (“SoC”).

We have been successful in attracting new customers with our packaging and test capabilities and thenexpanding our relationship with such customers to provide full turnkey solutions tailored to their individualneeds.

We are headquartered in Singapore and our manufacturing facilities are strategically located in SouthKorea, Singapore and China. We market our services through our direct sales force in the United States, SouthKorea, China, Singapore, Taiwan and Switzerland. With an established presence in the countries wherestrategic semiconductor industries are located, we are in close proximity to the major hubs of wafer fabricationwhich allows us to provide customers with fully-integrated, multi-site, end-to-end packaging and test services.

JCET beneficially owns all of our ordinary shares. JCET is an electronics packaging service provider inChina and has been listed on the Shanghai Stock Exchange since 2003. JCET has five manufacturing facilitiesin Jiangsu and Anhui provinces in China. See “The Change of Control and Related Transactions.”

Our Strengths and Strategy

Our goal is to strengthen our position as a leading global provider of a full range of semiconductorpackaging and test services. The key elements of our strengths and strategy include the following:

Leverage our technology capabilities and leadership position

We focus on being a leader in our industry by developing innovative technologies and collaborating withindustry leaders in strategic partnerships. We are a supplier to a large number of semiconductor industryleaders, many of whom support end customers that are major participants in the evolving technology sector. Inparticular, we have a strong market position in the large, high-growth segments of converged mobile devices(such as smartphones, tablets and other mobile computing devices). Market research indicates that theseconverged segments of the semiconductor market, as well as the industrial and automotive (in particularintegrated infotainment) markets, are poised for strong growth in the medium to long-term. We believe thatour installed manufacturing capacity, which can be configured to support growth for these segments, ourtechnology base and technical capabilities and our broad and diversified customer base will present us withsignificant opportunities to support our growth.

We have focused our development efforts on advanced technologies, including (i) improved eWLBtechnology that utilises innovative fan-out wafer level packaging and higher integration to reduce cost andsize; (ii) development of a manufacturing line that can process multiple silicon wafer diameters, includingwafers of up to 450mm, and produce both fan-in and fan-out wafer level packages on the same manufacturingline; and (iii) development of encapsulated wafer level chip scale package (“eWLCSP™”) which provideshigher quality and lower cost fan-in wafer level packages for space constrained mobile devices and newapplications such as wearable technologies. We have achieved high volume eWLB manufacturing as well ashigher efficiencies and economies of scale via our proprietary FlexLine™ manufacturing process to provide amore cost effective solution, which we believe positions us well to achieve design wins and new productintroductions in the next generation of devices. FlexLine™ is an innovative approach to wafer levelmanufacturing that processes multiple silicon wafer diameters in the same manufacturing line, deliveringflexibility in producing both fan-out and fan-in packages. FlexLine™ also provides the ability to scale adevice to larger panel sizes at a lower cost compared to conventional wafer level packaging methods. Webelieve that these proprietary technologies position us well for any future growth opportunities arising fromevolving end market trends such as mobile convergence, wearable electronics, and the Internet of Things.

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In 2014, we were ranked for the fourth consecutive year among the world’s top 20 semiconductormanufacturing companies in the 2014 Patent Power Scorecard published by IEEE Spectrum, the flagshipmagazine of the Institute of Electrical and Electronics Engineers (“IEEE”), a professional association for theadvancement of technology, and 1790 Analytics, an intellectual property evaluation firm. We were the onlyOSAT service provider ranked among the top 20 companies in the semiconductor manufacturing category. Inaddition, our leadership in innovation is demonstrated by the fact that we had more patents granted andapplications filed with the United States Patent and Trademark Office than any other OSAT provider as of30 June 2015. Of these granted patents, a substantial number were related to advanced wafer level and flip-chip technology. Our strong intellectual property portfolio and research and development teams enable closecollaboration with such industry leaders at the early stages of product development, which we believeenhances our long-term customer loyalty. As of 28 June 2015, we had 239 employees in our research anddevelopment department, which focuses on developing advanced technologies to meet our customers’ needs.

We intend to continue to strengthen our core technical capabilities in advanced technologies and protectour position as an innovator and technology leader to enable us to capture potential opportunities andaccelerate our growth.

Deepen our market penetration in China

We believe that our acquisition by JCET provides us with access to JCET’s broad Asian, and inparticular, growing Chinese customer base, which we have historically not enjoyed because our customer baseto date has been predominantly American and European. We believe this access is timely as growth rates ofthe fabless semiconductor market and the OSAT market in China have significantly exceeded those in otherparts of the world in recent years. The PRC government has in recent years provided funding and promulgatedfavourable policies with a view to encouraging this growth and to aid in the development of internationallycompetitive enterprises across the semiconductor value chain. For example, JCET, the largest electronicspackaging service provider in China by revenue in 2014, has benefited from tax rebates and other governmentconcessions, such as funds provided for research and development.

In addition, we believe that our acquisition by JCET will allow us to provide products across the fullvalue spectrum, which we believe will allow us to widen our customer base. We intend to leverage ouradvanced technology platform and access to JCET’s broader resources and network of strong relationships inChina to meet the growing demand for advanced packaging in China, particularly in the mobile device marketas well as in the analogue, automotive and infotainment market segments. As the mid-tier and entry levelsegments of the mobile device market also continue to grow in China, we expect to broaden our portfoliospectrum and mitigate our exposure to the volatility in the higher-end segment of the mobile device market.

We also expect that our acquisition by JCET will enable us to benefit from research and developmentefficiencies by giving us access to JCET’s research and development resources in wirebonding and othertechnologies, thereby allowing us to continue to focus our investments on advanced packaging and fan outtechnology.

Strengthen our global customer relationships by providing integrated, turnkey solutions

We believe that offering high-quality customer service and an integrated supply chain solution is criticalto attracting and retaining leading semiconductor companies as our customers. We focus on developing anddelivering to our customers semiconductor devices that are designed, packaged, tested and delivered on timeand as specified to any of their global locations. In particular, through our acquisition by JCET, we expect tobroaden and deepen our relationships with global semiconductor companies as we are now well positioned tosupport their plans for expansion into China.

We believe our manufacturing model allows us to better address periodic, product-specific capacityconstraints that negatively affect smaller players. We have implemented IT platforms to enable a high level ofintegration of our customers’ systems within ours, to enable them to obtain real-time information on theirworks-in-progress and thereby facilitate their production planning processes. We intend to continue fostering aservice-oriented and customer-focused environment.

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We have taken a selective and disciplined approach to investment in order to leverage our researchcapabilities and capital resources while aligning our overall development framework with the needs of ourcustomers. Because of the capital-intensive nature of semiconductor packaging and test operations, we believethat many of our customers are looking for turnkey packaging and test solutions. We seek to structure ourcapital investments in a manner that permits us to offer such turnkey services to our customers to leverage onour capabilities, technology and existing equipment base where appropriate so as to maximise the operationalimpact of our investments. We believe we currently offer one of the broadest portfolios of comprehensive end-to-end packaging and test services in the semiconductor industry.

Focus on operational excellence, cost competitiveness and financial discipline

We continually seek out opportunities to streamline our procurement, supply chain management,manufacturing and organisational structure in a way that enables us to maximise cost efficiencies whilemaintaining our excellent operational track record. We have reorganised our product developmentorganisation to increase our focus on the greater China region in order to accelerate revenue growth and takeadvantage of emerging market opportunities. We continually seek to achieve additional supply chainefficiencies through a global approach to materials procurement and the offering of optimised materialssources and specifications for our customers. We intend to leverage JCET’s equipment and materialsprocurement sources, as well as combine JCET’s and our procurement orders where appropriate to improveour procurement efficiency and effectiveness. We also intend to jointly develop new materials processes andjointly evaluate new materials performance with suppliers in order to achieve alternative low cost solutions.

Further, we also seek to maintain a lean manufacturing profile by seeking out labour and overheadefficiencies, deployment of lean manufacturing techniques and improving our responsiveness to customers.For example, we have consolidated our operations into three manufacturing plants, each with the scale tobenefit from operational efficiency. We have also restructured operation of our manufacturing plants todevolve, to a large extent, responsibility for the management of labour and overhead costs to each of thembased on their specific needs and operate them as separate business units.

We also expect to be able to rationalise our capital expenditures and enhance our operational performancewith our acquisition by JCET. For example, we and JCET have established collaboration mechanisms,including the allocation of customer engagements to be serviced by one of ours or JCET’s manufacturingfacilities, depending on the customer’s needs, and vice versa. We believe that these collaboration mechanismsenable us to increase capacity utilisation as well as improve our operational efficiencies. Since we focus onadvanced technologies while JCET focuses on wirebonding and other lower-end and mainstream technologies,our Company and JCET benefit from little overlap between our and JCET’s product offerings and customerbases, which we believe will increase the likelihood of optimising capacity utilisation and improvingoperational efficiencies.

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Corporate Structure

The diagram below summarises our corporate structure. We may, from time to time, make acquisitionsof, or investments in, other companies or businesses. STATS ChipPAC Ltd., the entity at the top of thestructure, will be the issuer of the Notes, with the guarantors of the Notes represented by shaded boxes. OurChina subsidiary and our Thai subsidiaries, although not guarantors of the Notes, will be restrictedsubsidiaries.

STATS ChipPAC Ltd.(Singapore)

STATS ChipPAC(Thailand) Limited

(Thailand)(1)

STATS ChipPAC Services(Thailand) Limited

(Thailand)

STATS ChipPAC, Inc.(Delaware, United States)

STATS ChipPAC (Barbados)Ltd.

(Barbados)

ChipPAC InternationalCompany Limited

(British Virgin Island)

STATS ChipPAC (BVI)Limited

(British Virgin Islands)

STATS ChipPAC Shanghai Co.,Ltd.

(China)

STATS ChipPAC Korea Ltd.(Korea)

100% 100% 100%

100% 100%

100%

100% 100% 99.9% 0.1%

STATS ChipPAC Malaysia Sdn.Bhd.

(Malaysia)(2)

Notes:

(1) Ceased operations in October 2011.

(2) Ceased operations in September 2014.

We were incorporated under the laws of Singapore as a limited liability company on 31 October 1994. Ourregistered office and principal executive offices are located at 10 Ang Mo Kio Street 65, #04-08/09 Techpoint,Singapore 569059, Republic of Singapore, and our telephone and facsimile numbers at that address are(65) 6824-7777 and (65) 6720-7826, respectively. Our website address is www.statschippac.com. Informationcontained on our website does not constitute a part of this offering circular.

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Recent Developments

Change of Control Transaction

On 26 June 2015, JCET-SC, a subsidiary of JCET, announced a voluntary conditional cash offer (the“JCET Offer”) for all the ordinary shares of our Company (excluding shares held by JCET-SC and partiesacting in concert with it) at S$0.46577 per share. The JCET Offer was conditional upon (1) JCET-SC havingreceived valid acceptances of the JCET Offer in respect of more than 50% of the ordinary shares of ourCompany, (2) our Company making the Perpetual Securities Offering described below and (3) the completionof the Taiwan Restructuring, Capital Reduction and Distribution described below.

We made the Perpetual Securities Offering on 16 July 2015 and, following the acceptance of the JCETOffer by Singapore Technologies Semiconductors Pte Ltd (“STSPL”), a wholly-owned subsidiary of TemasekHoldings (Private) Limited (“Temasek”), the first two conditions were satisfied. Temasek, a private limitedcompany incorporated in Singapore, is wholly-owned by the Minister for Finance, a body corporateconstituted by the Minister for Finance (Incorporation) Act (Cap. 183). On 5 August 2015, we completed theTaiwan Restructuring, the Capital Reduction and the Distribution and accordingly, the JCET Offer wasdeclared unconditional in all respects and we became beneficially majority-owned by JCET (the “Change ofControl” and such transaction, the “Change of Control Transaction”). We refer to 5 August 2015, being thedate on which the JCET Offer was declared unconditional in all respects, in this offering circular as theChange of Control Date. The JCET Offer closed on 27 August 2015 and JCET-SC announced that it hadreceived acceptances in respect of 97.26% of our ordinary shares as of that date.

As JCET-SC had acquired more than 90% of our ordinary shares, JCET-SC was entitled, pursuant to theCompanies Act, Chapter 50 of Singapore, to exercise the right to compulsorily acquire all the remainingordinary shares of shareholders who had not accepted the JCET Offer. On 15 October 2015, JCET-SCcompleted the compulsory acquisition of all of our remaining ordinary shares and became our soleshareholder. On 19 October 2015, our ordinary shares were delisted from the Official List of the SGX-ST.

See “The Change of Control and Related Transactions — Change of Control” for more details on theChange of Control Transaction.

Our Capital Reduction and Distribution

Prior to the Capital Reduction and the Distribution, we owned 51.9% of STATS ChipPAC TaiwanSemiconductor Corporation (“STATS Taiwan Semiconductor”) and 100.0% of STATS ChipPAC Taiwan Co.,Ltd. (“STATS Taiwan”), each a Taiwan corporation (collectively, the “Taiwan Entities”). The Taiwan Entitiesfell outside the scope of the JCET Offer. Accordingly, we undertook an internal restructuring described under“The Change of Control and Related Transactions — Taiwan Restructuring” (the “Taiwan Restructuring”) anddistributed our stake in the Taiwan Entities and $15 million in cash to our shareholders by way of a capitalreduction (such capital reduction, the “Capital Reduction” and such distribution, the “Distribution”). TheCapital Reduction and the Distribution were completed on the Change of Control Date, whereupon the TaiwanEntities were fully divested and ceased to form part of our consolidated group.

See “The Change of Control and Related Transactions — Capital Reduction and Distribution” for moredetails on the Taiwan Restructuring, Capital Reduction and Distribution.

Perpetual Securities Offering

On 16 July 2015, we commenced an offering of $200.0 million of our 4% perpetual securities (the“Perpetual Securities” and such offering, the “Perpetual Securities Offering”) to our then shareholders by wayof a non-renounceable rights offering to strengthen our financial position. The Perpetual Securities Offeringclosed on 21 August 2015. STSPL had, subject to certain conditions, undertaken to subscribe for its 83.7%pro rata share of the Perpetual Securities and all other Perpetual Securities not subscribed by our other thenshareholders. Pursuant to the undertaking, STSPL has subscribed for $199.8 million of the PerpetualSecurities. On the Change of Control Date, we issued $167.4 million of the Perpetual Securities subscribed bythat date. We issued the balance $32.6 million of the Perpetual Securities on 21 August 2015.

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The Perpetual Securities constitute our direct, senior and unsecured obligations and rank pari passu withall our other outstanding senior and unsecured and unsubordinated obligations, except our ContractuallySenior Obligations (as defined in “Description of Indebtedness and Other Material Contracts — Description ofCertain Indebtedness and Perpetual Securities — Perpetual Securities”). The Perpetual Securities rank juniorto the Contractually Senior Obligations.

The Perpetual Securities have no maturity date. Under the terms and conditions of the PerpetualSecurities, we may at any time (including upon the occurrence of the Step Up Date or a Step Up Event (asdefined in “Description of Indebtedness and Other Material Contracts — Description of Certain Indebtednessand Perpetual Securities — Perpetual Securities”)) redeem all but not some of the Perpetual Securities at theprincipal amount of the Perpetual Securities plus any accrued but unpaid distributions (the “Perps RedemptionPrice”).

We are subject to certain covenants under the terms and conditions of the Perpetual Securities. The termsand conditions of the Perpetual Securities require us, among others, to use commercially reasonable efforts toredeem the Perpetual Securities at the time of refinancing the Bridge Loan Facility (as defined below),although our failure to effect such redemption would not be a breach of the terms and conditions of thePerpetual Securities nor constitute a Step Up Event (as defined thereunder).

Pursuant to a deed poll undertaking and guarantee (the “Deed Poll Undertaking and Guarantee”) in favourof the holders of the Perpetual Securities, JCET has unconditionally and irrevocably agreed to procure andensure that we exercise our right to redeem all of the Perpetual Securities upon the Step Up Date or a Step UpEvent (that occurs after the Step Up Date). In addition, pursuant to the Deed Poll Undertaking and Guarantee,in the event that we do not redeem all of the Perpetual Securities in accordance with the terms and conditionsof the Perpetual Securities and by the time specified for a redemption in connection with a Step Up Date or aStep Up Event (that occurs after the Step Up Date), each holder of the Perpetual Securities will have the rightto require (i) JCET to purchase all of the Perpetual Securities held by the holder at the Perps Redemption Priceor (ii) JCET, pursuant to a guarantee, to pay to the holder, with respect to the Perpetual Securities held by suchholder, the Perps Redemption Price on our behalf. Jiangsu Xinchao Technology Group Co., Ltd. (“Xinchao”),a substantial shareholder of JCET, has, in turn, unconditionally and irrevocably pursuant to the Deed PollUndertaking and Guarantee, undertaken to procure the performance of, and has guaranteed the obligations andpayments by, JCET under the Deed Poll Undertaking and Guarantee.

In addition, JCET has agreed in a deed of undertaking dated 6 August 2015 with Citicorp InternationalLimited, as common security agent under the Intercreditor Deed (as defined below), for the benefit of holdersof the Notes and certain other senior creditors, to (and to cause us to) cause (1) the Perpetual Securities to beamended so that they become subordinated to certain senior debt of our Company, including the Bridge LoanFacility, the Existing Notes, the Notes, the Take-Out Facilities, certain hedging obligations and other debt aspermitted under the Intercreditor Deed and the indenture governing the Notes, and (2) the holders (or trustee)of the Perpetual Securities to accede to the Intercreditor Deed as unsecured, subordinated creditor(s), in eachcase, within six months of the third anniversary of the first issue date of the Perpetual Securities. The firstissue date of the Perpetual Securities was the Change of Control Date. See “Description of Indebtedness andOther Material Contracts — Description of Certain Indebtedness and Perpetual Securities — PerpetualSecurities” for more details on this deed of undertaking.

We used $5.7 million of the proceeds from the Perpetual Securities Offering, together with proceeds fromthe repayment of the $126.7 million Intercompany Loan to us, to repay $132.4 million of our bank loans thatbecame due and payable upon the Change of Control. We used the balance of $194.3 million remaining fromthe proceeds from the Perpetual Securities Offering, together with borrowings of $538.0 million under theBridge Loan Facility, to fund the Tender Offer and Consent Solicitation (each as defined below) in respect ofthe Existing Notes (as defined below) and the Change of Control Offer (as defined below). See “Description ofIndebtedness and Other Material Contracts — Description of Certain Indebtedness and Perpetual Securities —Perpetual Securities” for more details on the Perpetual Securities.

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Bridge Loan Facility

On 6 August 2015, we entered into a senior bridge loan facility agreement with DBS Bank Ltd. for a loanfacility of up to $890.0 million (as amended by an amendment consent and waiver request letter dated1 October 2015 and as further amended by a deed of amendment dated 17 November 2015, the “Bridge LoanFacility Agreement” and such facility, the “Bridge Loan Facility”). The purpose of the Bridge Loan Facility isto refinance certain of our outstanding debt. We have drawn down $538.0 million from this facility to fund,together with the balance of $194.3 million remaining from the proceeds from the Perpetual SecuritiesOffering, the Tender Offer and Consent Solicitation in respect of our then outstanding $200.0 million of5.375% senior notes due 2016 (the “2016 Notes”) and our then outstanding $611.2 million of 4.5% seniornotes due 2018 (the “2018 Notes” and, together with the 2016 Notes, the “Existing Notes”) and the Change ofControl Offer, each as described below. Pursuant to the deed of amendment dated 17 November 2015, theamount available under the Bridge Facility Agreement has been reduced to $120.0 million, which we may use,together with cash on hand, if necessary, to redeem outstanding Existing Notes.

All amounts borrowed under the Bridge Loan Facility and accrued interest thereon are due on the datefalling six months from the date of the Bridge Loan Facility Agreement, which may (subject to certainrequirements) be extended twice with the second extension’s maturity date falling 12 months from the date ofthe Bridge Loan Facility Agreement. The interest payable will range from 1.50% plus LIBOR (up to andincluding the original maturity date prior to any extensions) to 2.40% plus LIBOR (from the first extension’smaturity date to second extension’s maturity date) per annum. Interest is payable on interest periods elected byus. We are also paying a customary commitment fee from the date of the Bridge Loan Facility Agreement tothe end of the availability period under the Bridge Loan Facility Agreement.

The Bridge Loan Facility is guaranteed by all of our subsidiaries except our China subsidiary and ourThai subsidiaries. The Bridge Loan Facility is also secured by the Initial Collateral (as defined in “Descriptionof Notes”) and will be secured by the Additional Bridge Collateral (as defined in “Description of Notes”). TheInitial Collateral, the Additional Bridge Collateral and the Korea Collateral (as defined in “Description ofNotes”) are collectively defined herein as the “Collateral.” The Collateral will also secure the Notes offered inthis offering, and certain other senior debt, on an equal and rateable basis pursuant to the security sharingarrangements provided in the Intercreditor Deed. For details on the Collateral, see “Description ofNotes — Brief Description of the Notes, the Note Guarantees and the Security — Security.”

We are required to prepay amounts outstanding under the Bridge Loan Facility Agreement with the netproceeds of any debt issuance, equity issuance, disposal of certain assets and any insurance claim, subject tocertain exclusions. Such net proceeds are, pursuant to the terms of the deed of amendment to the Bridge LoanFacility Agreement dated 17 November 2015, required to prepay any amounts borrowed under the facility and,solely with respect to net proceeds under this offering, thereafter be applied to reduce the amount of availablefunds under the Bridge Loan Facility Agreement.

See “Description of Indebtedness and Other Material Contracts — Description of Certain Indebtednessand Perpetual Securities — Bridge Loan Facility” for more details on the Bridge Loan Facility and“Description of Indebtedness and Other Material Contracts — Other Material Contracts — Intercreditor Deed”for more details on the Intercreditor Deed.

Take-Out Facilities

We have entered into a commitment letter (the “Take-Out Commitment Letter”) with DBS Bank Ltd.,Barclays Bank PLC and ING Bank N.V (together, the “MLABs”), dated 4 September 2015, pursuant to whichthe MLABs have agreed, subject to certain conditions, to make available to us up to $500 million in seniorsecured credit facilities comprising a term loan facility (the “Term Loan Facility”) of $425 million and arevolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Take-Out Facilities”) of $75 million, on the terms and conditions set out in a term sheet appended thereto. Weintend to use amounts borrowed under the Take-Out Facilities to refinance a portion of the borrowings underthe Bridge Loan Facility and certain other debt facilities of our Company and certain of our subsidiaries.

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Following the repayment of this indebtedness, we intend to use amounts borrowed under the Revolving CreditFacility for working capital requirements of our Company and our subsidiaries.

The MLABs’ obligation to provide the Take-Out Facilities is subject to the execution of final definitivedocuments by no later than 180 days from the date of the commitment letter (or such later date as agreed bythe parties thereto). Such definitive documents will include conditions customary for financings ofsuch nature.

The conditions precedent to draw down under the Take-Out Facilities will include the successful raisingby us of additional debt financing (which may take the form of either an issuance of new senior secured notesand/or other alternative financing subject to certain conditions as set out in the Take-Out Commitment Letter)in an aggregate amount of at least $400 million. Draw down under the Take-Out Facilities is subject to otherconditions customary for financings of such nature.

The Term Loan Facility will be available for five drawdowns during a period of three months from thedate of execution of the agreement for the Take-Out Facilities (such agreement, the “Take-Out FacilitiesAgreement” and the date of execution of such agreement, the “Agreement Date”). The Revolving CreditFacility will be available for draw down on a revolving basis up to one month prior to the final maturity dateof the Take-Out Facilities. The final maturity date of the Take-Out Facilities will be five years from theAgreement Date (the “Take-Out Maturity Date”).

The Term Loan Facility is repayable in accordance with an amortising repayment schedule commencing15 months from the Agreement Date and the Revolving Credit Facility is repayable on the Take-Out MaturityDate. The interest payable for the Term Loan Facility will be 3.70% (the “Applicable Margin”) plus LIBORper annum. An upfront fee of 3.20% of the total principal amount of the Take-Out Facilities will also bepayable. A commitment fee of 40% of the Applicable Margin will also be payable with respect to theRevolving Credit Facility.

The obligations of our Company under the Take-Out Facilities will be secured and guaranteed by all ofour subsidiaries, except our China subsidiary and our Thai subsidiaries. Further, the obligations of ourCompany under the Take-Out Facilities will be secured by the Collateral, on a pari passu basis, with certainhedging obligations and the Notes.

The foregoing description of the proposed up to $500 million Take-Out Facilities is based upon theTake-Out Commitment Letter and related term sheet. We have not yet negotiated the Take-Out FacilitiesAgreement and related documents, and the final terms of the Take-Out Facilities are subject to final definitivedocumentation. Such documentation may contain terms which are in addition to, or different from, the termsset forth above. See “Description of Indebtedness and Other Material Contracts — Description of CertainIndebtedness and Perpetual Securities — Take-Out Facilities” for more details on the Take-Out Facilities.

Intercreditor Deed

Prior to completion of the Consent Solicitation, each of the indentures governing the Existing Notescontained a limitation on liens covenant that restricted us from granting liens over our assets above andbeyond the permitted liens specified therein, unless we secured the Existing Notes on an equal and rateablebasis. In compliance with these indentures, concurrently with entering into the Bridge Loan FacilityAgreement, on 6 August 2015, STATS ChipPAC and certain of our subsidiaries entered into supplementalindentures and an intercreditor deed (the “Intercreditor Deed”) with DBS Bank Ltd., as facility agent for theBridge Loan Facility, Citicorp International Limited, as common security agent (the “Common SecurityAgent”), and Citibank Korea Inc., as Korean security agent (the “Korean Security Agent”), to effect the grantof equal and rateable security over the Initial Collateral, and the rest of the Collateral as and when available, infavour of holders of the Existing Notes and the lender under the Bridge Loan Facility.

On 7 October 2015, after receipt of the requisite consents from holders of Existing Notes of both seriestendered in the Tender Offer and Consent Solicitation and payment therefor, the rights of holders of theExisting Notes in the Collateral were released.

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The Trustee is expected to accede to the Intercreditor Deed upon the closing of this offering, to effect thegrant of equal and rateable security over the Collateral in favour of holders of the Notes.

See “Description of Indebtedness and Other Material Contracts — Other Material Contracts —Intercreditor Deed” for more details on the security arrangements.

Tender Offer and Consent Solicitation in respect of the Existing Notes

On 4 September 2015, we commenced a cash tender offer pursuant to an offer to purchase and consentsolicitation statement dated 4 September 2015 to repurchase any and all of the Existing Notes (the “TenderOffer”). In conjunction with the Tender Offer, we also solicited consents of holders of the Existing Notes (the“Consent Solicitation”) to release the rights of holders of the Existing Notes in the Initial Collateral and toadopt proposed amendments to the indentures governing the Existing Notes that would eliminate or modifysubstantially all of the restrictive covenants, certain reporting obligations, certain events of default and certainother provisions under the indentures. The purpose of the Tender Offer was to acquire any and all outstandingExisting Notes and the purpose of the Consent Solicitation was to release the rights of holders of the ExistingNotes in the Initial Collateral and to adopt the proposed amendments to eliminate or modify substantially allof the restrictive covenants in the indentures governing the Existing Notes.

Holders of the Existing Notes who tendered prior to the early tender date on 25 September 2015 receivedthe early participation consideration, of $1,012.50 per $1,000 principal amount of the 2016 Notes and the 2018Notes. Holders who tendered on or prior to the early tender date were deemed to have delivered their consentsto release the rights of holders of the Existing Notes in the Initial Collateral and to certain proposedamendments. Holders who tendered after the early tender date but prior to the expiration of the Tender Offerreceived only the tender consideration, which consisted of the early participation consideration minus the earlyparticipation premium of $12.50 per $1,000 principal amount of the 2016 Notes and the 2018 Notes. Holdersalso received accrued interest up to, but not including, the applicable settlement date. The Tender Offerexpired on 9 October 2015 and was completed on 16 October 2015.

We repurchased $663.0 million in principal amount of the Existing Notes (comprising $152.6 million ofthe 2016 Notes, representing 76.3% of the 2016 Notes, and $510.4 million of the 2018 Notes, representing83.5% of the 2018 Notes) for a total consideration (including accrued interest and premium) of $672.4 million(comprising $154.6 million for the 2016 Notes and $517.7 million for the 2018 Notes) in the Tender Offer.We used the balance of $194.3 million remaining from the proceeds from the Perpetual Securities Offering,together with borrowings of $538.0 million under the Bridge Loan Facility, to fund the Tender Offer andConsent Solicitation in respect of the Existing Notes and the Change of Control Offer as described below.

Following completion of the Tender Offer and Change of Control Offer, $115.9 million in principalamount of the Existing Notes (comprising $41.4 million of the 2016 Notes and $74.5 million of the 2018Notes) remain outstanding.

Change of Control Offer

On 4 September 2015, we commenced an offer (the “Change of Control Offer”) pursuant to a notice ofchange of control and offer to purchase dated 4 September 2015 to purchase all outstanding Existing Notes ata purchase price equal to 101.0% of the aggregate principal amount of the Existing Notes repurchased, plusaccrued interest up to, but not including, the date of purchase (the “Change of Control Payment Date”). On theChange of Control Date, we became beneficially majority-owned by JCET, which constituted a Change ofControl as defined in the indentures governing the Existing Notes. Pursuant to the terms of the indenturesgoverning the Existing Notes, we were required to make the Change of Control Offer. The Change of ControlOffer expired on 13 October 2015 and the Change of Control Payment Date was on 16 October 2015.

We repurchased $32.3 million in principal amount of the Existing Notes (comprising $6.0 million of the2016 Notes, representing 3.0% of the 2016 Notes, and $26.3 million of the 2018 Notes, representing 4.3% ofthe 2018 Notes) for a total consideration (including accrued interest and premium) of $32.7 million(comprising $6.1 million for the 2016 Notes and $26.6 million for the 2018 Notes) in the Change of Control

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Offer. We used the balance of $194.3 million remaining from the proceeds from the Perpetual SecuritiesOffering, together with borrowings of $538.0 million under the Bridge Loan Facility, to fund the Change ofControl Offer and the Tender Offer and Consent Solicitation in respect of the Existing Notes as describedabove.

Financial results for three months and nine months ended 30 September 2015

Our unaudited interim consolidated financial statements as of and for the three months and nine monthsended 30 September 2015 and 28 September 2014 are set forth below. Our unaudited interim consolidatedfinancial statements include all adjustments which we consider necessary for a fair presentation of our resultsof operations for these periods. Our unaudited statement of operations for the three months and nine monthsended 30 September 2015 are not necessarily indicative of the results to be expected for any other interimperiod or for the full year.

Following our divestment of the Taiwan Entities on 5 August 2015, we ceased to consolidate the TaiwanEntities in our consolidated financial statements from 5 August 2015. As a result, changes in our operatingresults for the three and nine months ended 30 September 2015 as compared to the three and nine monthsended 28 September 2014 are in part due to the inclusion of the financial results of the Taiwan Entities for thefull period of such interim periods in 2014 and only a partial period until 4 August 2015 for such interimperiods in 2015. Therefore, the period-to-period comparisons of our operating results for such periods may notbe meaningful and you should not use such comparisons to predict our future performance.

Our net revenues for the three months ended 30 September 2015 decreased 22.3% to $313.6 million from$403.8 million for the three months ended 30 September 2014 primarily due to continued weakness in thesemiconductor industry with reduced demand, particularly for smartphones in emerging markets and inventorycorrection by our customers. The Taiwan Entities contributed $7.2 million and $37.7 million to our netrevenues in the three months ended 30 September 2015 and 30 September 2014, respectively.

Our cost of revenues for the three months ended 30 September 2015 decreased 17.3% to $294.1 millionfrom $355.9 million for the three months ended 30 September 2014 as a result of reduced net revenues. Thecost of revenues attributable to the Taiwan Entities in the three months ended 30 September 2015 and30 September 2014 was $8.7 million and $27.8 million, respectively.

We recorded a charge to net income in the three months ended 30 September 2015 relating to the TenderOffer and Consent Solicitation and the Change of Control Offer in respect of the Existing Notes. The totalcharge was $32.2 million, comprising a charge of $14.0 million relating to the premium that was paid relatingto the Tender Offer and Consent Solicitation and the Change of Control Offer and a non-cash charge of$18.2 million relating to the write-off of debt issuance cost in connection with the Existing Notes. We alsoincurred additional expenses, such as professional fees and other administrative expenses, of $16.2 millionrelating to the Change of Control in the three months ended 30 September 2015. The additional expenses of$16.2 million relating to the Change of Control were primarily classified under other non-operating netexpenses and selling, general and administrative expenses.

Our net loss attributable to STATS ChipPAC Ltd. for the three months ended 30 September 2015increased to $71.2 million from $5.3 million for the three months ended 30 September 2014, primarily as aresult of the tender offer expenses, write-offs of debt issuance costs and expenses incurred as a result of theChange of Control Offer in the three months ended 30 September 2015 discussed above. The net lossattributable to the Taiwan Entities in the three months ended 30 September 2015 was $1.9 million. The netprofit attributable to the Taiwan Entities in the three months ended 30 September 2014 was $4.4 million.

11

Unaudited Consolidated Income Statement and Unaudited Statement of Comprehensive Income

Three Months Ended Nine Months Ended30 September

201528 September

201430 September

201528 September

2014Unaudited

(In thousands)Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 313,633 $ 403,772 $1,031,586 $ 1,179,160Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (294,063) (355,933) (940,124) (1,044,751)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,570 47,839 91,462 134,409

Operating expenses:Selling, general and administrative . . . . . . . . . . . . . . . . . 23,403 23,554 68,570 72,804Research and development . . . . . . . . . . . . . . . . . . . . . . . . 9,038 9,590 26,371 30,273Equipment impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,452 — 3,713Tender offer expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,039 — 14,039 —Write-off of debt issuance costs . . . . . . . . . . . . . . . . . . . . 18,208 — 18,208 —

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,688 34,596 127,188 106,790

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (45,118) 13,243 (35,726) 27,619

Other income (expenses), net:Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 283 380 1,105 1,330Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,859) (12,881) (41,461) (37,932)Foreign currency exchange gain (loss) . . . . . . . . . . . . . . . (610) 62 (2,515) (495)Other non-operating income (expenses), net . . . . . . . . . . (10,417) 77 (15,664) 238

Total other expenses, net . . . . . . . . . . . . . . . . . . . . . . . (23,603) (12,362) (58,535) (36,859)

Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . (68,721) 881 (94,261) (9,240)Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . (1,524) (3,723) 3,031 (9,934)

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (70,245) (2,842) (91,230) (19,174)Less: Net (income) loss attributable to:

Holders of perpetual securities . . . . . . . . . . . . . . . . . . . . . (1,333) — (1,333) —Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . 373 (2,449) (2,209) (6,106)

Net income (loss) attributable to STATS ChipPAC Ltd. . . . $ (71,205) $ (5,291) $ (94,772) $ (25,280)

Three Months Ended Nine Months Ended30 September

201528 September

201430 September

201528 September

2014Unaudited

(In thousands)Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(70,245) $(2,842) $(91,230) $(19,174)Other comprehensive income (loss):Cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,811) (127) 230 (865)Foreign currency translation adjustment . . . . . . . . . . . . . . . . (5,306) (846) (1,840) (1,255)Comprehensive income (loss), net of tax . . . . . . . . . . . . . . . (7,117) (973) (1,610) (2,120)Total comprehensive income (loss), net of tax . . . . . . . . . . . $(77,362) $(3,815) $(92,840) $(21,294)

Comprehensive income (loss), net of tax attributable to:STATS ChipPAC Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (77,229) (5,799) (96,914) (26,957)Holders of perpetual securities . . . . . . . . . . . . . . . . . . . . . . . 1,333 — 1,333 —Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,466) 1,984 2,741 5,663

$(77,362) $(3,815) $(92,840) $(21,294)

Three Months Ended Nine Months Ended30 September

201528 September

201430 September

201528 September

2014Unaudited

(In thousands)Non-GAAP Financial Data:Adjusted EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $67,767 $90,213 $224,050 $256,701

12

Note:

(1) Adjusted EBITDA represents EBITDA plus (i) acquisition related costs, (ii) asset impairment, (iii) tenderoffer expenses and (iv) write-off of debt issuance cost. EBITDA represents net income (loss) attributableto STATS ChipPAC plus (i) income tax expense (benefit), (ii) interest (income) expense, net, and(iii) depreciation and amortisation, excluding amortisation of debt issuance cost. The following tablereconciles net income (loss) attributable to STATS ChipPAC to EBITDA and Adjusted EBITDA:

Three Months Ended Nine Months Ended30 September

201528 September

201430 September

201528 September

2014

Net income (loss) attributable to STATS ChipPAC . . . . $(69,872) $ (5,291) $ (93,439) $ (25,280)Plus:Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . 1,524 3,723 (3,031) 9,934Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,576 12,501 40,356 36,602Depreciation and amortisation, excluding amortisation

of debt issuance cost . . . . . . . . . . . . . . . . . . . . . . . . . . 74,843 77,828 231,468 231,732

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,071 $88,761 $175,354 $252,998

Plus:Acquisition related costs . . . . . . . . . . . . . . . . . . . . . . . . . 16,449 — 16,449 —Asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,452 — 3,713Tender offer expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,039 — 14,039 —Write-off of debt issuance cost . . . . . . . . . . . . . . . . . . . . 18,208 — 18,208 —

Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 67,767 $90,213 $224,050 $256,701

EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by othercompanies due to potential inconsistencies in the method of calculation. We have included EBITDAbecause we believe it is an indicative measure of our operating performance and is used by investors andanalysts to evaluate companies in our industry. We have also included Adjusted EBITDA because webelieve it is a more indicative measure of our baseline performance as it excludes certain charges that ourmanagement considers to be outside of our core operating results. EBITDA and Adjusted EBITDA shouldbe considered in addition to, not as a substitute for, operating income, net income, cash flows fromoperating activities and other measures of financial performance and liquidity reported in accordance withSFRS.

13

Unaudited Consolidated Statement of Financial Position

30 September2015

28 December2014

Unaudited(In thousands)

ASSETSCurrent assets:Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 262,047 $ 117,456Short-term bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 66,054Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184,550 238,684Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,088 29,479Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,599 73,232Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,373 11,373Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,689 20,192Short-term amounts due from related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 —Short-term amounts due from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 589,400 556,470Non-current assets:Long-term bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,110 1,659Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,308,395 1,637,195Investment in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,999 33,617Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 380,166 381,487Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 100Prepaid expenses and other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,133 3,306

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,743,803 2,057,364

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,333,203 $2,613,834

LIABILITIESCurrent liabilities:Accounts and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 156,868 $ 198,076Payables related to property, plant and equipment purchases . . . . . . . . . . . . . . . . . . . 46,397 95,592Accrued operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91,675 107,312Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,498 12,327Short-term bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 782,539 212,597Short-term amounts due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,670 31Short-term amounts due to subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,085,647 625,935Non-current liabilities:Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 281,821 990,688Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,721 38,689Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,986 16,079

Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 326,528 1,045,456

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,412,175 1,671,391

EQUITYShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 784,546 873,666Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (48,909) 29,683Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,942) (13,800)

Equity attributable to equity holders of STATS ChipPAC Ltd. . . . . . . . . . . . . . . 719,695 889,549Perpetual securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201,333 —Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 52,894

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 921,028 942,443

Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,333,203 $2,613,834

14

Unaudited Consolidated Statement of Cash Flows

Three Months Ended Nine Months Ended30 September

201528 September

201430 September

201528 September

2014Unaudited

(In thousands)Cash Flows From Operating ActivitiesNet income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (70,245) $ (2,842) $ (91,230) $ (19,174)Adjustments to reconcile net income to net cash

provided by operating activities:Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . 1,524 3,723 (3,031) 9,934Depreciation and amortisation . . . . . . . . . . . . . . . . 74,842 77,828 231,468 231,732Gain on sale of property, plant and equipment . . . (113) (980) (54) (2,185)Asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,452 — 3,713Tender offer expenses . . . . . . . . . . . . . . . . . . . . . . 14,039 — 14,039 —Write-off of debt issuance costs . . . . . . . . . . . . . . . 18,208 — 18,208 —Foreign currency exchange (gain) loss . . . . . . . . . . (2,050) 335 (1,322) 210Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . (283) (380) (1,105) (1,330)Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,859 12,881 41,461 37,932Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 (1,338) 195 (1,715)

Changes in operating working capital:Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . 11,578 6,217 39,161 8,713Amounts due from related parties . . . . . . . . . . . . . (2,017) — (2,017) —Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,126 2,161 16,124 (6,833)Other receivables, prepaid expenses and other

assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107,117 (2,643) 136,253 (22,196)Accounts payable, accrued operating expenses and

other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,070) (1,014) (54,772) 19,101Amounts due to related parties . . . . . . . . . . . . . . . . 2,610 (187) 2,640 (71)Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,427) (4,400) (7,412) (14,700)

Net cash provided by operating activities . . . . . . . . . 167,715 90,813 338,606 243,131Cash Flows From Investing ActivitiesProceeds from maturity of bank deposits . . . . . . . . . . 18,316 36,374 86,809 74,826Purchases of bank deposits . . . . . . . . . . . . . . . . . . . . . (12,853) (41,027) (66,693) (83,765)Acquisition of intangible assets . . . . . . . . . . . . . . . . . (1,281) (1,122) (3,629) (4,131)Purchases of property, plant and equipment . . . . . . . (56,082) (149,391) (191,741) (428,233)Disposal of subsidiaries, net of cash disposed . . . . . . (48,706) — (48,706) —Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 172 1,380 729Proceeds from sale of property, plant and equipment

and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,096 3,012 5,454 4,494Net cash used in investing activities . . . . . . . . . . . . . (97,439) (151,982) (217,126) (436,080)Cash Flows From Financing ActivitiesRepayment of short-term debts . . . . . . . . . . . . . . . . . (132,500) (76,000) (284,000) (121,000)Proceeds from bank borrowings . . . . . . . . . . . . . . . . . — 147,337 123,872 341,445Proceeds from issuance of perpetual securities . . . . . 200,000 — 200,000 —Distribution to non-controlling interest in

subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (5,383) (4,535) (5,383)Government compensation and grants received . . . . . — — 49,347 686Capital reduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,000) — (15,000) —Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22,730) (16,106) (46,633) (36,356)Decrease in restricted cash . . . . . . . . . . . . . . . . . . . . . — — — —Net cash provided by (used in) financing

activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,770 49,848 23,051 179,392Net increase (decrease) in cash and cash

equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,046 (11,321) 144,531 (13,557)Effect of exchange rate changes on cash and cash

equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 38 60 30Cash and cash equivalents at beginning of the

period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161,956 126,892 117,456 129,136Cash and cash equivalents at end of the period . . . . . $ 262,047 $ 115,609 $ 262,047 $ 115,609

15

The Offering

The following summary of the offering contains basic information about the Notes, the Note Guaranteesand the Collateral. It is not intended to be complete and is subject to important limitations and exceptions.Terms used in this summary and not otherwise defined shall have the meanings given to them in “Descriptionof Notes.” For a more complete understanding of the Notes, the Note Guarantees and the Collateral, pleaserefer to “Description of Notes” herein.

Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . STATS ChipPAC Ltd., a corporation organised under the laws ofthe Republic of Singapore.

Notes offered . . . . . . . . . . . . . . . . . . . . . . $425,000,000 aggregate principal amount of 8.5% senior securednotes due 2020 (the “Notes”).

Maturity Date . . . . . . . . . . . . . . . . . . . . . 24 November 2020.

Interest rate . . . . . . . . . . . . . . . . . . . . . . . 8.5% per year (calculated using a 360-day year).

Interest payment dates . . . . . . . . . . . . . . 24 May and 24 November of each year, beginning on 24 May 2016.The first payment of interest, to be made on 24 May 2016, will be inrespect of the period from 24 November 2015 to 24 May 2016.

Note Guarantees . . . . . . . . . . . . . . . . . . . All payments in connection with the Notes, including principal andinterest, will be unconditionally guaranteed, on a senior securedbasis, by all of our existing subsidiaries (except our Chinasubsidiary and our Thai subsidiaries) and our future restrictedsubsidiaries (except where prohibited by local law). The NoteGuarantees may be released under certain circumstances.

Ranking . . . . . . . . . . . . . . . . . . . . . . . . . . The Notes will be:

• general senior obligations of STATS ChipPAC;

• at least pari passu in right of payment with all of our existing andfuture senior debt;

• secured on an equal and rateable basis with all Senior Debtincluding any Additional Pari Passu Debt under the terms of theIntercreditor Deed by first priority Liens on the Collateral (subjectto Permitted Liens);

• senior in right of payment to all of our existing and future debtthat expressly provides that it is subordinated to the Notes;

• unconditionally guaranteed by the guarantors on a seniorbasis; and

• effectively subordinated to our existing and future secured debtthat is secured by assets other than the Collateral, to the extent ofthe value of such assets.

The Note Guarantee of a guarantor will be:

• a general senior obligation of such guarantor;

• at least pari passu in right of payment with all of the existing andfuture senior debt of such guarantor;

• secured as set forth in “Description of Notes — Brief Descriptionof the Notes, the Note Guarantees and the Security — Security”;

16

• senior in right of payment to all existing and future obligations ofsuch guarantor that expressly provides that it is subordinated tothe Note Guarantee; and

• effectively subordinated to such guarantor’s existing and futuresecured debt that is secured by assets other than the Collateral, tothe extent of the value of such assets.

As of 30 September 2015, after giving effect to (1) the completionof the Tender Offer, Consent Solicitation and Change of ControlOffer and borrowings of $538.0 million from the Bridge LoanFacility (together with the balance of $194.3 million remaining fromthe proceeds from the Perpetual Securities Offering) to fund theTender Offer, Consent Solicitation and Change of Control Offer inOctober 2015, and (2) the issuance of the Notes offered in thisoffering and the use of the net proceeds therefrom, to repay$411.0 million of our borrowings outstanding under the BridgeLoan Facility:

• STATS ChipPAC, at the parent company level, would have hadoutstanding $390.7 million of senior unsecured debt and PerpetualSecurities and $552.1 million of senior secured debt;

• our subsidiaries that will guarantee the Notes would have hadoutstanding $68.4 million of senior unsecured debt and $110.0million of outstanding senior secured debt; and

• our subsidiaries that will not guarantee the Notes would have hadno outstanding senior unsecured debt and no outstanding seniorsecured debt.

See “Use of Proceeds” and “Capitalisation.”

Security . . . . . . . . . . . . . . . . . . . . . . . . . . Our obligations and the obligations of the guarantors under theNotes, the Note Guarantees and the indenture are secured (subject tothe Intercreditor Deed) by the Collateral, which shall initiallyconsist of:

• pledges over all present and future shares of our subsidiaries,excluding our China subsidiary;

• fixed and floating charge debentures over substantially all of ourand our subsidiaries’ assets other than our China subsidiary, ourThai subsidiaries, STATS ChipPAC Korea Ltd. and STATSChipPAC, Inc.;

• a pledge over substantially all of the assets of STATS ChipPAC,Inc.;

• a mortgage over certain real property in Singapore; and

• pledges over certain bank accounts.

See “Description of Notes — Security.”

Intercreditor Deed . . . . . . . . . . . . . . . . . . The Collateral securing the Notes and the Note Guarantees will alsoserve as collateral to secure the obligations of STATS ChipPAC andthe guarantors under other Senior Debt, including the Bridge LoanFacility, the Take-Out Facilities (if and when executed), certain

17

hedging debt and any other Additional Pari Passu Debt. Inconnection with this offering, the Trustee will accede to theIntercreditor Deed that has been entered into among STATSChipPAC, the guarantors, the Bridge Loan Facility Agent, theCommon Security Agent, the Korean Security Agent and theExisting Trustee. The Intercreditor Deed provides, among otherthings, (i) that Senior Creditors that enter into the Intercreditor Deedshall share equal priority and pro rata entitlement in and to theCollateral, (ii) the conditions under which the Senior Creditors willconsent to the granting of any lien on such Collateral, (iii) that theCollateral may be released only in accordance with the terms of theSenior Finance Documents and (iv) the conditions under which theSenior Creditors will enforce their rights with respect to suchCollateral and the Senior Debt secured thereby. For moreinformation on the material terms of the Intercreditor Deed, see“Description of Notes — Security — Intercreditor Deed” and“Description of Indebtedness and Other Material Contracts — OtherMaterial Contracts — Intercreditor Deed.”

Optional redemption . . . . . . . . . . . . . . . . Prior to 24 November 2018, we may redeem all or part of the Notesat any time by paying a “make-whole” premium plus accrued andunpaid interest.

At any time on or after 24 November 2018, we may redeem all or apart of the Notes at any time at the redemption prices specifiedunder the caption entitled “Description of Notes — OptionalRedemption” plus accrued and unpaid interest.

At any time (which may be more than once) prior to 24 November2018, we can choose to redeem up to 35.0% of the aggregateprincipal amount of Notes issued under the indenture at aredemption price of 108.5% of the principal amount, plus accruedand unpaid interest, with money that we raise in one or more equityofferings, as long as:

• at least 65.0% of the aggregate principal amount of Notesoriginally issued under the indenture (excluding notes held by usand our affiliates) remains outstanding immediately after theoccurrence of such redemption; and

• the redemption occurs within 90 days of the date of the closing ofsuch sale of equity interests.

We may also redeem the Notes in whole, but not in part, at anytime, upon giving proper notice, if changes in the laws orregulations (or changes in the interpretation of existing laws orregulations) in relevant jurisdictions impose certain withholdingtaxes on amounts payable on the Notes. If we decide to do this, wemust pay you a price equal to the principal amount of the Notes,plus accrued and unpaid interest. See “Description of Notes —Redemption Upon Changes in Withholding Taxes.”

Withholding tax; AdditionalAmounts . . . . . . . . . . . . . . . . . . . . . . . Payments with respect to the Notes or under the Note Guarantees

will be made without withholding or deduction for taxes imposed bythe jurisdictions in which STATS ChipPAC, any successor or anyguarantor of the Notes are organised or resident for tax purposes, or

18

through which payment is made, except as required by law. Wheresuch withholding or deduction is required by law, STATSChipPAC, any successor or any guarantor will make such deductionor withholding and will, subject to certain exceptions, pay suchadditional amounts as will result in receipt by the Holder of suchamounts as would have been received by such Holder had no suchwithholding or deduction been required. See “Description of Notes— Additional Amounts.”

Change of control . . . . . . . . . . . . . . . . . . If we experience a Change of Control, we will be required to makean offer to repurchase the Notes at a price equal to 101.0% of theprincipal amount plus accrued and unpaid interest, if any, to the dateof repurchase. For more detailed information, see “Description ofNotes — Repurchase at the Option of Holders — Change ofControl.”

Asset sales . . . . . . . . . . . . . . . . . . . . . . . . Upon the consummation of an asset sale by us or any of ourrestricted subsidiaries, we generally must invest the net cashproceeds from such sales in our, or our restricted subsidiary’s,business within a period of time, prepay senior debt or make anoffer to purchase a principal amount of the Notes and otherindebtedness that is pari passu with the Notes with the excess cashproceeds. The purchase price of the Notes will be 100.0% of theirprincipal amount, plus accrued interest. For more detailedinformation, see “Description of Notes — Repurchase at the Optionof Holders — Asset Sales.”

Covenants . . . . . . . . . . . . . . . . . . . . . . . . We will issue the Notes under an indenture with The Bank of NewYork Mellon, as Trustee. The indenture will, among other things,restrict our ability and the ability of our restricted subsidiaries to:

• incur additional indebtedness and issue certain preferred stock;

• pay dividends, repurchase stock, prepay subordinated debt andmake investments and other restricted payments;

• create or incur liens;

• create restrictions on the ability of our subsidiaries to paydividends or make other payments;

• enter into transactions with affiliates;

• enter into sale and leaseback transactions; and

• sell assets or merge with or into other companies.

These covenants are subject to important exceptions which aredescribed in the section entitled “Description of Notes — CertainCovenants.”

Transfer restrictions . . . . . . . . . . . . . . . . The Notes have not been registered under the Securities Act, or anysecurities laws of any other place. The Notes are subject to certainrestrictions on transfer and may only be offered or sold intransactions exempt from or not subject to the registrationrequirements of the Securities Act. See “Transfer Restrictions.”

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Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . Approval in-principle has been obtained for the listing and quotationof the Notes on the SGX-ST. The Notes will be traded on the SGX-ST in a minimum board lot size of $200,000 as long as the Notes arelisted on the SGX-ST.

For so long as the Notes are listed on the SGX-ST and as the rulesof the SGX-ST so require, we will appoint and maintain a payingagent in Singapore, where the Notes may be presented orsurrendered for payment or redemption, in the event that globalcertificates are exchanged for definitive certificates. In addition, inthe event that global certificates are exchanged for definitivecertificates, we will announce, through the SGX-ST, such exchange(such announcement to include all material information with respectto the delivery of the definitive certificates, including details of thepaying agent in Singapore).

Trustee, Registrar and Paying Agent . . . The Bank of New York Mellon.

Common Security Agent . . . . . . . . . . . . Citicorp International Limited.

Governing law for the Notes, the NoteGuarantees and the indenture . . . . . . . The laws of the State of New York.

Governing law for the IntercreditorDeed . . . . . . . . . . . . . . . . . . . . . . . . . . The laws of England.

Governing law for the SecurityDocuments . . . . . . . . . . . . . . . . . . . . . Subject to the jurisdictions in which the Collateral is located,

including Hong Kong, Barbados, the British Virgin Islands,Malaysia, New York, Singapore, South Korea and Thailand.

Use of proceeds . . . . . . . . . . . . . . . . . . . . Our net proceeds from this offering will total approximately$411.0 million after deducting expenses of this offering, includingthe initial purchasers’ commissions. We intend to use the netproceeds from this offering to repay $411.0 million of ourborrowings outstanding under the Bridge Loan Facility. For moredetailed information about our use of the proceeds, see “Use ofProceeds.”

Rule 144A Regulation S

Security Codes:CUSIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85771T AL8 Y8162B AH8ISIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US85771TAL89 USY8162BAH88Common Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132490970 132491062

You should refer to the section entitled “Risk Factors,” beginning on page 28, for a discussion of certainrisks involved in investing in the Notes.

20

Summary Unaudited Pro Forma Combined Financial Data

The following summary unaudited pro forma combined financial data gives effect to the TaiwanRestructuring, Capital Reduction, Distribution, Perpetual Securities Offering and the repayment of our bankloans that became due and payable upon the Change of Control, and is derived from our unaudited pro formacombined statements of operations and financial position which are included elsewhere in this offeringcircular.

On the Change of Control Date, we completed the Capital Reduction and Distribution, pursuant to whichwe distributed our stake in the Taiwan Entities and $15.0 million in cash to our then shareholders, whereuponthe Taiwan Entities were fully divested and ceased to form part of our consolidated group. On 16 July 2015,we made the Perpetual Securities Offering and in connection therewith, we have issued an aggregate of$200.0 million Perpetual Securities as of 21 August 2015. Thereafter, we used the proceeds from therepayment of the $126.7 million Intercompany Loan to us in connection with the Taiwan Restructuring and$5.7 million of the proceeds from the Perpetual Securities Offering to repay our bank loans that became dueand payable upon the Change of Control.

The unaudited pro forma combined statements of operations for the six months ended 28 June 2015 and29 June 2014 and fiscal year 2014 give effect to (1) the Taiwan Restructuring, Capital Reduction, Distributionand Perpetual Securities Offering, and (2) the use of (a) the proceeds from the repayment of the $126.7 millionIntercompany Loan to us and (b) $5.7 million of the proceeds from the Perpetual Securities Offering to repay$132.4 million of our bank loans that became due and payable upon the Change of Control as if all of thetransactions contemplated thereby had been completed on 30 December 2013. The unaudited pro formacombined statement of financial position as of 28 June 2015 gives effect to the foregoing as if all of thetransactions contemplated thereby had been completed on 28 June 2015. The unaudited pro forma combinedstatements of operations and unaudited pro forma combined statement of financial position do not, however,give effect to the Technical Services Agreement.

Pro FormaSix Months Ended

28 June 2015

Pro FormaSix Months Ended

29 June 2014

Pro FormaYear Ended

28 December 2014(In thousands)

Pro Forma Combined Statement of OperationsData:

Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 658,826 $ 705,775 $ 1,445,026Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (596,118) (633,931) (1,293,372)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,708 71,844 151,654

Operating expenses:Selling, general and administrative . . . . . . . . . . . . . . 41,860 46,079 89,796Research and development . . . . . . . . . . . . . . . . . . . . 16,830 19,674 37,490Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . — — 4,319

Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 58,690 65,753 131,605

Equipment impairment . . . . . . . . . . . . . . . . . . . . . . . . . — 2,261 3,713

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . 58,690 68,014 135,318

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,018 3,830 16,336

Other income (expenses), net:Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 633 793 1,367Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (27,322) (24,143) (49,430)Foreign currency exchange gain (loss) . . . . . . . . . . . . . (1,550) (351) 2,210Other non-operating income (expenses), net . . . . . . . . . (4,825) (15) (709)

Total other expenses, net . . . . . . . . . . . . . . . . . . . . . . (33,064) (23,716) (46,562)

Income (loss) before income taxes . . . . . . . . . . . . . . . . (29,046) (19,886) (30,226)Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . 5,041 (5,246) (2,560)

Net income (loss) for the year . . . . . . . . . . . . . . . . . . . . $ (24,005) $ (25,132) $ (32,786)

21

Pro FormaSix Months Ended

28 June 2015

Pro FormaSix Months Ended

29 June 2014

Pro FormaYear Ended

28 December 2014(In thousands)

Net income (loss) attributable toOrdinary shareholders of the Company . . . . . . . . . (28,005) (29,132) (40,786)Holders of Perpetual Securities . . . . . . . . . . . . . . . 4,000 4,000 8,000

$ (24,005) $ (25,132) $ (32,786)

Pro FormaAs of

28 June 2015(In thousands)

Pro Forma Combined Statement of Financial Position (atperiod end):

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 305,053Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 54,061Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,383,603Total debt(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,046,941Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 991,168

Pro FormaSix Months

Ended28 June 2015

Pro FormaSix Months

Ended29 June 2014

Pro Forma YearEnded

28 December 2014(In thousands, except ratios and percentages)

Non-GAAP Pro Forma Financial Data:Pro forma EBITDA(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 135,009 $ 136,782 $ 288,059Pro forma Adjusted EBITDA(2) . . . . . . . . . . . . . . . . . . . . . . . $ 135,009 $ 139,043 $ 296,091Ratio of pro forma Adjusted EBITDA to interest expense,

net(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.06x 5.95x 6.16xPro forma Adjusted EBITDA margin(3) . . . . . . . . . . . . . . . . . 20.5% 19.7% 20.5%Ratio of pro forma total debt to Adjusted EBITDA(4) . . . . . . 3.58x

Notes:

(1) Total debt is defined as the sum of long-term debt, short-term debt and capital lease obligations.

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(2) Pro forma EBITDA represents pro forma net income (loss) attributable to STATS ChipPAC plus (i) proforma income tax expense, (ii) pro forma interest (income) expense, net, and (iii) pro forma depreciationand amortisation, excluding amortisation of debt issuance cost. Pro forma Adjusted EBITDA representspro forma EBITDA plus (i) restructuring charges, (ii) plant closure costs related to our Malaysia plant,(iii) goodwill impairment, (iv) equipment impairment, (v) tender offer, debt exchange and debt redemptionexpenses and (vi) write-off of debt issuance cost. The following table reconciles pro forma net income(loss) to pro forma EBITDA and pro forma Adjusted EBITDA:

Pro FormaSix Months

Ended28 June 2015

Pro FormaSix Months

Ended29 June 2014

Pro FormaYear

Ended28 December 2014

(in thousands)Net income (loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . $ (24,005) $ (25,132) $ (32,786)Plus:Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . (5,041) 5,246 2,560Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,689 23,350 48,063Depreciation and amortisation, excluding amortisation of

debt issuance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137,366 133,318 270,222

Pro forma EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,009 136,782 288,059

Plus:Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 4,319Plant closure costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Equipment impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,261 3,713Tender offer, exchange offer and redemption expenses . . . . . — — —Write-off of debt issuance cost . . . . . . . . . . . . . . . . . . . . . . . . — — —

Pro forma Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . $135,009 $139,043 $296,091

Pro forma EBITDA and pro forma Adjusted EBITDA may not be comparable to similarly titled measuresreported by other companies due to potential inconsistencies in the method of calculation. We haveincluded pro forma EBITDA because we believe it is an indicative measure of our operating performanceand is used by investors and analysts to evaluate companies in our industry. We have also includedpro forma Adjusted EBITDA because we believe it is a more indicative measure of our baselineperformance as it excludes certain charges that our management considers to be outside of our coreoperating results. Pro forma EBITDA and pro forma Adjusted EBITDA should be considered in additionto, not as a substitute for, operating income, net income, cash flows from operating activities and othermeasures of financial performance and liquidity reported in accordance with SFRS.

(3) Pro forma Adjusted EBITDA margin is defined as pro forma Adjusted EBITDA divided by pro forma netrevenues.

(4) Pro forma total debt is defined as the sum of pro forma long-term debt, pro forma short-term debt and proforma capital lease obligations.

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Summary Historical Consolidated Financial Data

The following summary consolidated financial data as of and for the six months ended 28 June 2015 and29 June 2014 are derived from our unaudited condensed consolidated financial statements which are includedelsewhere in this offering circular. The following summary consolidated financial data as of 28 December2014, 29 December 2013 and 30 December 2012 and for 2014, 2013 and 2012 are derived from our auditedconsolidated financial statements which are included elsewhere in this offering circular.

The following summary consolidated financial data as of 25 December 2011 and 26 December 2010 andfor 2011 and 2010 are derived from our audited consolidated financial statements which are not included inthis offering circular.

Our unaudited interim consolidated financial statements include all adjustments which we considernecessary for a fair presentation of our results of operations for these periods. Our unaudited statement ofoperations data for the six months ended 28 June 2015 are not necessarily indicative of the results to beexpected for any other interim period or for the full year.

Our consolidated financial statements have been prepared in accordance with SFRS. Had our financialstatements and other financial information been prepared in accordance with IFRS or U.S. GAAP, our resultsof operations and financial position may have been materially different. See “Risk Factors — Risks Relatingto Our Company — The accounting standards in accordance with which we prepare our financial statementsmay differ from those used in other countries.”

You should read the following summary consolidated financial data in conjunction with our consolidatedfinancial statements and the related notes included in this offering circular, “Selected Historical ConsolidatedFinancial Data” and “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” included elsewhere in this offering circular.

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

201225 December

201126 December

2010Unaudited

(In thousands)Statement of Operations Data:Net revenues . . . . . . . . . . . . . . . . . . . . $ 717,953 $ 775,388 $ 1,585,834 $ 1,598,522 $ 1,701,549 $ 1,706,500 $ 1,677,834Cost of revenues . . . . . . . . . . . . . . . . . (646,061) (688,818) (1,402,331) (1,380,941) (1,414,045) (1,416,833) (1,337,950)

Gross profit . . . . . . . . . . . . . . . . . . . . . 71,892 86,570 183,503 217,581 287,504 289,667 339,884

Operating expenses:Selling, general and

administrative . . . . . . . . . . . . . . . 45,167 49,250 96,164 96,140 122,958 105,541 98,744Research and development . . . . . . . 17,333 20,683 39,200 46,432 51,722 52,962 47,462Restructuring charges(1) . . . . . . . . . — — 4,319 1,886 5,715 — 1,421Exchange offer and redemption

expenses . . . . . . . . . . . . . . . . . . . — — — 15,701 — — 3,107Write-off of debt issuance costs . . . — — — 2,392 — 7,593 1,970

Operating expenses . . . . . . . . . . . . . 62,500 69,933 139,683 162,551 180,395 166,096 152,704

Goodwill impairment(2) . . . . . . . . . . . — — — — 24,100 — —Equipment impairment(2) . . . . . . . . . . — 2,261 3,713 — 3,819 — —

Total operating expenses . . . . . . . . . . 62,500 72,194 143,396 162,551 208,314 166,096 152,704

Operating income before exceptionalitems . . . . . . . . . . . . . . . . . . . . . . . . 9,392 14,376 40,107 55,030 79,190 123,571 187,180

Plant closure costs(3) . . . . . . . . . . . . . . — — — (36,909) — — —Flood related insurance

settlement(4) . . . . . . . . . . . . . . . . . . — — — 19,582 26,741 — —Flood related plan charges(4) . . . . . . . . — — — (3,000) (10,061) (55,504) —

Operating income after exceptionalitems . . . . . . . . . . . . . . . . . . . . . . . . 9,392 14,376 40,107 34,703 95,870 68,067 187,180

24

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

201225 December

201126 December

2010Unaudited

(In thousands)Other income (expenses), net:Interest income . . . . . . . . . . . . . . . . . . 822 950 1,692 1,334 1,518 1,912 2,328Interest expense . . . . . . . . . . . . . . . . . (28,602) (25,051) (51,432) (54,459) (59,829) (59,772) (43,460)Foreign currency exchange gain

(loss) . . . . . . . . . . . . . . . . . . . . . . . . (1,905) (557) 3,145 3,641 583 3,086 (2,587)Share of profit (loss) of associate . . . . — — — — (739) (1,045) 465Other non-operating income

(expenses), net . . . . . . . . . . . . . . . . (5,247) 161 (547) (1,969) 477 168 (1,601)

Total other expenses, net . . . . . . . . (34,932) (24,497) (47,142) (51,453) (57,990) (55,651) (44,855)

Income (loss) before income taxes . . . (25,540) (10,121) (7,035) (16,750) 37,880 12,416 142,325Income tax expense . . . . . . . . . . . . . . 4,555 (6,211) (6,515) (22,239) (14,023) (10,594) (26,977)

Net income (loss) . . . . . . . . . . . . . . . . (20,895) (16,332) (13,550) (39,079) 23,857 1,822 115,348Less: Net income attributable to the

non-controlling interest . . . . . . . . . (2,582) (3,657) (8,245) (8,414) (7,294) (4,324) (7,370)

Net income (loss) attributable toSTATS ChipPAC . . . . . . . . . . . . . . $ (23,567)$ (19,989)$ (21,795) $ (47,493) $ 16,563 $ (2,502) $ 107,978

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

201225 December

201126 December

2010Unaudited

(In thousands except per share data)Net income (loss) per ordinary

share attributable to STATSChipPAC:Basic . . . . . . . . . . . . . . . . . . . . . . $ (0.01) $ (0.01) $ (0.01) $ (0.02) $ 0.01 $ (0.00) $ 0.05Diluted . . . . . . . . . . . . . . . . . . . . . $ (0.01) $ (0.01) $ (0.01) $ (0.02) $ 0.01 $ (0.00) $ 0.05

Ordinary shares (in thousands) usedin per ordinary share calculation:Basic . . . . . . . . . . . . . . . . . . . . . . 2,202,218 2,202,218 2,202,218 2,202,218 2,202,218 2,202,218 2,202,218Diluted . . . . . . . . . . . . . . . . . . . . . 2,202,218 2,202,218 2,202,218 2,202,218 2,202,220 2,202,218 2,202,234

Other Financial Data:Depreciation and amortisation,

including amortisation of debtissuance cost . . . . . . . . . . . . . . $ 160,305 $ 157,420 $ 318,034 $ 308,564 $ 289,207 $ 295,498 $ 282,267

Capital expenditures . . . . . . . . . . 89,030 308,965 534,729 507,466 409,949 304,231 276,676Net cash provided by operating

activities . . . . . . . . . . . . . . . . . 170,891 152,318 342,773 380,496 375,199 389,240 465,703Net cash used in investing

activities . . . . . . . . . . . . . . . . . (119,687) (284,098) (590,110) (412,681) (371,375) (266,209) (304,782)Net cash provided by/(used in)

financing activities . . . . . . . . . (6,719) 129,544 235,618 (9,221) (28,059) (124,630) (252,971)

25

As of As of28 June

201529 June

201428 December

201429 December

201330 December

201225 December

201126 December

2010Unaudited

(In thousands)Statement of Financial Position

Data:Cash and cash equivalents . . . . . . . . . $ 161,956 $ 126,892 $ 117,456 $ 129,136 $ 170,558 $ 194,811 $ 196,395Bank deposits and available-for-sale

financial assets . . . . . . . . . . . . . . . . 43,712 58,424 67,713 53,646 40,090 43,659 105,704Working capital . . . . . . . . . . . . . . . . . (162,727) (22,429) (69,465) 53,987 219,294 247,154 247,406Total assets . . . . . . . . . . . . . . . . . . . . . 2,463,114 2,560,801 2,613,834 2,377,670 2,268,276 2,163,778 2,249,916Net assets . . . . . . . . . . . . . . . . . . . . . . 922,087 947,785 942,443 970,789 1,022,598 985,695 1,027,714Short-term borrowings . . . . . . . . . . . . 406,748 100,000 212,597 37,947 50,690 20,000 61,768Long-term borrowings . . . . . . . . . . . . 772,574 964,644 990,688 874,281 792,609 790,339 782,434Equity attributable to equity holders

of STATS ChipPAC . . . . . . . . . . . . 869,864 896,274 889,549 917,432 970,809 938,093 958,298Non-controlling interest . . . . . . . . . . . 52,223 51,511 52,894 53,357 51,789 47,602 69,416

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

201225 December

201126 December

2010(In thousands except ratio data)

Non-GAAP and Other Data(unaudited):

EBITDA(5) . . . . . . . . . . . . . . . . . . . . . $156,283 $164,227 $345,389 $330,469 $375,304 $358,150 $453,804Adjusted EBITDA(5) . . . . . . . . . . . . . $156,283 $166,488 $353,421 $392,357 $408,938 $406,603 $460,302Ratio of Adjusted EBITDA to

interest expense, net(5) . . . . . . . . . . 5.63x 6.91x 7.11x 7.39x 7.01x 7.03x 11.19xRatio of earnings to fixed

charges(6) . . . . . . . . . . . . . . . . . . . . 0.3x 0.7x 0.86x 0.74x 1.56x 1.20x 3.78xAdjusted EBITDA margin(7) . . . . . . . 21.77% 21.47% 22.29% 24.54% 24.03% 23.83% 27.43%Ratio of total debt to Adjusted

EBITDA(5)(8) . . . . . . . . . . . . . . . . . . 3.44x 2.88x 3.40x 2.32x 2.06x 1.99x 1.83x

Notes:

(1) In 2014, in order to increase efficiency and to reduce costs, we undertook a global initiative to redesign our businessstructure. As a result of this initiative, we recorded severance and related charges of $4.3 million as we expeditedmeasures to reduce headcount at our corporate headquarters. In 2013, we recorded severance and related charges of$1.9 million related to our intended restructuring actions to reduce operating costs in operations and support functionsto align costs with business conditions. In 2012, severance and related charges of $5.7 million were incurred.

(2) In the six months ended 29 June 2014, we recorded $2.3 million of charges related to the impairment of certain 200mmwafer level packaging equipment. In 2012, goodwill impairment of $24.1 million and equipment impairment of$3.8 million were recorded in connection with our evaluation of the fair value of the equipment in our Malaysia plant tomainly align with the transition of technology by certain customers from leaded wirebonding to advanced packaging.

(3) In 2014, we recorded $3.7 million of charges related to the impairment of certain 200mm wafer level packagingequipment. In 2013, we recorded plant closure costs of $36.9 million related to the intended closure of our Malaysiaplant. The costs comprised employee severance and benefit expenses of $18.2 million, non-cash asset impairmentcharges of $17.7 million and other associated costs of $1.0 million.

(4) In 2013, we recognised $19.6 million of insurance settlement as final compensation for our business interruptioninsurance claims related to the flood in Thailand. This insurance recovery was in addition to the $26.7 million obtainedin 2012. In 2013, we incurred flood related plan charges totalling $3.0 million which primarily related to additional landand building impairment on our Thailand plant. Flood related plan charges of $10.1 million in 2012 primarily related todepreciation on suspended production operations and labour and other expenses to support the production shift from ourThailand plant to our other manufacturing locations. In 2011, we incurred flood related charges totalling $55.5 millioncomprising goodwill impairment of $24.5 million, plant and equipment impairment of $16.3 million, and other relatedcharges of $14.7 million. The goodwill and plant and equipment impairments were the consequence of the flood inThailand in the fourth quarter of 2011 where extensive equipment and facility damage severely affected the ability to

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support ongoing demand from customers and resulted in substantially reduced manufacturing capability and scale of ourThailand plant.

(5) EBITDA represents net income (loss) attributable to STATS ChipPAC plus (i) income tax expense (benefit),(ii) interest (income) expense, net, and (iii) depreciation and amortisation, excluding amortisation of debt issuance cost.Adjusted EBITDA represents EBITDA plus (i) restructuring charges, (ii) plant closure costs related to our Malaysiaplant, (iii) flood related plan charges, (iv) goodwill impairment, (v) equipment impairment, (vi) tender offer, debtexchange and debt redemption expenses and (vii) write-off of debt issuance cost. The following table reconciles netincome (loss) attributable to STATS ChipPAC to EBITDA and Adjusted EBITDA:

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

201225 December

201126 December

2010(In thousands)

Net income (loss) attributableto STATS ChipPAC . . . . . . $ (23,567)$ (19,989) $ (21,795) $ (47,493) $ 16,563 $ (2,502) $107,978

Plus:Income tax expense

(benefit) . . . . . . . . . . . . . . . . (4,555) 6,211 6,515 22,329 14,023 10,594 26,977Interest expense, net . . . . . . . . 27,780 24,101 49,740 53,125 58,311 57,860 41,132Depreciation and amortisation,

excluding amortisation ofdebt issuance cost . . . . . . . . 156,625 153,904 310,929 302,508 286,407 292,198 277,717

EBITDA . . . . . . . . . . . . . . . . . $156,283 $164,227 $345,389 $330,469 $375,304 $358,150 $453,804

Plus:Restructuring charges . . . . . — — 4,319 3,886 5,715 — 1,421Plant closure costs . . . . . . . . — — — 36,909 — — —Flood related plan

charges . . . . . . . . . . . . . . — — — 3,000 — — —Goodwill impairment . . . . . — — — — 24,100 24,547 —Equipment impairment . . . . — 2,261 3,713 — 3,819 16,313 —Tender offer, exchange

offer and redemptionexpenses . . . . . . . . . . . . . — — — 15,701 — — 3,107

Write-off of debt issuancecost . . . . . . . . . . . . . . . . . — — — 2,392 — 7,593 1,970

Adjusted EBITDA . . . . . . . $156,283 $166,488 $353,421 $392,357 $408,938 $406,603 $460,302

EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies due topotential inconsistencies in the method of calculation. We have included EBITDA because we believe it is an indicativemeasure of our operating performance and is used by investors and analysts to evaluate companies in our industry. Wehave also included Adjusted EBITDA because we believe it is a more indicative measure of our baseline performanceas it excludes certain charges that our management considers to be outside of our core operating results. EBITDA andAdjusted EBITDA should be considered in addition to, not as a substitute for, operating income, net income, cash flowsfrom operating activities and other measures of financial performance and liquidity reported in accordance with SFRS.

(6) For purposes of computing the ratio of earnings to fixed charges, earnings is defined as income (loss) before incometaxes adjusted for fixed charges, income or loss from equity investees and non-controlling interest in consolidatedsubsidiaries. Fixed charges consist of interest expense and the portion of operating lease rental expense that are deemedby us to be representative of the interest factor.

(7) Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues.

(8) Total debt is defined as the sum of long-term debt, short-term debt and capital lease obligations.

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RISK FACTORS

An investment in the Notes involves certain risks. You should carefully consider all of the following riskfactors, in addition to all of the information contained in this offering circular, including the financialstatements included herein, prior to investing in the Notes. The risk factors described below are not the onlyones we face. Additional risk factors not presently known to us or that we currently deem immaterial may alsoimpair our business operations. Our business, financial condition, results of operations or prospects could bematerially and adversely affected by any of these risks. The trading prices of the Notes could decline due toany of these risks and you may lose all or part of your investment. This offering circular also containsforward-looking statements that involve risks and uncertainties. Our actual results could differ materiallyfrom those anticipated in these forward-looking statements as a result of certain factors, including the risksfaced by us described below and elsewhere in this offering circular.

Risks Relating to the Notes

Our debt instruments, including the indentures governing the Notes and the Bridge Loan FacilityAgreement, impose, and we expect the Take-Out Facilities (if and when executed) will impose, significantoperating and financial restrictions on us. If we default or breach any such restrictions and payments onthe Notes are accelerated, we may not be able to make payments on the Notes.

Our debt instruments, including the indentures governing the Notes and the Bridge Loan FacilityAgreement, impose, and we expect the Take-Out Facilities (if and when executed) will impose, significantoperating and financial restrictions on us. These restrictions limit our ability and the ability of our restrictedsubsidiaries, among other things, to:

• incur additional debt and issue certain preferred stock;

• declare or pay dividends, repurchase stock and make other distributions;

• prepay subordinated debt and make investments and other restricted payments;

• create or incur liens or encumbrances;

• create restrictions on the ability of our subsidiaries to pay dividends or make other payments;

• enter into transactions with affiliates;

• sell assets, consolidate or merge with or into other companies or reorganise our Company;

• enter into sale and leaseback transactions; and

• designate any of our subsidiaries as unrestricted subsidiaries (as such term is defined in the indenturegoverning the respective notes).

In addition, we are subject, and expect to be subject, to certain affirmative and negative covenants underthe Bridge Loan Facility and Take-Out Facilities, respectively. In particular, the Bridge Loan Facility requires,and we expect the Take-Out Facilities will require, us to maintain certain specified financial ratios for theduration of the Bridge Loan Facility and the Take-Out Facilities. Our ability to meet those financial ratios canbe affected by events beyond our control and we cannot assure you that we will be able to meet them. Abreach of any of those covenants, ratios, tests or restrictions could result in an event of default under theBridge Loan Facility and the Take-Out Facilities (if and when executed). Upon the occurrence of any event ofdefault, subject to applicable cure periods and other limitations on acceleration or enforcement, the relevantcreditors could cancel the availability of the facilities and elect to declare all amounts outstanding under theBridge Loan Facility and the Take-Out Facilities (if and when executed) together with accrued interest,immediately due and payable. If we are unable to repay those amounts, our creditors could proceed againstany Collateral granted to them to secure repayment of those amounts. The Bridge Loan Facility also imposes,and we expect the Take-Out Facilities will impose, certain other financial and operational restrictions on us,including, our ability to acquire a company or any shares or securities of a business, sell assets, incur or allowto remain outstanding any additional debt, and redeem, repay, prepay, distribute under or in connection with or

28

purchase the Perpetual Securities. Further, the Bridge Loan Facility imposes, and we expect the Take-OutFacilities will impose, certain obligations on us, including the maintenance in good working order andcondition of all of our assets necessary or desirable in the conduct of our business and the maintenance ofinsurance on and in relation to our business and assets and other risks as is usual for companies carrying on thesame or substantially the same business.

The restrictions contained in our debt instruments, including the indentures governing the Notes, theBridge Loan Facility Agreement and the Take-Out Facilities Agreement (if and when executed) could limitour ability to plan for, or react to, market conditions, meet capital needs or make acquisitions or otherwiserestrict our activities or business plans. Our ability to comply with the covenants of our debt instruments maybe affected by events beyond our control, and any material deviations from our forecasts could require us toseek waivers or amendments of covenants or alternative sources of financing or to reduce expenditures. Wecannot assure you that such waivers, amendments or alternative financing could be obtained, or if obtained,would be on terms acceptable to us.

A breach of any of the covenants or restrictions contained in the indenture governing the Notes, theindenture governing the 2016 Notes or the 2018 Notes, the Bridge Loan Facility Agreement or any otherfacility agreement could result in an event of default. Such default could allow our debt holders to acceleratethe related debt as well as any other debt to which a cross-acceleration or cross-default provision applies, and/or to declare all borrowings outstanding thereunder to be due and payable. If our debt is accelerated, our assetsmay not be sufficient to repay such debt in full. See “— If we are unable to refinance our debt under theBridge Loan Facility with the proposed Take-Out Facilities or such other facilities as may be entered into torefinance the Bridge Loan Facility, there could be a default under the terms of the Bridge Loan FacilityAgreement, which could cause the repayment of our debt to be accelerated and result in a default under theNotes.”

In addition, if we experience a change of control (as such term is described in “Description of Notes —Certain Definitions”) each holder of the Notes may require us to repurchase all or a portion of that holder’sNotes. At maturity, or if a change of control occurs, we may not have the funds to fulfil these obligations andmay not be able to arrange for additional financing. If the maturity date or change of control occurs at a timewhen other arrangements prohibit us from repaying or repurchasing the Notes, we would try to obtain waiversof such prohibitions from the lenders under those arrangements, or we could attempt to refinance theborrowings that contain the restrictions. If we are unable to obtain the waivers or refinance these borrowings,we would be unable to repay or repurchase the Notes. Our failure to complete an offer to repurchase the Noteswould be an event of default under the indenture governing the Notes.

The Notes are new issues of securities, and there is currently no public market for the Notes. A market forthe Notes may not develop.

The Notes are new issues of securities for which there is no established public market. Although approvalin-principle has been obtained for the listing of the Notes on the SGX-ST, we cannot assure you that the Noteswill be listed on that exchange or that active trading markets will develop for the Notes. If a market for theNotes does not develop, it is possible that you will not be able to sell the Notes at a particular time or that theprices that you receive when you sell will be favourable. It is also possible that any trading market that doesdevelop for the Notes will not be liquid. Future trading prices of the Notes will depend on many factors,including:

• our operating performance, prospects and financial condition or the operating performance, prospectsand financial condition of companies in the semiconductor industry generally;

• the interest of securities dealers in making a market for the Notes;

• prevailing interest rates; and

• the market for similar securities.

Historically, the market for non-investment grade debt has been subject to disruptions that have causedvolatility in prices. If a market for the Notes develops, it is possible that the market for the Notes will be

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subject to disruptions and price volatility. Any disruptions may have a negative effect on holders of the Notes,regardless of our prospects and financial performance.

The initial purchasers may make a market in the Notes after this offering is completed as permitted byapplicable laws. However, if they do, the initial purchasers may cease their market-making at any time.

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfiling ourobligations under the Notes.

We have a substantial amount of indebtedness. As of 30 September 2015, after giving effect to (1) thecompletion of the Tender Offer, Consent Solicitation and Change of Control Offer and borrowings of$538.0 million from the Bridge Loan Facility (together with the balance of $194.3 million remaining from theproceeds from the Perpetual Securities Offering) to fund the Tender Offer, Consent Solicitation and Change ofControl Offer in October 2015, and (2) the issuance of the Notes offered in this offering and the use of the netproceeds therefrom, to repay $411.0 million of our borrowings outstanding under the Bridge Loan Facility, wewould have had total indebtedness and Perpetual Securities of $1,121.2 million, consisting of $459.1 millionof senior unsecured debt and Perpetual Securities and $662.1 million of senior secured debt. Further, we mayincur further indebtedness in the near to medium term to fund our capital expenditures.

We are permitted to incur additional debt under the terms of our existing debt and the Notes, and we mayincur additional debt for general working capital. Any additional indebtedness that we may incur may be onterms similar to or more stringent than those governing our current indebtedness and the Notes. A substantialportion of our debt will be secured.

Also, the terms and conditions of the Perpetual Securities require us to make commercially reasonableefforts to redeem the Perpetual Securities at the time of refinancing the Bridge Loan Facility, although ourfailure to do so would not be a breach of the terms and conditions of the Perpetual Securities nor constitute aStep Up Event (as defined thereunder). As a result, refinancing the Bridge Loan Facility may require us toincur more indebtedness than the outstanding principal and interest under the Bridge Loan Facility at the timeof its refinancing due to our obligations under the Perpetual Securities. See “— If we are unable to refinanceour debt under the Bridge Loan Facility with the proposed Take-Out Facilities or such other facilities as maybe entered into to refinance the Bridge Loan Facility, there could be a default under the terms of the BridgeLoan Facility Agreement, which could cause the repayment of our debt to be accelerated and result in a defaultunder the Notes.”

Our substantial indebtedness could have a material adverse effect on our business, financial condition andresults of operations by:

• increasing our vulnerability to general adverse economic and industry conditions by limiting ourflexibility in planning for, or reacting to, changes in the business and the industry in which we operate;

• requiring us to dedicate a substantial portion of our cash flow from operations to payments on ourindebtedness, thus reducing the availability of cash flow to fund working capital, capital expenditures,research and development, and other general corporate purposes;

• placing us at a competitive disadvantage relative to our competitors that have less leverage; and

• limiting, along with the financial and other restrictive covenants in the indebtedness, our ability toborrow additional funds.

In addition, the holders of our Notes and Existing Notes, may, in certain circumstances, including achange of control of our Company, in each case as defined in the respective indenture relating to such notes,require us to redeem all or a portion of the holders’ notes. Further, a change of control under the Bridge LoanFacility Agreement would lead to the cancellation of the Bridge Loan Facility and the acceleration of alloutstanding principal and accrued interest, which would become immediately due and payable. We may berequired to refinance our debt in order to make such payments. If such an event were to occur, we cannotassure you that we will have sufficient funds or would be able to arrange financing on terms that areacceptable to us or at all or to obtain waivers of prohibitions from lenders under our other financing

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arrangements to make the required purchase or redemption. If we do not have sufficient funds or are unable toobtain adequate financing or waivers to repurchase or redeem such notes, we will be in default under the termsof those notes.

See the discussion in the sections entitled “Capitalisation,” “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations,” “Description of Indebtedness and Other Material Contracts —Description of Certain Indebtedness and Perpetual Securities” and “Description of Notes.”

If we are unable to refinance our debt outstanding under the Bridge Loan Facility (after repayment ofa portion thereof with the proceeds from this offering) with the proposed Take-Out Facilities or such otherfacilities as may be entered into to refinance the Bridge Loan Facility, there could be a default under theterms of the Bridge Loan Facility Agreement, which could cause the repayment of our debt to beaccelerated and result in a default under the Notes.

All amounts borrowed under the Bridge Loan Facility and accrued interest are due on 5 February 2016,unless the maturity date is extended. Under the terms of the Bridge Loan Facility, the maturity may, subject tocertain conditions, be extended to 5 August 2016. See “Description of Indebtedness and Other MaterialContracts — Description of Certain Indebtedness and Perpetual Securities — Bridge Loan Facility.” Weanticipate using borrowings under the proposed Take-Out Facilities to refinance the amount outstanding underthe Bridge Loan Facility after repayment of a portion thereof with the proceeds from this offering. As of thedate of this offering circular, we have entered into a commitment letter in respect of the Take-Out Facilities.See “Recent Developments — Take-Out Facilities.” However, the lenders’ obligations to provide suchfacilities are subject to certain conditions and we cannot assure you that we will be able to enter into a bindingfacility agreement in respect of the Take-Out Facilities, or any such other facilities to refinance the BridgeLoan Facility. If we are unable to refinance the Bridge Loan Facility in a timely manner, we would be indefault under the terms of the Bridge Loan Facility. In the event of such default, there would be a cross-defaultunder the terms of our other debt agreements, including the Notes, and the holders of debt could terminatetheir commitments to lend to us, accelerate repayment of the debt and declare all amounts due and payable orterminate the agreements, as the case may be.

The terms and conditions of the Perpetual Securities may impede our ability to incur additional debt.

Our ability to incur or refinance debt may be impeded by the terms and conditions of the PerpetualSecurities. The Perpetual Securities constitute our direct, senior and unsecured obligations and rank pari passuwith all our other outstanding senior and unsecured and unsubordinated obligations, except the ContractuallySenior Obligations, which include the Notes, the Existing Notes, the Bridge Loan Facility and the Take-OutFacilities. Any debt that we incur in the future, other than the Take-Out Facilities and certain hedgingobligations incurred in connection with the Bridge Loan Facility and the Take-out Facilities, will rank paripassu with the Perpetual Securities and junior to the Contractually Senior Obligations, unless the holders of atleast 75% of the outstanding Perpetual Securities otherwise agree. Further, we are restricted from makingdiscretionary distributions or other discretionary payment on any class of debt ranking junior or (except on apro rata basis) pari passu with the Perpetual Securities. Consequently, it may be difficult for us to obtainfinancing on commercially reasonable terms or at all while the Perpetual Securities remain outstanding.

JCET has undertaken to (and to cause us to) cause the Perpetual Securities to be amended so that theybecome subordinated to the Senior Debt and the holders (or trustee) of the Perpetual Securities to accede to theIntercreditor Deed as unsecured, subordinated creditors, in each case, within six months of the thirdanniversary of the first issue date of the Perpetual Securities. The first issue date of the Perpetual Securitieswas the Change of Control Date. If JCET does not perform its obligations under such undertaking, or is unableto obtain the requisite approval from the holders of the Perpetual Securities to amend the terms and conditionsof the Perpetual Securities, it would result in a default under the terms of the indenture governing the Notes.Moreover, if the terms and conditions of the Perpetual Securities are not amended in accordance with suchundertaking, we may have difficulty obtaining financing in the future, which could materially and adverselyaffect our business operations. See “Description of Indebtedness and Other Material Contracts — Descriptionof Certain Indebtedness and Perpetual Securities — Perpetual Securities” for more details on this deed ofundertaking.

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Our ability to pay our obligations under the Notes may be reduced because our China subsidiary and ourThai subsidiaries, which in the aggregate accounted for 19.7% of our pro forma consolidated assets as of28 June 2015 and 27.6% and 24.9% of our pro forma consolidated net revenues in the six months ended28 June 2015 and in 2014, respectively, will not be subsidiary guarantors of the Notes.

Not all of our subsidiaries will guarantee the Notes. In particular, our China subsidiary and our Thaisubsidiaries will not be guarantors of the Notes. Accordingly, claims of holders of the Notes will besubordinated to the claims of creditors of these non-guarantor subsidiaries. Together, our non-guarantorsubsidiaries generated 27.6% and 24.9% of our pro forma consolidated net revenues in the six months ended28 June 2015 and in 2014, respectively. Our non-guarantor subsidiaries held 19.7% of our pro formaconsolidated assets as of 28 June 2015.

Claims of creditors of any of our subsidiaries that are not guarantors of the Notes, including tradecreditors, secured creditors and creditors holding indebtedness or a guarantee issued by such non-guarantorsubsidiaries, will generally have priority on the assets of the non-guarantor subsidiaries over the claims of ourcreditors, including holders of the Notes, even if the obligations of the non-guarantor subsidiaries do notconstitute senior indebtedness. All obligations of our non-guarantor subsidiaries will have to be satisfiedbefore any of the assets of such subsidiaries would be available for distribution, upon a liquidation orotherwise, to our Company or a subsidiary guarantor. Subject to certain limitations, the indenture governingthe Notes will permit these subsidiaries to incur additional indebtedness and will not contain any limitation onthe amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries. Since ourChina subsidiary and our Thai subsidiaries will not guarantee the Notes, holders of the Notes will have to relysolely on our operations in Singapore and on the operations of our subsidiaries in the U.S., the British VirginIslands, South Korea and Barbados and the assets of our subsidiary in Malaysia to satisfy their respectiveobligations under the Notes should our China subsidiary and our Thai subsidiaries be unable to makedividends or distributions.

To service our indebtedness and other potential liquidity requirements, we will require a significant amountof cash. Our ability to generate cash depends on many factors beyond our control and we may need toaccess the credit markets to meet our liquidity requirements.

Our ability to make payments on and to refinance our indebtedness, including the Notes, and to fundplanned capital expenditures and research and development will depend on our ability to generate cash in thefuture. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatoryand other factors that are beyond our control. Furthermore, given that uncertainty over global economicconditions remains, there can be no assurance that our business activity will be maintained at our expectedlevel to generate the anticipated cash flows from operations or that our credit facilities would be available orsufficient. Although the semiconductor industry is expected to grow in 2016 and 2017 according to Gartner,there can be no assurance that these growth prospects will materialise. If there is any downturn in thesemiconductor industry, we may experience a decrease in demand for our services, resulting in our cash flowsfrom operations being lower than anticipated. This may in turn result in our need to obtain additionalfinancing.

Our ability to obtain external indebtedness could be impacted by our debt ratings. Any increase in ourlevel of debt, change in status of debt from unsecured to secured debt, deterioration in our operating resultsand our industry, change in our controlling shareholders or other change in our credit profile may cause areduction in our current debt rating. For further details of recent downgrades in our debt ratings, see“— Changes in our credit ratings or the financial and credit markets could adversely affect the market price ofthe Notes.” Furthermore, the credit markets have recently experienced adverse conditions. Continuingvolatility in the capital markets may increase costs associated with issuing debt instruments due to increasedspreads over relevant interest rate benchmarks or affect our ability to access those markets.

We cannot assure you that we will be able to refinance any of our indebtedness on commerciallyreasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as sellingassets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions,

32

investments and alliances. We cannot assure you that any such actions, if necessary, could be effected oncommercially reasonable terms or at all.

Fraudulent conveyance, corporate benefit and capital maintenance laws and other limitations may permitcourts to void the Note Guarantees in specific circumstances, which would interfere with payment under theNote Guarantees and adversely affect the validity and enforceability thereof.

Federal, state and foreign statutes may allow courts, under specific circumstances described below, tovoid any or all of the Note Guarantees. If such a voidance occurs, holders of the Notes might be required toreturn payments received from the guarantors in the event of any or all of the guarantors’ bankruptcy or otherfinancial difficulty. Under United States federal bankruptcy law and comparable provisions of state fraudulentconveyance laws or under applicable foreign laws, as the case may be, a guarantee could be set aside if, amongother things, the guarantor, at the time it incurred the debt evidenced by its guarantee:

• incurred the guarantee with the intent of hindering, delaying or defrauding current or futurecreditors; or

• received less than reasonable equivalent value or fair consideration for incurring the guarantee;

and, if the guarantor:

• was insolvent or was rendered insolvent by reason of the incurrence;

• was engaged, or about to engage, in a business or transaction for which the assets remaining with itconstituted unreasonably small capital to carry on such business;

• intended to incur, or believed that it would incur, debts beyond its ability to pay as those debtsmatured; or

• was a defendant in an action for money damages, or had a judgment for money damages entered againstit, if, in either case, after final judgment the judgment was unsatisfied.

The tests for fraudulent conveyance, including the criteria for insolvency, will vary depending upon thelaw or the jurisdiction that is being applied. Generally, however, a guarantor would be considered insolvent if,at the time the guarantor assumed the guarantee:

• the sum of its debts and liabilities, including contingent liabilities, was greater than its assets at fairvaluation;

• the present fair saleable value of its assets was less than the amount required to pay the probableliability on its total existing debts and liabilities, including contingent liabilities, as they becameabsolute and matured; or

• it could not pay its debts as they became due.

In addition, if a court voids any or all of the Note Guarantees or holds them unenforceable, holders of theNotes would cease to be a creditor of the relevant guarantors and would instead be a creditor solely of STATSChipPAC and guarantors whose Note Guarantees remain valid. Corporate benefit, capital maintenance lawsand other limitations on the Note Guarantees may adversely affect the validity and enforceability of the NoteGuarantees. The laws of certain of the jurisdictions in which the guarantors are organised limit the ability ofthese entities to guarantee debt of a related company. These limitations arise under various provisions orprinciples of corporate law which include corporate benefit or interest restrictions, rules governing capitalmaintenance, under which, among others, the risks associated with a guarantee need to be reasonable andeconomically and operationally justified from the relevant guarantor’s perspective, as well as thincapitalisation, unlawful financial assistance and fraudulent transfer principles. If these limitations were notobserved, the Note Guarantees could be subject to legal challenge. Furthermore, although we believe that theNote Guarantees will be validly given in accordance with local law restrictions, there can be no assurance thata third party creditor would not challenge these guarantees and prevail in court.

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Changes in our credit ratings or the financial and credit markets could adversely affect the market price ofthe Notes.

The future market prices of the Notes will depend on a number of factors, including:

• our ratings with major credit rating agencies;

• the prevailing interest rates being paid by companies similar to us; and

• the overall condition of the financial and credit markets.

The condition of the financial and credit markets and prevailing interest rates have fluctuated in the pastand are likely to fluctuate in the future. Fluctuations in these factors could have an adverse effect on the pricesof the Notes. In addition, credit rating agencies continually revise their ratings for companies that they follow,including us. For example, in June 2015, S&P downgraded our corporate credit rating to reflect the Change ofControl and the fact that we are less likely to receive “extraordinary government support” following theChange of Control Transaction. S&P indicated that in its view, the strategic importance of the technologyindustry to the Singapore government is less significant than before, and further S&P believes the linkbetween the government and our Company is limited given Temasek’s divestment. On 1 September 2015,while S&P affirmed our long-term corporate credit rating and the rating of the Existing Notes, it revised ouroutlook from stable to negative due to certain factors, including the slowdown in the outsourcedsemiconductor assembly and test industry, the view that we may not be able to improve our key financialratios over the next year and the funding structure of the JCET Offer. On 6 November 2015, S&P lowered ourlong-term credit rating and the rating of the Existing Notes on account of lower revenue and profitabilityreflected in our quarter ended 30 September 2015 results. S&P also revised our outlook from negative tostable. In June 2015, Moody’s also placed our Company and the Existing Notes on review for downgrade dueto, for instance, a perception that our credit profile may be adversely affected by our ownership structure andthe refinancing risks associated with potential borrowings under the Bridge Loan Facility. In August 2015,Moody’s further downgraded our corporate credit rating due to a combination of factors, including theperception that our operating performance is weakening, the refinancing risks associated with our current debtrestructuring and the complex funding and ownership structures associated with the JCET Offer. We cannotassure you that any credit rating agencies that rate the Notes will maintain their ratings on the Notes. Anegative change in our rating could have an adverse effect on the market prices of the Notes. Any furtherdowngrade in our current debt rating could also impair our ability to obtain additional financing on acceptableterms.

It may be difficult or not possible for you to enforce any judgment obtained in the United States against usor our affiliates.

Our Company is incorporated under the laws of Singapore as a company limited by shares. Most of ourdirectors and a majority of our senior management reside outside the United States. In addition, a majority ofour assets and the assets of those persons are located outside the United States. As a result, it may be difficultto enforce in the United States any judgment obtained in the United States against us or any of these persons,including judgments based upon the civil liability provisions of the United States securities laws. Further, inoriginal actions brought in courts in jurisdictions located outside the United States, it may be difficult forholders of the Notes to enforce liabilities based upon United States federal securities laws. We have beenadvised that judgments of U.S. courts based on the civil liability provisions of the federal securities laws of theUnited States may not be enforceable in Singapore courts. We have also been advised that there is doubt as towhether Singapore courts will enter judgments in original actions brought in Singapore courts based solelyupon the civil liability provisions of the federal securities laws of the United States.

Transfer of the Notes will be restricted, which may adversely affect the value of the Notes.

The Notes have not been registered under the Securities Act or other securities laws, and we do not intendto register the Notes under the securities laws of the United States or of any other jurisdiction. The Notes maynot be offered and sold in the United States except pursuant to an exemption from, or a transaction not subjectto, the registration requirements of the Securities Act and applicable state securities laws, or pursuant to an

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effective registration statement. The Notes and indenture governing the Notes will contain provisions that willrestrict the Notes from being offered, sold or otherwise transferred except pursuant to the exemptions availablepursuant to Rule 144A or Regulation S or other exemptions available under the Securities Act. It is yourobligation to ensure that your offers and resales of the Notes within the United States and other countriescomply with applicable securities laws. See “Transfer Restrictions.”

There can be no assurance that the Notes will remain “qualifying debt securities” for the purposes of theIncome Tax Act, Chapter 134 of Singapore.

The Notes are, pursuant to the Income Tax Act, Chapter 134 of Singapore (the “ITA”) and the MonetaryAuthority of Singapore (the “MAS”) Circular FSD Cir 02/2013 entitled “Extension and Refinement of TaxConcessions for Promoting the Debt Market” issued by the MAS on 28 June 2013, intended to be “qualifyingdebt securities” for the purposes of the ITA, subject to the fulfilment of certain conditions more particularlydescribed in the section “Taxation — Singapore Taxation.”

However, there is no assurance that the Notes will continue to enjoy the tax concessions in connectiontherewith should the relevant tax laws or MAS circulars be amended or revoked at any time.

The Notes may be issued with original issue discount for U.S. federal income tax purposes.

The Notes may be issued with original issue discount (“OID”) for U.S. federal income tax purposes. If theNotes are issued with OID for U.S. federal income tax purposes, U.S. investors in such Notes will generally berequired to include amounts representing OID in their gross income as it accrues in advance of the receipt ofcash payments attributable to such income using the constant yield method. See “Taxation — Certain UnitedStates Federal Income Tax Considerations.”

We do not expect that all of the security interests in the Collateral for the benefit of holders of the Notes willbe granted at the time of the issuance of the Notes. Any issues that we are not able to resolve in connectionwith the granting of such security interests may impact the value of the Collateral.

We do not expect that all of the security interests in the Collateral for the benefit of holders of the Noteswill be in place at the time of the issuance of the Notes. In particular, we do not expect the Korea Collateral, tobe in place by the time of the issuance of the Notes. See “Description of Notes — Brief Description of theNotes, the Note Guarantees and the Security — Security.”

The Korea Collateral is intended to be subject to security in favour of the holders of the Notes andconstitute a significant portion of the value of the Collateral expected to secure the Notes and the NoteGuarantees, as well as the other senior debt we may incur. Until the Korea Collateral is pledged in favour ofthe Korean Security Agent, the value of the Collateral securing the Notes will be materially impaired and theclaims of the holders of the Notes will rank pari passu with those of other senior unsecured creditors ofSTATS ChipPAC Korea Ltd. in respect of the Korea Collateral. Further, if STATS ChipPAC Korea Ltd. failsto grant or properly perfect such security interest in the Korea Collateral for the benefit of the holders of theNotes as provided in the indenture governing the Notes, we would be in default under the terms of the Notes.

In addition, we expect to cause STATS ChipPAC Korea Ltd. to grant security interests in certain KoreaCollateral in favour of the Korean Security Agent on the incurrence of indebtedness under our proposed Take-Out Facilities or such other facilities as may be entered into to refinance the Bridge Loan Facility, when theexisting security interests on such Korea Collateral are released by the existing creditors of STATS ChipPACKorea Ltd. and STATS ChipPAC Korea Ltd. will grant, in favour of the Korean Security Agent and pursuantto the terms of the Intercreditor Deed, a first priority security interest over such Korea Collateral for thebenefit of the senior creditors. See “Description of Notes — Brief Description of the Notes, the NoteGuarantees and the Security — Security.” Until such time as the relevant Korea Collateral is secured in favourof the Korean Security Agent and the first priority liens in such Korea Collateral is perfected in respect of theclaims of the holders of the Notes, claims of the holders of the Notes will be subordinated to the claims of thesecured lender in Korea with respect to such Korea Collateral and all obligations of STATS ChipPAC KoreaLtd. owed to such lender will have to be satisfied before any of such Korea Collateral securing such debt

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would be available for distribution, upon a liquidation or otherwise, to unsecured creditors, including holdersof the Notes and any Note Guarantee from STATS ChipPAC Korea Ltd.

There are certain categories of property that will be excluded from the Collateral.

Certain categories of assets are excluded from the Collateral. Excluded assets include (i) the shares in andall of the assets of our China subsidiary; (ii) all of the assets of our Thai subsidiaries, (iii) certain excluded bankaccounts, leases and contracts, (iv) any assets where the costs or other consequences (including any adverse taxconsequences) of granting security are disproportionate to the benefit of obtaining such security and (v) anyassets subject to third party arrangements which may prevent those assets from being subject to security, inaddition to the excluded assets described in the following paragraphs. See “Description of Notes — BriefDescription of the Notes, the Note Guarantees and the Security — Security” and “— We do not expect that all ofthe security interests in the Collateral for the benefit of holders of the Notes will be granted at the time of theissuance of the Notes. Any issues that we are not able to resolve in connection with the granting of such securityinterests may impact the value of the Collateral.”

It may be difficult to realise the value of the Collateral and the security over certain Collateral will not beperfected on the date of issuance of the Notes which may adversely affect the rights of holders of the Notesin the Collateral.

Applicable law requires that a security interest in certain tangible and intangible assets can only beproperly perfected and its priority retained through certain actions undertaken by the secured party. The firstpriority liens in the Collateral securing the Notes may not be perfected with respect to the claims of theholders of the Notes if the Common Security Agent does not take the actions necessary to perfect any of theseliens. We do not expect that all of the first priority liens in the Collateral for the benefit of holders of the Noteswill be in place at the time of the issuance of the Notes due to, among others, local law restrictions orrequirements. In particular, we do not expect (i) pledges over certain intellectual property rights, bankaccounts and contractual rights granted by STATS ChipPAC, (ii) security interests over contractual rightsgranted by the guarantors of the Notes and (iii) a security interest granted over certain property of STATSChipPAC Malaysia Sdn. Bhd. to be perfected at the time of the issuance of the Notes. See “Description ofNotes — Brief Description of the Notes, the Note Guarantees and the Security — Security.”

In addition, there can be no assurance that the Common Security Agent will have taken all actionsnecessary to create or maintain properly perfected security interests, which may result in the loss of thepriority of the security interest in favour of the holders of the Notes to which they would otherwise have beenentitled. Further, applicable law may provide that certain property and rights acquired after the grant of ageneral security interest, such as real property, equipment subject to a certificate of title and certain proceeds,can only be perfected at the time such property and rights are acquired and identified. STATS ChipPAC andthe guarantors of the Notes have limited obligations to perfect the security interest of the holders of the Notesin specified Collateral. There can be no assurance that the Trustee or the Common Security Agent will monitorthe future acquisition of property and rights that constitute Collateral, and that the necessary action will betaken to properly perfect the security interest in such subsequently-acquired Collateral. Neither the Trustee northe Common Security Agent has an obligation to monitor the acquisition of additional property or rights thatconstitute Collateral or the perfection of any security interest.

The security interests of the Common Security Agent will also be subject to practical problems generallyassociated with the realization of security interests in Collateral, including the failure to perfect securityinterests in the Collateral, the existence of any exceptions, defects, encumbrances, liens and otherimperfections, including those permitted under the indenture governing the Notes, the security documents inrespect of the Collateral and/or the Intercreditor Deed and accepted by the other senior creditors that have thebenefit of security interests in the Collateral from time to time, whether on or after the date the Notes are firstissued. Such occurrences could adversely affect the value of the Collateral, result in the loss of the securityinterests in the Collateral or the priority of the security interests in favour of the Notes against third parties, aswell as the ability of the Common Security Agent to realise or foreclose on such Collateral. Furthermore, thesecurity interests can be affected by a variety of other factors, including, among others, statutory liens or re-characterisation under the laws of certain jurisdictions.

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We will in most cases have control over the Collateral, and the sale of particular assets by us could reducethe pool of assets securing the Notes and the Note Guarantees.

The Bridge Loan Facility, the Intercreditor Deed, the indenture governing the Notes and the SecurityDocuments (as defined in “Description of Notes”) allow us to, subject to certain exceptions and conditions,remain in possession of, retain control over, freely operate, and collect, invest and dispose of any incomefrom, the Collateral securing the Notes and the Note Guarantees. We may, among other things, in accordancewith the terms of the Intercreditor Deed, the indenture governing the Notes and our other indebtedness,without any release or consent by the Common Security Agent or Trustee, conduct ordinary course activitieswith respect to Collateral, such as selling, abandoning or otherwise disposing of Collateral and makingordinary course cash payments (including repayments of indebtedness). Any disposal of, damage to, or anyother action or circumstances that may lead to a reduction in value of the Collateral while the Collateral is inour possession or subject to our control will reduce the value of Collateral securing the Notes, and thereforereduce the amount of proceeds that would be available to holders of the Notes upon an enforcement of theCollateral.

Security over the Collateral will not be granted directly to the holders of the Notes.

Security over the Collateral securing our obligations under the Notes, the Note Guarantees and theindenture governing the Notes will not be granted directly to the holders of the Notes but will be granted onlyin favour of the Common Security Agent. The indenture governing the Notes will provide (along with theIntercreditor Deed) that only the Common Security Agent has the right to enforce the Security Documents. Asa consequence, the holders of the Notes will not have direct security and will not be entitled to take directenforcement action in respect of the security for the Notes and the Note Guarantees, except through theCommon Security Agent, which has agreed to apply proceeds of enforcement on such security towards suchobligations in accordance with the terms of Intercreditor Deed.

Provided the Common Security Agent is indemnified and/or prefunded and/or secured to its satisfaction,it may be required to take action to enforce the Collateral in accordance with the instructions of the SeniorCreditors given under the Intercreditor Deed. In accordance with the terms of the Intercreditor Deed, theCommon Security Agent may request instruction from each group of Senior Creditors in connection with anyproposed enforcement action in respect of the Collateral. The Common Security Agent is required to followinstructions provided by the Senior Creditors holding no less than 50.1% of the voting rights for any decisionwith respect to the Collateral or, in certain instances, is required to follow instructions provided by facilityagents representing exposure equal to, or greater than, 20.0% of the aggregate amount of senior debt (asprovided in the Intercreditor Deed), excluding all exposure of the hedging banks. See “Description of Notes —Intercreditor Deed — Enforcement of Security.” Consequently, Senior Creditors (other than the holders of theNotes), as provided in the Intercreditor Deed, may instruct the Common Security Agent to take directenforcement actions in respect of the Collateral, without instruction from the holders of the Notes. See“Description of Indebtedness and Other Material Contracts — Other Material Contracts — IntercreditorDeed.”

The value of the Collateral may not be sufficient to satisfy our obligations under the Notes.

The Notes will be secured by liens on the Collateral, which Collateral also secures, or will secure, ourobligations under the Bridge Loan Facility, the Take-Out Facilities, certain hedging obligations and any otherdebt to the extent permitted by the terms of the Intercreditor Deed and indenture governing the Notes. See“Description of Notes — Brief Description of the Notes, the Note Guarantees and the Security — Security,”“Description of Notes — Intercreditor Deed,” “Description of Indebtedness and Other Material Contracts —Other Material Contracts— Intercreditor Deed” and “Description of Indebtedness and Other MaterialContracts — Other Material Contracts— Security Documents.” Your rights to the Collateral may be diluted byany increase in the debt secured by the Collateral or a reduction of the Collateral. The amount of proceeds thatultimately would be distributed in respect of the Notes upon any enforcement action or otherwise may not besufficient to satisfy our obligations under the Notes. The value of the assets pledged as Collateral for the Notescould also be impaired in the future as a result of changing economic conditions, the failure of us to implement

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our business strategy, competition and other future trends as well as factors such as the ability to sell theCollateral in an orderly sale, market and economic conditions, the availability of buyers and the condition ofthe Collateral and similar factors at the time of sale. The book value of the Collateral should not be relied onas a measure of realizable value for such assets. All or a portion of the Collateral may be illiquid and may haveno readily ascertainable market value. Each of these factors could reduce the likelihood of an enforcementaction as well as reduce the amount of any proceeds in the event of an enforcement action.

Enforcing your rights as a holder of the Notes or under the Collateral and Note Guarantees across multiplejurisdictions may be difficult.

The Notes will be issued by our Company and will be guaranteed by certain of our subsidiaries, which areincorporated under the laws of various jurisdictions. Your rights under the Notes, the Note Guarantees and theCollateral will therefore be subject to the laws of multiple jurisdictions, and you may not be able to enforceeffectively your rights in multiple bankruptcy, insolvency and other similar proceedings. Moreover, suchmulti-jurisdictional proceedings are typically complex and costly for creditors and often result in substantialuncertainty and delay in the enforcement of creditors’ rights. In addition, the bankruptcy, insolvency, foreignexchange, administration and other laws of the various jurisdictions may be materially different from or inconflict with one another and those of the United States, including in respect of creditors’ rights, priority ofcreditors, the ability to obtain post-petition interest and the duration of the insolvency proceeding. Theconsequences of the multiple jurisdictions involved in the transaction could trigger disputes over whichjurisdiction’s law should apply which could adversely affect your ability to enforce your rights and to collectpayment in full under the Notes and the Note Guarantees. See “Enforcement of Judgments” and “Validity andEnforceability of the Note Guarantees and the Security.”

The enforceability of the Note Guarantees issued by and security interests granted by the subsidiaryguarantors will be subject to the local laws of the jurisdictions in which such subsidiary guarantors areorganised.

The laws of certain of the jurisdictions in which the subsidiary guarantors are organised limit (i) theability of these subsidiaries to guarantee and secure debt of a direct or indirect parent company and/or (ii) anyobligations other than such subsidiaries’ direct obligations or the obligations of such subsidiaries’ subsidiaries.These limitations arise under various provisions or principles of corporate and tax law which includeprovisions requiring a subsidiary guarantor to receive adequate corporate benefit from the financing, financialassistance rules, ultra vires rules, rules governing preservation of share capital, thin capitalisation andfraudulent transfer principles. In many of these jurisdictions, the Note Guarantees and/or Security Documentswill contain language limiting the amount of debt guaranteed and/or secured to the maximum extent allowablein accordance with applicable local law. Accordingly, if you were to enforce the Note Guarantees and securityinterests of the subsidiary guarantors in these jurisdictions, your claims may be limited. If these limitationswere not observed, the Note Guarantees and security interests of the subsidiary guarantors could be subject tolegal challenge. Furthermore, although we believe that the Note Guarantees and security interests of thesesubsidiary guarantors are enforceable (subject to local law restrictions), a third party creditor may challengethese Note Guarantees and security interests and prevail in court.

Any enforcement of the Note Guarantees and Collateral after an insolvency event of any of the subsidiaryguarantors will be subject to the insolvency and administrative laws of such subsidiary guarantor’s jurisdictionof organisation, or the insolvency laws of the country where the centre of main interests of such subsidiaryguarantor is situated. The insolvency, administrative and other laws of each of these jurisdictions may bematerially different from, or in conflict with, each other, including in the areas of rights of creditors, priorityof governmental and other creditors, ability to obtain post-petition interest and duration of the proceeding. Theapplication of these laws, or any conflict among them, could call into question whether any particularjurisdiction’s law should apply, adversely affect your ability to enforce your rights under the Note Guaranteesand the Collateral in these jurisdictions or limit any amounts that you may receive.

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The granting of security in connection with the Notes will create hardening periods for such security inaccordance with the law applicable in certain jurisdictions. Any pledge of Collateral might be avoidable inbankruptcy.

The granting of security in connection with the Notes will create hardening periods for such security incertain jurisdictions. Any pledge of Collateral might be avoidable by the pledgor (as debtor in possession) orby its trustee in bankruptcy if certain events or circumstances exist or occur, including if the pledgor isinsolvent at the time of the pledge, the pledge permits the holders of the Notes to receive a greater recoverythan if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commencedwithin any applicable hardening period. Hardening periods run from the time security has been granted orperfected. The hardening periods for the Collateral, in such jurisdiction that recognise hardening periods,began to run from 6 August 2015, the date of the Bridge Loan Facility Agreement.

If the security granted or extended were to be enforceable before the end of the applicable hardeningperiod, it may not be possible to enforce it.

The floating charges that govern our security interest in much of the Collateral securing the Notes aresubject to a number of risks and limitations.

We have granted floating charges or assignments over the assets of certain of our subsidiary guarantorsthat will secure the obligations of each such subsidiary guarantor under the Note Guarantees and ourobligations under the Notes at closing.

Floating charges are subject to a number of risks and limitations, including that, among other things, inmost relevant jurisdictions, floating charge holders will not have first ranking priority as they will rank behindthe debts of certain preferential creditors, such as among others, depending on the jurisdiction, amounts due toemployees or in respect of taxes, which as a matter of law are entitled to be paid in priority to them. The rightsof floating charge holders to receive proceeds of enforcement will also be subject to prior payment of expensesof administration/insolvencies and, in certain jurisdictions, a statutory fund established out of the estate of theinsolvent company for the benefit of unsecured creditors. They may also rank behind subsequent prior rankingmortgages or fixed charges.

Depending on the jurisdiction, floating charges may be void (and therefore invalid) if they were grantedat a time when the relevant charging company was insolvent, and following which, the relevant chargingcompany became subject to winding up proceedings within a defined period of time (which period may beseveral years). In addition, assets secured under floating charges may be disposed of or encumbered bySTATS ChipPAC or the applicable subsidiary guarantor without the control or knowledge of the Trustee orthe Common Security Agent.

If the financial institutions that are part of the syndicate of our proposed Take-Out Facilities fail to extendcredit under such facility, our liquidity and results of operations may be adversely affected.

We expect to have access to capital through our proposed Take-Out Facilities. See “Recent Developments— Take-Out Facilities” and “Description of Indebtedness and Other Material Contracts — Description ofCertain Indebtedness and Perpetual Securities — Take-Out Facilities.” Each financial institution that becomespart of the syndicate for the proposed Take-Out Facilities will be responsible, on a several, but not joint, basis,for providing a portion of the loans to be made under that proposed facility. If any participant or group ofparticipants with a significant portion of the commitments of the Take-Out Facilities fails to satisfy its or theirrespective obligations to extend credit under such facility, and we are unable to find a replacement for suchparticipant or participants on a timely basis (if at all), our liquidity and results of operations may be adverselyaffected.

Many of the covenants in the indenture governing the Notes will not apply during any period in which theNotes are rated investment grade by at least two of S&P, Moody’s and Fitch.

Many of the covenants in the indenture governing the Notes will not apply to us during any period inwhich the Notes are rated investment grade by at least two of S&P, Moody’s and Fitch, or a nationally

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recognised statistical rating organisation if any of S&P, Moody’s or Fitch ceases to rate the Notes, provided atsuch time no default or event of default has occurred and is continuing. Such covenants restrict, among otherthings, our ability to pay distributions, incur debt and enter into certain other transactions. There can be noassurance that the Notes will ever be rated investment grade, or that if they are rated investment grade, thatthese ratings will be maintained. However, suspension of these covenants would allow us to engage in certaintransactions that would not be permitted while these covenants were in force. To the extent the covenants aresubsequently reinstated, any such actions taken while the covenants were suspended would not result in anevent of default under the indenture governing the Notes. See “Description of Notes — Certain Covenants —Changes in Covenants when Notes Rated Investment Grade.”

Risks Relating to Our Company

Global economic conditions have been challenging and have had, and may continue to have, an adverseeffect on the semiconductor industry and the demand for our products and services.

Global economic conditions have shown some signs of recovery since the global financial crisis,particularly in the U.S., but remain challenging as concerns remain on the sustainability of the recovery.Ongoing concerns over the sustainability of economic recovery in the U.S., its substantial debt burden andexpected shift in monetary policy to increase short term interest rates, the low price of crude oil across theglobe and the related implications for potential global deflation, volatility in Asian equity markets, particularlyChina, as well as concerns of slower economic growth in the European Union (the “E.U.”), Russia, China andJapan, have contributed to market volatility and diminished expectations for the U.S., Chinese, European andglobal economies. If countries in the Eurozone or other countries require additional financial support, ifsovereign credit ratings continue to decline, or in the event of a default on sovereign debt obligations in certaincountries including Greece, Argentina and Russia, yields on the sovereign debt of certain countries maycontinue to increase, the cost of borrowing may increase and credit may become more limited. In the U.S.,there continue to be concerns over the failure to achieve a long term solution to the issues of governmentspending, the increasing U.S. national debt and rising debt ceiling, and their negative impact on the U.S.economy as well as concerns over potential increases in cost of borrowing and reduction in availability ofcredit as the U.S. Federal Reserve ends its quantitative easing programme. Further, there continue to be signsof economic weakness such as weaker economic growth and low inflation in the E.U., Japan and China.Continuing conflicts and instability in various regions around the world may lead to additional acts ofterrorism and armed conflict around the world, as well as the growing concerns over the sustained and drasticfall in the price of crude oil and the associated risk of global deflation, which may contribute to furthereconomic instability in the global financial markets.

Our customers include a range of organisations in the semiconductor industry whose success isintrinsically linked to the health of the economy generally and of the semiconductor industry specifically. Thesemiconductor industry is highly cyclical and experiences significant fluctuations in customer demand,evolving industry standards, competitive pricing pressure that leads to steady declines in average sellingprices, rapid technological changes, risk associated with foreign currencies and enforcement of intellectualproperty rights. Additionally, the market in which we operate is very competitive. See “Management’sDiscussion and Analysis of Financial Condition and Results of Operations — Global Market Conditions.”

Although recent U.S. economic indicators have been more positive, there are still significant uncertaintiesin global economic conditions, which may result in our customers facing difficulties in forecasting andplanning for future business activities. A protracted period of weakness or uncertainty in the global economyand semiconductor industries may cause our customers to do the following:

• cancel or reduce planned expenditures for our products and services;

• seek to lower their costs by renegotiating their contracts with us;

• consolidate the number of suppliers they use, which may result in our loss of customers; or

• switch to lower-priced products or services provided by our competitors.

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There can be no assurance that global economic conditions will improve or that they will not deteriorate.A sustained period of uncertainty which could lead to a further global economic slowdown or a downturn inthe semiconductor industry would have a material adverse effect on our results of operations, cash flow,financial position and prospects.

Downturns in the semiconductor industry have adversely affected our operating results and may continue toadversely affect our operating results.

Our results of operations have been and will be significantly affected by conditions in the semiconductorindustry. Downturns in the semiconductor industry are characterised by:

• decreases in product demand;

• excess capacity;

• excess inventories;

• increased competition; and

• accelerated erosion in average selling prices.

In the six months ended 28 June 2015, our net revenues were $718.0 million, a decrease of 7.4% from$775.4 million in the six months ended 29 June 2014 due to (a) generally sluggish demand in thesemiconductor industry, particularly for smartphones in emerging markets, (b) lower demand for certain of ourend customers’ products in the high-end smartphones segment during the period prior to the release of theirnext generation products, and (c) weaker demand in the PC segment. In 2014, our net revenues were$1,585.8 million, a decrease of 0.8% from 2013, due to overall weaker demand in the wirelesscommunications market. In 2013, our net revenues decreased by 6.1% to $1,598.5 million from$1,701.5 million in 2012 primarily due to lower demand for wirebond packaging in the personal computersand consumer, multi-applications and other markets and the transition of technology from leaded wirebondingto advanced packaging, and lower demand in wafer level packaging and advanced packaging for the wirelesscommunications market. Pro forma for the Taiwan Restructuring, Capital Reduction, Distribution andPerpetual Securities Offering, our net revenues would have been $658.8 million and $705.8 million for the sixmonths ended 28 June 2015 and 29 June 2014, respectively, and $1,445.0 million for 2014. While thesemiconductor industry grew in 2014 and is expected to grow in 2015, there can be no assurance that thegrowth will continue or that there will not be a decline in the semiconductor industry in 2015 and beyondwhich will result in a material adverse effect on our business, financial condition and results of operations. Inaddition, even if the semiconductor industry continues to grow, there can be no assurance that our net revenueswill also grow or that it will grow in line with the growth in the total revenues of the semiconductor industry.

A decrease in demand for communications equipment, particularly mobile communications equipment,consumer and multi-applications or PCs, may adversely affect our business.

Substantially all of our net revenues are derived from customers who use our packaging or test servicesfor semiconductors used in communications equipment, particularly mobile communications equipment,consumer and multi-applications, or PCs. There can be no assurance that demand for communicationsequipment, including mobile communications equipment, consumer and multi-applications or PCs, will notdecrease in 2015 and beyond which could result in a material adverse effect on our business, financialcondition and results of operations.

In addition, a decline in average selling prices of communications equipment, including mobilecommunications equipment, consumer and multi-applications or PCs, places significant pressure on the pricesof the components that are used in these products. If the average selling prices of such equipment, continue todecrease, the pricing pressure on our services may reduce our net revenues and therefore significantly reduceour gross profit margin.

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Decisions by our integrated device manufacturer (“IDM”) customers to curtail outsourcing may adverselyaffect our business.

Historically, we have been dependent on the trend in outsourcing of packaging and test services by IDMs.Our IDM customers continually evaluate the outsourced services against their own in-house packaging andtest services. As a result, at any time, IDMs may decide to shift some or all of their outsourced packaging andtest services to internally sourced capacity. Any such shift or a slowdown in this trend of outsourcingpackaging and test services is likely to adversely affect our business, financial condition and results ofoperations.

In a downturn in the semiconductor industry, IDMs would typically respond by shifting some outsourcedpackaging and test services to internally serviced capacity on a short-term basis. This would have a materialadverse effect on our business, financial condition and results of operations.

We may not be able to compete successfully in our industry.

The OSAT industry is very competitive and diverse, and requires us to bring the most technologicallyadvanced packages to market as quickly as our competitors as well as be capable of testing increasinglycomplex semiconductors. The industry comprises both large multi-national companies and small niche marketcompetitors. We face intense competition from a number of competitors including, among others, AdvancedSemiconductor Engineering, Inc., Amkor Technology, Inc. and Siliconware Precision Industries Co., Ltd., allof whom have facilities that are primarily located in the Asia Pacific region.

Each of these companies has significant manufacturing capacity, financial resources, research anddevelopment operations, marketing and other capabilities and has been in operation for some time. Suchcompanies have also established relationships with many of our current or potential customers.

We also face competition from the internal capabilities and capacity of many of our current and potentialIDM customers. Many IDMs have greater financial, technical and other resources than we have and may relyon internal sources for packaging and test services for a number of reasons including due to:

• their desire to realise higher utilisation of their existing packaging and test capacity;

• their unwillingness to disclose proprietary technology;

• their possession of more advanced packaging and testing technologies; and

• the guaranteed availability of their own packaging and test capacity.

As a result of these industry and market characteristics, key elements of competition in the independentsemiconductor packaging market include breadth of packaging offerings, time-to-market, technicalcompetence, design services quality, production yields, reliability of customer service and price. We cannotassure you that we will be able to compete successfully in the future against our existing or potentialcompetitors or that our customers will not rely on internal sources for packaging and test services, or that ourbusiness, financial condition and results of operations will not be adversely affected by such increasedcompetition.

We depend on a small number of customers for a significant portion of our revenues and any decrease insales to any of them could adversely affect our business and results of operations.

We are dependent on a small group of customers for substantially all of our net revenues. In thesix months ended 28 June 2015 and in 2014, 2013 and 2012, our ten largest customers in the aggregateaccounted for 72.3%, 71.0%, 68.0% and 67.3%, respectively, of our net revenues. Our largest customer in thesix months ended 28 June 2015 and in 2014, 2013 and 2012 individually contributed approximately 16.9%,23.6%, 29.9% and 26.9%, respectively, of our net revenues and no other customer individually contributed10.0% or more of our net revenues in 2014.

Although no single customer is expected to account for more than 30.0% of our net revenues in 2015, weanticipate that our ten largest customers will continue to account for a significant portion of our net revenues

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for the foreseeable future. Our ability to retain and grow our business with these and other customers, and toadd new customers, is important to our ongoing success. However, we believe our ability to grow our businesswith these and other customers is limited because our customers typically allocate their requirements to morethan one supplier to limit their dependence on any particular supplier. Furthermore, the loss of one or more ofour ten largest customers due to the termination of product lines, shifting of business to their other suppliers orotherwise, financial difficulties or reduced and delayed demand from any of our ten largest customers, couldhave a material adverse effect on our business, financial condition and results of operations.

Our contracts with our customers can typically be terminated by our customers with or without cause,either with immediate effect in certain circumstances or with notice for a period typically ranging from 30 to90 days and generally without penalty. Moreover, our contracts with our customers do not generally requireminimum purchases of our products or services. Any loss of customers or decrease in sales to our customerscould have a material adverse effect on our business, financial condition and results of operations.

In line with industry practice, new customers usually require us to pass a lengthy and rigorousqualification process that can take up to six months at a significant cost to the customer prior to using ourservices at a particular facility. As a result, customers are reluctant to qualify new packaging and test serviceproviders and facilities of such services providers and it may be difficult for us to attract new major customersand/or break into new markets. In addition, the land on which our China plant is located has been requisitionedby the Chinese government, due to recent changes in the long term zoning, development and constructionplans for the area in which it is located. As a result, we have to relocate the facility to a new manufacturingsite in China by the end of 2017. There can be no assurance that our existing customers who are serviced byour China plant will be willing to qualify our new China plant for the provision of services provided at ourcurrent China plant and, if they refuse to do so, our results of operations and financial condition may beadversely affected. For example, following the closure of our Malaysia plant in the fourth quarter of 2014,although we had devoted considerable resources to qualify our China plant for the provision of servicesprovided to existing customers at our Malaysia plant, a number of existing customers who had been servicedby our Malaysia plant declined to qualify our China plant for the provision of those services provided to themat our Malaysia plant, which resulted in a significant loss of revenue.

If we fail to qualify packages with potential or existing customers or customers with whom we haverecently become qualified do not use our services, then our customer base could become more concentratedwith an even more limited number of customers accounting for a significant portion of our net revenues.Furthermore, we believe that once a semiconductor company has selected a particular supplier, thesemiconductor company generally relies on that supplier’s packages for specific applications and, to the extentpossible, subsequent generations of that supplier’s packages. Accordingly, it may be difficult to achievesignificant sales from a customer once it selects another supplier’s packaging and test services. See“Business — Customers.”

We may not be able to develop or access leading technology which may affect our ability to competeeffectively.

The semiconductor packaging and test markets are characterised by rapid technological change andincreasing complexity. We must be able to offer our customers packaging and test services based upon themost advanced technology. This requirement could result in significant research and developmentexpenditures and capital expenditures in the future. We periodically review our equipment for obsolescenceand impairment. If we determine that, due to technological advances, changes in market direction, reduceddemand in certain end-markets or otherwise, the anticipated future usage of any of our equipment has beendiminished, we will write down the carrying book values of such equipment. For example, we recognisedgoodwill and equipment impairment charges in the aggregate of $27.9 million in 2012 in connection with ourevaluation of the fair value of the equipment in our Malaysia plant to mainly align with the transition oftechnology by certain customers from leaded wirebonding to advanced packaging. In 2014, we also recognisedequipment impairment charges of $3.7 million in connection with the impairment of certain 200mm waferlevel packaging equipment. We cannot assure you that we would not have to further write down the carryingbook values of our equipment in the future.

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Developing new technology may result in longer sales cycles and product implementations, which maycause revenue and operating income to fluctuate or fail to meet expectations. Also, if we commit to atechnology that we develop, which is in the initial part of its sales cycle, and such technology is not adopted orembraced by our customers for any reason, we could fail to recoup our investment in such new technology.We could also miss the opportunity to benefit from the higher average selling prices which are derived frompackaging and test services that are developed by our competitors after our development of our technology. Inaddition, our choice of packaging and test equipment is important because obtaining the wrong packaging andtest equipment or failing to understand market requirements will make us less competitive and will lower ourasset utilisation. In order to remain competitive, we must be able to upgrade or migrate our packaging and testequipment to respond to changing technological requirements. If we fail to develop advanced packaging andtest services or to access those developed by others in a timely manner, we could lose existing customers orfail to acquire potential customers demanding these advanced services.

Our profitability will be affected by average selling prices of packaging and test services that haveexperienced pricing pressures and have a tendency to decline.

Decreases in the average selling prices of our packaging and test services can have a material adverseeffect on our profitability. The average selling prices of packaging and test services have declined historically,with packaging services in particular experiencing severe pricing pressure. This pricing pressure for packagingand test services is likely to continue and may intensify, particularly in a downturn in the semiconductorindustry. In addition, our strategy to deepen our market penetration in China may lead to a reduction in ourprofitability as we aim to increase our sales in the mid-tier and entry level segments of the mobile devicemarket in China, which generally have lower margins than higher-end segments. Our ability to maintain orincrease our profitability will continue to be dependent, in large part, upon our ability to offset decreases inaverage selling prices by shifting to higher margin packaging and test services, improving productionefficiency or increasing unit volumes packaged and tested. If we are unable to do so, our business, financialcondition and results of operations could be materially adversely affected.

We may be subject to intellectual property rights disputes which could materially and adversely affect ourbusiness.

Our ability to compete successfully will depend, in part, on our ability to operate without infringing theproprietary rights of others. However, we may not be aware of the intellectual property rights of others orwhether such rights conflict with our rights, or be familiar with the laws governing such rights in certaincountries in which our products and services are or may be sold. As the number of patents, copyrights andother intellectual property rights in our industry increases, and as the coverage of these rights increases, wemay face more frequent patent and other intellectual property infringement claims brought by third parties.

In the event that any valid claim is made against us, we could be required to:

• stop using certain processes or other intellectual property;

• cease manufacturing, using, importing or selling infringing packages;

• pay substantial damages;

• develop non-infringing technologies; and/or

• attempt to acquire licenses to use the infringed technology.

It is the nature of the semiconductor industry that, from time to time, we may receive communicationsalleging that we have infringed intellectual property rights of others. See “— We may be subject to claims andlitigation which could materially and adversely affect our business.” Although we may seek licenses from, orenter into agreements with, third parties covering the intellectual property that we are allegedly infringing, wecannot assure you that any such licenses could be obtained on acceptable terms, if at all. We may also have tocommence lawsuits against companies who infringe our intellectual property rights. Such claims could resultin substantial costs and diversion of our resources.

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Any of the foregoing could have a material adverse effect on our business, financial condition and resultsof operations.

We may be subject to claims and litigation which could materially and adversely affect our business.

We are subject to claims and litigation, which arise in the normal course of business. A courtdetermination that our products or processes infringe the intellectual property rights of others could result insignificant liability and/or require us to make material changes to our products and/or processes. Due to theinherent uncertainties of litigation, we cannot accurately predict the ultimate outcome and it could result insignificant liability and could have a material adverse effect on our business, financial condition and theresults of operations.

For example, in February 2006, our Company, STATS ChipPAC Inc. and STATS ChipPAC (BVI)Limited were named as defendants in a patent infringement lawsuit filed in the United States Federal Court forthe Northern District of California. The plaintiff, Tessera Inc. (“Tessera”), asserted that semiconductor chippackaging, specifically devices having Ball Grid Array (“BGA”) and multi-chip BGA configurations used bythe defendants, infringe certain patents of Tessera. As of September 2010, all of the asserted patents hadexpired. On 29 January 2013, our Company, ChipPAC and STATS ChipPAC (BVI) Limited signed adefinitive Patent License and Settlement Agreement with Tessera (the “Settlement Agreement”). ThisSettlement Agreement resulted in the dismissal of all claims and counterclaims between Tessera and ourCompany, ChipPAC and STATS ChipPAC (BVI) Limited and ended the patent litigation between thecompanies. Under the Settlement Agreement, our Company has agreed to make scheduled payments toTessera, the discounted value of which our Company has fully provisioned for and recorded under the selling,general and administrative expenses for fiscal year 2012 and was recorded under non-current liabilities as of30 December 2012.

In 2014, ERS Electronic GMBH filed a claim against us in the High Court of Singapore alleging that wehave infringed two of its patents relating to debonder machines used in our wafer level package assemblyprocess. We are currently participating in mediation proceedings related to this claim with ERS ElectronicGMBH. Although we believe this claim is without merit and we intend to defend the claim vigorously, therecan be no assurance that the legal or mediation proceedings relating to this claim will be resolved in ourfavour.

Any further claims and litigation that we may be subject to, such as the foregoing, could have a materialadverse effect on our business, financial condition and results of operations.

We also, from time to time, receive requests for indemnification from customers against pending orthreatened infringement claims brought against such customers, such as the Tessera case described above. Theresolution of any future allegation or request for indemnification could have a material adverse effect on ourbusiness, financial condition and results of operations.

We may be unsuccessful in achieving our desired synergies with JCET.

We expect to achieve cost and revenue synergies as a result of our acquisition by JCET. See“Management’s Discussion and Analysis of Financial Condition and Results of Operations — The Change ofControl and Related Transactions” and “Business — Our Strengths and Strategy.” However, we could facechallenges in achieving our revenue synergies because of challenges in successfully marketing our productsand services to JCET’s Asian customer base or because we are unable to identify opportunities for efficientredeployment of our manufacturing capacity with JCET. Similarly, we may not be able to improve ourprocurement efficiency and effectiveness, optimise our capacity utilisation, improve our operationalefficiencies, rationalise our capital expenditure or benefit from research and development efficiencies to theextent we have envisaged from our acquisition by JCET, or at all, to achieve our desired cost savings andsynergies.

As a result, there can be no assurance that the Change of Control Transaction will have the desired effecton our revenue or costs or both to the extent described in this offering circular, or at all.

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We may not be able to successfully implement our strategy if we do not control our operating expenses.

The successful implementation of our strategy depends, to a substantial degree, on our ability to increaseour revenue while at the same time, reducing or controlling our operating expenses. Cost reduction initiativeswe have implemented and continue to implement include productivity improvements, material cost reduction,reduction in capital expenditures and reduction in labour cost through other measures.

We cannot assure you that our efforts will produce the expected cost savings and other benefits. Inaddition, the cost reduction efforts may adversely affect the effectiveness of our financial and operationalcontrols and may result in disruptions to our operations.

We have experienced substantial losses in the past and may do so in the future.

We incurred a net loss of $23.6 million in the six months ended 28 June 2015 and $21.8 million in 2014primarily as a result of overall sluggish demand in the semiconductor industry, particularly in the wirelesscommunications market. In 2013, we incurred a net loss of $47.5 million primarily as a result of exceptionalcharges related to the closure of our factory in Malaysia and, to a lesser extent, debt refinancing charges. Proforma for the Taiwan Restructuring, Capital Reduction, Distribution and Perpetual Securities Offering, wewould have incurred a net loss of $24.0 million and $32.8 million in the six months ended 28 June 2015 and in2014, respectively. As the Taiwan Entities were generally relatively profitable between 2010 and 2015, whilewe have incurred substantial losses since 2013, the consolidation of the Taiwan Entities’ results of operationswith ours reduced our net loss in 2013 and 2014, and the six months ended 28 June 2015, and in other years,increased our net income. Following the divestment of the Taiwan Entities pursuant to the Capital Reductionand Distribution, the Taiwan Entities’ results of operations have ceased to be consolidated with ours, whichwill likely result in an increase in our net loss position or a decrease in our net income as well as a reduction inour profit margins on account of the relatively higher margins for products and services sold by the TaiwanEntities, which we do not sell through our current subsidiaries. We may continue to incur additional losses inthe future due to a variety of factors, including if a downturn in the semiconductor industry were to recur.

We may incur significant capital expenditures in the future and therefore may require additional financingin the future, which may not be available on terms favourable to us, if at all.

Our capital expenditures are largely driven by the demand for our services. Our capital expenditures were$89.0 million in the six months ended 28 June 2015, $534.7 million in 2014, $507.5 million in 2013 and$409.9 million in 2012. Our total capital commitments as of 28 June 2015 were $53.6 million. To grow ourbusiness, we will need to increase our assembly and test capacity, to replace existing equipment from time totime and to expand our facilities. This will require substantial capital expenditures for additional equipment.These expenditures will likely be made in advance of generating sales revenue. We cannot assure you that ournet revenues will be maintained or will increase after these expenditures are incurred. Failure to generaterevenue after these expenditures could have a material adverse effect on our business, financial condition andresults of operations.

We may need to obtain additional debt or equity financing to fund our capital expenditures. However, wecannot assure you that we will be able to obtain additional financing for our capital expenditures on terms thatare acceptable to us or at all. In addition, although we currently do not have any material future expansionplans, we may experience unanticipated costs, delays or difficulties in implementing expansion plans in thefuture. An inability to pursue additional expansion opportunities will have a material adverse effect on ourability to achieve our desired level of revenue growth in future periods.

Additional debt financing, if available, may:

• limit our Company or our subsidiaries’ ability to pay dividends or require us to seek consents for thepayment of dividends;

• increase our vulnerability to general adverse economic and industry conditions;

• limit our ability to pursue our growth plan;

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• require us to dedicate a substantial portion of our cash flow from operations to payments on our debt,thereby reducing the availability of our cash flow to fund capital expenditures, working capital andother general corporate purposes; and

• limit our flexibility in planning for, or reacting to, changes in our business and our industry.

If we expend significant amounts of cash or incur additional debt, our liquidity may decline and we maybe more vulnerable to a global economic downturn.

We recorded goodwill impairment charges of $24.1 million and $24.5 million to our earnings in 2012 and2011, respectively, and may be required to record another significant charge to earnings in the future whenwe review our goodwill or other intangible assets for potential impairment.

As of 28 June 2015, we had goodwill and other intangible assets of $381.5 million and $33.9 million,respectively. Under SFRS, we are required to review our goodwill and intangible assets for impairmentwhenever circumstances indicate the carrying value may not be recoverable. In addition, goodwill and otherintangible assets with indefinite lives are required to be tested for impairment at least annually. Variousuncertainties, including deterioration in the global economic condition, a downturn in the semiconductorindustry and the occurrence of natural disasters that impact our business, could impact expected cash flows tobe generated by the goodwill or other intangible assets, and may result in impairment of these assets in thefuture. We performed an impairment review and recorded goodwill impairment charges of $24.1 million and$24.5 million to our earnings in 2012 and 2011, respectively. The impairment in 2012 was recorded inconnection with our evaluation of the fair value of the equipment in our Malaysia plant to mainly align withthe transition of technology by certain of our customers from leaded wirebonding to advanced packaging. Theimpairment in 2011 was as a consequence of the flood in Thailand in the fourth quarter of 2011 whereextensive equipment and facility damage beyond economic restoration severely affected the ability to supportongoing demand from customers and resulted in substantially reduced manufacturing capability and scale ofour Thailand plant.

Although our impairment review of goodwill in the six months ended 28 June 2015 and in 2014 and 2013did not indicate any impairment, we may be required in the future to record another significant charge toearnings in our financial statements during the period in which any impairment of our goodwill or otherintangible assets is determined. Notwithstanding that any such impairment would be a non-cash expense, suchcharges will likely have a significant adverse impact on our results of operations.

Our operating results have fluctuated, and may continue to fluctuate, from quarter to quarter, which maymake it difficult to predict our future performance.

Our operating results have fluctuated and may continue to fluctuate substantially from quarter to quarterdue to a wide variety of factors, including:

• general economic conditions in the semiconductor industry and the markets addressed by end-users ofsemiconductors;

• a shift by IDMs between internal and outsourced packaging and test services;

• the seasonality of the semiconductor industry;

• the short-term nature of our customers’ commitments;

• the rescheduling or cancellation of large orders;

• the timing and volume of orders relative to our capacity;

• changes in capacity utilisation;

• the erosion of the selling prices of packages;

• changes in our product mix;

• the rescheduling, cancellation and timing of expenditures in anticipation of future orders;

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• disruptions caused by the installation of new equipment or the relocation of our China facility;

• the ability to obtain adequate equipment and materials on a timely and cost-effective basis;

• any exposure to currency and interest rate fluctuations that may not be adequately covered under ourhedging policy;

• weakness in the supply of wafers and substrates;

• loss of key personnel or the shortage of available skilled workers;

• goodwill and equipment impairments;

• restructuring charges; and

• changes in effective tax rates.

As a result of all of these factors, we believe that using historical results to predict our future performancemay not be meaningful. In addition, unfavourable changes in any of the above factors may adversely affect ourbusiness, financial condition and results of operations.

If we are unable to maintain or increase our capacity utilisation, our gross margin will be adverselyaffected.

As a result of the capital intensive nature of our business, our operations are characterised by high fixedcosts. Consequently, high capacity utilisation allows us to maintain higher gross margins because it enables usto allocate fixed costs over a greater number of units packaged and tested. Insufficient utilisation of installedcapacity can have a material adverse effect on our gross margin. Our capacity utilisation improved in 2010 dueto the strong growth in the semiconductor industry that year compared to the low demand level during thedownturn in the semiconductor industry in 2009, but declined in 2011 and 2012. According to market researchdata, in 2012, total revenues of the global semiconductor industry declined by 3%. According to Gartner, thesemiconductor industry recovered and grew by approximately 5% in 2013 and by approximately 8% in 2014.Gartner expects the semiconductor industry to decline by approximately 0.7% in 2015, on account of excessinventory and slower demand, resulting in lower growth for the OSAT industry for 2015. Furthermore,dynamic random-access memory (“DRAM”) revenue growth for 2015 is also expected to be lower due to aweaker pricing outlook and lower demand for PCs and tablets. There can be no assurance that there will be nonew capacity additions at Taiwan-based OSATs that will affect the capacity utilisation of our plants, whichmay in turn adversely impact our gross margin.

Our ability to maintain or enhance our gross margins will continue to be dependent, in large part, uponour ability to maintain or increase capacity utilisation. Capacity utilisation may be affected by a number offactors and circumstances, including:

• overall industry conditions;

• installation of new equipment in anticipation of future business;

• the level of customer orders;

• operating efficiencies;

• mechanical failure;

• disruption of operations due to expansion of operations, introduction of new packages or relocation ofequipment or facilities;

• disruption in supply of raw materials;

• changes in product mix; and

• flood, fire or other natural disasters.

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For example, in late 2011, the floods in Thailand caused significant damage to our Thailand assemblyplant that severely affected our ability to fulfil the continued demand from our customers, which may haveresulted in customers’ use of alternative suppliers. We cannot assure you that the volume of orders receivedfrom such customers in the future will be maintained at the same level as the period prior to the floods or atall. Further, we cannot assure you that our capacity utilisation will not be materially adversely affected byfurther declines in the semiconductor industry, declines in industries that purchase semiconductors or otherfactors. Any inability on our part to maintain or increase our capacity utilisation could have a material adverseeffect on our business, financial condition and results of operations.

If we are unable to obtain packaging and test equipment in a timely manner or on reasonably favourableterms and prices, we may be unable to meet customer demand and our revenue may decline.

The semiconductor packaging and test business is capital intensive and requires investment in expensivecapital equipment manufactured by a limited number of suppliers which are located principally in the UnitedStates, Singapore, Europe, South Korea and Japan. The market for capital equipment used in semiconductorpackaging and testing is characterised, from time to time, by intense demand, limited supply and long deliverycycles. Our operations and expansion plans are highly dependent upon our ability to obtain a significantamount of such capital equipment from a limited number of suppliers. If we are unable to obtain certainequipment, such as testers and wirebonders, in a timely manner, we may be unable to fulfil our customers’orders which would negatively impact our business, financial condition and results of operations.

Generally, we have no binding supply agreements with any of our suppliers and we acquire ourequipment on a purchase order basis which exposes us to substantial risks. For example, increased levels ofdemand for the type of capital equipment required in our business may cause an increase in the price of suchequipment and may lengthen delivery cycles, which could have a material adverse effect on our business,financial condition and results of operations. In addition, adverse fluctuations in foreign currency exchangerates could result in increased prices for certain equipment purchased by us, which could have a materialadverse effect on our business, financial condition and results of operations.

Research and development investments may not yield profitable and commercially viable packages or testservices and thus will not necessarily result in increases in revenues for us.

We invest significant resources in our research and development. Despite the weak global economicconditions, we incurred $17.3 million, $39.2 million, $46.4 million and $51.7 million in research anddevelopment expenses in the six months ended 28 June 2015, and in 2014, 2013 and 2012, respectively.Research and development costs for new packaging and test services continue to increase. We may incursubstantially higher research and development costs as products have become more complicated and have ashorter lifespan. However, research and development may not yield commercially viable packages or testservices. The process to prove out and qualify new packages and test services is conducted in various stageswhich may take one or more years to complete, and during each stage there is a substantial risk that we willhave to abandon a potential package or test service which is no longer marketable and in which we haveinvested significant resources. In the event we are able to qualify new packaging or test services, a significantamount of time will have elapsed between our investment in new packaging or test services and the receipt ofany related revenues. In addition, from time to time, our customers may request, and have requested, researchand development services relating to the development of packages and/or services. These customers may not,and generally do not, reimburse us for our research and development expenses if the developed package orservice does not achieve expected levels of demand or utilisation.

We do not have any significant backlog because our customers do not place purchase orders far in advance,which makes us vulnerable to sudden changes in customer demand.

Our customers generally do not place purchase orders far in advance, and our contracts with majorcustomers do not generally require minimum purchases of our products or services. In addition, ourcustomers’ purchase orders vary significantly from period to period because demand for their products is oftenvolatile and unpredictable. As a result, we do not typically operate with any significant backlog. The lack of a

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significant backlog makes it difficult for us to forecast our net revenues in future periods and causes ouroperating results to fluctuate from period to period. Moreover, our expense levels are based in part on ourexpectations of future revenue and we may be unable to adjust costs in a timely manner to compensate for anyrevenue shortfalls. We expect that in the future our net revenues in any period will continue to be substantiallydependent upon purchase orders received in the relevant period. We cannot assure you that any of ourcustomers will continue to place orders with us in the future at the same levels as in prior periods. We alsocannot assure you that our customers’ orders will be consistent with our expectations when we made or willmake the necessary investments in raw materials, labour and equipment. Further, any adverse change in theglobal economic conditions or the global supply chain, such as disruptions to supply or the unavailability ofraw materials, could restrict our customers’ ability to accurately forecast demand which could adversely affectour business, financial condition and results of operations.

We generally do not have any long-term supply contracts with our raw materials suppliers and may not beable to obtain the raw materials required for our business at reasonable prices, which could have a materialadverse effect on our business.

We obtain the raw materials we need for our packaging services from outside suppliers. We purchase ourmaterials, including substrates, gold and other commodity materials such as copper, as required on a purchaseorder basis and have not generally entered into long-term contracts with our suppliers. The price of gold andother commodities used in our business fluctuate from time to time. If we cannot obtain sufficient quantities ofraw materials at reasonable prices or if we are not able to pass on higher materials costs to our customers, thiscould have a material adverse effect on our business, financial condition and results of operations.

We may not be able to adequately assess and monitor credit risks of our customers which may result inlonger collection cycles and bad debt expense.

Our exposure to credit risks from our customers may increase if the current or future economic conditionsaffect the liquidity and solvency of our customers, and this would have a material adverse effect on ourfinancial condition and results of operations if the credit risks of our customers are not adequately assessedand monitored.

We need a controlled environment for our operations and any prolonged inability to maintain a clean roomenvironment may disrupt our operations and materially adversely affect our business.

Our packaging and testing operations take place in areas where air purity, temperature and humidity arecontrolled. If we are unable to control our packaging or testing environment, our packaging or test equipmentmay become non-functional or the packaged and tested semiconductors may be defective. If we experienceprolonged interruption in our operations due to problems in the clean room environment, this could have amaterial adverse effect on our business, financial condition and results of operations.

Loss of our key management and other personnel, or an inability to attract such management and otherpersonnel, could impact our business.

We depend on our key senior management to run our business. We do not maintain “key man” lifeinsurance on any of our personnel. On the Change of Control Date when the JCET Offer was declaredunconditional in all respects, our board members at that time resigned and our new majority shareholder,JCET-SC, elected a new Board of Directors to replace the outgoing board members. Mr. Tan Lay Koon andDr. Han Byung Joon, who were our President and Chief Executive Officer, and our Chief Technology Officerand Executive Vice President, respectively, prior to the Change of Control Date, were each appointedCo-President and Chief Executive Officer of our Company on the Change of Control Date. On 6 November2015, Mr. Tan stepped down as a Co-President and Chief Executive Officer of our Company and Dr. Hanbecame our sole President and Chief Executive Officer. Mr. Woo Kwek Kiong was appointed our ChiefFinancial Officer on the Change of Control Date in replacement of our prior Chief Financial Officer whoresigned in June 2015 in light of the Change of Control Transaction. Mr. IK Shim and Mr. Cindy Palar were

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appointed our new Chief Technology Officer and Senior Vice President, Operations Management andStrategy, respectively. Our former general counsel also resigned in June 2015 in light of the Change of ControlTransaction. Although JCET-SC has announced that it intends and desires that there be continuity ofmanagement and minimal disruption of our business and for this purpose has entered into the employmentundertaking with Dr. Han and we have put in place a retention plan as described under “Management —Retention Plan and Retention and Other Payments,” there is nevertheless no assurance that he or other keypersonnel will not resign. For example, of the 167 senior and mid-level employees (including 12 of our keypersonnel) that executed retention agreements prior to the Change of Control Date, 153 were employed by usas of 27 August 2015. Further, there can be no assurance that JCET-SC will make decisions with respect toour management team or our employees that are in our interests. The loss of any of our key personnel couldhave a material adverse effect on our business, financial condition and results of operations, particularly if weare unable to find, relocate and integrate adequate replacements for any of these persons in a timely manner orat all.

In addition, our newly appointed directors have no track record in the governance of our Company. Therecan be no assurance that our newly appointed directors and our management (following the changes to ourmanagement team described above) would together be effective in developing or growing our business.

Further, in order to develop or grow our business, we will require experienced technical, customersupport, sales and management personnel and other skilled employees. We may be unable to attract or retainthese persons, which could disrupt our operations or materially adversely affect the success of our business.

The packaging and testing process is complex and our production yields and customer relationships maysuffer from defects or malfunctions in our test equipment or defective packages and the introduction of newpackages.

Semiconductor packaging and testing are complex processes that require significant technological andprocess expertise. Semiconductor testing involves sophisticated test equipment and computer software. Wedevelop computer software which is used to test our customers’ semiconductors. We also develop conversionsoftware programmes which enable us to test semiconductors on different types of testers. Similar to mostsoftware programmes, these software programmes are complex and may contain programming errors or“bugs.” In addition, the testing process is subject to operator error by our employees who operate our testequipment and related software. Any significant defect in our testing or conversion software, malfunction inour test equipment or operator error could reduce our production yields, damage our customer relationshipsand materially harm our business.

The packaging process is complex and involves a number of precise steps. Defective packages primarilyresult from:

• contaminants in the manufacturing environment;

• human error;

• equipment malfunction;

• defective raw materials; or

• defective plating services.

These and other factors have, from time to time, contributed to lower production yields. They may do soin the future, particularly as we expand our capacity or change our processing steps. In addition, to becompetitive, we must continue to expand our offering of packages. Our production yields on new packagestypically are significantly lower than our production yields on our more established packages.

Our failure to maintain high standards or acceptable production yields, if significant and prolonged, couldresult in loss of customers, increased costs of production, delays, substantial amounts of returned goods andclaims by customers relating thereto. Any of these problems could have a material adverse effect on ourbusiness, financial condition and results of operations.

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We could suffer adverse tax and other financial consequences if there is a change in the tax laws andregulations in the various jurisdictions in which we conduct our business or if taxing authorities do notagree with our interpretation of applicable tax laws.

We are subject to laws and regulations in various tax jurisdictions and as a result are subject to taxationand continual examination by a number of taxing authorities. Tax rates vary among the jurisdictions in whichwe operate and we have been granted preferential income tax and tax holidays in some of these jurisdictions.A change in the foreign tax laws or in the construction of the foreign tax laws governing these preferentialincome tax and tax holidays, or our failure to comply with the terms and conditions governing the preferentialincome tax and tax holidays, could result in us not recognising the anticipated benefits we expect to derivefrom them, which would decrease our profitability in those jurisdictions.

From time to time, the taxing authorities of the relevant jurisdictions may conduct examinations of ourincome tax returns and other regulatory filings. Tax authorities may disagree with our intercompany charges,cross-jurisdictional transfer pricing or other matters and assess additional taxes. We regularly assess the likelyoutcomes of these examinations in order to determine the appropriateness of our tax provision. However, therecan be no assurance that we will accurately predict the outcomes of these examinations, and the amountsultimately paid upon resolution of examinations could be materially different from the amounts previouslyincluded in our income tax expense and therefore could have a material adverse impact on our results ofoperations and financial position.

Our intellectual property is important to our ability to succeed in our business but may be difficult to obtainand protect.

Our ability to compete successfully and achieve future growth in net revenues will depend, in part, on ourability to develop and to protect our intellectual property and the intellectual property of our customers. Weseek to protect proprietary information and know-how through patents, the use of confidentiality andnon-disclosure agreements and limited access to and distribution of proprietary information. As of 28 June2015, we held a total of approximately 2,819 issued patents and pending patent applications. Of these, we haveapproximately 1,434 patents granted or allowed by the United States Patent and Trademark Office (“PTO”)and approximately 533 patents registered or allowed in Singapore, South Korea and other countries.

We cannot assure you that any of our pending applications for patents will be granted, or, if granted, willnot be challenged, invalidated or circumvented or will offer us any meaningful protection. Further, we cannotassure you that the Asian countries in which we market our products will protect our intellectual propertyrights in the same manner or to the same extent as the United States. Additionally, we cannot assure you thatour competitors will not challenge our rights in such intellectual property, or develop, patent or gain access tosimilar know-how and technology, or reverse engineer our packaging services, or that any confidentiality andnon-disclosure agreements upon which we rely to protect our trade secrets and other proprietary informationwill be adequate protection. The occurrence of any such events could have a material adverse effect on ourbusiness, financial condition and results of operations.

We have licenses to use third party patents, patent applications and other technology rights, as well astrademark rights, in the operation of our business. To the extent these licenses are not perpetual andirrevocable, we believe that these licenses will be renewable under normal or reasonable commercial termsupon their expiration. However, we may be unable to utilise the technologies under these licenses if they arenot extended or otherwise renewed or if any of these licenses are terminated by the licensor. Alternatively, ifwe are able to renew these licenses, we cannot assure you that they will be renewed on the same terms ascurrently exist. Any termination of, or failure to extend or renew, these licenses could cause us to incursubstantial liabilities and to suspend the services and processes that utilise these technologies.

Liabilities and obligations under certain environmental laws and regulations could require us to spendadditional funds and could adversely affect our business, financial condition and results of operations.

We are subject to a variety of environmental laws and regulations in the countries in which we haveoperations, including laws and regulations relating to the use, storage, discharge and disposal of hazardous

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materials and the chemical by-products of, and waste water discharges from, our packaging and testingprocesses. Furthermore, our activities are also subject to regulatory requirements on the environmentalimpacts of products such as the European Union’s Directive 2002/95/EC on the restriction of the use of certainhazardous substances in electrical and electronic equipment. As a result of these laws and regulations, weexpect that our customers will increasingly demand products that do not contain these restricted substances,such as lead as an alloy in soldering material. Such requirements may adversely affect our manufacturing costsby requiring us to acquire costly equipment or materials or to redesign some of our processes, therebyresulting in further cost increases from research and development and quality controls. In addition, failure tomeet these demands could materially adversely affect our product sales. We may also be subject to liabilityunder such laws and regulations for the investigation or clean-up of contamination caused by, or otherdamages associated with, the release of hazardous materials in connection with current or historical operationsat our facilities or off-site locations. While we believe that we are currently in material compliance with suchlaws and regulations, failure to comply with such laws and regulations in the future could subject us toliabilities that may have an adverse effect on our business, financial condition and results of operations. Whilewe believe that we do not face material liabilities associated with contamination conditions and that in somecases we have contractual indemnification agreements with predecessors relating to such conditions, shouldthese predecessors become unable or unwilling to address these conditions, or should other yet unknownconditions be identified in the future that are not subject to such indemnification agreements, we could faceenvironmental liabilities that may have an adverse effect on our business, financial condition and results ofoperations.

Significant fluctuations in exchange rates and/or gains and losses associated with our hedging activitiesmay affect our business, financial condition and results of operations.

Our financial statements are prepared in U.S. dollars. Our net revenues are generally denominated inU.S. dollars and operating expenses are generally incurred in U.S. dollars, Singapore dollars, South KoreanWon, Chinese Renminbi, Malaysian Ringgit and Japanese Yen. Our capital expenditures are generallydenominated in U.S. dollars, Singapore dollars, South Korean Won, Japanese Yen and other currencies. As aresult, we are affected by significant fluctuations in foreign currency exchange rates among the U.S. dollar, theSingapore dollar, and other currencies, including the South Korean Won, the Chinese Renminbi, theMalaysian Ringgit and the Japanese Yen.

Based on our overall currency rate exposure, we have adopted a foreign currency hedging policy forcommitted or forecasted currency exposures. These programmes reduce, but do not always entirely eliminate,the impact of currency exchange movements. The goal of the hedging policy is to effectively manage riskassociated with fluctuations in the value of the foreign currency, thereby making financial results more stableand predictable. However, we cannot assure you that any hedging policy we implement will be effective andwe may not offset a portion of the adverse financial impact resulting from currency variations. Gains andlosses associated with hedging activities may have an adverse effect on our results of operations.

Our ability to make further investments in our subsidiaries may be dependent on regulatory approvals.

Our subsidiaries may require future equity-related financing, and any capital contributions to certain ofour subsidiaries including, but not limited to, our China subsidiary, may require the approval of the relevantauthorities in the jurisdiction in which the subsidiary is incorporated. The approvals are required from theinvestment commissions or similar agency of the particular jurisdiction and relate to any initial or additionalinvestment by foreign entities in local corporations. We may not be able to obtain any such approval in thefuture in a timely manner or at all. Any delay or inability to provide capital to our subsidiaries may adverselyaffect our business.

JCET controls our Company and its interests may conflict with the interests of other holders of oursecurities.

As JCET-SC had acquired more than 90% of our ordinary shares, JCET-SC was entitled, pursuant to theCompanies Act, Chapter 50 of Singapore, to exercise the right to compulsorily acquire all the remaining

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ordinary shares of shareholders who had not accepted the JCET Offer. On 15 October 2015, JCET-SCcompleted the compulsory acquisition of all of our remaining ordinary shares and became our soleshareholder. Accordingly, JCET exercises control over matters requiring the approval of our shareholders.

Matters that typically require the approval of our shareholders include, among other things:

• the election of directors;

• the merger or consolidation of our Company with any other entity;

• any sale of all or substantially all of our assets; and

• the timing and payment of dividends.

In addition, JCET and JCET-SC may from time to time hold discussions with our management ordirectors or other parties regarding any or all of the following:

• the acquisition by any person of additional securities of our Company, or the disposition of securities ofour Company;

• an extraordinary corporate transaction, such as a merger, reorganisation or liquidation, involving ourCompany or any of our subsidiaries;

• a sale or transfer of a material amount of assets of our Company or any of our subsidiaries;

• any change in our present Board of Directors or management of our Company, including plans orproposals to change the number or term of directors or to fill any existing vacancies on our Board ofDirectors;

• any material change in the present capitalisation or dividend policy of our Company;

• any other material change in our Company’s business or corporate structure;

• changes in our Company’s charter or bylaws or other actions which may impede the acquisition ofcontrol of our Company by any person; or

• any action similar to any of those enumerated above.

JCET and JCET-SC, particularly through the election of directors and subsequent selection ofmanagement by those directors, can affect our strategic decisions, our legal and capital structure and our day-to-day operations. JCET-SC has previously announced that it does not intend to (i) make major changes to thebusiness of our Company or our management team, (ii) re-deploy our fixed assets or (iii) discontinue theemployment of our employees, other than in the normal course of business. Nonetheless, JCET-SC retains theflexibility at any time to consider any options or opportunities which may present themselves and which itregards to be in its interests. As a result, the business interests of JCET, along with those of the IC Fund andSSSC, the other members of the Consortium who made the JCET Offer, may not be aligned with ours andthere can be no assurance that new business opportunities and investments that are available to us and themembers of the Consortium will be allocated in a manner that does not adversely affect our business andresults of operations.

We may have conflicts of interest with our affiliates which may not be resolved in our favour.

JCET and other members of the Consortium are our affiliates. See “The Change of Control and RelatedTransactions — Change of Control — The Consortium” for more details on the Consortium. SMIC providesservices to end customers in the technology sector and subcontracts certain of those services to us. As a result,we have engaged in material transactions with SMIC in the ordinary course of business in the past and weearned revenues on such transactions of $6.6 million, $27.1 million, $39.6 million and $26.6 million in the sixmonths ended 28 June 2015, 2014, 2013 and 2012, respectively. We intend to continue to engage in suchtransactions with SMIC. We also expect to engage in transactions with JCET on an arm’s length basis fromtime to time. We may in certain circumstances require separate approval of a majority of our Board ofDirectors and circumstances may arise in which the interests of our affiliates may conflict with the interests of

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our other shareholders and holders of the Notes. In addition, JCET or other members of the Consortium ortheir respective affiliates may make investments in various companies. They have invested in the past, andmay invest in the future, in entities that compete with us. Further, JCET, along with the IC Fund and SSSC,the other members of the Consortium who made the JCET Offer, are all participants in the semiconductorindustry. JCET was a competitor prior to the Change of Control Transaction and SMIC continues to be asignificant customer of ours. JCET-SC has previously announced that it does not intend to (i) make majorchanges to the business of our Company or our management team, (ii) re-deploy our fixed assets or(iii) discontinue the employment of our employees, other than in the normal course of business. Nonetheless,JCET-SC retains the flexibility at any time to consider any options or opportunities which may presentthemselves and which it regards to be in its interests. The business interests of the Consortium members maynot be aligned with ours and there can be no assurance that new business opportunities and investments thatare available to us and members of the Consortium will be allocated in a manner that does not adversely affectour business and results of operations. In the context of negotiating commercial arrangements with affiliates,conflicts of interest have arisen in the past and may arise, in this or other contexts, in the future. We cannotassure you that any such conflicts of interest will be resolved in our favour.

We may experience customer losses as a result of customer concerns over the Change of ControlTransaction.

Although we believe that our customers have generally reacted positively to the Change of ControlTransaction, certain of our customers have raised concerns on the transaction. Their concerns have largelyfocused on whether we would (i) continue to consistently implement our manufacturing methodologies andmaintain our high standards; (ii) change our management processes in a manner that affects the quality of theproducts and services we provide to our customers; (iii) experience any cultural integration issues and(iv) continue to rigorously protect the intellectual property of our customers. Although we believe that none ofthese factors have been affected materially by the Change of Control Transaction and we have taken steps toaddress their concerns, there can be no assurance that certain of our customers will not continue to maintainsuch perceptions or concerns and we could experience customer losses, which we may not be able to offset bythe potential expansion of our customer base or volume of business with existing customers from the Changeof Control. Further, certain of our customers may scale back the volume of business they provide to us or mayhold back in engaging us until any perceived uncertainties arising from the Change of Control Transaction areaddressed to their satisfaction. Any material customer losses or reduction in volume of business from existingcustomers that are not sufficiently offset by expansion of our customer base or volume of business withexisting customers would have a material adverse effect on our results of operations and financial conditionand may result in our need to obtain additional financing.

We may be unable to capture any of the benefits we previously enjoyed when the Taiwan Entities operatedas part of our consolidated group.

Upon completion of the Capital Reduction and Distribution, the Taiwan Entities were fully divested andceased to form part of our consolidated group. To enable the smooth continuation of the business andoperational relationships of our Company and the Taiwan Entities, we and the Taiwan Entities have enteredinto a technical services agreement (the “Technical Services Agreement”) on the Change of Control Date,pursuant to which each of the Taiwan Entities provides us with certain services and materials. See“Description of Indebtedness and Other Material Contracts — Other Material Contracts — Technical ServicesAgreement” for more details on the Technical Services Agreement. We and the Taiwan Entities have alsoentered into a Transitional Services Agreement (the “Transitional Services Agreement”) on the Change ofControl Date, pursuant to which we have agreed to provide the Taiwan Entities, for specified transitionalperiods (depending on the service provided), with access to certain information technology platforms,including use of our (i) SAP system, an information technology platform supporting key business operationssuch as finance, sales and distributions, materials management and warehouse management systems,(ii) document management system, and (iii) product data management system.

When the Taiwan Entities operated as part of our consolidated group and, in particular the operations ofSTATS ChipPAC Taiwan Co., Ltd. were fully integrated with the rest of our consolidated group, we shared

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economies of scale and scope in vendor and customer relationships, as well as infrastructure costs, includinginformation technology costs. The temporary arrangements under the Technical Services Agreement and theTransitional Services Agreement may not capture any or all of the benefits we previously enjoyed when theTaiwan Entities operated as part of our consolidated group. The loss of some or all of these benefits couldhave an adverse effect on our business, financial condition and results of operations.

Under the terms of the Technical Services Agreement, we have agreed to pay a minimum amount ofservice fees per year during the five-year term of the agreement (the “Minimum Spend”). The MinimumSpend was determined based on the revenue streams which the Taiwan Entities received for the provision ofservices to us or our customers prior to the completion of the Capital Reduction and Distribution. If customerdemand for services for which we rely on the Taiwan Entities to provide under the Technical ServicesAgreement decreases for any reason, we will, under the terms of the Technical Services Agreement, have topay the Taiwan Entities the Minimum Spend even if we do not require or receive the services from the TaiwanEntities in consideration for such payment. The Minimum Spend may therefore reduce our gross profitmargin. In addition, the divestment of the Taiwan Entities will likely result in an increase in our net lossposition or a decrease in our net income as well as a reduction in our profit margins on account of therelatively higher margins of products and services sold by the Taiwan Entities, which we do not sell throughour other subsidiaries. See “— We have experienced substantial losses in the past and may do so in thefuture.”

Further, the Taiwan Entities may compete with us, which may adversely affect our business, financialcondition and results of operations.

We have been delisted from the SGX-ST and are no longer subject to disclosure and other corporategovernance requirements imposed on a company listed on the SGX-ST (save for certain obligations arisingfrom the listing of the Company’s debt securities on the SGX-ST).

Prior to the Change of Control Date, our ordinary shares were listed on the SGX-ST and we were required toadhere to the rules set out in the listing manual of the SGX-ST (the “SGX Listing Manual”), including rulesrelated to interested person transactions, periodic disclosure of our financial statements, disclosure of ourcompliance with the best practices on dealings in securities prescribed by the SGX-ST Listing Manual and ouradherence to the Singapore Code of Corporate Governance 2012 and restrictions on our ability to undertakemajor transactions without our shareholders’ approval. On 15 October 2015, JCET-SC completed the compulsoryacquisition of all of our remaining ordinary shares and became our sole shareholder. On 19 October 2015, ourordinary shares were delisted from the Official List of the SGX-ST. As a result, we are no longer required tocomply with the rules set out in the SGX-ST Listing Manual including those described above (save for certainobligations arising from the listing of the Company’s debt securities on the SGX-ST). Changes to our corporategovernance policies could affect, among other things, the depth and quality of publicly available information werelease on our Company, which may adversely affect the liquidity and price of the Notes. For example, wedisbanded our Audit Committee in October 2015 as we are no longer required to maintain an Audit Committeefollowing the delisting of our ordinary shares from the SGX-ST. In addition, the composition of our Board ofDirectors is no longer subject to the Singapore Code of Corporate Governance 2012 and none of our currentdirectors would be considered independent under the Singapore Code of Corporate Governance 2012.

We may not be successful in our acquisitions and investments in other companies and businesses and mayface difficulties in integrating our acquisitions.

From time to time, we may make acquisitions of, or investments in, other companies or businesses thatwe believe could expand our business, augment our market coverage, enhance our technical capabilities orotherwise offer growth opportunities.

The success of any acquisitions and investments depends on a number of factors, including:

• our ability to identify suitable opportunities for investment or acquisition;

• our ability to finance any future acquisition or investment on terms acceptable to us or at all;

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• whether we are able to reach an acquisition or investment agreement on terms that are satisfactory to usor at all;

• the extent to which we are able to exercise control over the acquired company;

• the economic, business or other strategic objectives and goals of the acquired company compared tothose of our Company; and

• our ability to successfully integrate the acquired company or business with our business.

If we are unsuccessful in our acquisitions and investments or face difficulties in integrating ouracquisitions and investments, or if our acquisitions and investments were to subject us to contingent orunknown liabilities, our financial condition may be materially adversely affected, and we may be unable torealise the anticipated results or synergies from these acquisitions or investments.

If we encounter future labour problems, we may fail to deliver our products in a timely manner which couldadversely affect our revenues and profitability.

The employees at our Incheon, South Korea facility are represented by the STATS ChipPAC KoreaLabour Union and are covered by collective bargaining and wage agreements. The wage agreement is renewedevery year, and the collective bargaining agreement, which covers basic union activities, working conditionsand welfare programmes, among other things, is renewed every other year. The wage agreement was lastrenewed in 2015 and is effective through 31 March 2016. The collective bargaining agreement was lastrenewed in 2015 and is effective through 30 April 2017. As of 28 June 2015, approximately 71% of ourpermanent employees in South Korea were represented by the STATS ChipPAC Korea Labour Union. Wecannot assure you that issues with the labour union or other employees will be resolved favourably for us inthe future, that we will not experience significant work stoppages in future years or that we will not recordsignificant charges related to those work stoppages.

New laws and regulations, currency policy and political instability in countries in which we operate,particularly in South Korea and China could make it more difficult for us to operate successfully.

A significant portion of our unit shipments are sent out to, and a significant portion of our packaging andtest facilities are located in, South Korea and China. In addition, we believe that the end-markets for certain ofour ten largest customers are located in Asia. The following are some of the risks inherent in doing businessinternationally:

• regulatory limitations imposed by foreign governments;

• fluctuations in currency exchange rates;

• political, military and terrorist risks;

• disruptions or delays in shipments caused by customs brokers or government agencies;

• unexpected changes in regulatory requirements, tariffs, customs, duties and other trade barriers;

• difficulties in staffing and managing foreign operations; and

• potentially adverse tax consequences resulting from changes in tax laws.

There can be no assurance that economic, political or legal developments in any of these countries wouldnot have a material adverse effect on our business, financial condition and results of operations.

Conducting business in China involves uncertainties and there can be no assurances that the intendedbenefits from our new China facility will be realised.

We have a packaging and test facility in the West Hongqiao area of Shanghai on land which, due torecent changes in the long term zoning, development and construction plans for the area, has beenrequisitioned by the Chinese government. As a result, we have to relocate the facility to a new manufacturing

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site in China by the end of 2017. See “Business — Property, Plants and Equipment.” There can be noassurances that we would not face future requisitions of land by the Chinese government that maysignificantly disrupt our operations in China. As a result of the relocation, there can be no assurance that ourexisting customers at our China plant or former customers at our Malaysia plant that had shifted to our Chinaplant will be willing to qualify their existing products at our new China plant following its relocation. Inaddition, although the expected compensation that the relevant authorities of the PRC have agreed to pay us,upon the occurrence of several agreed milestones, including transfer of land to the relevant local PRCauthorities, the relocation of our old China plant’s equipment to the site of the new China plant, and thecompletion of our relocation process by us vacating our current plant site, is expected to be sufficient to fundthe capital expenditure estimated to be required to relocate our China operations to a new facility in China,there can be no assurance that all the milestones will be reached or that the compensation will be paid to us ina timely manner, or at all.

In addition, many legal, operational and financial risks may prevent us from realising our intendedbenefits in China in connection with our investment in the facility in China. These risks include:

• economic and political uncertainties in China;

• local infrastructure problems, such as electrical power interruptions;

• transportation difficulties that may be encountered in receiving supplies and/or in shipping finishedproducts by land or by air;

• an unwillingness or hesitancy on the part of customers to qualify their products in the new facilities;

• an inability to attract and retain sufficient and qualified engineering and management talent andresources;

• measures which may be introduced to control inflation or deflation;

• devaluation or continuing appreciation in the value or restrictions on convertibility of the ChineseRenminbi currency;

• adverse changes in China’s legal, tax and regulatory structure; and

• modifications to fiscal, banking or monetary policies to reduce the rate of future growth in China.

Because the production facilities of many of our suppliers, the Taiwan Entities, customers and providers ofcomplementary semiconductor manufacturing services are located in Taiwan, a major earthquake couldseverely disrupt their normal operations and adversely affect our earnings.

Taiwan is susceptible to earthquakes. For example, on 26 December 2006, tremors from an earthquakenear the southern tip of Taiwan caused casualties, property damage and also damaged several undersea cables,disrupting internet and telecommunications across various parts of Asia. In addition, since 2006, there havebeen at least five other significant earthquakes in Taiwan that have led to loss of life or significant propertydamage. The production facilities of many of our suppliers and customers and providers of complementarysemiconductor manufacturing services, including foundries, are located in Taiwan. If our customers areaffected, it could result in a decline in the demand for our packaging and test services. In addition, if suppliersand providers of complementary semiconductor manufacturing services and our suppliers are affected, ourproduction schedule could be interrupted or delayed. We continue to rely on the Taiwan Entities, which weredivested pursuant to the Capital Reduction and Distribution, to provide us with certain services and materialspursuant to the Technical Services Agreement that we entered into with the Taiwan Entities on completion ofthe Capital Reduction and Distribution. A major earthquake in Taiwan could severely disrupt the normaloperation of business of our customers or suppliers or the suppliers or providers of complementarysemiconductor manufacturing services, which may have a material adverse effect on our business, financialcondition and results of operations.

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With our operations conducted in a limited number of facilities, a fire, flood or other calamity at one of ourfacilities could adversely affect us.

We conduct our packaging and testing operations at a limited number of facilities. Significant damage orother impediments to any of these facilities, whether as a result of fire, weather, disease, civil strife, industrialstrikes, breakdowns of equipment, difficulties or delays in obtaining materials and equipment, naturaldisasters, terrorist incidents, industrial accidents or other causes could temporarily disrupt or even shut downour operations, or operations of the Taiwan Entities which we continue to rely on for certain services andmaterials pursuant to the Technical Services Agreement. Any such disruption or stoppage of our operations orthe operations of the Taiwan Entities would have a material adverse effect on our business, financial conditionand results of operations. For example, our operations in South Korea and China, and the operations of theTaiwan Entities, are vulnerable to regional typhoons that can bring with them destructive winds and torrentialrains, which can in turn cause plant closures, power supply, telecommunications and transportationinterruptions. In late 2011, the floods in Thailand caused significant damage to our Thailand assembly plantthat severely affected our ability to support the ongoing demand from our customers. In addition, some of theprocesses that we utilise in our operations place us at risk of fire and other damage. For example, highlyflammable gases are used in the preparation of wafers holding semiconductor devices for flip-chip packaging.While we maintain insurance policies for various types of property, casualty and other risks, which weconsider to be adequate, we do not carry insurance for all the above referred risks and with regard to theinsurance we do maintain, we cannot assure you that it would be sufficient to cover all of our potential losses.

The accounting standards in accordance with which we prepare our financial statements may differ fromthose used in other countries.

Our consolidated financial statements are prepared in accordance with SFRS, which differ in certainrespects from IFRS and U.S. GAAP. As a result, our consolidated financial statements and reported earningscould be different from those which would be reported under IFRS or U.S. GAAP. Such differences may bematerial. This offering circular does not contain a reconciliation of our consolidated financial statements toIFRS or U.S. GAAP, nor does it include any information in relation to the differences between SFRS andIFRS or U.S. GAAP. Had our financial statements and other financial information been prepared inaccordance with IFRS or U.S. GAAP, the results of operations and financial position may have beenmaterially different. Because differences exist between SFRS and IFRS or U.S. GAAP, the financialinformation in respect of our Company contained in this offering circular may not be an effective means tocompare our Company with other companies that prepare their financial information in accordance with IFRSor U.S. GAAP. In making an investment decision, investors must rely upon their own examination of ourCompany, the terms of the offering and the financial information. Potential investors should consult their ownprofessional advisors for an understanding of these differences between SFRS and IFRS or U.S. GAAP, andhow such differences might affect the financial information contained herein.

Outbreaks of epidemics and communicable diseases in China and other parts of Asia may disrupt ourbusiness operations, causing us to lose customers and revenue.

China and certain other countries, largely in Asia, have experienced the spread of the Severe AcuteRespiratory Syndrome (“SARS”) virus and avian influenza viruses. The Middle East respiratory syndrome(“MERS”) and the H1N1 flu virus has been a health threat in many countries, including countries across Asia.There can be no assurance that the SARS virus, avian influenza viruses, MERS, H1N1 flu virus and/ordifferent or even more virulent viruses will not make a re-appearance in the future. If such an outbreak were tooccur in Singapore, South Korea, China, Taiwan or Malaysia, and if the outbreak were to be prolonged,uncontrolled and/or associated with high mortality, our operations, or the operations of the Taiwan Entitieswhich we continue to rely on for certain services and materials pursuant to the Technical Services Agreement,could be severely impacted, such as through facility closures and the imposition of other emergency measures.Any such event would have a material adverse effect on our business, financial condition and results ofoperations. Furthermore, any outbreak in any of our premises or manufacturing facilities or the premises ormanufacturing facilities of either of the Taiwan Entities could result in the management and employees thereofbeing quarantined and our or their operations being required to be suspended.

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THE CHANGE OF CONTROL AND RELATED TRANSACTIONS

Change of Control

Change of Control Transaction

On 26 June 2015, JCET-SC, a subsidiary of JCET, announced the JCET Offer. The JCET Offer wasconditional upon (1) JCET-SC having received valid acceptances of the JCET Offer in respect of more than50% of the ordinary shares of our Company, (2) our Company making the Perpetual Securities Offeringdescribed below and (3) the completion of the Taiwan Restructuring, Capital Reduction and Distributiondescribed below.

We made the Perpetual Securities Offering on 16 July 2015 and, following the acceptance of the JCETOffer by STSPL, the first two conditions were satisfied. On 5 August 2015, we completed the TaiwanRestructuring and the Capital Reduction and Distribution and accordingly, the JCET Offer was declaredunconditional in all respects and we became beneficially majority-owned by JCET. The JCET Offer closed on27 August 2015 and JCET-SC announced that had it received acceptances in respect of 97.26% of our ordinaryshares as of that date. As JCET-SC had acquired more than 90% of our ordinary shares, JCET-SC was entitled,pursuant to the Companies Act, Chapter 50 of Singapore, to exercise the right to compulsorily acquire all theremaining ordinary shares of shareholders who had not accepted the JCET Offer. On 15 October 2015,JCET-SC completed the compulsory acquisition of all of our remaining ordinary shares and became our soleshareholder. On 19 October 2015, our ordinary shares were delisted from the Official List of the SGX-ST.

JCET-SC

According to documents issued by or on behalf of JCET-SC in connection with the JCET Offer that arefiled with the SGX-ST, JCET-SC was incorporated on 19 December 2014 in the Republic of Singapore and isa wholly-owned subsidiary of Suzhou Changjiang Electric Xinpeng Investment Co., Ltd( ) (“JCET-SC Immediate Parent”). JCET-SC Immediate Parent is a subsidiary ofSuzhou Changjiang Electric Xinke Investment Co., Ltd. ( ) (“JCET-SC Holdco”).JCET-SC is a special purpose vehicle established for the purpose of acquiring the ordinary shares of ourCompany pursuant to the JCET Offer.

The Consortium

Information in this offering circular with respect to the Consortium, members of the Consortium and theirrespective affiliates and Consortium arrangements has primarily been extracted from or is based on documentsissued by or on behalf of JCET-SC in connection with the JCET Offer that are filed with the SGX-ST. JCET,the IC Fund and SSSC (being an indirect wholly-owned subsidiary of SMIC) have, pursuant to a jointinvestment agreement and other related agreements dated 22 December 2014, formed the Consortium toundertake the JCET Offer.

JCET-SC Holdco owns 98.08% of the shares of JCET-SC Immediate Parent, with the remaining shares ofJCET-SC Immediate Parent owned by the IC Fund; and JCET, the IC Fund and SSSC own 50.98%, 29.41%and 19.61%, respectively, of the shares of JCET-SC Holdco.

Under the Consortium arrangements, the Consortium members have agreed that the board of directors ofeach of our Company, JCET-SC, JCET-SC Immediate Parent and JCET-SC Holdco will consist of sevendirectors, with JCET, the IC Fund and SSSC having the right to appoint four, two and one director,respectively, to each such board and JCET having the right to appoint the Chairman of each such board. TheConsortium members may agree, after consultation with each other, to adjust the number of directors andcomposition of each board. Further, any decision by JCET-SC to dispose of the shares of our Companyrequires the unanimous approval of the board and the Consortium members have agreed that certainextraordinary corporate matters may only be undertaken by our Company with the unanimous approval of theConsortium members. See “Principal Shareholders and Related Party Transactions — Principal Shareholders.”

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Pursuant to the Consortium arrangements, JCET, the IC Fund and SSSC have capitalised JCET-SCHoldco through equity purchases. The IC Fund has also provided a shareholder’s loan of $140 million toJCET-SC Immediate Parent and has the option to convert the loan to equity rights in JCET-SC ImmediateParent.

Certain arrangements relating to the Consortium are briefly set out as follows:

• there are restrictions on each of JCET, the IC Fund and SSSC from transferring their equity interest inJCET-SC Holdco or JCET-SC Immediate Parent within 24 months of JCET-SC becoming a substantialshareholder of the Company (the “Lock-up Period”);

• subject to non-selling parties’ (including JCET’s) pre-emptive rights, each of the IC Fund and SSSCmay sell their equity interest in JCET-SC Holdco to any third party after the Lock-up Period;

• if the IC Fund or SSSC sells its equity interest in JCET-SC Holdco to a third party after the Lock-upPeriod, the non-selling parties will have tag-along rights to offer to sell their equity interest in JCET-SCHoldco to the third party on the same terms; and

• each of the IC Fund and SSSC has a put option pursuant to which they may sell to JCET their equityinterests in JCET-SC Holdco and JCET-SC Immediate Parent (as the case may be) under certaincircumstances.

See “Principal Shareholders and Related Party Transactions” for more details regarding the Consortiumarrangements.

JCET is a listed semiconductor packaging and testing private enterprise established in China. Its majorbusinesses include IC packaging, testing, sales, and the chip design and manufacturing of discrete devices.JCET has five manufacturing facilities in Jiangsu and Anhui provinces in China.

SMIC is a leading semiconductor foundry and provides IC foundry and technology services at0.35-micron to 28-nanometre. Headquartered in Shanghai, China, SMIC has a 300mm fab and a secondmajority-owned 300mm fab under development for advanced nodes in Beijing, China; and 200mm fabs inTianjin and Shenzhen, China. SMIC also has marketing and customer service offices in the United States,Europe, Japan and Taiwan, and a representative office in Hong Kong. SMIC is listed on the Hong Kong StockExchange and the New York Stock Exchange.

SSSC was established in 2009 and is an indirect wholly-owned subsidiary of SMIC. SSSC is mainlyengaged in semiconductor (silicon and various compound semiconductor) integrated circuit chipmanufacturing, probing and testing, integrated circuit related development, design services, maskmanufacturing, testing and packaging and sale of products.

The IC Fund, which was incorporated in September 2014, invests mainly in the value chain of theintegrated circuit industry via various approaches, primarily focusing on investments in integrated circuit chipmanufacturing as well as consulting services in regard to chip design, packaging and testing and equipmentand materials manufacturing. Sino IC Capital has been mandated by the IC Fund to be responsible forinvestment selection, execution and exit decisions. Investors in the IC Fund include the Ministry of Finance ofChina, CDB Capital Co., Ltd., China National Tobacco Corporation, Beijing Yizhuang InternationalInvestment and Development Co., Ltd., China Mobile Communications Corporation, Shanghai Guosheng(Group) Co., Ltd., and Wuhan Economic Development Investment (Group) Co., Ltd., amongst which theMinistry of Finance of China is the largest shareholder.

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The following structure chart sets out the holdings and equity interests in JCET-SC Holdco, JCET-SCImmediate Parent and JCET-SC by members of the Consortium:

JCET-SCHoldco(PRC)

JCET(PRC)

IC Fund(PRC)

SSSC(PRC)

JCET-SCImmediate

Parent(PRC)

50.98%19.61% 29.41%

98.08%

1.92%

JCET-SC(Singapore)

100%

In connection with a $120 million facility agreement dated 25 May 2015 made between JCET-SC asborrower, JCET as original guarantor, Bank of China Limited, Singapore Branch as lender and as securityagent, and Industrial and Commercial Bank of China (Macau) Limited, China Development Bank Corporation,Hong Kong Branch, Bank of China Limited, Macau Branch, The Export-Import Bank of China and ChinaMinsheng Banking Corp., Ltd, Suzhou Branch as lenders, the following share pledges have been grantedpursuant to a security agreement dated 6 August 2015:

• JCET has pledged all of its shares, representing 50.98% of the total issued shares, in JCET-SC Holdcoin favour of the Bank of China Limited, Jiangyin Branch acting as security agent;

• JCET-SC Holdco has pledged all of its shares, representing 98.08% of the total issued shares, inJCET-SC Immediate Parent in favour of the Bank of China Limited, Jiangyin Branch acting as securityagent;

• JCET-SC Immediate Parent has pledged all of its shares, representing 100% of the total issued shares,in JCET-SC in favour of the Bank of China Limited, Jiangyin Branch acting as security agent; and

• JCET-SC has pledged all its shares in STATS ChipPAC in favour of the Bank of China Limited,Singapore Branch acting as security agent.

Further, pursuant to the Consortium arrangements, JCET, the IC Fund and SSSC have capitalisedJCET-SC Holdco through equity purchases totalling RMB3,038.4 million (approximately $489 million),following which JCET-SC Holdco and the IC Fund capitalised JCET-SC Immediate Parent with RMB3,098.0million (approximately $499 million), comprising RMB3,038.4 million (approximately $489 million) ofordinary shares subscribed by JCET-SC Holdco and RMB59.6 million (approximately $10 million) ofordinary shares subscribed by the IC Fund. Further, the IC Fund has provided a five-year loan of $140 millionto JCET-SC Immediate Parent. Pursuant to this shareholder’s loan, the IC Fund has the option to convert theloan to equity of JCET-SC Immediate Parent three years after the Change of Control Date or earlier undercertain circumstances, including in the event of the occurrence or projected occurrence of any major negativechanges in the finances, financing, intellectual property or extension of major contracts of our Company. TheIC Fund may also, under certain circumstances, accelerate the due date and require repayment of the loan priorto the five years after the Change of Control Date. Based on the formula for conversion of the shareholder’sloan into equity and the capitalisation of JCET-SC Immediate Parent, the amount of equity that the IC Fundwould be entitled to receive in connection with this conversion would equal to approximately 21.2% of theequity shareholding in JCET-SC Immediate Parent. JCET and the IC Fund are planning to amend the terms of

62

this shareholder’s loan to accelerate the IC Fund’s equity conversion right to be exercisable immediately,whereupon we expect the IC Fund may exercise its right to convert the loan to equity of JCET-SC ImmediateParent in the near future, subject to the approval of the applicable governmental authority and the shareholdersof JCET.

Taiwan Restructuring

To facilitate the Capital Reduction and Distribution, we undertook the Taiwan Restructuring pursuant towhich ownership of the Taiwan Entities was transferred to our then wholly-owned subsidiary, BloomeriaLimited (“Taiwan HoldCo”). Taiwan HoldCo is a public limited company incorporated in Singapore and itsprincipal business is investment holding.

Pursuant to the Taiwan Restructuring:

(1) we transferred all of our shares in STATS Taiwan to STATS Taiwan Semiconductor for anaggregate cash consideration of $15.0 million, a valuation based on a third-party valuation report (the“STATS Taiwan Purchase Consideration,” and such transfer of STATS Taiwan to STATS TaiwanSemiconductor being the “STATS Taiwan Transfer”);

(2) concurrently with the STATS Taiwan Transfer, we transferred all of our shares in STATSTaiwan Semiconductor (the “STATS Taiwan Semiconductor Relevant Shares”) to Taiwan HoldCo for anaggregate consideration of $74.1 million (the “STATS Taiwan Semiconductor Purchase Consideration,”and such transfer of STATS Taiwan Semiconductor Relevant Shares to Taiwan HoldCo being the“STATS Taiwan Semiconductor Transfer”). The STATS Taiwan Semiconductor Purchase Considerationwas determined based on the open market value of the STATS Taiwan Semiconductor Relevant Sharesusing the one-month volume weighted average price per STATS Taiwan Semiconductor share ofNT$33.288 immediately preceding 26 December 2014 and the exchange rate of $1 to NT$31.749 as of26 December 2014. Pursuant to the STATS Taiwan Semiconductor Transfer, we received a promissorynote issued by Taiwan HoldCo representing the STATS Taiwan Semiconductor Purchase Consideration(the “Promissory Note”); and

(3) immediately prior to and as one of the conditions to the completion of the STATS TaiwanTransfer, our intercompany loan to STATS Taiwan of $126.7 million (the “Intercompany Loan”) wasrepaid in full by STATS Taiwan through its external bank borrowings.

Upon completion of the Taiwan Restructuring, we capitalised Taiwan HoldCo with the Promissory Notein return for more Taiwan HoldCo shares. Following the capitalisation, Taiwan HoldCo had an issued andpaid-up share capital of approximately $74.1 million (equivalent to the STATS Taiwan SemiconductorPurchase Consideration).

As a result of the Taiwan Restructuring, Taiwan HoldCo owned all of the STATS Taiwan SemiconductorRelevant Shares, equivalent to a 51.9% interest in STATS Taiwan Semiconductor, and STATS TaiwanSemiconductor in turn owned all of the issued shares of STATS Taiwan. The Taiwan Restructuring wascompleted on 5 August 2015.

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The diagrams below summarise our corporate structure before and after the Taiwan Restructuring, butprior to the Capital Reduction and Distribution:

Group Structure before the Taiwan Restructuring but prior to the Capital Reduction and Distribution

STATS ChipPAC Ltd.(formerly ST Assembly Test Services Ltd)

(Singapore)

51.9% 100% 100% 100% 100% 100%

STATS ChipPAC TaiwanSemiconductor

Corporation(formerly WinstekSemiconductor

Corporation) (Taiwan)

STATS ChipPAC (Barbados) Ltd.(formerly ChipPAC (Barbados) Ltd.)

(Barbados)

100%

100% 100% 99.9%0.1%

100%

ChipPAC International CompanyLimited

(British Virgin Island)

STATS ChipPAC (BVI) Limited(formerly ChipPAC Limited)

(British Virgin Islands)

STATS ChipPAC Shanghai Co., Ltd.(formerly ChipPAC (Shanghai)

Company Ltd.)(China)

STATS ChipPAC Malaysia Sdn. Bhd.(formerly ChipPAC Malaysia Sdn Bhd)

(Malaysia)

STATS ChipPAC Korea Ltd.(formerly ChipPAC Korea Company Ltd)

(South Korea)

STATS ChipPAC, Inc.(formerly ChipPAC,

Inc.)(Delaware, United

States)

STATS ChipPAC(Thailand) Limited

(Thailand)

STATS ChipPACServices

(Thailand) Limited(Thailand)

STATS ChipPACTaiwan

Co., Ltd.(Taiwan)

BloomeriaLimited

(Singapore)

Group Structure after the Taiwan Restructuring but prior to the Capital Reduction and Distribution

STATS ChipPAC Ltd.(formerly ST Assembly Test Services Ltd)

(Singapore)

100%

100%

100%

100%

100%100% 99.9% 0.1%

100%

51.9%

100% 100% 100%

Bloomeria Limited(Singapore)

STATS ChipPAC TaiwanSemiconductor Corporation

(formerly Winstek SemiconductorCorporation) (Taiwan)

STATS ChipPAC (Barbados) Ltd.(formerly ChipPAC (Barbados) Ltd.)

(Barbados)

ChipPAC International CompanyLimited

(British Virgin Island)

STATS ChipPAC (BVI) Limited(formerly ChipPAC Limited)

(British Virgin Islands)

STATS ChipPAC Shanghai Co., Ltd.(formerly ChipPAC (Shanghai)

Company Ltd.)(China)

STATS ChipPAC Malaysia Sdn. Bhd.(formerly ChipPAC Malaysia Sdn. Bhd.)

(Malaysia)

STATS ChipPAC Korea Ltd.(formerly ChipPAC Korea Company Ltd)

(South Korea)

STATS ChipPAC, Inc.(formerly ChipPAC,

Inc.)(Delaware, United

States)

STATS ChipPAC(Thailand) Limited

(Thailand)

STATS ChipPACServices

(Thailand) Limited(Thailand)

STATS ChipPAC TaiwanCo., Ltd.(Taiwan)

Capital Reduction and Distribution

The Taiwan Entities fell outside the scope of the JCET Offer. Accordingly, following the completion ofthe Taiwan Restructuring described above, we undertook the Capital Reduction involving the Distribution of$89.1 million to our then shareholders of (i) a distribution in specie of $74.1 million in the form of shares ofTaiwan HoldCo, representing the entire shareholding in Taiwan HoldCo; and (ii) a cash distribution of$15.0 million. The Capital Reduction and Distribution was completed on the Change of Control Date.

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Agreements with the Taiwan Entities

On the Change of Control Date, following the completion of the Capital Reduction and Distribution Date,to enable the smooth continuation of the business and operational relationships of our Company and theTaiwan Entities and the operations of the Taiwan entities, we and the Taiwan Entities entered into theTechnical Services Agreement and the Transitional Services Agreement, respectively. For further details onthe Technical Services Agreement, see “Description of Indebtedness and Other Material Contracts — OtherMaterial Contracts — Technical Services Agreement.”

Perpetual Securities Offering

On 16 July 2015, we commenced the Perpetual Securities Offering of $200.0 million of our 4% PerpetualSecurities to our then shareholders by way of a non-renounceable rights offering to strengthen our financialposition. The Perpetual Securities Offering closed on 21 August 2015. STSPL had, subject to certainconditions, undertaken to subscribe for its 83.7% pro rata share of the Perpetual Securities and all otherPerpetual Securities not subscribed by our other then shareholders. Pursuant to the undertaking, STSPL hassubscribed for $199.8 million of the Perpetual Securities. On the Change of Control Date, we issued$167.4 million of the Perpetual Securities subscribed by that date. We issued the balance $32.6 million of thePerpetual Securities on 21 August 2015.

The Perpetual Securities constitute our direct, senior and unsecured obligations and rank pari passu withall our other outstanding senior and unsecured and unsubordinated obligations, except our ContractuallySenior Obligations (as defined in “Description of Indebtedness and Other Material Contracts — Description ofCertain Indebtedness and Perpetual Securities — Perpetual Securities”). The Perpetual Securities rank juniorto the Contractually Senior Obligations.

The Perpetual Securities have no maturity date. Under the terms and conditions of the PerpetualSecurities, we may at any time (including upon the occurrence of the Step Up Date or a Step Up Event (asdefined in “Description of Indebtedness and Other Material Contracts — Description of Certain Indebtednessand Perpetual Securities — Perpetual Securities”)) redeem all but not some of the Perpetual Securities at thePerps Redemption Price.

We are subject to certain covenants under the terms and conditions of the Perpetual Securities. The termsand conditions of the Perpetual Securities also require us to use commercially reasonable efforts to redeem thePerpetual Securities at the time of refinancing the Bridge Loan Facility, although our failure to effect suchredemption would not be a breach of the terms and conditions of the Perpetual Securities nor constitute a StepUp Event (as defined thereunder).

Pursuant to the Deed Poll Undertaking and Guarantee in favour of the holders of the Perpetual Securities,JCET has unconditionally and irrevocably agreed to procure and ensure that we exercise our right to redeemall of the Perpetual Securities upon the Step Up Date or a Step Up Event (that occurs after the Step Up Date).In addition, pursuant to the Deed Poll Undertaking and Guarantee, in the event that we do not redeem all ofthe Perpetual Securities in accordance with the terms and conditions of the Perpetual Securities and by thetime specified for a redemption in connection with a Step Up Date or a Step Up Event (that occurs after theStep Up Date), each holder of the Perpetual Securities will have the right to require (i) JCET to purchase all ofthe Perpetual Securities held by the holder at the Perps Redemption Price or (ii) JCET, pursuant to aguarantee, to pay to the holder, with respect to the Perpetual Securities held by such holder, the PerpsRedemption Price on our behalf. Xinchao, a substantial shareholder of JCET, has, in turn, unconditionally andirrevocably pursuant to the Deed Poll Undertaking and Guarantee, undertaken to procure the performanceof, and has guaranteed the obligations and payments by, JCET under the Deed Poll Undertaking andGuarantee.

In addition, JCET has agreed in a deed of undertaking dated 6 August 2015 with the Common SecurityAgent under the Intercreditor Deed, for the benefit of holders of the Notes and certain other senior creditors, to(and to cause us to) cause (1) the Perpetual Securities to be amended so that they become subordinated tocertain senior debt of our Company, including the Bridge Loan Facility, the Existing Notes, the Notes, the

65

Take-Out Facilities (once executed), certain hedging obligations and other debt as permitted under theIntercreditor Deed and the indenture governing the Notes, and (2) the holders (or trustee) of the PerpetualSecurities to accede to the Intercreditor Deed as unsecured, subordinated creditor(s), in each case, within sixmonths of the third anniversary of the first issue date of the Perpetual Securities. The first issue date of thePerpetual Securities was the Change of Control Date. See “Description of Indebtedness and Other MaterialContracts — Description of Certain Indebtedness and Perpetual Securities — Perpetual Securities” for moredetails on this deed of undertaking.

We used $5.7 million of the proceeds from the Perpetual Securities Offering, together with proceeds fromthe repayment of the $126.7 million Intercompany Loan to us (as described under “The Change of Control andRelated Transactions — Taiwan Restructuring”), to repay $132.4 million of our bank loans that became dueand payable upon the Change of Control. We used the balance of $194.3 million remaining from the proceedsfrom the Perpetual Securities Offering, together with borrowings of $538.0 million under the Bridge LoanFacility, to fund the Tender Offer, Consent Solicitation and Change of Control Offer in respect of the ExistingNotes.

See “Description of Indebtedness and Other Material Contracts — Description of Certain Indebtednessand Perpetual Securities — Perpetual Securities” for more details on the Perpetual Securities.

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USE OF PROCEEDS

Our net proceeds from this offering will total approximately $411.0 million after deducting expenses ofthis offering payable by us, including the initial purchasers’ commissions. We intend to use the net proceedsfrom this offering to repay our borrowings outstanding under the Bridge Loan Facility. See “Management’sDiscussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources— Bridge Loan Facility” for more details on the Bridge Loan Facility.

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EXCHANGE RATE INFORMATION

Exchange Rates

The following table sets forth, for the periods indicated, information concerning the exchange ratesbetween Singapore dollars and U.S. dollars based on the average closing rate appearing on Reuters on the lastbusiness day of each month during the relevant period.

Singapore Dollars per $1.00 Closing RateAverage Low High Period End

Fiscal Year2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3590 1.2830 1.4050 1.29962011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2539 1.2039 1.3069 1.29502012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2449 1.2202 1.2885 1.22382013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2530 1.2310 1.2743 1.26302014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2701 1.2462 1.3254 1.3254

Interim PeriodSix months ended 28 June 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3493 1.3170 1.3924 1.3496

The following table sets forth, for the periods indicated, information concerning the exchange ratesbetween Singapore dollars and U.S. dollars based on the average of the closing rate appearing on Reuters oneach business day during the relevant month or period.

Singapore Dollars per $1.00 Closing RateAverage Low High Period End

MonthMay 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3344 1.3196 1.3507 1.3475June 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3446 1.3339 1.3576 1.3471July 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3607 1.3453 1.3746 1.3716August 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3979 1.3770 1.4110 1.4110September 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4149 1.3962 1.4277 1.4220October 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4005 1.3771 1.4324 1.4005November 2015 (until 6 November) . . . . . . . . . . . . . . . . . . . . . . . . 1.4045 1.3954 1.4209 1.4209

The above tables illustrate how many Singapore dollars it would take to buy one U.S. dollar. Thesetransactions should not be construed as a representation that those Singapore dollar or U.S. dollar amountscould have been, or could be, converted into U.S. dollars or Singapore dollars, as the case may be, at anyparticular rate, the rate stated below, or at all.

Exchange Controls

Currently, there are no exchange control restrictions in Singapore.

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CAPITALISATION

The following table sets forth our cash and cash equivalents (including financial assets, available-for-sale) and our capitalisation as of 30 September 2015:

• on an actual basis;

• on an as adjusted basis to give effect to the completion of the Tender Offer, Consent Solicitation andChange of Control Offer, and the use of the balance of $194.3 million remaining from the proceedsfrom the Perpetual Securities Offering and borrowings of $538.0 million from the Bridge Loan Facilityto fund the Tender Offer, Consent Solicitation and Change of Control Offer on 16 October 2015;

• on an as further adjusted basis to give effect to the above and the issuance of the Notes and the use ofthe net proceeds therefrom to repay $411.0 million of our borrowings outstanding under the BridgeLoan Facility.

You should read this table in conjunction with “Management’s Discussion and Analysis of FinancialCondition and Results of Operations,” “Unaudited Pro Forma Combined Financial Statements” and ourconsolidated financial statements and related notes thereto included elsewhere in this offering circular.

As of 30 September 2015

Actual As Adjusted

As FurtherAdjusted forthis Offering

(In thousands)Cash and cash equivalents (including financial assets, available-for-

sale) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 263,157 $ 93,875 $ 93,875

Short-term debt:— Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 74,828(2) $ 74,828(2) $ 74,828(2)

— 2016 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000 41,369 41,369— 2018 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 507,711(3) — —— Other current instalments of long-term debt . . . . . . . . . . . . . . . . — — —

Long-term debt:— 2018 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,441(4) 74,489 74,489— Notes offered hereby . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 425,000(5)

— Bridge Loan Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 538,121 127,121— Other long-term debt (excluding current instalments) . . . . . . . . . 178,380 178,380 178,380

Total debt(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,064,360 $ 907,187 $ 921,187

4% Perpetual Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 200,000 $ 200,000 $ 200,000

Total shareholders’ equity attributable to STATS ChipPAC . . . . . . . . 719,695 719,695 719,695

Total capitalisation(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,984,055 $1,826,882 $1,840,882

Notes:

(1) As of 30 September 2015, after giving effect to (1) the completion of the Tender Offer, ConsentSolicitation and Change of Control Offer and borrowings of $538.0 million from the Bridge Loan Facility(together with the balance of $194.3 million remaining from the proceeds from the Perpetual SecuritiesOffering) to fund the Tender Offer, Consent Solicitation and Change of Control Offer in October 2015,and (2) the issuance of the Notes offered in this offering and the use of the net proceeds therefrom, torepay $411.0 million of the borrowings outstanding under the Bridge Loan Facility, as if the transactionscontemplated thereby had been completed on 30 September 2015:

• STATS ChipPAC, at the parent company level, would have had outstanding $390.7 million of seniorunsecured debt and Perpetual Securities and $552.1 million of senior secured debt;

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• our subsidiaries that will guarantee the Notes would have had outstanding $68.4 million of seniorunsecured debt and $110.0 million of senior secured debt; and

• our subsidiaries that will not guarantee the Notes would have had no outstanding senior unsecured debtand no outstanding senior secured debt.

(2) Debt amounts are net of debt issuance costs.

(3) This amount represents the aggregate principal amount of 2018 Notes that were tendered prior to the earlytender date on 25 September 2015 in the Tender Offer and Consent Solicitation.

(4) This amount represents the aggregate principal amount of 2018 Notes that had not been tendered prior tothe early tender date on 25 September 2015 in the Tender Offer and Consent Solicitation.

(5) This amount represents the indebtedness under the Notes prior to deduction of the unamortised debtissuance costs.

(6) Total capitalisation consists of total debt and Perpetual Securities, total shareholders’ equity attributable toSTATS ChipPAC and non-controlling interest.

For a discussion of our contingent liabilities, see “Management’s Discussion and Analysis of FinancialCondition and Results of Operations — Contingencies.”

Except as disclosed herein, there have been no other material changes to our capitalisation since30 September 2015.

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined statements of operations for the six months ended 28 June2015 and 29 June 2014 and the financial year ended 28 December 2014 give effect to the TaiwanRestructuring, Capital Reduction, Distribution, Perpetual Securities Offering (each as defined and describedbelow) and repayment of borrowings described below as if the transactions contemplated thereby had beencompleted on 30 December 2013, and the following unaudited pro forma combined statement of financialposition as of 28 June 2015, gives effect to the foregoing as if the transactions contemplated thereby had beencompleted on 28 June 2015.

(a) Taiwan Restructuring, Capital Reduction and Distribution

Prior to the Capital Reduction and the Distribution, STATS ChipPAC Ltd. (our “Company”) owned51.9% of STATS ChipPAC Taiwan Semiconductor Corporation (“STATS Taiwan Semiconductor”) and 100%of STATS ChipPAC Taiwan Co. Ltd. (“STATS Taiwan”), each a Taiwan corporation (collectively, the“Taiwan Entities”). The Taiwan Entities fell outside the scope of the voluntary conditional cash offer byJCET-SC (Singapore) Pte. Ltd. (“JCET-SC” and such offer, the “JCET Offer”) for all the ordinary shares ofour Company (excluding shares held by JCET-SC and parties acting in concert with it) at S$0.46577 per share.JCET-SC is a subsidiary of Jiangsu Changjiang Electronics Technology Co., Ltd. (“JCET”).

Accordingly, we undertook an internal restructuring (the “Taiwan Restructuring”). Pursuant to theTaiwan Restructuring, ownership of the Taiwan Entities was transferred to our Company’s then wholly-ownedsubsidiary, Bloomeria Limited (“Taiwan HoldCo”). Taiwan HoldCo is a public limited company incorporatedin Singapore and its principal business is investment holding. As one of the conditions to the sequence oftransactions prior to the transfer of ownership to Taiwan HoldCo, our Company’s intercompany loan toSTATS Taiwan of $126.7 million (the “Intercompany Loan”) was repaid in full by STATS Taiwan.

Following the completion of the Taiwan Restructuring described above, our Company undertook thedistribution of $89.1 million to the shareholders of our Company, comprising (i) a distribution in specie of$74.1 million in the form of shares of Taiwan HoldCo, representing the entire shareholding in TaiwanHoldCo; and (ii) a cash distribution of $15.0 million, by way of a capital reduction (such capital reduction, the“Capital Reduction” and such distribution, the “Distribution”). The Taiwan Restructuring, Capital Reductionand Distribution were completed on 5 August 2015.

The book value of the Taiwan Entities as at 28 June 2015 was approximately $78.7 million and anamount of approximately $10.4 million, representing the excess of the total distribution amount over the bookvalue of the Taiwan Entities has been credited to retained earnings and other reserves.

(b) Perpetual Securities Offering

On 16 July 2015, our Company commenced an offering of $200.0 million of our 4% perpetual securities(the “Perpetual Securities” and such offering, the “Perpetual Securities Offering”) to the then shareholders ofour Company by way of a non-renounceable rights offering to strengthen our Company’s financial position.The Perpetual Securities Offering closed on 21 August 2015.

(c) Repayment of borrowings

The JCET Offer was conditional upon (1) JCET-SC having received valid acceptances of the JCET Offerin respect of more than 50% of the ordinary shares of our Company, (2) our Company making the PerpetualSecurities Offering described above and (3) the completion of the Taiwan Restructuring, Capital Reductionand Distribution described above. On 5 August 2015, our Company completed the Taiwan Restructuring, theCapital Reduction and the Distribution and the JCET Offer was declared unconditional in all respects and ourCompany became beneficially majority-owned by JCET. The proceeds from the repayment in full of theIntercompany Loan and part of the proceeds from the Perpetual Securities Offering have been used to repay$132.4 million in principal amount of borrowings that became due and payable upon the Change of Control.The interest savings from the reduced borrowings have been adjusted in the unaudited pro forma combinedstatements of operations.

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Other Pro Forma Assumptions

(a) Historical retained earnings would not be adjusted for the historical profit of the Taiwan Entities.

(b) Goodwill allocation of the Taiwan Entities, if any, has not been considered in the preparation of theunaudited pro forma combined balance sheet.

The unaudited pro forma consolidated statements of operations (i) are presented based on informationcurrently available, (ii) are intended for informational purposes only, (iii) are not necessarily indicative of anddo not purport to represent what our Company’s operating results would have been had the TaiwanRestructuring, Capital Reduction, Distribution, Perpetual Securities Offering and repayment of relevantborrowings occurred as described above or what our Company’s future operating results will be after givingeffect to these events, and (iv) do not reflect all actions that may be undertaken by management after theTaiwan Restructuring, Capital Reduction, Distribution, Perpetual Securities Offering and repayment of therelevant borrowings.

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STATS ChipPAC LtdUnaudited Pro Forma Combined Statement of Operations

For the six months ended 29 June 2014(in $ thousands)

HistoricalSTATS

ChipPACGroup

HistoricalTaiwanEntities

Pro FormaAdjustments

Pro FormaSTATS ChipPAC

Group

Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 775,388 $ 69,613 $ 705,775Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (688,818) (54,887) (633,931)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,570 14,726 71,844

Operating expenses:Selling, general and administrative . . . . . . . . . . . . . . . 49,250 3,171 46,079Research and development . . . . . . . . . . . . . . . . . . . . . 20,683 1,009 19,674

Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,933 4,180 65,753

Equipment impairment . . . . . . . . . . . . . . . . . . . . . . . . 2,261 — 2,261

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . 72,194 4,180 68,014

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . 14,376 10,546 3,830Other income (expenses), net:Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 950 157 793Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25,051) — 908 (c) (24,143)Foreign currency exchange gain (loss) . . . . . . . . . . . . (557) (206) (351)Other non-operating income (expenses), net . . . . . . . 161 176 (15)

Total other expenses, net . . . . . . . . . . . . . . . . . . . . . . . (24,497) 127 (23,716)

Income (loss) before income taxes . . . . . . . . . . . . . . . (10,121) 10,673 (19,886)Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,211) (965) (5,246)

Net income (loss) for the year . . . . . . . . . . . . . . . . . . . (16,332) 9,708 (25,132)

Net income (loss) attributable to:Ordinary shareholders of the Company . . . . . . . . . . . (19,989) 6,051 (29,132)Holders of the perpetual securities . . . . . . . . . . . . . . . — — 4,000 (b) 4,000Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . 3,657 3,657 —

$ (16,332) $ 9,708 $ (25,132)

73

STATS ChipPAC LtdUnaudited Pro Forma Combined Statement of Operations

For the financial year ended 28 December 2014(in $ thousands)

HistoricalSTATS

ChipPACGroup

HistoricalTaiwanEntities

Pro FormaAdjustments

Pro FormaSTATS ChipPAC

Group

Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,585,834 $ 140,808 $ 1,445,026Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,402,331) (108,959) (1,293,372)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183,503 31,849 151,654

Operating expenses:Selling, general and administrative . . . . . . . . . . . . 96,164 6,368 89,796Research and development . . . . . . . . . . . . . . . . . . . 39,200 1,710 37,490Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . 4,319 — 4,319

Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . 139,683 8,078 131,605

Equipment impairment . . . . . . . . . . . . . . . . . . . . . . 3,713 — 3,713

Total operating expenses . . . . . . . . . . . . . . . . . . . . 143,396 8,078 135,318

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . 40,107 23,771 16,336Other income (expenses), net:Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,692 325 1,367Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . (51,432) — 2,002 (c) (49,430)Foreign currency exchange gain (loss) . . . . . . . . . 3,145 935 2,210Other non-operating income (expenses), net . . . . . (547) 162 (709)

Total other expenses, net . . . . . . . . . . . . . . . . . . . . (47,142) 1,422 (46,562)

Income (loss) before income taxes . . . . . . . . . . . . . (7,035) 25,193 (30,226)Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . (6,515) (3,955) (2,560)

Net income (loss) for the year . . . . . . . . . . . . . . . . (13,550) 21,238 (32,786)

Net income (loss) attributable to:Ordinary shareholders of the Company . . . . . . . . . (21,795) 12,993 (40,786)Holders of the perpetual securities . . . . . . . . . . . . . — — 8,000 (b) 8,000Non-controlling interest . . . . . . . . . . . . . . . . . . . . . 8,245 8,245 —

$ (13,550) $ 21,238 $ (32,786)

74

STATS ChipPAC LtdUnaudited Pro Forma Combined Statement of Operations

For the six months ended 28 June 2015(in $ thousands)

HistoricalSTATS

ChipPACGroup

HistoricalTaiwanEntities

Pro FormaAdjustments

Pro FormaSTATS ChipPAC

Group

Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 717,953 $ 59,127 $ 658,826Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (646,061) (49,943) (596,118)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,982 9,184 62,708

Operating expenses:Selling, general and administrative . . . . . . . . . . . . . . . 45,167 3,307 41,860Research and development . . . . . . . . . . . . . . . . . . . . . 17,333 503 16,830

Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,500 3,810 58,690

Equipment impairment . . . . . . . . . . . . . . . . . . . . . . . . — — —

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . 62,500 3,810 58,690

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . 9,392 5,374 4,018Other income (expenses), net:Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 822 189 633Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28,602) — 1,280 (c) (27,322)Foreign currency exchange gain (loss) . . . . . . . . . . . . (1,905) (355) (1,550)Other non-operating income (expenses), net . . . . . . . (5,247) (422) (4,825)

Total other expenses, net . . . . . . . . . . . . . . . . . . . . . . . (34,932) (588) (33,064)

Income (loss) before income taxes . . . . . . . . . . . . . . . (25,540) 4,786 (29,046)Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,555 (486) 5,041

Net income (loss) for the year . . . . . . . . . . . . . . . . . . . (20,985) 4,300 (24,005)

Net income (loss) attributable to:Ordinary shareholders of the Company . . . . . . . . . . . (23,567) 1,718 (28,005)Holders of the perpetual securities . . . . . . . . . . . . . . . — — 4,000 (b) 4,000Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . 2,582 2,582 —

$ (20,985) $ 4,300 $ (24,005)

75

STATS ChipPAC LtdUnaudited Pro Forma Combined Statement of Financial Position

As at 28 June 2015(in $ thousands)

HistoricalSTATS

ChipPACGroup

HistoricalTaiwanEntities

Pro FormaAdjustments

Pro FormaSTATS

ChipPACGroup

ASSETSCurrent assets:Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . $ 161,956 $ 51,225 $ 194,322 (a)-(c) $ 305,053Short-term bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 42,044 42,044 —Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . 211,101 27,250 183,851Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,074 47 50,027Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,234 2,598 59,636Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,373 — 11,373Prepaid expenses and other current assets . . . . . . . . . . . . . 15,311 2,923 12,388

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 554,093 126,087 622,328Non-current assets:

Long-term bank deposits . . . . . . . . . . . . . . . . . . . . . . . . 1,668 471 1,197Property, plant and equipment, net . . . . . . . . . . . . . . . . 1,473,658 145,234 1,328,424Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,937 402 33,535Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 381,487 1,321 380,166

Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200 200 —Prepaid expenses and other non-current assets . . . . . . . 18,071 118 17,953

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . 1,909,021 147,746 1,761,275

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,463,114 $273,833 $2,383,603

LIABILITIESCurrent liabilities:Accounts and other payable . . . . . . . . . . . . . . . . . . . . . . . . $ 163,116 $ 4,839 $ 158,277Payables related to property, plant and equipment

purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,963 967 47,996Accrued operating expenses . . . . . . . . . . . . . . . . . . . . . . . . 90,482 8,371 82,111Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,450 1,995 5,455Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406,748 — (132,381) (c) 274,367Intercompany payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 126,703 126,703 (a) —Short-term amounts due to related parties . . . . . . . . . . . . . 61 — 61

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 716,820 142,875 568,267Non-current liabilities:

Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . 772,574 — 772,574Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 33,817 — 33,817Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . 17,816 39 17,777

Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . 824,207 39 824,168

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,541,027 $142,914 $1,392,435

EQUITYShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 873,666 — (89,120) (a) $ 784,546Retained earnings and other reserves . . . . . . . . . . . . . . . . . (3,802) — 10,424 (a) 6,622Parent company investment . . . . . . . . . . . . . . . . . . . . . . . . — 78,696 78,696 (a) —

Total equity attributable to equity holders of STATSChipPAC Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 869,864 78,696 791,168

Perpetual securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 200,000 (b) 200,000Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,223 52,223 —

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 922,087 130,919 991,168

Total liabilities and shareholders’ equity . . . . . . . . . . . . $2,463,114 $273,833 $2,383,603

76

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data as of and for the six months ended 28 June 2015 and29 June 2014 are derived from our unaudited condensed consolidated financial statements which are includedelsewhere in this offering circular. The following selected consolidated financial data as of 28 December 2014,29 December 2013 and 30 December 2012 and for 2014, 2013 and 2012 are derived from our auditedconsolidated financial statements which are included elsewhere in this offering circular. The followingselected consolidated financial data as of 25 December 2011 and 26 December 2010 and for 2011 and 2010are derived from our audited consolidated financial statements which are not included in this offering circular.Our unaudited interim consolidated financial statements include all adjustments which we consider necessaryfor a fair presentation of our results of operations for these periods. Our unaudited statement of operations datafor the six months ended 28 June 2015 are not necessarily indicative of the results to be expected for any otherinterim period or for the full year.

Our consolidated financial statements have been prepared in accordance with SFRS. Had our financialstatements and other financial information been prepared in accordance with IFRS or U.S. GAAP, our resultsof operations and financial position may have been materially different. See “Risk Factors — Risks Relatingto Our Company — The accounting standards in accordance with which we prepare our financial statementsmay differ from those used in other countries.”

You should read the following selected consolidated financial data in conjunction with our consolidatedfinancial statements and the related notes included in this offering circular, “Selected Historical ConsolidatedFinancial Data” and “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” included elsewhere in this offering circular.

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

201225 December

201126 December

2010Unaudited

(In thousands except per share data)Statement of Operations Data:Net revenues . . . . . . . . . . . . . . . . . . . . . . $ 717,953 $ 775,388 $ 1,585,834 $ 1,598,522 $ 1,701,549 $ 1,706,500 $ 1,677,834Cost of revenues . . . . . . . . . . . . . . . . . . . (646,061) (688,818) (1,402,331) (1,380,941) (1,414,045) (1,416,833) (1,337,950)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . 71,892 86,570 183,503 217,581 287,504 289,667 339,884

Operating expenses:Selling, general and administrative . . . 45,167 49,250 96,164 96,140 122,958 105,541 98,744Research and development . . . . . . . . . 17,333 20,683 39,200 46,432 51,722 52,962 47,462Restructuring charges(1) . . . . . . . . . . . . — — 4,319 1,886 5,715 1,421Exchange offer and redemption

expenses . . . . . . . . . . . . . . . . . . . . . — — — 15,701 — — 3,107Write-off of debt issuance costs . . . . . — — — 2,392 — 7,593 1,970

Operating expenses . . . . . . . . . . . . . . . 62,500 69,933 139,683 162,551 180,395 166,096 152,704

Goodwill impairment(2) . . . . . . . . . . . . . . — — — — 24,100 — —Equipment impairment(2) . . . . . . . . . . . . . — 2,261 3,713 — 3,819 — —

Total operating expenses . . . . . . . . . . . . . 62,500 72,194 143,396 162,551 208,314 166,096 152,704

Operating income before exceptionalitems . . . . . . . . . . . . . . . . . . . . . . . . . . 9,392 14,376 40,107 55,030 79,190 123,571 187,180

Plant closure costs(3) . . . . . . . . . . . . . . . . — — — (36,909) — —Flood related insurance settlement(4) . . . . — — — 19,582 26,741 — —Flood related plan charges(4) . . . . . . . . . . — — — (3,000) (10,061) (55,504) —

Operating income after exceptionalitems . . . . . . . . . . . . . . . . . . . . . . . . . . 9,392 14,376 40,107 34,703 95,870 68,067 187,180

Other income (expenses), net:Interest income . . . . . . . . . . . . . . . . . . . . 822 950 1,692 1,334 1,518 1,912 2,328Interest expense . . . . . . . . . . . . . . . . . . . . (28,602) (25,051) (51,432) (54,459) (59,829) (59,772) (43,460)Foreign currency exchange gain (loss) . . (1,905) (557) 3,145 3,641 583 3,086 (2,587)Share of profit (loss) of associate . . . . . . — — — — (739) (1,045) 465Other non-operating income (expenses),

net . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,247) 161 (547) (1,969) 477 168 (1,601)

Total other expenses, net . . . . . . . . . . . (34,932) (24,497) (47,142) (51,453) (57,990) (55,651) (44,855)

77

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

201225 December

201126 December

2010Unaudited

(In thousands except per share data)Income (loss) before income taxes . . . . . (25,540) (10,121) (7,035) (16,750) 37,880 12,416 142,325Income tax expense . . . . . . . . . . . . . . . . . 4,555 (6,211) (6,515) (22,239) (14,023) (10,594) (26,977)

Net income (loss) . . . . . . . . . . . . . . . . . . . (20,895) (16,332) (13,550) (39,079) 23,857 1,822 115,348Less: Net income attributable to the non-

controlling interest . . . . . . . . . . . . . . . . (2,582) (3,657) (8,245) (8,414) (7,294) (4,324) (7,370)

Net income (loss) attributable to STATSChipPAC . . . . . . . . . . . . . . . . . . . . . . . $ (23,567) $ (19,989) $ (21,795) $ (47,493) $ 16,563 $ (2,502) $ 107,978

Net income (loss) per ordinary shareattributable to STATS ChipPAC:Basic . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.01) $ (0.01) $ (0.01) $ (0.02) $ 0.01 $ (0.00) $ 0.05Diluted . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.01) $ (0.01) $ (0.01) $ (0.02) $ 0.01 $ (0.00) $ 0.05

Ordinary shares (in thousands) used inper ordinary share calculation:Basic . . . . . . . . . . . . . . . . . . . . . . . . . . 2,202,218 2,202,218 2,202,218 2,202,218 2,202,218 2,202,218 2,202,218Diluted . . . . . . . . . . . . . . . . . . . . . . . . . 2,202,218 2,202,218 2,202,218 2,202,218 2,202,220 2,202,218 2,202,234

Other Financial Data:Depreciation and amortisation,

including amortisation of debtissuance cost . . . . . . . . . . . . . . . . . . $ 160,305 $ 157,420 $ 318,034 $ 308,564 $ 289,207 $ 295,498 $ 282,267

Capital expenditures . . . . . . . . . . . . . . 89,030 308,965 534,729 507,466 409,949 304,231 276,676Net cash provided by operating

activities . . . . . . . . . . . . . . . . . . . . . . 170,891 152,318 342,773 380,496 375,199 389,240 465,703Net cash used in investing activities . . (119,687) (284,098) (590,110) (412,681) (371,375) (266,209) (304,782)Net cash provided by/(used in)

financing activities . . . . . . . . . . . . . (6,719) 129,544 235,618 (9,221) (28,059) (124,630) (252,971)

As of As of28 June

201529 June

201428 December

201429 December

201330 December

201225 December

201126 December

2010Unaudited

(In thousands)Statement of Financial

Position Data:Cash and cash

equivalents . . . . . . . . . . . $ 161,956 $ 126,892 $ 117,456 $ 129,136 $ 170,558 $ 194,811 $ 196,395Bank deposits and

available-for-salefinancial assets . . . . . . . . 43,712 58,424 67,713 53,646 40,090 43,659 105,704

Working capital . . . . . . . . . (162,727) (22,429) (69,465) 53,987 219,294 247,154 247,406Total assets . . . . . . . . . . . . . 2,463,114 2,560,801 2,613,834 2,377,670 2,268,276 2,163,778 2,249,916Net assets . . . . . . . . . . . . . . 922,087 947,785 942,443 970,789 1,022,598 985,695 1,027,714Short-term borrowings . . . . 406,748 100,000 212,597 37,947 50,690 20,000 61,768Long-term borrowings . . . . 772,574 964,644 990,688 874,281 792,609 790,339 782,434Equity attributable to equity

holders of STATSChipPAC . . . . . . . . . . . . 869,864 896,274 889,549 917,432 970,809 938,093 958,298

Non-controlling interest . . . 52,223 51,511 52,894 53,357 51,789 47,602 69,416

78

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

201225 December

201126 December

2010(In thousands except ratio data)

Non-GAAP and OtherData (unaudited):

EBITDA(5) . . . . . . . . . . . . . $ 156,283 $ 164,227 $ 345,389 $ 330,469 $ 375,304 $ 358,150 $ 453,804Adjusted EBITDA(5) . . . . . . $ 156,283 $ 166,488 $ 353,421 $ 392,357 $ 408,938 $ 406,603 $ 460,302Ratio of Adjusted EBITDA

to interest expense,net(5) . . . . . . . . . . . . . . . . 5.63x 6.91x 7.11x 7.39x 7.01x 7.03x 11.19x

Ratio of earnings to fixedcharges(6) . . . . . . . . . . . . 0.3x 0.7x 0.86x 0.74x 1.56x 1.20x 3.78x

Adjusted EBITDAmargin(7) . . . . . . . . . . . . . 21.77% 21.47% 22.29% 24.54% 24.03% 23.83% 27.43%

Ratio of total debt toAdjusted EBITDA(5)(8) . . 3.44x 2.88x 3.40x 2.32x 2.06x 1.99x 1.83x

Notes:

(1) In 2014, in order to increase efficiency and to reduce costs, we undertook a global initiative to redesignour business structure. We recorded severance and related charges of $4.3 million as we expeditedmeasures to reduce headcount at our corporate headquarters. In 2013, we recorded severance and relatedcharges of $1.9 million related to our intended restructuring actions to reduce operating costs in operationsand support functions to align costs with business conditions. In 2012, severance and related charges of$5.7 million were incurred.

(2) In the six months ended 29 June 2014, we recorded $2.3 million of charges related to the impairment ofcertain 200mm wafer level packaging equipment. In 2012, goodwill impairment of $24.1 million andequipment impairment of $3.8 million were recorded in connection with our evaluation of the fair value ofthe equipment in our Malaysia plant to mainly align with the transition of technology by certain customersfrom leaded wirebonding to advanced packaging.

(3) In 2014, we recorded $3.7 million of charges related to the impairment of certain 200mm wafer levelpackaging equipment. In 2013, we recorded plant closure costs of $36.9 million related to the intendedclosure of our Malaysia plant. The costs comprise employee severance and benefit expenses of$18.2 million, non-cash asset impairment charges of $17.7 million and other associated costs of$1.0 million.

(4) In 2013, we recognised $19.6 million of insurance settlement as final compensation for our businessinterruption insurance claims related to the flood in Thailand. This insurance recovery was in addition tothe $26.7 million obtained in 2012. In 2013, we incurred flood related plan charges totalling $3.0 millionwhich primarily related to additional land and building impairment on our Thailand plant. Flood relatedplan charges of $10.1 million in 2012 primarily related to depreciation on suspended production operationsand labour and other expenses to support the production shift from our Thailand plant to our othermanufacturing locations. In 2011, we incurred flood related charges totalling $55.5 million comprisinggoodwill impairment of $24.5 million, plant and equipment impairment of $16.3 million, and other relatedcharges of $14.7 million. The goodwill and plant and equipment impairments were the consequence of theflood in Thailand in the fourth quarter of 2011 where extensive equipment and facility damage severelyaffected the ability to support ongoing demand from customers and resulted in substantially reducedmanufacturing capability and scale of our Thailand plant.

79

(5) EBITDA represents net income (loss) attributable to STATS ChipPAC plus (i) income tax expense(benefit), (ii) interest (income) expense, net, and (iii) depreciation and amortisation, excludingamortisation of debt issuance cost. Adjusted EBITDA represents EBITDA plus (i) restructuring charges,(ii) plant closure costs related to our Malaysia plant, (iii) flood related plan charges, (iv) goodwillimpairment, (v) equipment impairment, (vi) tender offer, debt exchange and debt redemption expenses and(vii) write-off of debt issuance cost. The following table reconciles net income (loss) attributable toSTATS ChipPAC to EBITDA and Adjusted EBITDA:

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

201225 December

201126 December

2010(In thousands)

Net income (loss)attributable to STATSChipPAC . . . . . . . . . . . $ (23,567) $ (19,989) $ (21,795) $ (47,493) $ 16,563 $ (2,502) $107,978

Plus:Income tax expense

(benefit) . . . . . . . . . . . . (4,555) 6,211 6,515 22,329 14,023 10,594 26,977Interest expense, net . . . . 27,780 24,101 49,740 53,125 58,311 57,860 41,132Depreciation and

amortisation, excludingamortisation of debtissuance cost . . . . . . . . 156,625 153,904 310,929 302,508 286,407 292,198 277,717

EBITDA . . . . . . . . . . . . . $156,283 $164,227 $345,389 $330,469 $375,304 $358,150 $453,804

Plus:Restructuring

charges . . . . . . . . . . . — — 4,319 3,886 5,715 — 1,421Plant closure costs . . . . — — — 36,909 — — —Flood related plan

charges . . . . . . . . . . . — — — 3,000 — — —Goodwill

impairment . . . . . . . — — — — 24,100 24,547 —Equipment

impairment . . . . . . . — 2,261 3,713 — 3,819 16,313 —Tender offer, exchange

offer and redemptionexpenses . . . . . . . . . — — — 15,701 — — 3,107

Write-off of debtissuance cost . . . . . . — — — 2,392 — 7,593 1,970

Adjusted EBITDA . . . . $156,283 $166,488 $353,421 $392,357 $408,938 $406,603 $460,302

EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by othercompanies due to potential inconsistencies in the method of calculation. We have included EBITDAbecause we believe it is an indicative measure of our operating performance and is used by investors andanalysts to evaluate companies in our industry. We have also included Adjusted EBITDA because webelieve it is a more indicative measure of our baseline performance as it excludes certain charges that ourmanagement considers to be outside of our core operating results. EBITDA and Adjusted EBITDA shouldbe considered in addition to, not as a substitute for, operating income, net income, cash flows fromoperating activities and other measures of financial performance and liquidity reported in accordance withSFRS.

(6) For purposes of computing the ratio of earnings to fixed charges, earnings is defined as income (loss)before income taxes adjusted for fixed charges, income or loss from equity investees and non-controllinginterest in consolidated subsidiaries. Fixed charges consist of interest expense and the portion of operatinglease rental expense that are deemed by us to be representative of the interest factor.

(7) Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues.

(8) Total debt is defined as the sum of long-term debt, short-term debt and capital lease obligations.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

The following discussion of our business, financial condition and results of operations should be read inconjunction with our consolidated financial statements and the related notes included elsewhere in thisoffering circular. This discussion contains forward-looking statements that reflect our current views withrespect to future events and financial performance. Our actual results may differ materially from thoseanticipated in these forward-looking statements as a result of certain factors, such as those set forth under“Risk Factors” and elsewhere in this offering circular. Our consolidated financial statements have beenprepared in accordance with SFRS, which differ in certain respects from IFRS or U.S. GAAP. See “RiskFactors — Risks Relating to Our Company — The accounting standards in accordance with which we prepareour financial statements may differ from those used in other countries.” Our unaudited results of operationsand cash flows data for the six months ended 28 June 2015 are not necessarily indicative of the results to beexpected for any other interim period or for the full year. Prior to the Change of Control, up to and includingour fiscal second quarter ended 28 June 2015, our 52-53 week fiscal year ended on the Sunday nearest andprior to 31 December and our fiscal quarters ended on a Sunday and were generally thirteen weeks in length.Following the Change of Control, commencing from the fiscal third quarter of fiscal year 2015, we adopted afiscal calendar year with interim fiscal quarters ending on 31 March, 30 June, 30 September and31 December to align with the financial reporting period of our parent company, JCET.

Overview

We are a leading service provider of semiconductor packaging design, bump, probe, assembly, test anddistribution solutions. We have the scale to provide a comprehensive range of semiconductor packaging andtest solutions to a diversified global customer base servicing the computing, communications, and consumermarkets.

Global Market Conditions

Global economic conditions have shown some signs of recovery since the global financial crisis,particularly in the U.S., but remain challenging as concerns remain on the sustainability of the recovery.Ongoing concerns over the sustainability of economic recovery in the U.S., its substantial debt burden andexpected shift in monetary policy to increase short term interest rates, the low price of crude oil across theglobe and the related implications for potential global deflation, volatility in Asian equity markets, particularlyChina, as well as concerns of slower economic growth in the E.U., Russia, China and Japan, have contributedto market volatility and diminished expectations for the U.S., Chinese, European and global economies. Ifcountries in the Eurozone or other countries require additional financial support, if sovereign credit ratingscontinue to decline, or in the event of a default on sovereign debt obligations in certain countries includingGreece, Argentina and Russia, yields on the sovereign debt of certain countries may continue to increase, thecost of borrowing may increase and credit may become more limited. In the U.S., there continue to beconcerns over the failure to achieve a long term solution to the issues of government spending, the increasingU.S. national debt and rising debt ceiling, and their negative impact on the U.S. economy as well as concernsover potential increases in cost of borrowing and reduction in availability of credit as the U.S. Federal Reserveends its quantitative easing programme. Further, there continue to be signs of economic weakness such asweaker economic growth and low inflation in the E.U., Japan and China. Continuing conflicts and instabilityin various regions around the world may lead to additional acts of terrorism and armed conflict around theworld, as well as the growing concerns over the sustained and drastic fall in the price of crude oil and theassociated risk of global deflation, which may contribute to further economic instability in the global financialmarkets.

Our customers include a range of organisations in the semiconductor industry whose success isintrinsically linked to the health of the economy generally and of the semiconductor industry specifically. Thesemiconductor industry is highly cyclical and experiences significant fluctuations in customer demand,evolving industry standards, competitive pricing pressure that leads to steady declines in average sellingprices, rapid technological changes, and risk associated with foreign currencies and enforcement of intellectual

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property rights. Additionally, the market in which we operate is very competitive. According to marketresearch data, total revenues of the global semiconductor industry grew by approximately 34% in 2010 asmeasured against unusually low revenues in 2009. Revenue growth slowed to approximately 2% in 2011 andtotal revenues of the global semiconductor industry declined by 3% in 2012. According to Gartner, thesemiconductor industry recovered and grew by approximately 5% in 2013 and by approximately 8% in 2014.Gartner expects the semiconductor industry to decline by approximately 0.7% in 2015, on account of excessinventory and slower demand, resulting in lower growth for the OSAT industry for 2015. Furthermore, DRAMrevenue growth for 2015 is also expected to be lower due to a weaker pricing outlook and lower demand forPCs and tablets.

There can be no assurance that global economic conditions will improve or that they will not deteriorate,which may make it difficult for our customers to accurately forecast and plan for future business activities. Asustained period of uncertainty which could lead to further global economic slowdown or a downturn in thesemiconductor industry would have a material adverse effect on our results of operations, cash flow, financialposition and/or prospects.

Furthermore, restrictions on credit globally and foreign currency exchange rate fluctuations in countriesin which we have operations may impact economic activity and our results of operations. Credit riskassociated with our customers and our investment portfolio may also be adversely impacted. Financial marketdisruption may also result in increased interest expense or inability to obtain financing for our operations orinvestments.

Factors Affecting Our Results of Operations

Cyclicality of the Semiconductor Industry

Our results of operations are influenced by the state of the global semiconductor industry which is highlycyclical. According to market research data, the total revenues of the semiconductor industry declined byapproximately 10% in 2009, due to a downturn in the semiconductor industry triggered by a deterioration inglobal economic conditions. The total revenues of the semiconductor industry grew by approximately 34% in2010, but growth slowed to approximately 2% in 2011 due to supply exceeding demand in many end-markets.In 2012, semiconductor industry revenues declined by approximately 3%. According to Gartner, thesemiconductor industry recovered and grew by approximately 5% in 2013 and by approximately 8% in 2014.Gartner expects the semiconductor industry to decline by approximately 0.7% in 2015, on account of excessinventory and slower demand, resulting in lower growth for the OSAT industry for 2015. Furthermore, DRAMrevenue growth for 2015 is also expected to be lower due to a weaker pricing outlook and lower demand forPCs and tablets.

Our net revenues have typically fluctuated largely in line with the overall performance of thesemiconductor industry. For example, in 2012, our net revenues were flat at $1,701.5 million compared with$1,706.5 million in 2011, in part due to the fall in semiconductor industry revenue. However, although thesemiconductor industry recovered in 2013 and 2014, our net revenues decreased for both periods. In 2013, ournet revenues decreased by 6.1% as compared to 2012 to $1,598.5 million primarily due to reduced wirebondpackaging revenues as a result of reduced demand in the PC and consumer, multi-applications and othermarkets and the transition of technology from leaded wirebonding to advanced packaging. In 2014, our netrevenues decreased by 0.8% as compared to 2013 to $1,585.8 million due to overall weaker demand in thewireless communications market. In the six months ended 28 June 2015, our net revenues were$718.0 million, a decrease of 7.4% from $775.4 million in the six months ended 29 June 2014 due to(a) generally sluggish demand in the semiconductor industry, particularly for smartphones in emergingmarkets, (b) lower demand for certain of our end customers’ products in the high-end smartphones segmentduring the period prior to the release of their next generation products, and (c) weaker demand in thePC segment. Although our net revenues have not increased uniformly across all fiscal periods in line with therecovery of the semiconductor industry, we believe that the cyclicality of the semiconductor industrycontinues to be a significant factor affecting our results of operations, our net revenues are unlikely topositively deviate in periods of downward trends in the semiconductor industry, and any deviation from actualtrends in the semiconductor industry is likely to be caused by one-off negative events.

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Declining Prices

The semiconductor industry is characterised by price erosion which can have a material adverse effect onour revenues and gross margins, particularly when coupled with declining capacity utilisation. Prices of ourproducts at a given level of technology decline over the product life cycle, commanding a premium in theearlier stages and declining towards the end of the cycle. To maintain our profitability, we offset decreases inaverage selling prices by shifting to higher margin packaging and test services or by improving our capacityutilisation rates and production efficiency. In addition, we continue to develop and offer packaging and testservices which command higher margins. We expect average selling prices to fluctuate depending on ourproduct mix in any given period and for such fluctuations in average selling prices to intensify if a downturnin the semiconductor industry were to recur.

Cost of Revenues

Our results of operations are generally affected by the capital-intensive nature of our business. Our costof revenues includes depreciation expense, attributed overhead such as facility rental, utilities and facilityoperating costs and cost of labour and materials. Our fixed costs comprise largely of depreciation expensesrelated to our packaging and test equipment, facility rental, utilities and facility operating costs. Depreciationof our equipment and machinery is generally provided on a straight-line basis over their estimated useful livesof eight years. We routinely review the remaining estimated useful lives of our equipment and machinery todetermine if such lives should be adjusted due to changes in technology, production techniques and ourcustomer base. However, due to the nature of our operations, which may include sudden changes in demand inthe end-markets, and due to the fact that certain equipment are dedicated to specific customers, we may not beable to accurately anticipate declines in the utility of our equipment and machinery. Consequently, impairmentcharges on our equipment and machinery may be necessary. In 2012, we recorded equipment impairmentcharges of $3.8 million as a result of our ongoing assessment of property, plant and equipment for impairment.In 2014, we recorded equipment impairment charges of $3.7 million in connection with the impairment ofcertain 200mm wafer level packaging equipment. We did not record any equipment impairment charges in2013 and the six months ended 28 June 2015.

Our variable costs comprise cost of materials, payroll and operating supplies. The cost of our packagingservices will typically include a higher proportion of variable costs compared to test services. Our variablecosts may be subject to a number of global economic factors such as gold prices, oil prices and fluctuations inforeign exchange rates.

Capacity Utilisation

Increases or decreases in capacity utilisation can have a significant effect on our gross profit marginssince the unit cost of packaging and test services generally decreases as fixed charges, such as depreciationexpense, facility rental, utilities and facility operating costs, are allocated over a larger number of unitspackaged and tested. Our capacity utilisation rates declined in 2008 primarily as a result of the decrease indemand for our packaging and test services resulting from the downturn in the semiconductor industry. Thedecline continued in the first half of 2009, although, in the second half of 2009, our capacity utilisationimproved. Our capacity utilisation improved in 2010 due to the strong performance of the semiconductorindustry that year compared to the low demand level during the downturn in the semiconductor industry in2009, but declined in 2011 and 2012 following our capacity expansion in China for flip-chip and in Taiwan forwafer level package services. Despite the slowdown in revenue growth experienced in recent years, accordingto Gartner, the overall OSAT market revenue is expected to grow by approximately 1.1% in 2015 as comparedto the prior year on account of high demand for chip scale, Wafer Level Packaging (“WLP”) and flip chiptechnologies, which are used for the newest generations of mobile phones, tablets and other ultramobiledevices. We expect our capacity utilisation to improve in 2015 and beyond given such outlook.

Product Mix

Changes to our product mix can have a significant effect on gross profit margins since the margins oncertain products can be significantly higher than other products and services we offer. Our ongoing efforts to

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focus on advanced packaging and move away from wirebond packaging has had a positive effect on ourmargins because our advanced packaging business typically enjoys higher profit margins than the wirebondpackaging business. However, by focusing further on certain high margin products, we may also exposeourselves to the risks associated with being less diversified in terms of the products and services we offer. Ifwe experience a decrease in demand for our high margin products, we may be unable to replace such demandwith lower margin products or at all. In addition, following the divestment of the Taiwan Entities pursuant tothe Capital Reduction and Distribution, the Taiwan Entities’ results of operations have ceased to beconsolidated with ours, which will likely result in a reduction in our profit margins on account of the relativelyhigher margins of products and services sold by the Taiwan Entities, which we do not sell through our currentsubsidiaries. Our ability to manage our gross profit margins will continue to depend in part on our ability toeffectively manage our product mix.

Goodwill and Intangible Assets

As of 28 June 2015, we had goodwill and other intangible assets of $381.5 million and $33.9 million,respectively. Goodwill is recorded when the cost of an acquisition exceeds the fair market value of the nettangible and identifiable intangible assets acquired. Goodwill and indefinite-lived intangible assets are testedfor impairment at least annually. These tests are performed more frequently whenever circumstances indicatethat the carrying value may not be recoverable. Impairment losses are recorded when the carrying amount ofgoodwill and intangible assets exceeds their respective implied fair values. We performed an impairmentreview and recorded impairment charges of $24.1 million to our earnings in 2012. The impairment wasrecorded primarily due to our evaluation of the fair value of the equipment in our Malaysia plant to align withthe transition of technology by certain customers from leaded wirebonding to advanced packaging. We did notrecord any goodwill impairment charges in 2013, 2014 and the six months ended 28 June 2015.

We may be required in the future to record another significant charge to earnings in our financialstatements during the period in which any impairment of our goodwill or other intangible assets is determined.Various uncertainties, including a deterioration in the global economic condition, a downturn in thesemiconductor industry and the occurrence of natural disasters that impact our business, could impactexpected cash flows to be generated by the goodwill or other intangible assets, and may result in impairmentof these assets in future. We cannot predict the occurrence of certain events or circumstances that mightadversely affect the carrying value of goodwill in future. Such events may include, but are not limited to,strategic decisions made in response to economic and competitive conditions and the impact of the economicenvironment on our business. Should impairment be determined to have occurred, such impairment losses arerecorded as a charge to income from continuing operations and notwithstanding that any such impairmentwould be a non-cash expense, this will likely have a significant adverse effect on our results of operations.

See “Risk Factors — Risks Relating to Our Company — We recorded goodwill impairment charges of$24.1 million and $24.5 million to our earnings in 2012 and 2011, respectively, and may be required to recordanother significant charge to earnings in the future when we review our goodwill or other intangible assets forpotential impairment.”

The Change of Control and Related Transactions

We expect that the Taiwan Restructuring, Capital Reduction and Distribution, the Perpetual SecuritiesOffering and the Change of Control Transaction will have an impact on our results of operations and financialcondition going forward. The initial impact of the Change of Control and its related transactions on ourrevenue and profitability may be negative as a result of the divestment of the profitable Taiwan Entities, ourcommitted payments to such entities pursuant to the Technical Services Agreement, the negative impact of theChange of Control Transaction on our credit rating which may lead to higher interest expense going forward,and our customers’ concerns or reservations regarding the Change of Control Transaction. However, webelieve that we will be able to take advantage of revenue and cost synergies going forward and the net effectof the Change of Control and its related transactions will be positive on our results of operations and financialcondition.

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We may experience a negative impact on our results of operations and financial condition on account ofthe Change of Control Transaction and its related transactions as a result of the following factors:

• Divestment of the profitable Taiwan Entities pursuant to the Capital Reduction and Distribution: Proforma for the Taiwan Restructuring, Capital Reduction, Distribution and Perpetual Securities Offering,we would have incurred a net loss of $24.0 million and $32.8 million in the six months ended 28 June2015 and in 2014, respectively, as compared to our actual incurred net loss of $23.6 million and$21.8 million for those respective periods. As the Taiwan Entities have been profitable since 2010while we have incurred substantial losses since 2013, the consolidation of the Taiwan Entities’ resultsof operations with ours reduced our net loss in 2013, 2014 and the six months ended 28 June 2015, andin other years, increased our net income. Following the divestment of the Taiwan Entities pursuant tothe Capital Reduction and Distribution, the Taiwan Entities’ results of operations have ceased to beconsolidated with ours, which will likely result in an increase in our net loss position or a decrease inour net income. In addition, we expect a reduction in our profit margins on account of the change inproduct mix that we offer following the divestment of the Taiwan Entities, as a result of the relativelyhigher margins for products and services sold by the Taiwan Entities, which we do not sell through ourother subsidiaries. Further, the Taiwan Entities may compete with us, which may adversely affect ourbusiness, financial condition and results of operations.

• Technical Services Agreement with the Taiwan Entities: Under the terms of the Technical ServicesAgreement, which we entered into with the Taiwan Entities following the completion of the CapitalReduction and Distribution, we have committed to the Minimum Spend. If customer demand forservices for which we rely on the Taiwan Entities to provide under the Technical Services Agreementdecreases for any reason, we will, under the terms of the Technical Services Agreement, have to pay theTaiwan Entities the Minimum Spend even if we do not require or receive the services from the TaiwanEntities in consideration for the payment. The Minimum Spend may therefore reduce our gross profitmargin.

Further, despite our Minimum Spend commitment, there is no assurance that the Taiwan Entities willbe able to provide services and materials to us as contemplated under the Technical Services Agreementon an uninterrupted basis and in the manner prior to the Capital Reduction and Distribution, and to theextent we continue to rely on the Taiwan Entities for the provision of services or materials, our ownbusiness may be adversely affected.

See “Description of Indebtedness and Other Material Contracts — Other Material Contracts —Technical Services Agreement” for more details on the Technical Services Agreement.

• Downgrade of our credit ratings: In June 2015, S&P downgraded our corporate credit rating to reflect theChange of Control and the fact that we are less likely to receive “extraordinary government support”following the Change of Control Transaction. S&P indicated that in its view, the strategic importance of thetechnology industry to the Singapore government is less significant than before, and further S&P believes thelink between the government and our Company is limited given Temasek’s divestment. On 1 September2015, while S&P affirmed our long-term corporate credit rating and the rating of the Existing Notes, itrevised our outlook from stable to negative due to certain factors, including the slowdown in the outsourcedsemiconductor assembly and test industry, the view that we may not be able to improve our key financialratios over the next year and the funding structure of the JCET Offer. On 6 November 2015, S&P loweredour long-term credit rating and the rating of the Existing Notes on account of lower revenue and profitabilityreflected in our quarter ended 30 September 2015 results. S&P also revised our outlook from negative tostable. Further, in June 2015, Moody’s also placed our Company and the Existing Notes on review fordowngrade due to, for instance, a perception that our credit profile may be adversely affected by ourownership structure and the refinancing risks associated with potential borrowings under the Bridge LoanFacility. In August 2015, Moody’s further downgraded our corporate credit rating due to a combination offactors, including the perception that our operating performance is weakening, the refinancing risksassociated with our current debt restructuring and the complex funding and ownership structures associatedwith the JCET Offer. Any further downgrade in our current debt rating could impair our ability to obtainadditional financing on acceptable terms, and affect our interest expense going forward.

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• Customer concerns regarding the Change of Control: Although we believe that our customers havegenerally reacted positively to the Change of Control Transaction, certain of our customers have raisedconcerns on the consistency and implementation of our manufacturing methodologies, managementprocesses, corporate culture integration, geographical expansion plans and intellectual propertyprotection following the Change of Control. We believe that none of these factors have been affectedmaterially by the Change of Control and have implemented various steps to address these concerns,including for instance, implementing “information walls” to effectively protect customer personal data.We have also assured customers that JCET has conveyed that it is its intention to ensure continuity ofour operations as a separate autonomous business. However, despite these steps, there can be noassurance that certain of our customers will not continue to maintain such perceptions or concerns andwe could experience customer losses. Certain of our customers may scale back the volume of businessthey provide to us or may hold back in engaging us until any perceived uncertainties arising from theChange of Control are addressed to their satisfaction. We may not be able to offset any customer lossesor loss of business from existing or potential customers by the potential expansion of our customer baseor volume of business with existing customer from the Change of Control. See “Risk Factors — RisksRelating to Our Company — We may experience customer losses as a result of customer concerns overthe Change of Control Transaction.”

However, we expect the benefits from the following synergies to help offset the impact of the foregoingon our results of operations and financial condition:

• Revenue synergies: We believe that our acquisition by JCET provides us with access to JCET’s broadAsian, and in particular, growing Chinese customer base, which we have historically not enjoyedbecause our customer base to date has been predominantly American and European. We intend toleverage our technology platform and access to JCET’s broader resources and network of strongrelationships in China to meet the growing demand, particularly in the mobile device market, in Chinaas well as capture additional market segments, including the analog, automotive and infotainmentmarket segments. As the mid-tier and entry level segments of the mobile device market continue togrow in China, we expect serving the China market to broaden our portfolio spectrum and mitigate ourexposure to the volatility in the higher-end segment of the mobile device market. Although increasingsales of our products and services for the mid-tier and entry level segments in the China market mayreduce our profit margins, we believe that such increase would have an overall accretive effect on ourtotal profit.

Further, with our acquisition by JCET, we expect to be able to more efficiently redeploy ourmanufacturing capacity to better optimise our capacity. For example, JCET has a strong wirebondingbusiness and we believe that excess wirebonding capacity or machinery that we may possess can beefficiently redeployed to provide wirebonding services to JCET on an arm’s length basis.

• Cost synergies: Although we operate as a separate autonomous business from JCET, we expect tobenefit from the following synergies:

(1) Procurement efficiency and effectiveness. We intend to leverage JCET’s equipment andmaterials procurement sources, as well as combine JCET’s and our procurement orders whereappropriate to improve our procurement efficiency and effectiveness.

(2) Rationalise capital expenditures. We also expect to be able to further rationalise our capitalexpenditures and enhance our operational performance with our acquisition by JCET. For example, weare required to relocate the operations of our packaging and test facility in China as the land on whichour facility is located has been requisitioned by the PRC government. As a result of being part of theJCET group, we expect to be able to lease from JCET a part of their new facility in China and relocateour China facility to JCET’s facility, and thereby avoid incurring capital expenditures that we wouldotherwise have to incur to build our own factory. Relocating to the facility that JCET is currentlyconstructing also compresses the lead time for the relocation of our China facility and accelerates thetime when we may start qualifying the new facility for the provision of services to our customers.

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(3) Capacity optimisation and improved operational efficiencies. We and JCET have set upcollaboration mechanisms, including the allocation of customer engagements to be serviced by one ofours or JCET’s manufacturing facilities, depending on the customer’s needs, and vice versa. Also, sincewe focus on advanced technologies while JCET focuses on wirebonding and other lower-end andmainstream technologies, we expect that our collaboration mechanisms will enable us to optimise ourcapacity utilisation and improve operational efficiencies. Our access to JCET’s manufacturingcapabilities also enables us to narrow the range of equipment that we maintain in our facilities. Weexpect that addressing, through JCET’s resources, the growing demand in the mid-tier and entry levelsegments of the mobile device market in China will also enable us to extend the useful life and improvethe utilisation of our assets.

(4) Research and development efficiencies. We expect that our acquisition by JCET will enableus to benefit from research and development efficiencies by giving us access to JCET’s research anddevelopment resources in wirebonding and other technologies, thereby allowing us to focus ourinvestments in advanced packaging.

Although we believe that the synergies described above are achievable and provide a strong rationale forthe Change of Control Transaction, there can be no assurance that the Change of Control Transaction will havethe desired effect on our revenue or costs or both to the extent described above, or at all. See “Risk Factors —Risks Relating to Our Company — We may be unsuccessful in achieving our desired synergies with JCET.”

Critical Accounting Policies

We believe the following accounting policies are critical to our business operations and the understandingof our results of operations. Our preparation of our financial statements requires us to make estimates andassumptions that affect the reported amount of assets and liabilities, and disclosure of contingent assets andliabilities at the date of our financial statements and the report amounts of revenues and expenses during thereporting period. If actual results differ significantly from the estimates and assumptions, there could be amaterial adverse effect on our financial statements.

Revenue Recognition

We derive revenue primarily from wafer probe and bumping, packaging and testing of semiconductorICs. Net revenues represent the invoiced value of goods and services rendered net of returns, trade discountsand allowances, and excluding goods and services tax.

Revenue is recognised when all significant risks and rewards of ownership of the goods and services aretransferred to the customer. Significant risks and rewards are generally considered to be transferred to thecustomer when the customer has taken undisputed delivery of goods.

We generally do not take ownership of customer supplied semiconductors as these materials are sent to uson a consignment basis. Accordingly, the values of the customer supplied materials are neither reflected inrevenue nor in cost of revenue.

Provisions are made for estimates of potential sales returns and allowance for discounts for volumepurchasers and early payments and are recorded as deduction from gross revenue based upon historicalexperience and expectations of customers’ ultimate purchase levels and timing of payment. Specific returnsand discounts are provided for at the time their existence is known and the amounts can be reasonablyestimated.

Revenue recognition is affected by our ability to estimate sales incentives, expected returns andprovisions for uncollectible receivables. We make estimates of potential sales returns and discounts in whichallowance for volume purchases and early payments is made as a deduction from gross revenue based on ourhistorical experience and expectations of our customers’ ultimate purchase levels and payment timing. Actualrevenues may differ from our estimates if future customer purchases or payment timing differ from ourestimates, which may happen as a result of changes in general economic conditions, market demand for our

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customers’ products, or by our customers’ desire to achieve payment timing discounts. Our actual returns anddiscounts have not historically been significantly different from our estimates.

Allowances are made for collectability of accounts receivable when there is doubt as to the collectabilityof individual accounts. We consider various factors, including a review of specific transactions, age of thebalance, creditworthiness of the customers, historic payment experience and market and economic conditionswhen determining provisions for uncollectible receivables. Estimates are evaluated on a periodic basis toassess the adequacy of the estimates. We mitigate our credit risk through our credit evaluation process, creditpolicies, and credit control and collection procedures but these methods cannot eliminate all potential creditrisk losses. The actual level of debt collected may differ from the estimated levels of recovery and additionalallowances may be required in the future.

Valuation of Inventory

The valuation of inventory requires us to estimate obsolete or excess inventory as well as inventory thatare not of saleable quality. The determination of obsolete or excess inventory requires us to estimate the futuredemand from our customers within specific time horizons, generally six months or less. The estimates offuture demand that we use in the valuation of inventories are based on the forecasts provided by ourcustomers. If our inventory for specific customer forecast is greater than actual demand, we may be required torecord additional inventory reserves, which would have a negative impact on our gross margin.

Inventories are stated at the lower of standard cost, which approximates actual cost determined on theweighted average basis, and net realisable value. Cost is generally computed on a standard cost basis, based onnormal capacity utilisation, with unrecoverable costs arising from under-utilisation of capacity expensed whenincurred. Net realisable value is determined based on estimated selling price, less further costs expected to beincurred up to completion and disposal. Reserves are established for excess and obsolete inventories based onestimates of saleability and forecasted future demand. We generally do not take ownership of customersupplied semiconductors, and accordingly we do not include them as part of our inventories.

Depreciation and Amortisation

Our operations are capital intensive and we have significant investment in packaging and test equipment.We depreciate our property, plant and equipment based on our estimate of the period that we expect to deriveeconomic benefits from their use. The estimates of economic useful lives are set based on historicalexperience, future expectations and the likelihood of technological obsolescence arising from changes inproduction techniques or in market demand for the use of our equipment and machinery. However, businessconditions, underlying technology and customers’ requirements may change in the future which could cause achange in the useful lives. Any change in useful lives could have a significant effect on our future operatingresults.

Valuation of Property, Plant and Equipment

We review property, plant and equipment for impairment whenever events or changes in circumstancesindicate that their carrying amounts may not be recoverable. Management judgment is critical in assessingwhether events have occurred that may impact the carrying value of property, plant and equipment.

Due to the nature of our business, which may include sudden changes in demand in the end-markets, anddue to the fact that certain equipment is dedicated to specific customers, we may not be able to anticipatedeclines in the utilisation of our equipment and machinery. Generally, we consider consecutive quarterlyutilisation rate declines or projected utilisation deterioration or implication of natural disasters as principalfactors for our impairment review. Consequently, additional impairment charges may be necessary in thefuture and this could have a significant negative impact on our future operating results.

In determining the recoverable amount of equipment and machinery, we consider offers to purchase suchequipment, comparable market analyses and expected future discounted cash flows. Discounted cash flowsinvolve management estimates on selling prices, market demand and supply, economic and regulatory

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climates, production cost estimation, discount rates and other factors. Any subsequent changes to thediscounted cash flows due to changes in the above mentioned factors could impact the carrying value of theassets.

In 2014, equipment impairment charges of $3.7 million were recorded in connection with the impairmentof certain 200mm wafer level packaging equipment. In 2012, equipment impairment charges of $3.8 millionwere recorded in connection with our evaluation of the fair value of the equipment in our Malaysia plant tomainly align with the transition of technology by certain customers from leaded wirebonding to advancedpackaging. We did not record any equipment impairment charges in 2013 and the six months ended 28 June2015.

See “Risk Factors — Risks Relating to Our Company — We may not be able to develop or access leadingtechnology which may affect our ability to compete effectively.”

Deferred Tax Asset and Uncertain Income Tax Positions

We recognise tax provisions when it is considered probable (more likely than not) that there will be afuture outflow of funds to a taxing authority. In such cases, provision is made for the amount that is expectedto be settled, where this can be reasonably estimated. This requires the application of judgment as to theultimate outcome, which can change over time depending on facts and circumstances. A change in estimate ofthe likelihood of a future outflow and/or in the expected amount to be settled would be recognised in incomein the period in which the change occurs.

We recognise deferred tax assets only to the extent it is considered probable that those assets will berecoverable. This involves an assessment of when those deferred tax assets are likely to reverse, and ajudgment as to whether or not there will be sufficient taxable profits available to offset the tax assets uponreversal. This requires assumptions regarding future business plan, profitability, tax planning strategies and istherefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be anincrease or decrease in the amounts recognised in respect of deferred tax assets as well as the amountsrecognised in income in the period in which the change occurs.

Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affectamounts recognised in income both in the period of change, which would include any impact on cumulativeprovisions, and in future periods.

For a discussion of significant items in deferred tax asset and uncertain tax positions, see Note 15,Income Taxes, of our 2014 consolidated financial statements as set forth on page F-25 in this offering circular.

Valuation of Goodwill

We review goodwill for impairment annually and whenever events or changes in circumstances indicatethe carrying value of an asset may not be recoverable. The determination of the recoverable amount of a cashgenerating unit (“CGU”) (or group of CGUs) to which goodwill is allocated involves the use of estimates bymanagement. Fair value is determined based on a weighting of market or income approaches, or combinationof both. Under the market approach, fair value is estimated based on market multiples of revenue or earningsfor comparable companies. Under the income approach, fair value is estimated based on the present value ofestimated future cash flows. Determining fair value is judgmental in nature and involves the use of significantestimates and assumptions. These estimates and assumptions include revenue growth rates and operatingmargins used to calculate projected future cash flows, risk-adjusted discount rates, future economic andmarket conditions, and determination of appropriate market comparables. We base our fair value onassumptions we believe to be reasonable but that are unpredictable and inherently uncertain.

We performed an impairment review and recorded goodwill impairment charges of $24.1 million to ourearnings in 2012. The impairment was recorded in connection with our evaluation of the fair value of theequipment in our Malaysia plant to mainly align with the transition of technology by certain customers fromleaded wirebonding to advanced packaging. We did not record any goodwill impairment in 2013, 2014 and thesix months ended 28 June 2015.

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Contingencies

We are subject to claims and litigation, which arise in the normal course of business. These claims andlitigation may include allegations of infringement of intellectual property rights of others, disputes over taxassessments, environmental liability, labour, products, as well as other claims of liabilities.

We assess the likelihood of an adverse judgment or outcome for these matters, as well as the range ofpotential losses. A determination of the reserves required, if any, is made after careful analysis. The requiredreserves may change in the future due to new developments impacting the probability of a loss, the estimate ofsuch loss, and the probability of recovery of such loss from third parties.

Results of Operations

The following table sets forth the composition of revenue by advanced packaging, wirebond packagingand test services as a percentage of net revenues:

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

2012

Net revenuesAdvanced packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.7% 49.1% 48.2% 46.9% 44.7%Wirebond packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.7 29.9 29.4 30.8 35.2Test services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.6 21.0 22.4 22.3 20.1

Total net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0% 100.0%

The following table sets forth certain data as a percentage of net revenues for the periods indicated:

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

2012

Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0% 100.0%Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.0 11.2 11.6 13.6 16.9Selling, general and administrative . . . . . . . . . . . . . . . . . . (6.3) (6.3) (6.1) (6.0) (7.2)Research and development . . . . . . . . . . . . . . . . . . . . . . . . (2.4) (2.7) (2.5) (2.9) (3.0)Exchange offer and redemption expenses . . . . . . . . . . . . . — — — (1.0) —Write-off of debt issuance costs . . . . . . . . . . . . . . . . . . . . — — — (0.2) —Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (0.2) (0.1) (0.4)Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — (1.4)Equipment impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.3) (0.2) — (0.2)Plant closure costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (2.3) —Flood related insurance settlement . . . . . . . . . . . . . . . . . . — — — 1.2 1.5Flood related plan charges . . . . . . . . . . . . . . . . . . . . . . . . — — — (0.1) (0.6)Operating income after exceptional items . . . . . . . . . . . . . 1.3 1.9 2.6 2.2 5.6Other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.8) (3.2) (3.0) (3.2) (3.4)Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . 0.6 (0.8) (0.4) (1.4) (0.8)Net (income) loss attributable to the non-controlling

interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.4) (0.5) (0.5) (0.6) (0.4)Net income (loss) attributable to STATS ChipPAC . . . . . (3.3)% (2.6)% (1.4)% (3.0)% 1.0%

Six Months Ended 28 June 2015 Compared to Six Months Ended 29 June 2014

Net Revenues

We derive revenues primarily from the provision of advanced packaging, wirebond packaging and testservices. Net revenues in the six months ended 28 June 2015 were $718.0 million, a decrease of 7.4% from$775.4 million in the six months ended 29 June 2014. Revenue in the six months ended 28 June 2015decreased compared to same period in 2014 due to (a) generally sluggish demand in the semiconductorindustry, particularly for smartphones in emerging markets, (b) lower demand for certain of our endcustomers’ products in the high-end smartphones segment during the period prior to the release of their next

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generation products, and (c) weaker demand in the PC segment. In the six months ended 28 June 2015, ouradvanced packaging revenues decreased by 4.5% to $363.8 million compared to the same period in 2014. Inthe six months ended 28 June 2015, our wirebond packaging revenues decreased by 20.5% to $184.5 millioncompared to the same period in 2014. The higher advanced packaging revenues compared to wirebondpackaging revenues reflected the transition of technology from leaded wirebonding to advanced packaging andincreasing business traction in advanced packaging for the wireless communications market. In the six monthsended 28 June 2015, our test services revenues increased by 4.3% to $169.7 million, compared to the sameperiod in 2014, primarily due to an increase in volume in the wireless communications business. Our revenuesfrom copper wirebond packaging accounted for 37.6% of our total wirebond packaging revenues in the sixmonths ended 28 June 2015 compared to 36.9% in the same period in 2014.

Gross Profit

Gross profit in the six months ended 28 June 2015 was $71.9 million, a decrease of 17.0% from $86.6million in the six months ended 29 June 2014. Gross profit as a percentage of net revenues was 10.0% in thesix months ended 28 June 2015, compared to 11.2% in the six months ended 29 June 2014. Gross profit for thesix months ended 28 June 2015 decreased primarily due to lower revenues and an increase in cost of revenuesas compared to the six months ended 29 June 2014. Our cost of revenues increased primarily due to increaseddepreciation expense as a result of the commissioning of our new facility in Incheon, South Korea and productmix change. Our cost of net revenues consists principally of fixed costs such as depreciation and leasingexpenses and variable costs such as direct and indirect labour, materials and overhead expenses.

Selling, General and Administrative

Selling, general and administrative expenses consist primarily of payroll-related cost for administrativepersonnel, external cost such as consultancy, legal, administrative, profession and regulatory fees anddepreciation of equipment used in selling, general and administrative activities. Selling, general andadministrative expenses were $45.2 million in the six months ended 28 June 2015, a decrease of 8.3% from$49.3 million in the six months ended 29 June 2014. The decrease in selling, general and administrativeexpenses in the and six months ended 28 June 2015 was primarily due to cost initiatives related to headcountreductions and lower discretionary expenses and payroll-related costs. As a percentage of net revenues,selling, general and administrative expenses were 6.3% in the six months ended 28 June 2015 and in the sixmonths ended 29 June 2014.

Research and Development

Research and development expenses consist primarily of payroll-related cost for research anddevelopment, external cost such as consultancy and legal fees, and depreciation of equipment andconsumables used in research and development activities. Research and development expenses were $17.3million in the six months ended 28 June 2015, a decrease of 16.2% from $20.7 million in the six months ended29 June 2014. The decrease in research and development expenses in the six months ended 28 June 2015 wasprimarily due to cost initiatives related to headcount reductions and payroll-related costs. As a percentage ofnet revenues, research and development expenses were 2.4% in the six months ended 28 June 2015 comparedwith 2.7% in the six months ended 29 June 2014.

Equipment Impairment

In the six months ended 29 June 2014, we recorded $2.3 million of charges related to the impairment ofcertain 200mm wafer level packaging equipment. No equipment impairment charges were incurred in the sixmonths ended 28 June 2015.

Net Interest Income (Expense)

Net interest expense was $27.8 million in the six months ended 28 June 2015 compared to $24.1 millionin the six months ended 29 June 2014. Interest income was $0.8 million in the six months ended 28 June 2015compared to $1.0 million in the six months ended 29 June 2014.

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Interest expense was $28.6 million in the six months ended 28 June 2015, compared to $25.1 million inthe six months ended 29 June 2014. The increase in interest expense in the six months ended 28 June 2015 wasdue to higher borrowings. Total outstanding interest-bearing debt was $1,179.3 million and $1,064.6 millionas of 28 June 2015 and 29 June 2014, respectively.

Foreign Currency Exchange Loss

Net foreign currency exchange loss was $1.9 million in the six months ended 28 June 2015 compared to$0.6 million in the six months ended 29 June 2014. This loss was primarily due to the fluctuations during thesix months ended 28 June 2015 compared to the same period in 2014 between the exchange rate of the U.S.dollar and the South Korean Won, the Singapore dollar, the Chinese Renminbi and the New Taiwan Dollar.

Other Non-Operating Income (Expenses), Net

Net other non-operating expenses was $5.2 million in the six months ended 28 June 2015, compared tonet other non-operating income of $0.2 million in the six months ended 29 June 2014. The increase in othernon-operating expenses for the six months ended 28 June 2015 compared to the same period of 2014 wasprimarily due to expenses related to transactions undertaken in connection with the JCET Offer, including ourPerpetual Securities Offering and the distribution of our stake in our Taiwan subsidiaries.

Income Tax Benefit (Expense)

We recorded consolidated income tax benefit of $4.6 million in the six months ended 28 June 2015,compared to consolidated income tax expense of $6.2 million in the six months ended 29 June 2014, based onthe mix of tax rates and taxable income across the various jurisdictions in which we do business. Our primarytax jurisdictions during the periods discussed were Singapore, South Korea, China, Taiwan and the UnitedStates. In the six months ended 28 June 2015, tax credits of $5.3 million and $3.5 million were recognised inrelation to our tax exemption in South Korea and shift in the profit repatriation plans of our Taiwansubsidiaries, respectively.

Year Ended 31 December 2014 Compared to Year Ended 29 December 2013

Net Revenues

Net revenues in 2014 were $1,585.8 million, a decrease of 0.8% compared to $1,598.5 million in 2013.The decrease in net revenues in 2014 compared to 2013 was primarily due to overall weaker demand in thewireless communications market.

In 2014, our advanced packaging revenues increased by 2.0% to $764.0 million, compared to 2013. In2014, our wirebond packaging revenues decreased by 5.1% to $467.0 million, compared to 2013. The shift indemand reflected transition of technology from leaded wirebonding to advanced packaging and increasingbusiness traction in advanced packaging for the wireless communications market. In 2014, our test servicesrevenue decreased by 0.7% to $354.8 million, compared to 2013, due to declines in the volume of businessfrom key customers. Our net revenues from copper wirebond packaging accounted for 37.9% of our totalwirebond packaging revenues in 2014 compared to 33.9% in 2013.

Gross Profit

Gross profit in 2014 decreased 15.6% to $183.5 million, compared to $217.6 million in 2013. Gross profitas a percentage of revenues were 11.6% in 2014, compared to 13.6% in 2013. Gross profit for 2014 decreasedprimarily due to higher cost of revenues as compared to 2013 which increased as a result of higher overheadsand labour costs. Our higher overheads and labour costs were due to an increase in volume of our advancedpackaging business. Gross profit in 2014 also decreased due to a shift in demand towards lower tiersmartphones with lower average selling prices.

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Selling, General and Administrative

Selling, general and administrative expenses were $96.2 million in 2014, compared to $96.1 million in2013. As a percentage of revenues, selling, general and administrative expenses were 6.1% in 2014, comparedto 6.0% in 2013.

Research and Development

Research and development expenses were $39.2 million in 2014, compared to $46.4 million in 2013. Thedecrease of 15.6% in research and development expenses in 2014 was primarily due to cost initiatives to lowerheadcount, lower payroll-related costs and lower amortisation of intangible assets. As a percentage ofrevenues, research and development expenses were 2.5% in 2014, compared to 2.9% in 2013.

Restructuring Charges

In 2014, in order to increase efficiency and to reduce costs, we undertook a global initiative to redesignour business structure. In 2014, we recorded severance and related charges of $4.3 million as we expeditedmeasures to reduce headcount at our corporate headquarters. In 2013, we incurred restructuring expenses of$1.9 million.

Exchange Offer and Redemption Expenses and Write-Off of Debt Issuance Costs

In 2013, we recorded $14.1 million of redemption premium expenses related to the redemption of ouroutstanding $241.6 million of 7.5% Senior Notes due 2015 (the “2015 Notes”) and $1.6 million of exchangeoffer expenses related to the premium on our exchange offer of the 2015 Notes for the 2018 Notes. We furtherrecorded a $2.4 million write-off of debt issuance costs in 2013 in connection with the exchange offer andredemption of the 2015 Notes. No exchange offer and redemption expenses or write-off of debt issuance costswere incurred in 2014.

Equipment Impairment

In 2014, we recorded $3.7 million of charges related to the impairment of certain 200mm wafer levelpackaging equipment. No equipment impairment charges were incurred in 2013.

Plant Closure Costs

In 2013, we recorded plant closure costs of $36.9 million related to our strategic plan for our Malaysiaplant. The plant closure costs included employee severance and benefit costs of $18.2 million, non-cash assetimpairment charges of $17.7 million and other associated costs of $1.0 million. No plant closure costs wereincurred in 2014.

Flood Related Plan Income (Expenses)

In 2013, we recognised $19.6 million of insurance settlement as final compensation for our businessinterruption insurance claims related to the flood in Thailand. In 2013, we incurred flood related plan chargestotalling $3.0 million which primarily related to additional land and building impairment on our Thailandplant. No flood related plan income (expenses) were incurred in 2014.

Net Interest Income (Expense)

Net interest expense was $49.7 million in 2014, compared to $53.1 million in 2013. Interest income was$1.7 million in 2014, compared to $1.3 million in 2013.

Interest expense was $51.4 million in 2014, compared to $54.5 million in 2013. The decrease in interestexpense in 2014 was primarily due to the lower interest rate on our long-term borrowings as we refinanced$600.0 million of our then outstanding 2015 Notes, which bore interest at a rate of 7.5% per annum, with our

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then outstanding $611.2 million of 2018 Notes, which bear interest at a rate of 4.5% per annum. This decreasein interest rate was partially offset by higher borrowings. Total outstanding interest-bearing debt was$1,203.3 million and $912.2 million as of 28 December 2014 and 29 December 2013, respectively.

Foreign Currency Exchange Gain (Loss)

Net foreign currency exchange gain was $3.1 million in 2014, compared to $3.6 million in 2013. Thesenon-cash gains were primarily due to the fluctuations during 2014 compared to 2013 between the exchangerate of the U.S. dollar and the South Korean Won, the Singapore dollar, the Chinese Renminbi and the NewTaiwan Dollar.

Other Non-Operating Income (Expenses), Net

Net other non-operating expenses were $0.5 million in 2014, compared to $2.0 million in 2013.

Income Tax Expense

Our consolidated income tax expense was $6.5 million in 2014, compared to $22.3 million in 2013, basedon the mix of tax rates and taxable income across the various jurisdictions in which we do business. Ourprimary tax jurisdictions are Singapore, South Korea, China, Taiwan and the United States. In 2014, taxcredits of $4.7 million were recognised in relation to the capital expenditures incurred in connection with theconstruction of our new facility in Incheon, South Korea. In 2013, net tax expenses of $6.0 million wererecorded in relation to tax estimates for the prior years’ tax positions. In 2014 and 2013, we incurredapproximately $33.3 million and $32.8 million, respectively, of non-tax deductible expenses related to ourcapital reduction transaction in 2010.

Year Ended 29 December 2013 Compared to Year Ended 30 December 2012

Net Revenues

Net revenues in 2013 were $1,598.5 million, a decrease of 6.1% compared to $1,701.5 million in 2012.

In 2013, our advanced packaging revenues decreased by 1.5% to $749.0 million, compared to 2012, dueto lower demand in wafer level packaging and advanced packaging for the wireless communications market,and the benefit of an extra week in 2012. In 2013, our wirebond packaging revenues decreased by 17.7% to$492.3 million, compared to 2012, due to a combination of demand weakness in the personal computers andconsumer, multi-applications and other markets, transition of technology from leaded wirebonding toadvanced packaging and the benefit of an extra week in 2012. In 2013, our test services revenue increased by4.2% to $357.2 million, compared to 2012 due to increased demand from customers who require turnkeysolutions from our end to end product offering in the advanced packaging segment. Our revenue from copperwirebond packaging accounted for 33.9% of our total wirebond packaging revenue in 2013, compared to17.8% in 2012.

Gross Profit

Gross profit in 2013 was $217.6 million, compared to $287.5 million in 2012. Gross profit as apercentage of revenues was 13.6% in 2013, compared to 16.9% in 2012. Gross profit for 2013 decreasedprimarily due to lower revenue compared to 2012, an increase in depreciation expense and an increase inlabour costs to support an increase in volume of our advanced packaging.

Selling, General and Administrative

Selling, general and administrative expenses were $96.1 million in 2013, a decrease of 21.8% comparedto $123.0 million in 2012. The decrease was primarily due to litigation settlement charges recorded in 2012and lower payroll-related costs in 2013. As a percentage of revenues, selling, general and administrativeexpenses were 6.0% in 2013, compared to 7.2% in 2012.

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Research and Development

Research and development expenses were $46.4 million in 2013, compared to $51.7 million in 2012. Thedecrease of 10.2% in research and development expenses in 2013 was primarily due to lower payroll-relatedcosts and lower headcount following completion of certain packaging development initiatives. As a percentageof revenues, research and development expenses were 2.9% in 2013, compared to 3.0% in 2012.

Restructuring Charges

In 2013, we recorded severance and related charges of $1.9 million related to our restructuring actions toreduce operating costs in operations and support functions to align costs with business conditions. In 2012,severance and related charges of $5.7 million were incurred.

Exchange Offer and Redemption Expenses and Write-Off of Debt Issuance Cost

In 2013, we recorded $14.1 million of redemption premium expenses related to the redemption of ouroutstanding $241.6 million of the 2015 Notes and $1.6 million of exchange offer expenses related to thepremium on our exchange offer of the 2015 Notes for the 2018 Notes. We further recorded a $2.4 millionwrite-off of debt issuance costs in 2013 in connection with the exchange offer and redemption of the 2015Notes. No exchange offer and redemption expenses or write-off of debt issuance costs were incurred in 2012.

Plant Closure Costs

In 2013, we recorded plant closure costs of $36.9 million related to our closure of our Malaysia plant. Thecosts comprise employee severance and benefit costs of $18.2 million, non-cash asset impairment charges of$17.7 million and other associated costs of $1.0 million. No plant closure costs were incurred in 2012.

Flood Related Plan Income (Expenses)

In 2013, we recognised $19.6 million of insurance settlement as final compensation for our businessinterruption insurance claims related to the flood in Thailand. This insurance recovery was in addition to$26.7 million received in 2012. In 2013, we incurred flood related plan charges totalling $3.0 million whichprimarily related to additional land and building impairment on our Thailand plant. Flood related plan chargesof $10.0 million in 2012 primarily related to depreciation on suspended production operations and labour andother expenses to support the production shift from our Thailand plant to our other manufacturing locations.

Net Interest Income (Expense)

Net interest expense was $53.1 million in 2013, compared to $58.3 million in 2012. Interest income was$1.3 million in 2013 and $1.5 million in 2012.

Interest expense was $54.4 million in 2013, compared to $59.8 million in 2012. The decrease in interestexpense in 2013 was primarily due to the lower interest rate on our long-term borrowings as we refinanced$600.0 million of our then outstanding 2015 Notes, which bore interest at a rate of 7.5% per annum, with ourthen outstanding $611.2 million of the 2018 Notes, which bear interest at a rate of 4.5% per annum. Thisdecrease in interest rate was offset by higher borrowings. Total outstanding interest-bearing debt was$912.2 million and $843.3 million as of 29 December 2013 and 30 December 2012, respectively.

Foreign Currency Exchange Gain

Net foreign currency exchange gain was $3.6 million in 2013, compared to $0.6 million in 2012. Theincrease is primarily due to a foreign currency exchange gain in 2013 arising from cash inflows on account ofthe return of capital in Thailand.

Other Non-Operating Income, Net

Net other non-operating expense was $2.0 million in 2013, compared to net other non-operating incomeof $0.4 million in 2012. Other non-operating expenses in 2013 primarily related to the lease termination costof $2.0 million.

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Income Tax Expense

Our consolidated income tax expense was $22.3 million in 2013, compared to $14.0 million in 2012,based on the mix of tax rates and taxable income across the various jurisdictions in which we do business. Ourprimary tax jurisdictions were Singapore, South Korea, China, Malaysia, Taiwan, Thailand and the UnitedStates in the periods discussed. In 2013 and 2012, we recorded $6.0 million and $0.1 million, respectively, ofnet tax expense and net tax benefit related to changes in tax estimates for prior years’ tax positions. In 2013and 2012, we incurred approximately $32.8 million and $45.7 million, respectively, of non-tax deductibleexpenses related to our capital reduction transaction in 2010.

Quarterly Results

The following table sets forth our unaudited results of operations, including as a percentage of netrevenues, for the eight fiscal quarters ended 28 June 2015. We believe that all necessary adjustments havebeen included in the amounts stated below to present fairly the selected quarterly information when read inconjunction with our consolidated financial statements and the related notes included elsewhere in thisoffering circular. Our results of operations have varied and may continue to vary significantly from quarter toquarter and are not necessarily indicative of the results of any future periods.

Fiscal Quarter Ended28 June

201529 March

201528 December

201428 September

201429 June

201430 March

201429 December

201329 September

2013(In thousands)

Net revenues . . . . . . . . . . . . $ 346,873 371,080 $ 406,674 $ 403,772 $ 409,912 $ 365,476 $ 395,020 $ 400,775Cost of revenues . . . . . . . . . (313,917) (332,144) (357,580) (355,933) (359,862) (328,956) (353,596) (343,963)

Gross profit . . . . . . . . . . . . 32,956 38,936 49,094 47,839 50,050 36,520 41,424 56,812

Operating expenses:Selling, general and

administrative . . . . . . . 22,456 22,711 23,360 23,554 25,128 24,122 23,935 24,645Research and

development . . . . . . . . 8,819 8,514 8,927 9,590 10,751 9,932 10,502 10,855Restructuring charges . . . — — 4,319 — — — 1,886 —Exchange offer and

redemptionexpenses . . . . . . . . . . . — — — — — — — —

Write-off of debtissuance costs . . . . . . . — — — — — — — —

Operating expenses . . . . 31,275 31,225 36,606 33,144 35,879 34,054 36,323 35,500

Goodwill impairment . . . . . — — — — — — — —Equipment impairment . . . . — — — 1,452 — 2,261 — —

Total operating expenses . . 31,275 31,225 36,606 34,596 35,879 36,315 36,323 35,500

Operating income (loss)before exceptionalitems . . . . . . . . . . . . . . 1,681 7,711 12,488 13,243 14,171 205 5,101 21,312

Plant closure costs . . . . . — — — — — — — (379)Flood related insurance

settlement . . . . . . . . . . — — — — — — — 19,582Flood related plan

charges . . . . . . . . . . . . — — — — — — — (3,000)

Operating income (loss)after exceptionalitems . . . . . . . . . . . . . . . . 1,681 7,711 12,488 13,243 14,171 205 5,101 37,515

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Fiscal Quarter Ended28 June

201529 March

201528 December

201428 September

201429 June

201430 March

201429 December

201329 September

2013(In thousands)

Other income (expenses),net:Interest income . . . . . . 385 437 362 380 388 562 358 296Interest expenses . . . . . (14,277) (14,325) (13,500) (12,881) (12,676) (12,375) (12,918) (12,747)Foreign currency

exchange gain(loss) . . . . . . . . . . . . (1,446) (459) 3,640 62 (347) (210) 3,721 244

Share of loss ofassociate . . . . . . . . . . — — — — — — — —

Other non-operatingincome (expenses),net . . . . . . . . . . . . . . (3,858) (1,389) (785) 77 152 9 (1,994) (20)

Total other expenses,net . . . . . . . . . . . . (19,196) (15,736) (10,283) (12,362) (12,483) (12,014) (10,833) (12,227)

Income (loss) beforeincome taxes . . . . . . . . (17,515) (8,025) 2,205 881 1,688 (11,809) (5,732) 25,288

Income tax benefit(expense) . . . . . . . . . . . (2,599) 7,154 3,419 (3,723) (3,273) (2,938) (4,193) (9,615)

Net income (loss) . . . . . . . (20,114) (871) 5,624 (2,842) (1,585) (14,747) (9,925) 15,673Less: Net income

attributable to the non-controlling interest . . . . (1,388) (1,194) (2,139) (2,449) (2,597) (1,060) (2,147) (2,375)

Net income (loss)attributable to STATSChipPAC. . . . . . . . . . . . $ (21,502) $ (2,065) $ 3,485 $ (5,291) $ (4,182) $ (15,807) $ (12,072) $ 13,298

Other financial dataCapital expenditures . . . . $ 52,074 $ 36,956 $ 64,813 $ 160,951 $ 195,345 $ 113,620 $ 200,592 $108,694Net cash provided by

operating activities . . . . 62,917 107,974 99,642 90,813 89,145 63,173 94,149 85,136Net cash used in investing

activities . . . . . . . . . . . . (47,947) (71,740) (154,030) (151,982) (124,323) (159,775) (111,994) (96,367)Net cash provided by/

(used in) financingactivities . . . . . . . . . . . . (3,668) (3,051) 56,226 49,848 45,437 84,107 (493) 13,923

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Fiscal Quarter Ended(As a percentage of net revenues)

28 June2015

29 March2015

28 December2014

28 September2014

29 June2014

30 March2014

29 December2013

29 September2013

Net revenues . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%Cost of revenues . . . . . . . . . . (90.5) (89.5) (87.9) (88.2) (87.8) (90.0) (89.5) (85.8)Gross profit . . . . . . . . . . . . . 9.5 10.5 12.1 11.8 12.2 10.0 10.5 14.2Operating expenses:

Selling, general andadministrative . . . . . . . . 6.5 6.1 5.7 5.8 6.1 6.6 6.1 6.2

Research anddevelopment . . . . . . . . . 2.5 2.3 2.2 2.4 2.6 2.7 2.7 2.7

Restructuring charges . . . . — — 1.1 — — — 0.4 —Exchange offer and

redemption expenses . . — — — — — — — —Write-off of debt issuance

costs . . . . . . . . . . . . . . . — — — — — — — —Operating expenses . . . . . . . 9.0 8.4 9.0 8.2 8.7 9.3 9.2 8.9Goodwill impairment . . . . . . — — — — — — — —Equipment impairment . . . . . — — — 0.3 — 0.6 — —Total operating expenses . . . 9.0 8.4 9.0 8.5 8.7 9.9 9.2 8.9Operating income (loss)

before exceptionalitems . . . . . . . . . . . . . . . . . 0.5 2.1 3.1 3.3 3.5 0.1 1.3 5.3

Plant closure costs . . . . . . . . — — — — — — — (0.1)Flood related insurance

settlement . . . . . . . . . . . . . — — — — — — — 4.9Flood related plan

charges . . . . . . . . . . . . . . . — — — — — — — (0.7)Operating income (loss) after

exceptional items . . . . . . . 0.5 2.1 3.1 3.3 3.5 0.1 1.3 9.4Other income (expenses):

Interest income . . . . . . . . . 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1Interest expenses . . . . . . . (4.1) (3.9) (3.3) (3.2) (3.1) (3.4) (3.3) (3.2)Foreign currency

exchange gain loss) . . . (0.4) (0.1) 0.9 0.0 (0.1) (0.1) 0.9 0.0Share of profit (loss) of

associate . . . . . . . . . . . . — — — — — — — —Other non-operating

income (expenses),net . . . . . . . . . . . . . . . . . (1.2) (0.4) (0.2) 0.0 0.0 0.0 (0.4) (0.0)Total other expenses,

net . . . . . . . . . . . . . . . (5.6) (4.3) (2.5) (3.1) (3.1) (3.3) (2.7) (3.1)Income (loss) before income

taxes . . . . . . . . . . . . . . . . . (5.1) (2.2) 0.6 0.2 0.4 (3.2) (1.4) 6.3Income tax benefit

(expense) . . . . . . . . . . . . . (0.7) 1.9 0.8 (0.9) (0.8) (0.8) (1.1) (2.4)Net income (loss) . . . . . . . . . (5.8) (0.3) 1.4 (0.7) (0.4) (4.0) (2.5) 3.9Less: Net income

attributable to the non-controlling interest . . . . . . (0.4) (0.3) (0.5) (0.6) (0.6) (0.3) (0.6) (0.6)

Net income (loss)attributable to STATSChipPAC . . . . . . . . . . . . . (6.2)% (0.6)% 0.9% (1.3)% (1.0)% (4.3)% (3.1)% 3.3%

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Liquidity and Capital Resources

Our principal sources of liquidity consist of cash flows from operating activities, bank facilities and otherdebt financing, and our existing cash, cash equivalents and bank deposits. As of 30 September 2015, we hadcash, cash equivalents and bank deposits of $263.2 million. We also have available lines of credit and bankingfacilities consisting of loans, overdrafts, letters of credit and bank guarantees, including those available to ourconsolidated subsidiaries, which amounted to an aggregate of $1,188.5 million, of which $902.6 million ofcredit facilities and $24.9 million of other banking facilities were available as of 30 September 2015. As of30 September 2015, after giving effect to (1) the completion of the Tender Offer, Consent Solicitation andChange of Control Offer and borrowings of $538.0 million from the Bridge Loan Facility (together with thebalance of $194.3 million remaining from the proceeds from the Perpetual Securities Offering) to fund theTender Offer, Consent Solicitation and Change of Control Offer in October 2015, and (2) the issuance of theNotes offered in this offering and the use of the net proceeds therefrom, to repay $411.0 million of ourborrowings outstanding under the Bridge Loan Facility, we would have had cash, cash equivalents and bankdeposits of $93.9 million. We would have also had available lines of credit and banking facilities consisting ofloans, overdrafts, letters of credit and bank guarantees, including those available to our consolidatedsubsidiaries, which would have amounted to an aggregate of $545.6 million, of which $132.6 million of creditfacilities and $24.9 million of other banking facilities would have been available as of 30 September 2015,after giving effect to (1) the completion of the Tender Offer, Consent Solicitation and Change of Control Offerand borrowings of $538.0 million from the Bridge Loan Facility (together with the balance of $194.3 millionremaining from the proceeds from the Perpetual Securities Offering) to fund the Tender Offer, ConsentSolicitation and Change of Control Offer in October 2015, and (2) the issuance of the Notes offered in thisoffering and the use of the net proceeds therefrom, to repay $411.0 million of the borrowings outstandingunder the Bridge Loan Facility.

As of 30 September 2015, our total debt outstanding consisted of $1,064.4 million of borrowings, whichincluded $611.2 million of the 2018 Notes, $200.0 million of the 2016 Notes, and other short-term andlong-term borrowings. As of 30 September 2015, after giving effect to (1) the completion of the Tender Offer,Consent Solicitation and Change of Control Offer and borrowings of $538.0 million from the Bridge LoanFacility (together with the balance of $194.3 million remaining from the proceeds from the PerpetualSecurities Offering) to fund the Tender Offer, Consent Solicitation and Change of Control Offer in October2015, and (2) the issuance of the Notes offered in this offering and the use of the net proceeds therefrom, torepay $411.0 million of the borrowings outstanding under the Bridge Loan Facility, we would have had totalindebtedness and Perpetual Securities of $1,121.2 million, consisting of $459.1 million of senior unsecureddebt and Perpetual Securities and $662.1 million of senior secured debt. Further, we may incur furtherindebtedness in the near to medium term to fund our capital expenditures.

Our liquidity needs arise primarily from servicing our outstanding debts, working capital needs and thefunding of capital expenditures and investments. Our capital expenditures are largely driven by the demand forour services, primarily to increase our packaging and testing capacity, to replace packaging and test equipmentfrom time to time, and to expand our facilities and service offerings. Capital expenditure in the nine monthsended 30 September 2015 was $142.5 million compared to $469.9 million in the nine months ended30 September 2014, which included $144.2 million for our new facility in Incheon, South Korea. Capitalexpenditure in 2014 was $534.7 million, which was largely in relation to the construction of our Incheonfacility. Capital expenditure in 2013, including $28.6 million progressive capital spending for the constructionof our Incheon facility, was $507.5 million and was primarily for the expansion of production capacity inadvanced wafer level packaging, wirebond packaging and turnkey test to support ramp for the emergingmarket chipsets and global handset new products. We spent $409.9 million on capital expenditures in 2012 aswe focused on capacity expansion in advanced packaging and turnkey test for the high end smartphones andtablets market.

We are required to relocate the operations of our packaging and test facility in China as the land on whichour facility is located has been requisitioned by the PRC government. Under the terms of our settlement withthe relevant local PRC authorities in connection with the requisitioning of such land, the relevant local PRC

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authorities have agreed to pay us total compensation of RMB1,026.8 million (equivalent to approximately$165.4 million) upon the occurrence of several agreed upon milestones, including transfer of land to therelevant local PRC authorities, the relocation of our old China plant’s equipment to the site of the new Chinaplant, and the completion of the relocation process by us vacating our current plant site. We expect to receivecompensation of RMB513.4 million (equivalent to approximately $82.7 million) in 2015, of whichRMB308.1 million (equivalent to approximately $49.3 million) was received in the first quarter of 2015 andwe expect to receive RMB205.3 million (equivalent to approximately $33.1 million) in the second half of2015. Although the expected compensation that the authorities of the PRC have agreed to pay us is expected tobe sufficient to fund the capital expenditure estimated to be required to relocate our China operations to a newfacility in China, there can be no assurance that all the milestones will be reached or that the compensationwill be paid to us in a timely manner, or at all. As a result of being part of the JCET group, we expect to beable to lease from JCET a part of their new facility in China that JCET is constructing and relocate our Chinafacility to JCET’s facility, and thereby avoid having to incur the capital expenditures that we would otherwisehave to deploy to build our own factory. The proximity of the new facility to the current location of our oldfacility helps to mitigate risks associated with the transfer of operations as it minimises disruptions to ourcustomer’s supply chain. Relocating to the facility that JCET has already started building also has the benefitof compressing the lead time for the relocation of our China facility and accelerating the time when we maystart qualifying the new facility for the provision of services to our customers. In addition, governmentalauthorities have provided monetary concessions in connection with the relocation to the new facility. See“Risk Factors — Risks Relating to Our Company — Conducting business in China involves uncertainties andthere can be no assurances that the intended benefits from our new China facility will be realised.”

Our total capital commitments as of 30 September 2015 were $51.6 million. A portion of our capitalexpenditures over the next three years is expected to be made towards testing of advanced packaging and newtechnologies in development. See “Business — Property, Plants and Equipment.”

The following table sets forth our quarterly capital expenditure as a percentage of net revenues for theperiods indicated:

Fiscal Quarter Ended(Capital expenditure as a percentage of net revenues)

30 September2015

28 June2015

29 March2015

28 December2014

28 September2014

29 June2014

30 March2014

29 December2013

17.1% 15.0% 10.0%(1) 15.9%(1) 39.9%(1) 47.7%(1) 31.1%(1) 50.8%(1)

29 September2013

30 June2013

31 March2013

30 December2012

23 September2012

24 June2012

25 March2012

25 December2011

27.1%(1) 26.7% 22.7% 11.5%(2) 39.1%(2) 22.9%(2) 25.2%(2) 12.5%

Notes:

(1) Capital expenditure (excluding the new factory construction in South Korea) as a percentage of netrevenues was 8.8%, 7.4%, 18.5%, 37.3%, 26.8% and 46.7% for the quarter ended 29 March 2015,28 December 2014, 28 September 2014, 29 June 2014, 30 March 2014 and 29 December 2013,respectively.

(2) Capital expenditure (excluding Singapore factory capital expenditure) as a percentage of net revenues was9.7%, 35.9%, 20.7% and 24.5% for the quarter ended 30 December 2012, 23 September 2012, 24 June2012 and 25 March 2012, respectively.

Assuming the completion of this offering and the availability of the proposed Take-Out Facilities in atimely manner, we believe that our cash on hand, existing credit facilities, anticipated cash flows fromoperations, working capital improvements and expected compensation that the relevant local PRC authoritieshave agreed to pay us in connection with the requisitioning of the land on which our China plant is located,will be sufficient to meet our currently anticipated capital expenditure requirements, investment requirements,as well as debt service repayment and liability obligations for the next 12 months. We regularly evaluate ourcurrent and future financing needs and may take advantage of favourable capital or credit market conditions toraise additional financing. We may also from time to time seek to refinance or otherwise restructure ouroutstanding debt, or retire or purchase our outstanding debt through cash purchases and/or exchanges for

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securities, in the open market purchases, privately negotiated transactions or otherwise for strategic reasons, orto further strengthen our financial position. From time to time, we may make acquisitions of, or investmentsin, other companies and businesses that we believe could expand our business, augment our market coverage,enhance our technical capabilities or otherwise offer growth opportunities. Such additional financing,refinancing, repurchases, exchanges, acquisitions or investments, if any, will depend on prevailing marketconditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may bematerial. See “Risk Factors — Risks Relating to the Notes —If we are unable to refinance our debtoutstanding under the Bridge Loan Facility (after repayment of a portion thereof with the proceeds from thisoffering) with the proposed Take-Out Facilities or such other facilities as may be entered into to refinance theBridge Loan Facility, there could be a default under the terms of the Bridge Loan Facility Agreement, whichcould cause the repayment of our debt to be accelerated and result in a default under the Notes” for furtherdetails on risks relating to the Bridge Loan Facility.

Under the global market conditions as discussed above, there can be no assurance that our businessactivity would be maintained at the expected level to generate the anticipated cash flows from operations orthat our credit facilities would be available or sufficient. If the market conditions deteriorate, there can be noassurance that demand for our services will not be adversely affected, resulting in our cash flows fromoperations being lower than anticipated. If our cash flows from operations is lower than anticipated, includingas a result of a downturn in the market conditions generally or the semiconductor industry specifically, orshortages in supply of key components and disruption in supply chain, or otherwise, or our capitalrequirements exceed our expectations as a result of higher than anticipated growth in the semiconductorindustry, acquisition or investment opportunities, or the expansion of our business or otherwise, we may haveto seek additional financing. In such events, there can be no assurance that additional financing will beavailable or, if available, that such financings can be obtained on terms favourable to us or that any additionalfinancing will not be dilutive to our shareholders or detrimental to our creditors.

Bridge Loan Facility

On 6 August 2015, we entered into the $890.0 million Bridge Loan Facility Agreement with DBS BankLtd. as facility agent, arranger and lender. The purpose of the Bridge Loan Facility is to refinance certain ofour outstanding debt. We have drawn down $538.0 million from this facility to fund, together with the balanceof $194.3 million remaining from the proceeds from the Perpetual Securities Offering, the Tender Offer,Consent Solicitation and Change of Control Offer in respect of the Existing Notes. Pursuant to the deed ofamendment dated 17 November 2015, the amount available under the Bridge Facility Agreement has beenreduced to $120.0 million, which we may use, together with cash on hand, if necessary, to redeem outstandingExisting Notes.

All amounts borrowed under the Bridge Loan Facility and accrued interest thereon are due on the datefalling six months from the date of the Bridge Loan Facility Agreement, which may (subject to, among otherthings, notice requirements and no default having occurred) be extended twice with the second extension’smaturity date falling 12 months from the date of the Bridge Loan Facility Agreement. The interest payablewill range from 1.50% plus LIBOR (up to and including the original maturity date prior to any extensions) to2.40% plus LIBOR (from the first extension’s maturity date to second extension’s maturity date). Interest ispayable on interest periods elected by us. We are also paying a customary commitment fee from the date ofthe Bridge Loan Facility Agreement to the end of the availability period under the Bridge Loan FacilityAgreement.

The Bridge Loan Facility is secured by the Initial Collateral and will be secured by the Additional BridgeCollateral. The Initial Collateral, the Additional Bridge Collateral and the Korea Collateral make up theCollateral. The Collateral will also secure the Notes offered in this offering and certain other debt, on an equaland rateable basis pursuant to the security sharing arrangements provided in the Intercreditor Deed. For detailson the Collateral, see “Description of Notes — Brief Description of the Notes, the Note Guarantees and theSecurity — Security.” For further details on the security arrangements, see “— Other Material Contracts —Intercreditor Deed.” The Bridge Loan Facility is also guaranteed by all of our subsidiaries except our Chinasubsidiary and our Thai subsidiaries.

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We may prepay amounts outstanding under this facility in whole or in part any time after the day onwhich the facility has been fully down or after expiration of the availability period of this facility. We are alsorequired to prepay amounts outstanding under this facility upon the occurrence of a change of control wherein(i) the Consortium, which includes JCET, ceases to directly or indirectly control at least 75% of the economicor voting interests in our Company, (ii) JCET ceases to directly or indirectly control at least 50% of theeconomic or voting interests in our Company, or (iii) JCET-SCT directly ceases to own 100% of the ordinaryshares of our Company that it acquired on the Change of Control Date. In addition, we are required to prepayamounts outstanding under this facility with the net proceeds of any debt issuance, equity issuance, disposal ofcertain assets and any insurance claim, subject to certain exclusions. Such net proceeds are, pursuant to theterms of the deed of amendment to the Bridge Loan Facility Agreement dated 17 November 2015, required toprepay any amounts borrowed under the facility and, solely with respect to net proceeds under this offering,thereafter be applied to reduce the amount of available funds under the Bridge Loan Facility Agreement. Thisfacility includes certain covenants by us, including restrictions on declaring dividends and on redeeming ormaking any distribution on the Perpetual Securities; restrictions on the incurrence of additional indebtednessand issuance of share capital; and the maintenance of certain debt to EBITDA and EBITDA to interest expenseratios.

Perpetual Securities

On 16 July 2015, we commenced the Perpetual Securities Offering of $200.0 million of our 4% PerpetualSecurities to our then existing shareholders by way of a non-renounceable rights offering to strengthen ourfinancial position. The Perpetual Securities Offering closed on 21 August 2015. STSPL had, subject to certainconditions, undertaken to subscribe for its 83.7% pro rata share of the Perpetual Securities and all otherPerpetual Securities not subscribed by our other then existing shareholders. Pursuant to the undertaking,STSPL subscribed for $199.8 million of the Perpetual Securities. On the Change of Control Date, we issued$167.4 million of the Perpetual Securities subscribed by that date. We issued the balance $32.6 million of thePerpetual Securities on 21 August 2015.

The Perpetual Securities constitute our direct, senior and unsecured obligations and rank pari passu withall our other outstanding senior and unsecured and unsubordinated obligations, except our ContractuallySenior Obligations (as defined in “Description of Indebtedness and Other Material Contracts — Description ofCertain Indebtedness and Perpetual Securities — Perpetual Securities”). The Perpetual Securities rank juniorto the Contractually Senior Obligations.

The Perpetual Securities have no maturity date. Under the terms and conditions of the PerpetualSecurities, we may at any time (including upon the occurrence of the Step Up Date or a Step Up Event (asdefined in “Description of Indebtedness and Other Material Contracts — Description of Certain Indebtednessand Perpetual Securities — Perpetual Securities”)) redeem all but not some of the Perpetual Securities at thePerps Redemption Price. The Perpetual Securities confer a right to receive distributions at the distributionrates described in “Description of Indebtedness and Other Material Contracts — Description of CertainIndebtedness and Perpetual Securities — Perpetual Securities.”

We are subject to certain covenants under the terms and conditions of the Perpetual Securities. The termsand conditions of the Perpetual Securities also require us to use commercially reasonable efforts to redeem thePerpetual Securities at the time of refinancing the Bridge Loan Facility, although our failure to effect suchredemption would not be a breach of the terms and conditions of the Perpetual Securities nor constitute a StepUp Event (as defined thereunder).

Pursuant to the Deed Poll Undertaking and Guarantee in favour of the holders of the Perpetual Securities,JCET has unconditionally and irrevocably agreed to procure and ensure that we exercise our right to redeemall of the Perpetual Securities upon the Step Up Date or a Step Up Event (that occurs after the Step Up Date).In addition, pursuant to the Deed Poll Undertaking and Guarantee, in the event that we do not redeem all ofthe Perpetual Securities in accordance with the terms and conditions of the Perpetual Securities and by thetime specified for a redemption in connection with a Step Up Date or a Step Up Event (that occurs after theStep Up Date), each holder of the Perpetual Securities will have the right to require (i) JCET to purchase all of

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the Perpetual Securities held by the holder at the Perps Redemption Price or (ii) JCET, pursuant to aguarantee, to pay to the holder, with respect to the Perpetual Securities held by such holder, the PerpsRedemption Price on our behalf. Xinchao, a substantial shareholder of JCET, has, in turn, unconditionally andirrevocably pursuant to the Deed Poll Undertaking and Guarantee, undertaken to procure the performanceof, and has guaranteed the obligations and payments by, JCET under the Deed Poll Undertaking andGuarantee.

In addition, JCET has agreed in a deed of undertaking dated 6 August 2015 with Citicorp InternationalLimited, as common security agent under the Intercreditor Deed, for the benefit of holders of the Notes andother senior creditors, to (and to cause us to) cause (1) the Perpetual Securities to be amended so that theybecome subordinated to certain senior debt of our Company, including the Bridge Loan Facility, the ExistingNotes, the Notes, the Take-Out Facilities (once executed), certain hedging obligations and other debt aspermitted under the Intercreditor Deed and the indenture governing the Notes, and (2) the holders (or trustee)of the Perpetual Securities to accede to the Intercreditor Deed as unsecured, subordinated creditor(s), in eachcase, within six months of the third anniversary of the first issue date of the Perpetual Securities. The firstissue date of the Perpetual Securities was the Change of Control Date. See “Description of Indebtedness andOther Material Contracts — Description of Certain Indebtedness and Perpetual Securities — PerpetualSecurities” for more details on this deed of undertaking.

We used $5.7 million of the proceeds from the Perpetual Securities Offering, together with proceeds fromthe repayment of the $126.7 million Intercompany Loan to us (as described under “The Change of Control andRelated Transactions — Taiwan Restructuring”), to repay $132.4 million of our bank loans that became dueand payable upon the Change of Control. We used the balance of $194.3 million remaining from the proceedsfrom the Perpetual Securities Offering, together with borrowings of $538.0 million under the Bridge LoanFacility, to fund the Tender Offer, Consent Solicitation and Change of Control Offer in respect of the ExistingNotes.

See “Description of Indebtedness and Other Material Contracts — Description of Certain Indebtednessand Perpetual Securities — Perpetual Securities” for more details on the Perpetual Securities.

Take-Out Facilities

We have entered into a commitment letter with the MLABs, dated 4 September 2015, pursuant to whichthe MLABs have agreed, subject to certain conditions, to make available to us the Take-Out Facilities. Weintend to use amounts borrowed under the Take-Out Facilities to refinance a portion of the borrowings underthe Bridge Loan Facility and certain other debt facilities of our Company and certain of our subsidiaries.Following the repayment of this indebtedness, we intend to use amounts borrowed under the Revolving CreditFacility for working capital requirements of our Company and our subsidiaries.

The MLABs’ obligation to provide the Take-Out Facilities is subject to the execution of final definitivedocuments by no later than 180 days from the date of the commitment letter (or such later date as agreed bythe parties thereto). Such definitive documents will include conditions customary for financings of suchnature.

The conditions precedent to draw down under the Take-Out Facilities will include the successful raisingby us of additional debt financing (which may take the form of either an issuance of new senior secured notesand/or a new loan facility or other alternative financing on terms acceptable to each of the MLABs) in anaggregate amount of at least $400 million. Draw down under the Take-Out Facilities is subject to otherconditions customary for financings of such nature.

The Term Loan Facility will be available for five drawdowns up to three months from the AgreementDate of the Take-Out Facilities Agreement. The Revolving Credit Facility will be available for draw down ona revolving basis up to one month prior to the final maturity date of the Take-Out Facilities. The Take-OutMaturity Date of the Take-Out Facilities will be five years from the Agreement Date.

The Term Loan Facility is repayable in accordance with an amortising repayment schedule commencing15 months from the Agreement Date and the Revolving Credit Facility is repayable on the Take-Out Maturity

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Date. The interest payable for the Term Loan Facility will be the Applicable Margin of 3.70% plus LIBOR perannum. An upfront fee of 3.20% of the total principal amount of the Take-Out Facilities will also be payable.A commitment fee of 40% of the Applicable Margin will also be payable with respect to the Revolving CreditFacility.

The obligations of our Company under the Take-Out Facilities will be guaranteed by all of oursubsidiaries, except our China subsidiary and our Thai subsidiaries. Further, the obligations of our Companyunder the Take-Out Facilities will be secured by the Collateral, on a pari passu basis, with certain hedgingobligations and the Notes.

The foregoing description of the proposed up to $500 million Take-Out Facilities is based upon thecommitment letter and related term sheet. We have not yet negotiated the Take-Out Facilities Agreement andrelated documents, and the final terms of the Take-Out Facilities are subject to final definitive documentation.Such documentation may contain terms which are in addition to, or different from, the terms set forth above.

See “Description of Indebtedness and Other Material Contracts — Description of Certain Indebtednessand Perpetual Securities — Take-Out Facilities” for more details on the Take-Out Facilities.

2018 Notes

In February 2013, we commenced a private offer to exchange any and all of our then outstanding$600.0 million of the 2015 Notes for the 2018 Notes. On 15 March 2013, upon the expiry of the exchangeoffer, an aggregate principal amount of $358.4 million of the 2015 Notes, representing 59.7% of these noteswere validly tendered. The notes that were validly tendered in the exchange offer were cancelled immediatelyupon exchange for the 2018 Notes. On 20 March 2013, we issued a further $255.0 million of the 2018 Notesfor cash proceeds of $247.6 million, after deducting debt issuance cost, to fund the redemption of theremaining outstanding $241.6 million of the 2015 Notes then outstanding. On 19 April 2013, we redeemed theremaining outstanding $246.1 million of the 2015 Notes then outstanding for $255.7 million pursuant to theterms of the indenture governing the 2015 Notes. We financed the redemption with the proceeds from theissuance of the 2018 Notes and short-term borrowings. The notes were cancelled upon redemption. Theredemption premium of $15.7 million and debt issuance costs of $2.4 million were expensed in our 2013income statement.

The aggregate principal amount of the 2018 Notes issued pursuant to the exchange offer and privateplacement of these notes for cash amounted to $611.2 million. The 2018 Notes are our senior obligations andare listed on the SGX-ST. The Bank of New York Mellon is the trustee of the 2018 Notes.

The 2018 Notes are guaranteed, on a senior basis, by all of our existing subsidiaries (except our Chinasubsidiary) and our future restricted subsidiaries (except where prohibited by local law).

The 2018 Notes will mature on 20 March 2018, bearing interest at the rate of 4.5% per annum payablesemi-annually on 20 March and 20 September of each year, commencing 20 September 2013. Prior to20 March 2016, we may redeem all or part of these notes at any time by paying a “make-whole” premium plusaccrued and unpaid interest. We may redeem all, but not less than all, of these notes at any time in the event ofcertain changes affecting withholding taxes at 100% of their principal amount plus accrued and unpaidinterest. At any time on or after 20 March 2016, we may redeem all or a part of these notes at any time at theredemption prices specified under the terms and conditions of these notes plus accrued and unpaid interest. Inaddition, prior to 20 March 2016, we may redeem up to 35% of these notes with the net proceeds from certainequity offerings. Certain of the 2018 Notes were issued in exchange for our 2015 Notes and we used the netproceeds from the offering of the balance 2018 Notes to redeem the remaining 2015 Notes.

In August 2015, we entered into the Intercreditor Deed and a supplemental indenture to the indenturegoverning the 2018 Notes to secure these notes with the Collateral on an equal and rateable basis as the BridgeLoan Facility and future secured debt that may be issued (including the Notes offered in this offering). Forfurther details on such security arrangements, see “Description of Indebtedness and Other Material Contracts— Other Material Contracts — Intercreditor Deed.”

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Pursuant to the Tender Offer and Consent Solicitation, we solicited consents of holders of the 2018 Notesto release the rights of holders of the 2018 Notes in the Initial Collateral and to adopt amendments to theindenture governing the 2018 Notes that would eliminate or modify substantially all of the restrictivecovenants, certain reporting obligations, certain events of default and certain other provisions under theindenture.

Upon a change of control as defined in the indenture governing the 2018 Notes, we are required to make,or another third party may make, an offer to repurchase the 2018 Notes at 101% of the principal amount ofthese notes plus accrued and unpaid interest within 30 days from such change of control. The Change ofControl constituted a change of control under the terms of the 2018 Notes. Accordingly, on 4 September 2015,we commenced the Change of Control Offer, which was completed on 16 October 2015.

We repurchased $536.7 million in principal amount of the 2018 Notes, representing 87.8% of the 2018Notes, for a total consideration (including accrued interest and premium) of $544.4 million in the Tender Offerand Consent Solicitation and the Change of Control Offer. We used the balance of $194.3 million remainingfrom the proceeds from the Perpetual Securities Offering, together with borrowings of $538.0 million underthe Bridge Loan Facility, to fund the Tender Offer and Consent Solicitation and the Change of Control Offerin respect of the 2018 Notes. Following the completion of the Tender Offer and Consent Solicitation and theChange of Control Offer, $74.5 million in principal amount of the 2018 Notes remain outstanding.

2016 Notes

On 12 January 2011, we issued $200.0 million of the 2016 Notes for proceeds of $198.0 million afterdeducting debt issuance cost. The 2016 Notes are our senior obligations and are listed on the SGX-ST. TheBank of New York Mellon is the trustee of the 2016 Notes.

The 2016 Notes are guaranteed, on a senior basis, by all of our existing subsidiaries (except our Chinasubsidiary) and our future restricted subsidiaries (except where prohibited by local law).

The 2016 Notes will mature on 31 March 2016, bearing interest at the rate of 5.375% per annum payablesemi-annually on 31 March and 30 September of each year, commencing 31 March 2011. We may redeem all,but not less than all, of these notes at any time in the event of certain changes affecting withholding taxes at100% of their principal amount plus accrued and unpaid interest. At any time on or after 31 March 2014, wemay redeem all or a part of these notes at any time at the redemption prices specified under the terms andconditions of these notes plus accrued and unpaid interest. The STATS ChipPAC consolidated group is subjectto certain covenant restrictions, which, among other things, limit their ability to incur additional indebtedness,prepay subordinated debts, make investments, declare or pay dividends, enter into transactions with affiliates,sell assets, enter into sale and leaseback transactions, incur liens and encumbrances and enter into merger andconsolidations.

In August 2015, we entered into the Intercreditor Deed and a supplemental indenture to the indenturegoverning the 2018 Notes to secure these notes with the Collateral on an equal and rateable basis as the BridgeLoan Facility and future secured debt that may be issued (including the Notes offered in this offering). Forfurther details on such security arrangements, see “Description of Indebtedness and Other Material Contracts— Other Material Contracts — Intercreditor Deed” and “Description of Indebtedness and Other MaterialContracts — Other Material Contracts — Security Documents.”

Pursuant to the Tender Offer and Consent Solicitation, we solicited consents of holders of the 2016 Notesto release the rights of holders of the 2016 Notes in the Initial Collateral and to adopt amendments to theindenture governing the 2016 Notes that would eliminate or modify substantially all of the restrictivecovenants, certain reporting obligations, certain events of default and certain other provisions under theindenture.

Upon a change of control as defined in the indenture governing the 2016 Notes, we are required to make,or another third party may make, an offer to repurchase the 2018 Notes at 101% of the principal amount ofthese notes plus accrued and unpaid interest within 30 days from such change of control. The Change ofControl constituted a change of control under the terms of the 2016 Notes. Accordingly, on 4 September 2015,we commenced the Change of Control Offer, which was completed on 16 October 2015.

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We repurchased $158.6 million in principal amount of the 2016 Notes, representing 79.3% of the 2016Notes, for a total consideration (including accrued interest and premium) of $160.8 million in the Tender Offerand Consent Solicitation and the Change of Control Offer. We used the balance of $194.3 million availablefrom the proceeds from the Perpetual Securities Offering, together with borrowings of $538.0 million underthe Bridge Loan Facility, to fund the Tender Offer and Consent Solicitation and the Change of Control Offerin respect of the 2016 Notes. Following the completion of the Tender Offer and Consent Solicitation and theChange of Control Offer, there are $41.4 million in principal amount of the 2018 Notes currently outstanding.

Other bank borrowings

On 26 September 2014, our subsidiary, STATS ChipPAC Korea Ltd. entered into a $40.0 millioncommitted revolving credit facility with Shinhan Bank and a $30.0 million committed revolving credit facilitywith Hana Bank. The purpose of these facilities is to finance the purchase of materials and capitalexpenditures. On 3 March 2015, the $40.0 million committed revolving credit facility with Shinhan Bank wasamended into a South Korean Won 22.0 billion and a $20.0 million committed revolving credit facility, withthe total amount of facility remaining at $40.0 million regardless of the exchange rate fluctuation betweenSouth Korean Won and U.S. dollar. The principal of the loan with Shinhan Bank is payable on maturity inMarch 2018 with respect to the South Korean Won 22.0 billion committed revolving credit facility andSeptember 2017 with respect to the $20.0 million committed revolving credit facility. The interest on the loanis payable on a monthly basis. The U.S. dollar and South Korean Won denominated loan bears interest at therate of 2% and 3% per annum, respectively. As of 28 June 2015, $40.0 million was outstanding under theShinhan Bank revolving facility. The principal of the loan with Hana Bank is payable on maturity inSeptember 2017. The interest of the loan is payable on a monthly basis. The loan bears interest at the rate of3% per annum. As of 28 June 2015, $30.0 million was outstanding under the Hana Bank revolving facility.

On 2 October 2013, we obtained a $25.0 million revolving credit facility from Mizuho Bank Ltd. InAugust 2014, the availability of the revolving credit facility was extended until October 2015 and the facilityamount was increased to $40.0 million. The purpose of the facility was for our general corporate funding. Theloan bore interest at the rate of 1% per annum. As of 28 June 2015, $28.0 million was outstanding under thisfacility. This loan was fully repaid at maturity in August 2015 with a portion of the proceeds from therepayment of the Intercompany Loan to us and our Perpetual Securities Offering.

On 26 September 2013, our subsidiary, STATS ChipPAC Korea Ltd. entered into a $120.0 million five-year secured term loan with Hana Bank. The purpose of the loan is to finance capital expenditures. The facilityis collateralised by equipment located at our South Korean subsidiary and following completion ofconstruction, our South Korean subsidiary’s new facility in the Incheon Free Economic Zone. The principal ofthe loan is payable on maturity in September 2018. The interest of the loan is payable on a monthly basis. Theloan bears interest at the rate of 4% per annum. As of 28 June 2015, $110.0 million was outstanding under thisfacility.

On 29 August 2012, we obtained a $50.0 million revolving credit facility from DBS Bank Ltd. On26 September 2013, the availability of the revolving credit facility was extended until February 2015 and thefacility amount was increased to $75.0 million. In July 2014, the revolving credit facility was extended untilFebruary 2016. The purpose of the facility was for our general corporate funding. The principal of and intereston the loan are payable on maturity. The maturity of revolving credit facility was further extended by mutualagreement with DBS Bank Ltd. on the understanding that the revolving credit facility will form part of theTake-Out Facilities. The loan bears interest at the rate of 1% per annum. As of 28 June 2015, $75.0 millionwas outstanding under this facility.

On 31 July 2012, we obtained a $50.0 million revolving credit facility from Oversea-Chinese BankingCorporation Limited. On 27 September 2013, the availability of the revolving credit facility was extendeduntil October 2015 and the facility amount was increased to $75.0 million. The purpose of the facility was forour general corporate funding. The principal and interest of the loan were payable on maturity in August 2015.The loan bore interest at the rate of 2% per annum. As of 28 June 2015, $44.5 million was outstanding underthis facility. This loan was fully repaid at maturity in August 2015 with a portion of the proceeds from therepayment of the Intercompany Loan to us and our Perpetual Securities Offering.

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In addition to the above, as of 28 June 2015, $160.0 million, $2.7 million and $10.5 million of unsecuredrevolving credit facilities were available to our Company and our subsidiaries in South Korea and Taiwan,respectively. The purpose of these facilities was for general corporate funding. As of 28 June 2015,$60.0 million was outstanding under the $160.0 million facility available to our Company. The principal ofand interest on the loan was payable on maturity in August 2015. The loans bear interest at the rate of 1% perannum. This loan was fully repaid at maturity in August 2015 with a portion of the proceeds from therepayment of the Intercompany Loan to us and our Perpetual Securities Offering.

Cash Flows From Operating Activities

In the six months ended 28 June 2015, cash provided by operations was $170.9 million compared to$152.3 million in the six months ended 29 June 2014. Cash provided by operations is calculated by adjustingour net income (loss) by non-cash related items such as income tax benefit (expense), depreciation andamortisation, gain or loss from sale of assets, asset impairment, exchange offer expenses, write-off of debtissuance costs, foreign currency exchange loss or gain, interest income, interest expense and by changes inassets and liabilities. In the six months ended 28 June 2015, non-cash related items included $4.6 million ofincome tax benefit, $156.6 million related to depreciation and amortisation, $0.1 million loss from the sale ofequipment, $0.7 million of foreign currency exchange loss, $0.8 million of interest income, and $28.6 millionof interest expense.

In the six months ended 29 June 2014, non-cash related items included $6.2 million of income taxexpense, $153.9 million related to depreciation and amortisation, $2.3 million related to equipmentimpairment, $1.2 million gain from the sale of equipment, $0.1 million of foreign currency exchange gain,$1.0 million of interest income and $25.1 million of interest expense.

Working capital sources of cash in the six months ended 28 June 2015 included decreases in accountsreceivable, inventories, and other receivables, prepaid expenses and other assets, and increases in amounts dueto related parties. Working capital uses of cash in the six months ended 28 June 2015 included decreases inaccounts payable, accrued operating expenses and other payables.

Accounts receivables as of 28 June 2015 were lower compared to 28 December 2014 due to the timing ofcash collections and cash realisation programme. Accounts payable decreased as of 28 June 2015 as comparedto 28 December 2014 primarily due to the timing of purchases. Payables related to property, plant andequipment purchases decreased due to lower capital expenditures in the six months ended 28 June 2015.Additionally, accrued operating expenses and other payables decreased mainly due to a reduction in accruedstaff cost and lower headcount.

In 2014, cash provided by operations was $342.8 million compared to $380.5 million in 2013. In 2014,non-cash related items included $6.5 million of income tax expense, $310.9 million related to depreciation andamortisation, $3.7 million on asset impairment, $3.8 million gain from the sale of property, plant andequipment, $1.2 million of foreign currency exchange gain, $1.7 million of interest income, and $51.4 millionof interest expense.

Working capital sources of cash in 2014 included increases in accounts payable, accrued operatingexpenses and other payables. Working capital uses of cash in 2014 included increases in accounts receivables,inventories, other receivables, prepaid expenses and other assets and decreases in amount due to relatedparties.

Accounts receivables as of 28 December 2014 were higher compared to 29 December 2013. Accountspayable increased as of 28 December 2014 as compared to 29 December 2013 primarily due to timing ofpurchases and working capital management. Payables related to property, plant and equipment purchasesdecreased due to lower capital expenditure in the last quarter of 2014. Additionally, accrued operatingexpenses and other payables decreased as compared to 29 December 2013 primarily due to decreases in staffcosts, accrued restructuring charges and other accrued operating expenses.

In 2013, cash provided by operations was $380.5 million compared to $375.2 million in 2012. In 2013,non-cash related items included $22.3 million of income tax expense, $302.5 million related to depreciation

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and amortisation, $2.4 million of debt issuance costs written off, $15.7 million of exchange offer andredemption expenses, $20.7 million of asset impairment, $1.8 million gain from the sale of equipment,$0.9 million of foreign currency exchange gain, $1.3 million of interest income, and $54.5 million of interestexpense.

Working capital uses of cash in 2013 included an increase in other receivables, prepaid expenses andother assets and a decrease in accounts payable, accrued operating expenses and other payables. Workingcapital sources of cash in 2013 included decreases in accounts receivable and inventories and increase inamounts due to related parties.

Accounts receivables as of 29 December 2013 were lower compared to 30 December 2012 mainly due totiming of cash collections and cash realisation programme (refer to Note 7 of the 2013 consolidated financialstatements as set forth on page F-63). Accounts payable decreased as of 29 December 2013 as compared to30 December 2012 primarily due to timing of purchases. Payables related to property, plant and equipmentpurchases increased due to our higher capital expenditures. Additionally, accrued operating expenses and otherpayables increased as compared to 30 December 2012 primarily due to the provision for employee severanceand benefit costs related to our closure of our Malaysia plant.

In 2012, cash provided by operations was $375.2 million compared to $389.2 million in 2011. In 2012,non-cash related items included $286.4 million related to depreciation and amortisation, $59.8 million ofinterest expense, $24.1 million of goodwill impairment, $14.0 million of income tax expense, $3.8 million ofequipment impairment, $1.5 million of interest income, $1.2 million gain from the sale of equipment,$0.7 million from share of loss of associate and $0.6 million of foreign currency exchange loss.

Working capital uses of cash in 2012 included increases in accounts receivable and inventories. Workingcapital sources of cash in 2012 included decreases in other receivables, prepaid expenses and other assets andincreases in accounts payable, accrued operating expenses and other payables.

Accounts receivables as of 30 December 2012 were higher compared to 25 December 2011 due to higherrevenue in the fourth quarter of 2012 as compared with the previous three quarters of 2012. Accounts payableand payables related to property, plant and equipment purchases increased as of 30 December 2012 ascompared to 25 December 2011 primarily due to higher costs of goods sold and higher capital expenditure.Additionally, accrued operating expenses and other payables as of 30 December 2012 decreased as comparedto 25 December 2011 primarily due to decreases in unrealised cash flow hedge liabilities, payment of staffseverance benefits to employees of our Thailand plant and lower accrued payroll cost.

Cash Flows Used in Investing Activities

In the six months ended 28 June 2015, cash used in investing activities was $119.7 million compared to$284.1 million in the same period in 2014. The primary usage of cash in investing activities was related to theacquisition of property and equipment, net of changes in payables related to property, plant and equipmentpurchases of $135.7 million in the six months ended 28 June 2015, compared to $278.8 million in the sameperiod in 2014. In the six months ended 28 June 2015, we invested $2.3 million in the acquisition of software,licenses and other intangible assets compared to $3.0 million in the same period in 2014. In the six monthsended 28 June 2015, we purchased $53.8 million of bank deposits compared to $42.7 million in the sameperiod in 2014. In the six months ended 28 June 2015, we received proceeds of $68.5 million from our bankdeposits upon their maturity, compared to $38.5 million in the same period in 2014. We received $1.3 millionof interest income in the six months ended 28 June 2015, compared to $0.6 million in the same period in 2014.

In 2014, cash used in investing activities was $590.1 million compared to $412.7 million in 2013. Theprimary usage of cash in investing activities was related to the acquisition of property and equipment, net ofchanges in payables related to property, plant and equipment purchases of $581.1 million in 2014, comparedto $408.2 million in 2013. In 2014, we invested $5.1 million in the acquisition of software, licenses and otherintangible assets compared to $5.2 million in 2013. In 2014, we purchased $97.7 million of bank depositscompared to $89.2 million in 2013. In 2014, we received proceeds from the maturity of our bank deposits of$81.3 million compared to $85.4 million in 2013. We received $1.0 million of interest income in 2014,compared to $0.6 million in 2013.

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In 2013, cash used in investing activities was $412.7 million compared to $371.4 million in 2012. Theprimary usage of cash in investing activities was related to the acquisition of property and equipment, net ofchanges in payables related to property, plant and equipment purchases of $408.2 million in 2013 compared to$387.1 million in 2012. In 2013, we invested $5.2 million compared to $5.4 million in 2012, in the acquisitionof software, licenses and other intangible assets. In 2013, we purchased $89.2 million of bank depositscompared to $82.9 million in 2012. In 2013, we received proceeds from the maturity of our bank deposits of$85.4 million compared to $88.3 million in 2012. We received $0.6 million of interest income in 2013compared to $1.2 million in 2012.

In 2012, cash used in investing activities was $371.4 million compared to $266.2 million in 2011. Theprimary usage of cash in investing activities was related to the acquisition of property and equipment, net ofchanges in payables related to property, plant and equipment purchases of $387.1 million in 2012, comparedto $327.1 million in 2011. In 2012, we invested $5.4 million compared to $7.0 million in 2011, in theacquisition of software, licenses and other intangible assets. In 2012, we purchased $82.9 million of financialassets, available-for-sale compared to $108.3 million in 2011. In 2012, we received proceeds from thematurity of our bank deposits of $88.3 million compared to $171.6 million in 2011. We received $1.2 millionof interest income in 2012 compared to $1.5 million in 2011. In 2012, we received $10.4 million from thedivestment of an associate.

Cash Flows From Financing Activities

In the six months ended 28 June 2015, cash provided by (used in) financing activities was $(6.7) million,compared to $129.5 million in the same period in 2014. In the six months ended 28 June 2015, $123.9 millionof bank borrowings were incurred and $151.5 million were repaid. In the six months ended 28 June 2015, wepaid $23.9 million of interest expense. In the six months ended 28 June 2015, we distributed $4.5 million tonon-controlling interest in a subsidiary. In the six months ended 28 June 2015, we received $49.3 million incompensation from the PRC authorities in connection with the relocation of our China facility. In the sixmonths ended 29 June 2014, $194.1 million of bank borrowings were incurred, and $45.0 million was repaidin the six months ended 29 June 2014. In the six months ended 29 June 2014, we paid $20.3 million in interestexpense. In the six months ended 29 June 2014, we received $0.7 million of government grants.

In 2014, cash provided by financing activities was $235.6 million compared to cash used in financingactivities of $9.2 million in 2013. In 2014, $432.8 million of bank borrowings were incurred and$148.1 million were repaid, respectively. In 2014, we paid $44.4 million in interest and received $0.7 millionof government grant. In 2014, we distributed $5.4 million of dividends to the minority shareholders of STATSTaiwan Semiconductor.

In 2013, cash used in financing activities was $9.2 million compared to $28.1 million in 2012. In 2013,$314.7 million of bank borrowings were incurred and $235.5 million of our borrowings were repaid. In 2013,$247.6 million of proceeds, after deducting debt issuance cost of $7.4 million, were received from the issuanceof our $255.0 million of the 2018 Notes. In February 2013, we commenced a private exchange offer for our$600.0 million of the 2015 Notes. In connection with our refinancing of our $600.0 million of the 2015 Noteswith $611.2 million of the 2018 Notes, we made a cash payment of $280.7 million comprising a redemptionpremium of $14.1 million and redemption of $241.6 million principal of the 2015 Notes on 19 April 2013, andpremium on our exchange offer of the 2015 Notes for the 2018 Notes. In 2013, we distributed $4.9 million ofdividends to the minority shareholders of STATS Taiwan Semiconductor. In 2013, we paid $55.8 million ininterest and received $4.8 million of government grants.

In 2012, cash used in financing activities was $28.1 million compared to $124.6 million in 2011. In 2012,$139.3 million of bank borrowings were incurred and $108.3 million of our borrowings were repaid. In 2012,we paid $56.2 million in interest. In 2012, we received $2.2 million of government grants.

Off-Balance Sheet Arrangements

We have no significant investment in any unconsolidated entities. Our off-balance sheet commitments arelimited to operating leases, royalty/license agreements and purchase obligations. Our total off-balance sheetobligations were approximately $309.7 million as of 28 June 2015.

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Contractual Obligations

Our total commitments on our loans, operating leases, other obligations and agreements as of 28 June2015 are as set forth in the table below.

Payments DueWithin1 Year 1-3 Years 3-5 Years

More Than5 Years Total

(In thousands)On balance sheet commitments:

2016 Notes(1)(2) . . . . . . . . . . . . . . . . . . . . . . . $200,000 — — — $ 200,0002018 Notes(1)(2) . . . . . . . . . . . . . . . . . . . . . . . — $611,152 — — 611,152Short-term bank borrowings(1)(3) . . . . . . . . . . 207,500 — — — 207,500Long-term bank borrowings(1) . . . . . . . . . . . — 69,855 $109,955 — 179,810Other non-current liabilities(4) . . . . . . . . . . . . — — — — —

Total on balance sheet commitments . . . . . . $407,500 $681,007 $109,955 — $1,198,462

Off balance sheet commitments:Operating leases(5) . . . . . . . . . . . . . . . . . . . . . $ 30,701 $ 28,970 $ 11,516 $85,916 $ 157,103Royalty/ licensing agreements . . . . . . . . . . . 4,266 8,429 8,256 — 20,951Purchase obligations:— Capital commitments(5) . . . . . . . . . . . . . . 53,603 — — — 53,603— Inventory purchase commitments . . . . . . 78,080 — — — 78,080— Other purchase commitments(6) . . . . . . . . — — — — —

Total off balance sheet commitments . . . . $166,650 $ 37,399 $ 19,772 $85,916 $ 309,737

Total commitments . . . . . . . . . . . . . . . . . . . $574,150 $718,406 $129,727 $85,916 $1,508,199

Notes:

(1) The Existing Notes, and our short-term and long-term bank borrowings agreements contain provisions forthe payment of interest either on a monthly, quarterly, semi-annual or annual basis at a stated rate ofinterest over the term of the debt. These payment obligations are not reflected in the table above. Theinterest payments due within one year, 1 to 3 years and 3 to 5 years amount to $44.4 million, $66.1 millionand $1.0 million, respectively.

(2) On 4 September 2015, we commenced the Tender Offer and Consent Solicitation and Change of ControlOffer, which were completed on 16 October 2015. Following the completion of the Tender Offer and theChange of Control Offer, $41.4 million in principal amount of the 2016 Notes and $74.5 million inprincipal amount of the 2018 Notes remain outstanding. We used the balance of $194.3 million remainingfrom the proceeds from the Perpetual Securities Offering, together with borrowings of $538.0 millionunder the Bridge Loan Facility, to fund the Tender Offer, Consent Solicitation and Change of ControlOffer in respect of the Existing Notes.

(3) In August 2015, $132.5 million of our short-term bank borrowings were repaid in full at their maturity.

(4) Our other non-current liabilities as of 28 June 2015 were $17.8 million, including $1.4 million related toseverance benefits for our employees in South Korea which were not included in the table due to lack ofcontractual certainty as to the timing of payments.

(5) On 19 November 2012, we announced our expansion plans in South Korea for the construction of a newintegrated facility in the Incheon Free Economic Zone. The construction of the new facility began in thethird quarter of 2013 and the new facility became operational in the first quarter of 2015. Included inoperating leases as of 28 June 2015 were minimum lease payments for the land and outsourced facilityinfrastructures within one year, 1 to 3 years, 3 to 5 years and more than 5 years of $4.7 million,$9.5 million, $9.5 million and $81.9 million, respectively. Included in capital commitments as of 28 June2015 were purchase obligations within one year of $1.1 million. These figures are based on the prevailingSouth Korean Won exchange rate as of 28 June 2015.

(6) Under the terms of the Technical Services Agreement, which we entered into with the Taiwan Entitiesfollowing the completion of the Capital Reduction and Distribution, we have committed to the Minimum

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Spend. The “other purchase commitments” does not reflect such Minimum Spend. For further details onthe Minimum Spend, see “Description of Indebtedness and Other Material Contracts — Other MaterialContracts — Technical Services Agreement.”

The amounts in the table above do not include any amounts payable to Mr. Tan Lay Koon after hestepped down as a Co-President and Chief Executive Officer and the retention payments payable under ourretention plan, as described under “Management — Retention Plan, and Retention and Other Payments.”

Contingencies

Legal Proceedings

We are subject to claims and litigation, which arise in the normal course of business. These claims mayinclude allegations of infringement of intellectual property rights of others as well as other claims of liability.We accrue liability associated with these claims and litigation when they are probable and can be reasonablyestimated.

In 2014, ERS Electronic GMBH filed a claim against us in the High Court of Singapore alleging that wehave infringed two of its patents relating to debonder machines used in our wafer level package assemblyprocess. We are currently participating in mediation proceedings related to this claim with ERS ElectronicGMBH. Although we believe this claim is without merit and we intend to defend the claim vigorously, therecan be no assurance that the legal or mediation proceedings relating to this claim will be resolved in ourfavour.

Indemnification Claims

We also, from time to time, receive from customers requests for indemnification against pending orthreatened infringement claims brought against such customers, such as the Tessera case described in ourfinancial statements for the year ended 30 December 2012. The resolution of any future allegation or requestfor indemnification could have a material adverse effect on our business, financial condition and results ofoperations.

Taxes

In addition, we are subject to various taxes in the different jurisdictions in which we operate. Theseinclude taxes on income, property, goods and services, and other taxes. We submit tax returns and claims withthe appropriate government taxing authorities, which are subject to examination and agreement by thosetaxing authorities. We will regularly assess the likelihood of adverse outcomes resulting from theseexaminations to determine adequacy of provision for taxes.

Special Tax Status

In 2008, the Singapore Economic Development Board (“EDB”) offered us a five year tax incentive forour Singapore operations commencing 1 July 2007, whereby certain qualifying income will be subject to aconcessionary tax rate of 5% instead of the Singapore statutory rate of 17%, subject to the fulfilment of certaincontinuing conditions. The concessionary tax rate of 5% was initially due to lapse on the tax incentive expiryin June 2012. In June 2012, we successfully extended the tax incentive for another five years. The extendedtax incentive will expire in June 2017.

Financial Risk Management

We operate in various countries and therefore we are subject to several risks and uncertainties includingfinancial risks. Our risk management functions to mitigate the various financial risks to which our businessesare exposed to in the course of our daily operations. The risk management covers areas such as capitalmanagement, liquidity risk, foreign currency risk, commodity price risk, interest rate risk and credit risk. Ouroverall risk management approach is to moderate the effects of such volatility on our financial performance.We use derivatives to hedge specific exposures.

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Capital Management

We regularly review our financial position, capital structure and use of capital, with the objective ofachieving long-term capital efficiency, optimum shareholders’ total returns and proper strategic positioning. Inorder to maintain or achieve an optimal capital structure, we may adjust the amount of return of capital anddistributable earnings to shareholders, issue new shares, obtain new borrowings or sell assets to reduceborrowings.

We manage the use of capital centrally and all borrowings to fund the operations of the subsidiaries aremanaged by us. The capital employed by us consists of equity attributable to shareholders, bank borrowingsfrom financial institutions and borrowings from senior notes issuance.

We are in compliance with all externally imposed capital requirements in the six months ended 28 June2015 and in 2014, 2013 and 2012, which primarily arises from our borrowing facilities. There were nochanges in our approach to capital management during the year.

Foreign Currency Risk

A portion of our costs are denominated in various foreign currencies, including the Singapore dollar, theSouth Korean Won, the Chinese Renminbi, the Thai Baht and the Japanese Yen. As a result, changes in theexchange rates of these currencies or any other applicable currencies to the U.S. dollar will affect our cost ofgoods sold and operating margins and could result in exchange losses. We cannot fully predict the impact offuture exchange rate fluctuations on our profitability.

Based on our overall currency rate exposure, we have adopted a foreign currency hedging policy forcommitted or forecasted currency exposures. We may utilise foreign currency swaps as well as foreignexchange forward contracts and options. The goal of the hedging policy is to effectively manage riskassociated with fluctuations in the value of the foreign currency, thereby making financial results more stableand predictable in the short-term. Over the longer-term, however, permanent changes in exchange rate offoreign currencies would have an impact on our earnings.

We have entered into foreign currency contracts with nominal contract value of $211.9 million,$153.4 million, $97.4 million and $83.8 million in the six months ended 28 June 2015, and in 2014, 2013 and2012, respectively, to mitigate currency risks associated with payroll costs, materials costs and other costsdenominated in these foreign currencies to reduce its exposure from future exchange rate fluctuations. Theseprogrammes reduce, but do not always entirely eliminate, the impact of currency exchange movements. Theduration of these instruments are generally less than twelve months.

We are also exposed to adverse movements in exchange rates for all currencies relative to the U.S. dollarin our foreign currency denominated assets and liabilities. Sensitivity analyses of change in the fair valuesarising from a hypothetical 10% adverse movement in the exchange rates for all the foreign currencies relativeto the U.S. dollar, with all other variables held constant, after taking into account offsetting positions, wouldresult in a foreign exchange loss of $1.3 million, $3.7 million, $1.3 million and $1.3 million as of 28 June2015, 28 December 2014, 29 December 2013 and 30 December 2012, respectively.

Currency, maturity, interest rate and fair value information relating to our marketable securities and,short-term and long-term debt are disclosed in Notes 28 and 16 to our 2014 audited consolidated financialstatements as set forth on pages F-37 and F-28, respectively, included elsewhere in this offering circular.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to financial market risks, including changes in currency exchange rates and interest rates.To mitigate the currency exchange risks, a substantial majority of our revenue, material and equipmentsupplies are transacted in U.S. dollars. We may employ derivative instruments such as forward foreigncurrency swaps, foreign currency contracts and options and interest rate swaps to manage our foreignexchange and interest rate exposures. These instruments are generally used to reduce or eliminate the financialrisks associated with our assets and liabilities and not for trading purposes.

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Investment and Interest Rates

Our exposure to market risk associated with changes in interest rates primarily relates to our investmentportfolio and debt obligations. We place our investments in time deposits and marketable securities. Wemitigate default risk by investing in marketable securities that are of at least an “A” rating, as assigned by aninternationally recognised credit rating organisation, and major Singapore banks and government-linkedcompanies. We have no material cash flow exposure due to rate changes for cash equivalents and short-terminvestments. The fair value of fixed rate debts will vary as interest rates change. As of 28 June 2015, ourshort-term and long-term debt obligations for the 2018 Notes and the 2016 Notes bear fixed interest rates. The2018 Notes and the 2016 Notes bear interest at 4.5% and 5.375% per annum, respectively.

Commodity Price Risk

We purchase certain raw materials in the normal course of business, which are affected by commodityprices. Therefore, we are exposed to some price volatility related to various market conditions outside ourcontrol. However, we employ various purchasing and pricing contract techniques in an effort to minimisevolatility. Generally these techniques include setting in advance the price for products to be delivered in thefuture. We do not generally make use of financial instruments to hedge commodity prices, partly because ofthe contract pricing utilised. While commodity price volatility can occur, which would impact profit margins,there are generally alternative suppliers available. We may undertake hedging activity in commodities to alimited degree. Hedging may be used primarily as a risk management tool and, in some cases, to secure futurecash flows in cases of high volatility by entering in to forward contracts or similar instruments.

Interest Rate Risk

Our exposure to market risk associated with changes in interest rates primarily relates to our investmentportfolio and debt obligations. Investments are placed in time deposits and marketable securities. We have nomaterial cash flow exposure due to rate changes for cash equivalents and short-term investments. Longer-termborrowings are therefore usually at fixed rates. As of 28 June 2015, 28 December 2014, 29 December 2013and 30 December 2012, 67.7%, 65.6%, 85.8% and 94.0% of our total debt was at fixed interest rates and thebalance was at variable interest rates. Our borrowings in senior notes are subject to fixed interest rates. As of28 June 2015, the 2018 Notes and the 2016 Notes bear interest of 4.5% and 5.375% per annum, respectively.

Limitations

Fair value estimates are made at a specific point in time and are based on relevant market informationabout the financial instrument. These estimates are subjective in nature and involve uncertainties and mattersof significant judgment and therefore cannot be determined with precision. Changes in assumptions couldsignificantly affect the estimates.

Recent Accounting Pronouncements

The following are the mandatory SFRS/amendments and interpretations to existing SFRS that have beenpublished, and are relevant to our accounting periods beginning on or after 29 December 2014 or later periodsand which we have not early adopted:

• FRS 16: Amendment to FRS 16 Property, Plant and Equipment: Revaluation Method—ProportionateRestatement of Accumulated Depreciation (effective for annual periods beginning on or after 1 July2014)

• FRS 19: Amendment to FRS 19: Defined Benefit Plans: Employee Contributions (effective for annualperiods beginning on or after 1 July 2014)

• FRS 24: Amendment to FRS 24 Related Party Disclosures: Key Management Personnel (effective forannual periods beginning on or after 1 July 2014)

• FRS 38: Amendment to FRS 38 Intangible Assets: Revaluation Method—Proportionate Restatement ofAccumulated Amortisation (effective for annual periods beginning on or after 1 July 2014)

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• FRS 40: Amendment to FRS 40 Investment Property: Clarifying the Interrelationship between FRS 103and FRS 40 When Classifying Property as Investment Property or Owner-occupied Property (effectivefor annual periods beginning on or after 1 July 2014)

• FRS 102: Amendment to FRS 102 Share-based Payment: Definition of Vesting Condition (effective forannual periods beginning on or after 1 July 2014)

• FRS 103: Amendment to FRS 103 Business Combinations: Accounting for Contingent Consideration ina Business Combination; Scope Exceptions for Joint Ventures (effective for annual periods beginningon or after 1 July 2014)

• Consequential amendments to other FRSs resulting from the amendment to FRS 103: Amendment toFRS 37 Provisions, Contingent Liabilities and Contingent Assets; Amendment to FRS 39 FinancialInstruments: Recognition and Measurement (effective for annual periods beginning on or after 1 July2014)

• FRS 108: Amendments to FRS 108 Operating Segments: Aggregation of Operating Segments;Reconciliation of the Total of the Reportable Segments’ Assets to the Entity’s Assets (effective forannual periods beginning on or after 1 July 2014)

• FRS 109: Financial Instruments (effective for annual periods beginning on or after 1 January 2018)

• FRS 113: Amendment to FRS 113 Fair Value Measurement: Scope of Paragraph 52 (PortfolioException) (effective for annual periods beginning on or after 1 July 2014)

• FRS 114: Regulatory Deferral Accounts (effective for annual periods beginning on or after 1 January2016)

• FRS 115: Revenue from Contracts with Customers (effective for annual periods beginning on or after1 January 2017)

We have adopted the following SFRS/amendments and interpretations to existing SFRS which took effectfor fiscal year 2015:

• FRS 19: Amendment to FRS 19: Defined Benefit Plans: Employee Contributions (effective for annualperiods beginning on or after 1 July 2014)

• Annual Improvements 2012: Amendment to FRS 102 Share Based Payment; FRS 103: BusinessCombinations; FRS 108: Operating Segments; FRS 16: Property, Plant and Equipment; FRS 38:Intangible Assets; FRS 24 Related Party Disclosures (effective for annual periods beginning on or after1 July 2014)

• Annual Improvements 2013: FRS 103: Business Combinations; FRS 113: Fair Value Measurement(effective for annual periods beginning on or after 1 July 2014)

We do not expect the adoption of the above SFRS/amendments and interpretations to existing SFRS inthe future periods to have a material impact on our financial statements in the period of their initial adoption.

114

BUSINESS

Overview

We are a leading service provider of semiconductor packaging design, bump, probe, assembly, test anddistribution solutions. We have the scale to provide a comprehensive range of semiconductor packaging andtest solutions to a diversified global customer base servicing the computing, communications, and consumermarkets. Our services include:

• Advanced packaging and wirebond packaging services: providing advanced IC packaging technologysuch as wafer bump, redistribution layer design and fabrication, flip-chip interconnect, FOWLP oreWLB, WLCSP, TSV, IPD, and wirebond IC packages such as leaded, laminate and memory card tocustomers for a wide variety of electronics applications. As part of our full turnkey packaging services,we offer package design; electrical, mechanical and thermal simulation; measurement and design ofleadframes and laminate substrates; and wafer processing and bumping on 200mm and 300mm waferswith options for wafer repassivation, redistribution and IPD layers;

• Test services: including wafer probe and final testing on a diverse selection of test equipmentcovering the major test platforms in the industry. We have expertise in testing a broad variety ofsemiconductors, especially mixed-signal, RF, analog and high-performance digital devices. We alsooffer test-related services such as burn-in process support, reliability testing, thermal and electricalcharacterisation, dry pack, and tape and reel; and

• Pre-production and post-production services: such as package development, test software and relatedhardware development, warehousing and drop shipment services.

In the six months ended 28 June 2015, our net revenues were $718.0 million compared to $775.4 millionin the six months ended 29 June 2014. In 2014, 2013 and 2012, our net revenues were $1,585.8 million,$1,598.5 million and $1,701.5 million, respectively.

In the six months ended 28 June 2015 and the six months ended 29 June 2014, our net loss attributable tothe shareholders of STATS ChipPAC was $23.6 million and $20.0 million, respectively. In 2014, 2013 and2012, our net income/(loss) attributable to the shareholders of STATS ChipPAC was $(21.8) million,$(47.5) million and $16.6 million, respectively.

In the six months ended 28 June 2015, 50.7% of our net revenues were derived from advanced packaging,25.7% of our net revenues were derived from wirebond packaging and 23.6% of our net revenues were derivedfrom test services. In 2014, 48.2% of our net revenues were derived from advanced packaging, 29.4% of ournet revenues were derived from wirebond packaging and 22.4% of our net revenues were derived from testservices. In 2013, 46.9% of our net revenues were derived from advanced packaging, 30.8% of our netrevenues were derived from wirebond packaging and 22.3% of our net revenues were derived from testservices. In 2012, 44.7% of our net revenues were derived from advanced packaging, 35.2% of our netrevenues were derived from wirebond packaging and 20.1% of our net revenues were derived from testservices.

Pro forma for the Taiwan Restructuring, Capital Reduction, Distribution and Perpetual SecuritiesOffering, in the six months ended 28 June 2015, our net revenues were $658.8 million compared to$705.8 million in the six months ended 29 June 2014, and in 2014, our net revenues were $1,445.0 million.Our pro forma net loss for the six months ended 28 June 2015 was $24.0 million compared to $25.1 million inthe six months ended 29 June 2014, and in 2014, our pro forma net loss was $32.8 million.

We are one of only four leading OSAT companies in the OSAT industry. We are among the leaders inproviding advanced package technology, such as flip-chip, wafer level packaging and services (including TSVmid-end and back-end processes), die and package stacking, System-in-Package and 3D integration. We arealso among the leaders in testing mixed-signal, RF semiconductors or semiconductors combining the use ofanalog and digital circuits in a chip. Mixed-signal and RF semiconductors are used extensively in fast-growingcommunications and consumer applications. We have strong expertise in testing a wide range of high-performance digital devices in SoC.

115

We have been successful in attracting new customers with our packaging and test capabilities and thenexpanding our relationship with such customers to provide full turnkey solutions tailored to their individualneeds.

We are headquartered in Singapore and our manufacturing facilities are strategically located in SouthKorea, Singapore and China. We market our services through our direct sales force in the United States, SouthKorea, China, Singapore, Taiwan and Switzerland. With an established presence in the countries wherestrategic semiconductor industries are located, we are in close proximity to the major hubs of wafer fabricationwhich allows us to provide customers with fully-integrated, multi-site, end-to-end packaging and test services.

JCET beneficially owns all of our ordinary shares. JCET is an electronics packaging service provider inChina and has been listed on the Shanghai Stock Exchange since 2003. JCET has five manufacturing facilitiesin Jiangsu and Anhui provinces in China. See “The Change of Control and Related Transactions.”

Our Industry

Semiconductors are critical components used in an increasingly wide variety of applications such ascomputers, communications equipment and systems, automobiles, consumer products and industrialautomation and control systems. As the performance of electronic systems has improved and their size andcost have decreased, the use of semiconductors in these applications has grown significantly.

The semiconductor industry is highly cyclical mainly due to the cyclicality of demand in the markets ofthe products that use semiconductors. This cyclicality is significantly exacerbated by the capital intensivenature of the semiconductor industry and the time required to install new capacity, which results in periods ofhigh capacity utilisation when demand is robust followed by periods of under-utilisation and accelerated priceerosion when new capacities are commissioned and demand growth slows down. Historically, thesemiconductor industry has experienced periods of growth and contraction, with the longest period ofsustained growth from 2001 to 2007 and the only year-on-year negative growth years in 2008 and 2009.

In 2014, according to Gartner semiconductor revenue stood at $340.3 billion, which was an all-time highfor this industry. Gartner expects total semiconductor revenue for 2015 to reach $337.8 billion, a decline of0.7% as compared to 2014. Growth areas for semiconductor demand are centred around mobile devices anddriven by smartphones (which accounted for 99% of the expected share of growth in semiconductor demand in2015), ultramobiles and servers. According to Gartner, other significant markets such as desktop PCs andnotebook PCs are expected to be stagnating-to-declining markets. Mobile phones, ultramobiles (includingtablets) and PCs combined together accounted for 45% of semiconductor revenue in 2014 according toGartner.1

Semiconductor Revenue by End Market, 2014-2017F ($bn)Market Segments 2014 2015 F 2016 F 2017 F CAGR 2014-17F

Automotive Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.9 31.2 32.7 34.8 5.2%Communication Electronics . . . . . . . . . . . . . . . . . . . . . . . . . 101.3 104.3 108.4 114.3 4.1%Consumer Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38.5 39.0 38.9 38.9 0.3%Data Processing Electronics . . . . . . . . . . . . . . . . . . . . . . . . . 134.7 126.3 125.2 128.8 -1.5%Industrial Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.5 33.4 35.3 39.5 6.7%Military/Civil Aerospace Electronics . . . . . . . . . . . . . . . . . 3.6 3.5 3.6 3.6 0.0%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 340.3 337.8 344.1 359.8 1.9%

Source: Charts/graphics created by DBS Bank Ltd. based on Gartner data.Semiconductor Forecast Database, Worldwide 3Q15 Update, 15 Oct 2015 by Nolan Reilly et al.

Note: Numbers may not add to totals shown because of rounding.

1 Gartner Forecast Overview: Semiconductors, Worldwide, 2015 Update 8th June 2015 by Analyst(s):Andrew Norwood, Adriana Blanco, Masao Kuniba, Joseph Unsworth, Steve Ohr, GaneshRamamoorthy, Brady Wang, Michele Reitz, Sergis Mushell, Amy Teng, Martin Reynolds, BobJohnson.

116

-6 -4 -2 0 2 4 6

Other

Traditional PCs

Traditional Phone

Consumer Excl. Wearable

Wearable

Ultramobile

Automotive

Industrial

SSD

Smartphone

Contribution to Overall Semiconductor Revenue Growth Expected in 2016F

Where is the Semiconductor Growth in 2016?Smartphones and SSDs Drive the Market2015 to 2016 Growth Contribution by Electronic Application

81%

74%

30%

24%

20%

9%

-10%

- 23%

- 62%

- 43%

Share of Growth

Excl = excludingSSD = solid-state driveNote: Data is from Semiconductor Forecast Database, Worldwide, 3Q15 Update, G00275294

Billions of Dollars

Source: Charts/graphics created by DBS Bank Ltd. based on Gartner data.Gartner Webinar: 3Q15 Semiconductor Forecast Update, 8 Oct 2015 by Andrew Norwood and Jon Erensen.

The global macroeconomic conditions continue to experience slow growth rates. According to Gartner,the third quarter of 2015 for the semiconductor market continued to experience much slower growth whencompared with previous years, as the third quarter is usually the highest growth quarter of the year. While newmodels of smartphones, tablets and ultramobile devices introduced in 2015 have increased the demand foradvanced packaging solutions, the inventory overhang and slower demand have reduced the total growth forthe OSAT industry. The built up demand that was attributed to the introduction of the various “smartwatches”and emerging Internet of Things (“IoT”) products in the first half of 2015 also appears to have decreased.These factors have led to meager third-quarter growth for many of the top OSAT companies. As the industryslowdown continues, Gartner has further lowered their PC, ultramobile (tablet) and smartphone productionforecast from 2Q15. These reductions will result in essentially a “no growth” forecast of negative 0.8% for thesemiconductor industry in 2015. Gartner has also revised the DRAM and flash memory revenue growth for2015 downwards, compared with previous forecast, due to a weaker pricing outlook. Reduced PC demand by10.4% and lower ultramobile demand by 16.8% are further contributing to the market slowdown. Thesereductions will affect the production requirements for the associated packages and contribute to the lowerOSAT forecast for 2015. According to Gartner aside from inventory and reduced demand, another reason forthe revenue slowdown is currency exchange rates, which contribute to the weaker-than-normal forecast, asmany countries try to “debase” their currency against the U.S. dollar. According to Gartner, the OSAT marketis expected to grow slightly this year, with a 1.1% revenue increase in 2015. Market growth is expected toexpand again in 2016 and 2017 as the IoT — which requires various packaging schemes (including those formicroelectromechanical systems (“MEMS”)) — emerges. As such, Gartner expects the worldwidesemiconductor industry to grow at a compounded annual growth rate (“CAGR”) 2 of 1.9% from 2014 to 2017,as compared to the worldwide GDP CAGR of 3.0% over the same period.2

2 Gartner Forecast Analysis: Semiconductor Assembly and Test Services, Worldwide, 3Q15 Updateby Jim Walker, 2 Nov 2015

117

Worldwide GDP 2014-2017F

CAGR: 3.0%

82,000

$ bn

80,000

78,000

76,000

74,000

72,000

70,000

68,000

2014

72,841

2015F

74,724

2016F

76,989

2017F

79,565

Semiconductor Revenue 2014-2017F

340

375

$ bn

370

365

360

355

350

345

340

335

330

325

2014 2015F 2016F 2017F

338344

360

CAGR: 1.9%

Source: Charts/graphics created by DBS Bank Ltd. based on Gartner data.Gartner, Inc., Forecast: Semiconductor Assembly and Test Services, Worldwide, 3Q15 Update, Jim Walker, Maria Valenzuela and

Barbara Van, 6 Oct 2015.

As Moore’s Law becomes more costly to attain each year due to increased capital requirements, companieshave adopted “fab-lite” or “assembly-lite” outsourcing strategies, especially for leading-edge wafer fabricationand advanced packaging. Historically, IDMs conducted most of the semiconductor manufacturing process intheir own facilities, outsourcing only the lower-technology aspects of the process and keeping advanced orproprietary technology in-house. Increasingly in the last few years, IDMs have continued to evaluate theirmanufacturing strategy to conserve capital and manage risk. The demand for quick delivery to market ofincreasingly smaller semiconductors with greater functionality, which may be used in a wide array of electronicapplications, has led to increased requirements for technical expertise, higher research and development spendingand higher capital spending in the semiconductor production process. In addition to fabless companies, IDMsoutsource packaging and test requirements as a means of obtaining cost-effective access to back-end state-of-the-art technology and a faster time to market. This trend to outsource more manufacturing and in this case,packaging and test services, is expected to translate into faster growth for the OSAT industry. Divestiture ofIDMs’ packaging and test facilities (such as those from Toshiba, Renesas Electronics, Fujitsu and Panasonic) tothe OSAT companies continues to contribute to additional growth. As a result, the IDMs’ internally generatedpackaging revenue is now considered OSAT revenue, increasing OSAT market growth.

2014-17 CAGR Comparison

3.2%

1.9%

3.0%

0.0% 1.0% 2.0% 3.0% 4.0%

Worldwide GDP

Semiconductor Revenue

OSAT Revenue

11.8 11.5 11.5 11.9

15.3 15.9 16.6 17.9

0

5

10

15

20

25

30

35

2014 2015F 2016F 2017FFabless IDM

$ bn OSAT Revenue Forecast by Customer Type

Source: Charts/graphics created by DBS Bank Ltd. based on Gartner data.Gartner, Inc., Forecast: Semiconductor Assembly and Test Services, Worldwide, 3Q15 Update, Jim Walker, Maria Valenzuela and

Barbara Van, 6 Oct 2015.

According to Gartner, fabless semiconductor companies, which concentrate their efforts and resources onthe design, marketing and sale of semiconductors, emerged in the mid-1980s. Gartner also reports that fablesscompanies outsource virtually every step of the production process (including fabrication, packaging andtesting) to independent companies, allowing them to utilise the latest production, packaging and testtechnologies without committing significant amounts of capital and other resources to manufacturing.Revenues of fabless companies are expected to increase over the 2014 to 2017 period at a CAGR of 0.4%.

118

The outlook for the OSAT industry remains positive according to Gartner. Total OSAT revenue isexpected to grow from $27.1 billion in 2014 to $29.9 billion in 2017 at a CAGR of 3.2%, outpacing thegrowth in the semiconductor industry which is expected to grow at a CAGR of 1.9% over the same period.3

The semiconductor industry upturn and increased IDM outsourcing to reduce capital risk and increase returnon investment continues to support OSAT market growth. Packaging technology has become much morecomplex in recent years to meet the market demand for smaller, faster and lighter devices. As functionalityand integration increase each year for semiconductor devices, the market growth for packaging, assembly andtest services has become more dependent on both the type of packages and the devices used.

21.3 21.4 21.8 23.1

5.8 6.0 6.36.8

10

15

20

25

30

35

2014 2015F 2016F 2017F

$ bn

Packaging Revenue Only Test Revenue Only

OSAT Revenue Breakdown (by Services)

26.1 26.0 26.1 26.9

27.1 27.4 28.129.9

10

15

20

25

30

35

40

45

50

55

60

2014 2015F 2016F 2017F

$ bn

IDM OSAT

Total Packaging and Test Revenue Breakdown

Source: Charts/graphics created by DBS Bank Ltd. based on Gartner data.Gartner, Inc., Forecast: Semiconductor Assembly and Test Services, Worldwide, 3Q15 Update, Jim Walker, Maria

Valenzuela and Barbara Van, 6 Oct 2015.

According to Gartner, the OSAT market is expected to expand by 1.1% year-on-year to $27.4 billion in2015. In addition, Gartner indicates that this growth is expected to be driven by high demand for chip scale,WLP and flip chip technologies, which are used for the newest generations of mobile phones, tablets and otherultramobile devices. Total revenue for the OSAT market is expected to increase from $27.1 billion in 2014 to$29.9 billion in 2017. As a result the OSAT market is expected to account for almost 52.6% of the totaladdressable packaging and test market by 2017, with IDMs comprising the remaining 47.4%.

-0.9%

11.2% 11.6%

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

Traditional Package (1) Bare Chip (2) FBGA (3)

Semiconductor IC Package 2014-2017F Volume CAGR

Source: Charts/graphics created by DBS Bank Ltd. based on Gartner data.Forecast: Semiconductor Package Unit Demand, Worldwide, 1H15, 24 Sep 2015, by Jim Walker.

(1) Traditional Package includes Plastic DIP, QFP, Ceramic Chip Carrier, Total SOIC, Ceramic BGA, Plastic BGA, Leadless-Lead Frameand others.

(2) Includes flip chip.(3) FBGA = Fine Pitch Ball Grid Array includes; WLP = Wafer Level Packaging; CSP = Chip Scale Package; WLCSP = Wafer Level

Chip Scale Package.

3 Gartner Forecast: Semiconductor Assembly and Test Services, Worldwide, 3Q15 Update by JimWalker, Maria Valenzuela and Barbara Van, 6 Oct 2015.

119

89179

265

410

-50.0

100.0150.0200.0250.0300.0350.0400.0450.0

2014 2015F 2016F 2017F

Automotive(1) IoT Device ShipmentsShipments

mn

CAGR: 66.5%

732999

1,3341,795

0200400600800

1,0001,2001,4001,6001,8002,000

2014 2015F 2016F 2017F

Consumer(1) IoT Device Shipments

CAGR: 34.9%

Shipmentsmn

197265

314365

050

100150200250300350400

2014 2015F 2016F 2017F

Wearable(1) Device Shipments

CAGR: 22.8%

Source: Charts/graphics created by DBS Bank Ltd. based on Gartner data.Forecast Analysis: Internet of Things, Endpoints and Associated Services, Worldwide, 2015 Update, 29 Oct 2015 by Peter Middleton,

Thilo Koslowski, Angela McIntyre et al.(1) “Automotive” is defined as connected cars and sub systems, “ consumer” defined as health and fitness, home automation, home energy

management, home security and information & entertainment IoT devices. “ Wearable” is defined as bluetooth headset, smart wristband, sports watch, other fitness monitor, chest strap and smart garment. Internet of Things (“ IoT”) is defined as the network ofdedicated physical objects (things) that contain embedded technology to sense or interact with their internal state or externalenvironment.

According to Gartner, the growth of the IoT is expected to cause a resurgence in the application ofmultichip packaging and system-in-packaging technologies. In addition to increased smartphone and tabletsales, the emergence of IoT and wearables shipments are expected to drive packaging demand. AutomotiveIoT device shipments are expected to increase at a CAGR of 66.5% and consumer IoT device shipments andwearable device shipments are expected to increase at a CAGR of 34.9% and 22.8% over the 2014 to 2017period, respectively. The evolution of IoT markets for wearable devices has been discreetly underway forsome time but is currently growing, creating opportunities for packaging suppliers. In the short term, higherdemand for off-the-shelf chips that enable early IoT entrance, lower cost and fast time to market would drivedemand for multichip packaging solutions. In the longer term, after the IoT matures, suppliers may integratefeatures into higher-density, smaller chips, which would result in an increased demand for more advancedpackaging solutions.

174244

318409

050

100150200250300350400450

2014A 2015F 2016F 2017F

$ mnForecasted eWLB market revenue

CAGR: 33.0%

Source: Charts/graphics created by DBS Bank Ltd. based on research conducted by Yole Développement.

120

According to Yole Développement, the overall industry has evolved since the introduction of the eWLBtechnology. eWLB’s key value propositions are expected to capture the integration needs in the key devicecomponents across the technology spectrum. The eWLB market revenue is expected to increase at a CAGR of33.0% over the 2014 to 2017 period, according to Yole Développement.

IC Revenue Forecast

CAGR: 7.9%

Power Management IC in Wireless

2014A

12.1

0

5

10

15

20

15.2

2017E

$ bn 32-bit Microcontrollers

15

$ bn

10

5

0

2014A

7.6

2017E

9.6

CAGR: 7.9%

Smartphone Apps

CAGR: 11.7%

$ bn Power management unit ('PMU') and Radios

0

10

20

30

40

50

CAGR: 3.3%

2014A 2017E

28.5 31.4

$ bn

Flash Memory

0

10

20

30

40

50 CAGR: 7.4%

2014A 2017E

26.232.4

$ bn

CAGR: 19.5%

Wireless Network IC(1)

2014A

0

5

10

15

20

2017E

$ bn

9.4

16.0

Source: Charts/graphics created by DBS Bank Ltd. based on IC Insights data.(1) 2017E revenue is derived from CAGR and 2014A revenue.

According to IC Insights, the integrated circuits industry is expected to grow at a rate of 7% in 2015 and arate of 9% in 2016 before the IC market slows down in 2017. Various IC products under analog, memory,logic and micro components segments are expected to grow over the 2014 to 2017 period.

According to Gartner, revenue from the top OSAT companies is expected to increase more than therevenue from the lower tier companies for the third quarter of 2015. The top four OSAT companies continueto be larger in scale as compared to the other players, accounting for 46.5% market share as a group in 2014and only the top five OSAT companies recorded revenues in excess of $1 billion in 2014. Their focus onadvanced technologies, including WLP and flip-chip, resulted in increased revenue, due to the higher averageselling prices of these packages. As a result, Gartner expects the portion of revenue from advanced packagingto continue to grow for the top OSAT companies.

121

Global Semiconductor Firms Patent Power Score Card 2014

Rank Top 20 Semiconductor Companies Country

1 Samsung Electronics Co. South Korea2 Intel Corp. United States3 Micron Technology Inc. United States4 Broadcom Corp. United States5 Semiconductor Energy Laboratory Co. Japan6 Taiwan Semiconductor Manufacturing Co. Taiwan7 Marvell Technology Group Ltd. Bermuda8 Texas Instruments Inc. United States9 STMicroelectronics Switzerland10 Freescale Semiconductor Inc. United States11 SanDisk Corp. United States12 Nvidia Corp. United States

13 STATS ChipPAC Ltd. Singapore

14 Cypress Semiconductor Corp. United States15 Rambus Inc. United States16 Tessera Technologies Inc. United States17 Intermolecular Inc. United States18 Sunpower Corp. United States19 Invensense Inc. United States20 Grandis Inc. (Samsung Electronics Co.) United States

Source: Charts/graphics created by DBS Bank Ltd. based on IEEE Global Semiconductor Patent Score Card.

STATS ChipPAC Ltd. is the only OSAT provider ranked in the top 20 semiconductor manufacturingcompanies for patents.

China Industry

According to Gartner, the OSAT market in China is expected to experience higher growth rates from2014 to 2017, as compared to the Americas (including North and South America) and Asia Pacific (excludingJapan). China is evolving as a manufacturing base, from low technology products to highly complexsmartphones, tablet computers and other products as a result of increased levels of automation. According toGartner, Asia Pacific (excluding Japan) and China accounted for 79.6% of the OSAT market demand in 2014,and is expected to account for 78.7% by 20174. Due to the high growth of semiconductor consumption in theregion, there is an increasing need to establish the full semiconductor supply chain in Asia Pacific (excludingJapan) and China, where 80.7% of the wafer foundry capacity in 2014 was located. The dominant supply basefor packaging and test services is in Asia Pacific (excluding Japan), and China is showing strong growth inthis market segment from a relatively low revenue base.

Industry-friendly policies in China are driving growth across the semiconductor value chain. In December2011, China’s Ministry of Industry and Information Technology (the “MIIT”) published the 12th Five-YearPlan for the development of the Integrated Circuit (“IC”) industry. The plan seeks to establish policies andmeasures to facilitate the integration of resources and foster large enterprises with internationalcompetitiveness. In that regard, China’s Ministry of Industry and Information Technology will provide specialinitiatives to domestic companies in the form of financial support, preferential tax treatment and joint ventureopportunities with companies owned by the local municipal government.

4 Gartner Forecast: Semiconductor Assembly and Test Services, Worldwide, 3Q 15 Update, JimWalker, Maria Valenzuela and Barbara Van, 6 Oct 2015

122

18.5%14.4% 13.8% 14.1%

0%

5%

10%

15%

20%

2014 2015F 2016F 2017F

OSAT Industry Capex Intensity 2014-2017F

Source: Charts/graphics created by DBS Bank Ltd. based on Gartner data.Forecast: Semiconductor Assembly and Test Services, Worldwide, 3Q15 Update, Jim Walker, Maria Valenzuela and Barbara Van,

6 Oct 2015.

According to Gartner, the OSAT industry is expected to experience stable capital expenditure over thenext three years, with an average capital expenditure intensity (measured by dividing the total industry capitalexpenditure by total industry revenue) of 14% between the 2015 to 2017 period. Further, according to Gartner,in the next three years, advanced technology is expected to migrate to finer and finer wafer geometries, from20 nanometres (“nm”) to 14 nm, and eventually down to 10 nm. To meet mobile device market growth anddemand, there is a need for packaging technology and capacity to expand. Capital requirements would becomemore critical as wafer-level packaging, 3D, TSV, flip-chip and redistribution layer technologies becomenecessary for the increasing number of packages and applications. Any increase in capital spending, accordingto Gartner, is expected to be focused on China during the next three years, resulting in an increase in the totalindustry manufacturing capacity by 18.0%. As the Chinese market expands its consumption of electroniccomponents and systems, having additional factory capacity to supply the local economy would be necessaryto meet the market demand and competition. Thus, more spending is expected to be focused on deployingmanufacturing equipment and to increase local capacity, resulting in higher production in China.5

According to Gartner, the OSAT market experienced 8.2% annual growth in 2014 worldwide, with ASE,SPIL and JCET increasing their respective market shares out of the top ten OSAT companies. According toGartner, China-based OSAT companies grew at a CAGR of 25.1% over the past three years and continue to bethe fastest growing. In 2014, JCET grew by more than 15% on a year-on-year basis, as the Chinese marketgrowth outpaced global growth rates.6

Fabless Market 2012-14 CAGR by Geography OSAT Market 2012-14 CAGR by Geography

Source: Charts/graphics created by DBS Bank Ltd. based on Gartner data.Market Share: Semiconductor Assembly and Test Services, Worldwide, 2014, 14 April 2015 by Maria Valenzuela, Jim Walker and

Masatsune Yamaji.Market Share: Semiconductor Devices and Applications, Worldwide 2014, 31 March 2015 by Gerald Van Hoy et al.

5 Gartner Forecast Overview: Semiconductor Assembly and Test Services, Worldwide, 2015 by JimWalker 20 August 2015

6 Gartner Market Share Analysis: Semiconductor Assembly and Test Services, Worldwide, 2014 byJim Walker 27 April 2015

123

According to Gartner, the rise of the fabless model and foundries has been one of the significant trends inthe semiconductor industry over the past 20 years. In 2014, fabless vendors accounted for 26.2% of totalsemiconductor revenue. The fabless market grew at a CAGR of 6.7% globally while China experienced thefastest growth at a CAGR of 23.5% over the 2012 to 2014 period.7

Global Consumer Devices Market Share China Consumer Devices Market Share

PC Shipments

21%19%

15%

6% 6%

0%

5%

10%

15%

20%

25%

Lenovo HP Dell Acer Asus

29%

10%6% 6% 5%

0%

5%

10%

15%

20%

25%

30%

35%

Lenovo Dell Asus HP Acer

Smartphone Shipments

20%

11%

6% 6%4%

0%

5%

10%

15%

20%

25%

Samsung Apple Microsoft Huawei LG

14%13% 12%

8%6%

0%

5%

10%

15%

20%

Apple Huawei Xiaomi Samsung BBK

Tablets Shipments

26%

14%

7%5%

3%

0%

5%

10%

15%

20%

25%

30%

Apple Samsung Lenovo Asus Huawei

41%

10% 9%5% 4%

0%

10%

20%

30%

40%

50%

Apple Huawei Lenovo Asus Samsung

Source: Charts/graphics created by DBS Bank Ltd. based on Gartner data.Market Share: Final PCs, Ultramobiles and Mobile Phones, All Countries, 2Q15 Update, 14 August 2015 by Mikako Kitagawa et al.

According to Gartner, as of the first quarter of 2015, the worldwide device shipments declined by 0.3%year-on-year as the growth of phones was offset by declines in shipments of PCs and ultramobiles. Themigration to lower-cost 3G and 4G smartphones continued to drive growth for smartphones in the emergingmarkets. Asia Pacific (excluding China), Eastern Europe, the Middle East and Africa were the fastest-growingregions, driven by good performance by both Chinese consumer devices original equipment manufacturers(“OEM”) and local vendors as opposed to international brands.8

7 Gartner Forecast Overview: Semiconductors, Worldwide, 2015 Update, 8 June 20158 Gartner Invest Implications: Market Share: Devices, All Countries, 1Q15 Update 13 May 2015

124

Top China OEMs by 2014 Shipments ($mn) '12-'14 CAGR

BBK

OPPO

Coolpad

ZTE

Xiaomi

Huawei

Lenovo 75 55.0%

23.0%

348.0%

(10.5%)

37.0%

78.0%

89.0%

71

57

54

35

21

21

(1) Top China Fabless Players by 2014 Revenue ($mn) '12-'14 CAGR

GigaDevice

Guoxin

Montage

Allwinner

CEC Huada

Datang

Micro

Rockchip

Galaxycore

Tsinghua

Unigroup

Hisilicon 1600 45.0%

1406

367

220

203

183

168

167

145

138

39.0%

36.0%

33.0%

27.0%

11.0%

0.0%

49.0%

65.0%

19.0%

(2)

Source: Charts/graphics created by DBS Bank Ltd. based on Gartner data.Market Share: Semiconductor Devices and Applications, Worldwide 2014, 31 March 2015 by Gerald Van Hoy et al.

Market Share: Devices, All Countries 2Q15 Update, 14 August 2015, by Mikako Kitagawa et al.(1) Global shipments of phones and ultramobile devices as defined by Gartner(2) ’12-’13 revenue growth of Spreadtrum as proxy, based on Gartner March 2015 data.

According to Gartner, the China OEMs experienced positive growth rates in 2014, as evidenced byincreased shipments across nine of the top ten China OEMs. For example the top three OEMs in China, whichare Lenovo, Huawei and Xiaomi, increased their shipments at a CAGR of 55.0%, 23.0% and 348.0%,respectively, over the 2012 to 2014 period. Similarly, top China fabless IC vendors have also seen double digitrevenue growth rates in the same period and increasingly require advanced packaging capabilities to supportthe fast growing mobile device markets. The China semiconductor device industry comprises of many fastgrowing global mobile device OEMs, making China a highly strategic market for semiconductor supplier andOSAT companies.

91.0% 85.0%40.0%

Chinese

Government’s

2020 Goal

15.0%9.0%

2014

China Domestic Suppliers Foreign Suppliers

2020F

% Semiconductor Supply in China

Source: Charts /graphics created by DBS Bank Ltd. based on International Business Strategies Inc. (“IBS ”) Report.

According to IBS, semiconductor demand in China is growing rapidly, with 90% of semiconductors beingsupplied by foreign companies. The goal for Chinese semiconductor companies, according to IBS, is to supply40% of semiconductor components consumed in China by 2020. This presents a major opportunity for Chinesefabless, IDM, and foundry vendors.

Semiconductor Manufacturing Process

The production of a semiconductor is a complex process that requires sophisticated engineering andmanufacturing expertise. The production process can be broadly divided into three primary stages:

• wafer fabrication, including wafer probe, wafer bumping and input/output (“I/O”) trace redistribution;

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• assembly of bare semiconductors, or die, into finished semiconductors (referred to as “assembly” or“packaging”); and

• final testing of assembled semiconductors.

Wafer Fabrication. The wafer fabrication process begins with the generation of a mask defining thecircuit patterns for the transistors and interconnects layers that will be formed on the raw silicon wafer. Thetransistors and other circuit elements are formed by repeating a series of process steps where photosensitivematerial is deposited onto the wafer. The material is then exposed to light through the mask in aphotolithography process and the unwanted material is removed through an etching process, leaving only thedesired circuit pattern on the wafer.

Wafer Probe. Wafer probe is a process whereby each individual die on the wafer is electrically tested inorder to identify the operable semiconductors for assembly.

Wafer Bumping. Wafer bumping is a process by which contact points or I/O pads on a wafer areheightened above the wafer surface by adding conductor material like solder bump. These contact bumps arebonded or fused to make all required electrical connections to tape or interconnection substrate in a singleprocess step. Bumps may be created on the die edges or distributed over the surface of the die in an area arrayformat. This process is usually used in flip-chip die attached for flip-chip packages.

I/O Trace Redistribution. I/O trace redistribution is a process where contact points of high-density, fine-pitch peripheral I/O bonding pads on a semiconductor chip are fanned-out using new traces created onmultiple layers of masks to achieve evenly distributed large pitch bonding pads for the ease of solder bump orball placement in the subsequent flip-chip interconnect process.

Assembly. The assembly process packages the semiconductor chip to protect it, facilitate its integrationinto electronic systems and enable the dissipation of heat. In the assembly process, the wafer is diced intoindividual dies that are then attached to a substrate with an epoxy adhesive. Typically leads on the substrateare then connected by extremely fine gold wires to the I/O terminals on the die through the use of automatedequipment known as “wirebonders.” Finally, each die is encapsulated in a moulding compound, thus formingthe package.

Final Testing. Final testing is conducted to ensure that the packaged semiconductor meets performancespecifications. Final testing involves using complex processes that require the use of sophisticated testequipment and customised software programmes to electrically test a number of attributes of assembledsemiconductors, including functionality, speed, predicted endurance, power consumption and electricalcharacteristics.

Our Strengths and Strategy

Our goal is to strengthen our position as a leading global provider of a full range of semiconductorpackaging and test services. The key elements of our strengths and strategy include the following:

Leverage our technology capabilities and leadership position

We focus on being a leader in our industry by developing innovative technologies and collaborating withindustry leaders in strategic partnerships. We are a supplier to a large number of semiconductor industryleaders, many of whom support end customers that are major participants in the evolving technology sector. Inparticular, we have a strong market position in the large, high-growth segments of converged mobile devices(such as smartphones, tablets and other mobile computing devices). Market research indicates that theseconverged segments of the semiconductor market, as well as the industrial and automotive (in particularintegrated infotainment) markets, are poised for strong growth in the medium to long-term. We believe thatour installed manufacturing capacity, which can be configured to support growth for these segments, ourtechnology base and technical capabilities and our broad and diversified customer base will present us withsignificant opportunities to support our growth.

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We have focused our development efforts on advanced technologies, including (i) improved eWLBtechnology that utilises innovative fan-out wafer level packaging and higher integration to reduce cost andsize; (ii) development of a manufacturing line that can process multiple silicon wafer diameters, includingwafers of up to 450mm, and produce both fan-in and fan-out wafer level packages on the same manufacturingline; and (iii) development of eWLCSP™ which provides higher quality and lower cost fan-in wafer levelpackages for space constrained mobile devices and new applications such as wearable technologies. We haveachieved high volume eWLB manufacturing as well as higher efficiencies and economies of scale via ourproprietary FlexLine™ manufacturing process to provide a more cost effective solution, which we believepositions us well to achieve design wins and new product introductions in the next generation of devices.FlexLine™ is an innovative approach to wafer level manufacturing that processes multiple silicon waferdiameters in the same manufacturing line, delivering flexibility in producing both fan-out and fan-in packages.FlexLine™ also provides the ability to scale a device to larger panel sizes at a lower cost compared toconventional wafer level packaging methods. We believe that these proprietary technologies position us wellfor any future growth opportunities arising from evolving end market trends such as mobile convergence,wearable electronics, and the Internet of Things.

In 2014, we were ranked for the fourth consecutive year among the world’s top 20 semiconductormanufacturing companies in the 2014 Patent Power Scorecard published by IEEE Spectrum, the flagshipmagazine of the IEEE, a professional association for the advancement of technology, and 1790 Analytics, anintellectual property evaluation firm. We were the only OSAT service provider ranked among the top 20companies in the semiconductor manufacturing category. In addition, our leadership in innovation isdemonstrated by the fact that we had more patents granted and applications filed with the United States Patentand Trademark Office than any other OSAT provider as of 30 June 2015. Of these granted patents, asubstantial number were related to advanced wafer level and flip-chip technology. Our strong intellectualproperty portfolio and research and development teams enable close collaboration with such industry leadersat the early stages of product development, which we believe enhances our long-term customer loyalty. As of28 June 2015, we had 239 employees in our research and development department, which focuses ondeveloping advanced technologies to meet our customers’ needs.

We intend to continue to strengthen our core technical capabilities in advanced technologies and protectour position as an innovator and technology leader to enable us to capture potential opportunities andaccelerate our growth.

Deepen our market penetration in China

We believe that our acquisition by JCET provides us with access to JCET’s broad Asian, and inparticular, growing Chinese customer base, which we have historically not enjoyed because our customer baseto date has been predominantly American and European. We believe this access is timely as growth rates ofthe fabless semiconductor market and the OSAT market in China have significantly exceeded those in otherparts of the world in recent years. The PRC government has in recent years provided funding and promulgatedfavourable policies with a view to encouraging this growth and to aid in the development of internationallycompetitive enterprises across the semiconductor value chain. For example, JCET, the largest electronicspackaging service provider in China by revenue in 2014, has benefited from tax rebates and other governmentconcessions such as funds provided for research and development.

In addition, we believe that our acquisition by JCET will allow us to provide products across the fullvalue spectrum, which we believe will allow us to widen our customer base. We intend to leverage ouradvanced technology platform and access to JCET’s broader resources and network of strong relationships inChina to meet the growing demand for advanced packaging in China, particularly in the mobile device marketas well as in the analogue, automotive and infotainment market segments. As the mid-tier and entry levelsegments of the mobile device market also continue to grow in China, we expect to broaden our portfoliospectrum and mitigate our exposure to the volatility in the higher-end segment of the mobile device market.

We also expect that our acquisition by JCET will enable us to benefit from research and developmentefficiencies by giving us access to JCET’s research and development resources in wirebonding and other

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technologies, thereby allowing us to continue to focus our investments on advanced packaging and fan outtechnology.

Strengthen our global customer relationships by providing integrated, turnkey solutions

We believe that offering high-quality customer service and an integrated supply chain solution is criticalto attracting and retaining leading semiconductor companies as our customers. We focus on developing anddelivering to our customers semiconductor devices that are designed, packaged, tested and delivered on timeand as specified to any of their global locations. In particular, through our acquisition by JCET, we expect tobroaden and deepen our relationships with global semiconductor companies as we are now well positioned tosupport their plans for expansion into China.

We believe our manufacturing model allows us to better address periodic, product-specific capacityconstraints that negatively affect smaller players. We have implemented IT platforms to enable a high level ofintegration of our customers’ systems within ours, to enable them to obtain real-time information on theirworks-in-progress and thereby facilitate their production planning processes. We intend to continue fostering aservice-oriented and customer-focused environment.

We have taken a selective and disciplined approach to investment in order to leverage our researchcapabilities and capital resources while aligning our overall development framework with the needs of ourcustomers. Because of the capital-intensive nature of semiconductor packaging and test operations, we believethat many of our customers are looking for turnkey packaging and test solutions. We seek to structure ourcapital investments in a manner that permits us to offer such turnkey services to our customers to leverage onour capabilities, technology and existing equipment base where appropriate so as to maximise the operationalimpact of our investments. We believe we currently offer one of the broadest portfolios of comprehensive end-to-end packaging and test services in the semiconductor industry.

Focus on operational excellence, cost competitiveness and financial discipline

We continually seek out opportunities to streamline our procurement, supply chain management,manufacturing and organisational structure in a way that enables us to maximise cost efficiencies whilemaintaining our excellent operational track record. We have reorganised our product developmentorganisation to increase our focus on the greater China region in order to accelerate revenue growth and takeadvantage of emerging market opportunities. We continually seek to achieve additional supply chainefficiencies through a global approach to materials procurement and the offering of optimised materialssources and specifications for our customers. We intend to leverage JCET’s equipment and materialsprocurement sources, as well as combine JCET’s and our procurement orders where appropriate to improveour procurement efficiency and effectiveness. We also intend to jointly develop new materials processes andjointly evaluate new materials performance with suppliers in order to achieve alternative low cost solutions.

Further, we seek to maintain a lean manufacturing profile by seeking out labour and overheadefficiencies, deployment of lean manufacturing techniques and improving our responsiveness to customers.For example, we have consolidated our operations into three manufacturing plants, each with the scale tobenefit from operational efficiency. We have also restructured operation of our manufacturing plants todevolve, to a large extent, responsibility for the management of labour and overhead costs to each of thembased on their specific needs and operate them as separate business units.

We also expect to be able to rationalise our capital expenditures and enhance our operational performancewith our acquisition by JCET. For example, we and JCET have established collaboration mechanisms,including the allocation of customer engagements to be serviced by one of ours or JCET’s manufacturingfacilities, depending on the customer’s needs, and vice versa. We believe that these collaboration mechanismsenable us to increase capacity utilisation as well as improve our operational efficiencies. Since we focus onadvanced technologies while JCET focuses on wirebonding and other lower-end and mainstream technologies,our Company and JCET benefit from little overlap between our and JCET’s product offerings and customerbases, which we believe will increase the likelihood of optimising capacity utilisation and improvingoperational efficiencies.

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Our Services

We offer semiconductor packaging and test services to the semiconductor industry for applications incomputing, communications, and consumer markets. We offer full back-end turnkey services from waferprobe to final test and drop ship. The services we offer are customised to the needs of our individualcustomers. In the six months ended 28 June 2015 and in 2014, 50.7% and 48.2% of our net revenues werederived from advanced packaging, 25.7% and 29.4% of our net revenues were derived from wirebondpackaging, and 23.6% and 22.4% of our net revenues were derived from test services, respectively.

The following table sets forth the percentage of net revenues by advanced packaging, wirebond packagingand test services for the periods indicated.

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

2012

Net revenuesAdvanced packaging . . . . . . . . . . . . . . . . . . . . 50.7% 49.1% 48.2% 46.9% 44.7%Wirebond packaging . . . . . . . . . . . . . . . . . . . . . 25.7 29.9 29.4 30.8 35.2Test services . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.6 21.0 22.4 22.3 20.1

Total net revenues . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0% 100.0%

The mix of services we provide has changed following the divestment of the Taiwan Entities pursuant tothe Capital Reduction and Distribution. The Taiwan Entities provided advanced packaging and test services.As a result, pro forma for the Taiwan Restructuring, Capital Reduction, Distribution and Perpetual SecuritiesOffering, for the six months ended 28 June 2015 and in 2014, 49.6% and 47.7% of our net revenues wouldhave been derived from advanced packaging, 28.0% and 32.9% of our net revenues would have been derivedfrom wirebond packaging, and 22.4% and 19.5% of our net revenues would have been derived from testservices, respectively in 2014.

For 2011 and 2010, 35.3% and 26.6% of our net revenues were derived from advanced packaging, 45.2%and 52.7% of our net revenues were derived from traditional packaging, and 19.5% and 20.7% of our netrevenues were derived from test services, respectively.

Packaging Services

We offer a broad range of advanced laminate and leaded packages designed to provide customers with afull range of packaging solutions and full back-end turnkey services for a wide variety of electronicsapplications. Packaging serves to protect the semiconductor die and facilitate electrical connection and heatdissipation. As part of customer support on packaging services, we also offer complete package design,electrical and thermal simulation, measurement and design of lead-frames, substrates and wafer levelintegrations. Our packaging revenue was $548.6 million and $1,231.0 million in the six months ended 28 June2015 and in 2014, respectively. Our two key types of packaging services, advanced packaging and wirebondpackaging, contributed 50.7% and 25.7%, respectively, of our net revenues in the six months ended 28 June2015 and 48.2% and 29.4%, respectively, of our net revenues in 2014.

Advanced Packaging

We supply our customers with a broad range of advanced packaging solutions including:

• Flip-chip. Flip-chip packaging is a process in which silicon die is directly attached to the substrateusing solder bumps instead of wirebonds. Flip-chip interconnection provides greater miniaturisation,reduced package parasitics and enables new power and ground distributions to the chip that are nottypically feasible in other traditional packaging approaches. We have a flip-chip portfolioencompassing single die, multi-die (“MD”), multi-package and thermally enhanced solutions, whichprovide size and performance advantages. We offer various package formats, including flip-chip BallGrid Array (“fcBGA”), flip-chip Fine Pitch Ball Grid Array (“fcFBGA”), fcFBGA-Hybrid (which isone of fcFBGA variations that features a “hybrid” stacked construction, i.e., flip-chip die on bottom and

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wirebond die on top), flip-chip Land Grid Array (“fcLGA”), Bare Die flip-chip Package-on-Package(“BD fcPoP”), Molded Laser fcPoP (“PoP-MLP”) and 3D TSV interconnection. We have launchedfcCuBE® technology, an advanced flip-chip packaging technology that features copper column bumps,Bond-on-Lead (“BOL”) interconnection and enhanced assembly processes. The fcCuBE® technologydelivers high I/O density, high performance and superior reliability in advanced silicon nodes. ThefcCuBE® technology offers enhanced flip-chip packaging at a lower cost than standard flip-chippackaging. Our fcCuBE® technology also supports either a standard mass reflow assembly process or aThermo-Compression Bonding (“TCB”) process. This provides our customers with the flexibility toselect either the mass reflow or the TCB assembly process and choose the process that best meets thecost and performance requirements of their specific application.

• WLP. WLP services include full service wafer bumping with options for wafer repassivation,redistribution and IPD layers with polyimide dielectric and solder alloy selection flexibility of a printedpaste solder bump technology. This internal wafer bumping capability enables full turnkey WLCSP andadvanced flip-chip assembly and testing. WLP services also include printed paste bumping andmechanical ball drop for larger pitch applications. Additionally, WLP provides complete, flexible back-end assembly that allows for high volume wafer sorting, automatic optical inspection and back-endprocessing into bare die in tape and reel or waffle pack. We offer FOWLP, Fan-in Wafer LevelPackaging (“FIWLP”) and IPD, including eWLB, eWLCSP™, WLCSP and TSV. In addition, we havedesigned and implemented FlexLine™ that is an innovative manufacturing method designed to providegreater freedom from wafer diameter constraints while enabling supply chain simplification and costreductions as compared to conventional manufacturing flow. FlexLine™ seamlessly processes multiplesilicon wafer diameters in the same manufacturing line without changing equipment sets or bill ofmaterials used in the packaging process.

• eWLB. eWLB is a versatile FOWLP and technology designed to address the growing mismatch ininterconnect gap and provide higher levels of integration, improved electrical performance and shortervertical interconnects than traditional packages. The eWLB platform provides a more space-efficientpackage design enabling a smaller footprint, higher density I/O and lower package profiles thanlaminate or flip-chip semiconductor packages. eWLB is assembled directly on a silicon wafer andtherefore, is unconstrained by die size and provides the design flexibility to accommodate a largernumber of interconnects between the package and the application board for increased connectiondensity, finer line and spacing, improved electrical and thermal performance and smaller packagedimensions, and is designed to meet smaller form factor requirements and increased performancedemands of the mobile market. Our eWLB high volume manufacturing process includes automatedwafer reconstitution (including wafer-level moulding), redistribution using thin film technology, solderball mount, package singulation and testing, and supports wafers in both 200mm and 300mm diameters.

• WLCSP. WLCSP is a package very close to the size of the silicon die. WLCSP packaging cancombine the strengths of various packaging technologies, such as the size and performance advantageof bare die assembly and the reliability of encapsulated devices. The size and weight reduction offeredby the Chip Scale Packages (“CSP”) makes it ideal for use in mobile devices like cell phones, laptops,palmtops and digital cameras.

• Encapsulated wafer level chip scale package. eWLCSP™ is a packaging solution that cost effectivelyaddresses the increased durability requirements for our customers in advanced silicon nodes down to28nm. It features a thin protective coating on the four sidewalls of the die, achieving increaseddurability and reliability within the standard WLCSP size specification. The benefit of encapsulation islight and mechanical protection for the bare die. The protective layer also safeguards the silicon duringtesting. eWLCSP™ is designed to deliver electrical performance that is equivalent to standard WLCSPin many respects, but eWLCSP™ also provides an increase in overall component break strength, thusreducing the risk of potential cracking, chipping and handling issues that can occur before or during theassembly process, especially in advanced node products where the die is very thin. An additionalbenefit is the ease of conversion from a standard WLCSP to an eWLCSP™ design. Customers cantransition from a fan-in to fan-out design within the same basic package platform. A product currently

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using a conventional WLCSP process can be converted to eWLCSP™ without a silicon design change,regardless of the current silicon wafer diameter.

• IPD. IPD technology is a key enabler of our innovative CSMP offering which features silicon-basedpassive integration of resistor, capacitor and inductor (“RLC”) components. IPDs are a cost effectiveway to reduce footprint, reduce interconnection complexity, improve component tolerance, yield andreliability. Our provision of IPD technology, together with wafer level, 3D packaging and acomprehensive RF solutions portfolio (including wafer sort, design, assembly, RF test and supply chainmanagement) enables us to offer RF semiconductor companies a complete turnkey solution, which webelieve gives us a competitive advantage in the market.

• TSV. TSV is a developing technology that utilises short, vertical electrical connections or “vias” thatpass through a silicon wafer in order to establish an electrical connection from the active side to thebackside of the die. TSV technology offers greater space efficiencies and higher interconnect densitiesthan wirebonding and flip-chip stacking. When combined with microbump bonding and advanced flip-chip technology, TSV technology enables a higher level of functional integration and performance in asmaller form factor.

• Wafer Bumping. Wafer bumping is a process in which interconnections (solder “bumps” or “balls”)are formed on an entire wafer prior to dicing. The use of wafer bumping is driven either byperformance, form factor or array interconnect requirements, and can offer technical and costadvantages over traditional single-die packaging. The need for high performance, high I/O densities andefficient on-chip power distribution schemes, that are unattainable by conventional wirebondinginterconnection, has led wafer bumping to replace wirebonding as the interconnection of choice for agrowing number of components. We offer wafer bumping for both 200mm and 300mm wafer sizes in arange of options, including printed bump, ball drop and plated technology with eutectic, high lead, leadfree and copper column alloys. Our wafer bumping offerings includes wafer bump and redistribution,full turnkey services for advanced flip-chip applications and full turnkey services for WLCSPs.

• 3D Integration. We provide 3D integrated package designs by combining multiple chips with diversefunctionality into smaller sizes through various types of stacking integration technologies. The shift inpackaging technology from 2D packaging to more advanced 2.5D and 3D package designs isaccelerated by the need for higher levels of integration, improved electrical performance, reducedtiming delays and demand for shorter vertical interconnects.

• Package Level Integration. Packages are stacked and interconnected using conventional wirebonds orflip-chip processes to create traditional stacked die and stacked package structures, including Package-on-Package (“PoP”) and Package-in-Package (“PiP”).

• Wafer Level Integration. 3D WLP uses redistribution layers and bumping processes to forminterconnects. Wafer level packaging technologies include innovative FIWLP and FOWLP options,including eWLB, eWLCSP™ and WLCSP.

• Silicon Level Integration. Silicon-level integration portfolio includes 2.5D integration and extendedeWLB and TSV, in which a high density interconnection is achieved using the thin film fan-outstructure. “Near 3D” integration or 2.5D integration is achieved by connecting die within a packageusing TSVs in a thin passive interposer layer, with the ultimate aim of attaching one chip to anotherwith nothing in between (i.e., no interposer or substrate). Communication between the die takes placevia circuitry fabricated on the interposer.

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Our advanced packaging solutions, including flip chip, WLP and 3D packages are described below:

Package Format Number of I/Os Description Types of Applications

fcBGA . . . . . . . . . . . . . . . . . . . . 220-3,213 BGA with Flip-Chip/bumpinterconnect instead ofwirebonding. Availablepackages include a thermallyenhanced version with oneor two-piece heat spreader orlid (“fcBGA-H”), System-in-Package (“fcBGA-SiP”)versions and a packagesubsystem meeting thestandard BGA footprint thatcontains multiplecomponents within the samepackage (“fcBGA-MPM”).Package solution for40/32/28/20nm silicon nodeswith Extra/Ultra Low K die-lectric.

Application-specificintegrated circuit (“ASIC”),field programmable gatearray (“FPGA”), centralprocessing unit (“CPU”),graphic processing unit anddigital televisions, set topboxes, game consoles andthe IoT (such as smart wiredhomes).

fcFBGA . . . . . . . . . . . . . . . . . . . 32-900 Chip-scale BGA with flip-chip/bump interconnectinstead of wirebonding.Available in a broad range ofJoint Electron DeviceEngineering Council(“JEDEC”) standard bodysizes with Low ProfileFBGA (<1.70mm, typically<1.40mm) (“LFBGA”), ThinProfile Fine Pitch Ball GridArray (“FBGA”) (<1.20mm)(“TFBGA”), Very ThinProfileFBGA (<1.00mm) (“VFBGA”)package thickness. ThefcFBGA is an overmouldedpackage with solder ballsand is available in a highthermal performancepackage (fcFBGA-H) andvery thin profile hybrid flip-chip with two stack dies andthree stack dies, “fcTFBGA-SD2” and “fcTFBGA-SD3.”

Microprocessors, RadioFrequency ICs (“RFICs”),power/analog IC (“PMIC”)and connectivity, sensors/micro-electro mechanicalsystems.

fcLGA . . . . . . . . . . . . . . . . . . . . 71+ Land Grid Array with flip-chip/bump interconnectinstead of wirebonding.Available with Ultra-thinprofile (<0.65mm) fcLGApackages.

Mobile phone, wireless RF,analog, ASIC and memorychip.

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Package Format Number of I/Os Description Types of Applications

Flip-chipPackage-on-Package . . . . . . . 753+ 3D package that is a

stackable fcBGA, enableshigher performance, higherdensity, finer top PoP ballpitch, and smaller/thinnerPoP solution. Available in abroad range of JEDECstandard body sizes withTFBGA, VFBGA and VeryVery Thin Profile FBGA(<0.80mm) (“WFBGA”) forbottom PoP package(“PoPb”). BD fcPoP offersthe lowest cost PoP packagetype and can use down to0.4mm memory interface(“MI”) pitch. Moulded LaserPoP allows for further heightreduction and the use of tightMI pitch down to 0.3mm. Anext-generation mouldedlaser PoP with exposed die(“PoP-MLP-ED”) results infurther package heightreduction compared to PoP-MLP and will enablemaximum package heightsbelow 0.7mm.

Application baseband ormulti-media processor formobile handset and portabledevices, memory to supportsystem and processorfunctions, including doubledata rate, flash (NAND,NOR), static random accessmemory (“SRAM”) andcombinations thereof.

eWLB . . . . . . . . . . . . . . . . . . . . . 8-600 eWLB is a type of FOWLPthat enables a higher numberof external contacts ascompared to FIWLP, andflexible, cost effective 2D,2.5D and 3D solutions. Oneand two-sided PoP versionshave a total height of0.8mm, and multi-chippackage versions have flip-chip and IPD integrationcapability.

Baseband, RF, powermanagement, analog andother emerging applicationsfor mobile, connectivity,multi-chip unit (“MCU”),networking and consumerapplications.

eWLCSP™ . . . . . . . . . . . . . . . . . 8-600 eWLCSP™ is anencapsulated WLCSPtechnology that offersstructural advantages overtraditional WLCSP designs.eWLCSP™ die size can bescaled beyond 6x6mm.

PMIC, MCU and RFICapplications.

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Wirebond packaging

We supply our customers with a broad range of wirebond packaging solutions including:

Laminate Packaging. Laminate substrate-based packaging represents one of the fast growing areas inthe semiconductor packaging industry and is used primarily in computing platforms, networking, hand-heldconsumer products, wireless communications devices, personal digital assistants, video cameras, homeelectronic devices such as Digital Video Discs (“DVDs”) and game consoles.

Benefits of laminate packaging over leaded packaging include:

• smaller size;

• greater pin count, or number of connections to the printed circuit board;

• greater reliability;

• higher power dissipation;

• better electrical signal integrity; and

• easier attachment to a printed circuit board.

Laminate-based packaging with BGA technology was first introduced as a solution to problemsassociated with the increasingly high lead counts required for advanced semiconductors used in applicationssuch as portable computers and wireless telecommunications. As the number of leads surrounding the ICsincreased, high lead count packages experienced significant electrical shorting problems. BGA technologysolves this problem by effectively creating leads on the bottom surface of the package in the form of smallbumps or solder balls. In a typical BGA, the semiconductor die is placed on top of a plastic or tape laminatesubstrate rather than a lead-frame. The die is connected to the circuitry in the substrate by a series of fine goldwires that are bonded to the top of the substrate near its edges. On the bottom of the substrate is a grid ofsolder balls that connect the packaged device to a printed circuit board. These balls can be evenly distributedacross the entire bottom surface of the package, allowing greater distance between the individual balls. For thehighest lead count devices, the BGA format can be manufactured less expensively and requires less delicatehandling.

Our BGAs are typically used in semiconductors that require enhanced performance, including digitalsignal processors (“DSPs”), microprocessors and microcontrollers, ASICs, FPGAs, memory and PC chipsets.Our BGA typically have between 40 and 1,253 balls depending on body size and external (BGA) pitch.

Several of these packages have been developed as WLCSPs. The emphasis of these packages is on lowprofile, small footprint and lightweight characteristics. These are ideal for medium pin-count applicationswhich require dense arrays in very small package sizes such as hand-held wireless equipment, mobile basestations and digital photography.

• Standard BGA. Standard BGA packaging has a grid array of balls on the underside of the IC, and isused in high-performance applications, like PC chipsets, graphic controllers and DSPs.

• Chip-scale. Chip-scale packaging includes all packages where the package is less than 1.2 times thesize of the silicon die. Chip-scale BGA is a substrate-based package that is designed for memorydevices and other medium pin count semiconductors and requires dense ball arrays in very smallpackage sizes, like wireless telephones and mobile hand-held devices, video cameras, digital camerasand pagers.

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Our laminate packaging solutions are described below:

Package Format Number of I/Os Description Types of Applications

FLGA . . . . . . . . . . . . . . . . . . . . 8-200 Laminate substrate basedpackage with plasticovermoulded encapsulation.Unlike a standard FBGA,second level interconnect isachieved on the Land GridArray (“LGA”) byconnecting “lands” on thepackage directly onto theprinted circuit board throughsolder re-flow. Available in abroad range of JEDECstandard body sizes includingThin Profile FLGA(<1.20mm), Very ThinProfile FLGA (<1.00mm)(“VFLGA”), Very Very ThinProfile FLGA (<0.80mm)package and Ultra thin FLGA(<0.65mm) maximumpackage thickness.

Handheld devices, wirelessRF, analog, ASIC, memorychip and simpleprogrammable logic devices(“PLDs”).

Stacked Die Fine Pitch LandGrid Array (“FLGA-SD”) . . . 8-200 Compact MD designed for

space sensitive applications.Capability to stack up toeight dies in one package.Available packages includeThin Profile FLGA-SD, VeryThin FLGA-SD, Very VeryThin Profile FLGA-SD, UltraThin Profile FLGA-SD andExtremely Thin (<0.5mm)FLGA-SD packages.

Handheld devices, wirelessRF, analog, ASIC, memorychip and simple PLDs.

FBGA . . . . . . . . . . . . . . . . . . . . 40-450 Smaller and thinner BGAdesigned for applicationswhich are space constrainedand require electricalperformance. Available in abroad range of JEDECstandard body sizes withLFBGA, TFBGA, VFBGA,WFBGA and Ultra ThinProfile FBGA (0.65mmmax.) (“UFBGA”) packagethickness. LFBGA withattached heat sink (“LFBGA-H”) is qualified for smallbody sizes.

Microprocessors/Controllers, wireless RF,analog, ASIC, memory andsimple PLDs.

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Package Format Number of I/Os Description Types of Applications

Stacked Die Fine Pitch BGA(“FBGA-SD”) . . . . . . . . . . . . 16-700 Compact MD designed for

space sensitive applications.Capability to stack up toseven dies in one package.Available in a broad range ofJEDEC standard body sizeswith LFBGA, TFBGA,VFBGA, WFBGA andUFBGA package thickness.LFBGA-H (with attachedheatsink) is also available.

Mobile hand-held devicesand multimedia.

Plastic Ball Grid Array(“PBGA”) . . . . . . . . . . . . . . . 169-1,253 Electrically enhanced BGA

package designed for high I/O replacement.

Access/ Local AreaNetwork (“LAN”)equipment, PC/graphics andbase station.

Stacked Die Plastic Ball GridArray (“PBGA-SD”) . . . . . . . 121-1,253 Increased sub-system

performance achieved byintegrating multiple chipsinto a single package.Capability to stack up toseven dies in one package.

DSPs and memory, gatearrays, ASICs, PC chipsetsand peripherals,microprocessors/controllers.

Exposed Drop-in Heat SpreaderPlastic BGA . . . . . . . . . . . . . . 169-1,253 Thermally enhanced PBGA

with 20% greater thermaldissipation than PBGA.

Access/LAN/PC/graphicsand base station equipment.

Plastic Ball Grid Array —Multi-Die . . . . . . . . . . . . . . . . 74-1,253 BGA integrated with two or

more MD within a PBGA.Access/LAN/PC/graphicsand base station equipment.

Extremely Thin Profile ArrayPackages (“XBGA”) . . . . . . . 8-200+ Profile heights less than

0.50mm. Available in a broadrange of JEDEC standardbody sizes with ExtremelyThin Profile FBGA(<0.50mm) (“XFBGA”),FLGA (“XFLGA” and“X1FLGA”)

Cell phones, mini diskdrives, miniaturisedconsumer electronics,memory cards andUSB drives.

Leaded Packaging. “Leaded” or “lead-frame” package is the most widely used package type and is usedin almost every electronic application, including automobiles, household appliances, desktop and notebookcomputers and telecommunications. Leaded packages have been in existence since semiconductors were firstproduced and are characterised by a semiconductor die encapsulated in a plastic mould compound with metalleads surrounding the perimeter of the package. We provide a comprehensive range of leadframe packagesolutions. From standard leadframe packages to low profile, small and thin, thermally enhanced packages, weoffer lead-frame packages to meet our customers’ needs. Our lead-frame packages are available in a widevariety of body sizes, lead pitch, and are available in standard and green or lead-free bill of materials.Additionally, our leadframe packages are assembled using industry proven materials and technologies toensure long term performance and reliability.

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Standard Lead-frame Packages. Our standard lead-frame packages are used in a variety of applications,including mobile phones, PCs, networking systems, and consumer and industrial products. We focus on high-performance, thin profile and near chip-scale lead-frame packages. The following table summarises ourstandard lead-frame packages:

Package Format Number of I/Os Description Types of Applications

Thin Small Outline Package(“TSOP”) . . . . . . . . . . . . . . . . 48-56 Traditional lead-frame

package with two-sideleads, and a surface mounttechnology designed formemory, RF/wireless, logic,linear and automotivedevices.

PCs, portable electronicsand networking equipmentand automotive electronics.

Thin Quad Flat Package(“TQFP”) . . . . . . . . . . . . . . . . 80-144 Advanced Quad Flat

Package (“QFP”) withthickness of 1.0mm for usein low profile, space-constrained applications.TQFP with copper wirebondis also available as a costeffective solution.

Mobile phone, mass storageand multimedia.

Low Quad Flat Package(“LQFP”) . . . . . . . . . . . . . . . . 32-208 Advanced QFP with

thickness of 1.4mm for usein low profile, space-constrained applications.

Mobile phone, mass storageand multimedia.

Metric Quad Flat Package(“MQFP”) . . . . . . . . . . . . . . . 44-240 Traditional QFP designed

for ASICs, FPGAs andDSPs.

Access/LAN equipment,multimedia and massstorage.

Enhanced Lead-frame Packages. Our enhanced lead-frame packages are similar in design to ourstandard lead-frame packages but are generally thinner and smaller and have advanced thermal and electricalcharacteristics which are necessary for many of the leading-edge semiconductors designed forcommunications applications.

We believe that we are among the leaders in offering chip stack technology that provides the flexibility ofstacking up to seven dies in a single package to improve package performance and functionality whilereducing overall package size and cost. These solutions provide us with a significant competitive advantagewhen servicing customers who need to reduce the form factor of their devices while increasing productfunctionality, for instance, in mobile hand-held and phone applications.

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The following table summarises our enhanced lead-frame packages:

Package Format Number of I/Os Description Types of Applications

QFN . . . . . . . . . . . . . . . . . . . . . . 4-156 Lead-frame based plasticencapsulated CSP in singlemould cavity format ormoulded array format.Available in a broad range ofJEDEC standard body sizesincluding Extremely ThinQuad Flat Non-LeadedPackage (<0.50mm), UltraThin Quad Flat Non-LeadedPackage (“UQFN”)(<0.65mm), Very Very ThinQuad Flat Non-LeadedPackage (“WQFN”)(<0.80mm) and Very ThinQuad Flat Non-LeadedPackage (“VQFN”)(<1.00mm) packagethickness. QFN with copperwirebond is available.

Mobile hand-held devicesand Global PositioningSystem (“GPS”).

Dual Row Quad FlatNo-Lead . . . . . . . . . . . . . . . . . 44-156 QFN version with staggered

dual row Leads offers higherI/O counts.

Mobile hand-held devicesand GPS.

Qual Flat No-Lead PackageSaw-singulated (Stand offterminal) (“QFNs-st”) . . . . . . 52-700 QFNs-st, with multiple rows

of terminals, is leadframebased, plastic encapsulated,chip scale in moulded arrayformat (saw singulated). Astand-off exposed die padcoupled with extremely lowRLC provides excellentelectrical and thermalperformance enhancements.Available in a broad range ofJEDEC standard body sizesincluding WQFN and VQFNpackage thickness. QFNs-stwith copper wirebond isavailable.

Computing andtelecommunications, RF,power management, analog/linear, logic, ASICs and DSP.

Dual Row Bumped Chip Carrier(“BCCs”) . . . . . . . . . . . . . . . . 84-148 BCC version with staggered

dual row leads offers higherI/O counts.

Mobile hand-held devicesand GPS.

Exposed Pad Low Quad FlatPackage (“LQFP-ep”) . . . . . . 32-208 Thermally enhanced QFP

with 30% greater thermaldissipation than MQFP.

Access/ Wide Area Network(“WAN”)/LAN equipmentand PC/graphics and harddisk drive (“HDD”).

Exposed Pad Thin Quad FlatPackage (“TQFP-ep”) . . . . . . 32-128 Thermally enhanced TQFP

with 30% greater thermaldissipation than TQFP.

Access/WAN/LANequipment, PC/graphics,HDD, mobile hand-helddevices and GPS.

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Package Format Number of I/Os Description Types of Applications

Stacked Die Quad Flat Package(“LQFP-SD”) . . . . . . . . . . . . 32-208 Stacking of die enables more

functionality and integrationin a conventional QFPpackage.

Mobile hand-held devices,GPS, HDD and multimedia.

Stacked Die Exposed Pad LowQuad Flat Package . . . . . . . . . 32-208 Thermally enhanced LQFP-

SD designed for spaceconstrained applications withthickness of 1.4mm andgreater thermal dissipationthan LQFP-SD.

Mobile hand-held devices,PC, GPS, HDD, MP3 players,pagers and consumerelectronics.

Stacked Die Exposed Pad ThinQuad Flat Package . . . . . . . . . 32-128 Thermally enhanced with

MD TQFP designed for spaceconstrained applications withthickness of 1.0mm andgreater thermal dissipationthan LQFP-SD.

Mobile hand-held devices,PC, GPS, HDD, MP3 playersand consumer electronics.

Stacked Die Thin Small OutlinePackage . . . . . . . . . . . . . . . . . 48-56 Compact MD designed for

space constrainedapplications.

Mobile hand-held devices,GPS, HDD and multimedia.

Copper Wirebond. We believe that copper wire is increasingly becoming the material of choice forinterconnection in wirebond packages. Although copper has been used as an interconnection material for manyyears in the industry, past increases in the price of gold wire and the current disparity in prices between thetwo products have driven a shift from gold to copper as an attractive alternative to achieve significant packagecost savings. Copper wire provides similar electrical characteristics and performance to gold wire. However, italso offers lower resistivity which can be a benefit where lower bond wire resistance is needed for deviceperformance.

We made a transition from gold to copper wire by investing in equipment and processes to make thisimportant manufacturing conversion. We ramped up our copper wirebond manufacturing in the fourth quarterof 2009. In June 2012, we reached the production milestone of one billion copper wirebond units shipped. Weare actively qualifying and ramping to production a wide range of advanced multi-die laminate and leadedpackages as well as thermally enhanced mould compounds compatible with copper wire to further increasethermal performance. We are currently in volume production with copper wirebond devices down to the 28nmsilicon wafer node. Our copper wire offers a broad technology including die-to-die bonding and a range of 3Dpackage configurations such as stacked die, side-by-side die and a combination of stacked and side-by-side diepackages. In addition to enhancing our technological capabilities, we have focused on material and processenhancements such as palladium coated wire and ultra high density substrates to reduce costs and enablecustomers to realise the full benefits of copper wire interconnect. Copper wire with palladium coating providesa cost-effective, reliable interconnection with higher production yields and a process that will not damage thedelicate bond pads in more advanced devices. Palladium coated wire is one of our core technologies in ourcopper wirebond offering as our assembly yields for copper wire with palladium coating is largely comparableto gold wire. In the area of manufacturing process enhancements, we are qualifying copper wirebondinterconnect on ultra high density strips for both leaded and laminate packages to provide customers with aneven more cost efficient copper wire solution.

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The following table sets forth our copper wirebond revenues as a percentage of total wirebond revenuesfor the periods indicated:

Fiscal Quarter Ended(Copper wirebond revenues as a percentage of wirebond revenues)

28 June 2015 29 March 2015 28 December 2014 28 September 2014 29 June 2014 30 March 2014

35.0% 39.7% 38.0% 39.7% 37.3% 36.5%

29 December 2013 29 September 2013 30 June 2013 31 March 2013 30 December 2012 23 September 2012

37.2% 35.8% 34.7% 27.8% 24.7% 19.2%

Test Services

We provide our customers with semiconductor test services for a number of device types, includingmixed-signal, digital logic, memory, power and RF devices. Semiconductor testing measures and ensures theperformance, functionality and reliability of a packaged device, and requires knowledge of the specificapplications and functions of the devices being tested. In order to enable semiconductor companies to improvetheir time-to-market, streamline their operations and reduce costs, there has been an increasing trend towardoutsourcing both packaging and test services. We have capitalised on this trend by enhancing our test servicecapabilities. Our test services revenue was $169.7 million and $354.8 million in the six months ended 28 June2015 and in 2014, respectively.

We offer wafer probe and final testing on many different platforms, covering the major test platforms inthe industry. Wafer probe is the step immediately prior to the packaging of semiconductors and involveselectrical testing of the processed wafer for defects. Wafer probe services require similar expertise and testequipment to that used in final testing. We probe wafers at either ambient or elevated temperature inaccordance with our customer’s test requirement. Wafers are probed either as bumped or un-bumped wafers.For bumped wafers, we can probe both peripheral or array bumped wafers. We believe this wafer probecapability is very important to customers who require “Known-Good” die for flip-chip packaging.

Final testing involves using sophisticated test equipment and device-specific software programmes toelectrically test a number of attributes of packaged semiconductors for functionality and performance inaccordance with a test plan or test list. The test plan or test list varies from device to device and customer tocustomer. For final testing, we have either gravity feed handlers or pick-and-place handlers. We also offerstrip testing for mixed-signal and RF applications. We believe strip testing offers some advantages over theconventional method, including allowing large numbers of devices to be tested at the same time, improvedfirst pass yield, a more effective and efficient handling of smaller form factor devices and increased overallthroughput.

In order to test the capability of a semiconductor device, our customers generally will provide us withtheir proprietary test programmes and specify the test equipment to run those programmes. Our customers attimes may consign their test equipment to us. Alternatively, our customers may engage us to develop the testprogramme and test hardware required to test their device. The devices to be tested are placed into a socketcustom load board by an automated handling system, which is connected to the test equipment, which thentests the devices using software programmes developed and supplied by our customers or by us. The cost ofany specific test and the time required to conduct it, ranging from a few milliseconds to several seconds, variesdepending on the complexity of the semiconductor device and the customer’s test programme.

We have invested in state-of-the-art test equipment that allows us to test a broad variety ofsemiconductors, especially the more complex testing of mixed-signal and high-performance digital devices.

Mixed-signal and RF Testing. We test a variety of mixed-signal semiconductors, including those used incommunications applications such as network routers, switches and interface cards; broadband products suchas cable modem set-top boxes; and for wireless telecommunications products such as cellular phones, basestations, wireless local area network (“WLAN”) and Bluetooth(TM) devices, PCs and consumer applications.Bluetooth(TM) is a technology that enables short range wireless communication between different electronicappliances. We are a member of the Bluetooth(TM) Special Interest Group. We also test mixed-signalsemiconductors for computers and consumer components including audio devices, CD-ROM, HDDcontrollers, DVD players and game consoles.

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Digital Testing. We test a variety of digital semiconductors, including high-performancesemiconductors used in PCs, disk drives, modems and networking systems. Specific digital semiconductorstested include DSPs, FPGAs, microcontrollers, CPUs, bus interfaces, digital ASICs and application specificstandard products.

Memory and 3D Testing. We provide wafer probe services covering a limited type of memory devicesincluding static and non-volatile memories. We are currently working to expand our expertise in 3D packageassembly through 3D testing by: (a) establishing memory test experts in test development centres for thedevelopment of test programmes, probe cards and load boards for memory devices and 3D devices withmemory components; (b) maximising throughput for 3D devices that include memory components byoptimising the number of test stages and test platform mix with no loss in test coverage; (c) deliveringmemory test solutions that provide the lowest cost of test and (d) enabling full turnkey assembly and testsolutions for memory products to further lower the overall costs of manufacturing.

Test-Related Services. We offer a variety of other value-added test-related services, including:

• Burn-in process support. Burn-in is the process of electrically stressing semiconductors, usually athigh temperature and voltage, for a period of time long enough to cause the failure of marginalsemiconductors. During burn-in process support, we perform an analysis of burn-in rejects in order todetermine the cause of failure.

• Reliability testing. Reliability testing is the process of testing a semiconductor to evaluate its lifespan. It is performed on a sample of devices that have passed final testing.

• Thermal and electrical characterisation. Thermal and electrical characterisation is the process oftesting a semiconductor for performance consistency under thermal and electrical stress.

• Dry pack. Dry packing is the process of baking the semiconductors in order to prevent the failure ofany semiconductors due to exposure to moisture during shipping. We “dry pack” many of our packagedICs in specially sealed, environmentally secure containers.

• Tape and reel. Many electronic assembly lines utilise “tape and reel” methods in whichsemiconductors are placed into a pocket tape to enable faster attachment to the printed circuit board.We offer a service in which we ship packaged and tested devices on a tape and reel mechanism, in atray or in a tube in accordance with our customer’s post-test requirements.

Our test capabilities also include an integrated test management system (“ITMS”) that is designed toefficiently and effectively integrate the test systems and business processes of all our factories to achieve ahigh level of quality and throughput with a lower cost of test. ITMS automates test systems and manufacturingprocesses in order to eliminate manual steps, reduce cycle time and provide an automatic closed-loop controlprocess with real-time data analysis and monitoring. ITMS is designed to help our customers gain yieldimprovements as well as the design-in flexibility of having their devices tested in any of our factories andachieving uniform results.

Pre-production and Post-production Services

We have developed and enhanced our pre-production and post-production services to provide a totalsolution for our customers. Our pre-production services for packaging include package development, and fortesting include software and hardware development.

Package Development. Our package development group interacts with customers early in the designprocess to optimise package design and manufacturability including through selection, design anddevelopment of the appropriate package, lead-frame or substrate for that device by simulating thesemiconductor’s performance and end-use environment. For each project, our engineers create a designstrategy in consultation with each customer to address the customer’s requirements, package attributes, designguidelines and previous experience with similar products. After a design is finished, we provide quick-turnprototype services. By offering package design and prototype services, we can reduce our customer’sdevelopment costs, accelerate time-to-market volume production and ensure that new designs can be properly

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packaged at a reasonable cost. We offer these services at our facilities in Singapore, South Korea, China andthe United States.

Test Software and Hardware Development. We work closely with our customers to providesophisticated software engineering services, including test programme development, platform conversion,multi-site conversion, test optimisation and strip testing implementation. Generally, testing requirescustomised software to be developed for each particular semiconductor device. Software is typically providedby the customer. We also provide test development services where we develop a total test solution for thecustomer. The test development process is divided into five phases. First, we create a test plan based on thecustomer’s specifications. Once the test plan is approved by the customer, we create the engineering designsand develop the layout for the test fixtures, generate the check-plot for the customer and, upon the customer’sapproval, proceed to hardware fabrication. In conjunction with hardware fabrication, we develop the testprogramme and convert all simulation vectors to the desired tester format. Once the test programme isdeveloped, we debug the programme, the hardware and the device. We then correlate the software andhardware with the bench data provided by the customer. Thereafter, we perform device characterisation toenable our customer to understand the device performance over different voltage and temperature ranges. Thisenables the customer to determine the optimum conditions for their device performance and also to achieveoptimum test yield.

In some cases, the test programmes and hardware provided by the customer may be converted by us foruse on one or more of our tester platforms. Once a test programme has been converted, we correlate the testsoftware and hardware using the correlation units or devices provided by the customer. Upon the customer’sapproval of the results of the correlation of the test software and hardware, actual production testing begins.On an on-going basis, a dedicated group of our product engineers will then assist our customers in collectingand analysing the test results and develop engineering solutions to improve their test robustness andproduction efficiency. We offer these services at our facilities in Singapore and the United States.

Warehousing and Drop Shipment Services. In order to enable semiconductor companies to improvetheir time-to-market and reduce supply chain and handling costs, we offer warehousing and drop shipmentservices in which we ship packaged semiconductor devices directly to our customers’ end-customers. Weeither directly bill our customers for the cost of drop shipment or incorporate this into the price of ourservices.

Research and Development

Our research and development efforts are focused on developing new packages, design, assembly and testservices and technologies required by our existing customers and that are necessary to attract new customers.We have invested considerable resources and we are among the leaders in new product and technologydevelopment. We have focused our research and development activities during the past three years on themobile convergence market which is growing and becoming more profitable with a view to improving costefficiencies. Our key areas for research and development initiatives to which we allocate the most resourcesare primarily flip-chip, wafer level products and 3D integration.

Our expenditures for research and development in the six months ended 28 June 2015 and in 2014, 2013and 2012 were $17.3 million, $39.2 million, $46.5 million and $51.7 million, respectively. As of 28 June2015, we employed 239 dedicated professionals in our research and development department. We considerthis a core element of our total service offering and expect to continue to invest significant resources inresearch and development.

We have established a dedicated group of engineers whose primary focus is the development andimprovement of materials and process technology as well as development of new and advanced packages. Wework closely with our existing customers to better understand their immediate and future packaging needs. Asa result, we focus our packaging research and development efforts in part on developing packages tailored totheir individual requirements. Through a co-design process, our engineers collaborate with customers on dieand package designs to provide a customised solution in terms of performance, quality, cycle time and cost.These efforts take place at our package design development centres located in Singapore, South Korea, China,and the United States.

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We have a number of advanced packages under development to support our customers’ needs for high-performance packages. Firstly, our flip-chip technology can be used in both low pin count as well as high pincount packages and is particularly suitable for devices that require more than 1,000 interconnects in arelatively small die. Build-up substrates deliver even higher interconnect density without compromisingthermal and electrical performance. We believe that our flip-chip packages will find increasing application inmobile processors for smartphones, tablets and wearable electronic devices, including baseband, applicationprocessors, and chipsets for peripheral ICs. Since we received our first fcCuBE®-related patent in 2006, wehave invested in developing this technology into an attractive flip-chip solution for a wide cross section of endproducts in the low to high-end mobile market, as well as mid to high-end consumer and cloud computingmarkets. By the end of 2014, we had shipped over 100 million semiconductor packages with our fcCuBE®

technology.

In addition, we started utilising eWLB technology on 200mm (8 inch) wafers in the fourth quarter of2009. By adding capacity through 300mm wafer manufacturing, our customers could benefit from the cost andproductivity advantages of eWLB technology on the larger 300mm reconstituted wafer format which provideshigher efficiency and economies of scale as compared to the 200mm eWLB wafer format. We are furtherworking towards increasing wafer size (known as High Density eWLB (“HD eWLB”) and Ultra High DensityeWLB (“UHD eWLB”)) to further harness the cost reduction potential from this technology platform. Costreduction and productivity advantages can be achieved with the larger scale reconstituted wafer eWLB formatas compared to the existing WLB wafer format due to higher efficiency and economies of scale. A HD eWLBwafer has 22% more area compared to a 300mm wafer. We believe that minimal additional capital expenditureis necessary to implement HD eWLB as the equipment necessary is generally compatible with existing toolsets, materials and processes. In addition, in 2013, we expanded our facility in Yishun, Singapore to increaseour production capability to support growing consumer demand and expand our manufacturing capabilities foradvanced wafer level technologies such as WLCSP, IPD and TSV.

Along with eWLB development, we have also introduced eWLCSP™, a packaging solution that in a costeffective method satisfies the increased durability requirements for our customers in advanced silicon nodesdown to 28 nm. It features a thin protective coating on the four sidewalls of the die, achieving increaseddurability and reliability within the standard WLCSP size specification. The benefit of encapsulation is lightand mechanical protection for the bare die. The protective layer also safeguards the silicon during testing.eWLCSP™ is designed to deliver electrical performance that is equivalent to standard WLCSP in manyrespects, but eWLCSP™ also provides an increase in overall component break strength, thus reducing the riskof potential cracking, chipping and handling issues that can occur before or during the assembly process,especially in advanced node products where the die is very thin. The encapsulation advantages of eWLCSP™are the result of our new FlexLine™ manufacturing method. FlexLine™ is an innovative approach to waferlevel manufacturing that processes multiple silicon wafer diameters in the same manufacturing line, deliveringflexibility in producing both fan-out and fan-in packages. FlexLine™ is based on our high volumemanufacturing process for fan-out wafer level packaging that provides the ability to scale a device to largerpanel sizes at a lower cost compared to conventional wafer level packaging methods. The FlexLine™ processhas been qualified at advanced silicon nodes down to 28nm, ball pitches down to 0.40mm and body sizes assmall as 2.5x2.5mm. Using the FlexLine™ method, 200mm incoming wafers can be reconstituted into 300mmor larger panel sizes, providing customers with significant per unit cost reduction as the panel size increases.In addition, a conventional WLCSP can be converted to eWLCSP™ without any silicon design changerequired, regardless of the current silicon wafer diameter.

We continually seek to develop and improve wafer level packages or 3D packages such as Ultra Thin PoPto meet customer needs. Through innovations in eWLB technology, we have achieved a height reduction inPoP, reducing overall stacked package height, thereby providing customers with the advantage of having anoverall PoP package height of as low as 0.8mm. This package can be useful for all hand-held devices,including mobile phones, media tablets, wearables and IoTs. We also continue to develop total SiP solutions tomeet market demand for next generation devices with higher levels of integration, increased functionality andmore compact sizes.

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In 2014, we were ranked for the fourth consecutive year among the world’s top 20 semiconductormanufacturing companies in the 2014 Patent Power Scorecard published by IEEE Spectrum, the flagshipmagazine of the IEEE.

We are the only OSAT service provider ranked among the top 20 companies in the SemiconductorManufacturing category since 2011. As of 28 June 2015, we held a total of approximately 2,819 issued patentsand pending patent applications.

Customers

Our customers include some of the largest semiconductor companies in the world. We seek to diversifyand broaden our customer base. In the six months ended 28 June 2015 and in 2014, 2013 and 2012, our tenlargest customers in the aggregate accounted for 72.3%, 71.0%, 68.0% and 67.3%, respectively, of our netrevenues. Our largest customer in the six months ended 28 June 2015 and in 2014, 2013 and 2012 individuallycontributed approximately 16.9%, 23.6%, 29.9% and 26.9% of our net revenues and no other customerindividually contributed 10.0% or more of our net revenues in 2014.

The following table sets forth, for the periods indicated, the percentage of net revenues derived frompackaging and testing of semiconductors used in communications, consumer, multi-applications and otherapplications and PCs:

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

2012

Communications . . . . . . . . . . . . . . . . . . . . . . . . . . 66.8% 67.4% 67.0% 69.0% 68.3%Consumer, Multi-Applications and Others . . . . . . 25.1 24.1 24.6 22.9 22.7Personal Computers(1) . . . . . . . . . . . . . . . . . . . . . . 8.1 8.5 8.4 8.1 9.0

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0% 100.0%

Note:

(1) Includes media tablets.

Our customers are located around the world. We report geographic distribution of revenue based on thelocation of our customers’ headquarters which is not indicative of shipment destination or end-market for ourservices. The following table details, for the periods indicated, the percentage of net revenues received fromthe United States, Asia and Europe:

Six Months Ended Year Ended28 June

201529 June

201428 December

201429 December

201330 December

2012

United States of America . . . . . . . . . . . . . . . . . . . 61.5% 64.0% 65.1% 69.2% 68.2%Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.7 26.8 26.1 19.0 18.4Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8 9.2 8.8 11.8 13.4

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0% 100.0%

In general, we believe our customers take into account certain factors in choosing their packaging and testservice providers, including the ability of the provider to offer packaging and test services for a wide range ofsemiconductor devices and the close proximity of the packaging and test house to their wafer fabrication plant.Close proximity between the wafer foundry and the packaging and test house enhances overallcommunication, simplifies supply chain logistics and results in increased yield.

Semiconductor companies require packaging and test service providers to undergo a qualification processbefore selecting them as their packager or tester. The qualification process for a packaging service company isa lengthy and rigorous process that typically takes three to six months, and we believe typically costs thecustomer approximately $250,000 to $300,000. In the case of a test service company, the test company must,in addition to ensuring that the requisite tester platform is used, have the requisite production engineeringexpertise to pass a highly specialised and rigorous test qualification process. The test qualification processtypically takes one to two months where the test house already has the tester technology and three to six

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months where the tester technology is a new test platform, and we believe typically costs the customerapproximately $20,000 to $100,000. Once a primary supplier has been selected, that supplier gains insight intoits customer’s business operations and an understanding of its products as part of the overall workingrelationship. The packaging and test service providers’ familiarity with the customer’s requirements andaccordingly, their ability to better meet those requirements, combined with the pressures of a semiconductorcompany to meet the time-to-market demands of its customers, help to assure continuity of relationship withtheir providers.

Sales and Marketing

Following the Change of Control Date, we and JCET have set up collaboration mechanisms, including theallocation of customer engagements to be serviced by one of our or JCET’s manufacturing facilities,depending on the customer’s needs, and vice versa. We believe that our collaboration mechanisms will enableus to increase capacity utilisation as well as optimise our capacity.

Although we operate as a separate autonomous business from JCET, we and JCET market our services toour respective customers as one service provider. We market our services through a direct sales force andtechnical marketing groups strategically located in close proximity to our customers in the United States,South Korea, China, Singapore, Taiwan and Switzerland. Our account managers, customer servicerepresentatives and sales support personnel form teams devote their attention on specific customers orgeographic regions.

Customers generally deliver rolling six month forecasts and release production die to us in daily orweekly increments for packaging, test and distribution. These near-term forecasts guide us as to anticipatedvolumes, but provide no meaningful backlog statistics. Substantially all of our materials inventory ispurchased based on customer forecasts. We carry relatively low levels of work-in-progress and finished goodsinventory.

Our marketing and business development efforts focus on creating a brand awareness and familiarity withour advanced device packaging technologies and an understanding of our end-user market applications inwireless handset and mobile hand-held devices graphics, PC chipsets, WLAN, Bluetooth(TM), flash memory,storage and networking. We market our leadership in advanced packaging and our ability to supply a broadline of packaging and test services to the semiconductor industry. We build relationships with our customersthrough a direct sales force and technical marketing group, the delivery of “white papers” at industryconferences, and information available on our website.

Pricing Policy

Packaging services are priced competitively against the market and vary depending on such factors aspackage complexity and material cost. Design costs are not material but when incurred may be charged to acustomer separately under non-recurring engineering cost or built into the unit price.

Test services are priced competitively against the market and vary principally on the type of tester usedand length of tester CPU time used, typically referred to as test time on per-second basis. The price of testtime is a function of tester platform and hardware configuration, which are usually determined by ourcustomers based on the function and complexity of a particular semiconductor device. In general, the test timefor a complex semiconductor device will be longer than a less complex semiconductor device. Wafer probepricing is determined by similar factors. Any reduction in test time resulting from optimisation of a testprogramme or optimum hardware configuration results in cost savings for our customers.

Customer Service

We place strong emphasis on customer service. Our broad service offerings, dedicated customer accountteams and commitment to finding solutions to our customers’ needs have enabled us to develop strongrelationships with many of our customers. Our information technology architecture includes e-business linksto some of our customers’ systems and our mySTATSChipPAC internet portal, which may be directlyaccessed by our customers. These features enable our customers to obtain real-time information on work-in-progress, inventory and shipment status, as well as other information relating to our operations.

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Suppliers

Raw Materials

Our packaging operations depend upon obtaining adequate supplies of raw materials on a timely basis.The principal materials used in our packaging process are lead-frames or laminate substrates, gold wire,copper wire, moulding compound, epoxy, tubes and trays. The prices of lead-frames, laminate substrates, goldwire, copper wire, moulding compound, epoxy, tubes and trays tend to be volatile. We purchase materialsbased on the regular weekly and monthly forecasts of our customers. Our customers are generally responsiblefor most or all of the costs of unique materials that we purchase but do not use, particularly those lead-framesand substrates that are ordered on the basis of customer-supplied forecasts. We manage inventory withautomated materials management processes using enterprise resource planning systems.

We work closely with our primary materials suppliers to ensure the timely availability of materialssupplies, and we are not dependent on any one supplier for a substantial portion of our materials requirements.The materials we procure are normally available and we are able to meet our production requirements frommultiple sources through new materials qualifications, periodic negotiation and placement of written purchaseorders. We typically combine our global requirements into centrally negotiated agreements to gain economiesof scale in procurement and more significant volume discounts. We generally do not have long-term supplycontracts with our suppliers. However, should materials become scarce, we would look to enter into long-termsupply agreements with key suppliers. We seek to minimise shortage of supply by ensuring that we havemultiple sources of supply. The major suppliers of our substrate material are located in South Korea, Taiwanand China.

Equipment

Our operations and expansion plans depend on us being able to obtain an adequate supply of packagingand test equipment on a timely basis. We work closely with our major equipment suppliers to ensure thatequipment meets our performance specifications and is delivered on time.

With the exception of a few key suppliers that provide reserved equipment delivery slots and pricediscount structures, we have no binding supply agreements with any of our suppliers. A reserved equipmentdelivery slot is one which allows us to obtain an accelerated delivery of the equipment over and above thedelivery schedule previously committed to by the supplier. We acquire our packaging and test equipment on apurchase order basis. Increased levels of demand for the type of capital equipment required in our businessmay cause an increase in the price and lengthen delivery cycles. Typically, price discounts are offered forvolume purchases. We leverage our large volume of orders for testers, probers, handlers and other equipmentwith our equipment suppliers to secure favourable terms for our equipment purchases, including pricing andaccelerated delivery times. The unavailability of new packaging or test equipment, the failure of suchequipment or other equipment acquired by us to operate in accordance with our specifications or requirementsor delays in the delivery of such equipment, could delay implementation of our expansion plans and couldmaterially adversely affect our business, financial condition and results of operations. See “Risk Factors —Risks Relating to Our Company — If we are unable to obtain packaging and test equipment in a timelymanner or on reasonably favourable terms and prices, we may be unable to meet customer demand and ourrevenue may decline.”

Packaging Equipment. The primary equipment used in packaging includes die saw, die attach,wirebonders and mould systems. Certain of our wirebonders allow for interchangeability between lead-frameand laminate packages. We purchase die attach and wirebonders from major international manufacturers,including Kulicke & Soffa Industries, Inc. and BE Semiconductor Industries NV (formerly known asOerlikon Esec and prior to that, Unaxis). As of 28 June 2015, we operated 3,385 wirebonders. We purchasemould systems from major international manufacturers including BE Semiconductor Industries N.V., ASMPacific Technology Ltd. and Towa Corporation.

Test Equipment. Test equipment is one of the most critical components of the wafer probing and devicetesting process. We generally seek to maintain testers from different vendors with similar functionality and theability to test a variety of different semiconductors. In general, certain semiconductors can only be tested on a

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limited number of specially configured testers. The majority of our test equipment is supplied by Teradyne,Inc. and Advantest Corporation.

As of 30 September 2015, we operated 735 testers, comprising 630 mixed-signal testers, 31 digital testersand 74 memory testers. As of 28 June 2015, we operated 869 testers, comprising 724 mixed-signaltesters, 69 digital testers and 76 memory testers. In certain cases where a customer has specified testequipment that is not widely applicable to other products that we test, we have required that the customerprovide the equipment on a consignment basis. Of the 869 testers, 112 are on consignment from customers. Inaddition to testing equipment, we maintain a variety of other types of equipment, such as automated handlersand probers (with special handlers for wafer probing), scanners, reformers and PC workstations for use insoftware development.

Quality Control

We maintain a team of quality control staff comprising engineers, technicians, inspection specialists andother employees whose responsibilities are to monitor our packaging and test processes to ensure high quality.Our quality assurance systems impose strict process controls, statistical in-line monitors, supplier control, datareview and management, quality controls and corrective action systems. Our in-house laboratory is equippedwith advanced analytical tools and provides the necessary equipment and resources for our research anddevelopment and engineering staff to continuously enhance product quality and process improvement.

Our packaging and test operations are undertaken in clean rooms where air purity, temperature andhumidity are controlled. To ensure the stability and integrity of our operations, we maintain clean rooms at ourfacilities, for all of our test operations and some of our packaging operations, which meet InternationalOrganisation for Standardisation (“ISO”) 14644 standards.

Our packaging and test operations in Singapore, Icheon, South Korea, Incheon, South Korea and Chinaare all ISO 9001, TS16949, ISO 14001 and OHSAS 18001 certified. ISO 9001 is an international standard onthe requirements for production of quality products and services. It also sets forth quality management systemsfor product design, product development, installation and servicing. TS16949 is a quality management systemthat addresses the specific production needs of automotive customers. ISO 14001 is an international standardon environmental management systems to ensure environmental protection and prevention of pollution inbalance with socio-economic needs while OHSAS 18001 is the standard for implementation of anoccupational health and safety management system.

Competition

The OSAT industry is very competitive and highly fragmented. In order to compete, we must offer state-of-the-art test services and bring the most technologically advanced packages to market as quickly as ourcompetitors and at comparable prices. Packaging and test services are provided by both large multi-nationalcompanies and small niche market competitors. We face substantial competition from a number of competitorswhose facilities are primarily located in Asia.

Our primary competitors and their primary locations are as follows:

• Advanced Semiconductor Engineering, Inc. — South Korea, Taiwan, China, Malaysia, Singapore,Japan and the United States;

• Amkor Technology, Inc. — South Korea, Japan, Taiwan, China, the Philippines and the UnitedStates; and

• Siliconware Precision Industries Co., Ltd. — Taiwan and China.

Each of these companies has significant packaging capacity, financial resources, research anddevelopment operations, marketing and other capabilities, as well as some degree of operating experience.These companies also have established relationships with many large semiconductor companies, some ofwhich are current or potential customers of ours.

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We also compete with the internal capabilities and capacity of many of our current and potential IDMcustomers. Many IDMs have greater financial and other resources than we do and may rely on internal sourcesfor packaging and test services for reasons including:

• their desire to realise higher utilisation of their existing packaging or test capacity;

• their unwillingness to disclose proprietary technology;

• their possession of more advanced packaging or testing technologies; and

• the guaranteed availability of their own packaging or test capacity.

The principal elements of competition in the independent semiconductor packaging industry include thevariety of packages offered, price, location, available capacity, cycle time, engineering capability, technicalcompetence, customer service and flexibility. In the area of test services, we compete on the basis of quality,cycle time, pricing, location, available capacity, software development, engineering capability, technicalcompetence, customer service and flexibility. We believe that we compete favourably in these areas.

We also compete in the independent testing market with smaller niche companies, which offer limitedservices and compete principally on the basis of engineering capability, location and available capacity.

Employees

As of 30 September 2015 and as of 28 June 2015, we employed 7,626 and 8,333 full-time employees and1,077 and 1,236 temporary or contract employees, respectively. The average number of temporary or contractemployees in 2014 based on the number of temporary or contract employees at the end of each month was1,371 per month.

As of 28 June 2015, approximately 71% of our permanent employees in South Korea were represented bythe STATS ChipPAC Korea Labour Union and are covered by a collective bargaining agreement and a wageagreement. The wage agreement is renewed every year. The collective bargaining agreement which, amongother things, covers basic union activities, working conditions and welfare programmes is renewed every otheryear. The wage agreement was renewed in 2015 and is effective through 31 March 2016. The collectivebargaining agreement was renewed in 2015 and is effective through 30 April 2017.

Management and the STATS ChipPAC Korea Labour Union have negotiations and meetings on a regularbasis in order to discuss various issues and share concerns relating to the employees and the financialcondition of STATS ChipPAC Korea Ltd.. We believe that management has a good relationship with theSTATS ChipPAC Korea Labour Union.

The following table sets forth the number of our employees by function and location for the datesindicated:

As of30 September

201528 June

201528 December

201429 December

201330 December

2012

Function:Direct and indirect labour

(manufacturing) . . . . . . . . . . . . . . . . . . . 8,119 8,899 9,326 9,867 9,494Indirect labour (administration) . . . . . . . . . 360 431 509 631 517Research and development . . . . . . . . . . . . . 224 239 252 281 327

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,703 9,569 10,087 10,779 10,338Location:

Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . 2,896 2,944 3,041 2,875 2,451China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,610 3,617 3,797 3,621 3,717Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 3 61 1,195 1,173South Korea . . . . . . . . . . . . . . . . . . . . . . . . 2,079 2,100 2,209 2,161 2,243Taiwan(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 791 839 763 599Thailand . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 22 30 37 19United States . . . . . . . . . . . . . . . . . . . . . . . . 83 84 99 112 118Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 11 15 18

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,703 9,569 10,087 10,779 10,338

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Note:

(1) Following the divestment of the Taiwan Entities pursuant to the Capital Reduction and Distribution, as ofthe Change of Control Date, we have a significantly reduced number of employees in Taiwan.

Intellectual Property

Our ability to develop and provide advanced packaging technologies and designs for our customersdepends in part on our proprietary know-how, trade secrets and other patented and non-patented technologies,which we either own or license from third parties. We have licenses to use numerous third party patents,patent applications and other technology rights, as well as trademark and other intellectual property rights, inthe operation of our business. We believe that the material licenses should be renewable under normal orreasonable commercial terms once they expire.

Our ability to compete successfully and achieve future growth in net revenues will depend, in part, on ourability to develop and to protect our intellectual property and the intellectual property of our customers. Weseek to protect proprietary information and know-how through patents, the use of confidentiality and non-disclosure agreements and limited access to and distribution of proprietary information. As of 28 June 2015,we held a total of approximately 2,819 issued patents and pending patent applications. Of these, we haveapproximately 1,434 patents granted or allowed by the PTO and approximately 533 patents registered orallowed in Singapore, South Korea and other countries.

When we are aware of intellectual property of others that may pertain to or affect our business, weattempt to either avoid processes protected by existing patents, cross-license or otherwise obtain certainprocess or package technologies. In addition, we execute confidentiality and non-disclosure agreements withour customers and consultants and limit access to and distribution of our proprietary information.

Our ability to compete successfully and achieve future growth will rely in part on the technological skillsand innovation of our personnel and our ability to develop, maintain and protect proprietary technologies. Thedeparture of any of our key management or technical personnel or the breach of their confidentiality and non-disclosure obligations or our failure to achieve our intellectual property objectives or avoid infringement couldhave a material adverse effect on our business, financial condition and results of operations.

We are subject to claims and litigation, which arise in the normal course of business. A courtdetermination that our products or processes infringe the intellectual property rights of others could result insignificant liability and/or require us to make material changes to our products and/or processes. Due to theinherent uncertainties of litigation, we cannot accurately predict the ultimate outcome and it could result insignificant liability and could have a material adverse effect on our business, financial condition and theresults of operations. See “Management’s Discussion and Analysis of Financial Condition and Results ofOperations — Contingencies” and “Legal Proceedings.”

We also, from time to time, receive requests for indemnification from customers against pending orthreatened infringement claims brought against such customers. The resolution of any future allegation orrequest for indemnification could have a material adverse effect on our business, financial condition andresults of operations.

Our primary registered trademark and trade name is “STATSChipPAC.” We also own or are licensed touse other trademarks.

Insurance

We maintain insurance policies covering losses, including losses due to business interruption and lossesdue to fire, which we consider to be adequate. Our insurance policies cover our buildings, machinery andequipment. The policies are subject to deductibles and exclusions that result in our retention of a level of risk.Significant damage to our production facilities, whether as a result of fire or other causes, would have amaterial adverse effect on our business, financial condition and results of operations. We are not insuredagainst the loss of any of our key personnel.

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Environmental Matters and Compliance

Our manufacturing operations use many chemicals, gases and other hazardous substances and alsogenerate gaseous, liquid and solid wastes. We comply with international standards administered by theInternational Organisation for Standardisation, the Occupational Safety and Health Administration andTrading Standards. In addition, we are subject to regulatory requirements on, and potential liabilities of theenvironmental aspects of manufacturing processes arising under laws and regulations governing, among otherthings, the usage, storage, discharge and disposal of chemicals, air and water discharges as well as monitoringand remediation of soil and groundwater contamination. These environmental aspects are identified andmanaged in a proactive and systematic way via the ISO 14001 standard to which all of our manufacturingfacilities are certified. We regularly send samples of emissions and wastes to third party accreditedlaboratories for analysis to ensure our compliance with the environmental laws and regulations that apply tous. We believe that we are in substantial compliance with all current environmental laws and regulationsapplicable to our operations and facilities.

Furthermore, our activities are subject to regulatory requirements on the environmental impacts ofproducts such as the European Union’s Directive 2002/95/EC on the restriction of the use of certain hazardoussubstances in electrical and electronic equipment, and other similar legislation in China and certain states inthe United States, and the European Union’s Regulation (EC) No 1907/2006 concerning the Registration,Evaluation, Authorisation and Restriction of Chemicals (“REACH”). As a result of these laws and regulations,we expect that our customers will increasingly demand products that do not contain these restrictedsubstances, such as lead as an alloy in soldering material or substances of very high concern in connectionwith REACH. Such requirements may adversely affect our manufacturing costs by requiring us to acquirecostly equipment or materials or to redesign some of our processes, thereby resulting in further cost increasesfrom research and development and quality control. In addition, failure to meet these demands couldmaterially adversely affect our revenues.

Legal Proceedings

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Contingencies” and “Intellectual Property.”

We also, from time to time, receive requests for indemnification from customers against pending orthreatened infringement claims brought against such customers. The resolution of any future allegation orrequest for indemnification could have a material adverse effect on our business, financial condition andresults of operations.

We are not involved in any legal or arbitration proceedings, the outcome of which we believe would havea material adverse effect on our business, financial condition and results of operations. From time to time,however, we are involved in claims that arise in the ordinary course of business, and we maintain insurancethat we believe to be adequate to cover these claims.

Property, Plants and Equipment

Our packaging and test network comprises 7 facilities in three manufacturing clusters in Asia and2 facilities in the United States.

Operations at our Malaysia plant ceased in September 2014. Operations at our Thailand plant ceased inOctober 2012 and we are in the process of selling our Thailand plant and liquidating STATS ChipPAC(Thailand) Limited. We have shifted production to our other manufacturing locations in Singapore, SouthKorea and China to support demand from the customers affected by the disruption of our Thailand plant.

We have a packaging and test facility in the West Hongqiao area of Shanghai on land which, due torecent changes in the long term zoning, development and construction plans for the area, has beenrequisitioned by the PRC government. As a result, we are required to relocate our packaging and test facilityin China to a new manufacturing site in China by the end of 2017. Under the terms of our settlement with therelevant local PRC authorities in connection with the requisitioning of such land, the relevant local PRCauthorities have agreed to pay us total compensation of RMB1,026.8 million (equivalent to approximately

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$165.4 million) upon the occurrence of several agreed upon milestones, including transfer of land to therelevant local PRC authorities, the relocation of our old China plant’s equipment to the site of the new Chinaplant, and the completion of the relocation process by us vacating our current plant site. We expect to receivecompensation of RMB513.4 million (equivalent to approximately $82.7 million) in 2015, of whichRMB308.1 million (equivalent to approximately $49.3 million) was received in the first quarter of 2015 andwe expect to receive RMB205.3 million (equivalent to approximately $33.1 million) in the second half of2015. Although the expected compensation that the authorities of the PRC have agreed to pay us is expected tobe sufficient to fund the capital expenditure estimated to be required to relocate our China operations to a newfacility in China, there can be no assurance that all the milestones will be reached or that the compensationwill be paid to us in a timely manner, or at all. As a result of being part of the JCET group, we expect to beable to lease from JCET a part of their new facility in China that JCET is constructing and relocate our Chinafacility to JCET’s facility, and thereby avoid having to incur the capital expenditures that we would otherwisehave to deploy to build our own factory. The proximity of the new facility to the current location of our oldfacility helps to mitigate risks associated with the transfer of operations as it minimises disruptions to ourcustomers’ supply chain. Relocating to the facility that JCET has already started building also has the benefitof compressing the lead time for the relocation of our China facility and accelerating the time when we maystart qualifying the new facility for the provision of services to our customers. In addition, governmentalauthorities have provided monetary concessions in connection with the relocation to the new facility. See“Risk Factors — Risks Relating to Our Company — Conducting business in China involves uncertainties andthere can be no assurances that the intended benefits from our new China facility will be realised.”

The following chart provides information regarding our operational facilities. For information on theaggregate capacity of our facilities in terms of the number of wirebonders and testers we operate, see “—Suppliers — Equipment.”

Property/Location(1)Area

(Sq. Feet) Functions/ServicesPrincipal Packagingor Services Provided

Yishun, Singapore(2) . . . . . . . . . . 803,633 Turnkey IC packaging and testservices wirebonding packages,wafer level bumping, WLCSPand eWLB services, researchand development on advancedpackaging technology, and dropshipment services

Test services, including mixed-signal and high performancedigital/RF testing and waferprobe, IC packaging services,single and multiple die leadedand laminate packaging,including QFN, FBGA, 200mmwafer bumping, wafer level chip-scale packaging, 300 eWLB,including integrated passivedevices and drop shipmentservices.

Ang Mo Kio, Singapore . . . . . . . 23,483 Corporate executive,administrative, sales andmarketing, and finance office.

Woodlands, Singapore(3) . . . . . . . 51,129 Research and development on3D wafer level integration andreject stores.

Research and development on3D wafer level integration witheWLB and laminate packages.

Qing Pu, Shanghai, China(4) . . . . 964,356 Turnkey packaging and testservices, flip-chip, research anddevelopment, warehousingservices, and drop shipmentservices.

Packaging of leaded packages,CSP, BGA, flip-chip, memorycard, wafer probe, and test anddistribution services.

Incheon, South Korea(SCK3)(5) . . . . . . . . . . . . . . . . . 1,185,606 Packaging services, research

and development centre,Packaging of flip-chip, hybridflip-chip, PiP, PoP, FBGA(CSP)

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Property/Location(1)Area

(Sq. Feet) Functions/ServicesPrincipal Packagingor Services Provided

warehousing services, SouthKorean headquarters andgeneral staff office, and dropshipment services.

single/stacked die, and SiP,research and developmentservice, warehousing anddistribution services, designingservices for package, andsubstrate, including simulationservices.

Icheon, South Korea (SCK2) . . . 212,141 Test, wafer sort, SLT and posttest services, warehousingservices, and drop shipmentservices.

Test services for BGA, FBGA,flip-chip packages, includingwafer sort, SLT, post test,warehousing and drop shipment.

Icheon, South Korea (SCK4) . . . 81,476 Test, pre-stack, SLT and posttest services, warehousingservices, and drop shipmentservices for OEM.

Test services for flip-chippackage, including pre-stacking,SLT, post test, warehousing, anddrop shipment for OEM.

Fremont, California, UnitedStates . . . . . . . . . . . . . . . . . . . . 30,574 Sales, marketing, administration

and research and development.Sales, marketing, administrationand design review services.

Tempe, Arizona, UnitedStates . . . . . . . . . . . . . . . . . . . . 6,514 Package design, research and

development and sales office.Sales, marketing, administration,design and characterisationservices.

Notes:

(1) We lease all of our facilities except where otherwise noted.

(2) We own the production assets but lease the land from the statutory housing development board of theGovernment of Singapore under a long-term lease with an initial term expiring in March 2026 with anoption to renew.

(3) We own the research and development assets but lease the premises for a term expiring in October 2017with an option to renew for a further term to be mutually agreed.

(4) We own the building and improvements and lease the land, but the land and all buildings on the land willrevert to the lessor upon the expiration of the long-term lease in 2044. We are required to relocate ourpackaging and test facility in China to a new manufacturing site in China by the end of 2017.

(5) The operations at a leased facility in Icheon, South Korea were transferred to our new Incheon Facility,SCK3, which commenced operations in June 2015. As a result, our lease was cancelled and the leasedfacility was handed over to the landlord in June 2015. We do not expect any material changes in ourcustomer composition as a result of the transfer of operations from the leased facility to SCK3.

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Corporate Structure

The diagram below summarises our corporate structure. We may, from time to time, make acquisitionsof, or investments in, other companies or businesses. STATS ChipPAC Ltd., the entity at the top of thestructure, will be the issuer of the Notes, with the guarantors of the Notes represented by shaded boxes. OurChina subsidiary and our Thai subsidiaries, although not guarantors of the Notes, will be restrictedsubsidiaries.

STATS ChipPAC Ltd.(Singapore)

STATS ChipPAC(Thailand) Limited

(Thailand)(1)

STATS ChipPAC Services(Thailand) Limited

(Thailand)

STATS ChipPAC, Inc.(Delaware, United States)

STATS ChipPAC (Barbados)Ltd.

(Barbados)

ChipPAC InternationalCompany Limited

(British Virgin Island)

STATS ChipPAC (BVI)Limited

(British Virgin Islands)

STATS ChipPAC Shanghai Co.,Ltd.

(China)

STATS ChipPAC Korea Ltd.(Korea)

100% 100% 100%

100% 100%

100%

100% 100% 99.9% 0.1%

STATS ChipPAC Malaysia Sdn.Bhd.

(Malaysia)(2)

Notes:

(1) Ceased operations in October 2011.

(2) Ceased operations in September 2014.

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MANAGEMENT

Directors and Senior Management

Our Articles of Association set the minimum number of directors at two. We currently have eightdirectors (excluding Mr. Tan Lay Koon, who is expected to step down as a director in the near future). JCET-SC appointed new members to the Board of Directors to replace the outgoing board members on the Change ofControl Date. The following table sets forth the name, age (as of 4 November 2015) and position of each ofour current directors and members of senior management. The business address of our directors and seniormanagement is our registered office in Singapore.

Name Age PositionBoard of DirectorsWang XinChao(1) . . . . . . . . . . 59 Chairman and DirectorHan Byung Joon(1) . . . . . . . . . . 56 Executive Director, President and Chief Executive OfficerLiu Ming(1)(2) . . . . . . . . . . . . . . 42 Executive Director, Vice President, Group Business OfficeCui Dong(1) . . . . . . . . . . . . . . . 43 DirectorRen Kai(1) . . . . . . . . . . . . . . . . 43 DirectorFan Xiao Ning(1) . . . . . . . . . . . 32 DirectorLai Chih-Ming(1) . . . . . . . . . . . 55 DirectorLuo Hong Wei(1) . . . . . . . . . . . 55 DirectorSenior ManagementHan Byung Joon(1) . . . . . . . . . . 56 President and Chief Executive OfficerLiu Ming(1)(2) . . . . . . . . . . . . . . 42 Vice President, Group Business OfficeWoo Kwek Kiong . . . . . . . . . . 47 Chief Financial OfficerHal Lasky . . . . . . . . . . . . . . . . 53 Executive Vice President, Chief Sales OfficerCindy Palar . . . . . . . . . . . . . . . 43 Senior Vice President, Head of Operations Management and

StrategyShim Il Kwon . . . . . . . . . . . . . 53 Senior Vice President, Chief Technology Officer

Notes:

(1) Appointed as a director on the Change of Control Date.

(2) Appointed as Vice President, Group Business Office, a senior management role, effective from28 September 2015.

Mr. Wang XinChao, Mr. Liu Ming, Mr. Lai Chih-Ming and Mr. Luo Hong Wei were appointed asdirectors by JCET pursuant to the Consortium arrangements. Mr. Ren Kai and Mr. Fan Xiao Ning wereappointed by the IC Fund pursuant to the Consortium arrangements. Mr. Cui Dong was appointed by SMICpursuant to the Consortium arrangements. Aside from these appointments, there are no arrangements orunderstandings with any person pursuant to which any of our directors or members of senior managementwere selected. There are no familial relationships among any of our senior management or substantialshareholders, except that Mr. Liu Ming is Mr. Wang XinChao’s son-in-law.

Following his stepping down as a Co-President and Chief Executive Officer of our Company with effectfrom 6 November 2015, Mr. Tan Lay Koon is also expected to step down as a director in the near future.

Board of Directors

The following are biographies of our directors:

Wang XinChao

Mr. Wang XinChao was appointed the Chairman of, and Director on, STATS’ Board of Directors on theChange of Control Date. Mr. Wang is currently the Chairman and Chief Executive Officer of JCET and

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Xinchao. Mr. Wang also serves as Director of the IC Packaging and Testing Industry Chain TechnologyInnovation Strategic Alliance, National Engineering Laboratory, and Deputy Director of the ChinaSemiconductor Industry Association. He is also an industry professor at Nanjing University and a part-timeprofessor at Huazhong University of Science and Technology and Nanjing University. In 2006, Mr. Wang wasnamed by the China Center for Information Industry Development as China’s information industry EconomicPerson of the Year. In 2011, he received the China Gold Patent Award for inventors by the World IntellectualProperty Organisation and the States Intellectual Property Office. He has been awarded the titles of “Workerof the Year” from the Ministry of Information Industry, the “Outstanding Leader of the ChineseSemiconductor Industry” by the China Semiconductor Industry Association, and the “Movers & Shakers inChina’s Semiconductor Manufacturing Industry” by the magazine “Semiconductor International”. In 2014,Mr. Wang was named SEMI China’s Industry Leader of the Year.

Han Byung Joon

Dr. Han Byung Joon was appointed as a member of our Board of Directors and Co-President and ChiefExecutive Officer of our Company on the Change of Control Date and, following the stepping down ofMr. Tan as Co-President and Chief Executive Officer on 6 November 2015, became our sole President andChief Executive Officer. He joined us in 1999 as our Chief Technology Officer. He is also responsible forAdvanced Technology Marketing and is the Head of Asia Sales for our Company. Prior to joining us, Dr. Hanworked at Anam Semiconductor, AT&T Bell Labs and IBM. He received his Doctorate from ColumbiaUniversity and attended Harvard Business School’s Executive Advanced Management Programme.

Liu Ming

Mr. Liu Ming was appointed as a member of our Board of Directors on the Change of Control Date.Mr. Liu joined us as our Vice President, Group Business Office of our Company in September 2015. Prior tojoining us, he was the Vice President of JCETUS, Inc. Before that, Mr. Liu was a member of the consultingstaff of Cadence Design Systems, Inc. from 2007 to 2012 and a software engineer at Aprio Technologies, Inc.from 2005 to 2007. Mr Liu graduated with a Bachelor of Engineering (Computer Science and Technology)from Tsinghua University, Beijing in 1996. He also has a Master of Science degree in Computer InformationScience and a Doctorate in Computer Science and Engineering, both from the Ohio State University.

Cui Dong

Mr. Cui Dong was appointed as a member of our Board of Directors on the Change of Control Date. He iscurrently the Chief Executive Officer of SJ Semiconductor Corp., a joint venture established by SMIC andJCET in 2014. Prior to this, he was the Executive Vice-President of SMIC, which is listed on the Hong KongStock Exchange and the New York Stock Exchange. Prior to joining SMIC, Mr. Cui was the President ofChina Electronics Corporation Hua Hong International Inc. and its investment management arm in SiliconValley, CEC Capital Management LLC. He also sits on the boards of SCCC and JCET-SC. Mr. Cui received aBachelor of Arts degree in Chinese Language and Literature from Beijing Normal University, a Master ofScience in Management Science and Engineering from Tongji University, Shanghai, a Master of Science inFinance from Golden Gate University, and a Certificate of Accounting in Tax from De Anza College.

Ren Kai

Mr. Ren Kai was appointed as a member of our Board of Directors on the Change of Control Date. He iscurrently the Deputy President of Sino IC Capital, the fund manager of China Integrated Circuit IndustryInvestment Fund Co. Ltd., (“CICIIF”), the national fund established to promote the IC industry in China.CICIIF was established in September 2014 to support the growth of the IC industry and enable the integrationof the IC supply chain’s ecosystem in China. Prior to joining Sino IC Capital, Mr. Ren was the Director ofChina Development Bank (“CDB”), in charge of research and planning for the electronic, telecommunicationand television industry, lending credit policy and project assessment. Mr. Ren graduated from HarbinEngineering University, with a Bachelor in Engineering degree.

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Fan Xiao Ning

Mr. Fan Xiao Ning was appointed as a member of our Board of Directors on the Change of Control Date.He is currently the Vice President of Sino IC Capital. Prior to joining Sino IC Capital, he was the VicePresident of CDB Capital during 2009 to 2014. Mr. Fan was sent by CDB Capital to work full time in itsvarious portfolio companies, including Kai Yuan City Development and Shao Xing Land Development Projectfrom 2010 to 2012. Mr. Fan was an associate at the Investment Banking Department of Hong Yuan SecuritiesCo. from 2007 to 2009 and was an analyst at Beijing International Trust Investment Co. from 2005 to 2007.Mr. Fan received his Bachelor in Physics degree from Nanjing University in 2005.

Lai Chih-Ming

Mr. Lai Chih-Ming was appointed as a member of our Board of Directors on the Change of Control Date.He is currently the Chief Executive Officer of Jiangyin Changdian Advanced Packaging Co. Ltd. (“JCAP”), asubsidiary of JCET. He joined JCET in 2001 as Executive Vice President and established JCAP in 2003 andhas since been acting as the Chief Executive Officer of JCAP. Mr. Lai is also the Vice Chairman of theElectronic Manufacturing Packaging Technology Branch of Chinese Institute of Electronics. Mr. Laigraduated from HawHsia Technology University of Taiwan with a bachelor’s degree in chemical engineering.

Luo Hong Wei

Mr. Luo Hong Wei was appointed as a member of our Board of Directors on the Change of Control Date.He is currently the Executive General Manager of JCET and has more than 30 years of experience insemiconductor packaging and assembly industry. He has been working for JCET since 1978. Mr. Luo receiveda bachelor’s degree in international economics and trade from the Nanjing University of Science andTechnology.

Senior Management

The following are biographies of our senior management officers:

Han Byung Joon

For further details on Dr. Han Byung Joon, see “— Board of Directors — Han Byung Joon.”

Liu Ming

For further details on Mr. Liu Ming, see “— Board of Directors — Liu Ming.”

Woo Kwek Kiong

Mr. Woo Kwek Kiong was appointed as our Chief Financial Officer on the Change of Control Date. Priorto joining us, he was Chief Financial Officer at Advanpack Solutions Pte Ltd, a subsidiary of JiangsuChangjiang Electronics Technology, with overall responsibility for ensuring compliance of the financial andaccounting procedures with applicable standards and regulatory requirements, as well as being activelyinvolved in strategic business development. Prior to that, he was the Chief Financial Officer of ASTIHoldings, a leading provider of semiconductor manufacturing services, listed on the SGX-ST, and also heldsenior financial positions at various companies. He started his career with KPMG. Mr. Woo holds a Bachelorof Accountancy from the National University of Singapore and is a member of the Institute of SingaporeChartered Accountants.

Hal Lasky

Mr. Hal Lasky joined us as our Chief Sales Officer in March 2008. Prior to joining us, Mr. Lasky spent24 years at IBM where he held a number of key leadership positions, most recently as Vice President ofWorldwide Semiconductor Sales for IBM’s Global Engineering Solutions group with responsibility forworldwide semiconductor revenue, sales strategy and strategic relationships with clients in the consumer,

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communications and information technology markets. Prior to that, he held various senior managementpositions in IBM’s Systems and Technology Group, Microelectronics Business Line and Interconnect ProductsBusiness Line. Mr. Lasky holds a Bachelor of Science in Ceramic Engineering from Rutgers University and aMaster in Materials Science and Engineering from Columbia University. He is also a graduate of the IBMClient Executive Programme at Harvard Business School.

Cindy Palar

Mr. Cindy Palar has been Senior Vice President since October 2013. He joined our Company in 1999 andhas held various leadership positions including Vice President of Demand and Capacity Management beforebeing appointed to his current position as Head of Operations Management and Strategy in January 2015.Prior to joining us, Mr. Palar was with National Semiconductor Corporation for four years where he heldvarious technical and managerial positions. He graduated with a Bachelor of Science (MechanicalEngineering) from California State University and also holds a Master of Business Administration (Finance,Investment and Banking) from the University of Wisconsin.

Shim Il Kwon

Mr. Shim Il Kwon was appointed as our Senior Vice President and Chief Technology Officer on theChange of Control Date. He joined our Company in 2000 and has held several technology leadership positionsincluding Vice President, Head of Corporate Technology Innovation and Vice President, Head of Researchand Development before being appointed as Senior Vice President. Prior to joining us, Mr. Shim was withAmkor Technology in South Korea and the U.S. where he held various product development and managementpositions in the Advanced Product Development Group. He received both his Bachelor of Science and Masterof Science degrees from Chungnam National University in South Korea. Mr. Shim also studied doctoralprogrammes in Material Science and Engineering from Korea Advanced Institute of Science and Technology(KAIST) in Seoul, South Korea.

Retention Plan and Retention and Other Payments

In connection with the Change of Control Transaction, we negotiated and executed retention agreementswith 167 senior and mid-level employees (including 12 of our key personnel) prior to the Change of ControlDate, of whom 153 were employed by us as of 27 August 2015. Under the terms of our retention plan,members of senior management and mid to senior employees are eligible to receive a payment, 50% of whichwas paid out on the Change of Control Date and the remaining 50% is payable 12 months from the Change ofControl Date to members of senior management and six months from the Change of Control Date to otheremployees. The total amounts payable under this retention plan to members of our senior management rangefrom 30% to 175% of their annual salary. These retention agreements were approved by our prior ExecutiveResource and Compensation Committee.

There can be no assurance that the retention plan will be successful in incentivising persons to remainwith us. For further details, see “Risk Factors — Risks Relating to Our Company — Loss of our keymanagement and other personnel, or an inability to attract such management and other personnel, could impactour business. Further, our newly appointed directors and senior management have no track record in themanagement of our Company and may have materially different views on our ongoing business and strategiesfor growth, as compared with our former directors and senior management.”

Mr. Tan Lay Koon, who was our Chief Executive Officer prior to the Change of Control Date and wasappointed as our Co-President and Chief Executive Officer on the Change of Control Date pursuant to a seniormanagement employment undertaking on terms similar to that entered into by Dr. Han Byung Joon describedbelow, stepped down as our Co-President and Chief Executive Officer with effect from 6 November 2015. Inconnection with Mr. Tan stepping down, we will pay him his retention payment entitlement under theretention plan discussed above of S$780,000 ($548,948 based on the exchange rate on 30 October 2015). Weexpect to make this payment to Mr. Tan in the fourth quarter of 2015. In addition, under the terms ofMr. Tan’s employment undertaking, Mr. Tan is entitled to payment of the base salary and guaranteed bonusthat he would have been entitled to receive for the remainder of his three-year term under the employment

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undertaking, aggregating S$6.9 million, subject to his compliance with certain non-competition, non-solicitation, non-interference and other negative covenants. We are discussing with Mr. Tan the timing of thispayment and any other payments that may be payable to him in connection with him stepping down.

The total amount paid under the retention plan on the Change of Control Date was $5.1 million. Theremaining total amount payable in connection with the retention plan (not including the amount payable toMr. Tan described above), assuming all employees eligible to receive retention payments remain in ouremployment until the applicable date falling 12 months after the Change of Control Date, is $2.9 million.

Senior Management Employment Undertaking

Dr. Han Byung Joon has entered into a senior management employment undertaking with JCET-SCpursuant to which he has agreed to, among other things, be employed by our Company, and JCET-SC hasagreed (subject to applicable laws) to procure that our Company employ him, as Co-President and Co-ChiefExecutive Officer of our Company for a period of three years from the Change of Control Date on, amongothers, the following terms:

(i) a monthly base salary;

(ii) a guaranteed bonus (equivalent to one year’s base salary payable upon the completion of everyyear of service during the three-year term under the undertaking);

(iii) participation in an incentive bonus distribution equal to, in aggregate, 20% of our net profit ineach calendar year (or pro-rated for part thereof), to be calculated and distributed in accordance with theterms of the undertakings;

(iv) in the event such appointment is terminated prior to the expiry of the three-year term under theundertaking (save where terminated by the executive or pursuant to certain prescribed grounds), subjectto compliance with certain non-competition, non-solicitation, non-interference and other negativecovenants, the executive will be entitled to, among others, the accelerated payment of the remunerationand the guaranteed bonus that he would have been entitled to receive for the remainder of the three-yearterm under the undertaking; and

(v) certain restrictions not to (a) compete with the business of JCET and its subsidiaries (includingour Company) during the three-year term under the undertaking and 12 months after the expiration ortermination or (b) solicit the employees or customers of JCET and its subsidiaries (including ourCompany) for a period of up to two years after the expiration or termination of the three-year term underthe undertaking.

Compensation

Compensation of Directors in 2014

The total compensation, including bonus paid or proposed to be paid, for all of our non-executivedirectors with respect to services rendered in 2014 was $619,365.

Compensation of Senior Management in 2014

The following tables set forth the aggregate annual compensation, categorised in bands of S$250,000,accruing and paid to our executive director, President and Chief Executive Officer and each of the top sevenkey senior executive officers (who are not directors of our Company) for services rendered in 2014 and abreakdown in percentage terms of the fixed and variable components of such compensation.

Remuneration BandsNumber of Executive Directors and Key

Executives in Remuneration Bands

S$1,000,000 to S$1,249,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1S$750,000 to S$999,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1S$500,000 to S$749,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1S$250,000 to S$499,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

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Fixed(%)(1)

Variable(%)(2) Total

CEO and Executive DirectorTan Lay Koon(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99% 1% 100%Key ExecutivesHan Byung Joon(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 — 100Hal Lasky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 — 100Dennis Chia Choon Hwee(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 — 100Janet T. Taylor(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 — 100Chong Khin Mien(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 — 100Wan Choong Hoe(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99 1 100John Lau Tai Chong(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 — 100

Notes:

(1) Fixed refers to base salary, annual wage supplement and fixed allowances (including any clubmembership, transportation, car allowance and any home leave benefit) earned for the year ended28 December 2014. It excludes benefits such as other leave and medical schemes.

(2) Variable refers to incentives paid and accrued for the year pursuant to our Company’s short term incentiveplan (“STI”), economic value added (“EVA”) scheme and value-linked incentive plan 2013 (“VLI Plan”)for the year ended 28 December 2014. STI is a scheme used to determine the annual performance bonusespayable to all our Company’s employees and is subject to the Executive Resource and CompensationCommittee discretion and/or our achievement of certain revenue, gross margin, customer satisfaction, newproduct revenue, total quality index and employee retention targets.

Under the EVA scheme, a notional EVA bank account was set up for each key executive into which theannual EVA performance bonus earned by him each year was credited. One third of the total amount in theEVA bank account is payable annually at a later date in the following financial year, and the remainingbalance in the EVA bank account will be payable to the key executive upon the key executive’sresignation or termination of employment (other than for cause) subject to certain conditions being met.There have been no additional amounts allocated to the notional EVA bank accounts since 2006.

The purpose of the VLI plan is to recognise and reward employees on long-term achievements, retainemployees with long-term compensation and to link compensation directly to sustainable long-termshareholder value creation. Any awards under the VLI Plan are contingent upon our achievement ofspecific EBITDA and free cash flow targets as set by the Executive Resource and CompensationCommittee and the individual participant meeting other performance requirements. Each participant in theVLI Plan has an individual notional bank account which will maintain any balance that has been paid intothe notional bank account and is contingent upon future performance and therefore, can be increased ordecreased. Any positive amounts in the notional VLI accounts will be paid out as follows: 67% in 2014;50% in 2015; and 33% in 2016 and thereafter. No amounts were awarded under the VLI Plan in 2014.

(3) Mr. Tan and Dr. Han were each appointed a Co-President and Chief Executive Officer with effect from theChange of Control Date. On 6 November 2015, Mr. Tan stepped down as a Co-President and ChiefExecutive Officer of our Company and Dr. Han became our sole President and Chief Executive Officer.

(4) Mr. Chia resigned on 3 July 2015.

(5) Ms. Taylor resigned on 30 June 2015.

(6) Mr. Chong resigned on 4 December 2014.

(7) Mr. Wan resigned on 30 September 2014.

(8) Mr. Lau resigned on 3 April 2014.

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We provided our directors and officers with customary directors’ and officers’ liability insurancecoverage in 2014.

Our overall compensation scheme continues to include a short-term (annual) cash incentive plan toreward our senior executives and other eligible employees for their performance and contributions. The short-term incentive plan is funded by a pool of monies that we set aside based on a predetermined aggregatepercentage of payroll. Payment in 2013 and 2014 with respect to services rendered in 2012 and 2013,respectively, is dependent on the participant’s level of achievement measured against corporate financialtargets, as well as plant and functional goals. Each participant has a bonus target measured as a percentage ofbase salary.

Pension, Retirement or Similar Benefits

We do not provide any post-retirement benefits other than those pursuant to the plans required orpermitted by local regulations and described below.

Under the Labour Standards Law of South Korea, employees with more than one year of service areentitled to receive a lump-sum payment upon termination of their employment with STATS ChipPAC KoreaLtd. based on their length of service and rate of pay at the time of termination. Accrued severance benefits areadjusted annually for all eligible employees based on their employment as of the balance sheet date. Theexpense for severance benefits for the six months ended 28 June 2015 and in 2014, 2013 and 2012 was$0.5 million, $1.6 million, $1.0 million and $2.3 million, respectively. In accordance with the NationalPension Act of Korea, a certain portion of these severance benefits are deposited with the Korean NationalPension Fund.

Additionally, under the National Pension Act of Korea, STATS ChipPAC Korea Ltd. is required tocontribute a certain percentage for pension based on each employee’s salary to the Korean National PensionFund. The expense for the pension benefits in the six months ended 28 June 2015 and in 2014, 2013 and 2012was $1.7 million, $3.5 million, $3.3 million and $3.1 million, respectively.

Under Singapore law, we make monthly contributions based on the statutory funding requirement into aCentral Provident Fund for substantially all of our Singapore employees who are Singapore citizens orSingapore permanent residents. The aggregate expenses under this plan were $4.9 million, $9.4 million,$9.1 million and $8.8 million in the six months ended 28 June 2015 and in 2014, 2013 and 2012, respectively.

Under Chinese law and Shanghai municipal government regulations, we make monthly contributionsbased on the statutory funding requirement into the Pension Fund Centre and Provident Fund Centre ofShanghai for all of our employees in China. In the six months ended 28 June 2015 and in 2014, 2013 and2012, the aggregate expenses under this plan were $3.2 million, $6.0 million, $5.7 million and $5.1 million,respectively.

Under Malaysian law, we make monthly contributions based on statutory requirements to the EmployeeProvident Fund for all employees in Malaysia except for contract and foreign workers. STATS ChipPACMalaysia Sdn. Bhd.’s total expenses under this plan in 2013 and 2012 was $1.4 million and $1.7 million,respectively. Since the closure of our Malaysian plant in 2014, STATS ChipPAC Malaysia Sdn. Bhd. has hadno expenses under this plan since 2013. Each employee with more than 20 years of service withSTATS ChipPAC Malaysia Sdn Bhd. is entitled to a single sum payment of RM10,000 ($2,941 based on theexchange rate as of 28 June 2015) upon his or her mandatory retirement from his or her employment atage 55 years. However upon the Minimum Retirement Age Act 2012 of Malaysia coming into force on 1 July2013, the minimum retirement age for employees of STATS ChipPAC Malaysia Sdn. Bhd. shall be age60 years. We paid $20,000 and $49,000 for such retirement payments in 2013 and 2012, respectively, andhave not been required to make or made any payments since. Accrued gratuity benefits for eligible employeesare adjusted annually.

Under Thai law, we make monthly contributions based on the statutory funding requirement into theEmployee Provident Fund for substantially all of our employees in Thailand. The aggregate expenses underthis plan were $340,000 in 2012. Since the closure of our Thai plant in 2012, we have not made any furthercontributions.

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Under the Labour Protection Act in Thailand, employees with more than 120 days of service are entitledto receive a lump sum payment upon retirement, involuntary termination of their employment with STATSChipPAC Services (Thailand) Limited and STATS ChipPAC (Thailand) Limited, or the closure of thebusiness of STATS ChipPAC Services (Thailand) Limited and STATS ChipPAC (Thailand) Limited, based ontheir length of service and latest salary at the time of retirement or involuntary termination. Where theinvoluntary termination of an employee is due to a change in technology or manufacturing process, or achange in the location of the employer, the Labour Protection Act contains other provisions for the calculationof compensation. The expense for severance benefits in 2012 was $0.1 million.

ChipPAC and STATS ChipPAC Test Services, Inc. have a 401(k) savings plan where our Companymatches 50% of employee contributions up to 6% of eligible employee compensation. Our matchingcontributions under the 401(k) plan were $123,000, $273,000, $276,000 and $277,000 in the six months ended28 June 2015 and in 2014, 2013 and 2012, respectively.

The matching contributions are accrued monthly based upon actual employee contribution. The expensesrelating to the plan are a minimum annual charge of $2,000 and $28 per person and are accrued on a monthlybasis. Returns on the 401(k) plan from investments in mutual funds are calculated daily by an externaladministrator who administers the plan. Our Company’s matching contribution to the 401(k) savings plan wassuspended in May 2009. Our Company reinstated the matching contribution to the 401(k) savings plan in July2010.

Board Practices

Board of Directors

Our Articles of Association set the minimum number of directors at two. We currently have eightdirectors (excluding Mr. Tan Lay Koon, who is expected to step down as a director in the near future). Anumber of our directors are re-elected at each annual general meeting of shareholders. The number of directorsretiring and eligible to stand for re-election each year varies, but is generally equal to (but not less than) one-third of our Board of Directors, with the directors who have been in office longest since their last re-electionor appointment standing for re-election. Our Articles of Association also provide that the Board of Directorshas the power to appoint any person to be a director to fill a casual vacancy or as an additional director. Thesepersons may only be directors until the next annual general meeting of shareholders but are eligible for re-election. On 19 October 2015, our ordinary shares were delisted from the Official List of the SGX-ST. Thecomposition of our Board of Directors is no longer subject to the Singapore Code of Corporate Governance2012 and none of our directors would be considered independent under the Singapore Code of CorporateGovernance 2012.

JCET is able to exercise control over matters requiring the approval of our shareholders. JCET and JCET-SC, particularly through the election of directors and subsequent selection of management by those directors,can affect our strategic decisions, our legal and capital structure and our day-to-day operations.

Our Articles of Association permit a director to appoint an alternate director to act in place of suchdirector should the director be unable to perform his or her duties as director for a period of time. UnderSingapore law, the alternate director is not merely an agent of the director but is also held accountable to usfor his or her actions as director during the period for which he or she acts as alternate director.

With the exception of Dr. Han Byung Joon, the service contracts of our directors do not provide forbenefits upon termination of employment. For further details on benefits entitlements upon termination ofemployment for Dr. Han Byung Joon, see “Management — Retention Plan and Retention and Other Payments— Senior Management Employment Undertaking.”

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PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Principal Shareholders

On 27 August 2015, JCET-SC announced that it had received acceptances of the JCET Offer in respect of97.26% of our ordinary shares as of that date. As JCET-SC had acquired more than 90% of our ordinaryshares, JCET-SC was entitled, pursuant to the Companies Act, Chapter 50 of Singapore, to exercise the rightto compulsorily acquire all the remaining ordinary shares of shareholders who had not accepted the JCETOffer. On 15 October 2015, JCET-SC completed the compulsory acquisition of all of our remaining ordinaryshares and became our sole shareholder. On 19 October 2015, our ordinary shares were delisted from theOfficial List of the SGX-ST.

JCET-SC is a special purpose vehicle established by the Consortium for the purpose of acquiring ourordinary shares pursuant to the JCET Offer. JCET-SC is a wholly-owned subsidiary of JCET-SC ImmediateParent, which is in turn 98.08% owned by JCET-SC Holdco, with the remaining 1.92% owned by the IC Fund.The Consortium members, JCET, the IC Fund and SSSC (a wholly-owned subsidiary of SMIC), own 50.98%,29.41% and 19.61%, respectively, of JCET-SC Holdco. Information in this offering circular with respect to theConsortium, members of the Consortium and their respective affiliates and Consortium arrangements hasprimarily been extracted from documents issued by or on behalf of JCET-SC in connection with the JCETOffer that are filed with the SGX-ST.

The following structure chart sets out the holdings and equity interests in JCET-SC Holdco, JCET-SCImmediate Parent and JCET-SC by members of the Consortium:

JCET-SC Holdco(PRC)

JCET(PRC)

IC Fund(PRC)

SSSC(PRC)

50.98%19.61% 29.41%

JCET-SC ImmediateParent(PRC)

98.08%

1.92%

JCET-SC(Singapore)

100%

In connection with a $120 million facility agreement dated 25 May 2015 made between JCET-SC asborrower, JCET as original guarantor, Bank of China Limited, Singapore Branch as lender and as securityagent, and Industrial and Commercial Bank of China (Macau) Limited, China Development Bank Corporation,Hong Kong Branch, Bank of China Limited, Macau Branch, The Export-Import Bank of China and ChinaMinsheng Banking Corp., Ltd, Suzhou Branch as lenders, the following share pledges have been grantedpursuant to a security agreement dated 6 August 2015:

• JCET has pledged all of its shares, representing 50.98% of the total issued shares, in JCET-SC Holdcoin favour of the Bank of China Limited, Jiangyin Branch acting as security agent;

• JCET-SC Holdco has pledged all of its shares, representing 98.08% of the total issued shares, in JCET-SC Immediate Parent in favour of the Bank of China Limited, Jiangyin Branch acting as security agent;

• JCET-SC Immediate Parent has pledged all of its shares, representing 100% of the total issued shares,in JCET-SC in favour of the Bank of China Limited, Jiangyin Branch acting as security agent; and

• JCET-SC has pledged all of its shares in STATS ChipPAC in favour of the Bank of China Limited,Singapore Branch acting as security agent.

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Further, pursuant to the Consortium arrangements, JCET, the IC Fund and SSSC have capitalised JCET-SC Holdco through equity purchases totalling RMB3,038.4 million (approximately $489 million), followingwhich JCET-SC Holdco and the IC Fund capitalised JCET-SC Immediate Parent with RMB3,098.0 million(approximately $499 million), comprising RMB3,038.4 million (approximately $489 million) of ordinaryshares subscribed by JCET-SC Holdco and RMB59.6 million (approximately $10 million) of ordinary sharessubscribed by the IC Fund. Further, the IC Fund has provided a five-year loan of $140 million to JCET-SCImmediate Parent. Pursuant to this shareholder’s loan, the IC Fund has the option to convert the loan to equityof JCET-SC Immediate Parent three years after the Change of Control Date or earlier under certaincircumstances, including in the event of the occurrence or projected occurrence of any major negative changesin the finances, financing, intellectual property or extension of major contracts of our Company. The IC Fundmay also, under certain circumstances, accelerate the due date and require repayment of the loan prior to thefive years after the Change of Control Date. Based on the formula for conversion of the shareholder’s loan intoequity and the capitalisation of JCET-SC Immediate Parent, the amount of equity that the IC Fund would beentitled to receive in connection with this conversion would equal approximately 21.2% of the equityshareholding in JCET-SC Immediate Parent. JCET and the IC Fund are planning to amend the terms of thisshareholder’s loan to accelerate the IC Fund’s equity conversion right to be exercisable immediately,whereupon we expect the IC Fund may exercise its right to convert the loan to equity of JCET-SC ImmediateParent in the near future, subject to the approval of the applicable governmental authority and the shareholdersof JCET.

See “The Change of Control and Related Transactions — Change of Control — The Consortium” forfurther details on the Consortium members and the Consortium arrangements.

Related Party Transactions

JCET and other members of the Consortium are our affiliates. See “The Change of Control and RelatedTransactions — Change of Control — The Consortium” for more details on the Consortium. SMIC providesservices to end customers in the technology sector and subcontracts certain of those services to us. As a result,we have engaged in material transactions with SMIC in the ordinary course of business in the past and weearned revenues on such transactions of $6.6 million, $27.1 million, $39.6 million and $26.6 million in the sixmonths ended 28 June 2015, 2014, 2013 and 2012, respectively. We intend to continue to engage in suchtransactions with SMIC. We also expect to engage in transactions with JCET on an arm’s length basis fromtime to time. We may in certain circumstances require separate approval of a majority of our Board ofDirectors and circumstances may arise in which the interests of our affiliates may conflict with the interests ofour other shareholders and holders of the Notes.

Prior to the Change of Control Date, Temasek, through its wholly-owned subsidiary, STSPL, beneficiallyowned 83.8% of our ordinary shares. Temasek, a private limited company incorporated in Singapore, iswholly-owned by the Minister for Finance, a body corporate constituted by the Minister for Finance(Incorporation) Act (Cap. 183). Temasek is a holding company with investments in a group of companies (the“Temasek Group”). We engage in transactions with companies in the Temasek Group in the ordinary course ofbusiness. These transactions, which include transactions for gas, water and electricity, facilities management,transportation and telecommunication services, are at their prevailing market rates/prices (including whereappropriate, preferential rates and discounts) and on customary terms and conditions. These expensesamounted to $3.1 million, $5.4 million, $5.1 million and $4.8 million for the six months ended 28 June 2015and in 2014, 2013 and 2012, respectively. We also had $0.1 million, $0.1 million, $0.1 million and$0.2 million of cash and cash equivalents placed with Temasek-affiliated financial institutions as of 28 June2015, 28 December 2014, 29 December 2013 and 30 December 2012, respectively.

Our operations in Singapore are conducted in a building constructed on land held on a long termoperating lease from a statutory board of the Government of Singapore. The lease is for a 30-year periodcommencing 1 March 1996 and is renewable for a further 30 years subject to the fulfilment of certainconditions.

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DESCRIPTION OF INDEBTEDNESS AND OTHER MATERIAL CONTRACTS

Description of Certain Indebtedness and Perpetual Securities

Bridge Loan Facility

On 6 August 2015, we entered into the $890.0 million Bridge Loan Facility Agreement with DBS BankLtd. as facility agent, sole mandated lead arranger, bookrunner and underwriter. The purpose of the BridgeLoan Facility is to refinance certain of our outstanding debt. We have drawn down $538.0 million from thisfacility to fund, together with the balance of $194.3 million remaining from the proceeds from the PerpetualSecurities Offering, the Tender Offer, Consent Solicitation and Change of Control Offer in respect of theExisting Notes. Pursuant to the deed of amendment dated 17 November 2015, the amount available under theBridge Facility Agreement has been reduced to $120.0 million, which we may use, together with cash on hand,if necessary, to redeem outstanding Existing Notes.

All amounts borrowed under the Bridge Loan Facility and accrued interest thereon are due on the datefalling six months from the date of the Bridge Loan Facility Agreement, which may (subject to, among otherthings, notice requirements and no default having occurred) be extended twice with the second extension’smaturity date falling 12 months from the date of the Bridge Loan Facility Agreement. The interest payablewill range from 1.50% plus LIBOR (up to and including the original maturity date prior to any extensions) to2.40% plus LIBOR (from the first extension’s maturity date to second extension’s maturity date) per annum.Interest is payable on interest periods elected by us. We are also paying a customary commitment fee from thedate of the Bridge Loan Facility Agreement to the end of the availability period under the Bridge Loan FacilityAgreement.

The Bridge Loan Facility is secured by the Initial Collateral and will be secured by the Additional BridgeCollateral. The Initial Collateral, the Additional Bridge Collateral and the Korea Collateral make up theCollateral. The Collateral will also secure the Notes offered in this offering, on an equal and rateable basispursuant to the security sharing arrangements provided in the Intercreditor Deed. For further details on thesecurity arrangements, see “— Other Material Contracts — Intercreditor Deed.” The Bridge Loan Facility isalso guaranteed by all of our subsidiaries except our China subsidiary and our Thai subsidiaries. For details onthe Collateral, see “Description of Notes — Brief Description of the Notes, the Note Guarantees and theSecurity — Security.”

We may prepay amounts outstanding under the Bridge Loan Facility in whole or in part any time after theday on which the facility has been fully drawn or after expiration of the availability period of this facility. Weare also required to prepay amounts outstanding under this facility upon the occurrence of a change of controlwherein (i) the Consortium, which includes JCET, ceases to directly or indirectly control at least 75% of theeconomic or voting interests in our Company, (ii) JCET ceases to directly or indirectly control at least 50% ofthe economic or voting interests in our Company, or (iii) JCET-SCT ceases to directly own 100% of theordinary shares of our Company that it acquired on the Change of Control Date. In addition, we are required toprepay amounts outstanding under this facility with the net proceeds of any debt issuance, equity issuance,disposal of certain assets and any insurance claim, subject to certain exclusions. Such net proceeds are,pursuant to the terms of the deed of amendment to the Bridge Loan Facility Agreement dated 17 November2015, required to prepay any amounts borrowed under the facility and, solely with respect to net proceedsunder this offering, thereafter be applied to reduce the amount of available funds under the Bridge LoanFacility Agreement. This facility includes certain covenants by us, including restrictions on declaringdividends and on redeeming or making any distribution on the Perpetual Securities; restrictions on theincurrence of additional indebtedness and issuance of share capital; and the maintenance of certain debt toEBITDA and EBITDA to interest expense ratios.

Take-Out Facilities

We have entered into the Take-Out Commitment Letter with the MLABs, dated 4 September 2015,pursuant to which the MLABs have agreed, subject to certain conditions, to make available to us the Take-Out

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Facilities. We intend to use amounts borrowed under the Take-Out Facilities to refinance a portion of theborrowings under the Bridge Loan Facility and certain other debt facilities of our Company and certain of oursubsidiaries. Following the repayment of this indebtedness, we intend to use amounts borrowed under theRevolving Credit Facility for working capital requirements of our Company and our subsidiaries.

The MLABs’ obligation to provide the Take-Out Facilities is subject to the execution of final definitivedocuments by no later than 180 days from the date of the commitment letter (or such later date as agreedbetween the parties thereto). Such definitive documents will include conditions customary for financings ofsuch nature, including (i) receipt of confirmations from at least two of S&P, Fitch or Moody’s that ourCompany’s long-term senior unsecured debt which is not credit-enhanced will have a long-term credit ratingof at least BB-, BB- or B1, as applicable; (ii) receipt of all necessary regulatory approvals and (iii) theCompany remaining majority-owned (directly or indirectly) by JCET.

The following are the terms and conditions of the Take-Out Facilities contemplated under the term sheetappended to the Take-Out Commitment Letter. Our Company will be the borrower under the Take-OutFacilities and the MLABs will act as mandated lead arrangers, bookrunners and underwriters. Additionalsubsidiary co-borrowers may be added for tax or regulatory reasons. The MLABs and any other banks orfinancial institutions selected by the MLABs will be the lenders. The facility agent and security agent will beDBS Bank Ltd. and Citicorp International Limited, respectively.

The conditions precedent to draw down under the Take-Out Facilities will include the successful raisingby us of additional debt financing (which may take the form of either an issuance of new senior secured notesand/or other alternative financing subject to certain conditions as set out in the Take-Out Commitment Letter)in an aggregate amount of at least $400 million. Draw down under the Take-Out Facilities is subject to otherconditions customary for financings of such nature.

The Term Loan Facility will be available for five drawdowns during a period of three months from theAgreement Date. The Revolving Credit Facility will be available for draw down on a revolving basis up to onemonth prior to the final maturity date of the Take-Out Facilities. The Take-Out Maturity date will be fiveyears from the Agreement Date.

The Term Loan Facility is repayable in accordance with an amortising repayment schedule commencing15 months from the Agreement Date and the Revolving Credit Facility is repayable on the Take-Out MaturityDate. The interest payable for the Term Loan Facility will be the Applicable Margin of 3.70% plus LIBOR perannum. An upfront fee of 3.20% of the total principal amounts of the Take-Out Facilities will also be payableto the MLABs. A commitment fee of 40% of the Applicable Margin will also be payable with respect to theRevolving Credit Facility.

The obligations of our Company under the Take-Out Facilities will be secured and guaranteed by all ofour subsidiaries, except our China subsidiary and our Thai subsidiaries. Further, the obligations of ourCompany under the Take-Out Facilities will be secured by the Collateral, on a pari passu basis, with certainhedging obligations and the Notes.

The Take-Out Facilities will contain mandatory prepayment provisions that are customary for financingsof such nature, including but not limited to mandatory prepayment from the proceeds of specified future debtand equity issuances by our Company. The Take-Out Facilities will also include certain covenants limiting,among others, our ability to: dispose assets; create liens; consolidate or merge; incur additional indebtedness;and declare dividends or redeem or make any distribution on the Perpetual Securities. The Take-Out Facilitieswill also require us to maintain certain debt to EBITDA and EBITDA to interest expense ratios, and tosubordinate the Perpetual Securities (and any debt used to refinance the Perpetual Securities) in accordancewith the JCET PERP Refinancing Undertaking.

Further, under the Take-Out Facilities, any MLAB (acting in its sole discretion) will have the right torequire us to redeem in full any outstanding Existing Notes in accordance with the relevant indentures,provided that a MLAB will only be able to require us to redeem any outstanding 2018 Notes as soon aspracticable after 20 March 2016.

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The Take-Out Facilities Agreement will be governed by Singapore law, save for security documents,which shall be governed by such other appropriate laws as may be agreed, and any non-contractual obligationsarising out of or in connection with the Take-Out Facilities will be governed by English law.

The foregoing description of the proposed up to $500 million Take-Out Facilities is based upon thecommitment letter and related term sheet. We have not yet negotiated the Take-Out Facilities Agreement andrelated documents, and the final terms of the Take-Out Facilities are subject to final definitive documentation.Such documentation may contain terms which are in addition to, or different from, the terms set forth above.

Perpetual Securities

On 16 July 2015, we commenced the Perpetual Securities Offering of $200.0 million of our 4% PerpetualSecurities to our then shareholders by way of a non-renounceable rights offering to strengthen our financialposition. The Perpetual Securities Offering closed on 21 August 2015. STSPL had, subject to certainconditions, undertaken to subscribe for its 83.7% pro rata share of the Perpetual Securities and all otherPerpetual Securities not subscribed by our other then shareholders. Pursuant to the undertaking, STSPL hassubscribed for $199.8 million of the Perpetual Securities. On the Change of Control Date, we issued $167.4million of the Perpetual Securities subscribed by that date. We issued the balance $32.6 million of thePerpetual Securities on 21 August 2015. The Bank of New York Mellon, Singapore Branch is the trustee ofthe Perpetual Securities.

The Perpetual Securities constitute our direct, senior and unsecured obligations and rank pari passu withall our other outstanding senior and unsecured and unsubordinated obligations, except our ContractuallySenior Obligations. The Perpetual Securities rank junior to the Contractually Senior Obligations. TheContractually Senior Obligations refer to (1) the Notes offered in this offering, (2) the Existing Notes, (3) theBridge Loan Facility, (4) the Take-Out Facilities for the refinancing of (i) the Bridge Loan Facility, (ii) our upto $75 million revolving credit facility dated 31 July 2014 (as amended in 15 September 2014) from DBSBank Ltd. and (iii) one or more of (a) STATS ChipPAC Korea Ltd.’s up to $120 million loan facility dated26 September 2013 from Hana Bank, (b) STATS ChipPAC Korea Ltd.’s up to $30 million loan facility dated26 September 2014 from Hana Bank and (c) STATS ChipPAC Korea Ltd.’s up to $40 million revolving creditfacility dated 26 September 2014 from Shinhan Bank and (5) our obligations due to any financial institutionthat is a counterparty to a hedging agreement in respect of the Bridge Loan Facility or the Take-Out Facilitiesand is also a lender under such facility that are secured, on a pari passu basis, by the security granted tolenders under the Bridge Loan Facility or the Take-Out Facilities.

The Perpetual Securities have no maturity date. Under the terms and conditions of the PerpetualSecurities, we may at any time (including upon the occurrence of the Step Up Date or a Step Up Event)redeem all but not some of the Perpetual Securities at the Perps Redemption Price. The Perpetual Securitiesconfer a right to receive distributions from the period commencing on their initial issue date on 5 August 2015to the date falling three years after such issue date (the “Step Up Date”) at an initial distribution rate of 4% perannum. Thereafter, if we have not redeemed or repaid the Perpetual Securities, the distribution rate willincrease to 8% per annum in the fourth year following the issue date and will increase by 1% per annum in thefollowing years to a maximum of 12% per annum. In the event of a breach of certain covenants by ourCompany or if any debt of our Company or any of our subsidiaries is declared to be or is capable of beingrendered due and payable prior to its stated maturity or is not paid when due, (any such event or occurrencebeing a “Step Up Event”), the rate of distribution will increase to 12% per annum. We may, in our sole andabsolute discretion, defer payment of any distributions, and any deferred distributions will be cumulative andcompounded, conferring the right to distributions as if it constituted the principal of the Perpetual Securities.

We are subject to certain covenants under the terms and conditions of the Perpetual Securities, includinga restriction on the payment of any discretionary dividends, discretionary distributions or other discretionarypayments on any class of obligations ranking junior to or pari passu with the Perpetual Securities, anobligation to furnish the trustee and holders of the Perpetual Securities with certain financial information, anobligation to disclose our related party transactions and an obligation to comply with the financialmaintenance and incurrence covenants in all of the financial or debt agreements or undertakings of our

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Company or any of our subsidiaries. The terms and conditions of the Perpetual Securities also require us to usecommercially reasonable efforts to redeem the Perpetual Securities at the time of refinancing the Bridge LoanFacility, although our failure to effect such redemption would not be a breach of the terms and conditions ofthe Perpetual Securities nor constitute a Step Up Event (as defined thereunder).

Upon the earlier of the Step Up Date or the date a Step Up Event occurs, holders of at least a majority inaggregate principal amount of the Perpetual Securities then outstanding but excluding any Perpetual Securitiesbeneficially owned by JCET, any party acting in concert with it or its related parties or affiliates (such holdersbeing referred to as “Required Holders”) will have the right from time to time to appoint such number ofdirectors to our Board of Directors as is equal to the proportion of the aggregate principal amount of thePerpetual Securities then outstanding to our total indebtedness (excluding any indebtedness owed to JCET,any party acting in concert with its or its related parties or affiliates), but such number will always be less thanthe majority of directors. Upon such appointment, the Required Holders agree not to change any of ourexisting corporate governance procedures to provide any such appointees with disproportional voting rights. Inaddition, upon the earlier of the Step Up Date or the date a Step Up Event occurs, any matter requiringshareholder approval will also require the written approval of the Required Holders.

Pursuant to the Deed Poll Undertaking and Guarantee in favour of the holders of the Perpetual Securities,JCET has unconditionally and irrevocably agreed to procure and ensure that we exercise our right to redeemall of the Perpetual Securities upon the Step Up Date or a Step Up Event (that occurs after the Step Up Date).In addition, pursuant to the Deed Poll Undertaking and Guarantee, in the event that we do not redeem all ofthe Perpetual Securities in accordance with the terms and conditions of the Perpetual Securities and by thetime specified for a redemption in connection with a Step Up Date or a Step Up Event (that occurs after theStep Up Date), each holder of the Perpetual Securities will have the right to require (i) JCET to purchase all ofthe Perpetual Securities held by the holder at the Perps Redemption Price or (ii) JCET, pursuant to aguarantee, to pay to the holder, with respect to the Perpetual Securities held by such holder, the PerpsRedemption Price on our behalf. Xinchao, a substantial shareholder of JCET, has, in turn, unconditionally andirrevocably pursuant to the Deed Poll Undertaking and Guarantee, undertaken to procure the performanceof, and has guaranteed the obligations and payments by, JCET under the Deed Poll Undertaking andGuarantee.

In addition, JCET has agreed in a deed of undertaking dated 6 August 2015 with as Common SecurityAgent under the Intercreditor Deed, for the benefit of holders of the Notes and certain other senior creditors, to(and to cause us to) cause (1) the Perpetual Securities to be amended so that they become subordinated tocertain senior debt of our Company, including the Bridge Loan Facility, the Existing Notes, the Notes, theTake-Out Facilities (once executed), certain hedging obligations and other debt as permitted under theIntercreditor Deed and the indenture governing the Notes, and (2) the holders (or trustee) of the PerpetualSecurities to accede to the Intercreditor Deed as unsecured, subordinated creditor(s), in each case, within sixmonths of the third anniversary of the first issue date of the Perpetual Securities. The first issue date of thePerpetual Securities was the Change of Control Date. The deed of undertaking provides that JCET (or a partydesignated by it, other than our Company or any of our subsidiaries) is not restricted from purchasing all of thePerpetual Securities so long as JCET (or such other purchaser), upon becoming the holder of the PerpetualSecurities, accedes to the Intercreditor Deed as a subordinated debt creditor and causes the terms andconditions of the Perpetual Securities to be subordinated to the Senior Debt. JCET has also agreed not to (norpermit Xinchao to) amend, modify or waive any term of the deed poll described above that could delay,terminate or otherwise limit either JCET’s or Xinchao’s guarantee of, or obligation to purchase, the PerpetualSecurities, in each case, without the prior written consent of the common security agent under the IntercreditorDeed (acting on the instructions of the majority senior creditors in accordance with the Intercreditor Deed) andeach other senior creditor representative acting on behalf of any other holders of the Contractually SeniorObligations. See “Description of Notes” for more details on the Senior Creditors, the Senior Debt and theIntercreditor Deed. See “Risk Factors — Risks Relating to the Notes — Our substantial indebtedness couldadversely affect our financial health and prevent us from fulfiling our obligations under our notes” for furtherdetails on the consequences of our indebtedness.

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We used $5.7 million of the proceeds from the Perpetual Securities Offering, together with proceeds fromthe repayment of the $126.7 million Intercompany Loan to us (as described under “The Change of Control andRelated Transactions — Taiwan Restructuring”), to repay $132.4 million of our bank loans that became dueand payable upon the Change of Control. We used the balance of $194.3 million remaining from the proceedsfrom the Perpetual Securities Offering, together with borrowings of $538.0 million under the Bridge LoanFacility, to fund the Tender Offer, Consent Solicitation and Change of Control Offer in respect of the ExistingNotes.

$74.5 million 4.5% Senior Notes due 2018

On 20 March 2013, we issued $611.2 million of the 2018 Notes pursuant to an indenture dated as of20 March 2013 between our Company and The Bank of New York Mellon, as trustee. The 2018 Notes are oursenior obligations and are listed on the SGX-ST.

The 2018 Notes are guaranteed, on a senior basis, by all of our existing subsidiaries (except our Chinasubsidiary) and our future restricted subsidiaries (except where prohibited by local law).

The 2018 Notes will mature on 20 March 2018, bearing interest at the rate of 4.5% per annum payablesemi-annually on 20 March and 20 September of each year, commencing 20 September 2013. Prior to20 March 2016, we may redeem all or part of these notes at any time by paying a “make-whole” premium plusaccrued and unpaid interest. We may redeem all, but not less than all, of these notes at any time in the event ofcertain changes affecting withholding taxes at 100% of their principal amount plus accrued and unpaidinterest. At any time on or after 20 March 2016, we may redeem all or a part of these notes at any time at theredemption prices specified under the terms and conditions of these notes plus accrued and unpaid interest. Inaddition, prior to 20 March 2016, we may redeem up to 35% of these notes with the net proceeds from certainequity offerings. Certain of the 2018 Notes were issued in exchange for the 2015 Notes and we used the netproceeds from the offering of the balance 2018 Notes to redeem the remaining 2015 Notes.

On 6 August 2015, we entered into the Intercreditor Deed and a supplemental indenture to the indenturegoverning the 2018 Notes to secure these notes with the Collateral on an equal and rateable basis as the BridgeLoan Facility and future secured debt that may be issued (including the Notes offered in this offering). Forfurther details on such security arrangements, see “— Other Material Contracts — Intercreditor Deed.”

Upon a change of control as defined in the indenture governing the 2018 Notes, we are required to make,or another third party may make, an offer to repurchase the 2018 Notes at 101% of the principal amount ofthese notes plus accrued and unpaid interest within 30 days from such change of control. The Change ofControl constituted a change of control under the terms of the 2018 Notes. Accordingly, on 16 October 2015,we completed the Change of Control Offer pursuant to the Change of Control Notice and Offer Documentdated 4 September 2015. In addition, pursuant to the Tender Offer and Consent Solicitation, we solicitedconsents of holders of the 2018 Notes to release the rights of holders of the 2018 Notes in the Initial Collateraland to adopt amendments to the indenture governing the 2018 Notes that would eliminate or modifysubstantially all of the restrictive covenants, certain reporting obligations, certain events of default and certainother provisions under the indenture. We repurchased $536.7 million in principal amount of the 2018 Notes,representing 87.8% of the 2018 Notes, for a total consideration (including accrued interest and premium) of$544.4 million in the Tender Offer and Consent Solicitation and the Change of Control Offer. We used thebalance of $194.3 million available from the proceeds from the Perpetual Securities Offering, together withborrowings of $538.0 million under the Bridge Loan Facility, to fund the Tender Offer and ConsentSolicitation and the Change of Control Offer in respect of the 2018 Notes. Following the completion of theTender Offer and Consent Solicitation and the Change of Control Offer, there are $74.5 million in principalamount of the 2018 Notes currently outstanding.

$41.4 million 5.375% Senior Notes due 2016

On 12 January 2011, we issued $200.0 million of the 2016 Notes pursuant to an indenture dated as of12 January 2011 between our Company and The Bank of New York Mellon, as trustee. The 2016 Notes areour senior obligations and are listed on the SGX-ST.

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The 2016 Notes are guaranteed, on a senior basis, by all of our existing subsidiaries (except our Chinasubsidiary) and our future restricted subsidiaries (except where prohibited by local law).

The 2016 Notes will mature on 31 March 2016, bearing interest at the rate of 5.375% per annum payablesemi-annually on 31 March and 30 September of each year, commencing 31 March 2011. Prior to 31 March2014, we may redeem all or part of these notes at any time by paying a “make-whole” premium plus accruedand unpaid interest. We may redeem all, but not less than all, of these notes at any time in the event of certainchanges affecting withholding taxes at 100% of their principal amount plus accrued and unpaid interest. Atany time on or after 31 March 2014, we may redeem all or a part of these notes at any time at the redemptionprices specified under the terms and conditions of these notes plus accrued and unpaid interest. In addition,prior to 31 March 2014, we may redeem up to 35% of these notes with the net proceeds from certain equityofferings.

On 6 August 2015, we entered into the Intercreditor Deed and a supplemental indenture to the indenturegoverning the 2016 Notes to secure these notes with the Collateral on an equal and rateable basis as the BridgeLoan Facility and future secured debt that may be issued (including the Notes offered in this offering). Forfurther details on such security arrangements, see “Description of Indebtedness and Other Material Contracts— Other Material Contracts — Intercreditor Deed.”

Upon a change of control as defined in the indenture governing the 2016 Notes, we are required to make,or another third party may make, an offer to repurchase the 2018 Notes at 101% of the principal amount ofthese notes plus accrued and unpaid interest within 30 days from such change of control. The Change ofControl constituted a change of control under the terms of the 2016 Notes. Accordingly, on 16 October 2015,we completed the Change of Control Offer pursuant to the Change of Control Notice and Offer Documentdated 4 September 2015. In addition, pursuant to the Tender Offer and Consent Solicitation, we solicitedconsents of holders of the 2016 Notes to release the rights of holders of the 2016 Notes in the Initial Collateraland to adopt amendments to the indenture governing the 2016 Notes that would eliminate or modifysubstantially all of the restrictive covenants, certain reporting obligations, certain events of default and certainother provisions under the indenture. We repurchased $158.6 million in principal amount of the 2016 Notes,representing 79.3% of the 2016 Notes, for a total consideration (including accrued interest and premium) of$160.8 million in the Tender Offer and Consent Solicitation and the Change of Control Offer. We used thebalance of $194.3 million available from the proceeds from the Perpetual Securities Offering, together withborrowings of $538.0 million under the Bridge Loan Facility, to fund the Tender Offer and ConsentSolicitation and the Change of Control Offer in respect of the 2016 Notes. Following the completion of theTender Offer and Consent Solicitation and the Change of Control Offer, there are $41.4 million in principalamount of the 2018 Notes currently outstanding.

Lines of Credit and Other Borrowings

On 26 September 2014, our subsidiary, STATS ChipPAC Korea Ltd. entered into a $40.0 millioncommitted revolving credit facility with Shinhan Bank and a $30.0 million committed revolving credit facilitywith Hana Bank. The purpose of these facilities is to finance the purchase of materials and capitalexpenditures. On 3 March 2015, the $40.0 million committed revolving credit facility with Shinhan Bank wasamended into a South Korean Won 22.0 billion and a $20.0 million committed revolving credit facility, withthe total amount of facility remaining at $40.0 million regardless of the exchange rate fluctuation betweenSouth Korean Won and U.S. dollar. The principal of the loan with Shinhan Bank is payable on maturity inMarch 2018 with respect to the South Korean Won 22.0 billion committed revolving credit facility andSeptember 2017 with respect to the $20.0 million committed revolving credit facility. The interest on the loanis payable on a monthly basis. The U.S. dollar and South Korean Won denominated loan bears interest at therate of 2% and 3% per annum, respectively. As of 28 June 2015, $40.0 million was outstanding under theShinhan Bank revolving facility. The principal of the loan with Hana Bank is payable on maturity inSeptember 2017. The interest of the loan is payable on a monthly basis. The loan bears interest at the rate of3% per annum. As of 28 June 2015, $30.0 million was outstanding under the Hana Bank revolving facility.

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On 26 September 2013, our subsidiary, STATS ChipPAC Korea Ltd. entered into a $120.0 millionfive-year secured term loan with Hana Bank. The purpose of the loan is to finance capital expenditures. Thefacility is collateralised by equipment located at our South Korean subsidiary and following completion ofconstruction, our South Korean subsidiary’s new facility in the Incheon Free Economic Zone. The principal ofthe loan is payable on maturity in September 2018. The interest of the loan is payable on a monthly basis. Theloan bears interest at the rate of 4% per annum. As of 28 June 2015, $110.0 million was outstanding under thisfacility.

On 29 August 2012, we obtained a $50.0 million revolving credit facility from DBS Bank Ltd. On26 September 2013, the availability of the revolving credit facility was extended until February 2015 and thefacility amount was increased to $75.0 million. In July 2014, the revolving credit facility was extended untilFebruary 2016. The purpose of the facility was for our general corporate funding. The principal of and intereston the loan are payable on maturity. The maturity of revolving credit facility was further extended by mutualagreement with DBS Bank Ltd. on the understanding that the revolving credit facility will form part of theTake-Out Facilities. The loan bears interest at the rate of 1% per annum. As of 28 June 2015, $75.0 millionwas outstanding under this facility.

Other Material Contracts

Intercreditor Deed

On 6 August 2015, our Company, STATS ChipPAC (Barbados) Ltd, ChipPAC International CompanyLimited, STATS ChipPAC (BVI) Limited, STATS ChipPAC Malaysia Sdn. Bhd., STATS ChipPAC KoreaLtd. and STATS ChipPAC, Inc. entered into the Intercreditor Deed with DBS Bank Ltd. as original lender,facility agent and arranger under the Bridge Loan Facility Agreement, The Bank of New York Mellon astrustee for the Existing Notes, Citicorp International Limited, as Common Security Agent, and Citibank KoreaInc. as Korean Security Agent. On 7 October 2015, after receipt of the requisite consents from holders ofExisting Notes of both series tendered in the Tender Offer and Consent Solicitation and payment therefor, therights of holders of the Existing Notes in the Collateral were released.

The Trustee is expected to accede to the Intercreditor Deed upon the closing of this offering, to effect thegrant of equal and rateable security over the Collateral in favour of holders of the Notes.

The Intercreditor Deed provides, among other things, that (i) the Senior Creditors (as defined in“Description of Notes”) that enter into the Intercreditor Deed (the “Intercreditor Senior Creditors”) shall shareequal priority and pro rata entitlement in and to the Collateral, (ii) the conditions under which the IntercreditorSenior Creditors will consent to the granting of any lien on such Collateral, (iii) the Collateral may be releasedonly in accordance with the terms of the Senior Finance Documents (as defined in “Description of Notes”),and (iv) the conditions under which the Intercreditor Senior Creditors may enforce their rights with respect tosuch Collateral and the Senior Debt secured thereby.

The Intercreditor Deed also sets forth the terms on which the Common Security Agent may enforce therights of the Intercreditor Senior Creditors with respect to the Collateral and release the Collateral on behalf ofthe Intercreditor Senior Creditors, provided that certain necessary conditions are met, for example, in the caseof the distressed sale of Collateral.

In addition, pursuant to the terms of the Intercreditor Deed, certain other classes of debt are to besubordinated to certain senior debt of our Company, including the Bridge Loan Facility, the Existing Notes,the Notes, the Take-Out Facilities, certain hedging obligations and other debt as permitted under theIntercreditor Deed and their repayment is to be delayed until such senior debt is paid off, including (a) intra-group debt (“Intra-Group Debt”) and (b) debt owed by any person, who is a party to the Intercreditor Deed andis providing collateral that is subject to the Intercreditor Deed (an “Obligor”), to a subordinated creditor whohas acceded to the Intercreditor Deed as a subordinated debt creditor (the “Subordinated Debt” and a“Subordinated Debt Creditor,” respectively), including, upon such accession, the holder or trustee appointed toact for and on behalf of any holder of Perpetual Securities. In the case of the Intra-Group Debt, and theSubordinated Debt, no Obligor may incur any liabilities to an intra-group lender or to a Subordinated Debt

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Creditor unless, among other things, such debt is subordinated to the Senior Creditors and repayment may bedelayed in accordance with the terms of the Intercreditor Deed.

Security Documents

Except where stated otherwise, the security documents set forth below were each entered into on6 August 2015 to provide for the grant of the Collateral to secure the Senior Debt, as further described in“Description of Notes — Brief Description of the Notes, the Note Guarantees and the Security — Security.”

Our Company

Our Company entered into (i) a first priority debenture with the Common Security Agent governed by thelaws of Singapore; (ii) a patent security agreement together with STATS ChipPAC Inc. and the CommonSecurity Agent governed by the laws of the State of New York, and (iii) a trademark security agreementtogether with STATS ChipPAC, Inc. and the Common Security Agent governed by the laws of the State ofNew York. The patent security agreement and the trademark security agreement were executed pursuant to theterms of the first priority debenture and, together with the debenture, create a security interest, in favour of theCommon Security Agent, on substantially all assets of our Company, subject to customary exceptions.

Our Company entered into a first priority mortgage with Citicorp International Limited as mortgagee. Themortgage creates a security interest, in favour of the Common Security Agent, over our Company’s propertylocated at 5 Yishun Street 23, Singapore 768442 and is governed by the laws of Singapore.

Our Company together with Mrs. Poh Heng and Mr. Tan Lay Koon (each as shareholders of STATSChipPAC (Thailand) Limited) entered into a first priority share pledge agreement with the Common SecurityAgent. The share pledge agreement creates a security interest, in favour of the Common Security Agent, overall of our Company’s, Mrs. Poh Heng’s and Mr. Tan Lay Koon’s shares in STATS ChipPAC (Thailand)Limited and is governed by the laws of Thailand. Mrs. Poh Heng has since been replaced by Mr. Woo KwekKiong as a director of STATS ChipPAC (Thailand) Limited and Mrs. Poh Heng has transferred her sole sharein STATS ChipPAC (Thailand) Limited to Mr. Woo Kwek Kiong. Mr. Woo Kwek Kiong is in the process ofexecuting the relevant documentation to pledge his sole share in STATS ChipPAC (Thailand) Limited to theCommon Security Agent.

Our Company together with Mrs. Poh Heng and Mr. Ong Meng Hwee (each as shareholders of STATSChipPAC Services (Thailand) Limited) entered into a first priority share pledge agreement with the CommonSecurity Agent. The share pledge agreement creates a security interest, in favour of the Common SecurityAgent, over all of our Company’s, Mrs. Poh Heng’s and Mr. Ong Meng Hwee’s shares in STATS ChipPACServices (Thailand) Limited and is governed by the laws of Thailand. Mrs. Poh Heng has since been replacedby Mr. Woo Kwek Kiong as a director of STATS ChipPAC Services (Thailand) Limited and Mrs. Poh Henghas transferred her sole share in STATS ChipPAC Services (Thailand) Limited to Mr. Woo Kwek Kiong.Mr. Woo Kwek Kiong is in the process of executing the relevant documentation to pledge his sole share inSTATS ChipPAC Services (Thailand) Limited to the Common Security Agent.

Our Company entered into a first priority share pledge with the Common Security Agent. The sharepledge creates a security interest, in favour of the Common Security Agent, over all of our Company’s sharesin ChipPAC and is governed by the laws of the State of New York.

On 1 October 2015, our Company entered into a Hong Kong charge over accounts with the CommonSecurity Agent. The Hong Kong charge over accounts creates a first priority charge in favour of the CommonSecurity Agent over certain of our Company’s bank accounts and is governed by the laws of Hong Kong.

STATS ChipPAC Inc.

STATS ChipPAC Inc. entered into a first priority share charge with the Common Security Agent. Theshare charge creates a security interest, in favour of the Common Security Agent, over all of STATS ChipPACInc.’s shares in STATS ChipPAC (Barbados) Ltd. and is governed by the laws of Barbados.

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STATS ChipPAC Inc. entered into a first priority equitable mortgage with the Common Security Agent.The equitable mortgage creates a security interest, in favour of the Common Security Agent, over all ofSTATS ChipPAC Inc.’s shares in ChipPAC International Company Limited and is governed by the laws of theBritish Virgin Islands.

STATS ChipPAC Inc. entered into (i) a first priority security agreement with the Common SecurityAgent; (ii) a patent security agreement together with our Company and the Common Security Agent; (iii) asupplemental patent security agreement, dated 1 October 2015, together with our Company and the CommonSecurity Agent; (iv) a copyright security agreement, dated 1 October 2015, with the Common Security Agent;and (v) a trademark security agreement together with our Company and the Common Security Agent. Thepatent security agreement, the supplemental patent security agreement, the copyright security agreement andthe trademark security agreement were executed pursuant to the first priority security agreement and, togetherwith the first priority security agreement, create a security interest, in favour of the Common Security Agent,on substantially all assets of STATS ChipPAC Inc., subject to certain exceptions, and are each governed bythe laws of the State of New York.

STATS ChipPAC (Barbados) Ltd., STATS ChipPAC (BVI) Limited, STATS ChipPAC Korea Ltd. and ChipPACInternational Company Limited

STATS ChipPAC (Barbados) Ltd. entered into a first priority debenture with the Common SecurityAgent. The debenture creates a security interest, in favour of the Common Security Agent, on substantially allof the assets of STATS ChipPAC (Barbados) Ltd., subject to certain exceptions, and is governed by the lawsof Barbados.

STATS ChipPAC (Barbados) Ltd. entered into a first priority equitable mortgage with the CommonSecurity Agent. The equitable mortgage creates a security interest, in favour of the Common Security Agent,over all of STATS ChipPAC (Barbados) Ltd.’s shares in STATS ChipPAC (BVI) Limited and is governed bythe laws of the British Virgin Islands.

STATS ChipPAC (BVI) Limited entered into a first priority share charge with the Common SecurityAgent. The share charge creates a security interest, in favour of the Common Security Agent, over all ofSTATS ChipPAC (BVI) Limited’s shares in STATS ChipPAC Malaysia Sdn. Bhd. and is governed by thelaws of Malaysia.

STATS ChipPAC (BVI) Limited and ChipPAC International Company Limited entered into a firstpriority debenture with the Common Security Agent. The debenture creates a security interest, in favour of theCommon Security Agent, on substantially all of the assets of STATS ChipPAC (BVI) Limited and ChipPACInternational Company Limited, subject to certain exceptions, and is governed by the laws of the BritishVirgin Islands.

STATS ChipPAC (BVI) Limited and STATS ChipPAC (Barbados) Ltd. entered into a first priority unit-kun pledge agreement with the Korean Security Agent as pledgee. The unit-kun pledge agreement creates asecurity interest, in favour of the Korean Security Agent, over all of STATS ChipPAC (BVI) Limited’s andSTATS ChipPAC (Barbados) Ltd.’s units in STATS ChipPAC Korea Ltd. and is governed by the laws ofKorea.

STATS ChipPAC (BVI) Limited entered into a first priority account-kun pledge agreement with theKorean Security Agent as pledgee. The account-kun pledge agreement creates a security interest, in favour ofthe Korean Security Agent, over certain bank accounts of STATS ChipPAC (BVI) Limited situated in Koreaand is governed by the laws of Korea.

STATS ChipPAC Korea Ltd. entered into a first priority account-kun pledge agreement with the KoreanSecurity Agent as pledgee. The account-kun pledge agreement creates a security interest, in favour of theKorean Security Agent, over certain bank accounts of STATS ChipPAC Korea Ltd. situated in Korea and isgoverned by the laws of Korea.

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Account Security Agreements and Deposit Account Control Agreements

Our Company, ChipPAC International Company Limited, STATS ChipPAC (BVI) Limited and STATSChipPAC (Barbados) Ltd. have each entered into separate account security agreements and deposit accountcontrol agreements with the Common Security Agent. These account security agreements together with theapplicable deposit account control agreements create a perfected security interest in various bank accounts inthe United States held by our Company, ChipPAC International Company Limited, STATS ChipPAC (BVI)Limited and STATS ChipPAC (Barbados) Ltd. and are each governed by the laws of the State of New York.The first priority security agreement entered into by STATS ChipPAC Inc. in favour of the Common SecurityAgent, together with the applicable deposit account control agreements, create a perfected security interest invarious bank accounts held in the United States by STATS ChipPAC Inc. and are each governed by the lawsof the State of New York.

Technical Services Agreement

Following the completion of the Capital Reduction and Distribution, to enable the smooth continuation ofthe business and operational relationships of our Company and the Taiwan Entities on the Change of ControlDate, upon the completion of the Capital Reduction and Distribution, we and the Taiwan Entities entered intothe Technical Services Agreement, pursuant to which the Taiwan Entities have agreed to provide us withcertain services, including wafer bumping, processing and probing services or deliver to us the materials (e.g.wafers, die or other components) on which these services have been performed. The initial term of theTechnical Services Agreement is five years, which may be extended by mutual agreement.

Under the Technical Services Agreement, we have agreed that the aggregate amount of service fees(collectively, the “Eligible Revenue”) we will pay to the Taiwan Entities in each successive 12-month periodduring the term of the Technical Services Agreement (commencing on the date of entry into the TechnicalServices Agreement, provided the last contract year ends on the last day of the term of the Technical ServicesAgreement (a “Contract Year”)) shall not be less than the Minimum Spend. The amount of the MinimumSpend shall be reduced over the five-year term from $95.0 million to $51.4 million. The Minimum Spend wasdetermined based on the revenue streams which the Taiwan Entities received for the provision of services tous or our customers prior to the completion of the Capital Reduction and Distribution.

In the event that the Eligible Revenue in any Contract Year (other than the final Contract Year) falls shortof the Minimum Spend for that Contract Year, we are allowed to defer a portion of the shortfall to thefollowing Contract Year (the “Deferred Revenue”). Deferred Revenue in respect of any Contract Year mayonly be deferred once, and only to the Contract Year immediately following the Contract Year in which theDeferred Revenue arises.

In the event that the amount of Eligible Revenue derived by a Taiwan Entity in a Contract Year (aftertaking into account any Deferred Revenue) falls short of the Minimum Spend for such Contract Year, we arerequired to pay such Taiwan Entity liquidated damages in the amount of such shortfall.

We have undertaken under the Technical Services Agreement to cooperate with and assist each of theTaiwan Entities to facilitate the transfer of employment of employees critical to the operations of the TaiwanEntities to the relevant Taiwan Entity. Further, we have agreed to certain non-solicitation provisions in respectof any person employed by each Taiwan Entity in any executive, managerial, technical, sales, consultative orcreative capacity during the term of the Technical Services Agreement, and for a further 12 months after itstermination.

We have granted to each of the Taiwan entities under the Technical Services Agreement a non-exclusive,perpetual, irrevocable, fully paid up worldwide right and licence to use our intellectual property rights, and, inthe case of intellectual property rights owned by a third party, to procure on a best efforts basis for the TaiwanEntities, such right and licence on similar terms.

We or the Taiwan Entities are able to terminate the Technical Services Agreement in a limited set ofcircumstances relating to the winding up, insolvency or dissolution of the parties, or in the case of eachTaiwan Entity’s termination right, in the event of our continued failure to pay any sum due to such TaiwanEntity within 14 days of a notice or demand for payment thereof having been served on us.

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In addition, the Technical Services Agreement will terminate with respect to a Taiwan Entity if there is atransfer which occurs at any time after 18 months from the commencement of the Technical ServicesAgreement of the interest of STSPL or that of any company among certain specified companies in the sharesof such Taiwan Entity to any company among certain specified companies. In such event, the term of theTechnical Services Agreement with respect to STATS Taiwan Semiconductor will terminate six months afterany such transfer, and with respect to STATS Taiwan, 12 months after any such transfer.

Singapore Land Lease

We lease the land on which our Singapore facility is situated under a long-term operating lease from theHousing and Development Board, a statutory board of the Government of Singapore, pursuant to a leaseagreement dated 18 November 1996. The lease is for a 30-year period commencing 1 March 1996, and isrenewable for a further 30 years subject to the fulfilment of certain conditions. The rent is S$78,615(approximately $58,251) per month, excluding goods and services tax after deducting a rebate offered by thelandlord, subject to revision to market rate in March of each year, with the increase capped at 4% per annum.In July 2004, the rate of rental increase was changed from a cap of 4% per annum to a cap of the lower of5.5% per annum of the preceding annual rental rate or to the prevailing rental rate posted by the Housing andDevelopment Board. The new rates became effective in September 2004.

Freescale License Agreement

We have licensed patent rights from Freescale to use technology in manufacturing BGA packages underan agreement which we initially entered into with Motorola, Inc. in October 1996. In 2011, the parties enteredinto an amendment agreement to, among other things, extend the term of the original agreement until30 December 2015.

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DESCRIPTION OF NOTES

You can find the definitions of certain terms used in this description under the subheading “CertainDefinitions.” In this description, the name “STATS ChipPAC” refers only to STATS ChipPAC Ltd. and not toany of its subsidiaries. For the purposes of this description, the term “notes” refers to STATSChipPAC’s 8.5% Senior Secured Notes due 2020.

STATS ChipPAC will issue the notes under an indenture between itself and The Bank of New YorkMellon, as Trustee in a private transaction that is not subject to the registration requirements of theU.S. Securities Act of 1933, as amended (the “Securities Act”). See “Transfer Restrictions.” The NoteGuarantees will be made pursuant to a subsidiary guarantee agreement among the Guarantors, STATSChipPAC and the Trustee. The indenture, the notes and the Note Guarantees will be subject to the IntercreditorDeed (as defined herein). The Security Documents referred to below under the caption “— Brief Descriptionof the Notes, the Note Guarantees and the Security — Security” define the terms of the security for the benefitof the notes and the Note Guarantees.

The following description is a summary of the material provisions of the indenture, the subsidiaryguarantee agreement, the Intercreditor Deed and the Security Documents. It does not restate those agreementsin their entirety. We urge you to read the indenture, the subsidiary guarantee agreement, the Intercreditor Deedand the Security Documents because they, and not this description, define your rights as holders of the notes(“Holders”). Copies of the indenture, the subsidiary guarantee agreement, the Intercreditor Deed and theSecurity Documents are available as set forth below under “— Additional Information.” Certain defined termsused in this description but not defined below under “— Certain Definitions” have the meanings assigned tothem in the indenture.

The registered Holder of a note will be treated as the owner of it for all purposes. Only registered Holderswill have rights under the indenture.

Brief Description of the Notes, the Note Guarantees and the Security

The Notes

The notes will be:

• general senior obligations of STATS ChipPAC;

• at least pari passu in right of payment with all existing and future senior Indebtedness of STATSChipPAC;

• secured on an equal and ratable basis with all Senior Debt (as defined below), including any AdditionalPari Passu Debt (as defined below) under the terms of the Intercreditor Deed (as defined below) by firstpriority Liens on the Collateral (as described below under the caption “— Security”) provided bySTATS ChipPAC or the Guarantors (subject to Permitted Liens);

• senior in right of payment to any existing and future subordinated Indebtedness of STATS ChipPACthat expressly provides that it is subordinated to the notes;

• unconditionally guaranteed by the Guarantors on a senior basis; and

• effectively subordinated to STATS ChipPAC’s existing and future secured debt that is secured by assetsthat do not secure the notes, to the extent of the value of the assets securing such debt. See descriptionof the assets that will not be included in the Collateral under the section entitled “— Security” below.

The notes will also be effectively subordinated to all existing and future obligations of STATSChipPAC’s subsidiaries that are not Guarantors. See “Risk Factors — Risks Relating to the Notes — Ourability to pay our obligations under the Notes may be reduced because our China subsidiary and our Thaisubsidiaries, which in the aggregate accounted for 19.7% of our pro forma consolidated assets as of 28 June2015 and 27.6% and 24.9% of our pro forma consolidated net revenues in the six months ended 28 June 2015and in 2014, respectively, will not be subsidiary guarantors of the Notes.”

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The Note Guarantees

The notes will be guaranteed by the Guarantors. Each Note Guarantee of a Guarantor will be:

• a general senior obligation of that Guarantor;

• at least pari passu in right of payment with all existing and future senior Indebtedness of thatGuarantor;

• secured as set forth below under the caption “— Security”;

• senior in right of payment to all existing and any future obligations of that Guarantor that expresslyprovides that it is subordinated to the Note Guarantee; and

• effectively subordinated to such Guarantor’s existing and future secured debt that is secured by assetsthat do not secure the notes, to the extent of the value of the assets securing such debt. See descriptionof the assets that will not be included in the Collateral under the section entitled “— Security” below.

The Note Guarantees will be joint and several obligations of the Guarantors. The obligations of eachGuarantor under each Note Guarantee will be limited as necessary to prevent that Note Guarantee fromconstituting a fraudulent conveyance under applicable law. See “Risk Factors — Risks Relating to the Notes— Fraudulent conveyance, corporate benefit and capital maintenance laws and other limitations may permitcourts to void our subsidiaries’ guarantees of the Notes in specific circumstances, which would interfere withpayment under our subsidiaries’ guarantees and adversely affect the validity and enforceability of theguarantees of the Notes.”

The notes will be guaranteed by all of our Subsidiaries, except certain non-guarantor Subsidiaries asprovided below. As of the date hereof, our Subsidiaries are STATS ChipPAC, Inc., ChipPAC InternationalCompany Limited, STATS ChipPAC (Barbados) Ltd., STATS ChipPAC (BVI) Limited, STATS ChipPACMalaysia, STATS ChipPAC (Thailand) Limited, STATS ChipPAC Services (Thailand) Limited, STATSChipPAC Shanghai Co. Ltd. and STATS ChipPAC Korea.

In the event of a bankruptcy, liquidation or reorganisation of a non-guarantor Subsidiary, the applicablenon-guarantor Subsidiary will pay the holders of its debt and its trade and other creditors before it will be ableto distribute any of its remaining assets to us. The Non-Guarantor Restricted Subsidiaries are initially STATSChipPAC (Thailand) Limited, STATS ChipPAC Services (Thailand) Limited and STATS ChipPAC ShanghaiCo. Ltd. See “Risk Factors — Risks Relating to the Notes — Our ability to pay our obligations under theNotes may be reduced because our China subsidiary and our Thai subsidiaries and, which in the aggregateaccounted for 19.7% of our pro forma consolidated assets as of 28 June 2015 and 27.6% and 24.9% of our proforma consolidated net revenues in the six months ended 28 June 2015 and in 2014, respectively, will not besubsidiary guarantors of the Notes.”

In the six months ended 28 June 2015 and the year ended 28 December 2014, our non-guarantorSubsidiaries, after eliminations of transactions and balances within these entities (but before taking intoaccount any transactions and balances between our non-guarantor Subsidiaries, the Guarantors and STATSChipPAC), generated $241.0 million and $519.7 million of net revenues (33.6% and 32.8% of ourconsolidated net revenues) and $(0.3) million and $10.3 million of operating income (loss) (2.9)% and 25.7%of our consolidated operating income). As of 28 June 2015, our non-guarantor Subsidiaries held $742.6million of assets (30.1% of our total consolidated assets). Our non-guarantor Subsidiaries accounted for 19.7%of our pro forma consolidated assets as of 28 June 2015 and 27.6% of our pro forma consolidated net revenuesin the six months ended 28 June 2015. For historical information regarding the non-guarantor Subsidiaries ofthe notes, see note 32 in the STATS ChipPAC consolidated financial statements for the year ended28 December 2014.

STATS ChipPAC has agreed that it will, and will cause any future Subsidiary of STATS ChipPAC whoseprincipal business is located in Korea that becomes a Restricted Subsidiary to (a) submit all applications anddocumentation necessary to obtain all required regulatory approvals, including, without limitation, regulatoryapproval from the Bank of Korea, required for the valid issuance of Note Guarantees by such future KoreaSubsidiary (the “Korea Approvals”) and (b) use commercially reasonable efforts to obtain the Korea

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Approvals and validly issue Note Guarantees by such Subsidiary (the “Korea Guarantees”). STATS ChipPACwill cause any such future Korea Subsidiary to provide the Korea Guarantees within five Business Days ofreceipt of the Korea Approvals. If STATS ChipPAC and any future Korea Subsidiary are unable to obtain theKorea Approvals to issue the Korea Guarantees, STATS ChipPAC has agreed that it will not, and will causesuch future Korea Subsidiary not to grant any guarantee for the benefit of any creditors or other holders ofsecurities without in any such case at the same time providing the Korea Guarantees for the benefit of theHolders of the notes.

Due to certain required regulatory approvals in connection with the granting of guarantees in Malaysia,STATS ChipPAC Malaysia was required to obtain, and successfully obtained, regulatory approval prior toguaranteeing the notes. STATS ChipPAC has agreed that it will, and will cause any future Subsidiary ofSTATS ChipPAC whose principal business is located in Malaysia that becomes a Restricted Subsidiary to(a) submit all applications and documentation necessary to obtain all required regulatory approvals, including,without limitation, regulatory approval from the Bank Negara Malaysia required for the valid issuance of NoteGuarantees by such Subsidiary and (b) use commercially reasonable efforts to obtain such approvals andvalidly issue Note Guarantees by such Subsidiary. If STATS ChipPAC and any future Subsidiary of STATSChipPAC whose principal business is located in Malaysia that becomes a Restricted Subsidiary are unable toobtain the necessary approvals from the Bank Negara Malaysia and for so long as such Subsidiary does notbecome a Guarantor, STATS ChipPAC has agreed that it will not, and will cause any future Subsidiary ofSTATS ChipPAC whose principal business is located in Malaysia that becomes a Restricted Subsidiary not togrant any guarantee for the benefit of any creditors or other holders of securities without at the same timeproviding a Note Guarantee for the benefit of the Holders of the notes.

Due to regulatory restrictions on the granting of guarantees in the People’s Republic of China (“PRC”),STATS ChipPAC Shanghai Co. Ltd. will not guarantee the notes. STATS ChipPAC has agreed that it will not,and will cause STATS ChipPAC Shanghai Co. Ltd. (and any future Subsidiary of STATS ChipPAC whoseprincipal business is located in the PRC that becomes a Restricted Subsidiary) not to, grant any guarantee forthe benefit of any creditors or other holders of securities, except as permitted under the indenture orIntercreditor Deed, without in any such case at the same time providing guarantees by STATS ChipPACShanghai Co. Ltd. (and any future Subsidiary of STATS ChipPAC whose principal business is located in thePRC that becomes a Restricted Subsidiary) for the benefit of Holders of the notes.

In the six months ended 28 June 2015 and the year ended 28 December 2014, STATS ChipPAC ShanghaiCo. Ltd. generated $181.5 million and $378.0 million of net revenues (25.3% and 23.8% of our consolidatednet revenues) and $(5.7) million and $(13.5) million of operating income (loss) ((60.3)% and (33.7)% of ourconsolidated operating income), respectively. As of 28 June 2015, STATS ChipPAC Shanghai Co. Ltd. held$458.7 million of assets (18.6% of our total consolidated assets). As of 28 June 2015, STATS ChipPACShanghai Co. Ltd. accounted for 19.2% of our pro forma consolidated assets as of 28 June 2015 and 27.5% ofour pro forma consolidated net revenues in the six months ended 28 June 2015.

Due to cumbersome regulatory approvals on the granting of guarantees in Thailand and the intention toliquidate STATS ChipPAC’s Thai Subsidiaries and cease all operations in Thailand, STATS ChipPAC(Thailand) Limited and STATS ChipPAC Services (Thailand) Limited will not guarantee the notes. STATSChipPAC has agreed that it will not, and will cause STATS ChipPAC (Thailand) Limited and STATSChipPAC Services (Thailand) Limited (and any future Subsidiary of STATS ChipPAC whose principalbusiness is located in Thailand that becomes a Restricted Subsidiary) not to, grant any guarantee for thebenefit of any creditors or other holders of securities, except as permitted under the indenture or IntercreditorDeed, without in any such case at the same time providing guarantees by STATS ChipPAC (Thailand) Limitedand STATS ChipPAC Services (Thailand) Limited (or any future Subsidiary of STATS ChipPAC whoseprincipal business is located in Thailand that becomes a Restricted Subsidiary) for the benefit of Holders ofthe notes. Each of STATS ChipPAC (Thailand) Limited and STATS ChipPAC Services (Thailand) Limitedhave provided guarantees for the benefit of the holders of the Existing Notes.

In the six months ended 28 June 2015 and the year ended 28 December 2014, STATS ChipPAC(Thailand) Limited and STATS ChipPAC Services (Thailand) Limited collectively generated $0.4 million and$0.9 million of net revenues (0.1% and 0.1% of our consolidated net revenues) and $0.02 million and

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$0.05 million of operating income (0.2% and 0.1% of our consolidated operating income), respectively. As of28 June 2015, STATS ChipPAC (Thailand) Limited and STATS ChipPAC Services (Thailand) Limitedcollectively held $11.4 million of assets (0.5% of our total consolidated assets). As of 28 June 2015, STATSChipPAC Services (Thailand) Limited accounted for 0.5% of our pro forma consolidated assets as of 28 June2015 and 0.1% of our pro forma consolidated net revenues in the six months ended 28 June 2015.

Substantial operations of STATS ChipPAC are conducted through its Subsidiaries and, therefore, STATSChipPAC depends on the cash flow of its Subsidiaries to meet its obligations, including its obligations underthe notes. The notes will be effectively subordinated in right of payment to all Indebtedness and otherliabilities and commitments (including trade payables and lease obligations) of STATS ChipPAC’s non-guarantor Subsidiaries. Any right of STATS ChipPAC to receive assets of any of its non-guarantorSubsidiaries upon such Subsidiary’s liquidation or reorganisation (and the consequent right of the Holders ofthe notes to participate in those assets) will be effectively subordinated to the claims of that Subsidiary’screditors, except to the extent that STATS ChipPAC is itself recognised as a creditor of that Subsidiary, inwhich case the claims of STATS ChipPAC would still be subordinate in right of payment to any security in theassets of that Subsidiary and any Indebtedness of that Subsidiary senior to that held by STATS ChipPAC.

As of 28 June 2015, STATS ChipPAC Shanghai Co. Ltd., STATS ChipPAC (Thailand) Limited andSTATS ChipPAC Services (Thailand) Limited had no indebtedness outstanding and $139.7 million of tradepayables and other liabilities outstanding. See “Risk Factors — Risks Relating to the Notes — Our ability topay our obligations under the Notes may be reduced because our China subsidiary and our Thai subsidiaries,which in the aggregate accounted for 19.7% of our pro forma consolidated assets as of 28 June 2015 and27.6% and 24.9% of our pro forma consolidated net revenues in the six months ended 28 June 2015 and in2014, respectively, will not be subsidiary guarantors of the Notes.”

As of the date of the indenture, all of our Subsidiaries will be “Restricted Subsidiaries.” Under thecircumstances described below under the caption definition of “Unrestricted Subsidiary,” we will be permittedto designate Subsidiaries as “Unrestricted Subsidiaries.” Any future Unrestricted Subsidiaries will not besubject to many of the restrictive covenants in the indenture and will not guarantee the notes.

The Note Guarantee of a Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of thatGuarantor (including by way of merger or consolidation) to a Person that is not (either before or aftergiving effect to such transaction) STATS ChipPAC or a Restricted Subsidiary of STATS ChipPAC, if thesale or other disposition does not violate the “Asset Sale” provisions of the indenture;

(2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to aPerson that is not (either before or after giving effect to such transaction) STATS ChipPAC or aRestricted Subsidiary of STATS ChipPAC, if the sale or other disposition does not violate the “AssetSale” provisions of the indenture;

(3) if STATS ChipPAC designates any Restricted Subsidiary that is a Guarantor to be anUnrestricted Subsidiary in accordance with the applicable provisions of the indenture; or

(4) upon legal defeasance or satisfaction and discharge of the indenture as provided below under thecaptions “— Legal Defeasance and Covenant Defeasance” and “— Satisfaction and Discharge.”

See “— Repurchase at the Option of Holders — Asset Sales.”

No release of a Guarantor from its Note Guarantee shall be effective against the Trustee or the Holdersuntil STATS ChipPAC has delivered to the Trustee an Officers’ Certificate stating that all requirementsrelating to such release have been complied with and such release is authorised and permitted by the terms ofthe indenture.

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Security

The obligations of STATS ChipPAC and the Guarantors under the notes, the Note Guarantees and theindenture are secured (subject to the Intercreditor Deed) by certain assets which shall initially consist of:

(a) a pledge over all present and future shares of Capital Stock of STATS ChipPAC’s Subsidiaries,including STATS ChipPAC, Inc., STATS ChipPAC (Thailand) Limited, STATS ChipPAC Services(Thailand) Limited, STATS ChipPAC (Barbados) Ltd., ChipPAC International Company Limited,STATS ChipPAC (BVI) Limited, STATS ChipPAC Malaysia and STATS ChipPAC Korea but excludingSTATS ChipPAC Shanghai Co. Ltd.;

(b) fixed and floating charge debentures over all or substantially all (i) plant, machinery, equipmentand other chattels, (ii) insurance policies, (iii) investments, (iv) accounts, (v) book debts and monetaryclaims and (vi) intellectual property (as applicable) of STATS ChipPAC, STATS ChipPAC (Barbados)Ltd., ChipPAC International Company Limited, STATS ChipPAC (BVI) Limited, and STATS ChipPACMalaysia, subject to customary exceptions;

(c) a pledge over the (i) equipment, inventory, goods and fixtures, (ii) insurance policies,(iii) investments, (iv) accounts and (v) intellectual property of STATS ChipPAC, Inc., subject tocustomary exceptions;

(d) a mortgage over the property located at 5 Yishun Street 23, Singapore 768442, of STATSChipPAC; and

(e) pledges over certain bank accounts of STATS ChipPAC, STATS ChipPAC (Barbados) Ltd.,ChipPAC International Company Limited, STATS ChipPAC (BVI) Limited, STATS ChipPAC Malaysia,STATS ChipPAC Korea and STATS ChipPAC, Inc.

(collectively, the “Initial Collateral”). The Initial Collateral has been put in place in connection with theexecution of the Bridge Loan Facility.

The security interests over certain Collateral will not be perfected on the Issue Date. Pursuant to the termsof the Bridge Loan Facility, STATS ChipPAC has agreed to perfect security interests over certain intellectualproperty rights in Korea granted by STATS ChipPAC and its U.S. subsidiary that have not been put in place asof the date hereof. In addition, each of STATS ChipPAC Korea and STATS ChipPAC (BVI) Limited hasagreed under the Bridge Loan Facility, within 120 days from the initial drawdown of the Bridge Loan Facility,to grant security over certain Korean bank accounts of STATS ChipPAC Korea and STATS ChipPAC (BVI)Limited. If such security is not granted over such accounts within the stipulated periods set out in the BridgeLoan Facility, STATS ChipPAC Korea and STATS ChipPAC have each agreed to close such accounts and forreplacement accounts to be opened with DBS Bank Ltd. (or any of its affiliates) and for such replacementaccounts to be subject to security in favour of the Korean Security Agent. Collateral described in thisparagraph is referred to as the “Additional Bridge Collateral.”

In addition, certain assets of STATS ChipPAC Korea currently secure existing indebtedness of STATSChipPAC Korea in favour of Hana Bank. On or before the incurrence of Indebtedness under the Take-OutFacilities (or any alternative financing arrangement entered into in place of the Bridge Loan Facility), STATSChipPAC has agreed to repay or refinance the existing Korea indebtedness of STATS ChipPAC Korea andSTATS ChipPAC Korea has agreed to grant security interests over such secured assets, and over substantiallyall other assets of STATS ChipPAC Korea in favour of the Korean Security Agent. Such assets securing theexisting indebtedness of STATS ChipPAC Korea and all other assets of STATS ChipPAC Korea arecollectively referred to as the “Korea Collateral” and collectively with the Initial Collateral and the AdditionalBridge Collateral, the “Collateral.”

STATS ChipPAC has agreed that, subject to the Intercreditor Deed, security will be granted over theAdditional Bridge Collateral and the Korea Collateral in favour of the Common Security Agent and theKorean Security Agent on or prior to the Incurrence of Indebtedness under the Take-Out Facilities, or suchother facility or facilities as entered into to refinance the Bridge Loan Facility. STATS ChipPAC has agreedthat it shall not grant a security interest over the Additional Bridge Collateral or the Korea Collateral unless

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such collateral equally and ratably secures the notes and the Note Guarantees. See “Risk Factors — RisksRelating to the Notes — It may be difficult to realise the value of the Collateral and the security over certainCollateral will not be perfected on the date of issuance of the notes, which may adversely affect the rights ofholders of the notes in the Collateral.”

STATS ChipPAC has also agreed, for the benefit of the Holders, to pledge, or cause each Guarantor,including each future Guarantor, to pledge, on a first priority basis, the Capital Stock owned, or assets createdor acquired, by STATS ChipPAC or such Guarantor of any Person that is a Guarantor or becomes a Guarantorafter the Issue Date, upon such Person becoming a Guarantor, to secure the obligations of STATS ChipPACand the Guarantors under the notes and the indenture (subject to applicable law, agreed security principles andthe Intercreditor Deed). Such future pledges of such Capital Stock or assets shall be deemed to constituteCollateral. See “— Certain Covenants — Additional Collateral; Acquisition of Property or Assets.”

The notes and the Note Guarantees will not be secured by (i) pledges over shares of the Capital Stock ofSTATS ChipPAC Shanghai Co., Ltd. and STATS ChipPAC Ltd.; (ii) charges over the assets of STATSChipPAC (Thailand) Limited, STATS ChipPAC Services (Thailand) Limited or STATS ChipPAC ShanghaiCo., Ltd. and (iii) pledges over certain excluded bank accounts of STATS ChipPAC, Inc. and STATSChipPAC Korea due to, among others, certain regulations which restrict the creation, granting or perfection ofsecurity interests. See “— Certain Covenants — Liens” and “Risk Factors — Risks Relating to the Notes —There are certain categories of property that will be excluded from the Collateral.”

The Collateral may be released as provided under “— Release of Collateral” below.

The proceeds realisable from the Collateral may not be sufficient to satisfy STATS ChipPAC’s and theGuarantors’ obligations under the notes and Note Guarantees because the Collateral will also serve ascollateral to secure the obligations of STATS ChipPAC and the Guarantors under other Senior Debt, and maybe reduced under certain circumstances, including through the issuance of Additional Pari Passu Debt or thedisposition of assets comprising the Collateral, subject to the terms of the indenture and the IntercreditorDeed. See “— Intercreditor Deed,” “— Release of Collateral” and “Risk Factors — Risks Relating to theNotes, the Note Guarantees and the Collateral — The value of the Collateral may not be sufficient to satisfyour obligations under the Notes.”

Release of Collateral

The Collateral may be released with respect to the notes and Note Guarantees:

(a) upon repayment in full of the principal, accrued and unpaid interest and premium, if any, on the notes;

(b) upon a legal defeasance, covenant defeasance or satisfaction and discharge as set forth under thecaption “— Legal Defeasance and Covenant Defeasance” or “— Satisfaction and Discharge”, in each case, inaccordance with the terms and conditions of the indenture;

(c) upon certain dispositions of the Collateral in compliance with either of the covenants entitled“— Repurchase at the Option of Holders — Asset Sales” or “— Certain Covenants — Merger, Consolidationor Sale of Assets”;

(d) as provided in the Intercreditor Deed;

(e) as provided in the respective Security Documents; or

(f) as described under “— Amendment, Supplement and Waiver.”

Intercreditor Deed

The Collateral securing the notes and the Note Guarantees will also serve as collateral to secure theobligations of STATS ChipPAC and the Guarantors under other Senior Debt, including the Bridge LoanFacility Debt, the Take-Out Facilities Debt, certain hedging debt and any other Additional Pari Passu Debt.Prior to the offering, the collateral arrangements between STATS ChipPAC, the Guarantors, the Bridge LoanFacility Agent, the Common Security Agent, the Korean Security Agent and the Existing Trustee were subject

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to the Intercreditor Deed dated 6 August 2015 (the “Intercreditor Deed”). In connection with this offering andon the Issue Date, the Trustee will accede, as representative of the Holders, to the Intercreditor Deed. TheIntercreditor Deed provides, among other things, that (i) the Trustee, the Holders and the holders of any otherSenior Debt (or their representative) that enter into the Intercreditor Deed (collectively, the “SeniorCreditors”) shall share equal priority and pro rata entitlement in and to the Collateral, (ii) the conditions underwhich the Senior Creditors will consent to the granting of any lien on such Collateral, (iii) the Collateral maybe released only in accordance with the terms of the Intercreditor Deed, the Security Documents and anyagreements governing the terms of any Senior Debt (collectively, the “Senior Finance Documents”) and(iv) the conditions under which the Senior Creditors will enforce their rights with respect to such Collateraland the Senior Debt secured thereby. See “Risk Factors — Risks Relating to the Notes — Security over theCollateral will not be granted directly to the holders of the Notes.” The section entitled “Description ofIndebtedness and Other Material Contracts — Intercreditor Deed” describes the material terms of theIntercreditor Deed.

Following this offering, STATS ChipPAC intends to enter into the Take-Out Facilities with BarclaysBank PLC, DBS Bank Ltd. and ING Bank N.V., Singapore Branch. The Take-Out Facilities will comprise aterm loan facility of up to $425 million and a revolving credit facility of up to $75 million and will be used to,among other things, refinance the Bridge Loan Facility and other existing indebtedness. The Take-OutFacilities will be guaranteed by all STATS ChipPAC’s subsidiaries except STATS ChipPAC Shanghai Co.Ltd., STATS ChipPAC (Thailand) Limited and STATS ChipPAC Services (Thailand) Limited. The Take-OutFacilities will also be secured by a first priority Lien on the Collateral, subject to the Intercreditor Deed. See“Risk Factors — If the financial institutions that are part of the syndicate of our proposed Take-Out Facilitiesfail to extend credit under such facility, our liquidity and results of operations may be adversely affected” and“— If we are unable to refinance our debt under the Bridge Loan Facility with the proposed Take-OutFacilities or such other facilities as may be entered into to refinance the Bridge Loan Facility, there could be adefault under the terms of the Bridge Loan Facility Agreement, which could cause the repayment of our debtto be accelerated and result in a default under the Notes.”

No holders of Indebtedness Incurred by STATS ChipPAC or its Restricted Subsidiaries after the IssueDate (or their representative) shall be entitled to become party to the Intercreditor Deed and share in theCollateral except in accordance with the indenture and unless certain conditions set out in the IntercreditorDeed are met, including (a) that prior to the Incurrence of such debt, STATS ChipPAC has delivered adirectors’ certificate to the Common Security Agent certifying that such debt will not breach the terms of anySenior Finance Documents and (b) such holder delivers an accession letter to the Common Security Agent tobecome party to the Intercreditor Deed.

By accepting the notes, each Holder shall be deemed to have consented to the execution by the Trustee ofthe Intercreditor Deed and any supplements, amendments or modifications thereto.

Enforcement of Security

The Intercreditor Deed, among other things, sets forth the terms on which the Common Security Agentmay enforce the rights of the Senior Creditors with respect to the Collateral and the procedures by which theCommon Security Agent may take instruction in respect of the Collateral from the Senior Creditors (or theirrepresentatives). The Trustee, on behalf of the Holders, will direct the Common Security Agent in respect ofany consent or instruction to be provided under the Intercreditor Deed, upon receipt of written instructionsfrom the requisite percentage of Holders as specified in the indenture.

In connection with any proposed enforcement action in respect of the Collateral, within three BusinessDays of receipt of written notice of a default under any Senior Finance Document, the Common SecurityAgent shall provide notice to the Trustee and the representatives of the other Senior Creditors and requestinstructions from the Senior Creditors as to whether or not enforcement action in respect of the Collateralshould be taken.

Within 30 days of the Common Security Agent’s request for instruction (or such shorter period as theCommon Security Agent may specify) (the “Original Instruction Deadline”), the Holders and each other group

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of Senior Creditors (excluding their respective representatives) in respect of the same class of Senior Debt(each a “Senior Creditor Group”) may instruct the Trustee or their representatives, as the case may be,regarding the taking of such enforcement action (the “Senior Creditor Instruction”), with the CommonSecurity Agent required to follow the Senior Creditor Instruction provided by the Senior Creditors holding noless than 50.1% of the voting power for any decision with respect to the Collateral (the “Majority SeniorCreditors”), such percentage to be determined with reference to the U.S. dollar exposure held by such SeniorCreditor.

Notwithstanding the Senior Creditor Instruction, if any of the Bridge Loan Facility Agent, Take-OutFacilities Agent or, as the case may be, a facility agent appointed in relation to Additional Pari PassuRefinancing Debt, in each case which represents exposure equal to, or greater than, 20.0% of the aggregateamount of Senior Debt (excluding the exposure of the hedging banks, if any) (each a “Relevant FacilityAgent”) provides instructions to the Common Security Agent in respect of an enforcement action by theOriginal Instruction Deadline (the “RFA Instructions”), the Common Security Agent shall provide a copy ofthe RFA Instructions to the Senior Creditors (or their representatives) and any subsequent instructionsreceived by another Relevant Facility Agent shall be wholly without effect.

If the RFA Instructions include a confirmation from the Relevant Facility Agent, that, in its good faithopinion, an enforcement action should be acted on immediately (the “RFA Confirmation”), the CommonSecurity Agent must act in accordance with such RFA Instructions. If the Relevant Facility Agent providesinstruction without the RFA Confirmation, however, the Common Security Agent will only act in accordancewith such RFA Instructions if the Majority Senior Creditors have not provided alternative instruction by thelater of (a) the Original Instruction Deadline or (b) 30 days after the Common Security Agent has provided acopy of the RFA Instructions to the Senior Creditors (or their representatives). In the event a Senior CreditorGroup fails to provide any instructions by the Original Instruction Deadline, such Senior Creditor Group shallbe disregarded for voting purposes. See “Risk Factors — Risks Relating to the Notes — Security over theCollateral will not be granted directly to the holders of the Notes.”

Additional Pari Passu Debt

On or after the Issue Date, STATS ChipPAC or a Guarantor may create Liens on the Collateral pari passuwith the Liens for the benefit of the Holders to secure certain debt incurred by STATS ChipPAC or itsRestricted Subsidiaries after the Issue Date; provided that (i) STATS ChipPAC or such Guarantor waspermitted to Incur such Indebtedness under the covenant described under the captions “— Certain Covenants— Limitation on Indebtedness” and “Certain Covenants — Liens” and under the terms of the existing SeniorFinance Documents, (ii) the holders of such Indebtedness (or their representative) accede to the IntercreditorDeed, (iii) such Incurrence does not breach, or exceed, the terms of any existing approval, consent or filingmade in any jurisdiction by STATS ChipPAC or such Guarantor, as applicable, in connection with theSecurity Documents, or any supplemental approvals, consents or filings are made, and (iv) STATS ChipPACor such Guarantor, as applicable, delivers to the Common Security Agent a directors’ certificate with respectto compliance with the conditions stated in (i) and (iii) above and corporate and collateral matters inconnection with the Security Documents relating to the Collateral. The Common Security Agent will bepermitted and authorised, without any further instruction from the Trustee (on behalf of the Holders) orrepresentatives of other Senior Creditors, to enter into any amendments to, and release and re-execute onsubstantially identical terms, the Security Documents relating to the Collateral or the indenture and take anyother action necessary to permit the creation and registration of liens on the Collateral to secure AdditionalPari Passu Debt in accordance with the Intercreditor Deed and the covenants entitled “— Certain Covenants— Impairment of Security Interest” and “Certain Covenants — Limitation on Indebtedness” and “CertainCovenants — Liens.” See “Risk Factors — Risks Relating to the Notes — The value of the Collateral may notbe sufficient to satisfy our obligations under the notes.”

Perpetual Securities Subordination Undertaking

JCET has agreed, for the benefit of the Holders and the other Senior Creditors, to (and to cause STATSChipPAC to) amend the Perpetual Securities so that they become subordinated to the Senior Debt, and the

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holders of such Perpetual Securities shall accede to the Intercreditor Deed within six months of the thirdanniversary of the issuance date of the Perpetual Securities.

Principal, Maturity and Interest

STATS ChipPAC expects to issue up to $425.0 million in aggregate principal amount of notes on theIssue Date in respect of this offering. STATS ChipPAC will issue notes in denominations of $200,000 andintegral multiples of $1,000.

The notes will mature on 24 November 2020. Interest on the notes will accrue at the rate of 8.5% perannum. Interest on the notes will be payable semi-annually in arrears on 24 May and 24 November,commencing on 24 May 2016. Interest on overdue principal, if any, will accrue at a rate that is 1.0% higherthan the then applicable interest rate on the notes. STATS ChipPAC will make each interest payment to theHolders of record on the immediately preceding 9 May and 9 November.

Interest on the notes will accrue from the date of original issuance or, if interest has already been paid,from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised oftwelve 30-day months.

Methods of Receiving Payments on the Notes

If a Holder of notes has given wire transfer instructions to STATS ChipPAC, STATS ChipPAC will payall principal, interest and premium, if any, on that Holder’s notes in accordance with those instructions. Allother payments on the notes will be made at the office or agency of the paying agent and registrar within theCity and State of New York unless STATS ChipPAC elects to make interest payments by check mailed to theHolders at their address set forth in the register of Holders.

Paying Agent and Registrar for the Notes

The Trustee will initially act as paying agent and registrar. STATS ChipPAC may change the payingagent or registrar without prior notice to the Holders of the notes, and STATS ChipPAC or any of itsSubsidiaries may act as paying agent or registrar. So long as the notes are listed on the SGX-ST and the rulesof the SGX-ST so require, STATS ChipPAC shall appoint and maintain a paying agent in Singapore, wherethe notes may be presented or surrendered for payment or redemption, in the event that a Global Note isexchanged for definitive notes in certificated form.

Transfer and Exchange

A Holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrarand the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transferdocuments in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer.STATS ChipPAC will not be required to transfer or exchange any note selected for redemption. Also, STATSChipPAC will not be required to transfer or exchange any note for a period of 15 days before a selection ofnotes to be redeemed.

Additional Amounts

All payments made under or with respect to the notes or under the Note Guarantees will be made withoutwithholding or deduction for, or on account of, any present or future taxes, duties, assessments or othergovernmental charges imposed or levied by or on behalf of Singapore or any other jurisdiction in whichSTATS ChipPAC, any successor or any Guarantor, is organised or resident for tax purposes or from orthrough which payment is made by or on behalf of STATS ChipPAC, any successor or any Guarantor or anyauthority thereof or therein having power to tax (each a “Relevant Jurisdiction”) unless these taxes, duties,assessments or governmental charges are required to be withheld or deducted. If any such withholding ordeduction will be required to be made from any payment made under or with respect to the notes or the NoteGuarantees, STATS ChipPAC (or its successor or the Guarantor, as the case may be) agrees to pay suchadditional amounts as will result (after deduction of such taxes, duties, assessments or governmental charges)

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in the payment to each Holder of a note of the amounts that would have been payable in respect of such noteor under the Note Guarantees, as applicable, had no such withholding or deduction been required (suchamounts, “Additional Amounts”). Notwithstanding the foregoing, neither STATS ChipPAC nor the Guarantor,as the case may be, will pay Additional Amounts to a Holder of any Note in respect or on account of:

(a) any tax, duty, assessment or other governmental charge that would not have been imposed but forthe fact that such Holder or the Beneficial Owner (or, in the case of clause (1), a fiduciary, settlor,beneficiary, member, partner or shareholder of such Holder or Beneficial Owner, if such Holder orBeneficial Owner is an estate, trust, partnership or corporation):

(1) has a present or former connection with the Relevant Jurisdiction, including, but not limitedto, being a citizen, resident or national of, being incorporated in or carrying on a business in suchjurisdiction, or having a permanent establishment in that jurisdiction, other than the mere ownershipof, receipt of payment under, or enforcement of rights under such note or under the Note Guarantees;or

(2) presented such note more than 30 days after the date on which the payment in respect ofsuch note first became due and payable or the date on which payment thereof is duly provided for,whichever occurs later, except to the extent that the Holder or the Beneficial Owner would have beenentitled to such Additional Amounts if it had presented such note for payment on the last day of suchperiod of 30 days;

(b) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment orother governmental charge;

(c) any tax, duty, assessment or other governmental charge which is payable otherwise than bydeduction or withholding from payment on the notes or under or with respect to the Note Guarantees;

(d) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason ofthe failure to comply by the Holder or the Beneficial Owner of a note (to the extent it is legally entitled todo so) with a written request by STATS ChipPAC at least 30 days before such deduction or withholdingwould be payable (A) to provide information concerning the nationality, residence, connection or identityof the Holder or such Beneficial Owner or (B) to make any certification, identification, declaration orother similar claim or satisfy any information or reporting requirement, which, in the case of (A) and (B),is required or imposed by a statute, treaty, regulation, administrative practice, or any other law of theRelevant Jurisdiction as a precondition to exemption from all or part of such tax, duty, assessment orother governmental charge (including, without limitation, a certification that the Holder or the BeneficialOwner is not resident in the Relevant Jurisdiction);

(e) any tax, duty, assessment or other governmental charge which the Holder could have avoided bythe presentation of the relevant note to another reasonably available paying agent of STATS ChipPAC;

(f) any withholding or deduction in respect of any taxes where such withholding or deduction isimposed on a payment to an individual and is required to be made pursuant to the European CouncilDirective 2003/48/EC or any Directive otherwise implementing the conclusion of the ECOFIN Councilmeetings of November 26 and 27, 2000 on the taxation of savings or any law implementing or complyingwith, or introduced in order to conform to, any such Directive; provided that there is then an availablepaying agent in a Member State of the European Union that will not be obliged to withhold or deduct taxpursuant to any such Directive;

(g) any taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the U.S.Internal Revenue Code of 1986, as amended (the “Code”), as of the issue date (or any amended orsuccessor version of such sections), any regulations promulgated thereunder, any official interpretationsthereof, any similar law or regulation adopted pursuant to an intergovernmental agreement between anon-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered intopursuant to Section 1471(b)(1) of the Code; or

(h) any tax that is imposed on or with respect to any payment on any note made to any Holder who isa fiduciary or partnership or other than the sole Beneficial Owner of the payment to the extent that, if the

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Beneficial Owner had been the sole holder of the note, such Beneficial Owner would not have beenentitled to the Additional Amounts.

In addition, Additional Amounts will not be payable with respect to any taxes that are imposed in respector on account of any combination of the above items (a) through (h).

STATS ChipPAC will pay when due any present or future stamp, transfer, court or documentary taxes orany other excise or property taxes, charges or similar levies with respect to the initial execution, delivery orregistration of the notes or any other document or instrument relating thereto.

If any taxes are required to be deducted or withheld from payments on the notes or under the NoteGuarantees, STATS ChipPAC shall promptly provide to the Trustee a receipt of the payment of such taxes (orif such receipt is not available, any other evidence of payment reasonably acceptable to the Trustee).

Any reference herein to the payment of the principal of or interest on any note shall be deemed to includethe payment of Additional Amounts provided for in the indenture to the extent that, in such context,Additional Amounts are, were or would be payable under the indenture.

The foregoing obligation will survive termination or discharge of the indenture, or the merger of STATSChipPAC into any other entity.

Optional Redemption

STATS ChipPAC may acquire notes by means of the redemption provisions below or STATS ChipPACor any of its Restricted Subsidiaries may acquire notes by means other than a redemption, whether by tenderoffer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securitieslaws, so long as such acquisition does not otherwise violate the terms of the indenture.

At any time prior to 24 November 2018, STATS ChipPAC may, on one or more occasions, redeem upto 35.0% of the aggregate principal amount of notes issued under the indenture at a redemption price of108.5% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with the netcash proceeds of one or more sales of common Equity Interests (other than Disqualified Stock) of STATSChipPAC; provided that:

(1) at least 65.0% of the aggregate principal amount of notes originally issued under the indenture(excluding notes held by STATS ChipPAC and its Affiliates) remains outstanding immediately after theoccurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests.

Except as provided herein, the notes will not be redeemable at STATS ChipPAC’s option prior to24 November 2018.

On or after 24 November 2018, STATS ChipPAC may redeem all or a part of the notes upon not lessthan 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount)set forth below plus accrued and unpaid interest, if any, on the notes redeemed to the applicable redemptiondate, if redeemed during the twelve-month period beginning on of the years indicated below, subject to therights of Holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year Percentage

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104.250%2019 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102.125%

Unless STATS ChipPAC defaults in the payment of the redemption price, interest will cease to accrue onthe notes or portions thereof called for redemption on the applicable redemption date.

At any time prior to 24 November 2018, STATS ChipPAC may also redeem all or a part of the notes,upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registeredaddress, at a redemption price equal to 100.0% of the principal amount of notes redeemed plus the ApplicablePremium as of, and accrued and unpaid interest, if any, to the date of redemption, subject to the rights ofHolders of notes on the relevant record date to receive interest due on the relevant interest payment date.

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Neither the Trustee nor the paying agent shall be responsible for verifying or calculating the ApplicablePremium.

For purposes of this provision, “Applicable Premium” means, with respect to any note on any redemptiondate, the excess of:

(a) the present value at such redemption date of (i) the redemption price of the note at 24 November2018 (such redemption price being set forth in the table appearing above) plus (ii) all required interestpayments due on the note through 24 November 2018 (excluding accrued but unpaid interest to theredemption date), computed using a discount rate equal to the Treasury Rate as of such redemption dateplus 50 basis points; over

(b) the principal amount of the note, if greater.

Redemption Upon Changes in Withholding Taxes

If, as a result of:

(a) any amendment enacted or published after the date of the indenture to, or change enacted orpublished after the date of the indenture in, the laws (or any regulations or rulings promulgatedthereunder) or, treaties of any Relevant Jurisdiction (or, in the case of a jurisdiction that becomes aRelevant Jurisdiction after the date of the indenture, on or after such date), or

(b) any change enacted or published after the date of the indenture in the general application,administration or general or official interpretation including a holding, judgment or order by a court ofcompetent jurisdiction or a change in published practice of the laws, treaties or regulations of anyRelevant Jurisdiction (or, in the case of a jurisdiction that becomes a Relevant Jurisdiction after the dateof the indenture, on or after such date),

STATS ChipPAC (including for this purpose any successor), or any Guarantor would be obligated to pay, onthe next date for any payment, Additional Amounts as described above under “— Additional Amounts” withrespect to the Relevant Jurisdiction, which STATS ChipPAC or such Guarantor, as applicable, cannot avoidby the use of reasonable measures available to it (such reasonable measures to include making paymentthrough another entity), then STATS ChipPAC or such Guarantor, as applicable, may redeem all, but not lessthan all, of the notes, at any time thereafter, upon not less than 30 nor more than 60 days’ irrevocable notice tothe Holders, at a redemption price of 100.0% of the principal amount, plus accrued and unpaid interestthereon, if any, to the redemption date to be fixed by STATS ChipPAC; provided, however, that (1) no suchnotice may be given earlier than 60 days prior to the earliest date on which STATS ChipPAC or suchGuarantor would be obligated to pay these Additional Amounts if a payment on the notes were then due and(2) at the time such notice is given such obligation to pay such Additional Amounts remains in effect. Prior tothe giving of any notice of redemption described in this paragraph, STATS ChipPAC or such Guarantor, asapplicable, will deliver to the Trustee:

(a) an opinion of legal counsel of recognised standing, reasonably acceptable to the Trustee, statingthat STATS ChipPAC or such Guarantor, as applicable, has or will become obligated to pay suchAdditional Amounts as a result of an amendment, change, or official application or interpretationdescribed above; and

(b) an Officers’ Certificate (i) stating that the obligation to pay such Additional Amounts cannot beavoided by STATS ChipPAC or such Guarantor, as applicable, taking reasonable measures available to itand (ii) either stating that all governmental approvals necessary to effect such redemption have beenobtained and are in full force and effect, or specifying any necessary approvals that have not beenobtained.

The Trustee will accept such opinion of legal counsel and Officers’ Certificate as sufficient evidence ofthe satisfaction of the conditions precedent as described above, which will be conclusive, irrevocable andbinding on the Holders, STATS ChipPAC and the Guarantors. STATS ChipPAC or such Guarantor, asapplicable, will provide notice of any optional redemption of the notes described above in accordance with theprovisions of the indenture.

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Mandatory Redemption; Sinking Fund

STATS ChipPAC is not required to make mandatory redemption or sinking fund payments with respectto the notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each Holder of notes will have the right to require STATS ChipPAC torepurchase all or any part (equal to $200,000 or higher integral multiples of $1,000) of that Holder’s notespursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer,STATS ChipPAC will offer a “Change of Control Payment” in cash equal to 101.0% of the aggregateprincipal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased to thedate of purchase, subject to the rights of Holders of notes on the relevant record date to receive interest due onthe relevant interest payment date. Within 30 days following any Change of Control, STATS ChipPAC willmail or cause to be mailed a notice to each Holder describing the transaction or transactions that constitute theChange of Control and offering to repurchase notes on the “Change of Control Payment Date” specified in thenotice, which date will be no earlier than 30 days and no later than 60 days from the date such notice ismailed, pursuant to the procedures required by the indenture and described in such notice, provided that in noevent shall the Change of Control Payment Date be later than 90 days after the occurrence of such Change ofControl. STATS ChipPAC will comply with the requirements of Rule 14e-1 under the Exchange Act and anyother securities laws and regulations thereunder to the extent those laws and regulations are applicable inconnection with the repurchase of the notes as a result of a Change of Control. To the extent that theprovisions of any securities laws or regulations conflict with the Change of Control provisions of theindenture, STATS ChipPAC will comply with the applicable securities laws and regulations and will not bedeemed to have breached its obligations under the Change of Control provisions of the indenture by virtue ofsuch compliance.

On the Change of Control Payment Date, STATS ChipPAC will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change ofControl Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of allnotes or portions of notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the notes properly accepted together with anOfficers’ Certificate stating the aggregate principal amount of notes or portions of notes being purchasedby STATS ChipPAC.

The paying agent will promptly mail to each Holder of notes properly tendered the Change of ControlPayment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred bybook entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notessurrendered, if any. STATS ChipPAC will publicly announce the results of the Change of Control Offer on oras soon as practicable after the Change of Control Payment Date.

The provisions described above that require STATS ChipPAC to make a Change of Control Offerfollowing a Change of Control will be applicable whether or not any other provisions of the indenture areapplicable. Except as described above with respect to a Change of Control, the indenture does not containprovisions that permit the Holders of the notes to require that STATS ChipPAC repurchase or redeem thenotes in the event of a takeover, recapitalisation or similar transaction.

STATS ChipPAC will not be required to make a Change of Control Offer upon a Change of Control if(1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliancewith the requirements set forth in the indenture applicable to a Change of Control Offer made by STATSChipPAC and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or(2) notice of redemption has been given pursuant to the indenture as described above under the caption

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“— Optional Redemption” or “— Redemption Upon Changes in Withholding Taxes,” unless and until there isa default in payment of the applicable redemption price.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease,transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of STATSChipPAC and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting thephrase “substantially all,” there is no precise established definition of the phrase under applicable law.Accordingly, the ability of a Holder of notes to require STATS ChipPAC to repurchase its notes as a result ofa sale, lease, transfer, conveyance or other disposition of less than all of the assets of STATS ChipPAC and itsSubsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

STATS ChipPAC will not, and will not permit any of its Restricted Subsidiaries to, consummate an AssetSale unless:

(1) STATS ChipPAC (or the Restricted Subsidiary, as the case may be) receives consideration at thetime of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued orsold or otherwise disposed of; and

(2) at least 75.0% (50.0% in the case of Obsolete Assets) of the consideration received in the AssetSale by STATS ChipPAC or such Restricted Subsidiary is in the form of cash. For purposes of thisprovision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on STATS ChipPAC’s most recent consolidated balance sheet ofSTATS ChipPAC or any Restricted Subsidiary (other than contingent liabilities and liabilities thatare by their terms subordinated to the notes or any Note Guarantor) that are assumed by thetransferee of any such assets pursuant to a customary novation agreement that releases STATSChipPAC or such Restricted Subsidiary from further liability;

(b) any securities, notes or other obligations received by STATS ChipPAC or any suchRestricted Subsidiary from such transferee that are contemporaneously, subject to ordinarysettlement periods, converted by STATS ChipPAC or such Restricted Subsidiary into cash, to theextent of the cash received in that conversion; and

(c) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of thiscovenant;

provided that the 75.0% or 50.0% limitation (as the case may be) referred to in clause (2) above will not applyto any Asset Sale if the after-tax cash proceeds received therefrom, as determined in good faith by STATSChipPAC’s Board of Directors, is equal to or greater than what the after-tax cash proceeds would have beenhad the Asset Sale complied with the aforementioned 75.0% or 50.0% limitation (as the case may be).

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, STATS ChipPAC (or theapplicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:

(1) to repay Specified Senior Indebtedness of STATS ChipPAC or Indebtedness (other thanDisqualified Stock) of any Restricted Subsidiary (in each case other than Indebtedness owed to STATSChipPAC or an Affiliate thereof) and, if any such Indebtedness repaid is revolving credit Indebtedness, tocorrespondingly reduce commitments with respect thereto;

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another RelatedBusiness, if, after giving effect to any such acquisition of Capital Stock (including the acquisition of aminority interest in) the Related Business is or becomes a Restricted Subsidiary of STATS ChipPAC;

(3) to make a capital expenditure; or

(4) to acquire other assets that are not classified as current assets under GAAP and that are used oruseful in a Related Business;

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provided, however, that if STATS ChipPAC or any Restricted Subsidiary contractually commits withinsuch 360-day period to apply such Net Proceeds within one year of such contractual commitment inaccordance with the above clauses (2), (3) or (4), subject to only customary conditions which shall not includea financing condition, and such Net Proceeds are subsequently applied as contemplated in such contractualcommitment, then the requirement for the application of Net Proceeds set forth in this paragraph shall beconsidered satisfied.

Pending the final application of any Net Proceeds, STATS ChipPAC may temporarily reduce revolvingcredit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraphof this covenant will constitute “Excess Proceeds.” On the 365(th) day after an Asset Sale, if the aggregateamount of Excess Proceeds exceeds $25.0 million, STATS ChipPAC will make an Asset Sale Offer to allHolders of notes and all Holders of other Indebtedness that is pari passu with the notes containing provisionssimilar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds ofsales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtednessthat may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equalto 100.0% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will bepayable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, STATS ChipPACmay use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregateprincipal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds theamount of Excess Proceeds, the Trustee will select the notes and such other pari passu Indebtedness to bepurchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds willbe reset at zero.

STATS ChipPAC will comply with the requirements of Rule 14e-1 under the Exchange Act and any othersecurities laws and regulations thereunder to the extent those laws and regulations are applicable in connectionwith each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of anysecurities laws or regulations conflict with the Asset Sale provisions of the indenture, STATS ChipPAC willcomply with the applicable securities laws and regulations and will not be deemed to have breached itsobligations under the Asset Sale provisions of the indenture by virtue of such compliance.

The agreements governing STATS ChipPAC’s other Indebtedness contain, and future agreements maycontain, prohibitions of certain events, including events that would constitute a Change of Control. In addition,future agreements may contain prohibitions of events that would constitute an Asset Sale. The exercise by theHolders of notes of their right to require STATS ChipPAC to repurchase the notes upon a Change of Controlor an Asset Sale could cause a default under these other agreements, even if the Change of Control itself doesnot, and even though the Asset Sale itself will not, due to the financial effect of such repurchases on STATSChipPAC. In the event a Change of Control or Asset Sale occurs at a time when the financial effect of therepurchase of notes would cause a default under any of these other agreements, STATS ChipPAC could seekthe consent of holders of its other Indebtedness to the purchase of notes or could attempt to refinance theborrowings that contain such prohibition. If STATS ChipPAC does not obtain a consent or repay thoseborrowings, STATS ChipPAC will be effectively prohibited from purchasing notes. In that case, STATSChipPAC’s failure to purchase tendered notes would constitute an Event of Default under the indenture whichcould, in turn, constitute a default under the other indebtedness. Finally, STATS ChipPAC’s ability to paycash to the Holders of notes upon a repurchase may be limited by STATS ChipPAC’s then existing financialresources. See “Risk Factors — Risks Relating to the Notes — Our substantial indebtedness could adverselyaffect our financial health and prevent us from fulfiling our obligations under the Notes.”

Selection and Notice

If less than all of the notes are to be redeemed at any time, the Trustee will select notes for redemption ona pro rata basis unless otherwise required by law or applicable stock exchange requirements.

No notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first classmail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed

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at its registered address, except that redemption notices may be mailed more than 60 days prior to aredemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction anddischarge of the indenture. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state theportion of the principal amount of that note that is to be redeemed. A new note in principal amount equal tothe unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellationof the original note. Notes called for redemption become due on the date fixed for redemption. On and afterthe redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

Certain Covenants

Restricted Payments

(a) STATS ChipPAC shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, tomake a Restricted Payment if at the time that STATS ChipPAC or the Restricted Subsidiary makes theRestricted Payment:

(1) a Default shall have occurred and be continuing (or would result as a result of making theRestricted Payment);

(2) STATS ChipPAC is not able to Incur an additional $1.00 of Indebtedness under paragraph (a) ofthe covenant described under “— Limitation on Indebtedness;” or

(3) the aggregate amount of the Restricted Payment and all other Restricted Payments since12 January 2011 would exceed the sum, without duplication, of:

(A) 50.0% of the Consolidated Net Income accrued during the period, treated as one accountingperiod, from the beginning of the fiscal quarter beginning on 28 March 2011 to the end of the mostrecent fiscal quarter for which internal financial statements are available on or prior to the date of theRestricted Payment, or, in case Consolidated Net Income shall be a deficit, minus 100.0% of thedeficit;

(B) the aggregate Net Cash Proceeds received by STATS ChipPAC from the issuance or sale of,or capital contribution relating to, its Capital Stock, other than Disqualified Stock, subsequent to12 January 2011, other than an issuance or sale to a Subsidiary of STATS ChipPAC and other thanan issuance or sale to an employee stock ownership plan or to a trust established by STATSChipPAC or any of its Subsidiaries for the benefit of employees to the extent that the purchase bythe plan or trust is financed by Indebtedness of the plan or trust to STATS ChipPAC or any of itsSubsidiaries or Indebtedness guaranteed by STATS ChipPAC or any of its Subsidiaries, and the FairMarket Value of property, other than cash that would constitute Temporary Cash Investments,received by STATS ChipPAC or a Restricted Subsidiary subsequent to 12 January 2011 as acontribution to its common equity capital, other than from a Subsidiary of STATS ChipPAC or thatwas financed with loans from STATS ChipPAC or any Restricted Subsidiary;

(C) the amount by which the Indebtedness of STATS ChipPAC or any Restricted Subsidiary isreduced on the STATS ChipPAC consolidated balance sheet upon the conversion or exchange, otherthan by a Subsidiary of STATS ChipPAC subsequent to 12 January 2011, of any Indebtedness ofSTATS ChipPAC or any Restricted Subsidiary convertible or exchangeable for STATS ChipPACCapital Stock, other than Disqualified Stock, less the amount of any cash, or the Fair Market Valueof any other property, distributed by STATS ChipPAC or any Restricted Subsidiary upon theconversion or exchange; provided, that the Perpetual Securities shall not be Indebtedness forpurposes of this paragraph (C); and

(D) an amount equal to the sum of (i) the net reduction in Investments in any Person resultingfrom dividends, repayments of loans or advances or other transfers of assets subsequent to 12January 2011, in each case, to STATS ChipPAC or any Restricted Subsidiary arising from theinvestment in such Person, and (ii) the portion, proportionate to STATS ChipPAC’s equity interest

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in the Subsidiary, of the Fair Market Value of the net assets of an Unrestricted Subsidiary at the timethe Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that this sumshall not exceed, in the case of any Person, the amount of Investments previously made, and treatedas a Restricted Payment, by STATS ChipPAC or any Restricted Subsidiary in the Person.

(b) The provisions of the prior paragraph (a) shall not prohibit:

(1) any Restricted Payment made by exchange for, or out of the proceeds of the substantiallyconcurrent sale of, or capital contribution relating to, Capital Stock of STATS ChipPAC, other thanDisqualified Stock and other than Capital Stock issued or sold to a Subsidiary of STATS ChipPAC or anemployee stock ownership plan or to a trust established by STATS ChipPAC or any of its Subsidiaries forthe benefit of employees to the extent that the purchase by the plan or trust is financed by Indebtedness ofthe plan or trust to STATS ChipPAC or any of its Subsidiaries or Indebtedness Guaranteed by STATSChipPAC or any of its Subsidiaries; provided, however, that (A) the Restricted Payment shall be excludedin the calculation of the amount of Restricted Payments and (B) the Net Cash Proceeds from the sale shallbe excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above;

(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value ofSubordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrentsale of, Indebtedness for such purposes which is permitted to be Incurred under the covenant describedunder “— Limitation on Indebtedness”; provided, however, that the Incurrence of such Indebtedness andthe purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall beexcluded in the calculation of the amount of Restricted Payments;

(3) any purchase or redemption of Disqualified Stock of STATS ChipPAC or a Restricted Subsidiarymade by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock ofSTATS ChipPAC or a Restricted Subsidiary which is permitted to be Incurred for such purposes underthe covenant described under “— Limitation on Indebtedness”; provided, however, that the purchase orredemption shall be excluded in the calculation of the amount of Restricted Payments;

(4) any purchase or redemption of Subordinated Obligations from Net Proceeds upon completion ofan Asset Sale Offer to the extent permitted by the covenant described under “— Repurchase at the Optionof Holders — Asset Sales”; provided, however, that the purchase or redemption shall be excluded in thecalculation of the amount of Restricted Payments;

(5) upon the occurrence of a Change of Control and within 60 days after the completion of the offerto repurchase the notes under the covenant described under “— Repurchase at the Option of Holders —Change of Control” above, including the purchase of the notes tendered, any purchase or redemption ofSubordinated Obligations required under the terms of the Subordinated Obligations as a result of theChange of Control at a purchase or redemption price not to exceed the outstanding principal amount ofthe Subordinated Obligations, plus any accrued and unpaid interest; provided, however, that

(A) at the time of the purchase or redemption no Default shall have occurred and be continuingor would result from the purchase or redemption;

(B) STATS ChipPAC would be able to Incur an additional $1.00 of Indebtedness underparagraph (a) of the covenant described under “— Limitation on Indebtedness” after giving proforma effect to the Restricted Payment; and

(C) the purchase or redemption shall be included in the calculation of the amount of RestrictedPayments;

(6) dividends paid within 60 days after the date of declaration of the dividends if, at the date ofdeclaration, the dividends would have complied with this covenant; provided, however, that the dividendsshall be included in the calculation of the amount of Restricted Payments;

(7) the repurchase or other acquisition of shares of, or options to purchase shares of, common stockof JCET from employees, former employees, consultants, former consultants, directors or formerdirectors of STATS ChipPAC or any of its Subsidiaries, or permitted transferees of these employees,

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former employees, consultants, former consultants, directors or former directors, under the terms of theagreements, including employment and consulting agreements, or plans, or amendments approved by theBoard of Directors of STATS ChipPAC under which these individuals purchase or sell or are granted theoption to purchase or sell, shares of the common stock of JCET; provided, however, JCET beneficiallyowns at least a majority of the Voting Stock of STATS ChipPAC at the time of such repurchase oracquisition of JCET common stock and provided, further, that the aggregate amount of the repurchasesshall not exceed the sum of:

(x) $5.0 million;

(y) the Net Cash Proceeds received by STATS ChipPAC from the sale of Capital Stock ofSTATS ChipPAC to members of management or directors of STATS ChipPAC and its Subsidiariesthat occurs after the Issue Date, to the extent the Net Cash Proceeds from the sale have not otherwisebeen applied to the payment of Restricted Payments by virtue of clause (3)(B) of paragraph (a)above; and

(z) the cash proceeds of any “key man” life insurance policies that are used to make therepurchases;

provided, further, that (A) the repurchases shall be excluded in the calculation of the amount of RestrictedPayments and (B) the Net Cash Proceeds from the sale shall be excluded from the calculation of amountsunder clause (3)(B) of paragraph (a) above.

(8) payments not to exceed $200,000 in the aggregate solely to enable STATS ChipPAC to makepayments to holders of its Capital Stock in lieu of the issuance of fractional shares of its Capital Stock;provided, however, that the payments shall be excluded in the calculation of the amount of RestrictedPayments;

(9) Restricted Payments not to exceed $30.0 million payable on Capital Stock, includingDisqualified Stock, issued to customers, clients, suppliers or purchasers or sellers of goods or services ofSTATS ChipPAC or a Restricted Subsidiary in connection with a strategic investment in STATSChipPAC or a Restricted Subsidiary by the customers, clients, suppliers or purchasers or sellers of goodsor services; provided, however, that the payments shall be included in the calculation of the amount ofRestricted Payments;

(10) the distribution, as a dividend or otherwise, of shares of Capital Stock or assets of anUnrestricted Subsidiary, provided that the Fair Market Value of the shares of Capital Stock or assets shallnot exceed the amount of the Investments that were made, and not subsequently reduced underclause (3)(D) of paragraph (a) above, by STATS ChipPAC in the Unrestricted Subsidiary and weretreated as Restricted Payments or were included in the calculation of the amount of Restricted Paymentspreviously made; provided, however, that (A) the distributions shall be excluded in the calculation of theamount of Restricted Payments and (B) any net reduction in Investments in the Unrestricted Subsidiaryresulting from the distribution shall be excluded from the calculation of amounts under clause (3)(D) ofparagraph (a) above; or

(11) Restricted Payments not exceeding $30.0 million in the aggregate; provided, however, that atthe time of the Restricted Payments, no Default shall have occurred and be continuing or result from theRestricted Payments.

Limitation on Indebtedness

(a) STATS ChipPAC shall not, and shall not permit any Restricted Subsidiary to, Incur, directly orindirectly, any Indebtedness, provided that STATS ChipPAC or any Guarantor may Incur Indebtedness if,after giving pro forma effect to the Incurrence, the Consolidated Coverage Ratio exceeds 2.5 to 1.0.

(b) Notwithstanding the provisions of paragraph (a), STATS ChipPAC and its Restricted Subsidiariesmay Incur the following Indebtedness:

(1) Indebtedness of STATS ChipPAC or any Restricted Subsidiary owed to and held by STATSChipPAC or a Guarantor; provided, however, that any subsequent issuance or transfer of any Capital

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Stock which results in a Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequenttransfer of the Indebtedness (other than to STATS ChipPAC or another Restricted Subsidiary) will beconsidered, in each case, to constitute the Incurrence of the Indebtedness by the issuer of thatIndebtedness;

(2) Indebtedness consisting of the notes issued by STATS ChipPAC under the indenture on the IssueDate;

(3) Indebtedness outstanding on the Issue Date, other than Indebtedness described in clause (1), (2),(6) or (15) of this paragraph (b) and Indebtedness repaid using the proceeds of the notes;

(4) Refinancing Indebtedness relating to Indebtedness Incurred under paragraph (a) or underclause (1), (2), (3), (5) or this clause (4) of this paragraph (b) (including Indebtedness under the BridgeLoan Facility and the Take-Out Facilities); provided, however, that to the extent the RefinancingIndebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred under clause (5) ofthis paragraph (b), the Refinancing Indebtedness shall be Incurred only by that Subsidiary;

(5) Indebtedness of a Person Incurred and outstanding on or prior to the date on which the Personwas acquired by STATS ChipPAC or a Restricted Subsidiary, other than Indebtedness Incurred inanticipation of, in connection with, or to provide all or any portion of the funds or credit support utilisedto consummate, the transaction or series of related transactions where the Person was acquired by STATSChipPAC or a Restricted Subsidiary; provided, however, that after giving pro forma effect to thetransaction or series of related transactions, (a) the Consolidated Coverage Ratio increases as aconsequence of the incurrence and related acquisition and (b) the Consolidated Coverage Ratio is atleast 2.0 to 1.0;

(6) Indebtedness of a Non-Guarantor Restricted Subsidiary; provided, however, that, immediatelyafter giving effect to the Incurrence, the aggregate principal amount of all Indebtedness of all Non-Guarantor Restricted Subsidiaries then outstanding does not exceed $100.0 million; provided, however,that any Indebtedness owed by any Non-Guarantor Restricted Subsidiary to STATS ChipPAC or anyRestricted Subsidiary shall be excluded in calculating the foregoing $100.0 million limitation;

(7) Hedging Obligations of STATS ChipPAC or any Restricted Subsidiary under Interest RateAgreements and Currency Agreements entered into in the ordinary course of business and not for thepurpose of speculation;

(8) Indebtedness of STATS ChipPAC or any Restricted Subsidiary in the form of performancebonds, completion guarantees and surety or appeal bonds entered into by STATS ChipPAC and theRestricted Subsidiaries in the ordinary course of their business;

(9) Indebtedness consisting of the Note Guarantees and Guarantees of other Indebtedness permittedunder the indenture;

(10) Indebtedness of STATS ChipPAC or any Restricted Subsidiary arising from the honouring by abank or other financial institution of a check, draft or similar instrument inadvertently (except in the caseof daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided thatthe Indebtedness is satisfied within five Business Days of Incurrence;

(11) Indebtedness, including Capital Lease Obligations, Incurred by STATS ChipPAC or any of theGuarantors to finance the purchase, lease or improvement of real or personal property or equipment,whether through the direct purchase of assets or the Capital Stock of any Person owning the assets, in anaggregate principal amount which, when added together with the amount of Indebtedness Incurred underthis clause (11) and then outstanding, does not exceed $100.0 million (in each case including anyRefinancing Indebtedness of that Indebtedness);

(12) Indebtedness Incurred by STATS ChipPAC or any of the Restricted Subsidiaries constitutingreimbursement obligations under letters of credit issued in the ordinary course of business including,without limitation, letters of credit to procure raw materials, or relating to workers’ compensation claims

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or self-insurance, or other Indebtedness relating to reimbursement-type obligations regarding workers’compensation claims;

(13) Indebtedness arising from agreements of STATS ChipPAC or a Restricted Subsidiary providingfor indemnification, adjustment of purchase price, earn out or other similar obligations, in each case,incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiaryof STATS ChipPAC, other than guarantees of Indebtedness incurred by any Person acquiring all or anyportion of the business, assets or Restricted Subsidiary for the purpose of financing the acquisition;provided that the maximum assumable liability of all the Indebtedness shall at no time exceed the grossproceeds actually received by STATS ChipPAC and the Restricted Subsidiaries in connection with thedisposition;

(14) Indebtedness of STATS ChipPAC or a Guarantor in an aggregate principal amount which,together with all other Indebtedness of STATS ChipPAC and the Guarantors outstanding on the date ofIncurrence (other than Indebtedness permitted by clauses (1) through (13) above or paragraph (a) above)does not exceed $100.0 million;

(15) Indebtedness with a maturity of one year or less and used for working capital purposes;provided that the aggregate principal amount of Indebtedness permitted by this clause (b)(15) at any timeoutstanding does not exceed $75.0 million; provided, further the existing DBS working capital facilityand, when Incurred, and after the existing DBS working capital facility has been repaid in full, therevolving credit facility for up to $75.0 million under the Take-Out Facilities will be deemed to have beenIncurred under this clause (b)(15); and

(16) any Shareholder Subordinated Loan or JCET Preferred Stock.

(c) Notwithstanding this provision, STATS ChipPAC shall not, and shall not permit any RestrictedSubsidiary to, Incur any Refinancing Indebtedness under the prior paragraph (b) if the proceeds from theRefinancing Indebtedness are used, directly or indirectly, to Refinance any Subordinated Obligations unlessthe Indebtedness shall be subordinated to the notes or the relevant Note Guarantee, as applicable, to at least thesame extent as the Subordinated Obligations and, provided that any Refinancing Indebtedness Incurred toRefinance the Perpetual Securities will be fully subordinated to all Senior Debt.

(d) For purposes of determining compliance with this covenant,

(1) if an item of Indebtedness meets the criteria of more than one of the types of Indebtednessdescribed above, STATS ChipPAC, in its sole discretion, will classify the item of Indebtedness at thetime of its Incurrence, or later reclassify all or a portion of such Indebtedness in any manner that complieswith the indenture governing the notes, and only be required to include the amount and type of theIndebtedness in one of the above clauses; and

(2) an item of Indebtedness may be divided and classified in more than one of the types ofIndebtedness described above.

(e) Notwithstanding paragraphs (a) and (b) above, STATS ChipPAC shall not, and shall not permit anyGuarantor to, Incur any Indebtedness that is contractually subordinated in right of payment to any otherIndebtedness of STATS ChipPAC or such Guarantor unless such Indebtedness is also contractuallysubordinated in right of payment to the notes and the applicable Note Guarantee on substantially identicalterms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right ofpayment to any other Indebtedness of STATS ChipPAC solely by virtue of being unsecured or by virtue ofbeing secured on a first or junior Lien basis.

(f) For purposes of determining compliance with any U.S. dollar denominated restriction on theLimitation on Indebtedness where the Indebtedness Incurred is denominated in a different currency, theamount of the Indebtedness will be the U.S. Dollar Equivalent determined on the date of the Incurrence of theIndebtedness, provided, however, that if any of the Indebtedness denominated in a different currency isgoverned by a Currency Agreement relating to U.S. dollars, covering all principal, premium, if any, andinterest payable on the Indebtedness, the amount of Indebtedness expressed in U.S. dollars will be as provided

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in the Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the samecurrency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the IndebtednessRefinanced, except to the extent that (i) the U.S. Dollar Equivalent was determined based on a CurrencyAgreement, in which case the Refinancing Indebtedness will be determined compliance the precedingsentence, and (ii) the principal amount of the Refinancing Indebtedness exceeds the principal amount of theIndebtedness being Refinanced, in which case the U.S. Dollar Equivalent of the excess will be determined onthe date the Refinancing Indebtedness is Incurred.

Use of Proceeds

STATS ChipPAC and the Guarantors (as applicable) will use the net proceeds received from the notes asset forth in this offering circular. STATS ChipPAC will not, and will not permit any Restricted Subsidiary to,use the net proceeds from the sale of the notes, in any amount, for any purpose other than (a) in theapproximate amounts and for the purposes specified under the caption “Use of Proceeds” in this offeringcircular and (b) pending application of all such net proceeds in such manner, to invest the portion of such netproceeds not yet so applied in Temporary Cash Investments.

Liens

STATS ChipPAC will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly,create, incur, assume or suffer to exist any Lien of any kind on the Collateral, except Permitted Liens.

STATS ChipPAC will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly,create, incur, assume or suffer to exist any Lien of any kind on any asset (other than the Collateral) nowowned or hereafter acquired (except Permitted Liens) or any proceeds, income or profits therefrom or assignor convey any rights to receive income therefrom, unless all payments due under the indenture and the notesand the Note Guarantees are secured on an equal and ratable basis with the obligations so secured until suchtime as such obligations are no longer secured by a Lien.

Post-Closing Collateral Requirement

To the extent STATS ChipPAC and the Guarantors are not able to execute and deliver all SecurityDocuments required in connection with the creation and perfection or registration of the first priority Liens infavour of the Common Security Agent or the Korean Security Agent, as applicable, on the Collateral (to theextent required by the indenture, the Intercreditor Deed and the Security Documents) on or prior to the date ofthe indenture, STATS ChipPAC and the Guarantors will use their commercially reasonable efforts to completesuch actions as soon as reasonably practicable.

STATS ChipPAC and the Guarantors will create, perfect and register first priority Liens in favour of theCommon Security Agent and the Korean Security Agent, as applicable, on the Additional Bridge Collateraland the Korea Collateral upon the Incurrence of Indebtedness under the Take-Out Facilities or such otherfacility or facilities as may be entered into to refinance the Bridge Loan Facility.

Additional Collateral; Acquisition of Property or Assets

If after the date of the indenture any Person becomes a Guarantor as contemplated by the covenantdescribed under the caption “— Certain Covenants — Future Guarantors”, STATS ChipPAC and/or anyGuarantor which owns the Equity Interests of such Guarantor, will (subject to applicable law and the AgreedSecurity Principles), as soon as reasonably practicable but in any event within 90 days thereof, execute anddeliver to the Trustee and the Common Security Agent such amendments to the Security Documents,additional Security Documents, the Intercreditor Deed, certificates (including stock certificates endorsed to theCommon Security Agent or endorsed in blank, if a security interest can be perfected thereby in the relevantjurisdiction), instruments and other documents, and take such other actions, as may be necessary to create andperfect (or comply with any equivalent requirement) in favour of the Common Security Agent for the benefitof the Holders of the notes and the Senior Creditors under the laws of each applicable jurisdiction, a firstpriority Lien on (i) the Equity Interests and (ii) all assets of such Guarantor (except to the extent such Equity

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Interests or assets are subject to any Permitted Liens or to the extent such Equity Interests and assets havealready been pledged to the Common Security Agent pursuant to the terms of the Intercreditor Deed).

Impairment of Security Interest

(a) Subject to paragraphs (b) and (c) below, STATS ChipPAC will not, and will not cause or permit anyof its Restricted Subsidiaries to, take, or knowingly or negligently omit to take, any action, which action ofomission would have the result of materially impairing any security interest over any of the assets comprisingthe Collateral (it being understood that the Incurrence of Liens on the Collateral permitted by the definition ofPermitted Liens, shall not be deemed to materially impair the security interest with respect to any Collateral)for the benefit of the Holders (including the priority thereof).

(b) Subject to the Intercreditor Deed, at the direction of STATS ChipPAC and without the consent of theHolders, the Trustee and the Common Security Agent may from time to time enter into one or moreamendments to the Security Documents that are (i) minor, technical or administrative in nature, or arenecessary to correct a manifest error, (ii) to provide for Permitted Liens or (iii) to add to, discharge or releasethe Collateral in accordance with the indenture and Intercreditor Deed, and in any case which is not materiallyprejudicial to the Holders; provided, however, that no Security Document may be amended, extended,renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with suchamendment, extension, renewal, restatement, supplement, modification or renewal, STATS ChipPAC deliversto the Trustee and the Common Security Agent:

(1) an Officers’ Certificate, confirming the solvency of the Person granting such Lien after givingeffect to any transactions related to such amendment, extension, renewal, restatement, supplement,modification or replacement; and

(2) an opinion of counsel, in form satisfactory to the Trustee, confirming that, after giving effect toany transactions related to such amendment, extension, renewal, restatement, supplement, modification orreplacement, the Lien or Liens securing the notes created under the Security Documents as so amended,extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens nototherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that suchLien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal,restatement, supplement, modification or replacement.

(c) Nothing in this “Impairment of Security Interest” covenant will restrict the release or replacement ofany security interests in compliance with the Intercreditor Deed and Security Documents.

(d) Subject to the Intercreditor Deed, in the event that STATS ChipPAC complies with the requirementsof this “Impairment of Security Interest” covenant, the Trustee will consent (including to the CommonSecurity Agent on behalf of the Holders) to any such amendment, extension, renewal, restatement,supplement, modification or replacement without the need for instructions from the Holders; provided suchamendments do not impose any obligations on the Trustee or adversely affect the rights, duties, liabilities orimmunities of the Trustee under the indenture, Intercreditor Deed or the Security Documents, as the case maybe.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

STATS ChipPAC shall not, and shall not permit any Restricted Subsidiary to, create or otherwise causeor permit to exist or become effective any consensual encumbrance or restriction on the ability of anyRestricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to STATSChipPAC or any Restricted Subsidiary or pay any Indebtedness owed to STATS ChipPAC or any RestrictedSubsidiary, (b) make any loans or advances to STATS ChipPAC or any Restricted Subsidiary or (c) transferany of its property or assets to STATS ChipPAC or any Restricted Subsidiary, except:

(1) any encumbrance or restriction under an agreement in effect at or entered into on the Issue Dateand disclosed in this offering circular, including the indenture, the notes and the Note Guarantees;

(2) any encumbrance or restriction relating to a Restricted Subsidiary under an agreement relating toany Indebtedness Incurred by the Restricted Subsidiary on or prior to the date on which the Restricted

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Subsidiary was acquired by STATS ChipPAC, other than Indebtedness Incurred as consideration in, or toprovide all or any portion of the funds or credit support utilised to consummate, the transaction or seriesof related transactions where the Restricted Subsidiary became a Restricted Subsidiary or was acquiredby STATS ChipPAC, and outstanding on that date;

(3) any encumbrance or restriction under an agreement (A) evidencing Indebtedness Incurredwithout violation of the indenture or (B) effecting a Refinancing of Indebtedness Incurred under anagreement referred to in clause (1) or (2) of this covenant or this clause (3) or contained in anyamendment to an agreement referred to in clause (1) or (2) of this covenant or this clause (3); provided,however, that in the case of clauses (A) and (B), the encumbrances and restrictions relating to theRestricted Subsidiary contained in such Indebtedness, refinancing agreement or amendment are, in thegood faith judgment of the Board of Directors of STATS ChipPAC, no more restrictive in any materialrespect than the encumbrances and restrictions relating to the Restricted Subsidiary contained inagreements of the Restricted Subsidiary in effect at, or entered into on, the Issue Date;

(4) any encumbrance or restriction consisting of customary non-assignment provisions in leasesgoverning leasehold interests to the extent the provisions restrict the transfer of the lease or the propertyleased thereunder or in licenses entered into in the ordinary course of business to the extent the licensesrestrict the transfer of the license or the property licensed under the license;

(5) in the case of clause (c) above, restrictions contained in security agreements (including CapitalLease Obligations) or mortgages securing Indebtedness of a Restricted Subsidiary so long as therestrictions solely restrict the transfer of the property governed by the security agreements or mortgages;

(6) restrictions on the transfer of assets under any Lien permitted under the indenture imposed by theholder of the Lien;

(7) purchase money obligations for property acquired in the ordinary course of business that imposerestrictions on the property so acquired of the nature described in clause (c) above;

(8) provisions relating to the disposition or distribution of assets or property in joint ventureagreements and other similar agreements entered into in the ordinary course of business;

(9) any restriction relating to a Restricted Subsidiary imposed under an agreement entered into forthe sale or disposition of all or substantially all the Capital Stock or assets of the Restricted Subsidiarypending the closing of the sale or disposition;

(10) any restriction arising under applicable law, regulation or order;

(11) any agreement or instrument governing Capital Stock, other than Disqualified Stock, of anyPerson that is in effect on the date the Person is acquired by STATS ChipPAC or a Restricted Subsidiary;

(12) any restriction on cash or other deposits or net worth imposed by customers under contractsentered into in the ordinary course of business;

(13) any encumbrance or restriction under an agreement evidencing Indebtedness incurred pursuantto clause (b)(6) of the covenant entitled “Limitation on Indebtedness” that is reasonable and customaryfor the type of Indebtedness incurred pursuant to clause (b)(6) of the covenant “Limitation onIndebtedness;”

(14) customary provisions in joint venture agreements entered into with the approval of STATSChipPAC’s Board of Directors; provided, however, that (i) such encumbrance or restriction is applicableonly to the assets of such Restricted Subsidiary that are the subject of such agreement, (ii) theencumbrance or restriction is not materially more disadvantageous to the Holders of the notes than iscustomary in comparable agreements and (iii) STATS ChipPAC reasonably determines that any suchencumbrance or restriction will not materially affect its ability to make any anticipated principal orinterest payments on the notes; and

(15) any encumbrance or restriction under or by reason of any Receivables Programme.

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Merger, Consolidation or Sale of Assets

STATS ChipPAC shall not consolidate with or merge with or into, or convey, sell, transfer or lease, inone transaction or a series of related transactions, all or substantially all its assets to, any Person, unless:

(1) the resulting, surviving or transferee Person, referred to as a “Successor Company,” shall be aPerson organised and existing under the laws of Singapore or of the United States of America, any Statethereof or the District of Columbia and the Successor Company, if not STATS ChipPAC, shall expresslyassume, (i) by a supplemental indenture executed and delivered to the Trustee, all the obligations ofSTATS ChipPAC under the indenture and the notes and (ii) by a deed of accession or novation executedand delivered to the Common Security Agent, all of the obligations of STATS ChipPAC under theSecurity Documents and the Intercreditor Deed;

(2) the first priority Liens granted to the Common Security Agent under the Security Documents inthe Collateral shall remain in full force and effect and be perfected to at least the same extent as in effectimmediately prior to such transaction;

(3) immediately after giving effect to the transaction, and treating any Indebtedness which becomesan obligation of the Successor Company or any Subsidiary as a result of the transaction as having beenIncurred by the Successor Company or the Subsidiary at the time of the transaction, no Default shall haveoccurred and be continuing;

(4) immediately after giving effect to the transaction, (A) the Successor Company would be able toIncur an additional $1.00 of Indebtedness under paragraph (a) of the covenant described under “—Limitation on Indebtedness” or (B) the Consolidated Coverage Ratio for the Successor Company and itsRestricted Subsidiaries would be equal to or greater than the same ratio for STATS ChipPAC and itsRestricted Subsidiaries immediately prior to the transaction;

(5) STATS ChipPAC shall have delivered to the Trustee an Officers’ Certificate and an opinion ofcounsel, each stating that the consolidation, merger or transfer and any supplemental indenture complywith the indenture;

(6) if the merging corporation is organised and existing under the laws of Singapore and theSuccessor Company is organised and existing under the laws of the United States of America, any Statethereof or the District of Columbia or if the merging corporation is organised and existing under the lawsof the United States of America, any State thereof or the District of Columbia and the SuccessorCompany is organised and existing under the laws of Singapore (any such event, a “Foreign JurisdictionMerger”), STATS ChipPAC shall have delivered to the Trustee an opinion of counsel that the Holders ofnotes will not recognise income, gain or loss for United States federal income tax purposes as a result ofthe transaction and will be taxed in the same manner and on the same amounts and at the same times aswould have been the case if the transaction had not occurred; and

(7) in the event of a Foreign Jurisdiction Merger, STATS ChipPAC shall have delivered to theTrustee an opinion of counsel from Singapore or other applicable jurisdiction that no other taxes onincome, including capital gains, will be payable by Holders of the notes under the laws of Singapore orany other jurisdiction where the Successor Company is or becomes organised, resident or engaged inbusiness for tax purposes relating to the acquisition, ownership or disposition of the notes, including thereceipt of interest or principal thereon, provided that the Holder does not use or hold, and is not deemedto use or hold the notes in carrying on a business in Singapore or other jurisdiction where the SuccessorCompany is or becomes organised, resident or engaged in business for tax purposes;

provided, however, that clause (4) above shall not apply (x) if, in the good faith determination of the Board ofDirectors of STATS ChipPAC, whose determination shall be evidenced by a resolution of the Board ofDirectors, the principal purpose and effect of the transaction is to change the jurisdiction of incorporation ofSTATS ChipPAC or (y) in the case of a merger of STATS ChipPAC with or into one of its Wholly OwnedSubsidiaries.

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The Successor Company shall be the successor to STATS ChipPAC and shall succeed to, and besubstituted for, and may exercise every right and power of, STATS ChipPAC under the indenture, the notes,the Security Documents and the Intercreditor Deed and STATS ChipPAC, except in the case of a lease, shallbe automatically released from its obligations under the indenture and the notes.

STATS ChipPAC will not permit any Guarantor to consolidate with or merge with or into, or convey,transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Personunless:

(1) the resulting, surviving or transferee Person if not the Guarantor shall be a Person organised andexisting under the laws of the jurisdiction under which the Guarantor was organised or under the laws ofthe United States of America, or any State thereof or the District of Columbia, and the Person shallexpressly assume, (i) by executing a supplemental indenture satisfactory to the Trustee, all the obligationsof the Guarantor under the indenture and its Note Guarantee and by a deed of accession or novationexecuted and delivered to the Trustee, in form satisfactory to the Trustee and Common Security Agent,all of the obligations of the Guarantor under the Security Documents and the Intercreditor Deed;

(2) the first priority Liens granted to the Common Security Agent under the Security Documents inthe Collateral shall remain in full force and effect and be perfected to at least the same extent as in effectimmediately prior to such transaction;

(3) immediately after giving effect to the transaction or transactions on a pro forma basis, andtreating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person asa result of the transaction as having been issued by the Person at the time of the transaction, no Defaultshall have occurred and be continuing; and

(4) STATS ChipPAC delivers to the Trustee an Officers’ Certificate and an opinion of counsel, eachstating that the consolidation, merger or transfer and the supplemental indenture complies with theindenture, Security Documents and Intercreditor Deed.

The provisions of clauses (1) and (3) above shall not apply to any one or more transactions involving aGuarantor which constitute an Asset Sale if such transactions are made in compliance with the applicableprovisions of the “Asset Sale” provision of the indenture.

Transactions with Affiliates

(a) STATS ChipPAC shall not, and shall not permit any Restricted Subsidiary to, enter into or permit toexist any transaction or series of related transactions, including the purchase, sale, lease or exchange of anyproperty, employee compensation arrangements or the rendering of any service, with any Affiliate of STATSChipPAC (an “Affiliate Transaction”) unless the terms of that transaction:

(1) are no less favourable to STATS ChipPAC or the Restricted Subsidiary than those that could beobtained at the time of the transaction in arm’s-length dealings with a Person who is not an Affiliate; and

(2) STATS ChipPAC delivers to the Trustee:

(A) if the Affiliate Transaction involves an amount in excess of $20.0 million, a resolution ofthe Board of Directors of STATS ChipPAC set forth in an Officers’ Certificate certifying that suchAffiliate Transaction complies with this covenant and that such Affiliate Transaction has beenapproved by a majority of the disinterested members of the Board of Directors of STATS ChipPAC;and

(B) if the Affiliate Transaction involves an amount in excess of $40.0 million, an opinion thatthe Affiliate Transaction is on terms that are not less favourable to STATS ChipPAC and theRestricted Subsidiaries than the terms that could be obtained in an arms-length transaction from aPerson that is not an Affiliate as determined by (A) a nationally recognised investment banking firmto be fair, from a financial standpoint, to STATS ChipPAC and the Restricted Subsidiaries or (B) anaccounting or appraisal firm nationally recognised in making determinations of this kind.

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(b) The provisions of the prior paragraph (a) shall not prohibit (and the requirements set forth inparagraphs (1) through (2) above shall not apply to):

(1) any Restricted Payment permitted to be paid under the covenant described under “— RestrictedPayments,” (except as provided under clause (14) of the definition “Permitted Investments”);

(2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwiseunder, or the funding of, employment arrangements, stock options and stock ownership plans approved bythe Board of Directors of STATS ChipPAC;

(3) the grant of stock options or similar rights to STATS ChipPAC employees and directors or thoseof the Restricted Subsidiaries under plans or agreements approved by the Board of Directors of STATSChipPAC;

(4) reasonable fees, compensation or employee benefit arrangements to and indemnity provided forthe benefit of employees, directors, officers or consultants of STATS ChipPAC or any of its Subsidiariesin the ordinary course of business;

(5) any transaction exclusively between or among STATS ChipPAC and the Restricted Subsidiariesor between or among Restricted Subsidiaries; provided, however, that the transactions are not otherwiseprohibited by the indenture;

(6) any agreement with an Affiliate in existence on the Issue Date and disclosed in this offeringcircular; and

(7) the issuance or sale of any STATS ChipPAC Capital Stock, other than Disqualified Stock.

Limitation on Business Activities

STATS ChipPAC will not, and will not permit any Restricted Subsidiary to, directly or indirectly, engagein any business other than the business or businesses conducted by STATS ChipPAC and its RestrictedSubsidiaries as of the Issue Date or a Related Business.

Limitation on Sale/Leaseback Transactions

STATS ChipPAC will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction; provided that STATS ChipPAC or any of its Restricted Subsidiaries may enter into aSale/Leaseback Transaction if:

(1) STATS ChipPAC or such Restricted Subsidiary, as applicable, could have (a) incurredIndebtedness in an amount equal to the Attributable Debt relating to such Sale/Leaseback Transactionunder the covenant described above under the caption “—Limitation on Indebtedness” and (b) incurred aLien to secure such Indebtedness pursuant to the covenant described above under the caption “—Liens”;and

(2) the transfer of assets in that Sale/Leaseback Transaction is permitted by, and STATS ChipPACapplies the proceeds of such transaction in compliance with, the covenant described above under thecaption “—Repurchase at the Option of Holders—Asset Sales.”

Corporate Existence

Subject to the provisions described in “— Certain Covenants — Merger, Consolidation or Sale ofAssets”, STATS ChipPAC shall do or cause to be done all things necessary to preserve and keep in full forceand effect:

(a) its corporate existence, and the corporate, partnership or other existence of each of itsSubsidiaries, in accordance with the respective organisational documents (as the same may be amendedfrom time to time) of STATS ChipPAC or any such Subsidiary; and

(b) the rights (charter and statutory), licenses and franchises of STATS ChipPAC and itsSubsidiaries;

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provided, however, that (1) STATS ChipPAC shall not be required to preserve any such right, license orfranchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directorsshall determine that the preservation thereof is no longer desirable in the conduct of the business of STATSChipPAC and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respectto the Holders of the notes and (2) notwithstanding the foregoing, STATS ChipPAC may liquidate each ofSTATS ChipPAC (Thailand) Limited and STATS ChipPAC Malaysia if such Subsidiary does not carry on anybusiness activities after the Issue Date other than necessary activities in connection with their liquidation(including the disposal of any property owned by such Subsidiary preparatory to such Subsidiary’sliquidation).

Changes in Covenants when Notes Rated Investment Grade

Following the date of the indenture, on the first day that:

(a) the notes have Investment Grade Ratings from at least two of Moody’s, S&P and Fitch (or, if anysuch entity ceases to rate the notes for reasons outside of the control of STATS ChipPAC, the equivalentInvestment Grade Rating from any other “nationally recognised statistical rating organisation” within themeaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by STATS ChipPAC as areplacement agency); and

(b) no Default or Event of Default shall have occurred and be continuing, (such date, the“Suspension Date”),

STATS ChipPAC and the Restricted Subsidiaries will not be subject to the covenants specifically listedunder the following captions in this section:

(1) “— Repurchase at the Option of Holders — Asset Sales;”

(2) “— Restricted Payments;”

(3) “— Limitation on Indebtedness;”

(4) “— Limitation on Restrictions on Distributions from Restricted Subsidiaries;”

(5) “— Transactions with Affiliates;”

(6) “— Limitation on Sale/Leaseback Transactions”; and

(7) clause (3) of the covenant described above under the caption “— Merger, Consolidation or Saleof Assets” (collectively, the “Suspended Covenants”).

During any period that the foregoing covenants have been suspended, STATS ChipPAC may notdesignate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of “UnrestrictedSubsidiary.”

In the event that STATS ChipPAC and the Restricted Subsidiaries are not subject to the SuspendedCovenants and on any subsequent date (the “Reversion Date”), either (i) at least two of such rating agenciesshould subsequently withdraw its ratings or downgrade the ratings assigned to the notes below the requiredInvestment Grade Ratings or (ii) a Default or Event of Default occurs and is continuing, STATS ChipPAC andthe Restricted Subsidiaries will thereafter be subject to the foregoing Suspended Covenants. The period oftime between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.”Notwithstanding that the Suspended Covenants may be reinstated, no Default will be deemed to have occurredas a result of a failure to comply with the Suspended Covenants during the Suspension Period.

On the Reversion Date, calculations under the reinstated “Restricted Payments” covenant will be made asif the “Restricted Payments” covenant had been in effect since the date of the indenture except that no defaultwill be deemed to have occurred solely by reason of a Restricted Payment made while that covenant wassuspended.

On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to havebeen Incurred pursuant to paragraph (a) or one of the clauses set forth in paragraph (b) of the covenant

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described under “— Limitation on Indebtedness” (to the extent such Indebtedness would be permitted to beIncurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to theSuspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be sopermitted to be Incurred pursuant to paragraph (a) or one of the clauses set forth in paragraph (b) of thecovenant described under “— Limitation on Indebtedness,” such Indebtedness will be deemed to have been inexistence on the Issue Date so that it is classified as permitted under clause (3) of paragraph (b) of thecovenant described under “— Limitation on Indebtedness.”

Future Guarantors

STATS ChipPAC will, and will cause any future Korea Subsidiary to (a) submit all applications anddocumentation necessary to obtain all required regulatory approvals, including, without limitation, regulatoryapproval from the Bank of Korea, required for the valid issuance of Note Guarantees by such Subsidiary and(b) use commercially reasonable efforts to obtain such approvals and validly issue Note Guarantees by suchSubsidiary (the “Korea Guarantees”). STATS ChipPAC will cause such future Korea Subsidiary to provide theNote Guarantees in accordance with the indenture within 5 Business Days of the receipt of such approvals.

If any future Korea Subsidiary does not receive the necessary approvals from the Bank of Korea and forso long as such Subsidiary does not become a Guarantor, STATS ChipPAC will not, and will cause suchSubsidiary not to, grant any guarantee for the benefit of any creditors or other holders of securities without atthe same time providing a Note Guarantee in accordance with the indenture for the benefit of the Holders ofthe notes.

STATS ChipPAC will and will cause any future Subsidiary of STATS ChipPAC whose principal businessis located in Malaysia that becomes a Restricted Subsidiary to (a) submit all applications and documentationnecessary to obtain all required regulatory approvals, including, without limitation, regulatory approval fromthe Bank Negara Malaysia required for the valid issuance of Note Guarantees by such Subsidiary and (b) usecommercially reasonable efforts to obtain such approvals and validly issue Note Guarantees by suchSubsidiary. If any future Subsidiary of STATS ChipPAC whose principal business is located in Malaysia thatbecomes a Restricted Subsidiary does not receive the necessary approvals from Bank Negara Malaysia and forso long as such Subsidiary does not become a Guarantor, STATS ChipPAC will not, and will cause suchSubsidiary not to, grant any guarantee for the benefit of any creditors or other holders of securities without atthe same time providing a Note Guarantee in accordance with the indenture for the benefit of the Holders ofthe notes.

STATS ChipPAC will not, and will cause STATS ChipPAC Shanghai Co. Ltd. (and any future Subsidiaryof STATS ChipPAC whose principal business is located in the PRC that becomes a Restricted Subsidiary, asthe case may be) not to, grant any guarantee for the benefit of any creditors or other holders of securitieswithout in any such case at the same time providing a Note Guarantee in accordance with the indenture bysuch Subsidiary for the benefit of the Holders of the notes.

STATS ChipPAC will not, and will cause STATS ChipPAC (Thailand) Limited and STATS ChipPACServices (Thailand) Limited (and any future Subsidiary of STATS ChipPAC whose principal business islocated in Thailand that becomes a Restricted Subsidiary, as the case may be) not to, grant any guarantee forthe benefit of any creditors or other holders of securities, without in any such case at the same time providinga Note Guarantee in accordance with the indenture by such Subsidiary for the benefit of Holders of the notes.

If, after the Issue Date, (a) STATS ChipPAC forms or otherwise acquires, directly or indirectly, anyRestricted Subsidiary or (b) as a result of a change in law of the applicable jurisdiction, any Non-GuarantorRestricted Subsidiaries are permitted to become Guarantors under the laws of such jurisdiction, STATSChipPAC shall cause such Restricted Subsidiary to Guarantee the notes under a Note Guarantee on the termsand conditions in the indenture; provided, however, in the event STATS ChipPAC or a Restricted Subsidiaryforms or otherwise acquires, directly or indirectly, a Restricted Subsidiary organised under the laws of ajurisdiction other than the United States and the jurisdiction prohibits by law, regulation or order theRestricted Subsidiary from providing a Guarantee, STATS ChipPAC shall use all commercially reasonableefforts, including pursuing required waivers, over a period of up to one year, to provide the Guarantee. If

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STATS ChipPAC or the Restricted Subsidiary is unable during the period to obtain an enforceable NoteGuarantee in the jurisdiction, then the Restricted Subsidiary shall not be required to provide a Note Guaranteeso long as the Restricted Subsidiary does not Guarantee any other Indebtedness of STATS ChipPAC or theother Restricted Subsidiaries.

Payments for Consent

STATS ChipPAC will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly,pay or cause to be paid any consideration to or for the benefit of any Holder of notes for or as an inducementto any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unlesssuch consideration is offered to be paid and is paid to all Holders of the notes that consent, waive or agree toamend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

So long as any notes are outstanding, STATS ChipPAC will publish on its website:

(a) as soon as they are available, but in any event, on the earlier of (i) its financial statements beingmade available to other creditors, or (ii) within 120 calendar days after the end of the fiscal year ofSTATS ChipPAC, copies of its financial statements on a consolidated basis in respect of such fiscal year(including a statement of income, balance sheet and cash flow statement) audited by an internationally-recognised firm of independent accountants; and

(b) as soon as they are available, but in any event on the earlier of (i) its financial statements beingmade available to other creditors, (ii) within 45 calendar days after the end of each of the first and thirdfinancial quarter of STATS ChipPAC, and (iii) within 60 calendar days after the end of the secondfinancial quarter of STATS ChipPAC, copies of its financial statements on a consolidated basis in respectof each such quarterly period (including a statement of income, balance sheet and cash flow statement)prepared on a basis consistent with the audited financial statements of STATS ChipPAC together with acertificate signed by the person then authorised to sign financial statements on behalf of STATSChipPAC, to the effect that, to such officer’s knowledge, such financial statements present fairly, in allmaterial respects, the financial position of STATS ChipPAC as at the end of, and the results of itsoperations for, the relevant quarterly period;

The financial statements prepared by STATS ChipPAC in accordance with the immediately foregoingparagraph:

(a) shall include the following information: (i) net revenues of the non-guarantor Subsidiaries for therelevant periods, expressed as a dollar amount and as a percentage of the consolidated net revenues ofSTATS ChipPAC, (ii) operating income of the non-guarantor Subsidiaries for the relevant periods,expressed as a dollar amount and as a percentage of the consolidated operating income of STATSChipPAC, and (iii) total assets of the non-guarantor Subsidiaries as of the applicable balance sheet dates,expressed as a dollar amount and as a percentage of the total consolidated assets of STATS ChipPAC, ineach case, after eliminations of transactions and balances within these entities (but before taking intoaccount transactions and balances between the non-guarantor Subsidiaries, the Subsidiary Guarantors andSTATS ChipPAC);

(b) shall include the following information: (i) net revenues of each of (A) STATS ChipPAC Koreaand any future Korea Subsidiary that is a Guarantor (taken together) and (B) Non-Guarantor RestrictedSubsidiaries (taken together) for the relevant periods, expressed as a dollar amount and as a percentage ofthe consolidated net revenues of STATS ChipPAC, (ii) operating income of each of (A) STATSChipPAC Korea and any future Korea Subsidiary that is a Guarantor (taken together) and(B) Non-Guarantor Restricted Subsidiaries (taken together) for the relevant periods, expressed as a dollaramount and as a percentage of the consolidated operating income of STATS ChipPAC, and (iii) totalassets of each of (A) STATS ChipPAC Korea and any future Korea Subsidiary that is a Guarantor (takentogether) and (B) Non-Guarantor Restricted Subsidiaries (taken together) as of the applicable balance

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sheet dates, expressed as a dollar amount and as a percentage of the total consolidated assets of STATSChipPAC, in each case, after eliminations of transactions and balances within these entities but beforetaking into account transactions and balances between STATS ChipPAC and Non-Guarantor RestrictedSubsidiaries;

(c) shall include the following information: (i) Indebtedness and (ii) trade payables and otherliabilities outstanding as of the applicable balance sheet date of each of (A) STATS ChipPAC Korea andany future Korea Subsidiary that is a Guarantor (taken together) and (B) Non-Guarantor RestrictedSubsidiaries (taken together); and

(d) shall be delivered together with a discussion by management and analysis of the results of therelevant period compared with the corresponding period in the previous fiscal year.

Further, so long as any notes are outstanding, STATS ChipPAC will provide the Trustee (1) within 120days after the end of each fiscal year and within 14 days of a request made by the Trustee, an Officers’Certificate stating the Consolidated Coverage Ratio with respect to the four most recent fiscal quarters andshowing in reasonable detail the calculation of the Consolidated Coverage Ratio, including the arithmeticcomputations of each component of the Consolidated Coverage Ratio, with a certificate from STATSChipPAC’s external auditors verifying the accuracy and correctness of the calculation and arithmeticcomputation and (2) as soon as possible, and in any event within 30 days after STATS ChipPAC becomesaware or should reasonably become aware of the occurrence of any Event of Default or any event which withthe giving of notice or the lapse of time would become an Event of Default, an Officers’ Certificate settingforth the details of such event and what action STATS ChipPAC is taking or proposes to take with respectthereto.

So long as any securities of STATS ChipPAC are listed on any stock exchange, STATS ChipPAC willfile with the Trustee and furnish to any Holders any reports it is required to furnish to such stock exchangeunder the rules or regulations thereof.

In addition, STATS ChipPAC and the Guarantors will furnish to the Holders of notes and to securitiesanalysts and prospective investors, upon their request, any information required to be delivered pursuant toRule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the SecuritiesAct.

Events of Default and Remedies

Each of the following is an “Event of Default” with respect to the notes, as the case may be:

(1) a default in the payment of interest, or any Additional Amounts when due, continued for 30 days,on any note;

(2) a default in the payment of principal or premium, if any, of any note when due at its StatedMaturity, upon redemption, upon required repurchase, upon declaration or otherwise;

(3) the failure by STATS ChipPAC or any Guarantor to comply with its obligations under“— Certain Covenants — Merger, Consolidation or Sale of Assets” above;

(4) the failure by STATS ChipPAC or any Restricted Subsidiary to comply for 30 days after noticewith any of its obligations under “— Repurchase at the Option of Holders — Change of Control” otherthan a failure to purchase the notes, “— Repurchase at the Option of Holders — Asset Sales” other than afailure to purchase the notes, “Reports,” or any of the covenants described above under “— CertainCovenants” under “— Limitation on Indebtedness,” “— Restricted Payments,” “— Limitation onRestrictions on Distributions from Restricted Subsidiaries,” “— Liens,” “— Transactions withAffiliates”, “— Future Guarantors,” “—Additional Collateral; Acquisition of Property or Assets,”“— Post-Closing Collateral,” or “—Impairment of Security Interest;”

(5) the failure by STATS ChipPAC or any Restricted Subsidiary to comply for 60 days after noticewith other agreements contained in the indenture or the subsidiary guarantee agreement;

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(6) Indebtedness of STATS ChipPAC or any Significant Subsidiary that is not paid within anyapplicable grace period after final maturity or is accelerated by the holders thereof because of a defaultand the total amount of the Indebtedness unpaid or accelerated exceeds $15.0 million, referred to as the“cross acceleration provision;”

(7) events of bankruptcy, insolvency or reorganisation of STATS ChipPAC or a SignificantSubsidiary as specified in the indenture, referred to as the “bankruptcy provisions;”

(8) any final judgment or decree for the payment of money in excess of $50.0 million is enteredagainst STATS ChipPAC or a Significant Subsidiary, remains outstanding for a period of 60 daysfollowing the judgment and is not discharged, waived or stayed within 10 days after notice, referred to asthe “judgment default provision.” For the avoidance of doubt, the term “final judgment or decree” in thisclause (8) refers to a final, non-appealable judgment or decree;

(9) any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect, other than incompliance with the terms of the Note Guarantee or any Significant Subsidiary that is a Guarantor deniesor disaffirms its obligations under its Note Guarantee;

(10) (a) STATS ChipPAC or any Guarantor denies or disaffirms its obligations under any SecurityDocument or the Intercreditor Deed or (b) any representation or warranty made by STATS ChipPAC orany Guarantor in the Security Documents fails to be true in all material respects where such breachaffects the enforceability, validity, perfection or priority of the applicable Lien on the Collateral oradversely affects the condition or value of the Collateral, in any material respect;

(11) (a) JCET denies or disaffirms its obligations under the JCET PERP Refinancing Undertaking or(b) the Perpetual Securities are not refinanced or amended to become subordinated to all Senior Debt inmaterial compliance with the terms of the JCET PERP Refinancing Undertaking and the IntercreditorDeed;

(12) (a) any of the Security Documents, the Intercreditor Deed or the JCET PERP RefinancingUndertaking ceases to be in full force and effect (except in accordance with their respective terms) or(b) any security interest created by the Security Documents, or any subordination created under theIntercreditor Deed, JCET PERP Refinancing Undertaking or the Perpetual Securities (for so long as thePerpetual Securities remain outstanding) ceases to be legal, valid, binding, enforceable or effective or isalleged by a party to it, to be ineffective.

STATS ChipPac shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice inthe form of an Officers’ Certificate of any Event of Default under clause (6), (9), (10), (11) or (12) and anyevent which with the giving of notice or the lapse of time would become an Event of Default under clause (4),(5) or (8), its status and what action STATS ChipPac is taking or proposes to take with respect thereto.

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principalamount of the outstanding notes may and the Trustee at the written request of such Holders will (subject to theTrustee being indemnified and/or secured to its satisfaction) declare the principal of and accrued but unpaidinterest on all the notes to be due and payable. Upon a declaration, the principal and interest shall be due andpayable immediately. If an Event of Default relating to specific events of bankruptcy, insolvency orreorganisation of STATS ChipPAC occurs and is continuing, the principal of and interest on all the notes willbecome and be immediately due and payable without any declaration or other act on the part of the Trustee orany Holders of the notes. The Holders of a majority in principal amount of the outstanding notes may rescindany acceleration relating to the notes and its consequences.

Immediately following such declaration, the Trustee will provide written notice to the Common SecurityAgent in the manner provided in the Intercreditor Deed.

Contingent upon the provisions of the indenture relating to the duties of the Trustee, in case an Event ofDefault occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights orpowers under the indenture at the request or direction of any of the Holders of the notes unless such Holdershave offered to the Trustee indemnity or security against any loss, liability or expense satisfactory to the

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Trustee. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, noHolder of a note may pursue any remedy under the indenture or the notes unless:

(1) the Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25.0% in principal amount of the outstanding notes have requested the Trusteeto pursue the remedy;

(3) such Holders have offered the Trustee security and/or indemnity against any loss, liability orexpense satisfactory to the Trustee;

(4) the Trustee has not complied with the request within 60 days after receiving the request and theoffer of security and/or indemnity; and

(5) the Holders of a majority in principal amount of the outstanding notes have not given the Trusteea direction inconsistent with the request within the 60-day period.

If conditions in the indenture are met, Holders of a majority in principal amount of the outstanding notesare given the right to direct the time, method and place of conducting any proceeding for any remedy availableto the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuseto follow any direction that conflicts with law or the indenture or that the Trustee determines is undulyprejudicial to the rights of any other Holder of a note not joining in the giving of such direction or that wouldinvolve the Trustee in personal liability.

The indenture provides that if a Default occurs and is continuing and is known to the Trustee, the Trusteemust mail to each Holder of the notes notice of the Default within 90 days after it occurs. Except in the case ofa Default in the payment of principal of or interest on any note, the Trustee may withhold notice if and so longas a committee of its trust officers determines that withholding notice is not opposed to the interest of theHolders of the notes.

In addition, STATS ChipPAC is required to deliver to the Trustee, within 120 days after the end of eachfiscal year, a certificate indicating whether its signers know of any Default that occurred during the previousyear. STATS ChipPAC also is required to deliver to the Trustee, within 30 days, written notice of any eventwhich would constitute specific types of Defaults, their status and what action STATS ChipPAC is taking orproposes to take.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of STATS ChipPAC or any Guarantor, assuch, will have any liability for any obligations of STATS ChipPAC or the Guarantors under the notes, theindenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations ortheir creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver andrelease are part of the consideration for issuance of the notes. The waiver may not be effective to waiveliabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

STATS ChipPAC may at any time, at the option of its Board of Directors evidenced by a resolution setforth in an Officers’ Certificate, elect to have all of its obligations discharged with respect to the outstandingnotes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“LegalDefeasance”) except for:

(1) the rights of Holders of outstanding notes to receive payments in respect of the principal of, orinterest or premium, if any, on, such notes when such payments are due from the trust referred to below;

(2) STATS ChipPAC’s obligations with respect to the notes concerning issuing temporary notes,registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agencyfor payment and money for security payments held in trust;

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(3) the rights, powers, trusts, duties and immunities of the Trustee, and STATS ChipPAC’s and theGuarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the indenture.

In addition, STATS ChipPAC may, at its option and at any time, elect to have the obligations of STATSChipPAC and the Guarantors released with respect to certain covenants (including its obligation to makeChange of Control Offers and Asset Sale Offers) that are described in the indenture (“Covenant Defeasance”)and thereafter any omission to comply with those covenants will not constitute a Default or Event of Defaultwith respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment,bankruptcy, receivership, rehabilitation and insolvency events) described under “— Events of Default andRemedies” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) STATS ChipPAC must irrevocably deposit with the Trustee, in trust, for the benefit of theHolders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cashin U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion ofa nationally recognised investment bank, appraisal firm or firm of independent public accountants, to paythe principal of, or interest and premium, if any, on, the outstanding notes on the stated date for paymentthereof or on the applicable redemption date, as the case may be, and STATS ChipPAC must specifywhether the notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, STATS ChipPAC must deliver to the Trustee (a) an opinion ofUS counsel acceptable to the Trustee confirming that (i) STATS ChipPAC has received from, or there hasbeen published by, the Internal Revenue Service a ruling or (ii) since the Issue Date, there has been achange in the applicable United States federal income tax law, in either case to the effect that, and basedthereon such opinion of counsel will confirm that, the Holders of the outstanding notes will not recogniseincome, gain or loss for United States federal income tax purposes as a result of such Legal Defeasanceand will be subject to federal income tax on the same amounts, in the same manner and at the same timesas would have been the case if such Legal Defeasance had not occurred and (b) an opinion of Singaporecounsel and of any other jurisdiction in which STATS ChipPAC or any successor is organised or residentfor tax purposes that (i) Holders of the outstanding notes will not recognise income, gain or loss forpurposes of the tax laws of the jurisdiction as a result of such Legal Defeasance and will be subject forpurposes of the tax laws of that jurisdiction to income tax on the same amounts, in the same manner andat the same times as would have been the case if Legal Defeasance had not occurred and (ii) paymentsfrom the defeasance trust will be free or exempt from any and all withholding and other taxes of whatevernature of the jurisdiction or any political subdivision or taxing authority except in the case of a paymentmade to a Holder which can be taxed by reason of the Holder’s carrying on a business in Singapore orother jurisdiction;

(3) in the case of Covenant Defeasance, STATS ChipPAC must deliver to the Trustee (a) an opinionof US counsel acceptable to the Trustee confirming that the Holders of the outstanding notes will notrecognise income, gain or loss for United States federal income tax purposes as a result of such CovenantDefeasance and will be subject to federal income tax on the same amounts, in the same manner and at thesame times as would have been the case if such Covenant Defeasance had not occurred and (b) an opinionof Singapore counsel and of any other jurisdiction in which STATS ChipPAC or any successor isorganised or resident for tax purposes that (i) Holders of the outstanding notes will not recognise income,gain or loss for purposes of the tax laws of the jurisdiction as a result of such Covenant Defeasance andwill be subject for purposes of the tax laws of that jurisdiction to income tax on the same amounts, in thesame manner and at the same times as would have been the case if Covenant Defeasance had not occurredand (ii) payments from the defeasance trust will be free or exempt from any and all withholding and othertaxes of whatever nature of the jurisdiction or any political subdivision or taxing authority except in thecase of a payment made to a Holder which can be taxed by reason of the Holder’s carrying on a businessin Singapore or other jurisdiction;

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(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (otherthan a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)and the deposit will not result in a breach or violation of, or constitute a default under, any otherinstrument to which STATS ChipPAC or any Guarantor is a party or by which STATS ChipPAC or anyGuarantor is bound;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, orconstitute a default under, any material agreement or instrument (other than the indenture) to whichSTATS ChipPAC or any of its Subsidiaries is a party or by which STATS ChipPAC or any of itsSubsidiaries is bound;

(6) STATS ChipPAC must deliver to the Trustee an Officers’ Certificate stating that the deposit wasnot made by STATS ChipPAC with the intent of preferring the Holders of notes over the other creditorsof STATS ChipPAC with the intent of defeating, hindering, delaying or defrauding any creditors ofSTATS ChipPAC or others; and

(7) STATS ChipPAC must deliver to the Trustee an Officers’ Certificate and an opinion of counsel,each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasancehave been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the indenture, the notes, the Note Guaranteesor the Security Documents (subject to the terms of the Intercreditor Deed) may be amended or supplementedwith the consent of the Holders of at least a majority in aggregate principal amount of the applicable notesthen outstanding (including, without limitation, consents obtained in connection with a purchase of, or tenderoffer or exchange offer for, notes), and any existing Default or Event of Default or compliance with anyprovision of the indenture or the notes or the Note Guarantees may be waived with the consent of the Holdersof a majority in aggregate principal amount of the then outstanding notes affected by such waiver (including,without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for,notes).

With respect to the notes, without the consent of each Holder of notes affected, an amendment,supplement or waiver may not (with respect to any notes held by a non-consenting Holder):

(1) reduce the principal amount of notes whose Holders must consent to an amendment, supplementor waiver;

(2) reduce the principal of or change the fixed maturity of any note;

(3) reduce the principal or premium payable upon the redemption of any note or change the time atwhich any such note may be redeemed (other than the provisions relating to the covenants describedunder the captions “— Repurchase at the Option of Holders” and “— Redemption Upon Changes inWithholding Taxes”);

(4) reduce the rate of or change the time for payment of interest, including default interest, on anynote;

(5) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any,on, the notes (except a rescission of acceleration of the notes by the Holders of at least a majority inaggregate principal amount of the then outstanding notes and a waiver of the payment default thatresulted from such acceleration);

(6) make any note payable in money other than that stated in the notes;

(7) make any change in the provisions of the indenture relating to waivers of past Defaults or therights of Holders of notes to receive payments of principal of, or interest or premium, if any, on, thenotes;

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(8) waive a redemption payment with respect to any note (other than a payment required by one ofthe covenants described above under the captions “— Repurchase at the Option of Holders” and“— Redemption Upon Changes in Withholding Taxes”);

(9) release any Guarantor from any of its obligations under its Note Guarantee or the indenture,except in accordance with the terms of the indenture or the subsidiary guarantee agreement; or

(10) make any change in the preceding amendment and waiver provisions.

The consent of the Holders holding at least 75.0% in aggregate principal amount of the notes shall berequired to release any Collateral or to instruct the Trustee or the Common Security Agent to release anyCollateral pursuant to the terms of the Intercreditor Deed except in accordance with the terms of the indenture,the Security Documents and the Intercreditor Deed or to amend or supplement the provisions of the indenture,notes, Note Guarantees, Security Documents related to the Collateral or the Intercreditor Deed.

Notwithstanding the preceding, without the consent of any Holder of notes, STATS ChipPAC, theGuarantors and the Trustee may, or instruct the Common Security Agent to, amend or supplement theindenture, the notes, the Note Guarantees, the Intercreditor Deed or the Security Documents (subject to theterms of the Intercreditor Deed):

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes (provided thatthe uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code);

(3) to provide for the assumption of STATS ChipPAC’s or a Guarantor’s obligations to Holders ofnotes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all ofSTATS ChipPAC’s or such Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the Holders of notesor that does not adversely affect the legal rights under the indenture of any such Holder;

(5) to conform the text of the indenture, the Note Guarantees, the subsidiary guarantee agreement,the notes or the Intercreditor Deed to any provision of this Description of Notes to the extent that suchprovision in this Description of Notes was intended to be a verbatim recitation of a provision ofindenture, the Note Guarantees, the subsidiary guarantee agreement, the notes or the Intercreditor Deed;

(6) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respectto the notes;

(7) to make any other modifications to the notes or the indenture governing the notes of a formal,minor or technical nature or necessary to correct a manifest error or upon opinion of counsel to complywith mandatory provisions of the law of Singapore or other foreign law requirements so long as suchmodification does not adversely affect the rights of any Holder of the notes in any material respect;

(8) to enter into additional or supplement Security Documents or any amendment to the IntercreditorDeed that adds additional creditors permitted to become a party thereto as contemplated under the termsof the indenture and the Intercreditor Deed;

(9) to enter into any amendment to the Intercreditor Deed that is necessary to permit STATSChipPAC or the Guarantors to take any action that is not otherwise prohibited by the terms of theindenture;

(10) to release any Collateral from the Liens of the Security Documents in accordance with the termsof the indenture, the Intercreditor Deed or Security Documents; or

(11) to permit additional Indebtedness to be secured by the Collateral in accordance with the termsof the indenture, Security Documents and Intercreditor Deed, as applicable.

The Trustee shall be entitled to request and fully rely on an Officers’ Certificate and an opinion ofcounsel in determining whether an amendment or supplement to the indenture, the notes, the Note Guarantees,the Intercreditor Deed or the Security Documents is permitted by the foregoing clauses (1) through (11).

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Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder,when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have beenreplaced or paid and notes for whose payment money has been deposited in trust and thereafterrepaid to STATS ChipPAC, have been delivered to the paying agent for cancellation; or

(b) all notes that have not been delivered to the paying agent for cancellation have become dueand payable by reason of the mailing of a notice of redemption or otherwise or will become due andpayable within one year and STATS ChipPAC or any Guarantor has irrevocably deposited or causedto be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash inU.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of anyreinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered tothe paying agent for cancellation for principal, premium, if any, and accrued interest to the date ofmaturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (otherthan a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)and the deposit will not result in a breach or violation of, or constitute a default under, any otherinstrument to which STATS ChipPAC or any Guarantor is a party or by which STATS ChipPAC or anyGuarantor is bound;

(3) STATS ChipPAC or any Guarantor has paid or caused to be paid all sums payable by it under theindenture; and

(4) STATS ChipPAC has delivered irrevocable instructions to the Trustee under the indenture toapply the deposited money toward the payment of the notes at maturity or on the redemption date, as thecase may be.

In addition, STATS ChipPAC must deliver an Officers’ Certificate and an opinion of counsel to theTrustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Enforceability of Judgments

Since substantially all the operating assets of STATS ChipPAC and its Subsidiaries are outside the UnitedStates, any judgment obtained in the United States against STATS ChipPAC or a Guarantor, includingjudgments relating to the payment of principal, interest, Additional Amounts, redemption price and anypurchase price of the notes, may not be collectible within the United States.

STATS ChipPAC has been informed by its Singapore counsel, Drew & Napier LLC, that in its opinion(based on the assumptions and subject to the qualifications contained therein) the applicable laws of Singaporepermit an action for debt to be brought in a court of competent jurisdiction in Singapore on a final andconclusive judgment in personam on merits properly obtained against STATS ChipPAC in a competent UnitedStates federal court or a competent court of the State of New York sitting in the Borough of Manhattan in TheCity of New York, respecting the enforcement of the notes pursuant to the indenture or the indenture that isnot impeachable as void or voidable under the laws of the State of New York and that is for a specified sum inmoney and which could be enforced by execution against STATS ChipPAC in the jurisdiction of the relevantcourt and has not been stayed or satisfied in whole if:

• the relevant court that rendered the judgment has jurisdiction over STATS ChipPAC, as recognised bythe courts of Singapore and in compliance with Singapore’s conflict of laws rules and submission bySTATS ChipPAC in the indenture to the jurisdiction of the New York court will be sufficient for thispurpose;

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• the judgment was not obtained by fraud or in a manner contrary to natural justice and the enforcementthereof would not be inconsistent with public policy, as that term is understood under the applicablelaws of Singapore;

• the enforcement of the judgment does not constitute, directly or indirectly, the enforcement of foreignrevenue, expropriatory, fines, penalties, public or penal laws; and

• the action to enforce the judgment is commenced within the applicable limitation period.

Concerning the Trustee

The Bank of New York Mellon is to be appointed as Trustee under the indenture. The Bank of New YorkMellon is to be appointed as registrar, transfer agent and paying agent with regard to the notes. Except duringthe continuance of a Default, the Trustee undertakes to perform such duties and only such duties as arespecifically set forth in the indenture, and no implied covenant or obligation shall be read into the indentureagainst the Trustee. If an Event of Default has occurred and is continuing, the Trustee will use the same degreeof care and skill in its exercise of the rights and powers vested in it under the indenture as a prudent personwould exercise under the circumstances in the conduct of such person’s own affairs.

The indenture contains limitations on the rights of the Trustee, should it become a creditor of STATSChipPAC or any of the Guarantors, to obtain payment of claims in certain cases or to realise on certainproperty received by it in respect of any such claims, as security or otherwise. The Trustee is permitted toengage in other transactions, including normal banking and Trustee relationships, with STATS ChipPAC andits affiliates; provided, however, that if it acquires any conflicting interest, it must eliminate such conflict orresign.

Concerning the Common Security Agent

Citicorp International Limited has been appointed as Common Security Agent under the IntercreditorDeed and the Security Documents in respect of the security over the Collateral. The Common Security Agent,in its capacity as such, shall have such duties with respect to the Collateral pledged, assigned or grantedpursuant to the Security Documents, as are set forth in the Security Documents and the Intercreditor Deed.Under certain circumstances, the Common Security Agent may have obligations under the SecurityDocuments that are in conflict with the interests of the Holders. The Common Security Agent will not beobligated to exercise any rights or powers conferred under any of the Security Documents or the IntercreditorDeed for the benefit of the Holders, unless such Holders have offered to the Common Security Agentindemnity and/or security satisfactory to the Common Security Agent against any loss, liability or expense.Furthermore, each Holder, by accepting the notes will agree, for the benefit of the Common Security Agentthat it is solely responsible for its own independent appraisal of and investigation into all risks arising under orin connection with the Security Documents and has not relied on and will not at any time rely on the CommonSecurity Agent, in respect of such risks.

Additional Information

Anyone who receives this offering circular may obtain a copy of the indenture, the Intercreditor Deedand/or any Security Document without charge by writing to STATS ChipPAC Ltd., 10 Ang Mo Kio Street 65,#04-08/09 TechPoint, Singapore 569059, Attention: Legal Department.

Book-Entry, Delivery and Form

The notes are being offered and sold within the United States only to qualified institutional buyers (asdefined in Rule 144A) pursuant to an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act and in accordance with any applicable U.S. state securities laws(“Rule 144A Notes”). The notes also may be offered and sold in offshore transactions in reliance onRegulation S (“Regulation S Notes”). Except as set forth below, the notes will be issued in registered, globalform in minimum denominations of $200,000 and integral multiples of $1,000 in excess of $200,000. Noteswill be issued at the closing of this offering only against payment in immediately available funds.

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Rule 144A Notes initially will be represented by one or more notes in registered, global form withoutinterest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially will be representedby one or more notes in registered, global form without interest coupons (collectively, the “Regulation SGlobal Notes” and, together with the Rule 144A Global Notes, the “Global Notes”). The Global Notes will bedeposited upon issuance with The Bank of New York Mellon as custodian for The Depository Trust Company(“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case, for creditto an account of a direct or indirect participant in DTC as described below. Through and including the 40thday after the later of the commencement of this offering and the closing of this offering (such period throughand including such 40th day, the “Restricted Period”), beneficial interests in the Regulation S Global Notesmay be held only through the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”)(as indirect participants in DTC), unless transferred to a person that takes delivery through a Rule 144AGlobal Note in accordance with the certification requirements described below. Beneficial interests in theRule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes atany time except in the limited circumstances described below. See “— Exchanges Between Regulation SNotes and Rule 144A Notes.”

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to anothernominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not beexchanged for definitive notes in registered certificated form (“Certificated Notes”) except in the limitedcircumstances described below. See “— Exchange of Global Notes for Certificated Notes.” Except in thelimited circumstances described below, owners of beneficial interests in the Global Notes will not be entitledto receive physical delivery of notes in certificated form.

So long as the notes are listed on the SGX-ST and the rules of the SGX-ST so require, STATS ChipPACshall appoint and maintain a paying agent in Singapore, where the notes may be presented or surrendered forpayment or redemption, in the event that a Global Note is exchanged for definitive notes in certificated form.In addition, in the event that a Global Note is exchanged for definitive notes in certificated form,announcement of such exchange shall be made through the SGX-ST and such information shall include allmaterial information with respect to the delivery of the definitive notes in certificated form, including detailsof the paying agent in Singapore.

Rule 144A Notes (including beneficial interests in the Rule 144A Global Notes) will be subject to certainrestrictions on transfer and will bear a restrictive legend as described under “Transfer Restrictions.”Regulation S Notes will also bear the legend as described under “Transfer Restrictions.” In addition, transfersof beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and itsdirect or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may changefrom time to time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream areprovided solely as a matter of convenience. These operations and procedures are solely within the control ofthe respective settlement systems and are subject to changes by them. STATS ChipPAC takes noresponsibility for these operations and procedures and urges investors to contact the system or theirparticipants directly to discuss these matters.

DTC has advised STATS ChipPAC that DTC is a limited-purpose trust company created to holdsecurities for its participating organisations (collectively, the “Participants”) and to facilitate the clearance andsettlement of transactions in those securities between the Participants through electronic book-entry changes inaccounts of its Participants. The Participants include securities brokers and dealers (including the initialpurchasers), banks, trust companies, clearing corporations and certain other organisations. Access to DTC’ssystem is also available to other entities such as banks, brokers, dealers and trust companies that clear throughor maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “IndirectParticipants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTConly through the Participants or the Indirect Participants. The ownership interests in, and transfers of

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ownership interests in, each security held by or on behalf of DTC are recorded on the records of theParticipants and Indirect Participants.

DTC has also advised STATS ChipPAC that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated bythe initial purchasers with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownershipof these interests will be effected only through, records maintained by DTC (with respect to theParticipants) or by the Participants and the Indirect Participants (with respect to other owners ofbeneficial interest in the Global Notes).

Investors in the Rule 144A Global Notes who are Participants may hold their interests therein directlythrough DTC. Investors in the Rule 144A Global Notes who are not Participants may hold their intereststherein indirectly through organisations (including Euroclear and Clearstream) which are Participants.Investors in the Regulation S Global Notes must initially hold their interests therein through Euroclear orClearstream, if they are participants in such systems, or indirectly through organisations that are participants.After the expiration of the Restricted Period (but not earlier), investors may also hold interests in theRegulation S Global Notes through Participants in the DTC system other than Euroclear and Clearstream.Euroclear and Clearstream will hold interests in the Regulation S Global Notes on behalf of their participantsthrough customers’ securities accounts in their respective names on the books of their respective depositories,which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream.All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to theprocedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also besubject to the procedures and requirements of such systems. The laws of some states require that certainPersons take physical delivery in definitive form of securities that they own. Consequently, the ability totransfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC canact only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of aPerson having beneficial interests in a Global Note to pledge such interests to Persons that do not participate inthe DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of aphysical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have notes registered intheir names, will not receive physical delivery of notes in certificated form and will not be consideredthe registered owners or “Holders” thereof under the indenture for any purpose.

Payments in respect of the principal of, and interest and premium, if any, on, a Global Note registered inthe name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under theindenture. Under the terms of the indenture, STATS ChipPAC, the agents and the Trustee will treat thePersons in whose names the notes, including the Global Notes, are registered as the owners of the notes for thepurpose of receiving payments and for all other purposes. Consequently, neither STATS ChipPAC, the Trusteenor any agent of STATS ChipPAC or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to orpayments made on account of beneficial ownership interest in the Global Notes or for maintaining,supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s recordsrelating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or IndirectParticipants.

DTC has advised STATS ChipPAC that its current practice, upon receipt of any payment in respect ofsecurities such as the notes (including principal and interest), is to credit the accounts of the relevantParticipants with the payment on the payment date unless DTC has reason to believe that it will not receivepayment on such payment date. Each relevant Participant is credited with an amount proportionate to itsbeneficial ownership of an interest in the principal amount of the relevant security as shown on the records of

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DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will begoverned by standing instructions and customary practices and will be the responsibility of the Participants orthe Indirect Participants and will not be the responsibility of DTC, the Trustee or STATS ChipPAC. NeitherSTATS ChipPAC nor the Trustee or any agent will be liable for any delay by DTC or any of the Participantsor the Indirect Participants in identifying the beneficial owners of the notes, and STATS ChipPAC and theTrustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee forall purposes.

Subject to the transfer restrictions set forth under “Transfer Restrictions,” transfers between theParticipants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, andtransfers between participants in Euroclear and Clearstream will be effected in accordance with theirrespective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-markettransfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the otherhand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, asthe case may be, by their respective depositaries; however, such cross-market transactions will requiredelivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system inaccordance with the rules and procedures and within the established deadlines (Brussels time) of such system.Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliverinstructions to its respective depositary to take action to effect final settlement on its behalf by delivering orreceiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance withnormal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstreamparticipants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised STATS ChipPAC that it will take any action permitted to be taken by a Holder of notesonly at the direction of one or more Participants to whose account DTC has credited the interests in the GlobalNotes and only in respect of such portion of the aggregate principal amount of the notes as to which suchParticipant or Participants has or have given such direction. However, if there is an Event of Default under thenotes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and todistribute such notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfersof interests in the Rule 144A Global Notes and the Regulation S Global Notes among participants in DTC,Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures,and may discontinue such procedures at any time. None of STATS ChipPAC, the Trustee, the paying agent,the transfer agent, the registrar and any of their respective agents will have any responsibility for theperformance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of theirrespective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes if:

(1) DTC (a) notifies STATS ChipPAC that it is unwilling or unable to continue as depositary for theGlobal Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in eithercase, STATS ChipPAC fails to appoint a successor depositary;

(2) STATS ChipPAC, at its option, notifies the Trustee in writing that it elects to cause the issuanceof the Certificated Notes; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon priorwritten notice given to the Trustee by or on behalf of DTC in accordance with the indenture. In all cases,Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will beregistered in the names, and issued in any approved denominations, requested by or on behalf of the depositary

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(in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in“Transfer Restrictions,” unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferorfirst delivers to the Trustee a written certificate (in the form provided in the indenture) to the effect that suchtransfer will comply with the appropriate transfer restrictions applicable to such notes. See “TransferRestrictions.”

Exchanges Between Regulation S Notes and Rule 144A Notes

Prior to the expiration of the Restricted Period, beneficial interests in the Regulation S Global Note maybe exchanged for beneficial interests in the Rule 144A Global Note only if:

(1) such exchange occurs in connection with a transfer of the notes pursuant to Rule 144A; and

(2) the transferor first delivers to the Trustee a written certificate (in the form provided in theindenture) to the effect that the notes are being transferred to a Person:

(a) who the transferor reasonably believes to be a qualified institutional buyer within themeaning of Rule 144A;

(b) purchasing for its own account or the account of a qualified institutional buyer in atransaction meeting the requirements of Rule 144A; and

(c) in accordance with all applicable securities laws of the states of the United States and otherjurisdictions.

Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in theform of an interest in the Regulation S Global Note, whether before or after the expiration of the RestrictedPeriod, only if the transferor first delivers to the Trustee a written certificate (in the form provided in theindenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S orRule 144 (if available) and that, if such transfer occurs prior to the expiration of the Restricted Period, theinterest transferred will be held immediately thereafter through Euroclear or Clearstream.

Transfers involving exchanges of beneficial interests between the Regulation S Global Notes and theRule 144A Global Notes will be effected by DTC by means of an instruction originated by the Trustee throughthe DTC Deposit/Withdraw at Custodian system. Accordingly, in connection with any such transfer,appropriate adjustments will be made to reflect a decrease in the principal amount of the Regulation S GlobalNote and a corresponding increase in the principal amount of the Rule 144A Global Note or vice versa, asapplicable. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes deliveryin the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such GlobalNote and will become an interest in the other Global Note and, accordingly, will thereafter be subject to alltransfer restrictions and other procedures applicable to beneficial interests in such other Global Note for solong as it remains such an interest. The policies and practices of DTC may prohibit transfers of beneficialinterests in the Regulation S Global Note prior to the expiration of the Restricted Period.

Same Day Settlement and Payment

STATS ChipPAC will make payments in respect of the notes represented by the Global Notes (includingprincipal, premium, if any, and interest) by wire transfer of immediately available funds to the accountsspecified by DTC or its nominee. STATS ChipPAC will make all payments of principal, interest and premium,if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accountsspecified by the Holders of the Certificated Notes or, if no such account is specified, by mailing a check toeach such Holder’s registered address. The notes represented by the Global Notes are expected to trade inDTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such noteswill, therefore, be required by DTC to be settled in immediately available funds. STATS ChipPAC expectsthat secondary trading in any Certificated Notes will also be settled in immediately available funds.

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Because of time zone differences, the securities account of a Euroclear or Clearstream participantpurchasing an interest in a Global Note from a Participant will be credited, and any such crediting will bereported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day(which must be a business day for Euroclear and Clearstream) immediately following the settlement date ofDTC. DTC has advised STATS ChipPAC that cash received in Euroclear or Clearstream as a result of sales ofinterests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be receivedwith value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cashaccount only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for afull disclosure of all defined terms used therein, as well as any other capitalised terms used herein for whichno definition is provided.

“Additional Bridge Collateral” has the meaning assigned to that term in the indenture governing thenotes.

“Additional Pari Passu Debt” means any (a) Indebtedness Incurred as permitted under clauses (a), (b)(7),(b)(14) and (b)(15) of the covenant “— Limitation on Indebtedness”, (b) Indebtedness Incurred pursuant to theTake-Out Facilities and (c) any Refinancing Indebtedness Incurred in connection with the Refinancing of anyof the Bridge Loan Facility Debt, the notes and any other Additional Pari Passu Debt, provided that suchIndebtedness is not expressly subordinated or contractually junior to any Indebtedness of STATS ChipPAC orits Subsidiaries and provided further that in each case the obligee(s) (or duly appointed trustee, agent or otherrepresentative acting on behalf of such obligees) of such indebtedness has acceded to the Intercreditor Deed inaccordance with the provisions thereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlledby or under direct or indirect common control with such specified Person. For purposes of this definition,“control,” as used with respect to any Person, means the possession, directly or indirectly, of the power todirect or cause the direction of the management or policies of such Person, whether through the ownership ofvoting securities, by agreement or otherwise; provided that beneficial ownership of 10.0% or more of theVoting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,”“controlled by” and “under common control with” have correlative meanings.

“Agreed Security Principles” means those security principles provided in (a) the Bridge Loan Facilityuntil the Take-Out Facilities are entered into, (b) the Take-Out Facilities after the date of the Take-OutFacilities and for so long as the Take-Out Facilities remain outstanding and (c) any Credit Facilities used torefinance the Take-Out Facilities or entered into after the Take-Out Facilities are repaid in full; provided that,if neither the Take-Out Facilities nor any Credit Facilities described in (c) above remains outstanding, theagreed upon principles set forth in the Take-Out Facilities shall remain in effect and all references to thefacility agent within such security principles shall be deemed to be replaced with references to the Trustee.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale,lease, conveyance or other disposition of all or substantially all of the assets of STATS ChipPAC and itsRestricted Subsidiaries taken as a whole will be governed by the provisions of the indenture describedabove under the caption “— Repurchase at the Option of Holders — Change of Control” and/or theprovisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale ofAssets” and not by the provisions of the indenture described above under the caption “— Redemption atthe Option of Holders — Asset Sales”; and

(2) the issuance of Equity Interests in any of STATS ChipPAC’s Restricted Subsidiaries or the saleof Equity Interests in any of its Subsidiaries.

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Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair MarketValue of less than $1.0 million;

(2) a transfer of assets between or among STATS ChipPAC and the Guarantors;

(3) an issuance of Equity Interests by a Restricted Subsidiary of STATS ChipPAC to STATSChipPAC or to a Guarantor of STATS ChipPAC;

(4) a transfer of assets owned by STATS ChipPAC Shanghai Co. Ltd. on the Issue Date to aRestricted Subsidiary in the PRC in accordance with paragraph (14) of the definition of “PermittedInvestments”;

(5) the sale or lease of products, services, accounts receivable or inventory in the ordinary course ofbusiness and any sale or other disposition of damaged, uneconomical, negligible, surplus, worn-out orobsolete assets or assets that are no longer useful in the conduct of business of STATS ChipPAC and itsRestricted Subsidiaries, in each case, in the ordinary course of business;

(6) the sale or other disposition of cash, cash equivalents or marketable securities;

(7) a Restricted Payment that does not violate the covenant described above under the caption“— Certain Covenants — Restricted Payments” or a Permitted Investment;

(8) the issuance, sale or other disposition of shares of Capital Stock of a Restricted Subsidiary wheresuch shares are directors’ qualifying shares or are required by applicable law to be held by a Person otherthan STATS ChipPAC or a Restricted Subsidiary;

(9) dispositions of receivables in connection with the compromise, settlement or collection thereof inthe ordinary course of business or in bankruptcy or similar proceedings;

(10) the lease, assignment or sublease of any real or personal property in the ordinary course ofbusiness and consistent in scale and scope with past practice;

(11) the granting of a Permitted Lien; and

(12) the sale, lease, conveyance or other disposition of any Receivables Programme Assets by theCompany or any Restricted Subsidiary in connection with a Receivables Programme.

“Asset Sale Offer” has the meaning assigned to that term in the indenture governing the notes.

“Attributable Debt” relating to a Sale/Leaseback Transaction means, as at the time of determination, thepresent value (discounted at the interest rate borne by the notes, compounded annually) of the total obligationsof the lessee for rental payments during the remaining term of the lease included in the Sale/LeasebackTransaction, including any period for which the lease has been extended or may, at the option of the lessor, beextended.

“Average Life” means, as of the date of determination, relating to any Indebtedness or Preferred Stock,the quotient obtained by dividing: (1) the sum of the products of the numbers of years from the date ofdetermination to the dates of each successive scheduled principal payment of the Indebtedness or redemptionor similar payment relating to the Preferred Stock multiplied by the amount of the payment by (2) the sum ofall the payments.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under theExchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term isused in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership ofall securities that such “person” has the right to acquire by conversion or exercise of other securities, whethersuch right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. Theterms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

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“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereofduly authorised to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controllingcommittee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similarfunction.

“Bridge Loan Facility” means the facility agreement dated 6 August 2015 made between, among others,STATS ChipPAC and DBS Bank Ltd, as amended or supplemented from time to time.

“Bridge Loan Facility Agent” means DBS Bank Ltd.

“Bridge Loan Facility Debt” means all the liabilities of STATS ChipPAC and its Subsidiaries (excludingSTATS ChipPAC Shanghai Co. Ltd., STATS ChipPAC (Thailand) Limited and STATS ChipPAC Services(Thailand) Limited) Incurred under the Bridge Loan Facility; provided that the maximum principal amount ofIndebtedness under the Bridge Loan Facility shall be limited to the aggregate of (i) $538 million less theamount of the Notes which are applied in prepayment thereof and (ii) $120 million.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as acapital lease for financial reporting purposes in compliance with GAAP, and the amount of Indebtednessrepresented by the obligation shall be the capitalised amount of the obligation determined in compliance withGAAP; and the Stated Maturity of the obligation shall be the date of the last payment of rent or any otheramount due under the lease prior to the first date upon which the lease may be terminated by the lesseewithout payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rightsor other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general orlimited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of theprofits and losses of, or distributions of assets of, the issuing Person, but excluding from all of theforegoing any debt securities convertible into Capital Stock, whether or not such debt securities includeany right of participation with Capital Stock.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way ofmerger or consolidation), in one or a series of related transactions, of all or substantially all of theproperties or assets of STATS ChipPAC and its Subsidiaries taken as a whole to any “person” (as thatterm is used in Section 13(d) of the Exchange Act) other than to one or more Permitted Holders;

(2) the adoption of a plan relating to the liquidation or dissolution of STATS ChipPAC;

(3) the Permitted Holders are or become the Beneficial Owners of less than 70% of the aggregate ofthe voting power of the Voting Stock of STATS ChipPAC;

(4) a majority of the members of the Board of Directors are not Continuing Directors; or

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(5) STATS ChipPAC consolidates with, or merges with or into, any Person, other than the PermittedHolders, or any Person other than the Permitted Holders, consolidates with, or merges with or into,STATS ChipPAC, in any such event pursuant to a transaction in which any of the outstanding VotingStock of STATS ChipPAC or such other Person is converted into or exchanged for cash, securities orother property, other than any such transaction where the Voting Stock of STATS ChipPAC outstandingimmediately prior to such transaction is converted into or exchanged for Voting Stock (other thanDisqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding sharesof such Voting Stock of such surviving or transferee Person (immediately after giving effect to suchissuance).

“Change of Control Offer” has the meaning assigned to that term in the indenture governing the notes.

“Collateral” has the meaning assigned to that term in the indenture governing the notes.

“Common Security Agent” means Citicorp International Limited.

“Consolidated Coverage Ratio” as of any date of determination means the ratio of (a) the aggregateamount of EBITDA for the period of the most recent four consecutive fiscal quarters for which internalfinancial statements are available ending on or prior to the date of determination to (b) Consolidated InterestExpense for the four fiscal quarters; provided, however, that:

(1) if STATS ChipPAC or any Restricted Subsidiary has Incurred any Indebtedness since thebeginning of the period that remains outstanding or if the transaction giving rise to the need to calculatethe Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and ConsolidatedInterest Expense for the period shall be calculated after giving effect on a pro forma basis to theIndebtedness as if the Indebtedness had been Incurred on the first day of the period (except that in makingsuch computation, the amount of Indebtedness under any revolving credit facility outstanding on the dateof such calculation will be deemed to be (i) the average daily balance of such Indebtedness during suchfour fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facilitywas created after the end of such four fiscal quarters, the average daily balance of such Indebtednessduring the period from the date of creation of such facility to the date of such calculation) and thedischarge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with theproceeds of the new Indebtedness as if the discharge had occurred on the first day of the period;

(2) if STATS ChipPAC or any Restricted Subsidiary has repaid, repurchased, defeased or otherwisedischarged any Indebtedness since the beginning of the period or if any Indebtedness is to be repaid,repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under anyrevolving credit facility unless the Indebtedness has been permanently repaid and has not been replaced)on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio,EBITDA and Consolidated Interest Expense for the period shall be calculated on a pro forma basis as ifthe discharge had occurred on the first day of the period and as if STATS ChipPAC or the RestrictedSubsidiary has not earned the interest income actually earned during the period relating to cash orTemporary Cash Investments used to repay, repurchase, defease or otherwise discharge the Indebtedness;

(3) if since the beginning of the period STATS ChipPAC or any Restricted Subsidiary shall havemade any Asset Sale or if the transaction giving rise to the need to calculate the Consolidated CoverageRatio is such an Asset Sale, the EBITDA for the period shall be reduced by an amount equal to theEBITDA, if positive, directly attributable to the assets which are the subject of the Asset Sale for theperiod, or increased by an amount equal to the EBITDA, if negative, directly attributable for the periodand Consolidated Interest Expense for the period shall be reduced by an amount equal to the ConsolidatedInterest Expense directly attributable to any Indebtedness of STATS ChipPAC or any RestrictedSubsidiary repaid, repurchased, defeased or otherwise discharged relating to STATS ChipPAC and itscontinuing Restricted Subsidiaries in connection with the Asset Sale for the period (or, if the CapitalStock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for the period directlyattributable to the Indebtedness of the Restricted Subsidiary to the extent STATS ChipPAC and itscontinuing Restricted Subsidiaries are no longer liable for the Indebtedness after the sale);

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(4) if since the beginning of the period STATS ChipPAC or any Restricted Subsidiary, by merger orotherwise, shall have made an Investment in any Restricted Subsidiary, or any Person which becomes aRestricted Subsidiary, or an acquisition of assets, including any acquisition of assets occurring inconnection with a transaction requiring a calculation to be made hereunder, which constitutes all orsubstantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for theperiod shall be calculated after giving their pro forma effect, including the Incurrence of anyIndebtedness, as if the Investment or acquisition occurred on the first day of the period; and

(5) if since the beginning of the period any Person, that subsequently became a Restricted Subsidiaryor was merged with or into STATS ChipPAC or any Restricted Subsidiary since the beginning of theperiod, shall have made any Asset Sale, any Investment or acquisition of assets that would have requiredan adjustment under clause (3) or (4) above if made by STATS ChipPAC or a Restricted Subsidiaryduring the period, EBITDA and Consolidated Interest Expense for the period shall be calculated aftergiving their pro forma effect as if the Asset Sale, Investment or acquisition occurred on the first day ofthe period.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition or dispositionof assets, the amount of income or earnings relating to the acquisition or disposition and the amount ofConsolidated Interest Expense associated with any Indebtedness Incurred in connection with, the acquisitionor disposition, the pro forma calculations shall be determined in good faith by a responsible financial oraccounting officer of STATS ChipPAC and shall include any applicable Pro Forma Cost Savings. If anyIndebtedness bears a floating rate of interest and is being given pro forma effect, the interest of theIndebtedness shall be calculated as if the rate in effect on the date of determination had been the applicablerate for the entire period, taking into account any Interest Rate Agreement applicable to the Indebtedness if theInterest Rate Agreement has a remaining term in excess of 12 months.

“Consolidated Interest Expense” means, for any period, STATS ChipPAC’s total interest expense andthat of its consolidated Restricted Subsidiaries determined in compliance with GAAP, plus, to the extent notincluded in total interest expense, and to the extent incurred by STATS ChipPAC or its RestrictedSubsidiaries, without duplication:

(1) interest expense attributable to Capital Lease Obligations and the interest expense attributable toleases constituting part of a Sale/Leaseback Transaction, in each case, determined in compliance withGAAP;

(2) amortisation of debt discount and debt issuance cost;

(3) capitalised interest;

(4) non-cash interest expenses;

(5) commissions, discounts and other fees and charges owed relating to letters of credit and bankers’acceptance financing;

(6) net costs associated with Hedging Obligations involving any Interest Rate Agreement, includingamortisation of fees, determined compliance GAAP;

(7) dividends paid in cash or Disqualified Stock relating to (A) all Preferred Stock of RestrictedSubsidiaries and (B) all of STATS ChipPAC’s Disqualified Stock, in each case, held by Persons otherthan STATS ChipPAC or a Wholly Owned Subsidiary;

(8) interest actually paid by STATS ChipPAC or a Restricted Subsidiary under any Guarantee ofIndebtedness of any other Person;

(9) any distributions or dividends paid under the terms of the Perpetual Securities; and

(10) the cash contributions to any employee stock ownership plan or similar trust to the extent thecontributions are used by the plan or trust to pay interest or fees to any Person other than STATSChipPAC in connection with Indebtedness Incurred by the plan or trust;

and less, to the extent included in total interest expense, the amortisation during the period of capitalisedfinancing costs associated with the issuance of the notes.

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“Consolidated Net Income” means, for any period, the net income of STATS ChipPAC and itsconsolidated Subsidiaries determined in compliance with GAAP; provided, however, that there shall not beincluded in the Consolidated Net Income:

(1) any net income of any Person other than STATS ChipPAC if the Person is not a RestrictedSubsidiary, except that (A) limited by the exclusion contained in clause (4) below, STATS ChipPAC’sequity in the net income of the Person for the period shall be included in Consolidated Net Income up tothe aggregate amount of cash actually distributed by the Person during the period to STATS ChipPAC ora Restricted Subsidiary as a dividend or other distribution subject, in the case of a dividend or otherdistribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below and(B) STATS ChipPAC’s equity in a net loss of the Person for the period shall be included in determiningthe Consolidated Net Income;

(2) any net income or loss of any Person acquired by STATS ChipPAC or any of its Subsidiaries in apooling of interests transaction for any period prior to the date of the acquisition;

(3) any net income or loss of any Restricted Subsidiary if the Restricted Subsidiary is restricted,directly or indirectly, in its ability to pay dividends or make distributions, directly or indirectly, toSTATS ChipPAC, except that (A) limited by the exclusion contained in clause (4) below, STATSChipPAC’s equity in the net income of the Restricted Subsidiary for the period shall be included inConsolidated Net Income up to the aggregate amount of cash that could have been distributed by theRestricted Subsidiary consistent with these restrictions during the period to STATS ChipPAC or anotherRestricted Subsidiary as a dividend or other distribution subject, in the case of a dividend or otherdistribution paid to another Restricted Subsidiary, to the limitation contained in this clause, and(B) STATS ChipPAC’s equity in a net loss of any the Restricted Subsidiary for the period shall beincluded in determining Consolidated Net Income;

(4) any gain or loss realised upon the sale or other disposition of any of assets of STATS ChipPACor those of its consolidated Subsidiaries, including under any sale-and-leaseback arrangement, which isnot sold or otherwise disposed of in the ordinary course of business and any gain or loss realised upon thesale or other disposition of any Capital Stock of any Person;

(5) any extraordinary or unusual gains or losses and the related tax effect in compliance with GAAP;

(6) any translation gains and losses due solely to fluctuations in currency values and the related taxeffect in compliance with GAAP; or

(7) the cumulative effect of a change in accounting principles.

Notwithstanding the provisions, for the purposes of the covenant described under “— CertainCovenants — Restricted Payments” only, there shall be excluded from Consolidated Net Income anydividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries toSTATS ChipPAC or a Restricted Subsidiary to the extent the dividends, repayments or transfers increase theamount of Restricted Payments permitted under the covenant under clause (a)(3)(D) thereof.

“Continuing Directors” means, as of the date of determination, any member of the Board of Directorswho (1) was a member of such board of directors on the date of the indenture or (2) was nominated forelection or elected to such board of directors with the approval of a majority of the Continuing Directors whowere members of such board of directors at the time of such nomination or election.

“Credit Facilities” means, one or more debt facilities or commercial paper facilities, in each case, withbanks or other institutional lenders providing for revolving credit loans, term loans, receivables financing(including through the sale of receivables to such lenders or to special purpose entities formed to borrow fromsuch lenders against such receivables) or letters of credit, in each case, as amended, restated, modified,renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including bymeans of sales of debt securities to institutional investors) in whole or in part from time to time.

“Currency Agreement” of a Person means any foreign exchange contract, currency swap agreement orother similar agreement to which the Person is a party or beneficiary.

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“Default” means any event that is, or with the passage of time or the giving of notice or both would be, anEvent of Default.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security intowhich it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the CapitalStock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fundobligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, onor prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the precedingsentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the CapitalStock have the right to require STATS ChipPAC to repurchase such Capital Stock upon the occurrence of achange of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stockprovide that STATS ChipPAC may not repurchase or redeem any such Capital Stock pursuant to suchprovisions unless such repurchase or redemption complies with the covenant described above under thecaption “— Certain Covenants — Restricted Payments.” The amount of Disqualified Stock deemed to beoutstanding at any time for purposes of the indenture will be the maximum amount that STATS ChipPAC andits Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatoryredemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“EBITDA” for any period means the sum of Consolidated Net Income, plus Consolidated InterestExpense plus the following in the amount deducted in calculating Consolidated Net Income, withoutduplication:

(1) all income tax expense of STATS ChipPAC and its consolidated Restricted Subsidiaries;

(2) depreciation expense of STATS ChipPAC and its consolidated Restricted Subsidiaries;

(3) amortisation expense or non-cash impairment charges recorded in connection with theapplication of Financial Accounting Standards No. 142 “Goodwill and Other Intangibles” of STATSChipPAC and its consolidated Restricted Subsidiaries, excluding amortisation expense other than theamortisation of capitalised financing costs, attributable to a prepaid cash item that was paid in a priorperiod;

(4) all non-cash stock-based compensation charges of STATS ChipPAC and its consolidatedRestricted Subsidiaries;

(5) fees, expenses and redemption premium of a non-recurring nature incurred in connection with thetender offer and consent solicitation relating to and the redemption of the Existing Notes, andprofessional fees and expenses relating to the negotiation and execution of the Indenture relating to theNotes and charges arising from purchase and redemption of the Existing Notes, including write-offs ofdebt issuance costs relating thereto;

(6) all other non-cash charges of STATS ChipPAC and its consolidated Restricted Subsidiaries,excluding any non-cash charge to the extent it represents an accrual of or reserve for cash expenditures inany future period;

(7) the amount of any minority interest expense of subsidiary income attributable to minority equityinterest of third parties deducted (and not added back) in such period in calculating consolidated netincome; and

(8) any net loss from discontinued or discontinuing operations,

in each case for the period. Notwithstanding these provisions, the provision for taxes based on the income orprofits of, and the depreciation and amortisation and non-cash charges of, a Restricted Subsidiary shall beadded to Consolidated Net Income to compute EBITDA only in an amount that and in the same proportion thatthe net income of the Restricted Subsidiary was included in calculating Consolidated Net Income and only if acorresponding amount would be permitted at the date of determination to be dividend to STATS ChipPAC bythe Restricted Subsidiary without prior approval that has not been obtained, under the terms of its charter andall agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulationsapplicable to the Restricted Subsidiary or its stockholders.

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“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock(but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willingseller in a transaction not involving distress or necessity of either party, determined in good faith by the Boardof Directors of STATS ChipPAC (unless otherwise provided in the indenture).

“Fitch” means Fitch Ratings Inc.

“GAAP” means Singapore Financial Reporting Standards, which are in effect on the Issue Date, exceptwith respect to the covenant described under “Reports,” in which case GAAP means such principles as ineffect from time to time. Except as otherwise expressly provided in the indenture, all ratios and calculationsbased on GAAP contained in the indenture shall be computed in conformity with GAAP.

“Government Securities” means securities that are direct obligations, or certificates representing anownership interest in the obligations, of the United States of America, including any Person controlled orsupervised by and acting as an agency or instrumentality of the United States, for the payment of which thefull faith and credit of the United States of America is pledged and which are not callable at the issuer’soption.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in theordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledgeof assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of anyIndebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, topurchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions orotherwise).

“Guarantors” means each of:

(1) STATS ChipPAC, Inc., a Delaware corporation, ChipPAC International Company Limited, acompany incorporated under the laws of the British Virgin Islands, STATS ChipPAC (Barbados) Ltd., acompany organised under the laws of Barbados, STATS ChipPAC (BVI) Limited, a companyincorporated under the laws of the British Virgin Islands, STATS ChipPAC Korea, a company organisedunder the laws of Republic of Korea, and STATS ChipPAC Malaysia, a company organised under thelaws of Malaysia; and

(2) any other Subsidiary of STATS ChipPAC that executes a Note Guarantee in accordance with theprovisions of the indenture,

and their respective successors and assigns, in each case, until the Note Guarantee of such Person has beenreleased in accordance with the provisions of the indenture and the subsidiary guarantee agreement.

“Hedging Obligations” of any Person means the obligations of the Person under any Interest RateAgreement or Currency Agreement.

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, thatany Indebtedness or Capital Stock of a Person existing at the time the Person becomes a Subsidiary (whetherby merger, consolidation, acquisition or otherwise) will be considered to be Incurred by the Subsidiary at thetime it becomes a Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning.The accretion of principal of a non-interest bearing or other discount security, and the issuance as interest ordividend payments of pay-in-kind securities having identical terms to the underlying security and which pay-in-kind securities were contemplated on the issue date of the underlying security, in each case shall not bedeemed the Incurrence of Indebtedness.

“Indebtedness” of any Person on any date of determination means, without duplication:

(1) the principal of and premium, if any, of (A) indebtedness of the Person for money borrowed and(B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment ofwhich the Person is responsible or liable;

(2) all Capital Lease Obligations of the Person and all Attributable Debt of Sale/LeasebackTransactions entered into by the Person;

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(3) all obligations of the Person issued or assumed as the deferred purchase price of property, allconditional sale obligations of the Person and all obligations of the Person under any title retentionagreement, but excluding trade accounts and accrued expenses payable arising in the ordinary course ofbusiness;

(4) all obligations of the Person for the reimbursement of any obligor on any letter of credit,banker’s acceptance or similar credit transaction, other than obligations under letters of credit securingobligations, other than obligations described in clauses (1) through (3) above, entered into in the ordinarycourse of business of the Person to the extent the letters of credit are not drawn upon or, if and to theextent drawn upon, the drawing is reimbursed no later than the tenth business day following payment onthe letter of credit;

(5) the amount of all obligations of the Person relating to the redemption, repayment or otherrepurchase of any Disqualified Stock or, relating to any Subsidiary of the Person, the liquidationpreference relating to, any Preferred Stock, but excluding, in each case, any accrued dividends;

(6) all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividendsof other Persons for the payment of which, in either case, the Person is responsible or liable, directly orindirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

(7) all obligations of the type referred to in clauses (1) through (6) of other Persons secured by anyLien on any property or asset of the Person, whether or not the obligation is assumed by the Person, theamount of the obligation being deemed to be the lesser of the value of the property or assets or theamount of the obligation so secured; and

(8) to the extent not otherwise included in this definition, Hedging Obligations of the Person.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at the date of allunconditional obligations as described above and the maximum liability, upon the occurrence of thecontingency giving rise to the obligation, of any contingent obligations at the date; provided, however, that theamount outstanding at any time of any Indebtedness issued with original issue discount will be considered tobe the face amount of the Indebtedness less the remaining unamortised portion of the original issue discount ofthe Indebtedness at the time as determined in compliance with GAAP.

“Intercreditor Deed” means the intercreditor deed dated 6 August 2015, among, inter alia, STATSChipPAC, the Guarantors, the Bridge Loan Facility Agent, the Common Security Agent, the Korean SecurityAgent, as acceded to by the Trustee on behalf of the Holders on the Issue Date and each other holder of SeniorDebt (or their duly appointed trustee, agent or other representative acting on such holders’ behalf) from time totime, as amended, restated or amended and restated from time to time in accordance with the terms thereof.

“Interest Rate Agreement” of a Person means any interest rate swap agreement, interest rate capagreement or other financial agreement or arrangement designed to protect the Person against fluctuations ininterest rates.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’sand BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch.

“Investments” by any Person means all investments by the Person in other Persons in the forms of anydirect or indirect advance, loan other than (A) advances to customers in the ordinary course of business thatare recorded as accounts receivable on the balance sheet of the lender and (B) commission, payroll, travel andsimilar advances to officers and employees made in the ordinary course of business, or other extensions ofcredit, including by way of Guarantee or similar arrangement, or capital contribution to, by means of anytransfer of cash or other property to others or any payment for property or services for the account or use ofothers, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by theother Person. For purposes of the definition of “Unrestricted Subsidiary,” the definition of “RestrictedPayment” and the covenant described under “— Certain Covenants — Restricted Payments”:

(1) “Investment” shall include the portion, proportionate to STATS ChipPAC’s equity interest in theSubsidiary, of the Fair Market Value of the net assets of any Subsidiary of STATS ChipPAC at the time

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that the Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignationof the Subsidiary as a Restricted Subsidiary, STATS ChipPAC will be considered to continue to have apermanent “Investment” in an Unrestricted Subsidiary equal to an amount, if positive, equal to (x) STATSChipPAC’s “Investment” in the Subsidiary at the time of the redesignation less (y) the portion,proportionate to STATS ChipPAC’s equity interest in the Subsidiary, of the Fair Market Value of the netassets of the Subsidiary at the time of the redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair MarketValue at the time of the transfer.

“Issue Date” means 24 November 2015.

“JCET” means Jiangsu Changjiang Electronics Technology Co., Ltd.

“JCET PERP Refinancing Undertaking” means that certain JCET PERP Refinancing Undertaking dated6 August 2015 by JCET in favour of the Common Security Agent.

“JCET Preferred Stock” means Preferred Stock of STATS ChipPAC, issued to and held by JCET (butonly so long as JCET is the owner of such Preferred Stock); provided that such Preferred Stock (i) by its terms(and by the terms of any security into which it is convertible or for which it is exchangeable) is not required tobe repaid, redeemed, repurchased or otherwise retired, in whole or in part, on or prior to 366 days after thefinal Stated Maturity of the notes and (ii) by its terms, does not provide for any cash payment of dividends ordistributions (or premium, if any).

“Korea Collateral” has the meaning assigned to that term in the indenture governing the notes.

“Korea Guarantees” has the meaning assigned to that term in the indenture governing the notes.

“Korean Security Agent” means Citibank Korea Inc.

“Korea Subsidiary” means any future Subsidiary of STATS ChipPAC whose principal business is locatedin Korea that becomes a Restricted Subsidiary.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of NewYork or at a place of payment are authorised by law, regulation or executive order to remain closed. If apayment date is a Legal Holiday at a place of payment, payment may be made at that place on the nextsucceeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the interveningperiod.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest orencumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected underapplicable law, including any conditional sale or other title retention agreement, any lease in the naturethereof, any option or other agreement to sell or give a security interest in and any filing of or agreement togive any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Cash Proceeds” relating to any issuance or sale of Capital Stock, means the cash proceeds of theissuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts orcommissions and brokerage, consultant and other fees actually incurred in connection with the issuance or saleand net of taxes paid or payable as a result the issuance or sale and any reserve for adjustment in the sale priceof the asset or assets established in compliance with GAAP.

“Net Proceeds” means the aggregate cash proceeds received by STATS ChipPAC or any of its RestrictedSubsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale orother disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating tosuch Asset Sale, including, without limitation, legal, accounting and investment banking fees, and salescommissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as aresult of the Asset Sale, in each case, after taking into account any available tax credits or deductions and anytax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than

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Specified Senior Indebtedness, secured by a Lien on the asset or assets that were the subject of such AssetSale, and any reserve for adjustment in respect of the sale price of such asset or assets established inaccordance with GAAP against any liabilities associated with the transaction and retained by STATSChipPAC or any of its Restricted Subsidiaries after such sale or other disposition thereof, including, withoutlimitation, pension and other post employment benefit liabilities and liabilities related to environmentalmatters or against any indemnification obligations associated with such transaction.

“Non-Guarantor Restricted Subsidiary” means any Restricted Subsidiary that is organised under the lawsof a jurisdiction other than the United States and the jurisdiction prohibits by law, regulation or order theRestricted Subsidiary from providing a Guarantee or STATS ChipPAC and such Restricted Subsidiary areunable, after using commercially reasonable efforts, to obtain all regulatory approvals required for the validissuance of a Note Guarantee by such Restricted Subsidiary.

“Note Guarantee” means the Guarantee by each Guarantor of STATS ChipPAC’s obligations under theindenture and the notes, executed pursuant to the provisions of the indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damagesand other liabilities payable under the documentation governing any Indebtedness.

“Obsolete Assets” means any damaged, uneconomical, negligible, surplus, worn-out or obsolete asset orassets that are no longer useful in the conduct of business of STATS ChipPAC and its Restricted Subsidiaries;provided that any such asset is at least four years old.

“Officers’ Certificate” has the meaning assigned to that term in the indenture governing the notes.

“Permitted Holders” means JCET and National Integrated Circuit Industry Investment Fund Co., Ltd.

“Permitted Investments” means an Investment by STATS ChipPAC or any Restricted Subsidiary in:

(1) a Restricted Subsidiary that is a Guarantor or a Person that will, upon the making of theInvestment, become a Restricted Subsidiary that is a Guarantor; provided, however, that the primarybusiness of such Restricted Subsidiary is a Related Business;

(2) another Person if as a result of the Investment the other Person is merged or consolidated with orinto, or transfers or conveys all or substantially all its assets to, STATS ChipPAC or a RestrictedSubsidiary that is a Guarantor; provided, however, that such Person’s primary business is a RelatedBusiness;

(3) Temporary Cash Investments;

(4) receivables owing to STATS ChipPAC or any Restricted Subsidiary if created or acquired in theordinary course of business and payable or dischargeable on customary trade terms; provided, however,that the trade terms may include the concessionaire trade terms as STATS ChipPAC or the RestrictedSubsidiary deems reasonable under the circumstances;

(5) Investments in existence on the Issue Date;

(6) any Person to the extent that such Person is a supplier (or an Affiliate thereof) to STATSChipPAC or any of its Restricted Subsidiaries and as a result of such Investment, STATS ChipPAC orsuch Restricted Subsidiary receives improved technology or materially improved pricing, timing ofdelivery or availability with respect to the products or services provided by such supplier; provided thatsuch Investment is made in the ordinary course of business and consistent in scale and scope with pastpractice of STATS ChipPAC or the applicable Restricted Subsidiary;

(7) stock, obligations or securities received in settlement of debts created in the ordinary course ofbusiness and owing to STATS ChipPAC or any Restricted Subsidiary or in satisfaction of judgments;

(8) any Person to the extent the Investment represents the non-cash portion of the considerationreceived for an Asset Sale that was made pursuant to and in compliance with the covenant describedabove under the caption “— Repurchase at the Option of Holders — Asset Sales;”

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(9) Currency Agreements and Interest Rate Agreements entered into in the ordinary course ofbusiness and otherwise in compliance with the indenture;

(10) Investments the payment for which consists of Equity Interests of STATS ChipPAC (other thanDisqualified Stock);

(11) Guarantees of Indebtedness permitted under the covenant contained under the caption “—Certain Covenants — Limitation on Indebtedness” and performance guarantees consistent with pastpractice;

(12) any Investment acquired by STATS ChipPAC or any of its Restricted Subsidiaries (A) inexchange for any other Investment or accounts receivables held by STATS ChipPAC or any suchRestricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganisation orrecapitalisation of the issuer of such other Investment or accounts receivable or (B) as a result of aforeclosure by STATS ChipPAC or any of its Restricted Subsidiaries with respect to any securedInvestment or other transfer of title with respect to any secured investment in default;

(13) additional Investments made in any joint venture and Investments consisting of licensing orcontribution of intellectual property pursuant to joint marketing arrangements with other Persons enteredinto in the ordinary course of business and consistent in scale and scope with past practice not exceedingan aggregate amount of $50.0 million;

(14) Investments in a Restricted Subsidiary in the PRC consisting of assets owned by STATSChipPAC Shanghai Co. Ltd. on the Issue Date; provided that, if the Restricted Subsidiary is not or willnot be immediately following such Investments a Wholly Owned Subsidiary and one or more of theholders of Capital Stock in such Restricted Subsidiary is or will be an Affiliate of STATS ChipPAC, suchInvestment shall be subject to paragraph (a) of the covenant described above under the caption“— Transactions with Affiliates”; and

(15) so long as no Default shall have occurred and be continuing or results from the Investment, anyPerson in an aggregate amount which, when added together with the amount of all the Investments madeunder this clause (15) which at the time of the Investment have not been repaid through repayments ofloans or advances or other transfers of assets, does not exceed the greater of (A) $150.0 million and(B) 5.0% of Total Assets, with the Fair Market Value of each Investment being measured at the timemade and without giving effect to subsequent changes in value.

“Permitted Liens” means:

(1) Liens on the Collateral created by the indenture, the Intercreditor Deed and the SecurityDocuments securing Indebtedness and other Obligations under the notes, the Note Guarantees, the BridgeLoan Facility and any Additional Pari Passu Debt;

(2) Liens in favour of STATS ChipPAC or any Guarantor;

(3) Liens on property of a Person existing at the time such Person is merged with or into orconsolidated with STATS ChipPAC or any Subsidiary of STATS ChipPAC; provided that such Lienswere in existence prior to the contemplation of such merger or consolidation and do not extend to anyassets other than those of the Person merged into or consolidated with STATS ChipPAC or theSubsidiary;

(4) Liens on property (including Capital Stock) existing at the time of acquisition of the property bySTATS ChipPAC or any Subsidiary of STATS ChipPAC; provided that such Liens were in existenceprior to, such acquisition, and not incurred in contemplation of, such acquisition;

(5) Liens (or deposits of cash or government bonds) in favour of issuers of performance, surety bid,indemnity, warranty, release, appeal or similar bonds to secure such bonds or with respect to otherregulatory requirements or letters of credit or bankers’ acceptances issued, and completion guaranteesprovided for, in each case, incurred in the ordinary course of business and consistent with past practice;

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(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (b)(11) ofthe covenant entitled “— Certain Covenants — Limitation on Indebtedness” covering only the assetsacquired with or financed by such Indebtedness;

(7) Liens existing on the Issue Date;

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or thatare being contested in good faith by appropriate proceedings promptly instituted and diligently concludedor for property taxes on property that STATS ChipPAC or one of its Subsidiaries has determined toabandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property; providedthat any reserve or other appropriate provision as is required in conformity with GAAP has been madetherefor;

(9) Liens imposed by law, such as carriers’, warehousemen’s, landlords’ and mechanics’ Liens, ineach case, incurred in the ordinary course of business;

(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way,sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or otherrestrictions as to the use of real property that were not incurred in connection with Indebtedness and thatdo not in the aggregate materially adversely affect the value of said properties or materially impair theiruse in the operation of the business of such Person;

(11) Liens created for the benefit of (or to secure) the notes (or the Note Guarantees);

(12) Liens to secure any Refinancing Indebtedness permitted to be incurred under the indenture;provided, however, that:

(a) the new Lien shall be limited to all or part of the same property and assets that secured or,under the written agreements pursuant to which the original Lien arose, could secure the originalLien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than thesum of (x) the outstanding principal amount, or, if greater, committed amount, of the RefinancingIndebtedness permitted under the indenture and (y) an amount necessary to pay any fees andexpenses, including premiums, related to such renewal, refunding, refinancing, replacement,defeasance or discharge;

provided, however, that this clause (12) shall not apply to any Liens to secure any RefinancingIndebtedness of STATS ChipPAC Korea unless such Liens are permitted under the IntercreditorDeed and the indenture and where such Liens are also provided for the benefit of the Holderspursuant to the covenant entitled “— Certain Covenants — Post-Closing Collateral Requirement”;

(13) attachment or judgment Liens in respect of judgments that do not constitute an Event of Defaultso long as such Liens are adequately bonded and any appropriate legal proceedings that may have beenduly initiated in good faith for the review of such judgment have not been finally terminated or the periodwithin such proceedings may be initiated has not expired;

(14) pledges, deposits or security under workmen’s compensation, unemployment insurance andother social security laws or regulations, or deposits to secure the performance of tenders, contracts (otherthan for the payment of Indebtedness) or leases, or deposits to secure public or statutory obligations, ordeposits as security for import or customs duties or for the payment of rent, or deposits or other securitysecuring liabilities to insurance carriers under insurance or self-insurance arrangements, in each caseincurred in the ordinary course of business and consistent with past practice;

(15) pledges or deposits made in connection with acquisition agreements or letters of intent enteredinto in respect of a proposed acquisition;

(16) Liens upon specific items of inventory or other goods and proceeds of that Person securing thatPerson’s obligations in respect of bankers’ acceptances issued or credited for the account of that Person inthe ordinary course of business to facilitate the purchase, shipment or storage of that inventory or othergoods;

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(17) Liens securing reimbursement obligations with respect to commercial letters of credit issued forthe account of that Person which encumber documents and other property relating to those commercialletters of credit and the products and proceeds thereof;

(18) Liens in favour of customs and revenue authorities arising as a matter of law to secure paymentof customs duties in connection with the importation of goods by that Person;

(19) banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or otherfunds maintained with a depositary institution; provided that (a) such deposit account is not a dedicatedcash collateral account and is not subject to restrictions against access by STATS ChipPAC in excess ofthose set forth by regulations promulgated by the Federal Reserve Board or other applicable law and(b) such deposit account is not intended by STATS ChipPAC or any Restricted Subsidiary to providecollateral to the depositary institution;

(20) Liens arising from Uniform Commercial Code financing statement filings regarding operatingleases or consignments entered into by STATS ChipPAC and its Restricted Subsidiaries in the ordinarycourse of business;

(21) Liens in respect of Indebtedness permitted under clause (b)(6) of the covenant entitled“— Certain Covenants — Limitation on Indebtedness”;

(22) Liens in respect of guarantees permitted under clause (b)(8) of the covenant entitled“— Certain Covenants — Limitation on Indebtedness” in an aggregate amount not exceeding$20.0 million; and

(23) Liens incurred in the ordinary course of business of STATS ChipPAC or any Subsidiary ofSTATS ChipPAC with respect to obligations that do not exceed $30.0 million at any one timeoutstanding.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company,trust, unincorporated organisation, limited liability company or government or other entity.

“Perpetual Securities” means the US$200,000,000 4% perpetual securities issued by STATS ChipPACon 5 August 2015 and 21 August 2015.

“PRC” means People’s Republic of China.

“Preferred Stock” as applied to the Capital Stock of any Person, means Capital Stock of any class orclasses however designated which is preferred as to the payment of dividends or distributions, or as to thedistribution of assets upon any voluntary or involuntary liquidation or dissolution of the Person, over shares ofCapital Stock of any other class of the Person.

“Pro Forma Cost Savings” during any period means the reduction in costs that were:

(1) directly attributable to an asset acquisition and calculated on a basis that is consistent withRegulation S-X under the Securities Act in effect and applied as of the Issue Date, or

(2) implemented by the business that was the subject of the asset acquisition within six months of thedate of the asset acquisition and that are supportable and quantifiable by the underlying accountingrecords of the business,

as if, in the case of each of clause (1) and (2), all the reductions in costs had been effected as of the beginningof the period.

“Receivables Programme” means, with respect to any Person, an agreement or other arrangement orprogramme providing for the advance of funds to such Person against the pledge, contribution, sale or othertransfer of encumbrances of Receivables Programme Assets of such Person or such Person and/or one or moreof its Subsidiaries.

“Receivables Programme Assets” means all of the following property and interests in property, includingany undivided interest in any pool of any such property or interests, whether now existing or existing in the

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future or hereafter arising or acquired: (i) accounts receivable, general intangibles, instruments, contractrights, documents and chattel paper (including, without limitation, all rights to payment created by or arisingfrom sales of goods, leases of goods, or the rendition of services, no matter how evidenced, whether or notearned by performance), (ii) all unpaid seller’s or lessor’s rights (including, without limitation, rescission,replevin, reclamation and stoppage in transit) relating to any of the foregoing or arising therefrom, (iii) allrights to any goods or merchandise represented by any of the foregoing (including, without limitation, returnedor repossessed goods), (iv) all reserves and credit balances with respect to any such accounts receivable oraccount debtors, (v) all letters of credit, security or Guarantees of any of the foregoing, (vi) all insurancepolicies or reports relating to any of the foregoing, (vii) all collection or deposit accounts relating to any of theforegoing, (viii) all books and records relating to any of the foregoing, (ix) all instruments, contract rights,chattel paper, documents and general intangibles relating to any of the foregoing, and (x) all proceeds of anyof the foregoing.

“Refinance” of any Indebtedness means to refinance, extend, renew, refund, repay, prepay, redeem,defease or retire, or to issue other Indebtedness in exchange or replacement for, the indebtedness.“Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that Refinances, in whole or in part, any Indebtedness ofSTATS ChipPAC or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with theindenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that

(1) the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of theIndebtedness being Refinanced;

(2) the Refinancing Indebtedness has an Average Life at the time the Refinancing Indebtedness isIncurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced; and

(3) the Refinancing Indebtedness has an aggregate principal amount, or if Incurred with originalissue discount, an aggregate issue price, that is equal to or less than the aggregate principal amount, or ifIncurred with original issue discount, the aggregate accreted value, then outstanding or committed, plusfees and expenses, including any premium and defeasance costs, under the Indebtedness beingRefinanced;

provided, further, that Refinancing Indebtedness shall not include (x) Indebtedness of a Subsidiary thatRefinances Indebtedness of STATS ChipPAC or (y) Indebtedness of STATS ChipPAC or a RestrictedSubsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

“Related Business” means any business related, ancillary or complementary to the businesses of STATSChipPAC and those of its Restricted Subsidiaries on the Issue Date.

“Restricted Payment” of any Person means:

(1) the declaration or payment of any dividends or any other distributions of any sort relating to itsCapital Stock, including any payment in connection with any merger or consolidation involving thePerson, or similar payment to the direct or indirect holders of its Capital Stock in their capacity as such,other than (i) dividends or distributions payable solely in its Capital Stock other than Disqualified Stock,(ii) dividends or distributions payable solely to STATS ChipPAC or a Restricted Subsidiary, and (iii) prorata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary tominority stockholders, majority stockholders or owners of an equivalent interest in the case of aSubsidiary that is an entity other than a corporation;

(2) the purchase, redemption or other acquisition or retirement for value of any Capital Stock ofSTATS ChipPAC held by any Person or of any Capital Stock of a Restricted Subsidiary held by anyAffiliate of STATS ChipPAC other than a Restricted Subsidiary, including the exercise of any option toexchange any Capital Stock, other than into Capital Stock of STATS ChipPAC that is not DisqualifiedStock;

(3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value,prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated

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Obligations, other than the purchase, repurchase or other acquisition of Subordinated Obligationspurchased in anticipation of satisfying a sinking fund obligation, principal instalment or final maturity, ineach case due within one year of such purchase, repurchase or acquisition; or

(4) the making of any Investment in any Person other than a Permitted Investment.

In determining the amount of any Restricted Payment made in property other than cash, the amount shallbe the fair market value of the property at the time of the Restricted Payment.

“Restricted Subsidiary” means any Subsidiary of STATS ChipPAC that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafteracquired whereby STATS ChipPAC or a Restricted Subsidiary transfers the property to a Person and STATSChipPAC or a Restricted Subsidiary leases it from the Person. Notwithstanding the foregoing, any transfer ofproperty by STATS ChipPAC or a Restricted Subsidiary to a Person within 90 days of such property’sacquisition by STATS ChipPAC or such Restricted Subsidiary that is then leased back to STATS ChipPAC orsuch Restricted Subsidiary at any time following such transfer shall not be considered a Sale/LeasebackTransaction.

“Senior Creditors” means the holders of any Senior Debt provided that in each case the obligee(s) (orduly appointed trustee, agent or other representative acting on behalf of such obligees) of such indebtednesshas acceded to the Intercreditor Deed in accordance with the provisions thereof.

“Security Documents” means, collectively, (a) each of the security agreements, whether existing on theIssue Date or thereafter, entered into by any of STATS ChipPAC or the Guarantors creating or expressing tocreate security interests over all or any part of the Collateral that secures the notes, the Note Guarantees andother permitted Senior Debt as contemplated by the Intercreditor Deed and (b) any other security agreementswhich define the terms of the security interests that secure the notes and the Note Guarantees from time totime, in each case as amended, restated, modified, renewed or replaced from time to time.

“Senior Debt” means any or, as the context requires, the Indebtedness Incurred by STATS ChipPAC andthe Guarantors under the notes, the Bridge Loan Facility Debt, the Existing Notes Debt and any AdditionalPari Passu Debt.

“SGX-ST” means Singapore Exchange Securities Trading Limited.

“Shareholder Subordinated Loan” means any unsecured Indebtedness for borrowed money Incurred bySTATS ChipPAC or any Guarantor from JCET (but only so long as such Indebtedness is owed to JCET);provided that (i) such Indebtedness is expressly made subordinate to the prior payment in full of the notes andthe relevant Note Guarantee, as the case may be, by its terms or by the terms of any agreement or instrumentpursuant to which such Indebtedness is issued, created or remains outstanding, with respect to the payment ofprincipal and any other payment obligations in respect of such Indebtedness, (ii) JCET becomes party to theIntercreditor Deed as a subordinated creditor with respect to such Indebtedness, (iii) such Indebtedness by itsterms (and by the terms of any security into which it is convertible or for which it is exchangeable) does notmature and is not required to be repaid, redeemed, repurchased or otherwise retired, pursuant to a sinking fundobligation, event of default or otherwise, in whole or in part, on or prior to 366 days after the final StatedMaturity of the notes, (iv) such Indebtedness by its terms, does not provide for any cash payment of interest ordistribution (or premium, if any) and (v) such Indebtedness by its terms, does not permit any payments ofprincipal of (or premium, if any) or interest or distributions on or otherwise due in respect of suchIndebtedness for so long as any Default exists.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined inArticle 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is ineffect on the Issue Date.

“Specified Senior Indebtedness” means (i) the Indebtedness of any Person, whether outstanding on theIssue Date or thereafter incurred and (ii) accrued and unpaid interest (including interest accruing on or after

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the filing of any petition in bankruptcy or for reorganisation relating to such Person to the extent post filinginterest is allowed in such proceeding) in respect of (A) Indebtedness of such Person for money borrowed and(B) Indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of whichsuch Person is responsible or liable unless, in the case of either clause (i) or (ii), in the instrument creating orevidencing the same pursuant to which the same is outstanding, it is provided, that such obligations aresubordinate in right of payment to the notes; provided, however, that Specified Senior Indebtedness shall notinclude (1) any obligation of such Person to any Subsidiary of such Person, (2) any liability for federal, state,local, foreign or other taxes owed or owing by such Person, (3) any accounts payable or other liability to tradecreditors arising in the ordinary course of business (including Guarantees thereof or instruments evidencingsuch liabilities), (4) any obligations in respect of Capital Stock of such Person or (5) that portion of anyIndebtedness which at the time of incurrence is incurred in violation of the indenture.

“Stated Maturity” of any security means the date specified in the security as the fixed date on which thefinal payment of principal of the security is due and payable, including under any mandatory redemptionprovision, but excluding any provision providing for the repurchase of the security at the option of the holderupon the happening of any contingency unless the contingency has occurred.

“STATS ChipPAC Malaysia” means STATS ChipPAC Malaysia Sdn. Bhd.

“STATS ChipPAC Korea” means STATS ChipPAC Korea Ltd. (formerly ChipPAC Korea CompanyLtd.).

“Subordinated Obligation” means any Indebtedness of STATS ChipPAC or any Guarantor, whetheroutstanding on the Issue Date or thereafter Incurred, which is subordinate or junior in right of payment to, inthe case of STATS ChipPAC, the notes or, in the case of any Guarantor, its Note Guarantee, under a writtenagreement to that effect. For the avoidance of doubt, the Perpetual Securities are Subordinated Obligations ofSTATS ChipPAC.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50.0% of the total votingpower of shares of Capital Stock entitled (without regard to the occurrence of any contingency and aftergiving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power)to vote in the election of directors, managers or trustees of the corporation, association or other businessentity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the otherSubsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is suchPerson or a Subsidiary of such Person or (b) the only general partners of which are that Person or one ormore Subsidiaries of that Person (or any combination thereof).

“Take-Out Facilities” means, collectively, the credit facilities comprising of a term loan facility of up to$425 million and a revolving credit facility of up to $75 million intended to be entered into by STATSChipPAC pursuant to a commitment letter dated 4 September 2015 among DBS Bank Ltd., Barclays BankPLC and ING Bank, N.V., STATS ChipPAC, JCET and JCET-SC (Singapore) Pte. Ltd.

“Temporary Cash Investments” means any of the following:

(1) any evidence of Indebtedness, maturing not more than one year after the date of investment bySTATS ChipPAC or any Restricted Subsidiary, issued by the United States of America or any of itsinstrumentality agencies, or by the Republic of Korea, the Republic of Singapore or any of theirrespective instrumentalities or agencies, or by the Asian Development Bank, the World Bank or any othersupranational organisation, referred to as the “Government Entities,” and guaranteed or otherwise backed,directly or indirectly fully as to principal, premium, if any, and interest, by the Government Entity issuingthe indebtedness;

(2) investments in time deposit accounts, certificates of deposit and money market deposits maturingwithin 180 days of the date of the investments’ acquisition issued by a bank or trust company which isorganised under the laws of the United States of America, any state of the United States of America or

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any foreign country recognised by the United States of America, and which bank or trust company hascapital, surplus and undivided profits aggregating in excess of $250.0 million, or the foreign currencyequivalent thereof, and has outstanding debt which is rated “A,” or a similar equivalent rating, or higherby at least one nationally recognised statistical rating organisation, as defined in Rule 436 under theSecurities Act, or any money-market fund sponsored by a registered broker dealer or mutual funddistributor;

(3) fully collateralised repurchase obligations with a term of not more than 30 days for underlyingsecurities of the types described in clause (1) above entered into with a bank meeting the qualificationsdescribed in clause (2) above;

(4) investments in commercial paper, maturing not more than 90 days after the date of acquisition,issued by a corporation, other than an Affiliate of STATS ChipPAC, organised and in existence under thelaws of the United States of America or any foreign country recognised by the United States of Americawith a rating at the time as of which any investment therein is made of “P-1” or higher according toMoody’s or “A-1” or higher according to S&P; and

(5) investments in securities with maturities of six months or less from the date of acquisition issuedor fully guaranteed by any state, commonwealth or territory of the United States of America, or by anypolitical subdivision or taxing authority of the United States, and rated at least “A” by S&P or “A” byMoody’s.

“Total Assets” means the total consolidated assets less goodwill of STATS ChipPAC and its RestrictedSubsidiaries as provided in the most recent consolidated balance sheet of STATS ChipPAC.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date ofUnited States Treasury securities with a constant maturity (as compiled and published in the most recentFederal Reserve Statistical Release H.15 (519) that has become publicly available at least two business daysprior to the redemption date (or, if such Statistical Release is no longer published, any publicly availablesource of similar market data)) most nearly equal to the period from the redemption date to 24 November2020.

“Trustee” means The Bank of New York Mellon until a successor replaces it in accordance with theindenture and thereafter means the successor serving thereunder.

“Unrestricted Subsidiary” means (1) any Subsidiary of STATS ChipPAC that at the time ofdetermination shall be designated an Unrestricted Subsidiary by the Board of Directors of STATS ChipPAC inthe manner provided below, (2) any Subsidiary of an Unrestricted Subsidiary of STATS ChipPAC and(3) each of STATS ChipPAC (Thailand) Limited and STATS ChipPAC Malaysia upon the commencement ofvoluntary liquidation proceedings by such Subsidiary, as evidenced by an Officers’ Certificate delivered to theTrustee by STATS ChipPAC in accordance with the terms of the indenture; provided in the case of clause (3),that (A) such Subsidiary does not own any Capital Stock or Indebtedness of, or hold any Lien on any propertyof, STATS ChipPAC or any other Subsidiary of STATS ChipPAC and (B) the covenants described under“Certain Covenants — Assets Sales” will continue to apply to such Subsidiary and any Asset Sale inconnection with such liquidation notwithstanding such Subsidiary becoming an Unrestricted Subsidiary. TheBoard of Directors of STATS ChipPAC may designate any Subsidiary of STATS ChipPAC, including anynewly acquired or newly formed Subsidiary, to be an Unrestricted Subsidiary if the Subsidiary or any of itsSubsidiaries does not own any Capital Stock or Indebtedness of, or hold any Lien on any property of, STATSChipPAC or any other Subsidiary of STATS ChipPAC that is not a Subsidiary of the Subsidiary to be sodesignated; provided, however, that either (i) the Subsidiary to be so designated has total assets of $1,000 orless or (ii) if the Subsidiary has assets greater than $1,000, the designation would be permitted as a RestrictedPayment (assuming for such purposes that the aggregate Fair Market Value of all Investments by STATSChipPAC in such Restricted Subsidiary from the Issue Date up to the date of such designation are RestrictedPayments under the covenant described under “— Certain Covenants — Restricted Payments”). The Board ofDirectors of STATS ChipPAC may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;provided, however, that immediately after giving effect to the designation (x) STATS ChipPAC could Incur

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$1.00 of additional Indebtedness under paragraph (a) of the covenant described under “— Certain Covenants— Limitation on Indebtedness” and (y) no Default shall have occurred and be continuing. The designation bythe Board of Directors of STATS ChipPAC shall be evidenced to the Trustee by promptly filing with theTrustee a copy of the resolution of the Board of Directors giving effect to the designation and an Officers’Certificate certifying that the designation complied with these provisions.

“U.S. Dollar Equivalent” of any monetary amount in a currency other than U.S. dollars means, at anytime for determination thereof, the amount of U.S. dollars obtained by converting the foreign currencyinvolved in the computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with theapplicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under theheading “Currency Trading” on the date two business days prior to the determination.

Except as described under “— Certain Covenants — Limitation on Indebtedness,” whenever it isnecessary to determine whether STATS ChipPAC has complied with any covenant in the indenture or aDefault has occurred and an amount is expressed in a currency other than U.S. dollars, the amount will betreated as the U.S. Dollar Equivalent determined as of the date the amount is initially determined in thecurrency.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is atthe time entitled to vote in the election of the Board of Directors of such Person.

“Wholly Owned Subsidiary” means a Restricted Subsidiary the Capital Stock of which is at least 95.0%owned by the Company or one or more Wholly Owned Subsidiaries.

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TAXATION

Singapore Taxation

The statements below are general in nature and are based on certain aspects of current tax laws inSingapore and administrative guidelines and circulars issued by the MAS in force as at the date of this offeringcircular and are subject to any changes in such laws, administrative guidelines or circulars, or theinterpretation of those laws, guidelines or circulars, occurring after such date, which changes could be madeon a retroactive basis. Neither these statements nor any other statements in this offering circular are intendedor are to be regarded as advice on the tax position of any holder of the Notes or of any person acquiring,selling or otherwise dealing with the Notes or on any tax implications arising from the acquisition, sale orother dealings in respect of the Notes. The statements made herein do not purport to be a comprehensive orexhaustive description of all the tax considerations that may be relevant to a decision to subscribe for,purchase, own or dispose of the Notes and do not purport to deal with the tax consequences applicable to allcategories of investors, some of which (such as dealers in securities or financial institutions in Singaporewhich have been granted the relevant Financial Sector Incentive(s)) may be subject to special rules or taxrates. Prospective holders of the Notes are advised to consult their own tax advisors as to the Singapore orother tax consequences of the acquisition, ownership of or disposal of the Notes, including, in particular, theeffect of any foreign, state or local tax laws to which they are subject. It is emphasised that none of us, theinitial purchasers, the guarantors and any other persons involved in the issuance of the Notes acceptsresponsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or disposalof the Notes.

Interest and Other Payments

Subject to the following paragraphs, under Section 12(6) of the ITA, the following payments are deemedto be derived from Singapore:

(a) any interest, commission, fee or any other payment in connection with any loan or indebtednessor with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is(i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment inSingapore (except in respect of any business carried on outside Singapore through a permanentestablishment outside Singapore or any immovable property situated outside Singapore) or (ii) deductibleagainst any income accruing in or derived from Singapore; or

(b) any income derived from loans where the funds provided by such loans are brought into or usedin Singapore.

Such payments, where made to a person not known to the paying party to be a resident in Singapore fortax purposes, are generally subject to withholding tax in Singapore. The rate at which tax is to be withheld forsuch payments (other than those subject to the 15% final withholding tax described below) to non-residentpersons (other than non-resident individuals) is currently 17%. The applicable rate for non-resident individualsis currently 20%. However, if the payment is derived by a person not resident in Singapore otherwise thanfrom any trade, business, profession or vocation carried on or exercised by such person in Singapore and is noteffectively connected with any permanent establishment in Singapore of that person, the payment is subject toa final withholding tax of 15%. The rate of 15% may be reduced by applicable tax treaties. Pursuant to theSingapore Budget Statement 2015, it was announced that the highest marginal tax rate for Singapore-residentindividuals will be increased to 22% with effect from the year of assessment 2017. The above-mentionedwithholding tax rate for non-resident individuals will likely be increased from 20% to 22%.

However, certain Singapore-sourced investment income derived by individuals from financialinstruments is exempt from tax, including:

(a) interest from debt securities derived on or after 1 January 2004;

(b) discount income (not including discount income arising from secondary trading) from debtsecurities derived on or after 17 February 2006; and

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(c) prepayment fee, redemption premium and break cost from debt securities derived on or after15 February 2007,

except where such income is derived through a partnership in Singapore or is derived from the carrying on of atrade, business or profession.

In addition, as the issue of the Notes is jointly lead-managed by DBS Bank Ltd., Barclays Bank PLC,Singapore Branch and ING Bank N.V., Singapore Branch, each of which is a Financial Sector Incentive (BondMarket) Company, Financial Sector Incentive (Capital Market) Company or Financial Sector Incentive(Standard Tier) Company (as defined in the ITA), and the Notes are issued as debt securities before31 December 2018, the Notes would be, pursuant to the ITA and the MAS Circular FSD Cir 02/2013 entitled“Extension and Refinement of Tax Concessions for Promoting the Debt Market” issued by the MAS on28 June 2013, qualifying debt securities (“QDS”) for the purposes of the ITA, to which the followingtreatment shall apply:

(a) subject to certain prescribed conditions having been fulfiled (including the furnishing of a returnon debt securities for the Notes in the prescribed format within such period as the relevant authoritiesmay specify and such other particulars in connection with the Notes as the relevant authorities mayrequire to the MAS and such other relevant authorities as may be prescribed, and the inclusion by us in alloffering documents relating to the Notes of a statement to the effect that where interest, discount income,prepayment fee, redemption premium or break cost from the Notes is derived by a person who is notresident in Singapore and who carries on any operation in Singapore through a permanent establishmentin Singapore, the tax exemption for qualifying debt securities shall not apply if the non-resident personacquires the Notes using the funds obtained from such person’s operations through the Singaporepermanent establishment), interest, discount income (not including discount income arising fromsecondary trading), prepayment fee, redemption premium and break cost (collectively, the “QualifyingIncome”) from the Notes, paid by us and derived by a holder who is not resident in Singapore and who(aa) does not have any permanent establishment in Singapore or (bb) carries on any operation inSingapore through a permanent establishment in Singapore but the funds used by that person to acquirethe Notes are not obtained from such person’s operation through a permanent establishment in Singapore,are exempt from Singapore tax;

(b) subject to certain conditions having been fulfiled (including the furnishing of a return on debtsecurities for the Notes in the prescribed format within such period as the relevant authorities may specifyand such other particulars in connection with the Notes as the relevant authorities may require to theMAS and such other relevant authorities as may be prescribed), Qualifying Income from the Notes paidby us and derived by any company or body of persons (as defined in the ITA) in Singapore is subject toincome tax at a concessionary rate of 10% (except for holders of the relevant Financial SectorIncentive(s) who may be taxed at different rates); and

(c) subject to:

a. us including in all offering documents relating to the Notes a statement to the effect that anyperson whose interest, discount income, prepayment fee, redemption premium or break cost derivedfrom the Notes is not exempt from tax shall include such income in a return of income made underthe ITA; and

b. the furnishing of a return on debt securities for the Notes in the prescribed format within suchperiod as the relevant authorities may specify and such other particulars in connection with the Notesas the relevant authorities may require to the MAS and such other relevant authorities as may beprescribed,

payments of Qualifying Income derived from the Notes are not subject to withholding of tax by us.

Notwithstanding the foregoing:

(a) if during the primary launch of the Notes, the Notes are issued to less than four persons and 50%or more of the issue of the Notes is beneficially held or funded, directly or indirectly, by our relatedparties, the Notes would not qualify as QDS; and

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(b) even though the Notes are QDS, if, at any time during the tenure of the Notes, 50% or more ofthe Notes which are outstanding at any time during the life of their issue is beneficially held or funded,directly or indirectly, by any of our related party(ies), Qualifying Income derived from the Notes held by:

a. any of our related party(ies); or

b. any other person where the funds used by such person to acquire the Notes are obtained,directly or indirectly, from any of our related party(ies),

shall not be eligible for the tax exemption or concessionary rate of tax as described above.

The term “related party,” in relation to a person, means any other person who, directly or indirectly,controls that person, or is controlled, directly or indirectly, by that person, or where he and that other person,directly or indirectly, are under the control of a common person.

The terms “break cost,” “prepayment fee” and “redemption premium” are defined in the ITA as follows:

“break cost,” in relation to debt securities and qualifying debt securities, means any fee payable by theissuer of the securities on the early redemption of the securities, the amount of which is determined by anyloss or liability incurred by the holder of the securities in connection with such redemption;

“prepayment fee,” in relation to debt securities and qualifying debt securities, means any fee payable bythe issuer of the securities on the early redemption of the securities, the amount of which is determined by theterms of the issuance of the securities; and

“redemption premium,” in relation to debt securities and qualifying debt securities, means any premiumpayable by the issuer of the securities on the redemption of the securities upon their maturity.

References to “break cost,” “prepayment fee” and “redemption premium” in this Singapore tax disclosurehave the same meaning as defined in the ITA.

Where interest, discount income, prepayment fee, redemption premium or break cost (i.e. the QualifyingIncome) is derived from any of the Notes by any person who is not resident in Singapore and who carries onany operations in Singapore through a permanent establishment in Singapore, the tax exemption available forQDS under the ITA (as mentioned above) shall not apply if such person acquires the Notes using the fundsobtained from such person’s operations through a permanent establishment in Singapore. Any person whoseinterest, discount income, prepayment fee, redemption premium or break cost (i.e. the Qualifying Income)derived from the Notes is not exempt from tax is required to include such income in a return of income madeunder the ITA.

Capital Gains

Any gains considered to be in the nature of capital made from the sale of the Notes will not be taxable inSingapore. However, any gains derived by any person from the sale of the Notes which are gains from anytrade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore, maybe taxable as such gains are considered revenue in nature.

Holders of the Notes who apply or are required to apply Singapore Financial Reporting Standard 39(“FRS 39”), may for Singapore income tax purposes, be required to recognise gains or losses (not being gainsor losses in the nature of capital) on the Notes, irrespective of disposal, in accordance with FRS 39. Please seethe section below on “Adoption of FRS 39 Treatment for Singapore Income Tax Purposes.”

Adoption of FRS 39 Treatment for Singapore Income Tax Purposes

The Inland Revenue Authority of Singapore has issued a circular entitled “Income Tax ImplicationsArising from the Adoption of FRS 39 — Financial Instruments: Recognition and Measurement” (the “FRS 39Circular”). The ITA has since been amended to give effect to the FRS 39 Circular.

The FRS 39 Circular generally applies, subject to certain “opt-out” provisions, to taxpayers who arerequired to comply with FRS 39 for financial reporting purposes.

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Holders of the Notes who may be subject to the tax treatment under the FRS 39 Circular should consulttheir own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition,holding or disposal of the Notes.

Estate Duty

Singapore estate duty has been abolished with respect to all deaths occurring on or after 15 February2008.

Certain United States Federal Income Tax Considerations

The following discussion is a summary of certain United States federal income tax considerationsrelevant to the ownership and disposition of the Notes, but does not purport to be a complete analysis of allpotential tax consequences. This discussion is limited to consequences relevant to a U.S. holder (as definedbelow), except for discussions on FATCA (as defined under “— Foreign Account Tax Compliance Act”), anddoes not address the effects of other United States federal tax laws, such as estate and gift tax laws, and anyapplicable state, local or foreign tax laws. This discussion is based on the Internal Revenue Code of 1986, asamended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and publishedrulings and administrative pronouncements of the U.S. Internal Revenue Service (“IRS”) in effect as of thedate of this offering. These authorities may change or be subject to differing interpretations. Any such changemay be applied retroactively in a manner that could adversely affect a holder of the Notes. We have not soughtand will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurancethe IRS or a court will not take a contrary position regarding the tax consequences of the ownership anddisposition of the Notes.

This discussion is limited to holders who acquire Notes for cash at original issue and at their “issue price”(i.e., the first price at which a substantial amount of the Notes is sold to the public for cash, excluding to bondhouses, brokers or similar persons or organisations acting in the capacity of underwriters, placement agents orwholesalers) and hold Notes as “capital assets” within the meaning of Section 1221 of the Code (generally,property held for investment). This discussion does not address all United States federal income taxconsequences relevant to a holder’s particular circumstances, including the impact of the unearned incomeMedicare contribution tax. In addition, it does not address consequences relevant to holders that are subject toparticular rules, including, without limitation:

• U.S. expatriates and certain former citizens or long-term residents of the United States;

• persons subject to the alternative minimum tax;

• U.S. holders (as defined below) whose functional currency is not the dollar;

• persons holding Notes as part of a hedge, straddle or other risk reduction strategy or as part of aconversion transaction or other integrated investment;

• banks, insurance companies, and other financial institutions;

• real estate investment trusts or regulated investment companies;

• brokers, dealers or traders in securities;

• S corporations, partnerships or other entities or arrangements treated as partnerships for United Statesfederal income tax purposes;

• tax-exempt organisations or governmental organisations; and

• persons deemed to sell Notes under the constructive sale provisions of the Code.

If an entity treated as a partnership for United States federal income tax purposes holds a Note, the taxtreatment of a partner in the partnership generally will depend on the status of the partner, the activities of thepartnership and certain determinations made at the partner level. Accordingly, partnerships holding Notes andthe partners in such partnerships should consult their tax advisors regarding the United States federal incometax consequences to them.

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THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED ASTAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TOTHE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO THEIRPARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE OWNERSHIPAND DISPOSITION OF NOTES ARISING UNDER THE UNITED STATES FEDERAL ESTATE ORGIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXINGJURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of a Note who is for United Statesfederal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for United States federal income tax purposes)created or organised under the laws of the United States, any state thereof, or the District of Columbia;

• an estate, the income of which is subject to United States federal income tax regardless of its source; or

• a trust that (1) is subject to the primary supervision of a United States court and the control of one ormore United States persons (within the meaning of Section 7701(a)(30) of the Code), or (2) has made avalid election under applicable Treasury Regulations to continue to be treated as a United States person.

Payments of Interest

A U.S. holder generally will be required to recognise any stated interest as ordinary income at the time itis paid or accrued on the Notes in accordance with such U.S. holder’s method of accounting for United Statesfederal income tax purposes. In addition to stated interest on the Notes (which includes any foreign taxwithheld from the stated interest payments you receive), a U.S. holder will be required to include in incomeany additional amounts paid in respect of such foreign tax withheld.

Original Issue Discount

If the “stated redemption price at maturity” of the Notes (generally, the sum of all payments requiredunder the note other than payments of stated interest) exceeds their issue price by more than a de minimisamount, a U.S. holder will be required to include such excess in income as original issue discount (“OID”), asit accrues, in accordance with a constant yield method based on a compounding of interest before the receiptof cash payments attributable to this income. As a result, U.S. holders will generally include any OID inincome in advance of the receipt of cash attributable to such income.

The Notes will be treated as issued with OID if the stated principal amount of the Notes exceeds theirissue price (as defined above) by an amount equal to or more than a statutorily defined de minimis amount(generally, 0.0025 multiplied by the stated principal amount and the number of complete years to maturityfrom the issue date). If the amount of OID on the Notes is de minimis, any payment attributable to the deminimis OID will be treated as gain from the sale of the Notes, and a pro rata amount of such de minimis OIDmust be included in income as principal payments are received on the Notes. A U.S. Holder may elect toinclude in gross income all yield on a Note (including de minimis OID and stated interest) using a constantyield method. The constant yield election generally will apply only to the Note with respect to which it ismade and may not be revoked without the consent of the IRS.

In the event that the Notes are issued with OID, the amount of OID with respect to a Note includible inincome by a U.S. holder is the sum of the “daily portions” of OID with respect to the Note for each day duringthe taxable year or portion thereof in which such U.S. holder holds such Note. A daily portion is determinedby allocating to each day in any “accrual period” a pro rata portion of the OID that accrued in such period. Theaccrual period of a Note may be of any length and may vary in length over the term of the Note, provided thateach accrual period is no longer than one year and each scheduled payment of principal or interest occurseither on the first or last day of an accrual period. The amount of OID that accrues with respect to any accrualperiod is the excess of (i) the product of the Note’s “adjusted issue price” at the beginning of such accrualperiod and its “yield to maturity,” determined on the basis of compounding at the close of each accrual period

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and properly adjusted for the length of such period, over (ii) the amount of stated interest allocable to suchaccrual period. The adjusted issue price of a Note at the start of any accrual period is equal to its issue price,increased by the accrued OID for each prior accrual period. The yield to maturity of a Note is the discount ratethat, when used in computing the present value of all principal and interest payments to be made under theNote, produces an amount equal to the issue price of the Note.

Foreign Tax Credit

Interest income and OID, if any, on a Note generally will constitute foreign source income and generallywill be considered “passive category income” (or, in the case of certain U.S. holders, “general categoryincome”) in computing the foreign tax credit allowable to U.S. holders under United States federal income taxlaws. The rules relating to foreign tax credits and the timing thereof are complex, and U.S. holders shouldconsult their tax advisors regarding the availability of a foreign tax credit and the application of the foreign taxcredit limitations to their particular situation.

Sale, Exchange, Redemption, Retirement or Other Taxable Disposition of Notes

Generally, upon the sale, exchange, redemption, retirement or other taxable disposition of a Note, a U.S.holder will recognise taxable gain or loss equal to the difference between the amount realised on thedisposition, and such U.S. holder’s adjusted tax basis in the Note. A U.S. holder’s adjusted tax basis in a Notewill generally equal the issue price of the Note (as defined above), increased by any OID previously accruedwith respect to such Note and reduced by any cash payment received on the Note other than payments ofstated interest.

Gain or loss recognised upon the sale, exchange, redemption, retirement or other taxable disposition of aNote generally will be U.S. source gain or loss, generally will be capital gain or loss and will be long-termcapital gain or loss if at the time of the sale, exchange, redemption, retirement or other taxable disposition theNote has been held by such U.S. holder for more than one year. Long-term capital gain realised by a non-corporate U.S. holder will generally be subject to taxation at a reduced rate. The deductibility of capital lossesis subject to limitations.

Information Reporting and Backup Withholding

In general, payments of interest (including any OID) and the proceeds from sales or other dispositions ofNotes held by a U.S. holder may be required to be reported to the IRS unless the U.S. holder is an exemptrecipient and, when required, demonstrates this fact. In addition, a U.S. holder that is not an exempt recipientmay be subject to backup withholding unless it provides a taxpayer identification number and otherwisecomplies with applicable certification requirements.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be creditedagainst a U.S. holder’s United States federal income tax liability and may entitle the holder to a credit orrefund, provided that the appropriate information is timely furnished to the IRS.

“Specified Foreign Financial Asset” Reporting

Individuals that own “specified foreign financial assets” with an aggregate value in excess of $50,000(and in some circumstances, a higher threshold), may be required to file an information report with respect tosuch assets with their United States federal income tax returns. The Notes generally will constitute specifiedforeign financial assets subject to these reporting requirements, unless the Notes are held in an account atcertain financial institutions. Under certain circumstances, an entity may be treated as an individual forpurposes of these rules.

Foreign Account Tax Compliance Act

Pursuant to Sections 1471 through 1474 of the Code (provisions commonly known as “FATCA”), a“foreign financial institution” may be required to withhold U.S. tax on certain passthru payments made after

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31 December 2018 to the extent such payments are treated as attributable to certain U.S. source payments.Obligations issued on or prior to the date that is six months after the date on which applicable final regulationsdefining foreign passthru payments are filed generally would be “grandfathered” unless materially modifiedafter such date. Accordingly, if the Company is treated as a foreign financial institution, FATCA would applyto payments on the Notes only if there is a significant modification of the Notes for U.S. federal income taxpurposes after the expiration of this grandfathering period. Non-U.S. governments have entered intoagreements with the United States (and additional non-U.S. governments are expected to enter into suchagreements) to implement FATCA in a manner that alters the rules described herein. Holders should consulttheir own tax advisors on how these rules may apply to their investment in the Notes. In the event anywithholding under FATCA is imposed with respect to any payments on the Notes, there will be no additionalamounts payable to compensate for the withheld amount.

The above description is not intended to constitute a complete analysis of all tax consequencesrelating to the ownership and disposition of the Notes. You should consult your tax advisor concerningthe tax consequences of your particular situation.

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PLAN OF DISTRIBUTION

We have entered into a purchase agreement with Barclays Bank PLC, Singapore Branch, DBS Bank Ltd.and ING Bank N.V., Singapore Branch as the initial purchasers dated 2015, pursuant to which and subject tocertain conditions contained in the purchase agreement, we have agreed to sell to the initial purchasers and theinitial purchasers have severally agreed to purchase the aggregate principal amount of notes set forth oppositeits name below:

Initial PurchasersPrincipal Amount

of the Notes

Barclays Bank PLC, Singapore Branch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $106,250,000DBS Bank Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $212,500,000ING Bank N.V., Singapore Branch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $106,250,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $425,000,000

The initial purchasers have advised us that they propose initially to offer the Notes at the offering pricelisted on the cover page of this offering circular. After the initial offering of the Notes, the initial purchasersmay change the offering price or the other selling terms.

We have agreed to indemnify the initial purchasers against certain liabilities, including liabilities underthe Securities Act, or to contribute to payments the initial purchasers may be required to make in respect ofthose liabilities.

The initial purchasers are offering the Notes, subject to prior sale, when, as and if issued to and acceptedby them, subject to certain conditions contained in the purchase agreement such as the receipt by the initialpurchasers of officer’s certificates and certain legal opinions as to, among other things, the validity of theNotes and the Note Guarantees. The purchase agreement may be terminated by the initial purchasers in certaincircumstances prior to payment for the Notes.

Pursuant to the purchase agreement, we and the subsidiary guarantors have agreed, for a period of90 days from the date of the purchase agreement, not to, directly or indirectly, sell, offer to sell, contract tosell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwisetransfer or dispose of (or enter into any transaction or device which is designed to, or could be expected to,result in the disposition in the future of), any debt securities of our Company or any of the subsidiaryguarantors with terms substantially similar (including having equal rank) to the Notes, except with the priorconsent of the initial purchasers, which consent will not be unreasonably withheld.

The expenses of this offering payable by us, including the initial purchasers’ commissions, are estimatedto be approximately $14.0 million.

New Issue of Notes

The Notes are new issues of securities with no established trading market. We do not intend to apply forlisting of the Notes on any national securities exchange or for quotation of the Notes on any automated dealerquotation system in the United States. Although approval in-principle has been obtained for the listing of theNotes on the SGX-ST, we cannot assure you that the listing will be obtained. A liquid or active public tradingmarket for the Notes may not develop. If an active trading market for the Notes does not develop, the marketprice and liquidity of the Notes may be adversely affected. If the Notes are traded, they may trade at a discountfrom their initial offering price, depending on prevailing interest rates, the market for similar securities, ourperformance and other factors.

Certain Terms and Arrangements of the Offering

The initial purchasers or their affiliates, subject to applicable law, may purchase the Notes for their ownaccount and enter into transactions, including (i) credit derivatives including asset swaps, repackaging andcredit default swaps relating to the Notes and/or our securities or (ii) equity derivatives and stock loantransactions relating to our ordinary shares at the same time as the offer and sale of the Notes or in secondarymarket transactions. Such transactions would be carried out as bilateral trades with selected counter-partiesand separately from any existing sale or resale of the Notes to which this offering circular relates

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(notwithstanding that such selected counter-parties may also be purchasers of the Notes). The initialpurchasers or certain of their affiliates may purchase notes and be allocated notes for asset management and/orpropriety purposes and not with a view to distribution. No disclosure will be made of any such positions.These transactions may involve a substantial portion of the Notes.

In connection with the offering, the initial purchasers may purchase or sell notes in the open market.These transactions may include over-allotments, short sales, stabilising transactions and purchases to coverpositions created by short sales. Over-allotment involves sales in excess of the offering size, which creates ashort position. Short sales involve the sale by the initial purchasers of a greater number of notes than they arerequired to purchase in the offering. Stabilising transactions consist of certain bids or purchases for thepurpose of preventing or retarding a decline in the market price of the Notes while this offering is in process.

The initial purchasers also may impose a penalty bid. This occurs when a particular initial purchaserrepays to the other initial purchaser a portion of the underwriting discount received by it because the otherinitial purchasers have repurchased notes sold by or for the account of such initial purchasers in stabilising orshort covering transactions.

Purchases to cover a short position and stabilising the transactions may have the effect of preventing orretarding a decline in the market price of the Notes and together with the imposition of a penalty bid, maystabilise, maintain or otherwise affect the market price of the Notes. As a result, the price of the Notes may behigher than the price that otherwise might exist in the open market. If these activities are commenced, theymay be discontinued by the initial purchasers at any time. These transactions may be effected in the over-the-counter market or otherwise.

In connection with this offering, the initial purchasers (or certain of its affiliates) may have, for their ownaccounts, entered into asset swaps, credit derivatives or other derivative transactions relating to the Notes atthe same time as the offer and sale of the Notes or in secondary market transactions. As a result of suchtransactions, the initial purchasers may hold long or short positions in such notes or derivatives. No disclosurewill be made of any such positions. In addition, an affiliate of a member of the syndicate may purchase notesin this offering.

Delivery of the Notes is expected on or about 24 November 2015, which is the fifth business dayfollowing the date of pricing of the Notes (such settlement cycle being referred to as “T+5”). Under Rule15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in threebusiness days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers whowish to trade the Notes on the date of pricing or the next two succeeding business days will be required,because the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any suchtrade to prevent a failed settlement. Purchasers who wish to trade the Notes on the pricing date or the next twosucceeding business days should consult their own advisors.

Other Relationships

The initial purchasers and their affiliates have engaged in, and may in the future engage in, investmentbanking and other commercial dealings in the ordinary course of business with us. They have receivedcustomary fees and commissions for these transactions.

DBS Bank Ltd. has acted as the lender, arranger and facility agent under the Bridge Loan FacilityAgreement we entered into on 6 August 2015. We used the balance of $194.3 million remaining from theproceeds from the Perpetual Securities Offering, together with borrowings of $538.0 million under the BridgeLoan Facility, to fund the Tender Offer, Consent Solicitation and Change of Control Offer in respect of theExisting Notes. We intend to use the net proceeds of this offering to repay $411.0 million of our borrowingsoutstanding under the Bridge Loan Facility. See “Use of Proceeds” and “Description of Indebtedness andOther Material Contracts.”

In addition, pursuant to a commitment letter dated 4 October 2015, each of Barclays Bank PLC, DBSBank Ltd. and ING Bank N.V. have agreed subject to certain conditions to make the Take Out Facilitiesavailable to us. See “Recent Developments — Take-Out Facilities.”

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Barclays Bank PLC, DBS Bank Ltd. and ING Bank N.V. acted as Dealer Managers for the Tender Offerand Consent Solicitation that was completed on 16 October 2015.

The initial purchasers will offer the Notes in the United States to qualified institutional buyers in relianceon Rule 144A through their respective selling agents, which are U.S. registered broker-dealers or as otherwisepermitted under applicable U.S. law.

Selling Restrictions

General

No action has been taken or will be taken in any jurisdiction by us or the initial purchasers that wouldpermit a public offering of the Notes, or the possession, circulation or distribution of this offering circular orany other material relating to us or the Notes in any jurisdiction where action for that purpose is required.

Accordingly, no notes may be offered or sold, directly or indirectly, and neither this offering circular norany other offering material or advertisements in connection with the Notes may be distributed or published, inor from any country or jurisdiction except in compliance with any applicable rules and regulations of suchcountry or jurisdiction.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the ProspectusDirective (each, a “Relevant Member State”), each initial purchaser has represented and agreed that with effectfrom and including the date on which the Prospectus Directive is implemented in that Relevant Member State(the “Relevant Implementation Date”) it has not made and will not make an offer of Notes which are thesubject of the offering contemplated by this offering circular in relation thereto to the public in that RelevantMember State, except that it may, with effect from and including the Relevant Implementation Date, make anoffer of such Notes to the public in that Relevant Member State:

(a) if the pricing supplement in relation to the Notes specifies that an offer of those Notes may bemade other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a“Non-exempt Offer”), following the date of publication of a prospectus in relation to such Notes whichhas been approved by the competent authority in that Relevant Member State or, where appropriate,approved in another Relevant Member State and notified to the competent authority in that RelevantMember State, provided that any such prospectus has subsequently been completed by the pricingsupplement contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in theperiod beginning and ending on the dates specified in such prospectus or pricing supplement, asapplicable;

(b) at any time to any legal entity which is a qualified investor as defined in the ProspectusDirective;

(c) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevantprovision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investorsas defined in the Prospectus Directive), subject to obtaining the prior consent of the initial purchasersnominated by our Company for any such offer; or

(d) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,provided that no such offer of Notes referred to in (b) to (d) above shall require our Company or anyinitial purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement aprospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Notes to the public” in relation to anyNotes in any Relevant Member State means the communication in any form and by any means of sufficientinformation on the terms of the offer and the Notes to be offered so as to enable an investor to decide topurchase or subscribe for the Notes, as the same may be varied in that Member State by any measureimplementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means

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Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extentimplemented in the Relevant Member State), and includes any relevant implementing measure in the RelevantMember State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

PRC

Each initial purchaser has represented and agreed that it has not offered or sold and will not offer or sellany of the Notes in the PRC (for such purposes, not including Hong Kong, Macau SAR or Taiwan) or toresidents of the PRC unless such offer or sale is made in compliance with all applicable laws and regulationsof the PRC.

Hong Kong

Each initial purchaser has represented and agreed that:

(a) it has not offered or sold, and will not offer or sell, in Hong Kong Special Administrative Regionof the People’s Republic of China (“Hong Kong”), by means of any document, any Notes other than(a) to “professional investors” as defined in the Securities and Futures Ordinance and any rules madeunder that Ordinance, or (b) in other circumstances which do not result in the document being a“prospectus” as defined in the Companies (Winding up and Miscellaneous Provisions) Ordinance(Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of thatOrdinance; and

(b) it has not issued, or had in its possession for the purposes of issue, and will not issue or have inits possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,invitation or document relating to the Notes, which is directed at, or the contents of which are likely to beaccessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws ofHong Kong) other than with respect to Notes which are or are intended to be disposed of only to personsoutside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinanceof Hong Kong and any rules made under that Ordinance.

Japan

No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Act of Japan(Law No. 25 of 1948) (the “FIEA”) has been made or will be made with respect to the solicitation of theapplication for the acquisition of the Notes as such solicitation falls within a Solicitation Only for QualifiedInstitutional Investors (as defined in Article 23-13 paragraph 1 of the FIEA).

Accordingly, the Notes have not been, directly or indirectly, offered or sold and will not be, directly orindirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used hereinmeans any person resident in Japan, including any corporation or other entity organised under the laws ofJapan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, anyresident of Japan except in compliance with the requirements for the application of a “Qualified InstitutionalInvestors Private Placement Exemption” under Article 2, paragraph 3, item 2 (a) of the FIEA and the otherapplicable laws and regulations of Japan.

Pursuant to the Qualified Institutional Investors Private Placement Exemption, the Notes may not betransferred except to (i) a non-resident of Japan or (ii) a Qualified Institutional Investor (as defined inArticle 2, paragraph 3, item 1 of the FIEA).

Singapore

This offering circular has not been registered as a prospectus with the Monetary Authority of Singapore.Accordingly, this offering circular and any other document or material in connection with the offer or sale, orinvitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes beoffered or sold, or be made the subject of an invitation for subscription or purchase, whether directly orindirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities

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and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), orany person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of theSFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision ofthe SFA.

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the solebusiness of which is to hold investments and the entire share capital of which is owned by one or moreindividuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investmentsand each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest(howsoever described) in that trust shall not be transferred within six months after that corporation or that trusthas acquired the Notes pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to anyperson arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(2) where no consideration is or will be given for the transfer;

(3) where the transfer is by operation of law;

(4) as specified in Section 276(7) of the SFA; or

(5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares andDebentures) Regulations 2005 of Singapore.

Switzerland

The Notes may not be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland.Neither this offering circular nor any other offering or marketing material relating to our Company or theNotes constitutes an offering prospectus as such term is understood pursuant to article 652a or article 1156 ofthe Swiss Federal Code of Obligations, and neither this offering circular nor any other offering or marketingmaterial relating to our Company or the Notes may be publicly distributed or otherwise made publiclyavailable in Switzerland. The Notes will be offered in Switzerland and this offering circular and any otheroffering or marketing material relating to the Notes will be distributed or otherwise made available inSwitzerland on a private placement basis only. No application has been or will be made to list the Notes on theSIX Swiss Exchange Ltd., and, consequently, neither this offering circular nor any other offering or marketingmaterial relating to our Company or the Notes constitutes a listing prospectus within the meaning of the listingrules of the SIX Swiss Exchange Ltd. Investors are advised to contact their legal, financial or tax advisers toobtain an independent assessment of the financial and tax consequences of an investment in the Notes.

United Kingdom

Each initial purchaser has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause tobe communicated an invitation or inducement to engage in investment activity (within the meaning ofSection 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connectionwith the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not applyto our Company; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

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United States

The Notes have not been and will not be registered under the Securities Act, and may not be offered orsold within the United States except in certain transactions exempt from the registration requirements of theSecurities Act.

The Notes are being offered and sold outside of the United States in reliance on Regulation S under theSecurities Act. The Purchase Agreement provides that the initial purchasers may directly or through theirrespective U.S. broker-dealer affiliates arrange for the offer and resale of the Notes within the United Statesonly to qualified institutional buyers in reliance on Rule 144A under the Securities Act (“Rule 144A”).

In addition, until 40 days after the commencement of the offering of the Notes, an offer or sale of noteswithin the United States by a dealer that is not participating in the offering may violate the registrationrequirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A.

Each purchaser of the Notes will be deemed to have made the acknowledgements, representations andagreements as described under “Transfer Restrictions.”

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TRANSFER RESTRICTIONS

Because of the following restrictions, purchasers are advised to consult legal counsel prior to makingany offer, sale, resale, pledge or other transfer of the Notes.

We have not registered the Notes under the Securities Act and the Notes may not be offered or soldwithin the United States or to, or for the account or benefit of, any person except to (i) “qualified institutionalbuyers” in reliance on Rule 144A under the Securities Act and (ii) persons in offshore transactions in relianceon Regulation S under the Securities Act (“Regulation S”). Terms used above and otherwise in this section ofthe offering circular have the meanings given to them by Regulation S and Rule 144A.

Each purchaser of notes will be deemed to have represented and agreed as follows:

(1) You understand and acknowledge that the Notes have not been registered under the SecuritiesAct or any other applicable securities laws and that the Notes are being offered for resale in transactionsnot requiring registration under the Securities Act or any other securities laws, including resales pursuantto Rule 144A, and, unless so registered, may not be offered, sold or otherwise transferred except incompliance with the registration requirements of the Securities Act or any other applicable securitieslaws, pursuant to an exemption therefrom, or in a transaction not subject thereto, and in each case incompliance with the conditions for transfer set forth in paragraph (4) below.

(2) You are not our “affiliate” (as defined in Rule 144 under the Securities Act), you are not actingon our behalf and you are either:

(a) a qualified institutional buyer and are aware that any sale of these notes to you will be madein reliance on Rule 144A and such acquisition will be for your own account or for the account ofanother qualified institutional buyer; or

(b) you are outside the United States and you are purchasing notes in an offshore transaction inaccordance with Regulation S.

(3) You acknowledge that none of us, the initial purchasers or any person representing us or theinitial purchasers have made any representation to you with respect to us or the offer or sale of any of theNotes, other than the information contained in this offering circular, which offering circular has beendelivered to you and upon which you are relying in making your investment decision with respect to theNotes. You acknowledge that the initial purchasers, the Trustee and the Agents make no representation orwarranty as to the accuracy or completeness of this offering circular. You have had access to suchfinancial and other information concerning us and the Notes, including an opportunity to ask questions of,and request information from, us and the initial purchasers.

(4) You are purchasing the Notes for your own account, or for one or more investor accounts forwhich you are acting as a fiduciary or agent, in each case for investment, and not with a view to, or foroffer or sale in connection with, any distribution thereof in violation of the Securities Act, subject to anyrequirement of law that the disposition of your property or the property of such investor account oraccounts be at all times within your or their control and subject to your or their ability to resell such notespursuant to Rule 144A, Regulation S or any other available exemption from registration available underthe Securities Act. You agree on your own behalf and on behalf of any investor account for which you arepurchasing the Notes, and each subsequent holder of these notes by its acceptance thereof will agree, thatuntil the end of the Resale Restriction Period (as defined below), the Notes may be offered, sold orotherwise transferred only:

(a) to us;

(b) pursuant to a registration statement which has been declared effective under the SecuritiesAct;

(c) for so long as the Notes are eligible for resale pursuant to Rule 144A, to a person youreasonably believe is a qualified institutional buyer that purchases for its own account or for theaccount of another qualified institutional buyer to whom you give notice that the transfer is beingmade in reliance on Rule 144A;

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(d) outside the United States to persons in offshore transactions meeting the requirements ofRule 904 under the Securities Act; or

(e) pursuant to any other available exemption from the registration requirements of theSecurities Act;

subject in each of the foregoing cases to any requirement of law that the disposition of the seller’s property orthe property of an investor account or accounts be within the seller or account’s control, and in compliancewith any applicable state securities laws.

In the case of Rule 144A Notes, you acknowledge that the above restrictions on resale will apply from theissue date of the Notes until the date that is one year after the later of the issue date of the Notes and the lastdate that we or any of our affiliates was the owner of the Notes or any predecessor of the Notes (the “ResaleRestriction Period”), and will not apply after the applicable Resale Restriction Period ends.

You also acknowledge that we, the Trustee and the Registrar reserve the right prior to any offer, sale orother transfer of the Notes pursuant to clause (d) or (e) above prior to the end of the applicable ResaleRestriction Period, to require the delivery of an opinion of counsel, certifications and/or other informationsatisfactory to us, the Trustee and the Registrar.

(5) You acknowledge that each Note will contain a legend substantially in the following form:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BEOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITEDSTATES. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONALBUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) OR(B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCEWITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILLNOT, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”)THAT IS (X) IN THE CASE OF RULE 144A NOTES, ONE YEAR AFTER THE LATER OFTHE ISSUE DATE OF THIS NOTE AND THE LAST DATE ON WHICH THE COMPANYOR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANYPREDECESSOR OF SUCH NOTE) OR (Y) IN THE CASE OF REGULATION S NOTES, 40DAYS AFTER THE DATE OF THIS NOTE, OFFER, SELL OR OTHERWISE TRANSFERSUCH NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TOA PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASINGFOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITHRULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ANOFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THESECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATIONPROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, INEACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE ORAN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THEEFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORETRANSACTION” AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BYRULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTUREGOVERNING THE NOTES CONTAINS A PROVISION REQUIRING THE TRUSTEE TOREFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THEFOREGOING RESTRICTIONS. THIS LEGEND WILL BE REMOVED UPON THEREQUEST OF THE HOLDER OR THE COMPANY ON OR AFTER THE RESALERESTRICTION TERMINATION DATE.”

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If you purchase any notes, you will also be deemed to acknowledge that the foregoing restrictionsapply to holders of beneficial interests in these notes as well as to holders of these notes.

(6) You acknowledge that the Registrar will not be required to accept for registration of transfer anynotes acquired by you, except upon presentation of evidence satisfactory to us and the Registrar that therestrictions set forth herein have been complied with.

(7) You acknowledge that:

(a) We, the initial purchasers, the Trustee, the Agents and others will rely upon the truth andaccuracy of your acknowledgements, representations and agreements set forth herein and you agreethat, if any of your acknowledgements, representations or agreements herein cease to be accurate andcomplete, you will notify us, the initial purchasers, the Trustee and the Agents promptly inwriting; and

(b) if you are acquiring any notes as fiduciary or agent for one or more investor accounts, yourepresent with respect to each such account that:

(i) you have sole investment discretion; and

(ii) you have full power to make the foregoing acknowledgements, representations andagreements.

(8) You agree that you will give to each person to whom you transfer these notes notice of anyrestrictions on the transfer of the Notes.

(9) If you are a purchaser in a sale that occurs outside the United States within the meaning ofRegulation S, you acknowledge that until the expiration of the 40-day distribution compliance period, youshall not make any offer or sale of these notes to any person, except pursuant to Rule 144A to a qualifiedinstitutional buyer taking delivery thereof in the form of a beneficial interest in a Rule 144A Global Note,and that each Regulation S Global Note will contain a legend to substantially the following effect:

“PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (ASDEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT OF 1933,AS AMENDED (THE “SECURITIES ACT”)), THIS SECURITY MAY NOT BE OFFERED,SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (ASDEFINED IN REGULATION S) EXCEPT TO A PERSON REASONABLY BELIEVED TO BE A“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THESECURITIES ACT (“RULE 144A”)) IN A TRANSACTION MEETING THE REQUIREMENTSOF RULE 144A AND THE INDENTURE REFERRED TO HEREIN.”

(10) You understand that no action has been taken in any jurisdiction (including the United States)by us or the initial purchasers that would permit a public offering of the Notes or the possession,circulation or distribution of this offering circular or any other material relating to us or the Notes in anyjurisdiction where action for that purpose is required. Consequently, any transfer of the Notes will besubject to the selling restrictions set forth under “Plan of Distribution.”

(11) If you purchase the Notes, you will be deemed to represent that, among other things, either(i) you are not a pension, profit sharing or other employee benefit plan subject to Title I of theU.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), an individualretirement account or annuity, Keogh plan or certain other arrangement subject to Section 4975 of theInternal Revenue Code (a “Plan”) or any other entity whose underlying assets include “plan assets” byreason of any Plan’s investment in the entity (a “Plan Asset Entity”) and you are not purchasing the Noteson behalf of or with “plan assets” of any Plan or other Plan Asset Entity or (ii) your purchase, holdingand disposition of the Notes will not give rise to a non-exempt prohibited transaction under Section 406of ERISA or Section 4975 of the Code.

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ENFORCEMENT OF JUDGMENTS

It may not be possible for you to effect service of process within the United States upon our Company,any of the guarantors of the Notes except STATS ChipPAC Inc., or the majority of their respective directorsand executive officers, or to enforce judgments obtained in U.S. courts based on the civil liability provisions ofthe U.S. securities laws against our Company, any of the guarantors of the Notes except STATS ChipPAC Inc.,or the majority of their respective directors and executive officers.

If a judgment is obtained in a U.S. court against our Company, any of the guarantors of the Notes exceptSTATS ChipPAC Inc., or the majority of their respective directors and executive officers, investors will need toenforce such judgment in jurisdictions where the relevant company or individual has assets. Even though asummary of the enforceability of U.S. court judgments outside the United States is set out below for Barbados,the British Virgin Islands, Malaysia and Korea, you should consult with your own advisors in any pertinentjurisdictions as needed to enforce a judgment in those jurisdictions or elsewhere outside the United States.

Barbados

A final and conclusive judgment obtained for a definite sum in a court in the United States may not beregistered or enforced directly under the provisions of the Foreign and Commonwealth Judgments (ReciprocalEnforcement) Act, Cap. 201 of the laws of Barbados, which provisions have not been extended to judgmentsgiven in the courts of the United States. The common law of Barbados would allow a judgment in personam tobe enforced by a claim or counterclaim for the amount due under it if the judgment is: (a) given by a court ofthe United States with jurisdiction to give that judgment according to the Barbados rules of conflict of laws;(b) not impeachable (i) for fraud; (ii) as being contrary to public policy; (iii) or as being opposed to naturaljustice; (c) for a debt, or definite sum of money not being a sum payable in respect of taxes or other charges ofa like nature or in respect of a fine or other penalty that is not being an action for the enforcement eitherdirectly or indirectly, of penal laws or revenue laws of the United States; (d) final and conclusive, so as tomake it res judicata between the parties; and (e) not contrary to the rules of public international law or certaininternational conventions which have been given effect in the law of Barbados.

British Virgin Islands

There is uncertainty as to whether the courts in the British Virgin Islands would enforce judgmentsobtained in the United States against us or our directors or executive officers, based on the civil liabilityprovisions of the securities laws of the United States or allow actions in the British Virgin Islands against us orour directors or executive officers based only upon the securities laws of the United States. Further, foreignjudgments may not be given effect to by a British Virgin Islands court where it would be contrary to publicpolicy in the British Virgin Islands or to the extent that they constitute the payment of an amount which is inthe nature of a penalty and not in the nature of liquidated damages. In addition, no claim may be brought in theBritish Virgin Islands against us or our directors and officers, in the first instance for a violation of U.S.federal securities laws because these laws have no extraterritorial application under British Virgin Islands lawand do not have force of law in the British Virgin islands.

In addition to and irrespective of jurisdictional issues, the British Virgin Islands courts will not enforce aprovision of the U.S. federal securities laws that is either penal in nature or contrary to public policy. Anaction brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, poweror right at the instance of the state in its sovereign capacity, is unlikely to be entertained by the British VirginIslands courts. An award of punitive damages under a U.S. court judgment based upon U.S. federal securitieslaw is likely to be construed by the British Virgin Islands courts to be penal in nature and thereforeunenforceable in the British Virgin Islands. Specified remedies available under the certain U.S. federal or statelaws, including specified remedies under U.S. federal securities laws, would not be available under BritishVirgin Islands law or enforceable in a British Virgin Islands court, if they are considered to be contrary toBritish Virgin Islands public policy.

There is no statutory enforcement in the British Virgin Islands of judgments obtained in the UnitedStates; however, the courts of the British Virgin Islands will in certain circumstances recognise such a foreign

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judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that noretrial of the issues would be necessary provided that:

• the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted tosuch jurisdiction or was resident or carrying on business within such jurisdiction and was duly servedwith process;

• is final and for a liquidated sum;

• the judgment given by the U.S. court was not in respect of penalties, taxes, fines or revenue obligationsof the company;

• in obtaining judgment there was no fraud on the part of the person in whose favour judgment was givenor on the part of the court;

• recognition and enforcement of the judgment in the British Virgin Islands would not be contrary topublic policy or for some other similar reason the judgment could not have been entertained by theBritish Virgin Islands court; and

• the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

In appropriate circumstances, the British Virgin Islands court may give effect in the British Virgin Islandsto certain final foreign judgments such as declaratory orders, orders for performance of contracts andinjunctions.

Malaysia

Malaysia does not currently have any arrangement with the United States for reciprocal recognition andenforcement of judgments. Any judgment obtained in the United States would therefore have to be enforcedby action at common law in Malaysia by bringing a new suit.

Generally, the following requirements must be satisfied:

(i) the judgment is on a matter of substance which is final and conclusive under the laws of NewYork and the United States;

(ii) the relevant Federal or State court has jurisdiction (as defined by Malaysia law); and

(iii) the judgment must be for a fixed and ascertainable sum of money.

In relation to (i), the United States judgment must be final and conclusive in that there must be a finaldetermination of rights between the parties. A judgment is not final and conclusive: (a) if it can be re-openedby the same court or if the court can alter its terms or (b) if there is another body, not being the appellate orsupervisory body that can override the decision of the said court.

With regards to (ii), this would be satisfied if that party was present, or resident in the United States at thetime of commencement of the foreign proceedings, or if that party had submitted or had agreed to submit tothe jurisdiction of the United States courts.

In respect of (iii), a judgment must be for the payment of a fixed and ascertainable sum of money, that is,the judgment sum can be derived by simple arithmetical calculation, as opposed to a judgment orderingspecific relief such as specific performance or an injunction.

The Malaysia courts will however not enforce the judgment if the defendant establishes any of thefollowing defences:

(a) it was procured by fraud;

(b) its enforcement would be contrary to public policy in Malaysia;

(c) its enforcement would conflict with an earlier judgment in Malaysia or an earlier foreignjudgment recognised under the Malaysia courts;

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(d) the proceedings in which it was obtained were contrary to natural justice; or

(e) if enforcing the foreign judgment will amount to the direct or indirect enforcement of a foreignpenal, revenue or other public law.

Korea

Any final judgment obtained in a foreign court against a subsidiary guarantor would be recognised,conclusive and enforceable in the courts of the Republic of Korea, without reconsideration of the merits,subject to the conditions set forth in Article 217 of the Civil Procedure Act of the Republic of Korea such as:(i) possession of valid jurisdiction by the court rendering such final judgment; (ii) receipt by the subsidiaryguarantor of proper service of process or a voluntary appearance by the subsidiary guarantor before suchforeign court; (iii) such enforcement not violating a fundamental public policy of the Republic of Korea; and(iv) reciprocal enforcement of a final judgment rendered by the courts of the Republic of Korea by therespective foreign court (or there are no material difference in the relevant conditions maintained by therespective foreign court).

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VALIDITY AND ENFORCEABILITY OF THE NOTE GUARANTEES AND THE SECURITY

Set out below is a summary of certain limitations on the enforceability of the Notes and the NoteGuarantees in certain non-U.S. jurisdictions in which certain of the guarantors of the Notes are organised. Itis a summary only, and proceedings of bankruptcy, insolvency or a similar event could be initiated in any ofthese jurisdictions and in the jurisdiction of organisation of a future guarantor of the Notes. The application ofthese various laws in multiple jurisdictions could trigger disputes over which jurisdictions’ law should applyand could adversely affect your ability to enforce your rights and to collect payment in full under the notesand the guarantees.

Also set forth below is a brief description of certain aspects of insolvency law in Barbados, the BritishVirgin Islands, Malaysia and Korea. In the event that any one or more of the Issuer, the guarantors of theNotes or any of the Issuer’s other subsidiaries experiences financial difficulty, it is not possible to predict withcertainty in which jurisdiction or jurisdictions insolvency or similar proceedings would be commenced, or theoutcome of such proceedings.

Barbados

Registration of Security

Under the Companies Act, a charge created by a Barbados company or a charge over the assets of aBarbados company must be lodged, together with a statement of charge, with the Registrar of Companies inBarbados within 28 days of its creation. If the instrument by which the charge is created or evidenced is not solodged, the document will be void so far as any security interest that it purports to create.

Stamp Duty

In order to ensure the enforceability or admissibility into evidence of a document to which a Barbadoscompany is a party or any lien granted by a Barbados company thereunder, stamp duty must be paid on anydocument entered into by a Barbados company prior to it being admitted into evidence in Barbados.

Statutory Preferences

The guarantee by a Barbados company will be subordinated to the claims of creditors having statutorypreferences under Barbados law. Statutory preferences include the following:

The Bankruptcy and Insolvency Act, Chapter 303 of the laws of Barbados (the “BIA”), provides ascheme for distribution for certain preferred creditors. These preferred creditors or payments give priorityto the cost of administration, namely; expenses, fees of the trustee and a person appointed by theFinancial Services Commission (the “FSC”) who deals with the property; legal costs, levy of theSupervisor of Insolvency payable to FSC for the payment of defraying the costs of the FSC (5% of allpayments); wages, salaries, commissions or other compensation of employees during the six monthsimmediately preceding bankruptcy to the extent of BBD4,000 in each case, including expenses incurredby a travelling salesman any disbursements incurred by the salesman conducting the bankrupt’s business,to the extent of an additional $2000 in each case during the 6 month period; National Insurance andPension contributions for employees, all taxes including land tax or income tax assessed on the bankruptfor a period not exceeding one year, and amounts due to a landlord; and claims by individuals under30 years to the extent of $750; and all claims of all persons having contracted directly with the bankrupt,in each case to a maximum of $500.

Under the Companies Act, Chapter 308 of the Laws of Barbados, and the Barbados CompaniesRegulations, on a voluntary liquidation of an entity acting as guarantor, there is an established scheme ofpreferential payments which shall be made in priority of all other debts or judgments. These preferentialpayments include taxes of every description due from the guarantor at the date of the receiving order andcontributions payable for National Insurance for employees, wages and salaries to employees four monthsbefore a receiving order and severance pay due to employees. These preferential payments also takepriority to any claim for principal or interest in respect of the debentures of a Barbados company securedby a floating charge.

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Fraudulent Preferences

Every conveyance or transfer of property or charge made on property, every payment made, everyobligation incurred and every judicial proceeding taken or suffered by any insolvent person in favour of anycreditor or of any person in trust for any creditor with a view to giving such creditor or any surety or guarantorfor the debt due to such creditor a preference over the other creditors is, where it is made, incurred, taken orsuffered within the period beginning on the day that is 3 months before the date of the initial bankruptcy eventand ending on the date the insolvent person became bankrupt, both dates included, deemed fraudulent and voidas against the trustee in the bankruptcy.

Under the BIA, an insolvent person means a person who is not bankrupt and who resides, carries onbusiness or has property in Barbados, whose liabilities to creditors provable as claims under the BIA amountto not less than $4,000, and

(a) who is for any reason unable to meet his obligations as they generally become due;

(b) who has ceased paying his current obligations in the ordinary course of business as theygenerally become due; or

(c) the aggregate of whose property is not, at a fair valuation, sufficient, or, if disposed of at a fairlyconducted sale under legal process, would not be sufficient to enable payment of all his obligations dueand accruing due.

Exchange Control

Under the Exchange Control Act, Cap. 71, the shares in a Barbados company may not be transferred to aperson who is not resident in Barbados without the prior permission of the Exchange Control Authority (the“Authority”). This permission is usually sought by submission of a letter to the Authority setting out thenumber of shares to be transferred and naming both the transferor and the transferee. We have been advised byBarbados counsel that they know of no case in which this permission has not been granted.

British Virgin Islands

Certain limitations of equitable share mortgages in respect of a British Virgin Islands company’s shares

Under the laws of the British Virgin Islands, a bona fide third party purchaser for value without notice ofa security interest may acquire title to assets free from any prior security interest. An equitable mortgage overa British Virgin Islands company’s shares does not provide a perfected legal security interest over such shares.Consequently, a third party could obtain a legal security interest over the British Virgin Islands company’sshares which ranks in priority to such an equitable mortgage or could acquire such shares free from thesecurity interest created by the equitable mortgage. Under an equitable mortgage, the mortgagor transfers abeneficial interest in a British Virgin Islands company’s shares to the mortgagee whilst the legal interestremains with the mortgagor. Under an equitable mortgage over shares, the mortgagor remains the legal ownerand of the shares and registered as the holder of the shares in the British Virgin Islands company’s register ofmembers.

Under the BVI Business Companies Act, 2004 (as amended), the entry of the name of a person in theregister of members of a British Virgin Islands company as a holder of a share in that British Virgin Islandscompany is prima facie evidence that legal title in the share rests in that person. Accordingly, a failure toeffect such an entry in the register of members may restrict the ability of a secured party to enforce its rightsover the shares in a British Virgin Islands company in respect of the legal title thereto, or realise their securityby selling the legal title of the shares in a British Virgin Islands company to third parties. If the British VirginIslands company or its registered agent refuses to enter the secured party or its nominee in the register ofmembers following enforcement of an equitable share mortgage it may be necessary to obtain a court order tocompel such action. A British Virgin Islands company may treat the registered holder of the shares in a BritishVirgin Islands company as the only person entitled to receive distributions or dividends, exercise any voting orother rights, or receive notices in respect of the shares in a British Virgin Islands company. Subject to itsmemorandum and articles of association, under British Virgin Islands law the registered holder of the shares in

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a British Virgin Islands company may have the power to alter the memorandum and articles of association of aBritish Virgin Islands company to introduce provisions which may restrict the ability of the secured party toenforce the security created over the shares in a British Virgin Islands company pursuant to an equitable sharemortgage.

Priority under British Virgin Islands law of security granted by a British Virgin Islands company over itsassets

In respect of security granted by a British Virgin Islands company, each of the British Virgin Islandscompany and the secured party has the option of making an application to register the security in the Registerof Registered Charges held by the British Virgin Islands Registrar of Corporate Affairs (the “Registrar”) forthe British Virgin Islands company (the “Register of Registered Charges”) by filing an application, specifyingthe prescribed particulars of the security, in the approved form. If the Registrar is satisfied that the registrationrequirements have been complied with, he will register the security in the Register of Registered Charges keptby the Registrar for the British Virgin Islands company and issue a certificate of registration in respect of thesecurity (the “Certificate”). If an application is made to the Registrar (as described above), and a Certificate isissued by the Registrar in respect of the security, the Certificate is conclusive proof that the requirements as toregistration have been complied with and that the security referred to in the Certificate was registered on thedate and time stated in the Certificate.

If the security is registered as described above, then subject to the exceptions listed below, the securitywill in respect of the collateral charged by the British Virgin Islands company, as a matter of British VirginIslands law have priority over any security interests which are subsequently created and registered in theRegister of Registered Charges in respect of such collateral and any subsequently created security interests inrespect of such collateral that are not registered as described above. The priority of security under the laws ofthe British Virgin Islands is subject to: (a) intercreditor arrangements; and (b) floating charges without thebenefit of a negative pledge will be postponed to a subsequently registered fixed charge.

In the case of security over a debt or other chose in action, the priority and perfection of such securitywill be decided according to the law of the relevant debt or the law governing the creation of the chose inaction. Priorities of competing interests over other secured property may under British Virgin Islands conflictof laws rules be determined under other foreign laws, including for example the jurisdiction of the location ofthe secured property (the lex situs).

A mortgage or charge over certain assets of a person (the “Encumbered Assets”) which secures allobligations owed by such person (the “First Security”) will not necessarily rank in priority to a mortgage orcharge over the Encumbered Assets which is later granted by such person to or in favour of another person(the “Later Security”). Where the beneficiary of the First Security has made a further advance to the person ata time when it has notice of the Later Security, the First Security may rank behind the Later Security in respectof such further advance.

Voidable transactions — Insolvency Act, 2003 of the British Virgin Islands (the “BVI Insolvency Act”)

The following summary of British Virgin Islands law is limited to a consideration of certain effects thatthe insolvent liquidation of a British Virgin Islands company may have on a guarantee or security granted bythat British Virgin Islands company.

The insolvent liquidation of a British Virgin Islands company is governed by the provisions of the BVIInsolvency Act. A party, who has standing, pursuant to the provisions of the BVI Insolvency Act, may makean application to the British Virgin Islands court for the appointment of a liquidator to a British Virgin Islandscompany if it is insolvent (as defined in the BVI Insolvency Act) or it is just and equitable or in the publicinterest that a liquidator should be appointed. However, the mere fact of insolvency does not itselfautomatically lead to liquidation. In terms of a British Virgin Islands company that has granted a guarantee orsecurity, and the guarantee or security has become enforceable as against the British Virgin Islands company,if the creditor considers the British Virgin Islands company to be insolvent, the creditor may apply to theBritish Virgin Islands court for the appointment of a liquidator to the British Virgin Islands company.

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In the event of the appointment of a liquidator to a British Virgin Islands company pursuant to theprovisions of the BVI Insolvency Act, from the commencement of the liquidation of the British Virgin Islandscompany, unless the British Virgin Islands court otherwise orders, no person may commence or proceed withany action or proceeding against the British Virgin Islands company or in relation to its assets (in effect, theappointment of a liquidator triggers an automatic stay of proceedings against the British Virgin Islandscompany) and no share in the British Virgin Islands company may be transferred. However, the relevantprovisions of the BVI Insolvency Act do not affect the rights of a secured creditor (such as the holder of afixed charge) to take possession of and realise or otherwise deal with assets of the British Virgin Islandscompany over which the creditor has a security interest (ordinarily the debt due under a guarantee would be anunsecured claim in the liquidation unless such debt is otherwise subject to security).

Under the laws of the British Virgin Islands, in the event of the insolvent liquidation of a British VirginIslands company, any transaction entered into by the British Virgin Islands company within the vulnerabilityperiod (which is (a) the period of 6 months prior to the onset of insolvency in the case of a transaction with anunconnected third party, (b) the period of 2 years prior to the onset of insolvency in the case of a transactionwith a connected person, or (c) the period of 5 years prior to the onset of insolvency in respect of extortionatecredit transactions) may be subject to challenge by the appointed liquidator, if the liquidator considers thetransaction is voidable. A “voidable transaction” is any of the following transactions which are entered intoduring the vulnerability period and which is (other than in respect of an extortionate credit transaction) an“insolvency transaction”: (i) an unfair preference; (ii) an undervalue transaction; (iii) a voidable floatingcharge; or (iv) an extortionate credit transaction. For a transaction to be voidable as an undervalue transaction,an unfair preference or a voidable floating charge the transaction must be an “insolvency transaction” (whichis defined to be a transaction that is entered into at a time when the British Virgin Islands company wasinsolvent or causes the British Virgin Islands company to become insolvent). The “insolvency transaction”must also be entered into within the vulnerability period and it must otherwise amount to an unfair preference,undervalue transaction or a voidable floating charge within the meaning of the BVI Insolvency Act. For atransaction to be voidable as an extortionate credit transaction it must be entered into within the vulnerabilityperiod and must otherwise amount to an extortionate credit transaction within the meaning of the BVIInsolvency Act.

For these purposes, an “undervalue transaction” is a transaction (including a transaction entered intopursuant to the order of a court or tribunal in or outside the British Virgin Islands) entered into by the BritishVirgin Islands company and another person which would include a sale, transfer, lease, exchange or otherdisposition of property or any transaction contemplated thereby which is a gift or made for no consideration orfor consideration the value of which, in money or money’s worth, is significantly less than the value, in moneyor money’s worth, of the consideration provided by the British Virgin Islands company. A transaction is not anundervalue transaction if: (a) the British Virgin Islands company entered into the transaction in good faith andfor the purposes of its business; and (b) at the time the British Virgin Islands company entered into thetransaction, there were reasonable grounds for believing that the transaction would benefit it. Where suchtransaction was entered into with a “connected person” (as defined under the BVI Insolvency Act andincludes, amongst others, a director or member of the British Virgin Islands company or a related companythereof), it is presumed that, unless the contrary is proved, the transaction was an insolvency transaction andthat the provisos referred to at paragraphs (a) and (b) above did not apply to the transaction. A “voidablefloating charge” is a floating charge created by the British Virgin Islands company, save to the extent that suchfloating charge secures: (i) money advanced or paid to the British Virgin Islands company, or at its direction,at the same time as, or after, the creation of the charge; (ii) the amount of any liability of the British VirginIslands company discharged or reduced at the same time as, or after, the creation of the charge; (ii) the valueof assets sold or supplied, or services supplied, to the company at the same time as, or after, the creation of thecharge; and (iv) the interest, if any, payable on the amount referred to in paragraphs (i) to (iii) pursuant to anyagreement under which the money was advanced or paid, the liability was discharged or reduced, the assetswere sold or supplied or the services were supplied.

Where a floating charge is created in favour of a connected person, it is presumed that, unless thecontrary is proved, the creation of the charge was an insolvency transaction. An “unfair preference” includes a

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transaction which has the effect of putting a creditor of the British Virgin Islands company into a positionwhich, in the event of the British Virgin Islands company going into insolvent liquidation, will be better thanthe position it would have been in if the transaction not been entered into. A transaction is not an unfairpreference if the transaction took place in the ordinary course of business. Where the transaction is enteredinto with a connected person it is presumed, unless the contrary is proved, that the transaction was aninsolvency transaction and that it did not take place in the ordinary course of business. An “extortionate credittransaction” includes a transaction relating to the provision of credit to the British Virgin Islands company,having regard to the risk accepted by the person providing the credit, the terms of which are such as to requiregrossly exorbitant payments to be made (whether unconditionally or in certain contingencies) in respect of theprovision of credit, or which otherwise grossly contravenes ordinary principles of fair trading. Furthermore, aconveyance of property (which includes a mortgage or charge made by a company) by the British VirginIslands company at any time with intent to defraud creditors is voidable at the instance of the person therebyprejudiced.

If a transaction is determined by the British Virgin Islands court to be a voidable transaction then thereare a number of possible remedies that may be ordered. In particular, the British Virgin Islands court may:(a) order that the obligations of the British Virgin Islands company under any guarantee or security granted bythe British Virgin Islands company be set-aside and or any payments made as a consequence of the voidabletransaction could be clawed back by a liquidator of the British Virgin Islands company; or (b) in respect of anunfair preference or an undervalue transaction, make such orders as it considers fit for restoring the position towhat it would have been if the British Virgin Islands Company had not entered into that transaction; and (c) inrespect of an extortionate credit transaction, by order provide for any one or more of the following; (i) thevariation of the terms of the transaction or the terms on which any security interest for the purposes of thetransaction is held; (ii) the payment by any person who is or was a party to the transaction to the liquidator ofany sums paid by the British Virgin Islands Company to that person by virtue of the transaction; (iii) thesurrender by any person to the liquidator of any asset held by him as security for the purposes of thetransaction; and (iv) the taking of accounts between any persons.

Although the BVI Insolvency Act contains provisions which are similar to the English law administrationprocess, those provisions have not been brought into effect and, as such, administration is not currently anoption under British Virgin Islands law.

Malaysia

Stamp Duty

Under Malaysia law, stamp duty of up to a maximum of Malaysian Ringgit 500.00 is imposed by theInland Revenue of Malaysia in connection with the execution and delivery of any one of the stampablesecurity documents.

Registration Requirements

It is necessary under the laws of Malaysia in order to ensure the validity, effectiveness, performance and/or the enforceability of the security interests created by certain of the security documents registrable underSection 108 of the Malaysia Companies Act 1965 that a statement of the prescribed particulars of theobligations created thereunder be registered with the Companies Commission of Malaysia.

Undervalue Transactions and Unfair Preferences

The guarantee and/or the securities given by a company incorporated in Malaysia (the “MalaysiaCompany”) might be subject to challenges by a liquidator under the laws of Malaysia relating to undervaluetransactions or preferential transactions.

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On the application of a liquidator, the Malaysia courts may make such an order as they think fit forrestoring the position to what it would have been if the Malaysia Company subject to the application had notentered into, inter alia, any of the following types of transactions:

(i) a transaction with any person at an undervalue which took place at any time within the period offive years ending on the date of the commencement of the winding up;

(ii) a transaction under which any property, business or undertaking of the Malaysia Company issold for cash consideration within a period of two years before the commencement of the winding up ofthe Malaysia Company to a person who was a director of the Malaysia Company at the time of the sale orto a company of which at the time of the sale a person was a director who was also of the MalaysiaCompany;

(iii) a transaction under which a fraudulent preference is given by the Malaysia Company and whichis not a transaction at an undervalue, at any time within the period of six months ending on the date of thecommencement of the winding up; or

(iv) a transaction under which a floating charge on the undertaking or property of the MalaysiaCompany was created at any time within six months ending on the date of commencement of the windingup,

provided that the Malaysia Company was insolvent when it entered into the transaction or became insolvent asa result of the transaction.

A Malaysia Company will be treated as having entered into a transaction with a person at an undervalueif:

(i) it makes a gift to that person or otherwise enters into a transaction with that person on terms thatprovide for it to receive no consideration; or

(ii) it enters into a transaction with that person for a consideration the value of which, in money ormoney’s worth, is significantly less than the value, in money or money’s worth, of the considerationprovided by the Malaysia Company.

The Malaysia courts shall not make any order in respect of a transaction at an undervalue if it is satisfiedthat the Malaysia Company entered into the transaction in good faith for the purpose of carrying on itsbusiness and that, at the time it entered into the transaction, there were reasonable grounds for believing thatthe transaction would be of benefit to the Malaysia Company.

The Malaysia Company will be treated as having given fraudulent preference to another person if:

(i) the transaction took place within six months prior to the date of commencement of the windingup;

(ii) the transaction is either a conveyance or transfer of property or charge thereon, payments made,obligation incurred or judicial proceedings taken or suffered;

(iii) the transaction took place at a time when the Malaysia Company was insolvent;

(iv) that the person in whose favour the transaction was effected was a creditor of the Malaysiacompany; and

(v) that the transaction conferred on that person a preference, priority or advantage over othercreditors in the winding up.

Korea

Enforcement of the security may be affected by, amongst other factors, laws relating to bankruptcy,liquidation, rehabilitation, and similar laws and regulations.

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Establishment and Perfection of the Security Interest

Under the laws of Korea, security and collateral can only be established and effected in a mannerprovided by law. Real property, movable assets, shares/units, bank accounts, plant and machinery, receivables,and insurance claims may be used as collateral. Depending on the type of asset, different types of securityinterests may be created, including (i) mortgage; (ii) pledge; and (iii) yangdo dambo (a security assignment).Under the laws of Korea, different types of security interests require different types of perfection to becomeeffective.

To create and perfect a mortgage, the mortgagor and the mortgagee must execute a mortgage agreementand register the mortgage with the relevant court registry.

With respect to a pledge, the pledgor and the pledgee must enter into a pledge agreement. For a pledgeover machinery, movable assets, or shares/units, the pledgee must also have actual (or deemed) possession ofthe relevant collateral. In the case of shares/units, the name and address of the pledgee should be recorded inthe shareholders’/unit holders’ registry in addition to taking possession of such shares/units. For a pledge overthe monetary rights of a third party (including insurance claims, accounts, receivables, etc.) a notice of pledgeshould be given to, or the consent to pledge should be obtained from, the third party, and such notice orconsent must be affixed with a fixed-date stamp.

With respect to a yangdo dambo, the transferor and the transferee must enter into a yangdo damboagreement and the legal title to the relevant collateral must be transferred from the transferor to the transferee.

The priority of the competing security interests is determined by the order of perfection. For mortgages,the date of registration will be the date of perfection and for a pledge over the monetary rights of a third party,the date on which a notice or consent with fixed date stamp is given or obtained is the date of perfection. For ayangdo dambo, the date of the execution of the agreement is the date of perfection.

Limitations Relating to Bankruptcy Proceedings and Rehabilitation Proceedings

The Bankruptcy Act and the Debtor Rehabilitation Act regulate bankruptcy and rehabilitationproceedings in Korea. While the purpose of a bankruptcy proceeding is to enable the debtor facing financialdifficulties to suspend the creditor’s operation and liquidate and distribute its assets, the purpose of arehabilitation proceeding is to rehabilitate a company by reconciling the interests of its creditors, shareholdersand other interested parties.

Under bankruptcy proceedings, the bankruptcy estate will be distributed to creditors in the followingpriority order of claim: (i) secured creditors; (ii) creditors with estate claims; (iii) creditors with otherstatutorily preferred claims; and (iv) other unsecured creditors. In bankruptcy proceedings, a secured creditorwho has a pledge, mortgage, etc., in the bankruptcy estate is given the right of separation with respect to therelevant estate. In other words, a secured creditor is not bound by bankruptcy proceedings and may enforce itssecurity interest outside the bankruptcy proceedings and have priority in any proceeds resulting from theenforcement of its security interest.

By contrast, secured claims in rehabilitation proceedings cannot be enforced outside the rehabilitationproceedings, although secured creditors are generally treated more favourably than unsecured creditors. Forrehabilitation proceedings, creditors have a right to vote on whether to approve or disapprove the rehabilitationplan, and distribution to creditors is made in accordance with the approved rehabilitation plan.

If the debtor engages in any acts that may harm the interests of its bankruptcy creditor or rehabilitationcreditor before the commencement of a bankruptcy or rehabilitation proceeding, the administrator (in the caseof bankruptcy) or the receiver (in the case of rehabilitation) can exercise the right to nullify such acts andrecover the asset of the debtor’s estate.

Enforcement/Foreclosure

If the security interest is enforced by the holder of the security, the holder of the security may have toinitiate certain actions depending on the type of security to be enforced under the laws of Korea.

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With respect to a mortgage, a mortgagee may sell the mortgaged property by court auction to obtainsatisfaction of his claim. For a pledge on movable assets, a pledgee may sell the pledged assets to obtainsatisfaction of his claim pursuant to the agreement. For an account pledge, a pledgee may directly collect theclaim from the bank. For a share/unit pledge, a pledgee may sell or otherwise dispose of the units/shares.

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LEGAL MATTERS

Certain legal matters with respect to the Notes are being passed upon on our behalf by Latham & WatkinsLLP and on behalf of the initial purchasers by Milbank, Tweed, Hadley & McCloy LLP, in each case, as tomatters of United States and New York law. Certain matters of Singapore law are being passed upon on ourbehalf by Drew & Napier LLC and on behalf of the initial purchasers by Allen & Gledhill LLP.

Each of Latham & Watkins LLP, Milbank, Tweed, Hadley & McCloy LLP, Drew & Napier LLC andAllen & Gledhill LLP does not make, or purport to make, any statement herein and is not aware of anystatement herein which purports to be based on a statement made by it and each of them makes norepresentation, expressed or implied, regarding, and takes no responsibility for, any statement in or omissionherein.

262

INDEPENDENT AUDITOR

Our consolidated financial statements for the years ended 28 December 2014, 29 December 2013 and30 December 2012 and for the years ended 28 December 2014, 29 December 2013 and 30 December 2012,included in this offering circular, have been audited by PricewaterhouseCoopers LLP, an independent auditor,as stated in their reports appearing herein.

PricewaterhouseCoopers LLP’s address is 8 Cross Street #17-00, PWC Building, Singapore 048424.

263

STATS CHIPPAC LTD. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

Independent Auditor’s Report for the year ended 28 December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2Consolidated Statement of Financial Position as of 28 December 2014 and 29 December 2013 . . . . . . . . . F-3Consolidated Income Statement for the years ended 28 December 2014 and 29 December 2013 . . . . . . . . . F-4Consolidated Statement of Comprehensive Income for the years ended 28 December 2014 and

29 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5Consolidated Statement of Changes in Equity for the years ended 28 December 2014 and 29 December

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6Consolidated Statement of Cash Flows for the years ended 28 December 2014 and 29 December 2013 . . . F-7Notes to the Consolidated Financial Statements for the years ended 28 December 2014 and 29 December

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8Independent Auditor’s Report for the year ended 29 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-46Consolidated Statement of Financial Position as of 29 December 2013 and 30 December 2012 . . . . . . . . . F-47Consolidated Income Statement for the years ended 29 December 2013 and 30 December 2012 . . . . . . . . . F-48Consolidated Statement of Comprehensive Income for the years ended 29 December 2013 and

30 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-49Consolidated Statement of Changes in Equity for the years ended 29 December 2013 and 30 December

2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-50Consolidated Statement of Cash Flows for the years ended 29 December 2013 and 30 December 2012 . . . F-51Notes to the Consolidated Financial Statements for the years ended 29 December 2013 and 30 December

2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-52Financial Statements for the six months ended 28 June 2015 and 29 June 2014 . . . . . . . . . . . . . . . . . . . . . . F-91

F-1

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF STATS CHIPPAC LTD.

Report on the Financial Statements

We have audited the accompanying financial statements of STATS ChipPAC Ltd. (the “Company”) andits subsidiaries (the “Group”) set out on pages F-3 to F-45, which comprise the consolidated statement offinancial position of the Group and statement of financial position of the Company as at 28 December 2014,and the consolidated income statement, consolidated statement of comprehensive income, statement ofchanges in equity and statement of cash flows of the Group for the year then ended, and a summary ofsignificant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view inaccordance with the provisions of the Singapore Companies Act (the “Act”) and Singapore FinancialReporting Standards, and for devising and maintaining a system of internal accounting controls sufficient toprovide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition;and transactions are properly authorised and that they are recorded as necessary to permit the preparation oftrue and fair profit and loss accounts and balance sheets and to maintain accountability of assets.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with Singapore Standards on Auditing. Those standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor’s judgement, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal control relevant to the entity’s preparation of financialstatements that give a true and fair view in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well as evaluating the overall presentation ofthe financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

Opinion

In our opinion, the consolidated financial statements of the Group and the statement of financial positionof the Company are properly drawn up in accordance with the provisions of the Act and Singapore FinancialReporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Companyas at 28 December 2014, and of the results, changes in equity and cash flows of the Group for the year endedon that date.

Report on other Legal and Regulatory Requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and bythose subsidiaries incorporated in Singapore, of which we are the auditors, have been properly kept inaccordance with the provisions of the Act.

PricewaterhouseCoopers LLPPublic Accountants and Chartered Accountants

Singapore16 March 2015

F-2

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Note28 December

201429 December

2013$’000 $’000

ASSETSCurrent assets:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 117,456 129,136Short-term bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 66,054 42,042Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 238,684 238,441Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 29,479 15,239Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 73,232 71,055Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 11,373 —Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . 20,192 18,970

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 556,470 514,883Non-current assets:

Long-term bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1,659 11,604Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 1,637,195 1,431,247Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 33,617 35,117Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 381,487 381,487Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 100 186Prepaid expenses and other non-current assets . . . . . . . . . . . . . . . . . . . . . . . 3,306 3,146

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,057,364 1,862,787

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,613,834 2,377,670

LIABILITIESCurrent liabilities:

Accounts and other payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198,076 138,004Payables related to property, plant and equipment purchases . . . . . . . . . . . 95,592 141,998Accrued operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 107,312 124,640Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,327 18,207Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 212,597 37,947Short-term amounts due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . 30 31 100

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 625,935 460,896Non-current liabilities:

Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 990,688 874,281Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 38,689 47,476Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 16,079 24,228

Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,045,456 945,985

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,671,391 1,406,881

EQUITYShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 873,666 873,666Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,683 51,478Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 (13,800) (7,712)

Equity attributable to equity holders of STATS ChipPAC Ltd. . . . . . . . . 889,549 917,432Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,894 53,357

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 942,443 970,789

Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,613,834 2,377,670

The accompanying notes form an integral part of these financial statements.

F-3

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT

Year Ended

Note28 December

201429 December

2013$’000 $’000

Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,585,834 1,598,522Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,402,331) (1,380,941)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183,503 217,581

Operating expenses:Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,164 96,140Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,200 46,432Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 4,319 1,886Exchange offer and redemption expenses . . . . . . . . . . . . . . . . . . . . . . . . . — 15,701Write-off of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,392

Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139,683 162,551

Equipment impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,713 —

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,396 162,551

Operating income before exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . 40,107 55,030Plant closure costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 — (36,909)Flood related insurance settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 — 19,582Flood related plan charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 — (3,000)

Operating income after exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,107 34,703

Other income (expenses), net:Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,692 1,334Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (51,432) (54,459)Foreign currency exchange gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,145 3,641Other non-operating expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 (547) (1,969)

Total other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (47,142) (51,453)

Loss before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,035) (16,750)Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 (6,515) (22,329)

Net loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,550) (39,079)Less: Net income attributable to the non-controlling interest . . . . . . . . . . (8,245) (8,414)

Net loss attributable to STATS ChipPAC Ltd. . . . . . . . . . . . . . . . . . . . . . . . (21,795) (47,493)

Net loss per ordinary share attributable to STATS ChipPAC Ltd.: . . . . . . . . 23— Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.01) $ (0.02)— Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.01) $ (0.02)

The accompanying notes form an integral part of these financial statements.

F-4

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year Ended

Note28 December

201429 December

2013$’000 $’000

Net loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,550) (39,079)Other comprehensive loss:Cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 (2,322) (389)Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 (6,949) (7,210)

Comprehensive loss, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,271) (7,599)

Total comprehensive loss, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22,821) (46,678)

Total comprehensive income (loss), net of tax attributable to:STATS ChipPAC Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (27,883) (53,377)Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,062 6,699

(22,821) (46,678)

The accompanying notes form an integral part of these financial statements.

F-5

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to Equity Holders of STATS ChipPAC Ltd.

ShareCapital

RetainedEarnings

ForeignCurrency

TranslationReserve

HedgingReserve

Total EquityAttributable to

STATSChipPAC Ltd.

Non-controllingInterest

TotalEquity

$’000 $’000 $’000 $’000 $’000 $’000 $’000

2014Balances at 30 December 2013 . . . . 873,666 51,478 (7,844) 132 917,432 53,357 970,789Total comprehensive income (loss),

net of tax . . . . . . . . . . . . . . . . . . . . — (21,795) (3,766) (2,322) (27,883) 5,062 (22,821)Dividends paid by subsidiary . . . . . . — — — — — (5,525) (5,525)

Balances at 28 December 2014 . . . . 873,666 29,683 (11,610) (2,190) 889,549 52,894 942,443

2013Balances at 31 December 2012 . . . . 873,666 98,971 (2,349) 521 970,809 51,789 1,022,598Total comprehensive income (loss),

net of tax . . . . . . . . . . . . . . . . . . . . — (47,493) (5,495) (389) (53,377) 6,699 (46,678)Dividends paid by subsidiary . . . . . . — — — — — (5,131) (5,131)

Balances at 29 December 2013 . . . . 873,666 51,478 (7,844) 132 917,432 53,357 970,789

The accompanying notes form an integral part of these financial statements.

F-6

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

Year Ended28 December

201429 December

2013$’000 $’000

Cash Flows From Operating ActivitiesNet loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,550) (39,079)Adjustments to reconcile net income to net cash provided by operating activities:Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,515 22,329Depreciation and amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310,929 302,508Gain on sale of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,798) (1,816)Asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,713 20,730Exchange offer and redemption expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 15,701Write-off of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,392Foreign currency exchange gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,161) (948)Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,692) (1,334)Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,432 54,459Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,629) (3,303)Changes in working capital: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (243) 19,602Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,177) 19,148Other receivables, prepaid expense and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . (22,645) (4,983)Accounts payable, accrued operating expenses and other payables . . . . . . . . . . . . . . . 32,538 (8,253)Amounts due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (69) 72Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,390) (16,729)Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 342,773 380,496Cash Flows From Investing ActivitiesProceeds from maturity of bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,311 85,410Purchases of bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (97,744) (89,248)Acquisition of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,093) (5,163)Purchases of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (581,135) (408,214)Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 955 607Proceeds from sale of property, plant and equipment and others . . . . . . . . . . . . . . . . . 11,596 3,927Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (590,110) (412,681)Cash Flows From Financing ActivitiesRepayment of bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (148,100) (235,483)Proceeds from issuance of senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 255,000Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (7,400)Repurchase and redemption of senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (255,719)Exchange offer of senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (24,933)Proceeds from bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 432,789 314,731Distribution to non-controlling interest in subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . (5,383) (4,936)Grants received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702 4,780Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,390) (55,750)Decrease in restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 489Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . 235,618 (9,221)Net decrease in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,719) (41,406)Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . 39 (16)Cash and cash equivalents at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,136 170,558Cash and cash equivalents at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,456 129,136

The accompanying notes form an integral part of these financial statements.

F-7

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

These notes form an integral part of the consolidated financial statements.

1. General Information

STATS ChipPAC Ltd. (“STATS ChipPAC” or the “Company” and together with its subsidiaries, the“Group”) is an independent provider of a full range of semiconductor packaging design, bump, probe,assembly, test and distribution solutions. STATS ChipPAC is headquartered in Singapore and hasmanufacturing facilities in South Korea, Singapore, China, and Taiwan (which includes the facilities of theCompany’s 52%-owned Taiwan subsidiary, STATS ChipPAC Taiwan Semiconductor Corporation). STATSChipPAC markets its services through its direct sales force in the United States, Singapore, South Korea,China, Taiwan and Switzerland.

STATS ChipPAC is listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”) and isincorporated and domiciled in Singapore. The registered office of the Company is at 10 Ang Mo Kio Street 65Techpoint #05-17/20 Singapore 569059.

2. Presentation of Financial Statements

The financial statements of STATS ChipPAC comply with the Singapore Financial Reporting Standards(“FRS”).

The financial statements for the year ended 28 December 2014 (including comparatives) were approvedand authorised for issue by the board of directors on 16 March 2015.

3. Summary of Significant Accounting Policies

(a) Basis of Preparation

The financial statements have been prepared on the basis of historical cost, except as disclosed in theaccounting policies below. The significant accounting policies set out below have been applied consistently toall periods presented in the financial statements.

The financial statements are presented in US dollars (“US$” or “$”) and all values are rounded to thenearest thousand (“$’000”) except where otherwise indicated.

In connection with the excess of current liabilities over current assets of $69.5 million, the Companyanalysed its ability to continue in operation for the foreseeable future. The present set of financial statementsis prepared based on the assumption that the Company is able to continue its business in the foreseeablefuture, which implies realisation of assets and settlement of liabilities in the normal course of business. TheCompany anticipates to finance its working capital deficit with cash generated from operations, cashrealisation of non core assets and obtaining non current debt financing.

In connection with the offer implementation agreement (the “OIA”) announced on 30 December 2014,the Company intends to offer USD200.0 million perpetual securities (the “Perpetual Securities”) to theshareholders of the Company, by way of a non-renounceable rights offering (the “Perpetual SecuritiesOffering”). Singapore Technologies Semiconductors Pte Ltd (“STSPL”) has, subject to certain conditions,undertaken with the Company to subscribe for both its 83.8% pro rata share of the Perpetual Securities and allother Perpetual Securities not subscribed by the other shareholders of the Company, up to an aggregatemaximum amount of $200.0 million.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(b) Changes in Significant Accounting Policies and Disclosure

Below are the mandatory standards, amendments and interpretations to existing standards that have beenpublished, and are relevant for the Group’s accounting periods beginning on or after 29 December 2014 orlater periods and which the Group has not early adopted:

• FRS 16: Amendment to FRS 16 Property, Plant and Equipment: Revaluation Method — ProportionateRestatement of Accumulated Depreciation (effective for annual periods beginning on or after 1 July2014)

• FRS 19: Amendment to FRS 19: Defined Benefit Plans: Employee Contributions (effective for annualperiods beginning on or after 1 July 2014)

• FRS 24: Amendment to FRS 24 Related Party Disclosures: Key Management Personnel (effective forannual periods beginning on or after 1 July 2014)

• FRS 38: Amendment to FRS 38 Intangible Assets: Revaluation Method — Proportionate Restatementof Accumulated Amortisation (effective for annual periods beginning on or after 1 July 2014)

• FRS 40: Amendment to FRS 40 Investment Property: Clarifying the Interrelationship between FRS 103and FRS 40 When Classifying Property as Investment Property or Owner-occupied Property (effectivefor annual periods beginning on or after 1 July 2014)

• FRS 102: Amendment to FRS 102 Share-based Payment: Definition of Vesting Condition (effective forannual periods beginning on or after 1 July 2014)

• FRS 103: Amendment to FRS 103 Business Combinations: Accounting for Contingent Consideration ina Business Combination; Scope Exceptions for Joint Ventures (effective for annual periods beginningon or after 1 July 2014)

• Consequential amendments to other FRSs resulting from the amendment to FRS 103: Amendment toFRS 37 Provisions, Contingent Liabilities and Contingent Assets; Amendment to FRS 39 FinancialInstruments: Recognition and Measurement (effective for annual periods beginning on or after 1 July2014)

• FRS 108: Amendments to FRS 108 Operating Segments: Aggregation of Operating Segments;Reconciliation of the Total of the Reportable Segments’ Assets to the Entity’s Assets (effective forannual periods beginning on or after 1 July 2014)

• FRS 109: Financial Instruments (effective for annual periods beginning on or after 1 January 2018)

• FRS 113: Amendment to FRS 113 Fair Value Measurement: Scope of Paragraph 52 (PortfolioException) (effective for annual periods beginning on or after 1 July 2014)

• FRS 114: Regulatory Deferral Accounts (effective for annual periods beginning on or after 1 January2016)

• FRS 115: Revenue from Contracts with Customers (effective for annual periods beginning on or after1 January 2017)

The Group does not expect the adoption of the above FRSs, Interpretations of FRSs and amendments toFRS in the future periods to have a material impact on the financial statements of the Group in the period oftheir initial adoption.

(c) Fiscal/Financial Year

STATS ChipPAC’s 52-53 week fiscal year ends on the Sunday nearest and prior to 31 December. STATSChipPAC’s fiscal quarters end on a Sunday and are generally thirteen weeks in length. Fiscal year 2014, a

F-9

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

52-week year, ended on 28 December 2014, and fiscal year 2013, a 52-week year, ended on 29 December2013. Unless otherwise stated, all years and dates refer to STATS ChipPAC’s fiscal years.

(d) Principles of Consolidation and Subsidiaries

The consolidated financial statements include the consolidated accounts of STATS ChipPAC and itsmajority-owned subsidiaries, being the companies that it controls. The Company controls an entity when theCompany is exposed to, or has rights to, variable returns from its involvement with the entity and has theability to affect those returns through its power over the entity.

Subsidiaries are consolidated from the date of their acquisition, being the date on which the Groupobtains control, and continue to be consolidated until the date that such control ceases. The financialstatements of subsidiaries are prepared for the same reporting year as the parent company and adjustments aremade to bring any dissimilar accounting policies that may exist with the policies adopted by the Group. Allintercompany balances and transactions, including unrealised profits arising from intra-Group transactions,have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.

Non-controlling interests represent the portion of total comprehensive income and net assets insubsidiaries that is not held by the Group.

(e) Business Combination

Business combinations are accounted for using the acquisition method of accounting. The acquiredidentifiable assets, liabilities and contingent liabilities are measured at their fair values at the date ofacquisition. The consideration transferred for the acquisition is measured as the cash paid, the fair value ofother assets given and equity instruments issued by the acquirer and liabilities incurred or assumed at the dateof exchange by the acquirer to the former owners of the acquiree. The transaction cost of an acquisition isrecognised as expenses in the periods in which the costs are incurred and the services are rendered. Any excessof the consideration transferred over the net fair value of the identifiable assets, liabilities and contingentliabilities acquired is recognised as goodwill.

(f) Issuances of Stock by Subsidiaries

Changes in the Group’s proportionate share of the underlying net equity of a subsidiary, which resultfrom the issuance of additional stock to third parties, are recognised as increases or decreases to equity.

(g) Foreign Currency Transactions

The Group predominantly utilises the U.S. dollar as its functional currency, which reflects the economicenvironment in which the activities of the Group are largely exposed to. Assets and liabilities which aredenominated in foreign currencies are converted into the functional currency at the rates of exchangeprevailing at the balance sheet date. Income and expenses which are denominated in foreign currencies areconverted at the average rates of exchange prevailing during the period. Foreign currency transaction gains orlosses are included in results of operations.

STATS ChipPAC Taiwan Semiconductor Corporation designates the New Taiwan Dollar as its functionalcurrency. Where the functional currency of a subsidiary is other than the Company’s U.S. dollar reportingcurrency, the financial statements are translated into U.S. dollars using exchange rates prevailing at thebalance sheet date for assets and liabilities and average exchange rates for the reporting period for the resultsof operations. Adjustments resulting from translation of such foreign subsidiary financial statements arereported within accumulated other comprehensive income (loss), which is reflected as a separate component ofequity.

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STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(h) Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments that are readily convertible into knownamounts of cash and which are subject to an insignificant risk of changes in value, and have original maturitiesof three months or less. Cash and cash equivalents consisted of cash, deposit accounts and money marketfunds.

Investments in securities, investments or bank accounts subject to restrictions, other than restrictions dueto regulations specific to a country’s exchange controls or activity sector, are not presented as cash and cashequivalents but as restricted cash. Restricted cash consists of time deposits and government bonds held inconnection with foreign regulatory requirement and as collateral for bank loans.

(i) Derivative Instruments and Hedging Activities

The Group has established risk management policies for committed or forecasted exposures to protectagainst volatility of future cash flows. These programmes reduce, but do not always entirely eliminate, theimpact of the currency exchange, interest rate or commodities price movements. The Group uses derivativefinancial instruments such as forward currency contracts and interest rate swap contracts to hedge its risksassociated with foreign currency rate movement arising from its operations in various countries and interestrate fluctuations.

The Group recognises all derivatives as either assets or liabilities in the consolidated balance sheets andmeasures those instruments at fair value. Changes in the fair value of those instruments will be reported inearnings or other comprehensive income depending on the use of the derivative and whether it qualifies forhedge accounting. The accounting for gains and losses associated with changes in the fair value of derivativesand the effect on the consolidated financial statements will depend on the derivatives’ hedge designation andwhether the hedge is highly effective in achieving offsetting changes in the fair values of cash flows of theasset or liability hedged. Ineffectiveness of the hedge or termination of the hedged transaction requiresamounts to be classified from other comprehensive income (loss) to earnings.

Certain foreign currency forward contracts entered into to economically hedge certain committedexposures are not designated as hedges. Accordingly, the changes in fair value of these foreign currencyforward contracts are reported in earnings.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated orexercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss on the hedging instrumentrecognised in equity is kept in equity until the forecast transaction occurs. If a hedged transaction is no longerexpected to occur or is unrecoverable, the net cumulative gain or loss recognised in equity is reported inearnings.

(j) Financial Assets

The Group classifies its financial assets at initial recognition in one of three categories: trading, available-for-sale, or held-to-maturity. Trading securities are bought and held principally for the purpose of selling themin the near term. Held-to-maturity securities are those securities in which the Group has the ability and intentto hold the security until maturity. All securities not included in trading or held-to-maturity are classified asavailable-for-sale.

Trading and available-for-sale securities are recorded at fair value. Held-to-maturity securities arerecorded at amortised cost, adjusted for the amortisation or accretion of premiums or discounts. Unrealisedholding gains and losses on trading securities are included in earnings. Unrealised holding gains and losses,net of the related tax effect, if any, on available-for-sale securities are excluded from earnings and are reportedas a separate component of other comprehensive loss until realised. Realised gains and losses from the sale ofavailable-for-sale securities are determined on a specific identification basis.

F-11

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A decline in the market value of individual available-for-sale or held-to-maturity securities below costthat is deemed to be other than temporary results in a reduction in its carrying amount to fair value, with theimpairment charge related to credit losses being recognised in earnings, and amounts related to all otherfactors being recognised in other comprehensive loss. Premiums and discounts are amortised or accreted overthe life of the related held-to-maturity security as an adjustment to yield using the effective interest method.Dividend and interest income are recognised when earned. On disposal or impairment of the securities, thecumulative gains and losses recognised in other comprehensive income is reclassified from the equity to profitor loss.

(k) Accounts and Other Receivables

Accounts and other receivables are stated at their nominal value as reduced by appropriate allowances forestimated irrecoverable amounts. Allowances are made for collectability of accounts receivable when there isdoubt as to the collectability of individual accounts. The fair value of accounts and other receivables is notmaterially different from the carrying value presented. Collectability is assessed based on the age of thebalance, the customer’s historical payment history, its current credit-worthiness and current economic trends.

(l) Inventories

Inventories are stated at the lower of standard cost, which approximates actual cost determined on theweighted average basis, and net realisable value. Cost is generally computed on a standard cost basis, based onnormal capacity utilisation, with unrecoverable costs arising from underutilisation of capacity expensed whenincurred. Net realisable value is determined based on estimated selling price, less further costs expected to beincurred to completion and disposal. Reserves are established for excess and obsolete inventories based onestimates of salability and forecasted future demand. The Group generally does not take ownership ofcustomer supplied semiconductors, and accordingly does not include them as part of its inventories.

(m) Goodwill

Goodwill represents the excess of the consideration transferred in a business combination over the fairvalue of the Group’s share of the identifiable net assets acquired. Goodwill is reviewed for impairment on anannual basis for its cash-generating-unit (“CGU”), and whenever there is an indication that the carrying valuemay be impaired. Any impairment is recognised immediately in profit or loss and is not subsequentlyreversed.

(n) Intangible Assets

The Group capitalises direct costs associated with acquisition, development or purchase of patent rightsand technology licenses for use in its processes. These costs are amortised over the shorter of the useful life orlicense period. In addition, intangible assets acquired in business combinations accounted for under theacquisition method of accounting are recorded at fair value on the Group’s consolidated balance sheet at thedate of acquisition. Management considered a number of factors when estimating fair value, includingappraisals, discounted cash flow analysis, estimated royalty rates and appropriate market comparables.

Acquired intangible assets are stated at cost less accumulated amortisation. Amortisation is calculated onthe straight-line method over the following periods:

Tradenames . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 yearsTechnology and intellectual property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 yearsCustomer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 yearsPatents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 to 19 yearsSoftware and licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 5 years

F-12

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(o) Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.Depreciation is calculated on the straight-line method over the following periods:

Leasehold land and land use rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 to 99 yearsBuildings, mechanical and electrical installation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 25 yearsEquipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 to 8 years

No depreciation is provided on property, plant and equipment under installation or construction andfreehold land. Repairs and replacements of a routine nature are expensed, while those that extend the life of anasset are capitalised. Plant and equipment under finance leases are stated at the present value of minimumlease payments and are amortised straight-line over the estimated useful life of the assets.

(p) Impairment

The Group assesses at each reporting date, or when annual impairment assessment for an asset isrequired, whether there is an indication that an asset may be impaired. If any such indication exists, therecoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).Where the asset does not generate cash flows that are independent from other assets, the Group estimates therecoverable amount of the cash-generating unit to which the asset belongs.

Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of therelated business combination and represent the lowest level within the Group at which management monitorsgoodwill.

An impairment loss is recognised for the amount by which the asset’s or cash generating unit’s carryingamount exceeds its recoverable amount. Recoverable amount is the higher of fair value less costs to sell andvalue in use. In estimating fair value, the Group considers the estimated market value from vendors and pricesof similar assets and comparable market analyses. In assessing value in use, being the present value ofestimated future cash flows expected to arise from the continuing use of an asset and from its disposal at theend of its useful life, the estimated future cash flows are discounted to their present value using a discount ratethat reflects current market assessments of the time value of money and the risks specific to the asset forwhich the estimates of future cash flows have not been adjusted. The estimates of fair value are determinedusing various valuation techniques with the primary technique being a discounted cash flow analysis. Adiscounted cash flow analysis requires the Group to make various judgmental assumptions includingassumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flowsand growth rates are based on the Group’s budget and long-term plans.

Impairment losses recognised in respect of property, plant and equipment and intangible assets (otherthan goodwill) may be reversed in a later period if the recoverable amount becomes greater than the carryingamount, within the limit of impairment losses previously recognised.

(q) Accounts and Other Payable

Accounts and other payables are stated at their nominal value. The fair value of accounts and otherpayable is not materially different from the carrying value presented.

(r) Interest Bearing Loans and Other Borrowings

Interest bearing loans and other borrowings are recognised initially at fair value less related transactioncosts. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with anydifference between cost and redemption value being recognised in the income statement over the period of the

F-13

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

borrowings on an effective interest basis. Finance charges, including premiums payable on settlement orredemption and direct issue costs, are accounted for on an accruals basis and charged to the income statementon an effective interest basis.

Borrowing costs, to the extent they are directly attributable to the acquisition, production or constructionof qualifying assets that need a substantial period of time to get ready for their intended use or sale, arecapitalised until the assets are substantially completed for their intended use or sale.

(s) Equity Instrument

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

(t) Revenue Recognition

Revenue is derived primarily from wafer probe and bumping, packaging and testing of semiconductorintegrated circuits. Net revenues represent the invoiced value of goods and services rendered net of returns,trade discounts and allowances, and excluding goods and services tax.

Revenue is recognised when all significant risks and rewards of ownership of the goods and services aretransferred to the customer. Significant risks and rewards are generally considered to be transferred to thecustomers when the customer has taken undisputed delivery of the goods.

The Group generally does not take ownership of customer supplied semiconductors as these materials aresent to the Group on a consignment basis. Accordingly, the values of the customer supplied materials areneither reflected in revenue nor in cost of revenue.

Provisions are made for estimates of potential sales returns and discounts allowance for volume purchasesand early payments and are recorded as a deduction from gross revenue based upon historical experience andexpectations of customers’ ultimate purchase levels and timing of payment. Specific returns and discounts areprovided for at the time their existence is known and the amounts are estimable.

(u) Grants

Government grants relating to property plant and equipment used for research and development activitiesare treated as deferred income and are credited to income on the straight-line basis over the estimated usefullives of the relevant assets. Other grants on subsidies of training and research and development expenses arecredited to income when it becomes probable that expenditures already incurred will constitute qualifyingexpenditures for purposes of reimbursement under the grants, which is typically substantially concurrent withthe expenditures.

(v) Share-Based Compensation

The Group maintains share-based compensation that grants contingent share awards or share purchaseoptions to directors and employees of the Group. The cost of share-based compensation is measured at fairvalue at the date at which they are granted and is expensed on a straight-line basis over the vesting period. Thefair value of share awards with non-market vesting conditions is determined based on the Group’s estimate ofawards and options that will eventually vest. The estimate of the number of awards likely to vest is reviewedat each balance sheet date up to the vesting date at which point the estimate is adjusted to reflect the currentexpectations. Any cumulative adjustment prior to vesting date is recognised in the current period. Noadjustment is made to the fair value after the vesting date even if the awards are forfeited or not exercised.

(w) Employee Benefit Plans

The Group provides post employment benefits through defined benefit plans as well as various definedcontribution plans. A defined contribution plan is a pension plan under which the Group pays fixed

F-14

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

contributions into an independent entity. The Group has no legal or constructive obligations to pay furthercontributions after its payment of the fixed contribution. The Group contributes to several state plans forindividual employees that are considered defined contribution plans.

Plans that do not meet the definition of a defined contribution plan are defined benefit plans. The definedbenefit plans sponsored by the Group defines the amount of pension benefit that an employee will receive onretirement by reference to length of service and final salary. The legal obligation for any benefits remains withthe Group, even if plan assets for funding the defined benefit plan have been set aside. Plan assets may includeassets specifically designated to a long-term benefit fund as well as qualifying insurance policies.

Provisions made in respect of employee benefits which are not expected to be settled within twelvemonths are measured as the present value of the estimated future cash outflows to be made by the consolidatedentity in respect of services provided by employees up to reporting date.

Short-term employee benefits in respect of wages and salaries, annual leave and sick leave are measuredat their nominal values using the remuneration rate expected to apply at the time of settlement.

(x) Leases

Agreements under which payments are made to owners in return for the right to use an asset for a periodare accounted for as leases. Leases that transfer substantially all the risks and rewards of ownership arerecognised at the commencement of the lease term as finance leases within property, plant and equipment anddebt at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments.Finance lease payments are apportioned between interest expense and repayments of debt. All other leases arerecorded as operating leases and the costs are recognised in income on a straight-line basis term, even if thepayments are not made on such a basis.

(y) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive), as a result ofpast event, and it is probable that an outflow of resources, that can be reliably estimated, will be required tosettle such an obligation. Provisions are reviewed at each balance sheet date and are adjusted to reflect thecurrent best estimate.

The Group guarantees that work performed will be free from any defects in workmanship, materials andmanufacture generally for a period ranging from three to twelve months to meet the stated functionality asagreed to in each sales arrangement. Products are tested against specified functionality requirements prior todelivery, but the Group nevertheless from time to time experiences claims under its warranty guarantees. TheGroup accrues for estimated warranty costs under those guarantees based upon historical experience, and forspecific items at the time their existence is known and the amounts are determinable.

(z) Research and Development

As the Group cannot definitively distinguish the research phase from the development phase of itsinternal projects to create intangible assets, the Group treats the expenditure on its internal projects as if theywere incurred in the research phase only. Accordingly, all research and development costs are expensed asincurred.

(aa) Income Taxes

Tax expense recognised in earnings comprises the sum of deferred tax and current tax not recognised inother comprehensive income or directly in equity. Current income tax assets and/or liabilities comprise thoseobligations to, or claims from, taxation authorities relating to the current or prior reporting periods, that are

F-15

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

unpaid or estimated to be payable at the reporting date. Current tax is payable on taxable profit, which differsfrom profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws thathave been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities are recognised for the future tax consequences attributable todifferences between the carrying amounts of existing assets and liabilities in the financial statements and theirrespective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities arecalculated, without discounting, at tax rates that are expected to apply to their respective period of realisation,provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax liabilitiesare always provided for in full. Deferred tax assets are recognised to the extent that it is probable that they willbe able to be utilised against future taxable income. However, deferred tax is not provided on the initialrecognition of goodwill, or on the initial recognition of an asset or liability unless the related transaction is abusiness combination and affects tax or accounting profit. Deferred tax assets and liabilities are offset onlywhen the Group has a right and intention to set off current tax assets and liabilities from the same taxationauthority.

In the ordinary course of business there is inherent uncertainty in quantifying the Group’s income taxpositions. The Group assesses its income tax positions and record tax benefits for all years subject toexamination based upon evaluation of the facts, circumstances, and information available at the reportingdates.

(bb) Earnings per Share

Basic earnings per share is computed by dividing net income attributable to ordinary shareholders ofSTATS ChipPAC Ltd. by the weighted average shares outstanding during the year. Diluted earnings per shareis calculated by assuming conversion or exercise of all potentially dilutive share options outstanding duringthe period plus other dilutive securities outstanding, such as convertible notes.

(cc) Segment Reporting

Operating segments are components of an enterprise about which separate financial information isavailable that is evaluated regularly by management (chief operating decision makers) for the purpose ofmaking decisions about resources to be allocated and for assessing performance. Commencing in 2013, theGroup realigned its segment reporting for packaging and test business as a single business unit deliveringturnkey packaging and test solutions to customers. The Group considered developments and changes in itsbusiness to align the identification of its operating segments.

4. Critical Accounting Assumptions and Estimation Uncertainty

The preparation of financial statements requires the Group’s management to make certain assumptionsand estimates that affect the reported amount of assets and liabilities, and disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts of revenues and expenses during thereporting period. Despite regular reviews of these assumptions and estimates, based in particular on pastachievements or anticipations, facts and circumstances may lead to changes in these assumptions and estimatewhich could impact the reported amount of the Group’s assets, liabilities, equity or earnings. Theseassumptions and estimates are detailed in the following areas:

Revenue Recognition

Revenue recognition is impacted by the Group’s ability to estimate sales incentives, expected returns andprovisions for uncollectible receivables. The Group makes estimates of potential sales returns and discounts inwhich allowance for volume purchases and early payments is made as a deduction from gross revenue basedon historical experience and expectations of the customers’ ultimate purchase levels and payment timing.

F-16

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Actual revenues may differ from estimates if future customer purchases or payment timing differ, which mayhappen as a result of changes in general economic conditions, market demand for the customers’ products, orby customers’ desire to achieve payment timing discounts.

Allowances are made for collectability of accounts receivable when there is doubt as to the collectabilityof individual accounts. The Group considers various factors, including a review of specific transactions, age ofthe balance, the creditworthiness of the customers, historical payment experience and market and economicconditions when determining provisions for uncollectible receivables. Estimates are evaluated on a periodicbasis to assess the adequacy of the estimates. The Group mitigates its credit risk through credit evaluationprocess, credit policies, and credit control and collection procedures but these methods cannot eliminate allpotential credit risk losses. The actual level of debt collected may differ from the estimated levels of recoveryand additional allowances may be required in the future.

Valuation of Inventory

The valuation of inventory requires the Group to estimate obsolete or excess inventory as well asinventory that are not of saleable quality. The determination of obsolete or excess inventory requires theGroup to estimate the future demand from our customers within specific time horizons, generally six monthsor less. The estimates of future demand that is used in the valuation of inventories are based on the forecastsprovided by the customers. If inventory for specific customer forecast is greater than actual demand, theGroup may be required to record additional inventory reserves.

Depreciation and Amortisation

The Group’s operations are capital intensive and the Group has significant investment in testing andpackaging equipment. The Group depreciates its property, plant and equipment based on its estimate of theperiod that the Group expects to derive economic benefits from their use. The estimates of economic usefullives are set based on historical experience, future expectations and the likelihood of technologicalobsolescence arising from changes in production techniques or in market demand for the use of our equipmentand machinery. However, business conditions, underlying technology and customers’ requirements maychange in the future which could cause a change in the useful lives. Any change in useful lives could have asignificant effect on the Group’s future operating results.

Valuation of Property, Plant and Equipment

Property, plant and equipment are reviewed for impairment whenever events or changes in circumstancesindicate that their carrying amounts may not be recoverable. Management judgment is critical in assessingwhether events have occurred that may impact the carrying value of property, plant and equipment.

Due to the nature of the business, which may include sudden changes in demand in the end markets, anddue to the fact that certain equipment is dedicated to specific customers, the Group may not be able toanticipate declines in the utilisation of its equipment and machinery. Generally, the Group considersconsecutive quarterly utilisation rate declines or projected utilisation deterioration or implication of naturaldisasters as principal factors for its impairment review. Consequently, additional impairment charges may benecessary in the future and this could have a significant negative impact on future operating results.

In determining the recoverable amount of equipment and machinery, the Group considers offers topurchase such equipment, comparable market analyses and expected future discounted cash flows. Discountedcash flows involves management estimates on selling prices, market demand and supply, economic andregulatory climates, production cost estimation, discount rates and other factors. Any subsequent changes tothe discounted cash flow due to changes in the above mentioned factors could impact on the carrying value ofthe assets.

F-17

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred Tax Asset and Uncertain Income Tax Positions

Tax provisions are recognised when it is considered probable (more likely than not) that there will be afuture outflow of funds to a taxing authority. In such cases, provision is made for the amount that is expectedto be settled, where this can be reasonably estimated. This requires the application of judgment as to theultimate outcome, which can change over time depending on facts and circumstances. A change in estimate ofthe likelihood of a future outflow and/or in the expected amount to be settled would be recognised in incomein the period in which the change occurs.

Deferred tax assets are recognised only to the extent it is considered probable that those assets will berecoverable. This involves an assessment of when those deferred tax assets are likely to reverse, and ajudgment as to whether or not there will be sufficient taxable profits available to offset the tax assets uponreversal. This requires assumptions regarding future business plan, profitability, tax planning strategies and istherefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be anincrease or decrease in the amounts recognised in respect of deferred tax assets as well as the amountsrecognised in income in the period in which the change occurs.

Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affectamounts recognised in income both in the period of change, which would include any impact on cumulativeprovisions, and in future periods.

Valuation of Goodwill

Goodwill is reviewed for impairment annually and whenever events or changes in circumstances indicatethe carrying value of an asset may not be recoverable. The determination of the recoverable amount of a CGU(or group of CGUs) to which goodwill is allocated involves the use of estimates by management. Fair value isdetermined based on a weighting of market or income approaches, or combination of both. Under the marketapproach, fair value is estimated based on market multiples of revenue or earnings for comparable companies.Under the income approach, fair value is estimated based on the present value of estimated future cash flows.Determining fair value is judgmental in nature and involves the use of significant estimates and assumptions.These estimates and assumptions include revenue growth rates and operating margins used to calculateprojected future cash flows, risk-adjusted discount rates, future economic and market conditions, anddetermination of appropriate market comparables. These estimates, including the methodology used, can havea material impact on the respective values and ultimately the amount of any goodwill impairment.

Contingencies

The Group is subject to claims and litigations, which arise in the normal course of business. These claimsand litigations may include allegations of infringement of intellectual property rights of others, disputes overtax assessments, environmental liability, labour, products, as well as other claims of liabilities.

The Group assesses the likelihood of an adverse judgment or outcome for these matters, as well as therange of potential losses. A determination of the reserves required, if any, is made after careful analysis. Therequired reserves may change in the future due to new developments impacting the probability of a loss, theestimate of such loss, and the probability of recovery of such loss from third parties.

F-18

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5. Cash and Cash Equivalents

28 December2014

29 December2013

$’000 $’000

Cash at banks and on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,826 84,694Cash equivalents

Bank fixed deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,542 11,507Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,088 32,935

117,456 129,136

Bank fixed deposits are made for periods of between one day and three months, depending on theimmediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

Cash and cash equivalents are deposited with financial institutions primarily in Singapore, Taiwan, theUnited States of America, British Virgin Islands, South Korea and China. Deposits in the financial institutionsmay exceed the amount of insurance provided on such deposits, if any. South Korean, Chinese and Taiwaneseforeign currency exchange regulators may place restrictions on the flow of foreign funds into and out of thosecountries. The Group is required to comply with these regulations when entering into transactions in foreigncurrencies in South Korea, China and Taiwan.

6. Bank deposits

28 December2014

29 December2013

$’000 $’000

Short-term and long-term bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,713 53,646Less: bank deposits pledged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,384) (11,604)

55,329 42,042

Bank deposits are made for periods more than three months depending on the cash requirements of theGroup and earn interest at the respective deposit rates. Certain bank deposits are pledged in relation toperformance security of the new factory construction in South Korea, and $10.7 million pledged bank depositswere released on 11 January 2015.

The aging of bank deposits is as follows:

28 December2014

29 December2013

$’000 $’000

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,054 42,042Non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,659 11,604

67,713 53,646

7. Accounts Receivable

28 December2014

29 December2013

$’000 $’000

Accounts receivable — third parties, net of allowance for sales returns . . . 239,217 238,589Less: Allowance for impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (533) (148)

Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238,684 238,441

F-19

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of 28 December 2014, the Group entered into $82.4 million (2013: $36.0 million) non-recoursefactoring of accounts receivable for cash under its cash realisation programme with bank, and the associatedaccounts receivable were derecognised.

8. Other Receivables28 December

201429 December

2013$’000 $’000

Deposits and staff advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 436 487Taxes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,951 12,181Forward contracts receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209 562Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,883 2,009

29,479 15,239

9. Inventories28 December

201429 December

2013$’000 $’000

Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,041 54,818Work-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,151 15,052Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,040 1,185

73,232 71,055

Inventories recognised in cost of revenues during 2014 amounted to $525.4 million (2013: $575.1million).

10. Assets held for sale

In 2014, land and building with net book value of $11.4 million in Malaysia were reclassified fromproperty, plant and equipment to assets held for sale.

F-20

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

11. Property, Plant and Equipment

FreeholdLand

LeaseholdLand andLand Use

Rights

Buildings,Construction In

Progress,Mechanical and

ElectricalInstallation Equipment Total

$’000 $’000 $’000 $’000 $’000

CostBalances at 30 December 2013 . . . . 9,738 19,864 433,589 3,139,803 3,602,994Additions . . . . . . . . . . . . . . . . . . . . . — — 211,382 323,347 534,729Capitalised interest on construction

in progress . . . . . . . . . . . . . . . . . . — — 2,217 — 2,217Disposal/write-off . . . . . . . . . . . . . . — — (6,023) (256,393) (262,416)Reclassification to current held for

sale assets . . . . . . . . . . . . . . . . . . — (15,822) (31,253) — (47,075)Currency translation differences . . . (376) — (1,638) (10,059) (12,073)

Balances at 28 December 2014 . . . . 9,362 4,042 608,274 3,196,698 3,818,376

Accumulated depreciation andimpairment losses

Balances at 30 December 2013 . . . . — 9,373 179,057 1,983,317 2,171,747Additions . . . . . . . . . . . . . . . . . . . . . — 296 24,433 280,689 305,418Disposal/write-off . . . . . . . . . . . . . . — — (5,901) (248,577) (254,478)Reclassification to current held for

sale assets . . . . . . . . . . . . . . . . . . — (7,997) (27,705) — (35,702)Impairment charge . . . . . . . . . . . . . . — — — 3,713 3,713Currency translation differences . . . — — (1,194) (8,323) (9,517)

Balances at 28 December 2014 . . . . — 1,672 168,690 2,010,819 2,181,181

Net book value at 28 December2014 . . . . . . . . . . . . . . . . . . . . . . . 9,362 2,370 439,584 1,185,879 1,637,195

F-21

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FreeholdLand

LeaseholdLand andLand Use

Rights

Buildings,Construction In

Progress,Mechanical and

ElectricalInstallation Equipment Total

$’000 $’000 $’000 $’000 $’000

CostBalances at 31 December 2012 . . . . 9,946 19,864 362,227 2,915,156 3,307,193Additions . . . . . . . . . . . . . . . . . . . . . — — 72,685 434,781 507,466Capitalised interest on construction

in progress . . . . . . . . . . . . . . . . . . — — 173 — 173Disposal/write-off . . . . . . . . . . . . . . — — (597) (204,304) (204,901)Currency translation differences . . . (208) — (899) (5,830) (6,937)

Balances at 29 December 2013 . . . . 9,738 19,864 433,589 3,139,803 3,602,994

Accumulated depreciation andimpairment losses

Balances at 31 December 2012 . . . . — 4,770 152,898 1,906,575 2,064,243Additions . . . . . . . . . . . . . . . . . . . . . — 345 19,341 276,417 296,103Disposal/write-off . . . . . . . . . . . . . . — — (597) (201,587) (202,184)Impairment and restructuring

charge . . . . . . . . . . . . . . . . . . . . . — 4,258 8,010 6,657 18,925Currency translation differences . . . — — (595) (4,745) (5,340)

Balances at 29 December 2013 . . . . — 9,373 179,057 1,983,317 2,171,747

Net book value at 29 December2013 . . . . . . . . . . . . . . . . . . . . . . . 9,738 10,491 254,532 1,156,486 1,431,247

The Group routinely reviews the remaining estimated useful lives of its equipment to determine if suchlives should be adjusted due to the likelihood of technological obsolescence arising from changes inproduction techniques or in market demand for the use of its equipment.

Property, plant and equipment of the Group with carrying amounts of $53.0 million (2013: $22.2 million)(refer to Note 16) are provided as security for certain bank borrowings in South Korea.

In 2014, impairment charge of $3.7 million was recorded in connection with the impairment of certain200mm wafer level packaging equipment. In 2013, impairment charges of $17.7 million were recorded inconnection with the intended closure of the Malaysia plant.

Leasehold land and land use rights represent payments to secure, on a fully-paid up basis, the use ofproperties where the Group’s facilities are located in Shanghai, China for a period of 50 years. The land userights expire in the year 2044 for Shanghai, China. The Singapore facilities are located in a buildingconstructed on land held on a 30-year operating lease which is renewable for a further 30-year period subjectto the fulfillment of certain conditions. The facilities in Hsin-Chu Hsien, Taiwan and Icheon City, South Koreaare located on freehold land.

On 1 January 2015, the Group announced the plan to relocate our wholly-owned subsidiary, STATSChipPAC Shanghai, Co., Ltd. to a new manufacturing site in China. Recent changes in the long term zoning,development and construction plans for the West Hongqiao area of Shanghai, China have resulted in the needto relocate by the end of 2017. Total compensation amount of RMB1,026.0 million (equivalent toapproximately $164.9 million) will be paid to the Group by the relevant People’s Republic of China (PRC)authorities over several agreed upon milestones. Over the next 12 months in 2015, the Group expect toreceive compensation of RMB513.0 million (equivalent to approximately $82.4 million). Of the amount,

F-22

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

RMB307.8 million (equivalent to approximately US$49.5 million) was received in February 2015 andRMB205.2 million (equivalent to approximately US$33.0 million) is expected to be received in the thirdquarter of 2015.

12. Intangible Assets

Tradenames

Technology andIntellectualProperty

CustomerRelationships

Patent Costs,Software,

Licenses andOthers Total

$’000 $’000 $’000 $’000 $’000CostBalances at 30 December 2013 . . . . 7,700 32,000 99,300 68,814 207,814Additions . . . . . . . . . . . . . . . . . . . . . — — — 5,093 5,093Disposal/write-off . . . . . . . . . . . . . . — — — (10,292) (10,292)Currency translation differences . . . — — — (78) (78)

Balances at 28 December 2014 . . . . 7,700 32,000 99,300 63,537 202,537

Accumulated amortisationBalances at 30 December 2013 . . . . 7,700 30,133 99,300 35,564 172,697Additions . . . . . . . . . . . . . . . . . . . . . — 1,867 — 3,644 5,511Disposal/write-off . . . . . . . . . . . . . . — — — (9,233) (9,233)Currency translation differences . . . — — — (55) (55)

Balances at 28 December 2014 . . . . 7,700 32,000 99,300 29,920 168,920

Net book value at 28 December2014 . . . . . . . . . . . . . . . . . . . . . . . — — — 33,617 33,617

Tradenames

Technology andIntellectualProperty

CustomerRelationships

Patent Costs,Software,

Licenses andOthers Total

$’000 $’000 $’000 $’000 $’000

CostBalances at 31 December 2012 . . . . 7,700 32,000 99,300 63,430 202,430Additions . . . . . . . . . . . . . . . . . . . . . — — — 5,163 5,163Disposal/write-off . . . . . . . . . . . . . . — — — (90) (90)Currency translation differences . . . — — — 311 311

Balances at 29 December 2013 . . . . 7,700 32,000 99,300 68,814 207,814

Accumulated amortisation . . . . . . .Balances at 31 December 2012 . . . . 7,700 26,933 99,300 32,136 166,069Additions . . . . . . . . . . . . . . . . . . . . . — 3,200 — 3,205 6,405Disposal/write-off . . . . . . . . . . . . . . — — — (12) (12)Currency translation differences . . . — — — 235 235

Balances at 29 December 2013 . . . . 7,700 30,133 99,300 35,564 172,697

Net book value at 29 December2013 . . . . . . . . . . . . . . . . . . . . . . . — 1,867 — 33,250 35,117

F-23

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Amortisation expense included in the consolidated income statement is analysed as follows:

28 December2014

29 December2013

$’000 $’000

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 796 852Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . 682 512Research and development expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,033 5,041

5,511 6,405

13. Goodwill

The carrying amounts of goodwill resulted from the acquisition of STATS ChipPAC TaiwanSemiconductor Corporation in 2001 and ChipPAC, Inc. in 2004.

In 2013, the Group realigned the composition of the cash-generating units to which the goodwill wasinitially allocated to reflect its packaging and test business as a single business unit delivering turnkeypackaging and test solutions to customers. The composition of cash-generating units may require futureadaption to organisational or structural changes effected from time to time.

The recoverable amounts of the CGU were determined based on value-in-use calculations. Cash flowprojections used in the value-in-use calculations were based on financial forecasts covering a three-year periodand extrapolated beyond the forecast period using estimated terminal growth rate of 3% (2013: 3%) and groupdiscount rate of 10% (2013: 10%).

As the recoverable amounts were not significantly higher than the carrying amount of the CGU, decreasein terminal growth rate by 0.13% or increase in discount rate by 0.11% would result in the recoverableamounts being equal to its carrying amount.

14. Accrued Operating Expenses28 December

201429 December

2013$’000 $’000

Staff costs and accrued restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . 45,385 55,004Maintenance fees, license fees and royalties . . . . . . . . . . . . . . . . . . . . . . . . . 5,284 6,434Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,616 10,249Accruals for vacation liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,913 6,017Forward contracts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,963 359Other accrued operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,151 46,577

107,312 124,640

F-24

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

15. Income Taxes

Income tax expense consists of the following:

Year Ended28 December

201429 December

2013$’000 $’000

Current taxSingapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,796 18,387

11,796 18,387Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,281) 3,942

6,515 22,329

A reconciliation of the expected tax expense at the Singapore statutory rate of tax to actual tax expense isas follows:

Year Ended28 December

201429 December

2013$’000 $’000

Income tax (benefit) expense computed at Singapore statutory rate of17.0% (2013: 17.0%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,196) (2,848)

Non-deductible expenses, including certain plant closure costs, debtrefinancing costs and capital reduction related costs . . . . . . . . . . . . . . . . 9,602 19,882

Non-taxable income, including income exemption . . . . . . . . . . . . . . . . . . . . (4,791) (3,089)Differences in tax rates, including undistributed earnings . . . . . . . . . . . . . . 12,266 10,101Taxable foreign exchange adjustment and foreign net operating loss . . . . . 119 (1,929)Utilisation of previously unrecognised tax benefits . . . . . . . . . . . . . . . . . . . (5,195) (6,839)Changes in tax estimates for prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 5,953Recognition of investment tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,706) —Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416 1,098

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,515 22,329

The tax (benefit) charge relating to each component of other comprehensive income is as follows:

Year Ended28 December

201429 December

2013$’000 $’000

Fair value gains (losses) and reclassification adjustments on cash flowhedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (708) 75

Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (708) 75

In 2014, tax credits of $4.7 million were recognised in relation to the investment in South Korea. In 2013,the Group recorded $6.0 million of net tax expense related to changes in tax estimates for prior years’ taxpositions. Charge of up to $5.2 million may be required to account for additional taxes related to taxcontingency in connection with contested tax examination ongoing in South Korea. In 2014 and 2013, weincurred approximately $33.3 million and $32.8 million, respectively, of non-tax deductible expenses relatedto our capital reduction transaction in 2010.

F-25

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The deferred tax assets arose principally as a result of the deferred tax benefit associated with operatingloss carryforwards, investment tax credit, and research and development tax credits, reinvestment allowance,capital allowance and deductible temporary differences on property, plant and equipment. The tax effect ofsignificant items comprising the Group’s deferred tax assets and liabilities are as follows:

28 December2014

29 December2013

$’000 $’000

Deferred tax assets:Operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 507 841Investment, and research and development tax credits . . . . . . . . . . . . . . . 5,810 1,148Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,583 8,821

14,900 10,810Deferred tax liabilities:

Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,680 28,415Allowances and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,801 7,766Uncertain tax position and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,008 21,919

53,489 58,100

Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (38,589) (47,290)

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset currentincome tax assets against current tax liabilities and when the deferred taxes relate to the same fiscal authority.The amounts, determined after appropriate offsetting, are shown as follows:

28 December2014

29 December2013

$’000 $’000

Deferred tax assets:To be recovered within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —To be recovered after one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 186

100 186

Deferred tax liabilities:To be settled within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,437To be settled after one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,689 43,039

38,689 47,476

In 2014 and 2013, the Group had approximately $102.0 million and $95.8 million, respectively, ofunrecognised tax losses available to offset against future taxable income. Singapore tax losses and capitalallowances are generally allowed to be carried forward indefinitely provided there is no substantial change tothe shareholders and their shareholdings. Tax losses of approximately $77.7 million are expected to expire invarying amounts from 2019 to 2032.

In 2014 and 2013, the Group had unrecognised research and development, unutilised capital allowances,investment tax credits and reinvestment allowance, in the aggregate of $441.5 million and $414.2 million,respectively, which can be used to offset income tax payable in future years. Certain credits will expire invarying amounts from 2015 through 2022.

Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilisedagainst future taxable income. The utilisation of deferred tax assets is dependent upon the generation of futuretaxable income during the periods in which those temporary differences become deductible. Management

F-26

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

considers the scheduled reversal of deferred tax liabilities, historical taxable income, projected future taxableincome based on business plans, and tax planning strategies in making this assessment.

In 2012, the Singapore Economic Development Board (“EDB”) extended the Company’s five year taxincentive for its Singapore operations, whereby certain qualifying income will be subject to a concessionarytax rate of 5% instead of the Singapore statutory rate of 17%, subject to the fulfillment of certain continuingconditions. The extended tax incentive will expire in June 2017.

The movement in deferred tax assets and liabilities (prior to offsetting of balances within the same taxjurisdiction) is as follows:

Deferred tax assets

Operating LossCarry Forwards

Investments, Researchand Development Tax

Credits, andReinvestment Allowance Others Total

$’000 $’000 $’000 $’000

Balances at 30 December 2013 . . . . . . . . . . . . 841 1,148 8,821 10,810Credits (charges) to:

Income Statement . . . . . . . . . . . . . . . . . . . . (334) 4,662 (852) 3,476Hedging Reserve . . . . . . . . . . . . . . . . . . . . . — — 622 622

Currency translation differences . . . . . . . . . . . — — (8) (8)

Balances at 28 December 2014 . . . . . . . . . . . . 507 5,810 8,583 14,900

Balances at 31 December 2012 . . . . . . . . . . . . 1,656 1,802 7,317 10,775Credits (charges) to:

Income Statement . . . . . . . . . . . . . . . . . . . . (815) (654) 1,505 36Hedging Reserve . . . . . . . . . . . . . . . . . . . . . — — — —

Currency translation differences . . . . . . . . . . . — — (1) (1)

Balances at 29 December 2013 . . . . . . . . . . . . 841 1,148 8,821 10,810

Deferred tax liabilities

Property, Plantand Equipment

Allowances andReserves

Uncertain TaxPosition and

Others Total$’000 $’000 $’000 $’000

Balances at 30 December 2013 . . . . . . . . . . . . . 28,415 7,766 21,919 58,100Charges (credits) to:

Income Statement . . . . . . . . . . . . . . . . . . . . . (2,735) 305 625 (1,805)Hedging Reserve . . . . . . . . . . . . . . . . . . . . . . — — (86) (86)

Currency translation differences . . . . . . . . . . . . — — — —Settlement with taxing authorities . . . . . . . . . . . — (2,270) (450) (2,720)

Balances at 28 December 2014 . . . . . . . . . . . . . 25,680 5,801 22,008 53,489

Balances at 31 December 2012 . . . . . . . . . . . . . 27,017 9,942 20,957 57,916Charges to:

Income Statement . . . . . . . . . . . . . . . . . . . . . 1,398 1,373 1,207 3,978Hedging Reserve . . . . . . . . . . . . . . . . . . . . . . — — 75 75

Currency translation differences . . . . . . . . . . . . — — (11) (11)Settlement with taxing authorities . . . . . . . . . . . — (3,549) (309) (3,858)

Balances at 29 December 2013 . . . . . . . . . . . . . 28,415 7,766 21,919 58,100

F-27

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

16. Borrowings

The borrowings of the Group carried at amortised cost are as follows:

28 December2014

29 December2013

$’000 $’000

4.5% senior notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 589,698 583,8205.375% senior notes due 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199,436 199,033U.S. dollars floating rate secured term loan . . . . . . . . . . . . . . . . . . . . . . . . . 108,551 25,148

U.S. dollars floating rate revolving credit facilities . . . . . . . . . . . . . . . . . . . 305,600 104,227Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,203,285 912,228Less: borrowings repayable within one year . . . . . . . . . . . . . . . . . . . . . . . . . 212,597 37,947

Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 990,688 874,281

In February 2013, the Company commenced a private offer to exchange any and all of the outstanding$600.0 million of 7.5% Senior Notes due 2015 for U.S. dollar-denominated fixed rate senior notes due 2018.On 15 March 2013, upon the expiry of the exchange offer, an aggregate principal amount of $358.4 million of7.5% Senior Notes due 2015, representing 59.7% of these notes were validly tendered. The notes that werevalidly tendered in the exchange offer were cancelled immediately upon exchange for the new 4.5% SeniorNotes due 2018. On 20 March 2013, the Company issued a further $255.0 million of 4.5% Senior Notes due2018 to fund the redemption of the remaining outstanding $241.6 million of 7.5% Senior Notes due 2015 forcash proceeds of $247.6 million, after deducting debt issuance cost. On 19 April 2013, the Company redeemedthe remaining outstanding $246.1 million of 7.5% Senior Notes due 2015 for $255.7 million pursuant to theredemption price terms of the indenture. The Company financed the redemption with the proceeds from theissuance of the 4.5% Senior Notes due 2018 and short-term borrowings. The notes were cancelled uponredemption. Redemption premium of $15.7 million and debt issuance costs of $2.4 million were expensed inthe income statement in 2013.

The aggregate principal amount of 4.5% Senior Notes due 2018 issued pursuant to the exchange offer andprivate placement of these notes for cash amounted to $611.2 million. These notes are senior unsecuredobligations and are listed on the SGX-ST. These notes are guaranteed, on an unsecured senior basis, by all ofexisting subsidiaries (except STATS ChipPAC Shanghai Co., Ltd. and STATS ChipPAC TaiwanSemiconductor Corporation) (collectively “Non-Guarantor Subsidiaries”) and future restricted subsidiaries(except where prohibited by local law). These notes will mature on 20 March 2018 bearing interest at the rateof 4.5% per annum payable semi-annually on 20 March and 20 September of each year, commencing20 September 2013. Prior to 20 March 2016, the Company may redeem all or part of these notes at any timeby paying a “make-whole” premium plus accrued and unpaid interest. The Company may redeem all, but notless than all, of these notes at any time in the event of certain changes affecting withholding taxes at 100% oftheir principal amount plus accrued and unpaid interest. On or after 20 March 2016, the Company may redeemall or a part of these notes at any time at the redemption prices specified under the terms and conditions ofthese notes plus accrued and unpaid interest. In addition, prior to 20 March 2016, the Company may redeemup to 35% of these notes with the net proceeds from certain equity offerings. Upon certain circumstancesincluding a change of control as defined in the indenture related to these notes, the Company may be requiredto offer to purchase its senior notes at 101% of their principal amount plus accrued and unpaid interest. TheGroup, with the exception of STATS ChipPAC Taiwan Semiconductor Corporation, are subject to thecovenant restrictions. Therefore the Non-Guarantor Subsidiaries and STATS ChipPAC Shanghai Co. Ltd. (the“China Non-Guarantor Subsidiary”) are also Restricted Subsidiaries as defined under these notes. Thecovenant restrictions, among other things, limit their ability to incur additional indebtedness, prepay

F-28

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

subordinated debts, make investments, declare or pay dividends, enter into transactions with related parties,sell assets, enter into sale and leaseback transactions, incur liens and encumbrances and enter into merger andconsolidations.

On 29 August 2012, the Company obtained a $50.0 million of revolving credit facility fromDBS Bank Ltd. On 26 September 2013, the revolving credit facility was extended until February 2015 and thefacility amount was increased to $75.0 million. In July 2014, the revolving credit facility was extended untilFebruary 2016. The purpose of the facility is for general corporate funding. As of 28 December 2014,$75.0 million principal was outstanding on this facility. The principal and interest of the $75.0 million loan arepayable on maturity in March 2015. The loan bears interest at the rate of 1% per annum.

On 31 July 2012, the Company obtained a $50.0 million revolving credit facility from Oversea-ChineseBanking Corporation Limited. On 27 September 2013, the revolving credit facility was extended until October2015 and the facility amount was increased to $75.0 million. The purpose of the facility is for generalcorporate funding. As of 28 December 2014, $47.9 million was outstanding under this facility. The principaland interest of the loan are payable on maturity in March 2015. The loan bears interest at the rate of1% per annum.

On 26 September 2013, STATS ChipPAC Korea Ltd. entered into a $120.0 million five-year securedterm loan with Hana Bank. The purpose of the loan is to finance capital expenditures. The facility iscollateralised by equipment located at our Korean subsidiary and upon substantial facilitisation completion inMarch 2015, the Korean subsidiary’s new facility in the Incheon Free Economic Zone. As of 28 December2014, $108.6 million was outstanding under this facility. The principal of the loan is payable on maturity inSeptember 2018. The interest of the loan is payable on a monthly basis. The loan bears interest at the rate of4% per annum.

On 2 October 2013, the Company obtained a $25.0 million revolving credit facility from Mizuho BankLtd. In August 2014, the revolving credit facility as extended until October 2015 and the facility amount wasincreased to $40.0 million. The purpose of the facility is for general corporate funding. As of 28 December2014, $35.0 million was outstanding under this facility. The principal and interest of the loan are payable onmaturity in February and March 2015. The loan bears interest at the rate of 1% per annum.

On 26 September 2014, STATS ChipPAC Korea Ltd. entered into a $40.0 million committed revolvingfacility with Shinhan Bank and a $30.0 million committed revolving credit facility with Hana Bank. Thepurpose of these facilities is to finance purchase of materials and capital expenditures. As of 28 December2014, $18.5 million was outstanding under the Shinhan Bank revolving facility. The principal of the loan ispayable on maturity in September 2017. The interest of the loan is payable on a monthly basis. The loan bearsinterest at the rate of 2% per annum. As of 28 December 2014, there was no drawdown on the Hana Bankrevolving facility.

On 12 January 2011, the Company issued $200.0 million of 5.375% Senior Notes due 2016 for proceedsof $198.0 million after deducting debt issuance cost. These notes are fully and unconditionally guaranteed,jointly and severally, on an unsecured senior basis, by all of existing subsidiaries, except the Non-GuarantorSubsidiaries and our future restricted subsidiaries except where prohibited by local law. These notes are seniorunsecured obligations and are listed on the SGX-ST. On 18 January 2011, the Company repaid the$234.5 million outstanding principal under the $360.0 million senior credit facility with the net proceeds fromthe $200.0 million of 5.375% Senior Notes due 2016 and cash on hand. These notes will mature on 31 March2016, bearing interest at the rate of 5.375% per annum payable semi-annually on 31 March and 30 Septemberof each year, commencing 31 March 2011. The Company may redeem all, but not less than all, of these notesat any time in the event of certain changes affecting withholding taxes at 100% of their principal amount plusaccrued and unpaid interest. On or after 31 March 2014, the Company may redeem all or a part of these notesat any time at the redemption prices specified under the terms and conditions of these notes plus accrued and

F-29

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

unpaid interest. Upon certain circumstances including a change of control as defined in the indenture related tothese notes, the Company may be required to offer to purchase its senior notes at 101% of their principalamount plus accrued and unpaid interest. The Group, with the exception of STATS ChipPAC TaiwanSemiconductor Corporation, is subject to the covenant restrictions. Therefore the China Non-GuarantorSubsidiary is also a Restricted Subsidiary as defined under these notes. The covenant restrictions, among otherthings, limit their ability to incur additional indebtedness, prepay subordinated debts, make investments,declare or pay dividends, enter into transactions with related parties, sell assets, enter into sale and leasebacktransactions, incur liens and encumbrances and enter into merger and consolidations.

Other unsecured revolving credit facilities comprised $160.0 million, $2.7 million and $10.2 million offacilities issued to the Company and its subsidiaries in Korea and Taiwan, respectively. The purpose of thesefacilities is for general corporate funding. As of 28 December 2014, $130.0 million of loans were outstandingand the principal and interest of the loans are payable on maturity in March 2015. The loans bear interest atthe variable rates of approximately 1% per annum.

Upon certain circumstances including a change of control as defined in the indenture related to the seniornotes, the Company may be required to offer to purchase its senior notes at 101% of their principal amountplus accrued and unpaid interest. The exposure of the borrowings of the Group to interest rate changes and thecontractual repricing dates at the balance sheet dates are as follows:

28 December2014

29 December2013

$’000 $’000

6 months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 414,151 129,3756 - 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —1 - 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 789,134 782,853

1,203,285 912,228

The fair value of the borrowings of the Group at the balance sheet dates are as follows:

28 December2014

29 December2013

$’000 $’000

4.5% senior notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 606,568 608,0965.375% senior notes due 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000 205,536U.S. dollars floating rate secured term loan . . . . . . . . . . . . . . . . . . . . . . . . . 108,551 25,148U.S. dollars floating rate revolving credit facilities . . . . . . . . . . . . . . . . . . . 306,387 104,227

1,221,506 943,007

The fair values of the senior notes are determined from the trading market prices of the senior notes as ofeach balance sheet date. The borrowings under the U.S. dollars term loan and revolving credit facilities atfloating rates are assumed to approximate their fair values, and the fair values are within Level 2 of the fairvalues hierarchy.

The Group has lines of credit and banking facilities consisting of loans, overdrafts, letters of credit andbank guarantees, which amounted to an aggregate of $589.5 million, of which $137.8 million of creditfacilities and $29.8 million of other banking facilities were available on 28 December 2014.

F-30

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

17. Derivative Financial Instruments28 December 2014 29 December 2013

ContractNotionalAmount Asset Liability

ContractNotionalAmount Asset Liability

$’000 $’000 $’000 $’000 $’000 $’000

Cash-flow hedges— Currency forwards . . . . . . . . . . . . . . 153,429 209 (3,963) 97,381 562 (359)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . 209 (3,963) 562 (359)

The Group enters into forward contracts for hedging highly probable forecast transactions and accountsfor them as cash flow hedges and states them at fair value. Subsequent changes in fair value are recognised inequity until the hedged transactions occur, at which time the respective gains or losses are transferred to theincome statement.

18. Other Non-Current Liabilities28 December

201429 December

2013$’000 $’000

Accrued retirement and severance benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 991 4,530Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,088 19,698

16,079 24,228

Changes in accrued retirement and severance benefits in 2014 and 2013 are as follows:

28 December2014

29 December2013

$’000 $’000

Beginning of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,724 6,403Provision for retirement and severance benefits . . . . . . . . . . . . . . . . . . . . . . 1,615 18,480Severance payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (746) (1,839)Foreign currency (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (254) 20Current portion of accrued retirement and severance benefit, included

within other accrued operating expenses (Note 14) . . . . . . . . . . . . . . . . . (3,510) (14,340)

End of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,829 8,724Payments on deposits with Korean National Pension Fund . . . . . . . . . . . . . (124) (135)Plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,714) (4,059)

Ending, net of payments on deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 991 4,530

19. Expenses by Nature

Expenses such as inventories recognised in cost of revenues, depreciation and amortisation, employeecompensation and rental expense on operating leases are disclosed elsewhere in the financial statements.

F-31

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

20. Exceptional Items

(a) Plant closure costs

The Malaysia plant closure costs were as follows:

Year Ended28 December

201429 December

2013$’000 $’000

Employee severance and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 18,203Property, plant and equipment impairment charges (Note 11) . . . . . . . . . . . — 17,730Other associated costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 976

— 36,909

(b) Flood related plan income (expenses)

The flood related plan charges incurred were as follows:

Year Ended28 December

201429 December

2013$’000 $’000

Held for sale asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,000

The flood related insurance settlement received was as follows:

Year Ended28 December

201429 December

2013$’000 $’000

Flood related insurance settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 19,582

In 2013, the Group reached further insurance settlement of $19.6 million with its insurers as finalcompensation for business interruption insurance claims related to the flood in Thailand. This insurancerecovery was in addition to the $26.7 million obtained in 2012 as compensation for plant and equipmentdamages. The total insurance settlement was $46.3 million.

21. Employee CompensationYear Ended

28 December2014

29 December2013

$’000 $’000

Wages and salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 332,402 313,036Employer’s contribution to defined contribution plans including Central

Provident Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,944 26,351Other benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,282 30,844

393,628 370,231

F-32

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

22. Other Non-operating Income (Expenses), netYear Ended

28 December2014

29 December2013

$’000 $’000

Lease termination cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (2,000)Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (547) 31

(547) (1,969)

23. Earnings Per Share

Basic earnings per share is calculated by dividing the net profit attributable to equity holders of STATSChipPAC Ltd by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share is calculated by dividing the net profit attributable to equity holders of STATSChipPAC Ltd. by the weighted average number of ordinary shares outstanding as adjusted for the effects of alldilutive potential ordinary shares from the assumed exercise of share options outstanding during the financialyear plus other potentially dilutive securities outstanding.

Year Ended28 December

201429 December

2013

Net loss attributable to equity holders of STATS ChipPAC Ltd. ($’000) . . (21,795) (47,493)Weighted average number of ordinary shares outstanding (basic) (’000) . . 2,202,218 2,202,218Weighted average dilutive shares from share plans (’000) . . . . . . . . . . . . . . — —

Weighted average number of ordinary shares and equivalent ordinaryshares outstanding (diluted) (’000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,202,218 2,202,218

Net income (loss) per ordinary share attributable to equity holders ofSTATS ChipPAC Ltd.— Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.01) $ (0.02)— Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.01) $ (0.02)

The Group excluded certain potentially dilutive securities for each period presented from its diluted netincome per ordinary share computation because these securities were anti-dilutive.

The excluded potentially dilutive securities outstanding are as follows:28 December

201429 December

2013(’000) (’000)

Performance Share Plan Award . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,942 7,151Share Option Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 1,409

24. Share Capital, Share Options and Incentive Plans

On 29 October 2010, the Company effected a capital reduction pursuant to the shareholders’ approval inan extraordinary general meeting held on 27 September 2010. A cash distribution of $600.0 million at $0.27for each ordinary share issued was made to the shareholders of the Company and the share capital of theCompany was accordingly reduced by the same amount.

The Company’s statutory issued share capital represented by 2,202,218,293 (2013: 2,202,218,293)ordinary shares pursuant to the Singapore Companies Act (Cap 50) is S$2,343.9 million as of 28 December2014. The amount was reduced by S$784.8 million ($600.0 million) in 2010 as a result of the capitalreduction.

F-33

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At the Company’s annual shareholders’ meeting in April 2013, the Company obtained shareholdersapproval for the adoption of the STATS ChipPAC Ltd. Performance Share Plan 2013 (“PSP 2013”).

Awards granted under the PSP 2013 (each, an “Award”) represent the right of a participant to receivefully paid shares, their equivalent cash value or combinations thereof, free of charge, provided that certainprescribed performance targets and other conditions are met in accordance with the terms of the PSP 2013.Participants are not required to pay for the grant of Awards. Upon the Company achieving certain performancetargets set by the Executive Resource and Compensation Committee, the Awards will vest and ordinary sharesof the Company will then be delivered to the eligible employees with no exercise or purchase price and inaccordance with the terms of the PSP 2013. Awards granted under the PSP 2013 are generally nottransferrable.

Vesting of Awards and determination of the number of shares deliverable at the end of the performanceperiod will depend on the extent of achievement of the strategic corporate performance condition(s) pre-set atthe beginning of the performance period. Depending on the level of performance achieved, the number ofshares to vest can vary from between 0% to 150% of the grant.

The total number of shares which may be delivered pursuant to Awards granted under the PSP 2013 onany date, when added to:

(a) the total number of new shares allotted and issued and/or to be allotted and issued, issued shares(including treasury shares) delivered and/or to be delivered, and shares delivered and/or to be delivered inthe form of cash in lieu of shares, pursuant to Awards granted under the PSP 2013; and

(b) the total number of shares which may be delivered pursuant to options and/or awards grantedunder any other share scheme adopted by the Company after the adoption date of the PSP 2013 and forthe time being in force;

shall not exceed 10% of the total number of issued shares (excluding shares held by the Company as treasuryshares) on the date preceding the date of the relevant Award.

Since the commencement of the PSP 2013 to the financial year ended 28 December 2014, 14,315,331Awards have been granted under the PSP 2013 and as at 28 December 2014, 11,941,980 Awards areoutstanding. No ordinary shares have been delivered under the PSP 2013. In 2014 and 2013, no share-basedcompensation expense was recognised.

The following table summarises the fully vested share option activity in 2013 and 2014:

OptionsWeighted Average

Exercise Price($’000)

Options outstanding at 30 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . 3,789 1.13Lapsed and forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,380) 1.54

Options outstanding at 29 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . 1,409 1.13Lapsed and forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,358) 1.49

Options outstanding at 28 December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . 51 0.69

Exercisable at 29 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,409 1.13

Exercisable at 28 December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 0.69

F-34

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarises information about share options outstanding at 28 December 2014 and29 December 2013:

Options Outstanding and Exercisable

NumberExercisable

WeightedAverage

RemainingContractual

Life

WeightedAverageExercise

Price

Range of Exercise Prices28 December

201429 December

201328 December

201429 December

201328 December

201429 December

2013(’000)

$0.55 to $0.79 . . . . . . . . . 51 91 0.6 years 1.0 years $0.69 $0.65$1.16 to $1.64 . . . . . . . . . — 1,318 — 0.1 years — $1.16

51 1,409 0.6 years 0.2 years

25. Other Reserves

(a) Composition28 December

201429 December

2013$’000 $’000

Hedging reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,190) 132Foreign currency translation reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,610) (7,844)

(13,800) (7,712)

(b) Movement

(i) Hedging reserveYear ended

28 December2014

29 December2013

$’000 $’000

Beginning of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132 521Fair value gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,437) 1,232Tax on fair value changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,192 (224)Reclassification of fair value (gains) losses to Income Statement . . . . . . . . 2,407 (1,687)Tax on reclassification adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (484) 290

End of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,190) 132

(ii) Foreign currency translation reserveYear ended

28 December2014

29 December2013

$’000 $’000

Beginning of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,844) (2,349)Currency translation differences arising from equity transaction . . . . . . . . . (454) (3,796)Net currency translation differences of financial statements of a foreign

subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,495) (3,414)Less: Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,183 1,715

End of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,610) (7,844)

F-35

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other reserves are non-distributable.

26. Commitments and Contingencies

(a) Commitments

As of 28 December 2014 and 29 December 2013, unconditional purchase obligations consist of thefollowing:

28 December2014

29 December2013

$’000 $’000

Capital commitmentsBuilding, mechanical and electrical installation . . . . . . . . . . . . . . . . . . . . . . 8,488 175,062Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,565 63,396

Other commitmentsInventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,709 85,210Other purchase commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,443 —

These unconditional purchase obligations include agreements to purchase goods or services that areenforceable and legally binding on the Group and specify all significant terms, including fixed or minimumquantities to be purchased, fixed or variable price provisions and the approximate timing of transactions. Theduration of these purchase obligations are generally less than 12 months.

The Group is party to certain royalty and licensing agreements which have anticipated cumulativepayments of approximately $17.5 million for 2014 through 2019.

The Group leases certain of its facilities in Singapore, South Korea and the United States under operatinglease arrangements and has lease agreements for the land located in Singapore, Malaysia and China related toits facilities in these locations. Operating lease rental expense in 2014 and 2013 was $9.6 million and $9.3million, respectively.

The Group has leased certain plant and equipment under operating leases. These leases extend through2015. Operating lease rental expenses, including amortisation of lease prepayments, in respect of these leasesin 2014 and 2013 were $31.3 million and $22.1 million, respectively.

These leases have varying escalation clauses and renewal rights.

Future minimum lease payments under non-cancelable operating leases contracted for at the balance sheetdate but not recognised as liabilities were:

28 December2014

29 December2013

$’000 $’000

Not later than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,109 34,896Between one and five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,344 39,872Later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,915 93,337

173,368 168,105

(b) Contingencies

The Company is subject to claims and litigations that arise in the normal course of business. These claimsmay include allegations of infringement of intellectual property rights of others as well as other claims ofliability. The Company accrues liability associated with these claims and litigations when they are probableand reasonably estimable.

F-36

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company has been served by ERS Electronic GMBH with a Writ of Summons which was filed in theHigh Court of the Republic of Singapore alleging infringement on two of its patents relating to debondermachines used in wafer level package assembly process. The Company has sought legal advice and is of theopinion that the claim is groundless and without merit and intends to take all necessary steps to vigorouslydefend the claim, including but not limited to, a counterclaim for invalidation of the patents which we havebeen alleged to infringe. The Company does not expect this action to have a material financial impact.

The Group also, from time to time, receives from customers request for indemnification against pendingor threatened infringement claims brought against such customers, such as the Tessera cases described in ourfinancial statement for the year ended 30 December 2012. The resolution of any future allegation or requestfor indemnification could have a material adverse effect on the Group’s business, financial condition andresults of operations.

In addition, the Group is subject to various taxes in the different jurisdictions in which it operates. Theseinclude taxes on income, property, goods and services, and other taxes. The Group submits tax returns andclaims with the appropriate government taxing authorities, which are subject to examination and agreement bythose taxing authorities. The Group regularly assesses the likelihood of adverse outcomes resulting from theseexaminations to determine adequacy of provision for taxes. Refer to Note 15 for additional information on taxcontingencies.

27. Restructuring Charges

In order to increase efficiency and to reduce costs, the Group have undertaken a global initiative toredesign its business structure. In 2014, the Group recorded severance and related charges of $4.3 million as itexpedited measures to reduce headcount at the corporate headquarters. In 2013, the Group recorded severanceand related charges of $1.9 million.

28. Financial Risk Management

The Group operates in various countries and therefore is subject to several risks and uncertaintiesincluding financial risks. The Group’s risk management functions to mitigate the various financial risks towhich the businesses are exposed to in the course of their daily operations. The risk management covers areassuch as capital management, liquidity risk, foreign currency risk, commodity price risk, interest rate risk andcredit risk. The Group’s overall risk management approach is to moderate the effects of such volatility on itsfinancial performance. The Group uses derivatives to hedge specific exposures.

Capital Management

The Group regularly reviews its financial position, capital structure and use of capital, with the objectiveof achieving long-term capital efficiency, optimum shareholders’ total returns and proper strategic positioning.In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of return ofcapital and distributable earnings to shareholders, issue new shares, obtain new borrowings or sell assets toreduce borrowings.

The Group manages the use of capital centrally and all borrowings to fund the operations of thesubsidiaries are managed by the Company. The capital employed by the Group consists of equity attributableto shareholders, bank borrowings from financial institutions and borrowings from senior notes issuance.

The Group is in compliance with all externally imposed capital requirements in 2014 and 2013, whichprimarily arises from its borrowing facilities. There were no changes in the Group’s approach to capitalmanagement during the year.

F-37

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Foreign Currency Risk

A portion of the Group’s costs is denominated in various foreign currencies, like the Singapore dollar, theSouth Korean Won, the Chinese Renminbi, the New Taiwan dollar and the Japanese Yen. As a result, changesin the exchange rates of these currencies or any other applicable currencies to the U.S. dollar will affect cost ofgoods sold and operating margins and could result in exchange losses. Based on the Group’s overall currencyrate exposure, the Group has adopted a foreign currency hedging policy for committed or forecasted currencyexposures. The Group may utilise foreign currency swaps as well as foreign exchange forward contracts andoptions. The goal of the hedging policy is to effectively manage risk associated with fluctuations in the valueof the foreign currency, thereby making financial results more stable and predictable in the short-term. Overthe longer-term, however, permanent changes in exchange rate of foreign currencies would have an impact onearnings.

The Group has entered into foreign currency contracts with nominal contract value of $153.4 million and$97.4 million in 2014 and 2013, respectively, to mitigate currency risks associated with payroll costs,materials costs, contractual costs and other costs denominated in these foreign currencies to reduce itsexposure from future exchange rate fluctuations. These programmes reduce, but do not always entirelyeliminate, the impact of currency exchange movements. The duration of these instruments are generally lessthan twelve months.

The Group is also exposed to the adverse movement in the exchange rates for all the currencies relative tothe U.S. dollar on the Group’s foreign currencies denominated assets and liabilities. Sensitivity analyses ofchange in the fair values arising from a hypothetical 10% adverse movement in the exchange rates for all theforeign currencies relative to the U.S. dollar, with all other variables held constant, after taking into accountoffsetting positions, would result in a foreign exchange gain of $4.5 million and loss of $1.3 million as of28 December 2014 and 29 December 2013, respectively.

Commodity Price Risk

The Group purchases certain raw materials in the normal course of business, which are affected bycommodity prices. Therefore, the Group is exposed to some price volatility related to various marketconditions outside its control. However, the Group employs various purchasing and pricing contracttechniques in an effort to minimise volatility. Generally these techniques include setting in advance the pricefor products to be delivered in the future. The Group does not generally make use of financial instruments tohedge commodity prices, partly because of the contract pricing utilised. While commodity price volatility canoccur, which would impact profit margins, there are generally alternative suppliers available. The Group mayundertake hedging activity in commodities to a limited degree. Hedging may be used primarily as a riskmanagement tool and, in some cases, to secure future cash flows in cases of high volatility by entering intoforward contracts or similar instruments.

Interest Rate Risk

The Group’s exposure to market risk associated with changes in interest rates primarily relates to itsinvestment portfolio and debt obligations. Investments are placed in time deposits and marketable securities.The Group has no material cash flow exposure due to rate changes for cash equivalents and short-terminvestments. Longer-term borrowings are therefore usually at fixed rates. As at 28 December 2014, 65.6%(2013: 85.8%) of the total debt was at fixed interest rates and the balance was at variable interest rates. TheGroup’s borrowings in senior notes are subject to fixed interest rates. As of 28 December 2014, the Group’ssenior notes due 2016 and 2018 bear interest of 5.375% and 4.5% per annum, respectively. As of 28 December2014, assuming that the market interest rate increase or decrease by 10% and with no change to the othervariables, the annualised interest expense on borrowings at variable interest rates would be higher or lower by$0.8 million (2013: $0.2 million).

F-38

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Credit Risk

The Group’s customers are comprised of companies in the semiconductor industry located primarily inthe United States of America, Asia and Europe. The semiconductor industry is highly cyclical and experiencessignificant fluctuations in customer demand, evolving industry standards, competitive pricing pressure thatleads to steady declines in average selling prices, rapid technological changes, risk associated with foreigncurrencies and enforcement of intellectual property rights. Additionally, the market in which the Groupoperates is very competitive. As a result of these industry and market characteristics, key elements ofcompetition in the independent semiconductor packaging market include breadth of packaging offerings, time-to-market, technical competence, design services quality, production yields, reliability of customer service andprice. The Group’s largest customer accounted for approximately 24% and 30% of revenues in 2014 and 2013,respectively. The Group’s ten largest customers collectively accounted for approximately 71.0% and 68.0% ofrevenues in 2014 and 2013, respectively. The Group generally does not require collateral on its tradereceivables. The Group mitigates the concentration of credit risk in trade receivables through the Group’scredit evaluation process, credit policies, credit control and collection procedures but these methods cannoteliminate all potential credit risk losses. The withdrawal of commitment from any major customer forproducts, or reduced or delayed demand or the loss of or default by any of these major customers could havean adverse effect upon the Group’s financial position, results of operations and cash flows.

The age analysis of trade receivables that are past due but not impaired is as follows:

28 December2014

29 December2013

$’000 $’000

Past due less than 30 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,514 14,20030-60 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 592 11,14061-90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,010 4,309More than 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,285 1,662

31,401 31,311

The carrying amount of trade receivables individually determined to be impaired and the movements inthe related allowance for impairment are as follows:

28 December2014

29 December2013

$’000 $’000

Gross amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 533 148Less: Allowance for impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (533) (148)

— —

Beginning of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148 464Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,062 482Utilised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Write-back . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,677) (798)

End of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 533 148

Cash and cash equivalents are deposited with financial institutions primarily in Singapore, Taiwan, theUnited States of America, British Virgin Islands, South Korea and China. Deposits in the financial institutionsmay exceed the amount of insurance provided on such deposits, if any. The Group mitigates default risk byinvesting in marketable securities that are of at least an “A” rating, as assigned by an internationallyrecognised credit rating organisation, and major Singapore banks and government-linked companies. TheGroup utilises forward contracts to protect against the effects of foreign currency fluctuations. Such contracts

F-39

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

involve the risk of non-performance by the counterparty, which could result in a material loss. The Group hasnot experienced any such losses to date from nonperformance by its counterparties. South Korean and Chineseforeign currency exchange regulators may place restrictions on the flow of foreign funds into and out of thosecountries. The Group is required to comply with these regulations when entering into transactions in foreigncurrencies in South Korea and China.

Liquidity Risk

The Group’s principal source of liquidity consists of cash flows from operating activities, bank facilities,debt financing, and existing cash and cash equivalents and marketable securities. As of 28 December 2014, theGroup had cash, cash equivalents and bank deposits of $185.2 million (2013: $182.8 million). The Group alsohas available lines of credit and banking facilities consisting of loans, overdrafts, letters of credit and bankguarantees, including those available to its consolidated subsidiaries, which amounted to an aggregate of$589.5 million (2013: $548.2 million), of which $137.8 million (2013: $372.4 million) of credit facilities and$29.8 million (2013: $38.6 million) of other banking facilities were available as of 28 December 2014.Liquidity needs arise primarily from servicing outstanding debts, working capital needs and the funding ofcapital expenditures and investments. Capital expenditures are largely driven by the demand for the Group’sservices, primarily to increase packaging and testing capacity, to replace packaging and testing equipmentfrom time to time, and to expand the facilities and service offerings.

The maturity profile of the Group’s financial liabilities based on the remaining period from the balancesheet date to the contractual maturity date is given in the table below. The figures reflect the contractualundiscounted cash obligation of the Group:

As at 28 December 2014< 1 year 1-2 years 2-5 years > 5 years Total

$’000 $’000 $’000 $’000 $’000

Accounts and other payables . . . . . . . . . . . . . . . . 198,076 — — — 198,076Payables related to property, plant and

equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,592 — — — 95,592Accrued operating expenses . . . . . . . . . . . . . . . . 107,312 — — — 107,312Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212,900 275,000 738,190 — 1,226,090Amounts due to related parties . . . . . . . . . . . . . . 31 — — — 31

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613,911 275,000 738,190 — 1,627,101

As at 29 December 2013< 1 year 1-2 years 2-5 years > 5 years Total

$’000 $’000 $’000 $’000 $’000

Accounts and other payables . . . . . . . . . . . . . . . . 138,004 — — — 138,004Payables related to property, plant and

equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,998 — — — 141,998Accrued operating expenses . . . . . . . . . . . . . . . . . 124,640 — — — 124,640Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,000 67,100 836,300 — 941,400Amounts due to related parties . . . . . . . . . . . . . . . 100 — — — 100

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 442,742 67,100 836,300 — 1,346,142

The interest payments on the Group’s borrowings due within one year, 1-2 years and 2-5 years amount to$42.5 million (2013: $39.2 million), $37.1 million (2013: $39.2 million) and $47.8 million (2013: $76.6million), respectively.

F-40

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Upon certain circumstances including a change of control as defined in the indenture related to the seniornotes, the Company may be required to offer to purchase its senior notes at 101% of their principal amountplus accrued and unpaid interest.

Estimation of Fair Value

The accounting classification of each category of financial instruments, and their carrying amounts, are asfollows:

28 December2014

29 December2013

$’000 $’000

Financial assetsCash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,456 129,136Bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,713 53,646Loan and receivables— Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238,684 238,441— Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,479 15,239

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453,332 436,462

Financial liabilitiesFinancial liabilities at nominal value and amortised cost— Accounts and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (198,076) (138,004)— Payables related to property, plant and equipment purchases . . . . . . . . . (95,592) (141,998)— Accrued operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (107,312) (124,640)— Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,203,285) (912,228)— Amounts due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31) (100)— Accrued retirement and severance benefits . . . . . . . . . . . . . . . . . . . . . . . (991) (4,530)— Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,088) (19,698)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,620,375) (1,341,198)

Fair value for measurements are estimates of the amounts for which assets or liabilities (includingfinancial instruments and other derivative contracts) could be exchanged at the measurement date, based onthe assumption that such exchanges take place between knowledgeable, unrelated parties in unforcedtransactions. Where available, fair value measurements are derived from prices quoted in active markets foridentical assets or liabilities. In the absence of such information, other observable inputs are used to estimatefair value. Where publicly available information is not available, fair value is determined using estimationtechniques that take into account market perspectives relevant to the asset or liability, in as far as they canreasonably be ascertained, based on predominantly unobservable inputs.

The Group uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measuredat fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurringbasis, in periods subsequent to their initial measurement. These tiers include: Level 1, defined as quotedmarket prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quotedprices in markets that are not active, model-based valuation techniques for which all significant assumptionsare observable in the market, or other inputs that are observable or can be corroborated by observable marketdata for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs thatare not corroborated by market data.

F-41

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following tables set forth the Group’s financial assets and liabilities, excluding interest componentsthat were accounted for at fair value on a recurring basis as of 28 December 2014 and 29 December 2013,respectively:

Fair Value Measurementas of 28 December 2014

Level 1 Level 2 Level 3 Total$’000 $’000 $’000 $’000

Assets:Foreign currency forward contracts . . . . . . . . . . . . . . . . . . . . . — 209 — 209

Total assets measured and recorded at fair value . . . . . . . . . . . . . — 209 — 209

Liabilities:Foreign currency forward contracts . . . . . . . . . . . . . . . . . . . . . — (3,963) — (3,963)

Total liabilities measured and recorded at fair value . . . . . . . . . . — (3,963) — (3,963)

Fair Value Measurementas of 29 December 2013

Level 1 Level 2 Level 3 Total$’000 $’000 $’000 $’000

Assets:Foreign currency forward contracts . . . . . . . . . . . . . . . . . . . . . — 562 — 562

Total assets measured and recorded at fair value . . . . . . . . . . . . . — 562 — 562

Liabilities:Foreign currency forward contracts . . . . . . . . . . . . . . . . . . . . . — (359) — (359)

Total liabilities measured and recorded at fair value . . . . . . . . . . — (359) — (359)

29. Immediate and Ultimate Holding Corporations and Subsidiaries

The Group’s immediate holding corporation is STSPL, incorporated in Singapore. The ultimate holdingcorporation is Temasek Holdings (Private) Limited (“Temasek”), incorporated in Singapore. Temasek,through its wholly-owned subsidiary, STSPL, beneficially owned approximately 83.8% of the Company as of28 December 2014. Temasek, a private limited company incorporated in Singapore, is wholly-owned by theMinister for Finance of Singapore, a body corporate constituted by the Minister for Finance (Incorporation)Act (Cap. 183).

F-42

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The significant subsidiaries of the Company are as follows:

Name of Subsidiary Principal ActivitiesCountry of

Incorporation

Effective PercentageHoldings

2014 2013

STATS ChipPAC (Barbados) Ltd.# Investment holding Barbados 100% 100%

STATS ChipPAC (BVI) Limited* Investment holding, turnkeypackaging and test services,warehousing services, researchand development

British VirginIslands

100% 100%

STATS ChipPAC Korea Ltd.# Turnkey packaging and testservices, research anddevelopment, warehousingservices and drop shipmentservices

South Korea 100% 100%

STATS ChipPAC Shanghai Co.,Ltd#

Turnkey packaging and testservices, flip-chip, research anddevelopment, warehousingservices, and drop shipmentservices

China 100% 100%

STATS ChipPAC Taiwan Co., Ltd.# Solder bump services for flipchip, and wafer level chip scalepackage assembly

Taiwan 100% 100%

STATS ChipPAC TaiwanSemiconductor Corporation+

Test services, research anddevelopment, warehousingservices, and drop shipmentservices

Taiwan 52% 52%

STATS ChipPAC, Inc.* Sales, marketing, administrationand research and development

Delaware, USA 100% 100%

# Audited by member firms of PricewaterhouseCoopers, in the respective countries

+ Audited by KPMG, Taiwan

* Not required to be audited under the laws of its country of incorporation

30. Related Party Transactions

As of 28 December 2014, Temasek, through its wholly-owned subsidiary, STSPL, beneficially owned1,845,715,689 ordinary shares, representing 83.8% of the Company’s ordinary shares.

The Group’s operations in Singapore are conducted in a building constructed on land held on a long-termoperating lease from a statutory board of the Government of Singapore. The lease is for a 30-year periodcommencing 1 March 1996 and is renewable for a further 30 years subject to the fulfillment of certainconditions.

The Group has $0.1 million each of cash and cash equivalents placed with Temasek affiliated financialinstitutions as of 28 December 2014 and 29 December 2013, respectively.

The Group also engages in transacting with other companies, directly or indirectly controlled byTemasek, in the ordinary course of business. These transactions, which include transactions for gas, water andelectricity, facilities management, transportation and telecommunication services, are at their prevailingmarket rates or prices and on customary terms and conditions. These expenses amounted to $5.4 million and$5.1 million in 2014 and 2013, respectively.

F-43

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The amounts owing by (to) related parties were as follows:

28 December2014

29 December2013

$’000 $’000

Short-term amounts due to related partiesAccounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31) (100)

Directors and Key Executives Compensation28 December

201429 December

2013$’000 $’000

Non-Executive Directors’ fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 619 639Key Executives’ remuneration(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,533 3,605

4,152 4,244

Notes:

(1) Key executives remuneration in 2014 mainly relates to base salary and other fixed short-term benefits.

31. Business Segment, Geographic and Major Customer Data

Commencing in 2013, the Group realigned its segment reporting for packaging and test business as asingle business unit delivering turnkey packaging and test solutions to customers. The Group considereddevelopments and changes in its business to align the identification of its operating segments.

Net revenues by geographical areas (identified by location of customer headquarters) were:

Year Ended28 December

201429 December

2013$’000 $’000

United States 1,032,573 1,106,105Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 414,388 303,951Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,873 188,466

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,585,834 1,598,522

Long-lived assets by geographical area were:

Year Ended28 December

201429 December

2013$’000 $’000

Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 589,359 558,892South Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 521,520 336,547China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 362,847 304,653Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,135 192,907United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256 270Rest of Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 37,978

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,637,195 1,431,247

F-44

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Group’s largest customer accounted for approximately 24% and 30% of revenues in 2014 and 2013,respectively. The Group’s ten largest customers collectively accounted for approximately 71.0% and 68.0% ofrevenues in 2014 and 2013, respectively.

32. Guarantor Subsidiaries and Non Guarantor Subsidiaries

In January 2011 and March 2013, the Company issued $200.0 million of 5.375% Senior Notes due 2016and $611.2 million of 4.5% Senior Notes due 2018, respectively, which are fully and unconditionallyguaranteed, jointly and severally, on a senior basis, by its subsidiaries, with the exception of the Non-Guarantor Subsidiaries. Of the Non-Guarantor Subsidiaries, the China Non-Guarantor Subsidiary is aRestricted Subsidiary as defined under these notes. STATS ChipPAC Taiwan Semiconductor Corporation,which is not a wholly-owned subsidiary, is not a Restricted Subsidiary. These notes are the Company’s seniorunsecured obligations and are listed on the SGX-ST.

For the financial year ended 28 December 2014, the Non-Guarantor Subsidiaries, after eliminations oftransactions and balances within these entities (but before taking into account any transactions and balancesbetween the Non-Guarantor Subsidiaries, the guarantor subsidiaries and STATS ChipPAC Ltd.), generated$431.9 million of net revenues (representing 27.2% of the Group’s consolidated net revenues) and $6.1 millionof operating income (representing 15.2% of the Group’s consolidated operating income of $40.1 million).

For the financial year ended 28 December 2014, STATS ChipPAC Korea Ltd. generated $546.0 millionof net revenues (representing 34.4% of the Group’s consolidated net revenues) and $41.1 million of operatingincome (representing 102.6% of the Group’s consolidated operating income of $40.1 million). As of28 December 2014, STATS ChipPAC Korea Ltd. held $900.5 million of assets (representing 34.4% of theGroup’s consolidated total assets).

For the financial year ended 28 December 2014, the China Non-Guarantor Subsidiary generated $378.0million of net revenues (representing 23.8% of the Group’s consolidated net revenues) and $13.5 million ofoperating loss (representing (33.7)% of the Group’s consolidated operating income of $40.1 million). As of28 December 2014, the China Non-Guarantor Subsidiary held $514.5 million of assets (representing 19.7% ofthe Group’s consolidated total assets).

As of 28 December 2014, STATS ChipPAC Korea Ltd. had indebtedness outstanding of $127.0 millionand approximately $152.4 million of trade payables and other liabilities outstanding.

As of 28 December 2014, the China Non-Guarantor Subsidiary had no indebtedness and $189.4 millionof trade payables and other liabilities outstanding and STATS ChipPAC Taiwan Semiconductor Corporationhad no indebtedness and $7.2 million of trade payables and other liabilities outstanding.

33. Subsequent event

On 30 December 2014, JCET-SC (Singapore) Pte. Ltd., a subsidiary of Jiangsu Changjiang ElectronicsTechnology Co., Ltd., announced that it intends to make a voluntary conditional cash offer for all the shares ofthe Group, subject to the fulfillment or waiver of certain conditions specified in the announcement dated30 December 2014. The Group has further announced the intention to distribute its existing investment in theTaiwan subsidiaries, STATS ChipPAC Taiwan Semiconductor Corporation and STATS ChipPAC Taiwan Co.,Ltd., to its shareholders by way of a capital reduction and to offer $200.0 million perpetual securities to theshareholders by way of a non-renounceable rights offering.

F-45

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF STATS CHIPPAC LTD.

Report on the Financial Statements

We have audited the accompanying financial statements of STATS ChipPAC Ltd (the “Company”) andits subsidiaries (the “Group”) set out on pages F-47 to F-90, which comprise the consolidated balance sheet ofthe Group and balance sheet of the Company as at 29 December 2013, the consolidated statement ofcomprehensive income, statement of changes in equity and statement of cash flows of the Group for thefinancial year then ended, and a summary of significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view inaccordance with the provisions of the Singapore Companies Act (the “Act”) and Singapore FinancialReporting Standards, and for devising and maintaining a system of internal accounting controls sufficient toprovide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition;and transactions are properly authorised and that they are recorded as necessary to permit the preparation oftrue and fair profit and loss accounts and balance sheets and to maintain accountability of assets.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with Singapore Standards on Auditing. Those standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor’s judgement, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal control relevant to the entity’s preparation of financialstatements that give a true and fair view in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well as evaluating the overall presentation ofthe financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

Opinion

In our opinion, the consolidated financial statements of the Group and the balance sheet of the Companyare properly drawn up in accordance with the provisions of the Act and Singapore Financial ReportingStandards so as to give a true and fair view of the state of affairs of the Group and of the Company as at29 December 2013, and of the results, changes in equity and cash flows of the Group for the financial yearended on that date.

Report on other Legal and Regulatory Requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and bythose subsidiaries incorporated in Singapore, of which we are the auditors, have been properly kept inaccordance with the provisions of the Act.

PricewaterhouseCoopers LLPPublic Accountants and Chartered Accountants

Singapore14 March 2014

F-46

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Note29 December

201330 December

2012$’000 $’000

ASSETSCurrent assets:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 129,136 170,558Short-term bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 42,042 39,601Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 238,441 258,043Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 15,239 20,726Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 71,055 90,203Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . 18,970 24,559

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514,883 603,690Non-current assets:

Long-term bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 11,604 489Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 1,431,247 1,242,950Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 35,117 36,361Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 381,487 381,487Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186 —Prepaid expenses and other non-current assets . . . . . . . . . . . . . . . . . . . . . . . 3,146 3,299

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,862,787 1,664,586

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,377,670 2,268,276

LIABILITIESCurrent liabilities:

Accounts and other payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,004 164,301Payables related to property, plant and equipment purchases . . . . . . . . . . . 141,998 42,746Accrued operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 124,640 113,476Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,207 13,155Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 37,947 50,690Short-term amounts due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . 29 100 28

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 460,896 384,396Non-current liabilities:

Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 874,281 792,609Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 47,476 47,141Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 24,228 21,532

Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 945,985 861,282

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,406,881 1,245,678

EQUITYShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 873,666 873,666Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,478 98,971Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 (7,712) (1,828)

Equity attributable to equity holders of STATS ChipPAC Ltd. . . . . . . . . 917,432 970,809Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,357 51,789

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 970,789 1,022,598

Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,377,670 2,268,276

The accompanying notes form an integral part of these financial statements.

F-47

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT

Year Ended

Note29 December

201330 December

2012$’000 $’000

Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,598,522 1,701,549

Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,380,941) (1,414,045)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217,581 287,504

Operating expenses:

Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,140 122,958

Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,432 51,722

Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 1,886 5,715

Exchange offer and redemption expenses . . . . . . . . . . . . . . . . . . . . . . . . . 15,701 —

Write-off of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,392 —

Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,551 180,395

Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 24,100

Equipment impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,819

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,551 208,314

Operating income before exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . 55,030 79,190

Plant closure costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36,909) —

Flood related insurance settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,582 26,741

Flood related plan charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,000) (10,061)

Operating income after exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 34,703 95,870

Other income (expenses), net:

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,334 1,518

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (54,459) (59,829)

Foreign currency exchange gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,641 583

Share of loss of associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (739)

Other non-operating income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . 21 (1,969) 477

Total other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (51,453) (57,990)

Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,750) 37,880

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 (22,329) (14,023)

Net income (loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,079) 23,857

Less: Net income attributable to the non-controlling interest . . . . . . . . (8,414) (7,294)

Net income (loss) attributable to STATS ChipPAC Ltd. . . . . . . . . . . . . . . . . (47,493) 16,563

Net income (loss) per ordinary share attributable to STATS ChipPACLtd.: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

— Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.02) $ 0.01

— Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.02) $ 0.01

The accompanying notes form an integral part of these financial statements.

F-48

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year Ended

Note29 December

201330 December

2012$’000 $’000

Net income (loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,079) 23,857

Other comprehensive income (loss):

Cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 (389) 13,850

Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 (7,210) 4,367

Comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,599) 18,217

Total comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . . . . . . . . . . (46,678) 42,074

Total comprehensive income (loss), net of tax attributable to:

STATS ChipPAC Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (53,377) 32,716

Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,699 9,358

(46,678) 42,074

The accompanying notes form an integral part of these financial statements.

F-49

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to Equity Holders of STATS ChipPAC Ltd.

ShareCapital

RetainedEarnings

ForeignCurrency

TranslationReserve

HedgingReserve

Total EquityAttributable to

STATSChipPAC Ltd.

Non-controllingInterest

TotalEquity

$’000 $’000 $’000 $’000 $’000 $’000 $’0002013Balances at 31 December 2012 . . . . 873,666 98,971 (2,349) 521 970,809 51,789 1,022,598Total comprehensive income (loss),

net of tax . . . . . . . . . . . . . . . . . . . . — (47,493) (5,495) (389) (53,377) 6,699 (46,678)Dividends paid by subsidiary . . . . . . — — — — — (5,131) (5,131)

Balances at 29 December 2013 . . . . 873,666 51,478 (7,844) 132 917,432 53,357 970,789

2012Balances at 26 December 2011 . . . . 873,666 82,408 (4,652) (13,329) 938,093 47,602 985,695Total comprehensive income, net of

tax . . . . . . . . . . . . . . . . . . . . . . . . . — 16,563 2,303 13,850 32,716 9,358 42,074Dividends paid by subsidiary . . . . . . — — — — — (5,171) (5,171)

Balances at 30 December 2012 . . . . 873,666 98,971 (2,349) 521 970,809 51,789 1,022,598

The accompanying notes form an integral part of these financial statements.

F-50

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

Year Ended29 December

201330 December

2012$’000 $’000

Cash Flows From Operating ActivitiesNet income (loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,079) 23,857Adjustments to reconcile net income to net cash provided by operating activities:

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,329 14,023Depreciation and amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302,508 286,407Gain on sale of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,816) (1,243)Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 24,100Asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,730 3,819Exchange offer and redemption expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,701 —Write-off of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,392 —Foreign currency exchange (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (948) 636Share of loss of associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 739Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,334) (1,518)Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,459 59,829Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,303) (2,405)

Changes in working capital:Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,602 (34,961)Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,148 (994)Other receivables, prepaid expense and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,983) 4,801Accounts payable, accrued operating expenses and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,253) 12,123Amounts due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 —Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,729) (14,014)

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 380,496 375,199

Cash Flows From Investing ActivitiesProceeds from maturity of bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,410 88,288Purchases of bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (89,248) (82,938)Acquisition of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,163) (5,424)Purchases of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (408,214) (387,067)Proceeds from divestment of associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 10,436Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 607 1,231Proceeds from sale of property, plant and equipment and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,927 4,099

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (412,681) (371,375)

Cash Flows From Financing ActivitiesRepayment of bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (235,483) (108,300)Proceeds from issuance of senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255,000 —Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,400) —Repurchase and redemption of senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (255,719) —Exchange offer of senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24,933) —Proceeds from bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314,731 139,300Distribution to non-controlling interest in subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,936) (5,054)Grants received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,780 2,233Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (55,750) (56,217)(Increase) decrease in restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 489 (21)

Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,221) (28,059)

Net decrease in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (41,406) (24,235)Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16) (18)Cash and cash equivalents at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170,558 194,811

Cash and cash equivalents at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,136 170,558

The accompanying notes form an integral part of these financial statements.

F-51

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

These notes form an integral part of the consolidated financial statements.

1. General Information

STATS ChipPAC Ltd. (“STATS ChipPAC” or the “Company” and together with its subsidiaries, the“Group”) is an independent provider of a full range of semiconductor packaging design, bump, probe,assembly, test and distribution solutions. STATS ChipPAC is headquartered in Singapore and hasmanufacturing facilities in South Korea, Singapore, China, Malaysia, and Taiwan (which includes the facilitiesof the Company’s 52%-owned Taiwan subsidiary, STATS ChipPAC Taiwan Semiconductor Corporation).STATS ChipPAC markets its services through its direct sales force in the United States, Singapore, SouthKorea, China, Malaysia, Taiwan, Japan and Switzerland.

STATS ChipPAC is listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”) and isincorporated and domiciled in Singapore. The registered office of the Company is at 10 Ang Mo Kio Street 65Techpoint #05-17/20 Singapore 569059.

2. Presentation of Financial Statements

The financial statements of STATS ChipPAC comply with the Singapore Financial Reporting Standards(“FRS”).

The financial statements for the year ended 29 December 2013 (including comparatives) were approvedand authorised for issue by the board of directors on 14 March 2014.

3. Summary of Significant Accounting Policies

(a) Basis of Preparation

The financial statements have been prepared on the basis of historical cost, except as disclosed in theaccounting policies below. The significant accounting policies set out below have been applied consistently toall periods presented in the financial statements.

The financial statements are presented in US dollars (“US$” or “$”) and all values are rounded to thenearest thousand (“$’000”) except where otherwise indicated.

(b) Changes in Significant Accounting Policies and Disclosure

Below are the mandatory standards, amendments and interpretations to existing standards that have beenpublished, and are relevant for the Group’s accounting periods beginning on or after 30 December 2013 orlater periods and which the Group has not early adopted:

• FRS 27 (revised 2011) Separate Financial Statements (effective for annual periods beginning on or after1 January 2014)

• FRS 28 (revised 2011) Investments in Associates and Joint Ventures (effective for annual periodsbeginning on or after 1 January 2014)

• Amendments to FRS 32 Offsetting Financial Assets and Financial Liabilities (effective for annualperiods beginning on or after 1 January 2014)

• Amendments to FRS 107 Disclosures-Offsetting Financial Assets and Financial Liabilities (effectivefor annual periods beginning on or after 1 January 2014)

• FRS 110 Consolidated Financial Statements (effective for annual periods beginning on or after1 January 2014)

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STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

• Amendments to FRS 110, FRS 111 and FRS 112 Consolidated Financial Statements, JointArrangements and Disclosure of Interests in Other Entities: Transition Guidance (effective for annualperiods beginning on or after 1 January 2014)

• FRS 111 Joint Arrangements (effective for annual periods beginning on or after 1 January 2014)

• FRS 112 Disclosure of Interests in Other Entities (effective for annual periods beginning on or after1 January 2014)

• Amendments to FRS 36 — Recoverable Amount Disclosures for Non-Financial Assets (effective forannual periods beginning on or after 1 January 2014)

The Group does not expect the adoption of the above FRSs, Interpretations of FRSs and amendments toFRS in the future periods to have a material impact on the financial statements of the Group in the period oftheir initial adoption.

(c) Fiscal/Financial Year

STATS ChipPAC’s 52-53 week fiscal year ends on the Sunday nearest and prior to 31 December. STATSChipPAC’s fiscal quarters end on a Sunday and are generally thirteen weeks in length. Fiscal year 2013, a52-week year, ended on 29 December 2013, and fiscal year 2012, a 53-week year, ended on 30 December2012. Unless otherwise stated, all years and dates refer to STATS ChipPAC’s fiscal years.

(d) Principles of Consolidation and Subsidiaries

The consolidated financial statements include the consolidated accounts of STATS ChipPAC and itsmajority-owned subsidiaries, being the companies that it controls. This control is normally evidenced whenthe Group is able to govern a company’s financial and operating policies so as to benefit from its activities orwhere the Group owns, either directly or indirectly, the majority of a company’s equity voting rights, or byway of contractual agreement unless in exceptional circumstances it can be demonstrated that ownership doesnot constitute control.

Subsidiaries are consolidated from the date of their acquisition, being the date on which the Groupobtains control, and continue to be consolidated until the date that such control ceases. The financialstatements of subsidiaries are prepared for the same reporting year as the parent company and adjustments aremade to bring any dissimilar accounting policies that may exist with the policies adopted by the Group. Allintercompany balances and transactions, including unrealised profits arising from intra-Group transactions,have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.

Non-controlling interests represent the portion of total comprehensive income and net assets insubsidiaries that is not held by the Group.

(e) Business Combination

Business combinations are accounted for using the acquisition method of accounting. The acquiredidentifiable assets, liabilities and contingent liabilities are measured at their fair values at the date ofacquisition. The consideration transferred for the acquisition is measured as the cash paid, the fair value ofother assets given and equity instruments issued by the acquirer and liabilities incurred or assumed at the dateof exchange by the acquirer to the former owners of the acquiree. The transaction cost of an acquisition isrecognised as expenses in the periods in which the costs are incurred and the services are rendered. Any excessof the consideration transferred over the net fair value of the identifiable assets, liabilities and contingentliabilities acquired is recognised as goodwill.

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STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(f) Issuances of Stock by Subsidiaries

Changes in the Group’s proportionate share of the underlying net equity of a subsidiary, which resultfrom the issuance of additional stock to third parties, are recognised as increases or decreases to equity.

(g) Foreign Currency Transactions

The Company predominantly utilises the U.S. dollar as its functional currency, which reflects theeconomic environment in which the activities of the Group are largely exposed to. Assets and liabilities whichare denominated in foreign currencies are converted into the functional currency at the rates of exchangeprevailing at the balance sheet date. Income and expenses which are denominated in foreign currencies areconverted at the average rates of exchange prevailing during the period. Foreign currency transaction gains orlosses are included in results of operations.

STATS ChipPAC Taiwan Semiconductor Corporation designates the New Taiwan Dollar as its functionalcurrency. Where the functional currency of a subsidiary is other than the Company’s U.S. dollar reportingcurrency, the financial statements are translated into U.S. dollars using exchange rates prevailing at thebalance sheet date for assets and liabilities and average exchange rates for the reporting period for the resultsof operations. Adjustments resulting from translation of such foreign subsidiary financial statements arereported within accumulated other comprehensive income (loss), which is reflected as a separate component ofequity.

(h) Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments that are readily convertible into knownamounts of cash and which are subject to an insignificant risk of changes in value, and have original maturitiesof three months or less. Cash and cash equivalents consisted of cash, deposit accounts and money marketfunds.

Investments in securities, investments or bank accounts subject to restrictions, other than restrictions dueto regulations specific to a country’s exchange controls or activity sector, are not presented as cash and cashequivalents but as restricted cash. Restricted cash consists of time deposits and government bonds held inconnection with foreign regulatory requirement and as collateral for bank loans.

(i) Derivative Instruments and Hedging Activities

The Group has established risk management policies for committed or forecasted exposures to protectagainst volatility of future cash flows. These programmes reduce, but do not always entirely eliminate, theimpact of the currency exchange, interest rate or commodities price movements. The Group uses derivativefinancial instruments such as forward currency contracts and interest rate swap contracts to hedge its risksassociated with foreign currency rate movement arising from its operations in various countries and interestrate fluctuations.

The Group recognises all derivatives as either assets or liabilities in the consolidated balance sheets andmeasures those instruments at fair value. Changes in the fair value of those instruments will be reported inearnings or other comprehensive income depending on the use of the derivative and whether it qualifies forhedge accounting. The accounting for gains and losses associated with changes in the fair value of derivativesand the effect on the consolidated financial statements will depend on the derivatives’ hedge designation andwhether the hedge is highly effective in achieving offsetting changes in the fair values of cash flows of theasset or liability hedged. Ineffectiveness of the hedge or termination of the hedged transaction requiresamounts to be classified from other comprehensive income (loss) to earnings.

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STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Certain foreign currency forward contracts entered into to economically hedge certain committedexposures are not designated as hedges. Accordingly, the changes in fair value of these foreign currencyforward contracts are reported in earnings.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated orexercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss on the hedging instrumentrecognised in equity is kept in equity until the forecast transaction occurs. If a hedged transaction is no longerexpected to occur or is unrecoverable, the net cumulative gain or loss recognised in equity is reported inearnings.

(j) Financial Assets

The Group classifies its financial assets at initial recognition in one of three categories: trading, available-for-sale, or held-to-maturity. Trading securities are bought and held principally for the purpose of selling themin the near term. Held-to-maturity securities are those securities in which the Group has the ability and intentto hold the security until maturity. All securities not included in trading or held-to-maturity are classified asavailable-for-sale.

Trading and available-for-sale securities are recorded at fair value. Held-to-maturity securities arerecorded at amortised cost, adjusted for the amortisation or accretion of premiums or discounts. Unrealisedholding gains and losses on trading securities are included in earnings. Unrealised holding gains and losses,net of the related tax effect, if any, on available-for-sale securities are excluded from earnings and are reportedas a separate component of other comprehensive loss until realised. Realised gains and losses from the sale ofavailable-for-sale securities are determined on a specific identification basis.

A decline in the market value of individual available-for-sale or held-to-maturity securities below costthat is deemed to be other than temporary results in a reduction in its carrying amount to fair value, with theimpairment charge related to credit losses being recognised in earnings, and amounts related to all otherfactors being recognised in other comprehensive loss. Premiums and discounts are amortised or accreted overthe life of the related held-to-maturity security as an adjustment to yield using the effective interest method.Dividend and interest income are recognised when earned. On disposal or impairment of the securities, thecumulative gains and losses recognised in other comprehensive income is reclassified from the equity to profitor loss.

(k) Accounts and Other Receivables

Accounts and other receivables are stated at their nominal value as reduced by appropriate allowances forestimated irrecoverable amounts. Allowances are made for collectability of accounts receivable when there isdoubt as to the collectability of individual accounts. The fair value of accounts and other receivables is notmaterially different from the carrying value presented. Collectability is assessed based on the age of thebalance, the customer’s historical payment history, its current credit-worthiness and current economic trends.

(l) Inventories

Inventories are stated at the lower of standard cost, which approximates actual cost determined on theweighted average basis, and net realisable value. Cost is generally computed on a standard cost basis, based onnormal capacity utilisation, with unrecoverable costs arising from underutilisation of capacity expensed whenincurred. Net realisable value is determined based on estimated selling price, less further costs expected to beincurred to completion and disposal. Reserves are established for excess and obsolete inventories based onestimates of salability and forecasted future demand. The Group generally does not take ownership ofcustomer supplied semiconductors, and accordingly does not include them as part of its inventories.

F-55

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(m) Goodwill

Goodwill represents the excess of the consideration transferred in a business combination over the fairvalue of the Group’s share of the identifiable net assets acquired. Goodwill is reviewed for impairment on anannual basis for its cash-generating-unit (“CGU”), and whenever there is an indication that the carrying valuemay be impaired. Any impairment is recognised immediately in profit or loss and is not subsequentlyreversed.

(n) Intangible Assets

The Group capitalises direct costs associated with acquisition, development or purchase of patent rightsand technology licenses for use in its processes. These costs are amortised over the shorter of the useful life orlicense period. In addition, intangible assets acquired in business combinations accounted for under theacquisition method of accounting are recorded at fair value on the Group’s consolidated balance sheet at thedate of acquisition. Management considered a number of factors when estimating fair value, includingappraisals, discounted cash flow analysis, estimated royalty rates and appropriate market comparables.

Acquired intangible assets are stated at cost less accumulated amortisation. Amortisation is calculated onthe straight-line method over the following periods:

Tradenames . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 yearsTechnology and intellectual property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 yearsCustomer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 yearsPatents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 to 19 yearsSoftware and licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 5 years

(o) Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.Depreciation is calculated on the straight-line method over the following periods:

Leasehold land and land use rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 to 99 yearsBuildings, mechanical and electrical installation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 25 yearsEquipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 to 8 years

No depreciation is provided on property, plant and equipment under installation or construction andfreehold land. Repairs and replacements of a routine nature are expensed, while those that extend the life of anasset are capitalised. Plant and equipment under finance leases are stated at the present value of minimumlease payments and are amortised straight-line over the estimated useful life of the assets.

(p) Impairment

The Group assesses at each reporting date, or when annual impairment assessment for an asset isrequired, whether there is an indication that an asset may be impaired. If any such indication exists, therecoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).Where the asset does not generate cash flows that are independent from other assets, the Group estimates therecoverable amount of the cash-generating unit to which the asset belongs.

Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of therelated business combination and represent the lowest level within the Group at which management monitorsgoodwill.

An impairment loss is recognised for the amount by which the asset’s or cash generating unit’s carryingamount exceeds its recoverable amount. Recoverable amount is the higher of fair value less costs to sell and

F-56

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

value in use. In estimating fair value, the Group considers the estimated market value from vendors and pricesof similar assets and comparable market analyses. In assessing value in use, being the present value ofestimated future cash flows expected to arise from the continuing use of an asset and from its disposal at theend of its useful life, the estimated future cash flows are discounted to their present value using a discount ratethat reflects current market assessments of the time value of money and the risks specific to the asset forwhich the estimates of future cash flows have not been adjusted. The estimates of fair value are determinedusing various valuation techniques with the primary technique being a discounted cash flow analysis. Adiscounted cash flow analysis requires the Group to make various judgmental assumptions includingassumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flowsand growth rates are based on the Group’s budget and long-term plans.

Impairment losses recognised in respect of property, plant and equipment and intangible assets (otherthan goodwill) may be reversed in a later period if the recoverable amount becomes greater than the carryingamount, within the limit of impairment losses previously recognised.

(q) Accounts and Other Payable

Accounts and other payables are stated at their nominal value. The fair value of accounts and otherpayable is not materially different from the carrying value presented.

(r) Interest Bearing Loans and Other Borrowings

Interest bearing loans and other borrowings are recognised initially at fair value less related transactioncosts. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with anydifference between cost and redemption value being recognised in the income statement over the period of theborrowings on an effective interest basis. Finance charges, including premiums payable on settlement orredemption and direct issue costs, are accounted for on an accruals basis and charged to the income statementon an effective interest basis.

Borrowing costs, to the extent they are directly attributable to the acquisition, production or constructionof qualifying assets that need a substantial period of time to get ready for their intended use or sale, arecapitalised until the assets are substantially completed for their intended use or sale.

(s) Equity Instrument

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

(t) Revenue Recognition

Revenue is derived primarily from wafer probe and bumping, packaging and testing of semiconductorintegrated circuits. Net revenues represent the invoiced value of goods and services rendered net of returns,trade discounts and allowances, and excluding goods and services tax.

Revenue is recognised when all significant risks and rewards of ownership of the goods and services aretransferred to the customer. Significant risks and rewards are generally considered to be transferred to thecustomers when the customer has taken undisputed delivery of the goods.

The Group generally does not take ownership of customer supplied semiconductors as these materials aresent to the Group on a consignment basis. Accordingly, the values of the customer supplied materials areneither reflected in revenue nor in cost of revenue.

Provisions are made for estimates of potential sales returns and discounts allowance for volume purchasesand early payments and are recorded as a deduction from gross revenue based upon historical experience andexpectations of customers’ ultimate purchase levels and timing of payment. Specific returns and discounts areprovided for at the time their existence is known and the amounts are estimable.

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STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(u) Grants

Government grants relating to property plant and equipment used for research and development activitiesare treated as deferred income and are credited to income on the straight-line basis over the estimated usefullives of the relevant assets. Other grants on subsidies of training and research and development expenses arecredited to income when it becomes probable that expenditures already incurred will constitute qualifyingexpenditures for purposes of reimbursement under the grants, which is typically substantially concurrent withthe expenditures.

(v) Share-Based Compensation

The Group maintains share-based compensation that grants contingent share awards or share purchaseoptions to directors and employees of the Group. The cost of share-based compensation is measured at fairvalue at the date at which they are granted and is expensed on a straight-line basis over the vesting period. Thefair value of share awards with non-market vesting conditions is determined based on the Group’s estimate ofawards and options that will eventually vest. The estimate of the number of awards likely to vest is reviewedat each balance sheet date up to the vesting date at which point the estimate is adjusted to reflect the currentexpectations. Any cumulative adjustment prior to vesting date is recognised in the current period. Noadjustment is made to the fair value after the vesting date even if the awards are forfeited or not exercised.

(w) Employee Benefit Plans

The Group provides post employment benefits through defined benefit plans as well as various definedcontribution plans. A defined contribution plan is a pension plan under which the Group pays fixedcontributions into an independent entity. The Group has no legal or constructive obligations to pay furthercontributions after its payment of the fixed contribution. The Group contributes to several state plans forindividual employees that are considered defined contribution plans.

Plans that do not meet the definition of a defined contribution plan are defined benefit plans. The definedbenefit plans sponsored by the Group defines the amount of pension benefit that an employee will receive onretirement by reference to length of service and final salary. The legal obligation for any benefits remains withthe Group, even if plan assets for funding the defined benefit plan have been set aside. Plan assets may includeassets specifically designated to a long-term benefit fund as well as qualifying insurance policies.

Provisions made in respect of employee benefits which are not expected to be settled within twelvemonths are measured as the present value of the estimated future cash outflows to be made by the consolidatedentity in respect of services provided by employees up to reporting date.

Short-term employee benefits in respect of wages and salaries, annual leave and sick leave are measuredat their nominal values using the remuneration rate expected to apply at the time of settlement.

(x) Leases

Agreements under which payments are made to owners in return for the right to use an asset for a periodare accounted for as leases. Leases that transfer substantially all the risks and rewards of ownership arerecognised at the commencement of the lease term as finance leases within property, plant and equipment anddebt at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments.Finance lease payments are apportioned between interest expense and repayments of debt. All other leases arerecorded as operating leases and the costs are recognised in income on a straight-line basis term, even if thepayments are not made on such a basis.

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STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(y) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive), as a result ofpast event, and it is probable that an outflow of resources, that can be reliably estimated, will be required tosettle such an obligation. Provisions are reviewed at each balance sheet date and are adjusted to reflect thecurrent best estimate.

The Group guarantees that work performed will be free from any defects in workmanship, materials andmanufacture generally for a period ranging from three to twelve months to meet the stated functionality asagreed to in each sales arrangement. Products are tested against specified functionality requirements prior todelivery, but the Group nevertheless from time to time experiences claims under its warranty guarantees. TheGroup accrues for estimated warranty costs under those guarantees based upon historical experience, and forspecific items at the time their existence is known and the amounts are determinable.

(z) Research and Development

As the Group cannot definitively distinguish the research phase from the development phase of itsinternal projects to create intangible assets, the Group treats the expenditure on its internal projects as if theywere incurred in the research phase only. Accordingly, all research and development costs are expensed asincurred.

(aa) Income Taxes

Tax expense recognised in earnings comprises the sum of deferred tax and current tax not recognised inother comprehensive income or directly in equity. Current income tax assets and/or liabilities comprise thoseobligations to, or claims from, taxation authorities relating to the current or prior reporting periods, that areunpaid or estimated to be payable at the reporting date. Current tax is payable on taxable profit, which differsfrom profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws thathave been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities are recognised for the future tax consequences attributable todifferences between the carrying amounts of existing assets and liabilities in the financial statements and theirrespective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities arecalculated, without discounting, at tax rates that are expected to apply to their respective period of realisation,provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax liabilitiesare always provided for in full. Deferred tax assets are recognised to the extent that it is probable that they willbe able to be utilised against future taxable income. However, deferred tax is not provided on the initialrecognition of goodwill, or on the initial recognition of an asset or liability unless the related transaction is abusiness combination and affects tax or accounting profit. Deferred tax assets and liabilities are offset onlywhen the Group has a right and intention to set off current tax assets and liabilities from the same taxationauthority.

In the ordinary course of business there is inherent uncertainty in quantifying the Group’s income taxpositions. The Group assesses its income tax positions and record tax benefits for all years subject toexamination based upon evaluation of the facts, circumstances, and information available at the reportingdates.

(bb) Earnings per Share

Basic earnings per share is computed by dividing net income attributable to ordinary shareholders ofSTATS ChipPAC Ltd. by the weighted average shares outstanding during the year. Diluted earnings per shareis calculated by assuming conversion or exercise of all potentially dilutive share options outstanding duringthe period plus other dilutive securities outstanding, such as convertible notes.

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STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(cc) Segment Reporting

Operating segments are components of an enterprise about which separate financial information isavailable that is evaluated regularly by management (chief operating decision makers) for the purpose ofmaking decisions about resources to be allocated and for assessing performance. Commencing in 2013, theGroup realigned its segment reporting for packaging and test business as a single business unit deliveringturnkey packaging and test solutions to customers. The Group considered developments and changes in itsbusiness to align the identification of its operating segments.

4. Critical Accounting Assumptions and Estimation Uncertainty

The preparation of financial statements requires the Group’s management to make certain assumptionsand estimates that affect the reported amount of assets and liabilities, and disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts of revenues and expenses during thereporting period. Despite regular reviews of these assumptions and estimates, based in particular on pastachievements or anticipations, facts and circumstances may lead to changes in these assumptions and estimatewhich could impact the reported amount of the Group’s assets, liabilities, equity or earnings. Theseassumptions and estimates are detailed in the following areas:

Revenue Recognition

Revenue recognition is impacted by the Group’s ability to estimate sales incentives, expected returns andprovisions for uncollectible receivables. The Group makes estimates of potential sales returns and discounts inwhich allowance for volume purchases and early payments is made as a deduction from gross revenue basedon historical experience and expectations of the customers’ ultimate purchase levels and payment timing.Actual revenues may differ from estimates if future customer purchases or payment timing differ, which mayhappen as a result of changes in general economic conditions, market demand for the customers’ products, orby customers’ desire to achieve payment timing discounts.

Allowances are made for collectability of accounts receivable when there is doubt as to the collectabilityof individual accounts. The Group considers various factors, including a review of specific transactions, age ofthe balance, the creditworthiness of the customers, historical payment experience and market and economicconditions when determining provisions for uncollectible receivables. Estimates are evaluated on a periodicbasis to assess the adequacy of the estimates. The Group mitigates its credit risk through credit evaluationprocess, credit policies, and credit control and collection procedures but these methods cannot eliminate allpotential credit risk losses. The actual level of debt collected may differ from the estimated levels of recoveryand additional allowances may be required in the future.

Valuation of Inventory

The valuation of inventory requires the Group to estimate obsolete or excess inventory as well asinventory that are not of saleable quality. The determination of obsolete or excess inventory requires theGroup to estimate the future demand from our customers within specific time horizons, generally six monthsor less. The estimates of future demand that is used in the valuation of inventories are based on the forecastsprovided by the customers. If inventory for specific customer forecast is greater than actual demand, theGroup may be required to record additional inventory reserves.

Depreciation and Amortisation

The Group’s operations are capital intensive and the Group has significant investment in testing andpackaging equipment. The Group depreciates its property, plant and equipment based on its estimate of theperiod that the Group expects to derive economic benefits from their use. The estimates of economic useful

F-60

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

lives are set based on historical experience, future expectations and the likelihood of technologicalobsolescence arising from changes in production techniques or in market demand for the use of our equipmentand machinery. However, business conditions, underlying technology and customers’ requirements maychange in the future which could cause a change in the useful lives. Any change in useful lives could have asignificant effect on the Group’s future operating results.

Valuation of Property, Plant and Equipment

Property, plant and equipment are reviewed for impairment whenever events or changes in circumstancesindicate that their carrying amounts may not be recoverable. Management judgment is critical in assessingwhether events have occurred that may impact the carrying value of property, plant and equipment.

Due to the nature of the business, which may include sudden changes in demand in the end markets, anddue to the fact that certain equipment is dedicated to specific customers, the Group may not be able toanticipate declines in the utilisation of its equipment and machinery. Generally, the Group considersconsecutive quarterly utilisation rate declines or projected utilisation deterioration or implication of naturaldisasters as principal factors for its impairment review. Consequently, additional impairment charges may benecessary in the future and this could have a significant negative impact on future operating results.

In determining the recoverable amount of equipment and machinery, the Group considers offers topurchase such equipment, comparable market analyses and expected future discounted cash flows. Discountedcash flows involves management estimates on selling prices, market demand and supply, economic andregulatory climates, production cost estimation, discount rates and other factors. Any subsequent changes tothe discounted cash flow due to changes in the above mentioned factors could impact on the carrying value ofthe assets.

Deferred Tax Asset and Uncertain Income Tax Positions

Tax provisions are recognised when it is considered probable (more likely than not) that there will be afuture outflow of funds to a taxing authority. In such cases, provision is made for the amount that is expectedto be settled, where this can be reasonably estimated. This requires the application of judgment as to theultimate outcome, which can change over time depending on facts and circumstances. A change in estimate ofthe likelihood of a future outflow and/or in the expected amount to be settled would be recognised in incomein the period in which the change occurs.

Deferred tax assets are recognised only to the extent it is considered probable that those assets will berecoverable. This involves an assessment of when those deferred tax assets are likely to reverse, and ajudgment as to whether or not there will be sufficient taxable profits available to offset the tax assets uponreversal. This requires assumptions regarding future business plan, profitability, tax planning strategies and istherefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be anincrease or decrease in the amounts recognised in respect of deferred tax assets as well as the amountsrecognised in income in the period in which the change occurs.

Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affectamounts recognised in income both in the period of change, which would include any impact on cumulativeprovisions, and in future periods.

Valuation of Goodwill

Goodwill is reviewed for impairment annually and whenever events or changes in circumstances indicatethe carrying value of an asset may not be recoverable. The determination of the recoverable amount of a CGU(or group of CGUs) to which goodwill is allocated involves the use of estimates by management. Fair value isdetermined based on a weighting of market or income approaches, or combination of both. Under the market

F-61

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

approach, fair value is estimated based on market multiples of revenue or earnings for comparable companies.Under the income approach, fair value is estimated based on the present value of estimated future cash flows.Determining fair value is judgmental in nature and involves the use of significant estimates and assumptions.These estimates and assumptions include revenue growth rates and operating margins used to calculateprojected future cash flows, risk-adjusted discount rates, future economic and market conditions, anddetermination of appropriate market comparables. These estimates, including the methodology used, can havea material impact on the respective values and ultimately the amount of any goodwill impairment.

Contingencies

The Group is subject to claims and litigations, which arise in the normal course of business. These claimsand litigations may include allegations of infringement of intellectual property rights of others, disputes overtax assessments, environmental liability, labour, products, as well as other claims of liabilities.

The Group assesses the likelihood of an adverse judgment or outcome for these matters, as well as therange of potential losses. A determination of the reserves required, if any, is made after careful analysis. Therequired reserves may change in the future due to new developments impacting the probability of a loss, theestimate of such loss, and the probability of recovery of such loss from third parties.

5. Cash and Cash Equivalents

29 December2013

30 December2012

$’000 $’000

Cash at banks and on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,694 87,680Cash equivalents

Bank fixed deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,507 77,926Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,935 4,952

129,136 170,558

Bank fixed deposits are made for periods of between one day and three months, depending on theimmediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

Cash and cash equivalents are deposited with financial institutions primarily in Singapore, Taiwan, theUnited States of America, British Virgin Islands, South Korea, China and Malaysia. Deposits in the financialinstitutions may exceed the amount of insurance provided on such deposits, if any. South Korean, Chinese,Taiwanese and Malaysian foreign currency exchange regulators may place restrictions on the flow of foreignfunds into and out of those countries. The Group is required to comply with these regulations when enteringinto transactions in foreign currencies in South Korea, China, Taiwan and Malaysia.

6. Bank deposits

29 December2013

30 December2012

$’000 $’000

Short-term and long-term bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,646 40,090Less: bank deposits pledged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,604) (489)

42,042 39,601

Bank deposits are made for periods more than three months depending on the cash requirements of theGroup and earn interest at the respective deposit rates. Certain bank deposits are pledged in relation toperformance security of the new factory construction in South Korea.

F-62

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The movement of bank deposits is as follows:

Year ended29 December

201330 December

2012$’000 $’000

Beginning of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,090 43,659Currency translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,409) 1,781Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,408 82,938Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (85,443) (88,288)

End of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,646 40,090Less: current amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,042 39,601

Non-current amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,604 489

7. Accounts Receivable29 December

201330 December

2012$’000 $’000

Accounts receivable — third parties, net of allowance for sales returns . . . 238,589 258,507Less: Allowance for impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (148) (464)

Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238,441 258,043

As of 29 December 2013, the Group entered into $36.0 million (2012: nil) non-recourse factoring ofaccounts receivable for cash under its cash realisation programme with bank, and the associated accountsreceivable were derecognised.

8. Other Receivables29 December

201330 December

2012$’000 $’000

Deposits and staff advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 487 817Taxes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,181 17,026Forward contracts receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 562 656Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,009 2,227

15,239 20,726

9. Inventories29 December

201330 December

2012$’000 $’000

Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,818 69,016Work-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,052 18,646Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,185 2,541

71,055 90,203

Inventories recognised in cost of revenues during 2013 amounted to $575.1 million (2012: $641.6million).

F-63

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10. Property, Plant and Equipment

FreeholdLand

LeaseholdLand andLand Use

Rights

Buildings,Construction In

Progress,Mechanical and

ElectricalInstallation Equipment Total

$’000 $’000 $’000 $’000 $’000

CostBalances at 31 December 2012 . . . . 9,946 19,864 362,227 2,915,156 3,307,193Additions . . . . . . . . . . . . . . . . . . . . . — — 72,685 434,781 507,466Capitalised interest on construction

in progress . . . . . . . . . . . . . . . . . . — — 173 — 173Disposal/write-off . . . . . . . . . . . . . . — — (597) (204,304) (204,901)Currency translation differences . . . (208) — (899) (5,830) (6,937)

Balances at 29 December 2013 . . . . 9,738 19,864 433,589 3,139,803 3,602,994

Accumulated depreciation andimpairment losses

Balances at 31 December 2012 . . . . — 4,770 152,898 1,906,575 2,064,243Additions . . . . . . . . . . . . . . . . . . . . . — 345 19,341 276,417 296,103Disposal/write-off . . . . . . . . . . . . . . — — (597) (201,587) (202,184)Impairment and restructuring

charge . . . . . . . . . . . . . . . . . . . . . — 4,258 8,010 6,657 18,925Currency translation differences . . . — — (595) (4,745) (5,340)

Balances at 29 December 2013 . . . . — 9,373 179,057 1,983,317 2,171,747

Net book value at 29 December2013 . . . . . . . . . . . . . . . . . . . . . . . 9,738 10,491 254,532 1,156,486 1,431,247

F-64

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FreeholdLand

LeaseholdLand andLand Use

Rights

Buildings,Construction In

Progress,Mechanical and

ElectricalInstallation Equipment Total

$’000 $’000 $’000 $’000 $’000

CostBalances at 26 December 2011 . . . . 11,239 19,864 315,548 2,675,989 3,022,640Additions . . . . . . . . . . . . . . . . . . . . . — — 54,359 355,590 409,949Disposal/write-off . . . . . . . . . . . . . . — — (2,083) (123,326) (125,409)Reclassification to current held for

sale assets . . . . . . . . . . . . . . . . . . (1,570) — (6,787) (646) (9,003)Currency translation differences . . . 277 — 1,190 7,549 9,016

Balances at 30 December 2012 . . . . 9,946 19,864 362,227 2,915,156 3,307,193

Accumulated depreciation andimpairment losses

Balances at 26 December 2011 . . . . 785 4,359 136,677 1,757,758 1,899,579Additions . . . . . . . . . . . . . . . . . . . . . — 411 19,584 260,192 280,187Disposal/write-off . . . . . . . . . . . . . . — — (2,082) (120,229) (122,311)Impairment charge . . . . . . . . . . . . . . — — 239 3,355 3,594Reclassification to current held for

sale assets . . . . . . . . . . . . . . . . . . (785) — (2,245) (646) (3,676)Currency translation differences . . . — — 725 6,145 6,870

Balances at 30 December 2012 . . . . — 4,770 152,898 1,906,575 2,064,243

Net book value at 30 December2012 . . . . . . . . . . . . . . . . . . . . . . . 9,946 15,094 209,329 1,008,581 1,242,950

The Group routinely reviews the remaining estimated useful lives of its equipment to determine if suchlives should be adjusted due to the likelihood of technological obsolescence arising from changes inproduction techniques or in market demand for the use of its equipment.

Property, plant and equipment of the Group with carrying amounts of $22.2 million (refer to Note 15) areprovided as security for bank borrowings.

In 2013, impairment charges of $17.7 million were recorded in connection with the intended closure ofthe Malaysia plant.

In 2012, impairment charges of $3.8 million were recorded to mainly align with the transition oftechnology in certain customers from leaded wirebonding to advanced packaging in Malaysia. The freeholdland, building and certain equipment in Thailand were reclassified to current held for sale assets (included inother current assets).

Leasehold land and land use rights represent payments to secure, on a fully-paid up basis, the use ofproperties where the Group’s facilities are located in Shanghai, China and Kuala Lumpur, Malaysia for aperiod of 50 and 99 years, respectively. The land use rights expire in the year 2044 for Shanghai, China and inthe year 2086 for Kuala Lumpur, Malaysia. The Singapore facilities are located in a building constructed onland held on a 30-year operating lease which is renewable for a further 30-year period subject to thefulfillment of certain conditions. The facilities in Hsin-Chu Hsien, Taiwan and Incheon City, South Korea arelocated on freehold land.

F-65

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

11. Intangible Assets

Tradenames

Technology andIntellectualProperty

CustomerRelationships

Patent Costs,Software,

Licenses andOthers Total

$’000 $’000 $’000 $’000 $’000

CostBalances at 31 December 2012 . . . . 7,700 32,000 99,300 63,430 202,430Additions . . . . . . . . . . . . . . . . . . . . . — — — 5,163 5,163Disposal/write-off . . . . . . . . . . . . . . — — — (90) (90)Currency translation differences . . . — — — 311 311

Balances at 29 December 2013 . . . . 7,700 32,000 99,300 68,814 207,814

Accumulated amortisationBalances at 31 December 2012 . . . . 7,700 26,933 99,300 32,136 166,069Additions . . . . . . . . . . . . . . . . . . . . . — 3,200 — 3,205 6,405Disposal/write-off . . . . . . . . . . . . . . — — — (12) (12)Currency translation differences . . . — — — 235 235

Balances at 29 December 2013 . . . . 7,700 30,133 99,300 35,564 172,697

Net book value at 29 December2013 . . . . . . . . . . . . . . . . . . . . . . . — 1,867 — 33,250 35,117

Tradenames

Technology andIntellectualProperty

CustomerRelationships

Patent Costs,Software,

Licenses andOthers Total

$’000 $’000 $’000 $’000 $’000

CostBalances at 26 December 2011 . . . . 7,700 32,000 99,300 58,388 197,388Additions . . . . . . . . . . . . . . . . . . . . . — — — 5,424 5,424Disposal/write-off . . . . . . . . . . . . . . — — — (413) (413)Currency translation differences . . . — — — 31 31

Balances at 30 December 2012 . . . . 7,700 32,000 99,300 63,430 202,430

Accumulated amortisationBalances at 26 December 2011 . . . . 7,700 23,733 99,300 29,476 160,209Additions . . . . . . . . . . . . . . . . . . . . . — 3,200 — 3,020 6,220Disposal/write-off . . . . . . . . . . . . . . — — — (371) (371)Currency translation differences . . . — — — 11 11

Balances at 30 December 2012 . . . . 7,700 26,933 99,300 32,136 166,069

Net book value at 30 December2012 . . . . . . . . . . . . . . . . . . . . . . . — 5,067 — 31,294 36,361

F-66

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Amortisation expense included in the consolidated income statement is analysed as follows:

29 December2013

30 December2012

$’000 $’000

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 852 968Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . 512 583Research and development expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,041 4,669

6,405 6,220

12. Goodwill

The carrying amounts of goodwill resulted from the acquisition of STATS ChipPAC TaiwanSemiconductor Corporation in 2001 and ChipPAC, Inc. in 2004.

In 2013, the Group realigned the composition of the cash-generating units to which the goodwill wasinitially allocated to reflect its packaging and test business as a single business unit delivering turnkeypackaging and test solutions to customers.

In 2012, goodwill was allocated to the following cash-generating units:

30 December2012$’000

South Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247,747China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,305Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,114Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,321

381,487

In 2012, the Group recognised an impairment charge of $24.1 million related to its cash-generating unitin Malaysia. The impairment charge was a result of the transition of technology in certain customers fromleaded wirebonding to advanced packaging.

The recoverable amounts of the CGU were determined based on value-in-use calculations. Cash flowprojections used in the value-in-use calculations were based on financial forecasts covering a three-year periodand extrapolated beyond the forecast period using estimated terminal growth rates of 3% (2012: 3%) andgroup discount rate of 10% (2012: cash-generating unit discount rates of 13% to 16%).

As the recoverable amount was significantly higher than the carrying amount of its CGU, the Groupbelieves that any reasonable change to the key assumptions of which the recoverable amount is based onwould not cause the carrying amount to exceed the recoverable amount.

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STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13. Accrued Operating Expenses29 December

201330 December

2012$’000 $’000

Staff costs and accrued restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . 55,004 45,027Purchase of raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,170 8,156Maintenance fees, license fees and royalties . . . . . . . . . . . . . . . . . . . . . . . . . 6,434 6,809Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,249 19,913Accruals for vacation liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,017 5,996Forward contracts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 359 —Other accrued operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,407 27,575

124,640 113,476

14. Income Taxes

Income tax expense consists of the following:Year Ended

29 December2013

30 December2012

$’000 $’000

Current tax:Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,387 13,051

Total current tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,387 13,051

Deferred tax:Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,173 1,048Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,769 (76)

Total deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,942 972

22,329 14,023

A reconciliation of the expected tax expense at the Singapore statutory rate of tax to actual tax expense isas follows:

Year Ended29 December

201330 December

2012$’000 $’000

Income tax (benefit) expense computed at Singapore statutory rate of17.0% (2012: 17.0%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,848) 6,440

Non-deductible expenses, including certain plant closure costs, debtrefinancing costs and capital reduction related costs . . . . . . . . . . . . . . . . 19,882 9,258

Non-taxable income, including income exemption . . . . . . . . . . . . . . . . . . . . (3,089) (3,227)Differences in tax rates, including undistributed earnings . . . . . . . . . . . . . . 10,101 16,017Effect of change in foreign statutory tax rate on deferred tax assets . . . . . . — (5,238)Taxable foreign exchange adjustment and foreign net operating loss . . . . . (1,929) (6,800)Utilisation of previously unrecognised tax benefits . . . . . . . . . . . . . . . . . . . (6,839) (2,727)Changes in tax estimates for prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,953 (130)Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,098 430

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,329 14,023

F-68

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The tax charge relating to each component of other comprehensive income is as follows:

Year Ended29 December

201330 December

2012$’000 $’000

Fair value gains and reclassification adjustments on cash flow hedges . . . . 75 1,137

Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 1,137

In 2013 and 2012, the Group recorded $6.0 million and $0.1 million, respectively, of net tax expense andnet tax benefit related to changes in tax estimates for prior years’ tax positions. Subsequent event charge of upto $5.0 million may be required to account for additional taxes related to tax contingency in connection withcontested tax examination ongoing in South Korea. In 2013 and 2012, we incurred approximately $32.8million and $45.7 million, respectively, of non-tax deductible expenses related to our capital reductiontransaction in 2010.

The deferred tax assets arose principally as a result of the deferred tax benefit associated with operatingloss carryforwards, investment tax credit, and research and development tax credits, reinvestment allowance,capital allowance and deductible temporary differences on property, plant and equipment. The tax effect ofsignificant items comprising the Group’s deferred tax assets and liabilities are as follows:

29 December2013

30 December2012

$’000 $’000

Deferred tax assets:Operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 841 1,656Investment, and research and development tax credits . . . . . . . . . . . . . . . 1,148 1,802Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,821 7,317

10,810 10,775Deferred tax liabilities:

Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,415 27,017Allowances and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,766 9,942Uncertain tax position and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,919 20,957

58,100 57,916

Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (47,290) (47,141)

F-69

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset currentincome tax assets against current tax liabilities and when the deferred taxes relate to the same fiscal authority.The amounts, determined after appropriate offsetting, are shown as follows:

29 December2013

30 December2012

$’000 $’000

Deferred tax assets:To be recovered within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —To be recovered after one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186 —

186 —

Deferred tax liabilities:To be settled within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,437 —To be settled after one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,039 47,141

47,476 47,141

In 2013 and 2012, the Group had approximately $95.8 million and $90.7 million, respectively, ofunrecognised tax losses available to offset against future taxable income, certain amounts of which will expirein varying amounts from 2014 to 2029.

In 2013 and 2012, the Group had unrecognised research and development, unutilised capital allowances,investment tax credits and reinvestment allowance, in the aggregate of $414.2 million and $433.1 million,respectively, which can be used to offset income tax payable in future years. Certain credits will expire invarying amounts from 2014 through 2019.

Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilisedagainst future taxable income. The ultilisation of deferred tax assets is dependent upon the generation of futuretaxable income during the periods in which those temporary differences become deductible. Managementconsiders the scheduled reversal of deferred tax liabilities, historical taxable income, projected future taxableincome based on business plans, and tax planning strategies in making this assessment.

In 2012, the Singapore Economic Development Board (“EDB”) extended the Company’s five year taxincentive for its Singapore operations, whereby certain qualifying income will be subject to a concessionarytax rate of 5% instead of the Singapore statutory rate of 17%, subject to the fulfillment of certain continuingconditions. The extended tax incentive will expire in June 2017.

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STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The movement in deferred tax assets and liabilities (prior to offsetting of balances within the same taxjurisdiction) is as follows:

Deferred tax assets

Operating LossCarry Forwards

Investments, Researchand Development Tax

Credits, andReinvestment Allowance Others Total

$’000 $’000 $’000 $’000

Balances at 31 December 2012 . . . . . . . . . 1,656 1,802 7,317 10,775Credits (charges) to:

Income Statement . . . . . . . . . . . . . . . . . (815) (654) 1,505 36Hedging Reserve . . . . . . . . . . . . . . . . . . — — — —

Currency translation differences . . . . . . . . — — (1) (1)

Balances at 29 December 2013 . . . . . . . . . 841 1,148 8,821 10,810

Balances at 26 December 2011 . . . . . . . . . 1,418 5,264 5,956 12,638Credits (charges) to:

Income Statement . . . . . . . . . . . . . . . . . 238 (3,462) 1,756 (1,468)Hedging Reserve . . . . . . . . . . . . . . . . . . — — (396) (396)

Currency translation differences . . . . . . . . — — 1 1

Balances at 30 December 2012 . . . . . . . . . 1,656 1,802 7,317 10,775

Deferred tax liabilities

Property, Plantand Equipment

Allowances andReserves

Uncertain TaxPosition and

Others Total$’000 $’000 $’000 $’000

Balances at 31 December 2012 . . . . . . . . . . 27,017 9,942 20,957 57,916Charges (credits) to:

Income Statement . . . . . . . . . . . . . . . . . . 1,398 1,373 1,207 3,978Hedging Reserve . . . . . . . . . . . . . . . . . . . — — 75 75

Currency translation differences . . . . . . . . . — — (11) (11)Settlement with taxing authorities . . . . . . . . — (3,549) (309) (3,858)

Balances at 29 December 2013 . . . . . . . . . . 28,415 7,766 21,919 58,100

Balances at 26 December 2011 . . . . . . . . . . 28,750 9,528 23,869 62,147Charges (credits) to:

Income Statement . . . . . . . . . . . . . . . . . . (1,757) 1,847 (586) (496)Hedging Reserve . . . . . . . . . . . . . . . . . . . — — 741 741

Currency translation differences . . . . . . . . . 24 — — 24Settlement with taxing authorities . . . . . . . . — (1,433) (3,067) (4,500)

Balances at 30 December 2012 . . . . . . . . . . 27,017 9,942 20,957 57,916

F-71

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

15. Borrowings

The borrowings of the Group carried at amortised cost are as follows:

29 December2013

30 December2012

$’000 $’000

4.5% senior notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 583,820 —5.375% senior notes due 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199,033 198,7157.5% senior notes due 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 593,894U.S. dollars floating rate secured term loan . . . . . . . . . . . . . . . . . . . . . . . . . 25,148 —U.S. dollars floating rate revolving credit facilities . . . . . . . . . . . . . . . . . . . 104,227 50,690

Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 912,228 843,299Less: borrowings repayable within one year . . . . . . . . . . . . . . . . . . . . . . . . . 37,947 50,690

Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 874,281 792,609

In February 2013, the Company commenced a private offer to exchange any and all of the outstanding$600.0 million of 7.5% Senior Notes due 2015 for U.S. dollar-denominated fixed rate senior notes due 2018.On 15 March 2013, upon the expiry of the exchange offer, an aggregate principal amount of $358.4 million of7.5% Senior Notes due 2015, representing 59.7% of these notes were validly tendered. The notes that werevalidly tendered in the exchange offer were cancelled immediately upon exchange for the new 4.5% SeniorNotes due 2018. On 20 March 2013, the Company issued a further $255.0 million of 4.5% Senior Notes due2018 to fund the redemption of the remaining outstanding $241.6 million of 7.5% Senior Notes due 2015 forcash proceeds of $247.6 million, after deducting debt issuance cost. On 19 April 2013, the Company redeemedthe remaining outstanding $246.1 million of 7.5% Senior Notes due 2015 for $255.7 million pursuant to theredemption price terms of the indenture. The Company financed the redemption with the proceeds from theissuance of the 4.5% Senior Notes due 2018 and short-term borrowings. The notes were cancelled uponredemption. Redemption premium of $15.7 million and debt issuance costs of $2.4 million were expensed inthe income statement in 2013.

The aggregate principal amount of 4.5% Senior Notes due 2018 issued pursuant to the exchange offer andprivate placement of these notes for cash amounted to $611.2 million. These notes are senior unsecuredobligations and are listed on the SGX-ST. These notes are guaranteed, on an unsecured senior basis, by all ofexisting subsidiaries (except STATS ChipPAC Shanghai Co., Ltd. and STATS ChipPAC TaiwanSemiconductor Corporation) (collectively “Non-Guarantor Subsidiaries”) and future restricted subsidiaries(except where prohibited by local law). These notes will mature on 20 March 2018 bearing interest at the rateof 4.5% per annum payable semiannually on 20 March and 20 September of each year, commencing20 September 2013. Prior to 20 March 2016, the Company may redeem all or part of these notes at any timeby paying a “make-whole” premium plus accrued and unpaid interest. The Company may redeem all, but notless than all, of these notes at any time in the event of certain changes affecting withholding taxes at 100% oftheir principal amount plus accrued and unpaid interest. On or after 20 March 2016, the Company may redeemall or a part of these notes at any time at the redemption prices specified under the terms and conditions ofthese notes plus accrued and unpaid interest. In addition, prior to 20 March 2016, the Company may redeemup to 35% of these notes with the net proceeds from certain equity offerings. Upon certain circumstancesincluding a change of control as defined in the indenture related to these notes, the Company may be requiredto offer to purchase these notes at 101% of their principal amount plus accrued and unpaid interest. TheGroup, with the exception of STATS ChipPAC Taiwan Semiconductor Corporation, are subject to thecovenant restrictions. Therefore the Non-Guarantor Subsidiaries and STATS ChipPAC Shanghai Co. Ltd. (the“China Non-Guarantor Subsidiary”) are also Restricted Subsidiaries as defined under these notes. Thecovenant restrictions, among other things, limit their ability to incur additional indebtedness, prepay

F-72

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

subordinated debts, make investments, declare or pay dividends, enter into transactions with related parties,sell assets, enter into sale and leaseback transactions, incur liens and encumbrances and enter into merger andconsolidations.

On 29 August 2012, the Company obtained a $50.0 million of revolving credit facility from DBS BankLtd. On 26 September 2013, the revolving credit facility was extended until February 2015 and the facilityamount was increased to $75.0 million. The purpose of the facility is for general corporate funding. As of29 December 2013, $20.0 million principal was outstanding on this facility. The principal and interest of the$20.0 million loan are payable on maturity in January 2014. The loan bears interest at the rate of 1% perannum.

On 31 July 2012, the Company obtained a $50.0 million revolving credit facility from Oversea-ChineseBanking Corporation Limited. On 27 September 2013, the revolving credit facility was extended until October2015 and the facility amount was increased to $75.0 million. The purpose of the facility is for generalcorporate funding. As of 29 December 2013, $47.1 million was outstanding under this facility. The principaland interest of the loan are payable on maturity in January 2014. The loan bears interest at the rate of 1% perannum.

On 26 September 2013, STATS ChipPAC Korea Ltd. entered into a $120.0 million five-year securedterm loan with Hana Bank. The purpose of the loan is to finance capital expenditures. The facility iscollateralised by equipment located at our Korean subsidiary and upon completion of construction, the Koreansubsidiary’s new facility in the Incheon Free Economic Zone. As of 29 December 2013, $25.1 million wasoutstanding under this facility. The principal of the loan is payable on maturity in September 2018. Theinterest of the loan is payable on a monthly basis. The loan bears interest at the rate of 4% per annum.

On 12 January 2011, the Company issued $200.0 million of 5.375% Senior Notes due 2016 for proceedsof $198.0 million after deducting debt issuance cost. These notes are fully and unconditionally guaranteed,jointly and severally, on an unsecured senior basis, by all of existing subsidiaries, except the Non-GuarantorSubsidiaries and our future restricted subsidiaries except where prohibited by local law. These notes are seniorunsecured obligations and are listed on the SGX-ST. On 18 January 2011, the Company repaid the$234.5 million outstanding principal under the $360.0 million senior credit facility with the net proceeds fromthe $200.0 million of 5.375% Senior Notes due 2016 and cash on hand. These notes will mature on 31 March2016, bearing interest at the rate of 5.375% per annum payable semi-annually on 31 March and 30 Septemberof each year, commencing 31 March 2011. Prior to 31 March 2014, the Company may redeem all or part ofthese notes at any time by paying a “make-whole” premium plus accrued and unpaid interest. The Companymay redeem all, but not less than all, of these notes at any time in the event of certain changes affectingwithholding taxes at 100% of their principal amount plus accrued and unpaid interest. On or after 31 March2014, the Company may redeem all or a part of these notes at any time at the redemption prices specifiedunder the terms and conditions of these notes plus accrued and unpaid interest. In addition, prior to 31 March2014, the Company may redeem up to 35% of these notes with the net proceeds from certain equity offerings.Upon certain circumstances including a change of control as defined in the indenture related to these notes, theCompany may be required to offer to purchase these notes at 101% of their principal amount plus accrued andunpaid interest. The Group, with the exception of STATS ChipPAC Taiwan Semiconductor Corporation, issubject to the covenant restrictions. Therefore the China Non-Guarantor Subsidiary is also a RestrictedSubsidiary as defined under these notes. The covenant restrictions, among other things, limit their ability toincur additional indebtedness, prepay subordinated debts, make investments, declare or pay dividends, enterinto transactions with related parties, sell assets, enter into sale and leaseback transactions, incur liens andencumbrances and enter into merger and consolidations.

Other unsecured revolving credit facilities comprised $200.0 million, $2.8 million, $25.9 million and$4.1 million of facilities issued to the Company and its subsidiaries in Korea, Taiwan and China, respectively.

F-73

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The purpose of these facilities is for general corporate funding. As of 29 December 2013, $38.0 million ofloans were outstanding and the principal and interest of the loans are payable on maturity in January 2014. Theloans bear interest at the rate of 1% per annum.

The exposure of the borrowings of the Group to interest rate changes and the contractual repricing datesat the balance sheet dates are as follows:

29 December2013

30 December2012

$’000 $’000

6 months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,375 50,6906 - 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —1 - 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 782,853 792,609

912,228 843,299

The fair value of the borrowings of the Group at the balance sheet dates are as follows:

29 December2013

30 December2012

$’000 $’000

4.5% senior notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608,096 —5.375% senior notes due 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205,536 209,6007.5% senior notes due 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 636,000U.S. dollars floating rate secured term loan . . . . . . . . . . . . . . . . . . . . . . . . . 25,148 —U.S. dollars floating rate revolving credit facilities . . . . . . . . . . . . . . . . . . . 104,227 50,690

943,007 896,290

The fair values of the senior notes are determined from the trading market prices of the senior notes as ofeach balance sheet date. The borrowings under the U.S. dollars term loan and revolving credit facilities atfloating rates are assumed to approximate their fair values.

The Group has lines of credit and banking facilities consisting of loans, overdrafts, letters of credit andbank guarantees, which amounted to an aggregate of $548.2 million, of which $372.4 million of creditfacilities and $38.6 million of other banking facilities were available on 29 December 2013.

16. Derivative Financial Instruments29 December 2013 30 December 2012

ContractNotionalAmount Asset Liability

ContractNotionalAmount Asset Liability

$’000 $’000 $’000 $’000 $’000 $’000Cash-flow hedges

— Currency forwards . . . . . . . . . . . . . . . 97,381 562 (359) 83,831 656 —

Total . . . . . . . . . . . . . . . . . . . . . . . . . . 562 (359) 656 —

The Group enters into forward contracts for hedging highly probable forecast transactions and accountsfor them as cash flow hedges and states them at fair value. Subsequent changes in fair value are recognised inequity until the hedged transactions occur, at which time the respective gains or losses are transferred to theincome statement.

F-74

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

17. Other Non-Current Liabilities29 December

201330 December

2012$’000 $’000

Accrued retirement and severance benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 4,530 1,532Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,698 20,000

24,228 21,532

Changes in accrued retirement and severance benefits in 2013 and 2012 are as follows:

29 December2013

30 December2012

$’000 $’000

Beginning of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,403 4,854Provision for retirement and severance benefits . . . . . . . . . . . . . . . . . . . . . . 18,480 2,252Severance payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,839) (1,084)Foreign currency loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 381Current portion of accrued retirement and severance benefit, included

within other accrued operating expenses (Note 13) . . . . . . . . . . . . . . . . . (14,340) —

End of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,724 6,403Payments on deposits with Korean National Pension Fund . . . . . . . . . . . . . (135) (136)Plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,059) (4,735)

Ending, net of payments on deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,530 1,532

18. Expenses by Nature

Expenses such as inventories recognised in cost of revenues, depreciation and amortisation, employeecompensation and rental expense on operating leases are disclosed elsewhere in the financial statements.

19. Exceptional Items

(a) Plant closure costs

The Malaysia plant closure costs were as follows:

Year Ended29 December

201330 December

2012$’000 $’000

Employee severance and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,203 —Property, plant and equipment impairment charges (Note 10) . . . . . . . . . . . 17,730 —Other associated costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 976 —

36,909 —

F-75

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(b) Flood related plan charges and insurance settlement

The charges incurred were as follows:

Year Ended29 December

201330 December

2012$’000 $’000

Held for sale asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000 —Other related charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 10,061

3,000 10,061

The insurance settlement received was as follows:

Year Ended29 December

201330 December

2012$’000 $’000

Flood related insurance settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,582 26,741

In 2013, the Group reached further insurance settlement of $19.6 million with its insurers as finalcompensation for business interruption insurance claims related to the flood in Thailand. This insurancerecovery was in addition to the $26.7 million obtained in 2012 as compensation for plant and equipmentdamages. The total insurance settlement was $46.3 million.

20. Employee CompensationYear Ended

29 December2013

30 December2012

$’000 $’000

Wages and salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 313,036 320,197Employer’s contribution to defined contribution plans including Central

Provident Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,351 24,209Other benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,844 31,849

370,231 376,255

21. Other Non-operating Income (Expenses), netYear Ended

29 December2013

30 December2012

$’000 $’000

Lease termination cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,000) —Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 477

(1,969) 477

22. Earnings Per Share

Basic earnings per share is calculated by dividing the net profit attributable to equity holders of STATSChipPAC Ltd by the weighted average number of ordinary shares outstanding during the financial year.

F-76

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Diluted earnings per share is calculated by dividing the net profit attributable to equity holders of STATSChipPAC Ltd. by the weighted average number of ordinary shares outstanding as adjusted for the effects of alldilutive potential ordinary shares from the assumed exercise of share options outstanding during the financialyear plus other potentially dilutive securities outstanding.

Year Ended29 December

201330 December

2012

Net income (loss) attributable to equity holders of STATS ChipPAC Ltd.($’000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (47,493) 16,563

Weighted average number of ordinary shares outstanding (basic) (’000) . . 2,202,218 2,202,218Weighted average dilutive shares from share plans (’000) . . . . . . . . . . . . . . — 2

Weighted average number of ordinary shares and equivalent ordinaryshares outstanding (diluted) (’000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,202,218 2,202,220

Net income (loss) per ordinary share attributable to equity holders ofSTATS ChipPAC Ltd.— Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.02) $ 0.01— Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.02) $ 0.01

The Group excluded certain potentially dilutive securities for each period presented from its diluted netincome per ordinary share computation because the exercise price of the securities exceeded the average fairvalue of the Group’s ordinary shares and therefore these securities were anti-dilutive.

The excluded potentially dilutive securities outstanding are as follows:

29 December2013

30 December2012

(’000) (’000)

Share plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,560 3,789

23. Share Capital, Share Options and Incentive Plans

On 29 October 2010, the Company effected a capital reduction pursuant to the shareholders’ approval inan extraordinary general meeting held on 27 September 2010. A cash distribution of $600.0 million at$0.27 for each ordinary share issued was made to the shareholders of the Company and the share capital of theCompany was accordingly reduced by the same amount.

The Company’s statutory issued share capital represented by 2,202,218,293 (2012: 2,202,218,293)ordinary shares pursuant to the Singapore Companies Act (Cap 50) is S$2,343.9 million as of 29 December2013. The amount was reduced by S$784.8 million ($600.0 million) in 2010 as a result of the capitalreduction.

At the Company’s annual shareholders’ meeting in April 2013, the Company obtained shareholdersapproval for the adoption of the STATS ChipPAC Ltd. Performance Share Plan 2013 (“PSP 2013”).

Awards granted under the PSP 2013 (each, an “Award”) represent the right of a participant to receivefully paid shares, their equivalent cash value or combinations thereof, free of charge, provided that certainprescribed performance targets and other conditions are met in accordance with the terms of the PSP 2013.Participants are not required to pay for the grant of Awards. Upon the Company achieving certain performancetargets set by the Executive Resource and Compensation Committee, the Awards will vest and ordinary sharesof the Company will then be delivered to the eligible employees with no exercise or purchase price and inaccordance with the terms of the PSP 2013. Awards granted under the PSP 2013 are generally not transferable.

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STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Vesting of Awards and determination of the number of shares deliverable at the end of the performanceperiod will depend on the extent of achievement of the strategic corporate performance condition(s) pre-set atthe beginning of the performance period. Depending on the level of performance achieved, the number ofshares to vest can vary from between 0% to 150% of the grant.

The total number of shares which may be delivered pursuant to Awards granted under the PSP 2013 onany date, when added to:

(a) the total number of new shares allotted and issued and/or to be allotted and issued, issued shares(including treasury shares) delivered and/or to be delivered, and shares delivered and/or to be delivered inthe form of cash in lieu of shares, pursuant to Awards granted under the PSP 2013; and

(b) the total number of shares which may be delivered pursuant to options and/or awards grantedunder any other share scheme adopted by the Company after the adoption date of the PSP 2013 and forthe time being in force;

shall not exceed 10% of the total number of issued shares (excluding shares held by the Company as treasuryshares) on the date preceding the date of the relevant Award.

Since the commencement of the PSP 2013 to the financial year ended 29 December 2013, 7,151,199Awards have been granted under the PSP 2013, representing the number of ordinary shares to be delivered ifthe performance targets set by the ERCC are achieved. No ordinary shares have been delivered under the PSP2013. In 2013 and 2012, no share-based compensation expense was recognised.

The following table summarises the fully vested share option activity in 2012 and 2013:

Options

WeightedAverageExercise

Price($’000)

Options outstanding at 25 December 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,285 1.26Lapsed and forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,496) 1.96

Options outstanding at 30 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,789 1.13Lapsed and forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,380) 1.54

Options outstanding at 29 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,409 1.47

Exercisable at 30 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,789 1.13

Exercisable at 29 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,409 1.13

The following table summarises information about share options outstanding at 29 December 2013 and30 December 2012:

Options Outstanding and Exercisable

NumberExercisable

WeightedAverage

RemainingContractual

Life

WeightedAverageExercise

Price

Range of Exercise Prices29 December

201330 December

201229 December

201330 December

201229 December

201330 December

2012(’000)

$0.29 to $0.29 . . . . . . . . . . . . . . — 10 — 0.2 years — $0.29$0.55 to $0.79 . . . . . . . . . . . . . . 91 216 1.0 years 1.1 years $0.65 $0.66$1.16 to $1.64 . . . . . . . . . . . . . . 1,318 3,563 0.1 years 0.8 years $1.16 $1.17

1,409 3,789 0.2 years 0.8 years

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STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

24. Other Reserves

(a) Composition29 December

201330 December

2012$’000 $’000

Hedging reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132 521Foreign currency translation reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,844) (2,349)

(7,712) (1,828)

(b) Movement

(i) Hedging reserve

Year ended29 December

201330 December

2012$’000 $’000

Beginning of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 521 (13,329)Fair value gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,232 8,042Reclassification of fair value (gains) losses to Income Statement . . . . . . . . (1,687) 6,560Tax on fair value changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 (752)

End of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132 521

(ii) Foreign currency translation reserve

Year ended29 December

201330 December

2012$’000 $’000

Beginning of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,349) (4,652)Currency translation differences arising from equity transaction . . . . . . . . . (3,796) —Net currency translation differences of financial statements of a foreign

subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 239Less: Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,716) 2,064

End of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,844) (2,349)

Other reserves are non-distributable.

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STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

25. Commitments and Contingencies

(a) Commitments

As of 29 December 2013 and 30 December 2012, unconditional purchase obligations consist of thefollowing:

29 December2013

30 December2012

$’000 $’000

Capital commitmentsBuilding, mechanical and electrical installation . . . . . . . . . . . . . . . . . . . . . . 175,062 12,287Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,396 196,646

Other commitmentsInventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,210 74,074

These unconditional purchase obligations include agreements to purchase goods or services that areenforceable and legally binding on the Group and specify all significant terms, including fixed or minimumquantities to be purchased, fixed or variable price provisions and the approximate timing of transactions. Theduration of these purchase obligations are generally less than 12 months, with exception of $4.2 millionrelated to the construction of a new facility in South Korea that is expected to be incurred in the next1-3 years.

The Group is party to certain royalty and licensing agreements which have anticipated cumulativepayments of approximately $33.4 million for 2014 through 2018.

The Group leases certain of its facilities in Singapore, South Korea and the United States under operatinglease arrangements and has lease agreements for the land located in Singapore, Malaysia and China related toits facilities in these locations. Operating lease rental expense in 2013 and 2012 was $9.3 million and $9.1million, respectively.

The Group has leased certain plant and equipment under operating leases. These leases extend through2014. Operating lease rental expenses, including amortisation of lease prepayments, in respect of these leasesin 2013 and 2012 were $22.1 million and $16.7 million, respectively.

These leases have varying escalation clauses and renewal rights.

Future minimum lease payments under non-cancelable operating leases contracted for at the balance sheetdate but not recognised as liabilities were:

29 December2013

30 December2012

$’000 $’000

Not later than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,896 18,721Between one and five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,872 17,954Later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,337 4,783

168,105 41,458

(b) Contingencies

The Company is subject to claims and litigations that arise in the normal course of business. These claimsmay include allegations of infringement of intellectual property rights of others as well as other claims ofliability. The Company accrues liability associated with these claims and litigations when they are probableand reasonably estimable.

F-80

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In February 2006, the Company, STATS ChipPAC Inc. (“ChipPAC”), and STATS ChipPAC (BVI)Limited were named as defendants in a patent infringement lawsuit filed in the United States Federal Court forthe Northern District of California. The plaintiff, Tessera Inc. (“Tessera”) has asserted that semiconductor chippackaging, specifically devices having Ball Grid Array (“BGA”) and multi-chip BGA configurations used bythe defendants, infringe certain patents of Tessera. As of September 2010, all of the asserted patents haveexpired.

On 29 January 2013, the Company, ChipPAC and STATS ChipPAC (BVI) Limited signed a definitivePatent License and Settlement Agreement with Tessera (the “Agreement”). This Agreement results in thedismissal of all claims and counterclaims between Tessera and the Company, ChipPAC and STATS ChipPAC(BVI) Limited and ends the patent litigation between the companies. Under the Agreement, the Company hasagreed to make scheduled payments to Tessera, the discounted value of which the Company has fullyprovisioned for and recorded under the selling, general and administrative expenses in 2012. The Agreementalso provides the Company and its subsidiaries, including ChipPAC and STATS ChipPAC (BVI) Limited,with a 5-year license to Tessera’s complete patent portfolio for semiconductor packaging technology.

The Group also, from time to time, receives from customers request for indemnification against pendingor threatened infringement claims brought against such customers, such as the Tessera cases described above.The resolution of any future allegation or request for indemnification could have a material adverse effect onthe Group’s business, financial condition and results of operations.

In addition, the Group is subject to various taxes in the different jurisdictions in which it operates. Theseinclude taxes on income, property, goods and services, and other taxes. The Group submits tax returns andclaims with the appropriate government taxing authorities, which are subject to examination and agreement bythose taxing authorities. The Group regularly assesses the likelihood of adverse outcomes resulting from theseexaminations to determine adequacy of provision for taxes. Refer to Note 14 for additional information on taxcontingencies.

26. Restructuring Charges

In 2013, the Group recorded severance and related charges of $1.9 million related to the Group’sannounced restructuring actions to reduce operating costs in operations and support functions to align costswith business conditions. In 2012, severance and related charges of $5.7 million were incurred.

27. Financial Risk Management

The Group operates in various countries and therefore is subject to several risks and uncertaintiesincluding financial risks. The Group’s risk management functions to mitigate the various financial risks towhich the businesses are exposed to in the course of their daily operations. The risk management covers areassuch as capital management, liquidity risk, foreign currency risk, commodity price risk, interest rate risk andcredit risk. The Group’s overall risk management approach is to moderate the effects of such volatility on itsfinancial performance. The Group uses derivatives to hedge specific exposures.

Capital Management

The Group regularly reviews its financial position, capital structure and use of capital, with the objectiveof achieving long-term capital efficiency, optimum shareholders’ total returns and proper strategic positioning.In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of return ofcapital and distributable earnings to shareholders, issue new shares, obtain new borrowings or sell assets toreduce borrowings.

The Group manages the use of capital centrally and all borrowings to fund the operations of thesubsidiaries are managed by the Company. The capital employed by the Group consists of equity attributableto shareholders, bank borrowings from financial institutions and borrowings from senior notes issuance.

F-81

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Group is in compliance with all externally imposed capital requirements in 2013 and 2012, whichprimarily arises from its borrowing facilities. There were no changes in the Group’s approach to capitalmanagement during the year.

Foreign Currency Risk

A portion of the Group’s costs is denominated in various foreign currencies, like the Singapore dollar, theSouth Korean Won, the Chinese Renminbi, the Malaysian Ringgit, the New Taiwan dollar and the JapaneseYen. As a result, changes in the exchange rates of these currencies or any other applicable currencies to theU.S. dollar will affect cost of goods sold and operating margins and could result in exchange losses. Based onthe Group’s overall currency rate exposure, the Group has adopted a foreign currency hedging policy forcommitted or forecasted currency exposures. The Group may utilise foreign currency swaps as well as foreignexchange forward contracts and options. The goal of the hedging policy is to effectively manage riskassociated with fluctuations in the value of the foreign currency, thereby making financial results more stableand predictable in the short-term. Over the longer-term, however, permanent changes in exchange rate offoreign currencies would have an impact on earnings.

The Group has entered into foreign currency contracts with nominal contract value of $97.4 million and$83.8 million in 2013 and 2012, respectively, to mitigate currency risks associated with payroll costs,materials costs and other costs denominated in these foreign currencies to reduce its exposure from futureexchange rate fluctuations. These programmes reduce, but do not always entirely eliminate, the impact ofcurrency exchange movements. The duration of these instruments are generally less than twelve months.

The Group is also exposed to the adverse movement in the exchange rates for all the currencies relative tothe U.S. dollar on the Group’s foreign currencies denominated assets and liabilities. Sensitivity analyses ofchange in the fair values arising from a hypothetical 10% adverse movement in the exchange rates for all theforeign currencies relative to the U.S. dollar, with all other variables held constant, after taking into accountoffsetting positions, would result in a foreign exchange loss of $1.3 million each as of 29 December 2013 and30 December 2012, respectively.

Commodity Price Risk

The Group purchases certain raw materials in the normal course of business, which are affected bycommodity prices. Therefore, the Group is exposed to some price volatility related to various marketconditions outside its control. However, the Group employs various purchasing and pricing contracttechniques in an effort to minimise volatility. Generally these techniques include setting in advance the pricefor products to be delivered in the future. The Group does not generally make use of financial instruments tohedge commodity prices, partly because of the contract pricing utilised. While commodity price volatility canoccur, which would impact profit margins, there are generally alternative suppliers available. The Group mayundertake hedging activity in commodities to a limited degree. Hedging may be used primarily as a riskmanagement tool and, in some cases, to secure future cash flows in cases of high volatility by entering intoforward contracts or similar instruments.

Interest Rate Risk

The Group’s exposure to market risk associated with changes in interest rates primarily relates to itsinvestment portfolio and debt obligations. Investments are placed in time deposits and marketable securities.The Group has no material cash flow exposure due to rate changes for cash equivalents and short-terminvestments. Longer-term borrowings are therefore usually at fixed rates. As at 29 December 2013, 85.8%(2012: 94.0%) of the total debt was at fixed interest rates and the balance was at variable interest rates. TheGroup’s borrowings in senior notes are subject to fixed interest rates. As of 29 December 2013, the Group’ssenior notes due 2016 and 2018 bear interest of 5.375% and 4.5% per annum, respectively.

F-82

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Credit Risk

The Group’s customers are comprised of companies in the semiconductor industry located primarily inthe United States of America, Asia and Europe. The semiconductor industry is highly cyclical and experiencessignificant fluctuations in customer demand, evolving industry standards, competitive pricing pressure thatleads to steady declines in average selling prices, rapid technological changes, risk associated with foreigncurrencies and enforcement of intellectual property rights. Additionally, the market in which the Groupoperates is very competitive. As a result of these industry and market characteristics, key elements ofcompetition in the independent semiconductor packaging market include breadth of packaging offerings, time-to-market, technical competence, design services quality, production yields, reliability of customer service andprice. The Group’s largest customer accounted for approximately 30% and 27% of revenues in 2013 and 2012,respectively. The Group’s ten largest customers collectively accounted for approximately 68.0% and 67.3% ofrevenues in 2013 and 2012, respectively. The Group generally does not require collateral on its tradereceivables. The Group mitigates the concentration of credit risk in trade receivables through the Group’scredit evaluation process, credit policies, credit control and collection procedures but these methods cannoteliminate all potential credit risk losses. The withdrawal of commitment from any major customer forproducts, or reduced or delayed demand or the loss of or default by any of these major customers could havean adverse effect upon the Group’s financial position, results of operations and cash flows.

The age analysis of trade receivables that are past due but not impaired is as follows:

29 December2013

30 December2012

$’000 $’000

Past due less than 30 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,200 21,81930-60 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,140 1,22361-90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,309 208More than 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,662 638

31,311 23,888

The carrying amount of trade receivables individually determined to be impaired and the movements inthe related allowance for impairment are as follows:

29 December2013

30 December2012

$’000 $’000

Gross amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148 464Less: Allowance for impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (148) (464)

— —

Beginning of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 464 523Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 482 1,187Utilised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Write-back . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (798) (1,246)

End of financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148 464

Cash and cash equivalents are deposited with financial institutions primarily in Singapore, Taiwan, theUnited States of America, British Virgin Islands, South Korea, China and Malaysia. Deposits in the financialinstitutions may exceed the amount of insurance provided on such deposits, if any. The Group mitigatesdefault risk by investing in marketable securities that are of at least an “A” rating, as assigned by aninternationally recognised credit rating organisation, and major Singapore banks and government-linkedcompanies. The Group utilises forward contracts to protect against the effects of foreign currency fluctuations.

F-83

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Such contracts involve the risk of non-performance by the counterparty, which could result in a material loss.The Group has not experienced any such losses to date from nonperformance by its counterparties. SouthKorean, Chinese and Malaysian foreign currency exchange regulators may place restrictions on the flow offoreign funds into and out of those countries. The Group is required to comply with these regulations whenentering into transactions in foreign currencies in South Korea, China and Malaysia.

Liquidity Risk

The Group’s principal source of liquidity consists of cash flows from operating activities, bank facilities,debt financing, and existing cash and cash equivalents and marketable securities. As of 29 December 2013, theGroup had cash, cash equivalents and bank deposits of $182.8 million (2012: $210.6 million). The Group alsohas available lines of credit and banking facilities consisting of loans, overdrafts, letters of credit and bankguarantees, including those available to its consolidated subsidiaries, which amounted to an aggregate of$548.2 million (2012: $281.1 million), of which $372.4 million (2012: $175.4 million) of credit facilities and$38.6 million (2012: $42.0 million) of other banking facilities were available as of 29 December 2013.Liquidity needs arise primarily from servicing outstanding debts, working capital needs and the funding ofcapital expenditures and investments. Capital expenditures are largely driven by the demand for the Group’sservices, primarily to increase packaging and testing capacity, to replace packaging and testing equipmentfrom time to time, and to expand the facilities and service offerings.

The maturity profile of the Group’s financial liabilities based on the remaining period from the balancesheet date to the contractual maturity date is given in the table below. The figures reflect the contractualundiscounted cash obligation of the Group:

As at 29 December 2013< 1 year 1-2 years 2-5 years > 5 years Total

$’000 $’000 $’000 $’000 $’000

Accounts and other payables . . . . . . . . . . . . 138,004 — — — 138,004Payables related to property, plant and

equipment . . . . . . . . . . . . . . . . . . . . . . . . . 141,998 — — — 141,998Accrued operating expenses . . . . . . . . . . . . . 124,640 — — — 124,640Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . 38,000 67,100 836,300 — 941,400Amounts due to related parties . . . . . . . . . . . 100 — — — 100

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 442,742 67,100 836,300 — 1,346,142

As at 30 December 2012< 1 year 1-2 years 2-5 years > 5 years Total

$’000 $’000 $’000 $’000 $’000

Accounts and other payables . . . . . . . . . . . . 164,301 — — — 164,301Payables related to property, plant and

equipment . . . . . . . . . . . . . . . . . . . . . . . . . 42,746 — — — 42,746Accrued operating expenses . . . . . . . . . . . . . 113,476 — — — 113,476Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . 51,000 — 800,000 — 851,000Amounts due to related parties . . . . . . . . . . . 28 — — — 28

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 371,551 — 800,000 — 1,171,551

The interest payments on the Group’s borrowings due within one year, 1-2 years and 2-5 years amount to$39.2 million (2012: $55.8 million), $39.2 million (2012: $55.8 million) and $76.6 million (2012:$61.0 million), respectively.

F-84

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Estimation of Fair Value

The accounting classification of each category of financial instruments, and their carrying amounts, are asfollows:

29 December2013

30 December2012

$’000 $’000

Financial assetsCash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,136 170,558Bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,646 40,090Loan and receivables— Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238,441 258,043— Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,239 20,726

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 436,462 489,417

Financial liabilitiesFinancial liabilities at nominal value and amortised cost— Accounts and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (138,004) (164,301)— Payables related to property, plant and equipment purchases . . . . . . . . . (141,998) (42,746)— Accrued operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (124,640) (113,476)— Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (912,228) (843,299)— Amounts due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (100) (28)— Accrued retirement and severance benefits . . . . . . . . . . . . . . . . . . . . . . . (4,530) (1,532)— Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,698) (20,000)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,341,198) (1,185,382)

Fair value for measurements are estimates of the amounts for which assets or liabilities (includingfinancial instruments and other derivative contracts) could be exchanged at the measurement date, based onthe assumption that such exchanges take place between knowledgeable, unrelated parties in unforcedtransactions. Where available, fair value measurements are derived from prices quoted in active markets foridentical assets or liabilities. In the absence of such information, other observable inputs are used to estimatefair value. Where publicly available information is not available, fair value is determined using estimationtechniques that take into account market perspectives relevant to the asset or liability, in as far as they canreasonably be ascertained, based on predominantly unobservable inputs.

The Group uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measuredat fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurringbasis, in periods subsequent to their initial measurement. These tiers include: Level 1, defined as quotedmarket prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quotedprices in markets that are not active, model-based valuation techniques for which all significant assumptionsare observable in the market, or other inputs that are observable or can be corroborated by observable marketdata for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs thatare not corroborated by market data.

F-85

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following tables set forth the Group’s financial assets and liabilities, excluding interest componentsthat were accounted for at fair value on a recurring basis as of 29 December 2013 and 30 December 2012,respectively:

Fair Value Measurementas of 29 December 2013

Level 1 Level 2 Level 3 Total$’000 $’000 $’000 $’000

Assets:Foreign currency forward contracts . . . . . . . . . . . . . . . . . . . . . . . — 562 — 562

Total assets measured and recorded at fair value . . . . . . . . . . . . . . . — 562 — 562

Liabilities:Foreign currency forward contracts . . . . . . . . . . . . . . . . . . . . . . . — (359) — (359)

Total liabilities measured and recorded at fair value . . . . . . . . . . . . — (359) — (359)

Fair Value Measurementas of 30 December 2012

Level 1 Level 2 Level 3 Total$’000 $’000 $’000 $’000

Assets:Foreign currency forward contracts . . . . . . . . . . . . . . . . . . . . . . . — 656 — 656

Total assets measured and recorded at fair value . . . . . . . . . . . . . . . — 656 — 656

Liabilities:Foreign currency forward contracts . . . . . . . . . . . . . . . . . . . . . . . — — — —

Total liabilities measured and recorded at fair value . . . . . . . . . . . . — — — —

28. Immediate and Ultimate Holding Corporations and Subsidiaries

The Group’s immediate holding corporation is Singapore Technologies Semiconductors Pte Ltd(“STSPL”), incorporated in Singapore. The ultimate holding corporation is Temasek Holdings (Private)Limited (“Temasek”), incorporated in Singapore. Temasek, through its wholly-owned subsidiary, STSPL,beneficially owned approximately 83.8% of the Company as of 29 December 2013. Temasek, a private limitedcompany incorporated in Singapore, is wholly-owned by the Singapore Government through the Minister forFinance.

F-86

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The significant subsidiaries of the Company are as follows:

Name of Subsidiary Principal ActivitiesCountry of

Incorporation

Effective PercentageHoldings

2013 2012

STATS ChipPAC (Barbados) Ltd.# Investment holding Barbados 100% 100%

STATS ChipPAC (BVI) Limited* Investment holding, turnkeypackaging and test services,warehousing services, researchand development

British VirginIslands

100% 100%

STATS ChipPAC Korea Ltd.# Turnkey packaging and testservices, research anddevelopment, warehousingservices and drop shipmentservices

South Korea 100% 100%

STATS ChipPAC Malaysia Sdn.Bhd.#

Turnkey packaging and testservices, warehousing servicesand drop shipment services

Malaysia 100% 100%

STATS ChipPAC Shanghai Co.,Ltd#

Turnkey packaging and testservices, flip-chip, research anddevelopment, warehousingservices, and drop shipmentservices

China 100% 100%

STATS ChipPAC Taiwan Co., Ltd.# Solder bump services for flipchip, and wafer level chip scalepackage assembly

Taiwan 100% 100%

STATS ChipPAC TaiwanSemiconductor Corporation+

Test services, research anddevelopment, warehousingservices, and drop shipmentservices

Taiwan 52% 52%

STATS ChipPAC, Inc.* Sales, marketing, administrationand research and development

Delaware, USA 100% 100%

# Audited by member firms of PricewaterhouseCoopers, in the respective countries

+ Audited by KPMG, Taiwan

* Not required to be audited under the laws of its country of incorporation

29. Related Party Transactions

As of 29 December 2013, Temasek, through its wholly-owned subsidiary, STSPL, beneficially owned1,845,715,689 ordinary shares, representing 83.8% of the Company’s ordinary shares.

The Group’s operations in Singapore are conducted in a building constructed on land held on a long-termoperating lease from a statutory board of the Government of Singapore. The lease is for a 30-year periodcommencing 1 March 1996 and is renewable for a further 30 years subject to the fulfillment of certainconditions.

The Group has $0.1 million each of cash and cash equivalents placed with Temasek affiliated financialinstitutions as of 29 December 2013 and 30 December 2012, respectively.

F-87

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Group also engages in transacting with other companies, directly or indirectly controlled byTemasek, in the ordinary course of business. These transactions, which include transactions for gas, water andelectricity, facilities management, transportation and telecommunication services, are at their prevailingmarket rates or prices and on customary terms and conditions. These expenses amounted to $5.1 million and$4.8 million in 2013 and 2012, respectively.

The amounts owing by (to) related parties were as follows:

29 December2013

30 December2012

$’000 $’000

Short-term amounts due to related partiesAccounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (100) (28)

Directors and Key Executives Compensation29 December

201330 December

2012$’000 $’000

Non-Executive Directors’ fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 639 580Key Executives’ remuneration(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,605 5,425

4,244 6,005

Note:

(1) Key executives remuneration in 2013 mainly relates to base salary and other fixed short-term benefits.

30. Business Segment, Geographic and Major Customer Data

Commencing in 2013, the Group realigned its segment reporting for packaging and test business as asingle business unit delivering turnkey packaging and test solutions to customers. The Group considereddevelopments and changes in its business to align the identification of its operating segments.

Net revenues by geographical areas (identified by location of customer headquarters) were:

Year Ended29 December

201330 December

2012$’000 $’000

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,106,105 1,159,636Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303,951 313,870Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188,466 228,043

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,598,522 1,701,549

F-88

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Long-lived assets by geographical area were:Year Ended

29 December2013

30 December2012

$’000 $’000

Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 558,892 422,607South Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336,547 305,071China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 304,653 311,871Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192,907 133,722United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270 1,785Rest of Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,978 67,894

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,431,247 1,242,950

The Group’s largest customer accounted for approximately 30% and 27% of revenues in 2013 and 2012,respectively. The Group’s ten largest customers collectively accounted for approximately 68.0% and 67.3% ofrevenues in 2013 and 2012, respectively.

31. Guarantor Subsidiaries and Non Guarantor Subsidiaries

In January 2011 and March 2013, the Company issued $200.0 million of 5.375% Senior Notes due 2016and $611.2 million of 4.5% Senior Notes due 2018, respectively, which are fully and unconditionallyguaranteed, jointly and severally, on a senior basis, by its subsidiaries, with the exception of the Non-Guarantor Subsidiaries. Of the Non-Guarantor Subsidiaries, the China Non-Guarantor Subsidiary is aRestricted Subsidiary as defined under these notes. STATS ChipPAC Taiwan Semiconductor Corporation,which is not a wholly-owned subsidiary, is not a Restricted Subsidiary. These notes are the Company’s seniorunsecured obligations and are listed on the SGX-ST.

For the financial year ended 29 December 2013, the Non-Guarantor Subsidiaries, after eliminations oftransactions and balances within these entities (but before taking into account any transactions and balancesbetween the Non-Guarantor Subsidiaries, the guarantor subsidiaries and STATS ChipPAC Ltd.), generated$377.7 million of net revenues (representing 23.6% of the Group’s consolidated net revenues) and $16.9million of operating income (representing 48.7% of the Group’s consolidated operating income). Theoperating income for the financial year ended 29 December 2013 included exceptional income (expenses) of$(20.3) million related to the Thailand flood and closure of its Malaysia subsidiary that are reflected in theguarantor subsidiaries. Excluding the exceptional items, the Non-Guarantor Subsidiaries’ operating incomerepresented 30.7% of the Group’s consolidated operating income. As of 29 December 2013, the Non-Guarantor Subsidiaries held $606.3 million of assets (representing 25.4% of the Group’s consolidated totalassets).

For the financial year ended 29 December 2013, STATS ChipPAC Korea Ltd. generated $596.7 millionof net revenues (representing 37.3% of the Group’s consolidated net revenues) and $29.0 million of operatingincome (representing 83.6% of the Group’s consolidated operating income). Excluding the exceptional items,STATS ChipPAC Korea Ltd.’s operating income represented 52.7% of the Group’s consolidated operatingincome. As of 29 December 2013, STATS ChipPAC Korea Ltd. held $726.2 million of assets (representing30.5% of the Group’s consolidated total assets).

For the financial year ended 29 December 2013, the China Non-Guarantor Subsidiary generated $328.6million of net revenues (representing 20.6% of the Group’s consolidated net revenues) and $3.8 million ofoperating loss (representing 10.9% of the Group’s consolidated operating income). Excluding the exceptionalitems, the China Non-Guarantor Subsidiary’s operating loss represented (6.9)% of the Group’s consolidatedoperating income. As of 29 December 2013, the China Non-Guarantor Subsidiary held $485.8 million ofassets (representing 20.4% of the Group’s consolidated total assets).

F-89

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of 29 December 2013, STATS ChipPAC Korea Ltd. had indebtedness outstanding of $25.1 millionand approximately $113.1 million of trade payables and other liabilities outstanding.

As of 29 December 2013, the China Non-Guarantor Subsidiary had no indebtedness and $153.4 millionof trade payables and other liabilities outstanding and STATS ChipPAC Taiwan Semiconductor Corporationhad no indebtedness and $8.8 million of trade payables and other liabilities outstanding.

F-90

STATS ChipPAC Ltd.Reg No.: 199407932D

FINANCIAL STATEMENTS AND RELATED ANNOUNCEMENT

Financial Statements for the Three and Six Months Ended 28 June 2015.These figures have not been audited.

STATS ChipPAC Ltd. (“STATS ChipPAC” or the “Company” and together with its subsidiaries, the“Group”) is an independent provider of a full range of semiconductor packaging design, bump, probe,assembly, test and distribution solutions. The Group is headquartered in Singapore and has manufacturingfacilities in South Korea, Singapore, China, Malaysia and Taiwan (which includes the facilities of STATSChipPAC’s 52%-owned Taiwan subsidiary, STATS ChipPAC Taiwan Semiconductor Corporation). STATSChipPAC markets its services through its direct sales force in the United States, South Korea, China,Singapore, Taiwan and Switzerland.

The financial statements included in this announcement have been prepared in accordance with theSingapore Financial Reporting Standards (“FRS”).

The results of operations for interim periods are not necessarily indicative of the results of operations thatmay be expected for any other period. Our 52-53 week fiscal year ends on the Sunday nearest and prior to 31December. Our fiscal quarters end on a Sunday and our second quarter of 2015 ended on 28 June 2015, whileour second quarter of 2014, fourth quarter of 2014 and first quarter of 2015 ended on 29 June 2014,28 December 2014 and 29 March 2015, respectively.

All amounts are expressed in United States dollars unless otherwise indicated.

F-91

PART I — INFORMATION REQUIRED FOR QUARTERLY (Q1, Q2, Q3), HALF-YEAR AND FULLYEAR ANNOUNCEMENTS

1(a) An income statement and statement of comprehensive income, or a statement of comprehensiveincome, for the Group together with a comparative statement for the corresponding period of theimmediately preceding financial year.

Consolidated Income StatementThree Months Ended Six Months Ended

28 June2015

29 June2014

28 June2015

29 June2014

US$’000 US$’000 US$’000 US$’000

Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346,873 409,912 717,953 775,388Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (313,917) (359,862) (646,061) (688,818)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,956 50,050 71,892 86,570

Operating expenses:Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . 22,456 25,128 45,167 49,250Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,819 10,751 17,333 20,683

Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,275 35,879 62,500 69,933

Equipment impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 2,261

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,275 35,879 62,500 72,194

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,681 14,171 9,392 14,376

Other income (expenses), net:Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 385 388 822 950Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,277) (12,676) (28,602) (25,051)Foreign currency exchange loss . . . . . . . . . . . . . . . . . . . . . . . . (1,446) (347) (1,905) (557)Other non-operating income (expenses), net . . . . . . . . . . . . . . (3,858) 152 (5,247) 161

Total other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,196) (12,483) (34,932) (24,497)

Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . (17,515) 1,688 (25,540) (10,121)Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,599) (3,273) 4,555 (6,211)

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,114) (1,585) (20,985) (16,332)Less: Net income attributable to the non-controlling interest . . . (1,388) (2,597) (2,582) (3,657)

Net loss attributable to STATS ChipPAC Ltd. . . . . . . . . . . . . . . (21,502) (4,182) (23,567) (19,989)

Consolidated Statement of Comprehensive IncomeThree Months Ended Six Months Ended28 June

201529 June

201428 June

201529 June

2014US$’000 US$’000 US$’000 US$’000

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,114) (1,585) (20,985) (16,332)Other comprehensive income (loss):Cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 192 2,041 (738)Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . 1,573 1,624 3,466 (409)

Comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . . . . . 1,648 1,816 5,507 (1,147)

Total comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . (18,466) 231 (15,478) (17,479)

Comprehensive income (loss), net of tax attributable to:STATS ChipPAC Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,568) (3,366) (19,685) (21,158)Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,102 3,597 4,207 3,679

(18,466) 231 (15,478) (17,479)

F-92

1(a) An income statement and statement of comprehensive income, or a statement of comprehensiveincome, for the Group together with a comparative statement for the corresponding period of theimmediately preceding financial year.

Net income of the Group is arrived at after charging (crediting):Three Months Ended Six Months Ended28 June

201529 June

201428 June

201529 June

2014US$’000 US$’000 US$’000 US$’000

Depreciation and amortisation, including amortisation of debtissuance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,884 78,468 160,305 157,420

Allowance for doubtful debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 265 371 443 1,625Write-off for stock obsolescence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 66 21 328Adjustment for overprovision of tax in respect of prior years . . . . . . . — (11) — (11)Equipment impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 2,261(Gain) loss on sale of property, plant and equipment . . . . . . . . . . . . . 314 (1,127) 59 (1,205)

F-93

1(b)(i) A statement of financial position (for the Company and Group), together with a comparativestatement as at the end of the immediately preceding financial year.

Group Company28 June

201528 December

201428 June

201528 December

2014US$’000 US$’000 US$’000 US$’000

ASSETSCurrent assets:Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161,956 117,456 44,248 46,911

Short-term bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,044 66,054 — —

Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211,101 238,684 83,080 90,335

Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,074 29,479 678 346

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,234 73,232 16,743 18,439

Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,373 11,373 — —

Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,311 20,192 5,057 5,620

Short-term amounts due from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 353,729 444,253

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 554,093 556,470 503,535 605,904

Non-current assets:Long-term bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,668 1,659 — —

Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,473,658 1,637,195 586,740 589,359

Investment in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 656,554 656,554

Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,937 33,617 30,060 29,170

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 381,487 381,487 — —

Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200 100 — —

Prepaid expenses and other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . 18,071 3,306 1,433 13

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,909,021 2,057,364 1,274,787 1,275,096

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,463,114 2,613,834 1,778,322 1,881,000

LIABILITIESCurrent liabilities:Accounts and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,116 198,076 29,667 42,620

Payables related to property, plant and equipment purchases . . . . . . . . . . . . . 48,963 95,592 26,098 26,917

Accrued operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,482 107,312 33,699 36,301

Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,450 12,327 — —

Short-term bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406,748 212,597 406,748 212,597

Short-term amounts due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 31 61 31

Short-term amounts due to subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 33,911 27,200

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 716,820 625,935 530,184 345,666

Non-current liabilities:Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 772,574 990,688 592,764 863,650

Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,817 38,689 — —

Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,816 16,079 — 4,627

Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 824,207 1,045,456 592,764 868,277

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,541,027 1,671,391 1,122,948 1,213,943

EQUITYShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 873,666 873,666 872,766 872,766

Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,116 29,683 (207,787) (195,796)

Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,918) (13,800) (9,605) (9,913)

Equity attributable to equity holders of STATS ChipPAC Ltd. . . . . . . . . 869,864 889,549 655,374 667,057

Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,223 52,894 — —

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 922,087 942,443 655,374 667,057

Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,463,114 2,613,834 1,778,322 1,881,000

F-94

1(b)(ii) In relation to the aggregate amount of the Group’s borrowings and debt securities, specify thefollowing at the end of the current financial period reported on with comparative figures as at the end ofthe immediately preceding financial year.

28 June 2015 28 December 2014Secured Unsecured Secured UnsecuredUS$’000 US$’000 US$’000 US$’000

(a) Repayable within 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 406,748 — 212,597(b) Repayable after 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109,955 662,619 108,551 882,137

109,955 1,069,367 108,551 1,094,734

As of 28 June 2015, the Group’s total debt outstanding consisted of $1,179.3 million of borrowings,which included $611.2 million of the Company’s 4.5% Senior Notes due 2018, $200.0 million of theCompany’s 5.375% Senior Notes due 2016 and other short-term and long-term borrowings.

(c) Details of the collaterals:

As at 28 June 2015, long-term debts of $110.0 million were secured by certain of the Group’s property,plant and equipment with net book value of $49.5 million.

The Company’s 4.5% Senior Notes due 2018 and 5.375% Senior Notes due 2016 are fully andunconditionally guaranteed, jointly and severally, on a senior basis, by certain subsidiaries of the Company.

F-95

1(c) A statement of cash flows (for the Group), together with a comparative statement for thecorresponding period of the immediately preceding financial year.

Three Months Ended Six Months Ended28 June

201529 June

201428 June

201529 June

2014US$’000 US$’000 US$’000 US$’000

Cash Flows From Operating ActivitiesNet loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,114) (1,585) (20,985) (16,332)Adjustments to reconcile net income to net cash provided by

operating activities:Income tax (benefit) expense . . . . . . . . . . . . . . . . . . . . . . . . . . 2,599 3,273 (4,555) 6,211Depreciation and amortisation . . . . . . . . . . . . . . . . . . . . . . . . . 78,094 76,737 156,626 153,904(Gain) loss on sale of property, plant and equipment . . . . . . . . 314 (1,127) 59 (1,205)Equipment impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 2,261Foreign currency exchange (gain) loss . . . . . . . . . . . . . . . . . . . 302 270 728 (125)Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (385) (388) (822) (950)Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,277 12,676 28,602 25,051Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135 (383) 178 (377)

Changes in operating working capital:Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,930 (20,244) 27,583 2,496Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,318 (8,880) 10,998 (8,994)Other receivables, prepaid expenses and other assets . . . . . . . . 3,810 (1,479) 29,136 (19,553)Accounts payable, accrued operating expenses and other

payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (32,405) 38,716 (50,702) 20,115Amounts due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . (163) 157 30 116Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,795) (8,598) (5,985) (10,300)

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . 62,917 89,145 170,891 152,318

Cash Flows From Investing ActivitiesProceeds from maturity of bank deposits . . . . . . . . . . . . . . . . . . . 29,507 23,240 68,493 38,452Purchases of bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (26,265) (19,921) (53,840) (42,738)Acquisition of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . (1,221) (1,278) (2,348) (3,009)Purchases of property, plant and equipment . . . . . . . . . . . . . . . . . (51,353) (128,059) (135,659) (278,842)Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 645 315 1,309 557Proceeds from sale of property, plant and equipment and

others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 740 1,380 2,358 1,482

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . (47,947) (124,323) (119,687) (284,098)

Cash Flows From Financing ActivitiesRepayment of short-term debts . . . . . . . . . . . . . . . . . . . . . . . . . . . (56,500) (45,000) (151,500) (45,000)Proceeds from bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . 65,132 96,103 123,872 194,108Distribution to non-controlling interest in subsidiary . . . . . . . . . . (4,535) — (4,535) —Government compensation and grants received . . . . . . . . . . . . . . — 389 49,347 686Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,765) (6,055) (23,903) (20,250)

Net cash provided by (used in) financing activities . . . . . . . . . . . (3,668) 45,437 (6,719) 129,544

Net increase (decrease) in cash and cash equivalents . . . . . . . . . . 11,302 10,259 44,485 (2,236)Effect of exchange rate changes on cash and cash equivalents . . (11) 9 15 (8)Cash and cash equivalents at beginning of the period . . . . . . . . . 150,665 116,624 117,456 129,136

Cash and cash equivalents at end of the period . . . . . . . . . . . . . . . 161,956 126,892 161,956 126,892

F-96

1(d)(i) A statement (for the Company and Group) showing either (i) all changes in equity or (ii) changes inequity other than those arising from capitalisation issues and distributions to shareholders, together with acomparative statement for the corresponding period of the immediately preceding financial year.

Statement of Changes in Equity — Group

Three Months Ended 28 June 2015Attributable to equity holders of STATS ChipPAC Ltd.

Sharecapital

Retainedearnings

Foreigncurrency

translationreserve

Hedgingreserve

Total equityattributable to

STATS ChipPACLtd.

Non-controlling

interest Total equityUS$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Balance at 30 March 2015 . . . . . . . 873,666 27,618 (10,628) (224) 890,432 54,999 945,431Total comprehensive income (loss),

net of tax . . . . . . . . . . . . . . . . . . . — (21,502) 859 75 (20,568) 2,102 (18,466)Dividends paid by subsidiary . . . . . — — — — — (4,878) (4,878)

Balance at 28 June 2015 . . . . . . . . . 873,666 6,116 (9,769) (149) 869,864 52,223 922,087

Three Months Ended 29 June 2014Attributable to equity holders of STATS ChipPAC Ltd.

Sharecapital

Retainedearnings

Foreigncurrency

translationreserve

Hedgingreserve

Total equityattributable to

STATS ChipPACLtd.

Non-controlling

interest Total equityUS$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Balance at 31 March 2014 . . . . . . . 873,666 35,671 (8,899) (798) 899,640 53,439 953,079Total comprehensive income (loss),

net of tax . . . . . . . . . . . . . . . . . . . — (4,182) 624 192 (3,366) 3,597 231Dividends paid by subsidiary . . . . . — — — — — (5,525) (5,525)

Balance at 29 June 2014 . . . . . . . . . 873,666 31,489 (8,275) (606) 896,274 51,511 947,785

Six Months Ended 28 June 2015Attributable to equity holders of STATS ChipPAC Ltd.

Sharecapital

Retainedearnings

Foreigncurrency

translationreserve

Hedgingreserve

Total equityattributable to

STATS ChipPACLtd.

Non-controlling

interest Total equityUS$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Balance at 29 December 2014 . . . . 873,666 29,683 (11,610) (2,190) 889,549 52,894 942,443Total comprehensive income (loss),

net of tax . . . . . . . . . . . . . . . . . . . — (23,567) 1,841 2,041 (19,685) 4,207 (15,478)Dividends paid by subsidiary . . . . . — — — — — (4,878) (4,878)

Balance at 28 June 2015 . . . . . . . . . 873,666 6,116 (9,769) (149) 869,864 52,223 922,087

F-97

Six Months Ended 29 June 2014Attributable to equity holders of STATS ChipPAC Ltd.

Sharecapital

Retainedearnings

Foreigncurrency

translationreserve

Hedgingreserve

Total equityattributable to

STATS ChipPACLtd.

Non-controlling

interest Total equityUS$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Balance at 30 December 2013 . . . . 873,666 51,478 (7,844) 132 917,432 53,357 970,789Total comprehensive income (loss),

net of tax . . . . . . . . . . . . . . . . . . . — (19,989) (431) (738) (21,158) 3,679 (17,479)Dividends paid by subsidiary . . . . . — — — — — (5,525) (5,525)

Balance at 29 June 2014 . . . . . . . . . 873,666 31,489 (8,275) (606) 896,274 51,511 947,785

Statement of Changes in Equity — Company

Three Months Ended 28 June 2015Attributable to equity holders of STATS ChipPAC Ltd.

Sharecapital

Retainedearnings

Foreigncurrency

translationreserve

Hedgingreserve

Total equityattributable to

STATS ChipPACLtd.

US$’000 US$’000 US$’000 US$’000 US$’000

Balances at 30 March 2015 . . . . . . . . . . . . . . . . . . . . . . 872,766 (200,711) (9,733) 27 662,349Total comprehensive income (loss), net of tax . . . . . . . — (7,076) — 101 (6,975)

Balance at 28 June 2015 . . . . . . . . . . . . . . . . . . . . . . . . 872,766 (207,787) (9,733) 128 655,374

Three Months Ended 29 June 2014Attributable to equity holders of STATS ChipPAC Ltd.

Sharecapital

Retainedearnings

Foreigncurrency

translationreserve

Hedgingreserve

Total equityattributable to

STATS ChipPACLtd.

US$’000 US$’000 US$’000 US$’000 US$’000

Balances at 31 March 2014 . . . . . . . . . . . . . . . . . . . . . . 872,766 (177,257) (9,190) 467 686,786Total comprehensive income (loss), net of tax . . . . . . . — 1,789 (543) (279) 967

Balance at 29 June 2014 . . . . . . . . . . . . . . . . . . . . . . . . 872,766 (175,468) (9,733) 188 687,753

Six Months Ended 28 June 2015Attributable to equity holders of STATS ChipPAC Ltd.

Sharecapital

Retainedearnings

Foreigncurrency

translationreserve

Hedgingreserve

Total equityattributable to

STATS ChipPACLtd.

US$’000 US$’000 US$’000 US$’000 US$’000

Balances at 29 December 2014 . . . . . . . . . . . . . . . . . . . 872,766 (195,796) (9,733) (180) 667,057Total comprehensive income (loss), net of tax . . . . . . . — (11,991) — 308 (11,683)

Balance at 28 June 2015 . . . . . . . . . . . . . . . . . . . . . . . . 872,766 (207,787) (9,733) 128 655,374

F-98

Six Months Ended 29 June 2014

Attributable to equity holders of STATS ChipPAC Ltd.

Sharecapital

Retainedearnings

Foreigncurrency

translationreserve

Hedgingreserve

Total equityattributable to

STATS ChipPACLtd.

US$’000 US$’000 US$’000 US$’000 US$’000

Balances at 30 December 2013 . . . . . . . . . . . . . . . . . . . 872,766 (164,425) (9,733) (299) 698,309Total comprehensive income (loss), net of tax . . . . . . . — (11,043) — 487 (10,556)

Balance at 29 June 2014 . . . . . . . . . . . . . . . . . . . . . . . . 872,766 (175,468) (9,733) 188 687,753

1(d)(ii) Details of any changes in the Company’s share capital arising from rights issue, bonus issue, sharebuy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue ofshares for cash or as consideration for acquisition or for any other purpose since the end of the previousperiod reported on. State also the number of shares that may be issued on conversion of all the outstandingconvertibles, as well as the number of shares held as treasury shares, if any, against the total number ofissued shares excluding treasury shares of the Company, as at the end of the current financial periodreported on and as at the end of the corresponding period of the immediately preceding financial year.

Number of shares28 June

201529 June

2014

Issued shares outstanding at 29 December 2014 and 30 December 2013 . . . . . 2,202,218,293 2,202,218,293Issue of shares pursuant to share plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Issued shares outstanding at 28 June 2015 and 29 June 2014 . . . . . . . . . . . . . . . 2,202,218,293 2,202,218,293

Performance Share Plan Award outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,193,651 7,164,132Share Option Plan outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,635 64,692

Convertible Notes

The Group did not have any outstanding convertible notes as at 28 June 2015 and 29 June 2014.

Treasury Shares

The Group did not have any treasury shares as at 28 June 2015 and 29 June 2014.

1(d)(iii) Total number of issued shares excluding treasury shares as at the end of the current financialperiod and as at the end of the immediately preceding year.

28 June2015

28 December2014

Total number of issued shares excluding treasury shares . . . . . . . . . . . . . . . . . . 2,202,218,293 2,202,218,293

1(d)(iv) A statement showing all sales, transfers, disposal, cancellation and/or use of treasury shares as atthe end of the current financial period reported on.

Not applicable.

2 Whether the figures have been audited or reviewed, and in accordance with which auditing standard orpractice.

The figures, prepared in accordance with Singapore FRS, have not been audited by the Group’sindependent auditors, but have been reviewed by the Group’s independent auditors in accordance withSingapore Financial Reporting Standards 34 Interim Financial Reporting.

F-99

3 Where the figures have been audited or reviewed, the auditors’ report (including any qualifications oremphasis of matter).

Please refer to the independent auditors’ review report dated 4 August 2015 appended to thisannouncement.

4 Whether the same accounting policies and methods of computation as in the Company’s most recentlyaudited annual financial statements have been applied.

The Group has applied the same accounting policies and methods of computation in the financialstatements for the current reporting period as those used in the most recently audited annual financialstatements. See also item 5 below.

5 If there are any changes in the accounting policies and methods of computation, including any requiredby an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.

The Group adopted various new/revised FRS which took effect for fiscal 2015:

• FRS 19: Amendment to FRS 19: Defined Benefit Plans: Employee Contributions (effective for annualperiods beginning on or after 1 July 2014)

• Annual Improvements 2012: Amendment to FRS 2 Share Based Payment; FRS 3: BusinessCombinations; FRS 8: Operating Segments; FRS 16: Property, Plant and Equipment; FRS 38:Intangible Assets; FRS 24 Related Party Disclosures (effective for annual periods beginning on or after1 July 2014)

• Annual Improvements 2013: FRS 3: Business Combinations; FRS 13: Fair Value Measurement(effective for annual periods beginning on or after 1 July 2014)

The adoption of these new/revised FRS did not result in any significant impact on the financial statementsof the Group.

6 Earnings per ordinary share (“EPS”) of the Group for the current financial period reported on and thecorresponding period of the immediately preceding financial year, after deducting any provision forpreference dividends:-

(a) based on the weighted average number of ordinary shares on issue; and

(b) on a fully diluted basis (detailing any adjustments made to the earnings).Three Months Ended Six Months Ended

28 June2015

29 June2014

28 June2015

29 June2014

Net loss per ordinary shares attributable to STATSChipPAC Ltd.

— Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$(0.01) US$(0.00) US$(0.01) US$(0.01)— Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$(0.01) US$(0.00) US$(0.01) US$(0.01)Ordinary shares (in thousands) used in per ordinary shares

calculation:— Basic and Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,202,218 2,202,218 2,202,218 2,202,218

7 Net asset value (for the Company and Group) per ordinary share based on the total number of issuedshares excluding treasury shares of the Company at the end of the:-

(a) current financial period reported on; and

(b) immediately preceding financial year.Group Company

28 June2015

28 December2014

28 June2015

28 December2014

Net asset value per ordinary share . . . . . . . . . . . . . . . . . . . . . US$0.42 US$0.43 US$0.30 US$0.30

F-100

The net asset value per ordinary share of the Group and the Company as at 28 June 2015 and28 December 2014 is calculated based on the total issued number of ordinary shares of 2,202,218,293.

8 A review of performance of the Group, to the extent necessary for a reasonable understanding of theGroup’s business. It must include a discussion of the following:-

(a) any significant factors that affected the turnover, costs and earnings of the Group for the currentfinancial period reported on, including (where applicable) seasonal or cyclical factors; and

(b) any material factors that affected the cash flow, working capital, assets or liabilities of the Groupduring the current financial period reported on.

Please refer to attached appendix: “Management’s Discussion and Analysis of Financial Condition andResults of Operations.”

9 Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variancebetween it and the actual results.

On 8 July 2015, the Company issued a performance update for the Group for the three months ended28 June 2015. In its statement, the Company stated that it “expects the unaudited consolidated net revenues ofthe Group for the second quarter of 2015 to be approximately 6% to 8% lower compared to the first quarter of2015 and approximately 15% to 17% lower compared to the second quarter of 2014. This decline in netrevenues reflects the generally sluggish demand in semiconductor industry, particularly from smartphone salesin emerging market, product transition in the high-end smartphones segment, and weaker demand from thepersonal computer segment.”

The unaudited consolidated net revenues of the Group for the second quarter of 2015 announced todayare in line with such update.

10 A commentary at the date of the announcement of the significant trends and competitive conditions ofthe industry in which the Group operates and any known factors or events that may affect the Group inthe next reporting period and the next 12 months.

Please refer to attached appendix: “Management’s Discussion and Analysis of Financial Condition andResults of Operations.”

11 If a decision regarding dividend has been made:-

(a) Whether an interim (final) ordinary dividend has been declared (recommended); and

Not applicable.

(b)(i) Amount per share (cents)

Not applicable.

(b)(ii) Previous corresponding period (cents)

Not applicable.

(c) Whether the dividend is before tax, net of tax or tax exempt. If before tax or net of tax, state the taxrate and the country where the dividend is derived. (If the dividend is not taxable in the hands ofshareholders, this must be stated).

Not applicable.

(d) The date the dividend is payable.

Not applicable.

(e) Book closure date.

Not applicable.

F-101

12 If no dividend has been declared (recommended), a statement to that effect.

No dividend has been declared or recommended for the current reporting period.

13 If the Group has obtained a general mandate from shareholders for IPTs, the aggregate value of suchtransaction as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to thateffect.

No Interested Party Transactions (IPT) mandate has been obtained from shareholders.

14 Negative confirmation pursuant to Rule 705(5).

The Directors hereby confirm that, to the best of their knowledge, nothing has come to their attentionwhich may render the unaudited financial statements for the three months ended 28 June 2015 to be false ormisleading in any material aspect.

PART II — ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT

15 Segmented revenue and results for business or geographical segments (of the Group) in the formpresented in the Company’s most recently audited annual financial statements, with comparativeinformation for the immediately preceding year.

Not applicable.

16 In the review of performance, the factors leading to any material changes in contributions to turnoverand earnings by the business or geographical segments.

Please refer to attached appendix: “Management Discussion and Analysis of Financial Condition andResults of Operations.”

17 A breakdown of the Group’s sales.

Not applicable.

18 A breakdown of the total annual dividend (in dollar value) for the Company’s latest full year and itsprevious full year.

Not applicable.

F-102

19 Disclosure of person occupying a managerial position in the Company or any of its principalsubsidiaries who is a relative of a director or chief executive officer or substantial shareholder of theCompany pursuant to Rule 704(13) in the format below. If there are no such persons, the Company mustmake an appropriate negative statement.

Name Age

Family relationship with anydirector and/or substantial

shareholderCurrent position and duties, and

the year the position was held

Details of changes induties and positionheld, if any, during

the year

— — — — —

Disclosure pursuant to Rule 704(13) will be made in the full year announcement.

ON BEHALF OF THE BOARD OF DIRECTORS

James A. Norling Tan Lay Koon

Chairman President and Chief Executive Officer

BY ORDER OF THE BOARD

Elaine Sin Mei LinCompany Secretary

4 August 2015

The Singapore Code on Take-overs and Mergers

On 26 June 2015, JCET-SC (Singapore) Pte. Ltd. announced its firm intention to make an offer for all theshares in the Company. The Company is accordingly in an “offer period” for the purposes of the SingaporeCode on Take-overs and Mergers (“Code”) and any announcement issued by the Company to its shareholdersis required to include a responsibility statement from the directors of the Company along the lines set outbelow.

Directors’ Responsibility Statement

The Directors (including any who may have delegated detailed supervision of this Announcement) havetaken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement arefair and accurate and that no material facts have been omitted from this Announcement which might cause thisAnnouncement to be misleading in any material respect, and they jointly and severally accept responsibilityaccordingly.

Where any information has been extracted or reproduced from published or otherwise publicly availablesources, the sole responsibility of the Directors has been to ensure, through reasonable enquiries, that suchinformation has been accurately extracted from such sources or, as the case may be, reflected or reproduced inthis Announcement.

F-103

$425,000,000

STATS ChipPAC Ltd.

8.5% Senior Secured Notes due 2020

OFFERING CIRCULAR

Joint Bookrunners and Joint Lead Managers

Barclays DBS Bank Ltd. ING

Co-Manager

First Gulf Bank PJSC

17 November 2015

IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS UNDERRULE 144A OR (2) PERSONS OUTSIDE OF THE UNITED STATES.

IMPORTANT: You must read the following before continuing. The following applies to this offering circular,and you are therefore advised to read this carefully before reading, accessing or making any other use of this offeringcircular. In accessing this offering circular, you agree to be bound by the following terms and conditions, including anymodifications to them, any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FORSALE OR SOLICITATION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIESHAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THEUNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLDWITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTIONNOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLESTATE OR LOCAL SECURITIES LAWS.

THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSONAND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTIONOR REPRODUCTION OF THIS OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURETO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THEAPPLICABLE LAW OF OTHER JURISDICTIONS. ANY INVESTMENT DECISION SHOULD BE MADE ON THEBASIS OF THE FINAL TERMS AND CONDITIONS OF THE SECURITIES AND THE INFORMATIONCONTAINED IN THIS OFFERING CIRCULAR. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSIONCONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOTBE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.

Confirmation of your Representation: In order to be eligible to view this offering circular or make aninvestment decision with respect to the securities, investors must be either (1) qualified institutional buyers (“QIBs”)(within the meaning of Rule 144A under the Securities Act) or (2) persons outside the United States and to the extentyou purchase securities described in the attached offering circular, you will be doing so pursuant to Regulation S underthe Securities Act. This offering circular is being sent at your request and by accepting the e-mail and accessing thisoffering circular, you shall be deemed to have represented to us that (1) you and any customers you represent are either(a) QIBs or (b) persons outside of the United States and (2) you consent to delivery of this offering circular and anyamendments or supplements thereto by electronic transmission.

Further, by accepting the e-mail and accessing this offering circular, if you are an investor in Singapore, you shallbe deemed to have represented to us that (1) you are either an institutional investor as defined under Section 4A(1) of theSecurities and Futures Act, Chapter 289 of Singapore (the “SFA”), a relevant person as defined under Section 275(2) ofthe SFA or a person to whom an offer may be made pursuant to Section 275(1A) of the SFA, and (2) you agree to bebound by the limitations and restrictions described herein.

You are reminded that this offering circular has been delivered to you on the basis that you are a person into whosepossession this offering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which youare located. If this is not the case, you must return this offering circular to us immediately. You may not, nor are youauthorised to, deliver or disclose the contents of this offering circular to any other person.

The materials relating to this offering do not constitute, and may not be used in connection with, an offer orsolicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that this offeringbe made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker ordealer in that jurisdiction, this offering shall be deemed to be made by the underwriters or such affiliate on behalf ofSTATS ChipPAC Ltd. in such jurisdiction.

This offering circular has been sent to you in electronic form. You are reminded that documents transmitted via thismedium may be altered or changed during the process of electronic transmission and consequently none of STATSChipPAC Ltd., Barclays Bank PLC, Singapore Branch, DBS Bank Ltd. and ING Bank N.V., Singapore Branch, anyperson who controls any of the foregoing, or any director, officer, official, employee nor agent of any of them or affiliateof any such person accepts any liability or responsibility whatsoever in respect of any difference between the offeringcircular received by you in electronic format and the electronic version initially distributed.

You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your ownrisk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructivenature.

Actions That You May Not Take: You should not reply by e-mail to this announcement, and you may notpurchase any securities by doing so. Any reply by e-mail communications, including those you generate by using the“Reply” function on your e-mail software will be ignored or rejected.