promos technologies inc

Offer to Purchase

ProMOS Technologies Inc.

Offer to Purchase for Cash any and all ofthe Outstanding US$350,000,000 Zero Coupon Convertible Bonds due 2012

Title of SecurityISIN Numbers/Common Code

AggregateOutstanding

PrincipalAmount

Tender OfferConsideration

(1)(2)

Early TenderPremium(1)(2)(3)

Tender Success Premium(1)(2)(4)

Any and all of the OutstandingUS$350,000,000 Zero CouponConvertible Bonds due 2012(the “Bonds”)

XS0282343507028234350

US$335,615,000 US$100.00 US$100.00 Up to US$65.00

(1) Per US$1,000 principal amount of Bonds.

(2) A brokerage fee of 1% of any monies payable to you in connection with the Tender Offer (the “Dealer’s Brokerage Fee”)

will be payable by you to the Dealer Manager (as defined below) and deducted from such payment at settlement.

(3) Payment of the Early Tender Premium is contingent on you tendering the Bonds by the Early Tender Time (as defined

below).

(4) The payment of any Tender Success Premium (as defined below) depends on the satisfaction of a certain Success Rate (as

defined below), subject to the conditions specified herein.

This “Tender Offer” will expire at 2:00 p.m., London time, on March 21, 2009, unless extendedor earlier terminated (such date and time, as the same may be extended or earlier terminated, the“Expiration Time”). The Early Tender Time is 2:00 p.m., London time, on March 2, 2009 (such dateand time, as the same may be extended or earlier terminated, the “Early Tender Time”).

Holders of Bonds (each, a “Holder” and collectively, the “Holders”) participating in the TenderOffer who validly tender their Bonds before the Early Tender Time will be eligible to receive the“Tender Offer Consideration” and the “Early Tender Premium”, each as set forth in the tableabove, less the Dealer’s Brokerage Fee, on the Initial Settlement Date. The “Initial Settlement Date”means the date that is five (5) Trading Days (as defined below) after the later of (i) the Early TenderTime and (ii) the date on which the Minimum Tender Condition (as defined below) is met; providedthat, in the event that the Minimum Tender Condition is met later than five (5) Trading Days prior tothe Expiration Time, there shall be no Initial Settlement Date and all Bonds tendered and accepted forpayment will be settled on the Final Settlement Date (as defined below). “Minimum TenderCondition” means that no less than 79.0% of the outstanding principal amount of the Bonds, as setforth in the table above (the “Outstanding Principal Amount”) have either (x) been validly tendered,or (y) for any Bonds with respect to which the Holders’ Put Right was not exercised, have not beentendered (the “Success Rate”). The New Lenders (as defined below) currently hold Bonds with anaggregate principal amount of approximately US$40.0 million of the Bonds (the “New Lenders’Bonds”), or 11.9% of the Outstanding Principal Amount. The New Lenders have indicated to us thatthey will not tender the New Lenders’ Bonds and instead voluntarily revoke the Put Notices (asdefined below) that they have delivered with respect to the New Lenders’ Bonds at or prior to theoccurrence of the earlier of the Initial Settlement Date or the Final Settlement Date (as defined below)(the “New Lenders’ Put Revocation”). Accordingly, the New Lender’s Bonds will not contributetowards the Success Rate. Occurrence of the New Lenders’ Put Revocation is a condition to theconsummation of the Tender Offer (as defined below) (the “New Lenders’ Put RevocationCondition”).

In addition to the Tender Offer Consideration and the Early Tender Premium, Holders tenderingtheir Bonds prior to the Early Tender Time will receive, with respect to each US$1,000 principalamount of Bonds tendered and accepted for payment, a tender success premium (the “Tender SuccessPremium”) in the following amounts, less the Dealer’s Brokerage Fee and subject to the followingconditions. The Tender Success Premium will equal US$30.00 or US$65.00 with respect to eachUS$1,000 principal amount of Bonds tendered, if the Success Rate at the Early Tender Time exceeds82.0% or 86.0%, respectively. No Tender Success Premium will be payable if the Success Rate at theEarly Tender Time is equal to or less than 82.0%. The Tender Success Premium will be paid on theInitial Settlement Date. Holders tendering their Bonds after the Early Tender Time will not receiveany Tender Success Premium.

Holders of Bonds participating in the Tender Offer who tender their Bonds after the EarlyTender Time but prior to the Expiration Time will be eligible to receive the Tender OfferConsideration, less the Dealer’s Brokerage Fee on the final settlement date, which will be five (5)Trading Days after the Expiration Time (the “Final Settlement Date”). Such Holders will not receiveany Early Tender Premium or Tender Success Premium.

No interest accrued, if any, on Bonds tendered and accepted for payment will be paid by us. AllBonds not tendered or accepted for payment shall continue to accrue interest, if any.

Consummation of this Offer to Purchase (the “Tender Offer”) any and all Bonds is subject tothe satisfaction or waiver of the Minimum Tender Condition, the Financing Condition (as definedbelow), the New Lenders’ Put Revocation Condition and the General Conditions (each as definedbelow). We reserve the right, in our sole discretion, to waive or modify any one or more of theconditions to the Tender Offer, in whole or in part at any time. See “Conditions to the Tender Offer”.

By tendering Bonds pursuant to the Tender Offer, you will be deemed to have irrevocablyrevoked any notice of exercise (the “Put Notice”) of your Holder’s right to require us to redeem suchBonds on February 14, 2009, pursuant to the terms of the Indenture (as defined below) (the “Holders’Put Right”) with respect to the tendered Bonds. Holders of Bonds of approximately 97.4% of theOutstanding Principal Amount have delivered valid Put Notices.

We have entered into a First Supplemental Indenture with the Trustee dated February 19, 2009with respect to the Bonds (the “First Supplemental Indenture”), whereby, in the event that theBonds validly tendered pursuant to the Offer to Purchase have not been purchased and paid for by theCompany pursuant to the Offer to Purchase by April 17, 2009 (“Non-closure of the Tender Offer”),the Company grants all Holders (including Holders that have not tendered their respective Bonds) aright to require the Company to redeem (the “Holders’ Second Put Right”) its respective Bonds nolater than May 29, 2009 for 100% of their principal amount. In order to exercise the Holders’ SecondPut Right, Holders need to deliver an exercise notice, in the same form as the Put Notice, no laterthan May 14, 2009. The Holders’ other rights under the Indenture (as defined below) will remainunchanged, including any rights and remedies with respect to the occurrence of a default or an eventof default under the Indenture.

In order to participate in the Tender Offer, you must submit Instructions (as defined below) inaccordance with the procedures set forth in this Tender Offer. See “Procedures for Tendering Bonds”.Any Instructions given by you are irrevocable and may not be withdrawn except in the limitedcircumstances described in “Amendment and Termination — Cancellation Rights”.

— i —

IN ORDER TO PARTICIPATE IN THE TENDER OFFER YOU MUST SUBMIT INSTRUCTIONSIN THE FORM REQUIRED BY THE RELEVANT CLEARING SYSTEM (AS DEFINED BELOW)(THE “INSTRUCTIONS”). THE RELEVANT CLEARING SYSTEMS MAY SET AND INFORMHOLDERS OF AN EARLIER DEADLINE WITHIN WHICH HOLDERS SHOULD SUBMITTHEIR INSTRUCTIONS TO THE RELEVANT CLEARING SYSTEMS.

A BENEFICIAL OWNER WHOSE BONDS ARE HELD BY A BROKER, CUSTODIAN, DEALER,COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCHNOMINEE IF SUCH BENEFICIAL OWNER WISHES TO TENDER ITS BONDS, WITHRESPECT TO BONDS SO HELD. THE RELEVANT BROKER, CUSTODIAN, DEALER,COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MAY SET AND INFORMHOLDERS OF AN EARLIER DEADLINE WITHIN WHICH HOLDERS SHOULD SUBMITTHEIR INSTRUCTIONS TO THE RELEVANT CLEARING SYSTEMS.

HOLDERS WHO DO NOT VALIDLY GIVE THEIR INSTRUCTIONS WILL NOT BE ABLE TOPARTICIPATE IN THE TENDER OFFER. SEE “PROCEDURES FOR TENDERING BONDS”.FORMS OF THE INSTRUCTIONS CAN BE OBTAINED FROM THE DIRECT PARTICIPANTSOR THE CLEARING SYSTEMS, AS APPLICABLE.

For assistance in connection with the Tender Offer, please contact the following personnel:

Contacts: Pamela Yeung (+852 2501 2695) orTimothy Wee (+852 2501 2134)

Email address: [email protected]

The Dealer Manager for the Tender Offer is:

Citigroup Global Markets Inc.388 Greenwich Street

New York, NY 10013

United States of America

February 19, 2009

— ii —

ProMOS Technologies Inc. (the “Issuer,” “we” or “us”) hereby offers to purchase for cash (the“Tender Offer”) any and all of its outstanding US$350,000,000 Zero Coupon Convertible Bonds due2012, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may beamended and supplemented from time to time, this “Offer to Purchase”) and any accompanyingmaterials (as each may be amended and supplemented from time to time, the “Tender Offer Materials”).

The Bonds were issued pursuant to an indenture dated as of February 14, 2007 by and between theIssuer and The Bank of New York Mellon (formerly The Bank of New York, London Branch), as trustee(the “Trustee”) (the “Indenture”). The Issuer, the Trustee, The Bank of New York Mellon (formerly TheBank of New York, London Branch), as principal paying agent, conversion and transfer agent (the “BondAgent”) and The Bank of New York Mellon (formerly The Bank of New York), as registrar (the“Registrar”) entered into a paying and conversion agency agreement dated as of February 14, 2007 (the“Agency Agreement”) with respect to the Bonds. The Bonds are listed on the Singapore ExchangeSecurities Trading Limited (the “SGX-ST”).

We intend to fund the Tender Offer with the net proceeds (after deducting the arrangement fee)from a new loan arranged by the Bank of Taiwan in the gross facility amount of NT$3.0 billion (the“Financing”). We have received initial approval on February 17, 2009 for the Financing from the Bankof Taiwan and the respective syndicate banks (the “New Lenders”), subject to approval by theirrespective boards of directors. Our Chairman, Mr. Min-Liang Chen, will provide a guarantee for theFinancing to the New Lenders. We will provide certain assets as collateral for this Financing. We arecurrently negotiating definitive loan documentation with the New Lenders.

The purpose of this Financing is solely for the purchase of Bonds or the payment of the TenderConsideration, Early Tender Premium or Tender Success Premium with respect to Bonds. Any portion ofthe Financing that remains undrawn after completion of such measures will be cancelled by the NewLenders. The Issuer will not have access to any remaining undrawn amounts for its own or the Holders’benefit.

The New Lenders, holding the New Lenders’ Bonds have indicated to us that they will conduct theNew Lenders’ Put Revocation. Consummation of the Tender Offer is subject to the satisfaction or waiverof the New Lenders’ Put Revocation Condition.

Subject to the terms and conditions set forth in this Offer to Purchase, we are offering to purchasefor cash any and all outstanding Bonds.

The Tender Offer Consideration and the Early Tender Premium for Bonds tendered by the EarlyTender Time and accepted for payment will be paid on the Initial Settlement Date. Any Tender SuccessPremium will be paid on the Initial Settlement Date. The Tender Offer Consideration for Bonds tenderedafter the Early Tender Time but prior to the Expiration Time and accepted for payment will be paid onthe Final Settlement Date (each of the Initial Settlement Date and the Final Settlement Date, a“Settlement Date”). The Dealer’s Brokerage Fee will be deducted from the Tender Offer Consideration,Early Tender Premium or Tender Success Premium, as applicable, at settlement.

Payments by the Company pursuant to this Tender Offer will be made by the New Lenders’ depositon behalf of the Issuer of immediately available funds with The Bank of New York Mellon, theinformation and Information and Tender Agent for the Tender Offer (the “Information and TenderAgent”), which will act as agent for us for the purpose of (i) receiving Bonds tendered by Holders, (ii)receiving Instructions and (iii) receiving payments from us and transmitting such payments to Holders.Under no circumstances will any interest on the Tender Offer Consideration, Early Tender Premium orTender Success Premium be payable because of any delay in the transmission of funds to Holders by theInformation and Tender Agent or the Clearing System (as defined below). No interest accrued, if any, onBonds tendered and accepted for payment will be paid by us. All Bonds not tendered or accepted forpayment shall continue to accrue interest, if any.

— iii —

Instructions are irrevocable and may not be withdrawn except in the limited circumstancesdescribed in “Amendment and Termination — Cancellation Rights”.

We may: (i) extend or otherwise amend the Early Tender Time or Expiration Time or (ii)increase the Early Tender Premium, Tender Offer Consideration or Tender Success Premiumwithout granting withdrawal or cancellation rights of Holders. If the Tender Offer is terminated orwithdrawn, the Tender Offer Consideration, Early Tender Premium or Tender Success Premium will notbe paid or become payable, and all Bonds tendered pursuant to the Tender Offer, and if not previouslyrepurchased by us, will be promptly returned to the tendering Holders. Consummation of the TenderOffer is subject to the satisfaction or waiver of certain conditions, including the Minimum TenderCondition, the Financing Condition and the other General Conditions. We reserve the right, in our solediscretion, to waive or modify any one or more of the conditions to the Tender Offer, in whole or in partat any time. See “Conditions to the Tender Offer”.

Notwithstanding anything to the contrary set forth in this Offer to Purchase, we reserve the right atany time on or prior to the Expiration Time to (i) terminate or amend the Tender Offer for any reason or(ii) waive any of the conditions to the Tender Offer, subject to applicable law. If we take any of theseactions, we will make a public announcement thereof.

See “Risk Factors and Certain Significant Considerations” and “Certain Tax Considerations” for adiscussion of certain factors that should be considered in evaluating the Tender Offer.

The Issuer expressly reserves the absolute right, in its sole discretion, from time to time to purchaseany Bonds that remain outstanding after the Expiration Time through open market or privately negotiatedtransactions, one or more additional tender or exchange offers or otherwise, on terms that may or maynot be equal to the Tender Offer Consideration for the Bonds, or to exercise any of its rights to redeemthe Bonds under the Indenture.

To the extent that any Holder has exercised its Holders’ Put Right with respect to any Bond, wewere obligated to redeem such Bonds for a redemption price of 100% of the aggregate principal amountthereof on February 17, 2009. We have not made such payments.

Currently, we do not have sufficient funds and have not been able to secure any funds otherthan the Financing to pay the full redemption price for all Bonds with respect to which Holdershave exercised the Holder’s Put Right.

We have not yet determined whether or not we will be in a position to pay the entire or a portion,if any, of the redemption price with respect to such Bonds at a later date. We expect that we will only bein a position to make such determination at a later date, taking into consideration, among other factors,the success of this Tender Offer, and our limited financial resources and the ongoing difficult marketconditions.

The non-payment of the full redemption price with respect to any Bond when due and payableconstitutes a default under the terms of the Indenture, which, upon expiration of a seven day graceperiod, would mature to an event of default under the Indenture.

Additionally, an event of default under the Indenture may have occurred as a result of us havingfailed to make a payment of principal in an amount of approximately NT$831 million when due andpayable in December 2008 under our other financing agreements (the “Other Financing Agreements”).There can be no assurance that Holders or the Trustee will not take enforcement actions against us basedon any such default or event of default that may have occurred or may occur under the Indenture,including, but not limited to, actions for the enforcement of their respective rights, for the seizure ofassets or the commencement of insolvency proceedings.

— iv —

Since we are currently not in compliance under all of our Other Financing Agreements, the lenders

under these Other Financing Agreements (the “Lenders”), which as of the date hereof have not taken any

enforcement actions against us, may determine to do so at any time, including, but not limited to, in

connection with or response to, any enforcement actions taken by Holders.

There can be no assurance that we will be able to consummate the Tender Offer in the eventthat either the Holders or the Lenders take enforcement actions against us.

THIS OFFER TO PURCHASE SHOULD BE READ CAREFULLY BEFORE A DECISION ISMADE WITH RESPECT TO THE TENDER OFFER.

— v —

IMPORTANT DATES

Holders should note the following dates and times relating to the Tender Offer:

Date Calendar Date Event

Early Tender Time .......... 2:00 p.m., London time, on March 2,2009, unless extended or earlierterminated by us in our solediscretion.

The last day for you to tender Bondsto qualify for payment of the EarlyTender Premium and Tender SuccessPremium, in addition to the TenderOffer Consideration.

Initial Settlement Date.... Five (5) Trading Days after the laterof (i) the Early Tender Time and (ii)the date on which the MinimumTender Condition is met providedthat, in the event that the MinimumTender Condition is met later thanfive (5) Trading Days prior to theExpiration Time, there shall be noInitial Settlement Date and all Bondstendered and accepted for paymentwill be settled on the FinalSettlement Date.

Payment of the Tender OfferConsideration and Early TenderPremium with respect to Bondstendered prior to the Early TenderTime and accepted for payment andpayment of any Tender SuccessPremium.

Expiration Time .............. 2:00 p.m., London time, on March21, 2009, unless extended or earlierterminated by us in our solediscretion.

The last day for you to tender Bondsto participate in the Tender Offer.

Final Settlement Date ..... Five (5) Trading Days after theExpiration Time.

Payment of the Tender OfferConsideration with respect to Bondstendered after the Early Tender Timebut prior to the Expiration Time.

— vi —

IMPORTANT INFORMATION

THIS OFFER TO PURCHASE CONTAINS IMPORTANT INFORMATION THAT YOUSHOULD READ CAREFULLY BEFORE YOU MAKE ANY DECISION WITH RESPECT TO ATENDER OF BONDS PURSUANT TO THE TENDER OFFER.

The Bank of New York Mellon is acting as information and tender agent in connection with the

Tender Offer.

Any Holder that wishes to tender Bonds should, in the case of a Holder that holds Bonds in

book-entry form, follow the procedures set forth under “Procedures for Tendering Bonds”. A beneficialowner whose Bonds are held by a broker, custodian, dealer, commercial bank, trust company orother nominee must contact such nominee if such beneficial owner wishes to tender its Bonds, withrespect to Bonds so held.

A beneficial owner who holds Bonds through Euroclear Bank S.A./N.V. (“Euroclear”) or

Clearstream Banking, société anonyme (“Clearstream, Luxembourg”, and, together with Euroclear, the

“Clearing Systems”, and each a “Clearing System”) and wishes to tender its Bonds must arrange for a

direct participant in Euroclear or Clearstream, Luxembourg to deliver valid Instructions, which includes

the proper instructions, to Euroclear or Clearstream, Luxembourg. Only a direct participant in Euroclear

or Clearstream, Luxembourg may submit Instructions to Euroclear or Clearstream, Luxembourg. See

“Procedures for Tendering Bonds”.

Questions and requests for assistance may be directed to the Information and Tender Agent or

Dealer Manager at the contact details set forth on the back cover of this Offer to Purchase. Additional

copies of this Offer to Purchase and other related materials may be obtained from the Information and

Tender Agent or the Dealer Manager at contact details set forth on the back cover of this Offer to

Purchase. Beneficial owners may also contact their brokers, dealers, commercial banks, trust companies

or other nominees through which they hold the Bonds with questions and requests for assistance.

Tendering Holders will have to pay the Dealer’s Brokerage Fee which will be deducted from the

Tender Offer Consideration, Early Tender Premium or Tender Success Premium, as applicable, at

settlement. Tendering Holders will not be obligated to pay brokerage fees or commissions to the

Information and Tender Agent, the Trustee, the Bond Agent, the Registrar or us. If you hold Bonds

through a broker or bank, you should consult that institution as to whether it will charge you any service

fees.

The delivery of this Offer to Purchase shall not under any circumstances create any implication that

the information contained herein is correct as of any time subsequent to the date hereof or that there has

been no change in the information set forth herein or in any attachments hereto or in our affairs or any

of our subsidiaries or affiliates since the date hereof. No dealer, salesperson or other person has been

authorized to give any information or to make any representation not contained in this Offer to Purchase

and, if given or made, such information or representation may not be relied upon as having been

authorized by us or the Dealer Manager.

Neither the Dealer Manager nor the Information and Tender Agent has separately verified the

information contained herein. Accordingly, no representation, warranty or undertaking, express or

implied, is made and no responsibility or liability is accepted by the Dealer Manager or the Information

and Tender Agent as to the accuracy, adequacy, reasonableness or completeness of the information

contained in this Offer to Purchase or any other information provided by us in connection with the

purchase of the Bonds.

— vii —

The statements made in this Offer to Purchase are made as of the date on the front coverpage, and the statements incorporated by reference are made as of the respective dates of thedocuments incorporated by reference. The delivery of this Offer to Purchase and the accompanyingmaterials shall not under any circumstances create any implication that the information containedherein or incorporated by reference is correct as of a later date or that there has been no change insuch information or in the affairs of the Issuer or any consolidated subsidiary of the Issuer, sincesuch dates.

This Offer to Purchase and the related documents do not constitute an offer to buy or the

solicitation of an offer to sell Bonds in any circumstances in which such offer or solicitation is unlawful.

In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by

a licensed broker or dealer, the Tender Offer will be deemed to be made on the Issuer’s behalf by the

Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

See “Tender Offer and Distribution Restrictions”.

See “Risk Factors and Certain Significant Considerations” and “Certain Tax Considerations” for

discussions of certain factors that should be considered when evaluating the Tender Offer.

The Issuer has not filed this Offer to Purchase with, and it has not been reviewed by, any federal or

state securities commission or regulatory authority of any country. No authority has passed upon the

accuracy or adequacy of this Offer to Purchase, and it is unlawful and may be a criminal offense to make

any representation to the contrary.

No person has been authorized to give any information or to make any representations other than

those contained or incorporated by reference in this Offer to Purchase, and if given or made, such

information or representations must not be relied upon as having been authorized.

None of the Issuer, its management, the Dealer Manager, the Information and Tender Agent,the Trustee, the Bond Agent, the Registrar or their respective affiliates makes any recommendationto you as to whether or not you should tender your Bonds pursuant to the Tender Offer.

You should not construe the contents of this Offer to Purchase as legal, business or tax advice. You

should consult your own attorney, business advisor and tax advisor as to the legal, business, tax and

related matters concerning the Tender Offer. If anyone makes any recommendation or representation or

gives any such information, you should not rely upon that recommendation, information or representation

as having been authorized by the Issuer, the Dealer Manager, the Information and Tender Agent, the

Bond Agent, the Registrar or the Trustee.

— viii —

TABLE OF CONTENTS

Page

Important Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi

Important Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii

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

ProMOS Technologies Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Cautionary Statement Concerning Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Purpose of the Tender Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

The Tender Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Procedures for Tendering Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Conditions to the Tender Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Tender Offer and Distribution Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Amendment and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Risk Factors and Certain Significant Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Source of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Certain Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

The Trading Market for the Bonds and the Issuer’s Common Stock . . . . . . . . . . . . . . . . . . . . . . . 32

Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

The Dealer Manager and the Information and Tender Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

— ix —

SUMMARY

The following summary is provided solely for the convenience of Holders. This summary is not

intended to be complete and is qualified in its entirety by reference to the full text and more specific

details contained elsewhere in this Offer to Purchase and any amendments or supplements hereto or

thereto. Holders are urged to read this Offer to Purchase in its entirety. Each of the capitalized terms

used but not defined in this summary has the meaning set forth elsewhere in this Offer to Purchase.

The Issuer ......................................... ProMOS Technologies Inc.

The Bonds ........................................ Title of SecurityISIN Numbers/Common Code

AggregateOutstanding

Principal Amount

US$350,000,000Zero CouponConvertible Bondsdue 2012

XS0282343507028234350

US$335,615,000

The Bonds constitute direct, unconditional, unsubordinated and,subject to the terms of the Indenture, unsecured obligations ofthe Issuer and shall at all times rank pari passu and without anypreference or priority among themselves and, subject to termsof the terms of the Indenture, with all other present and futuredirect, unconditional, unsubordinated and unsecured obligationsof the Issuer, except any obligation preferred by mandatoryprovisions by law.

The Tender Offer .............................. Subject to the terms and conditions set forth in this Offer toPurchase, we are offering to purchase any and all outstandingBonds.

Tenders are irrevocable .................... Tenders of Bonds are irrevocable and may not be withdrawnexcept in the limited circumstances described in “Amendmentand Termination — Cancellation Rights”.

Early Tender Time............................ 2:00 p.m., London time, on March 2, 2009, as the same may beextended or earlier terminated by the Issuer in its solediscretion.

Expiration Time................................ 2:00 p.m., London time, on March 21, 2009, unless the TenderOffer is extended or earlier terminated by the Issuer in its solediscretion. The Issuer retains the right to extend or terminatethe Tender Offer for any reason.

Tender Period ................................... The period commencing at 10:00 a.m., London time, onFebruary 19, 2009 and ending at the Expiration Time, unlessextended, re-opened or earlier terminated.

— 1 —

Tender Offer Consideration .............. US$100.00 per US$1,000 principal amount of Bonds tenderedand accepted for payment.

We reserve the right, subject to applicable law, to increase ormodify the Tender Offer Consideration for the Bonds, in oursole discretion (in which case the term “Tender OfferConsideration” for such series of Bonds shall mean theamount as so increased or modified), without grantingwithdrawal or cancellation rights. No interest accrued, if any,on Bonds tendered and accepted for payment will be paid byus. All Bonds not tendered or accepted for payment shallcontinue to accrue interest, if any.

Early Tender Premium...................... $100.00 per US$1,000 principal amount of Bonds tenderedprior to the Early Tender Time and accepted for payment.

Success Rate..................................... Success Rate means the percentage of Bonds of theOutstanding Principal Amount that have either (x) been validlytendered or (y) for any Bonds with respect to which theHolders’ Put Right was not exercised, have not been tendered.The New Lenders, holding the New Lenders’ Bonds haveindicated to us that they will conduct the New Lenders’Revocation. Accordingly, the New Lender’s Bonds will notcontribute towards the Success Rate.

New Lenders’ Bonds ....................... Bonds with an aggregate principal amount of approximatelyUS$40.0 million, or 11.9% of the Outstanding PrincipalAmount, currently held by the New Lenders.

New Lenders’ Put Revocation .......... The New Lenders have indicated to us that they will not tenderthe New Lenders’ Bonds and instead voluntarily revoke the PutNotices that they have delivered with respect to the NewLenders’ Bonds at or prior to the occurrence of the earlier ofthe Initial Settlement Date or the Final Settlement Date.

Tender Success Premium.................. In addition to the Tender Offer Consideration and the EarlyTender Premium, Holders tendering their Bonds prior to theEarly Tender Time will receive, with respect to each US$1,000principal amount of Bonds tendered and accepted for payment,the Tender Success Premium in the following amounts andsubject to the following conditions. The Tender SuccessPremium will equal US$30.00, or US$65.00 with respect toeach US$1,000 principal amount of Bonds tendered andaccepted for payment, less the Dealer’s Brokerage Fee, if theSuccess Rate at the Early Tender Time exceeds 82.0% or86.0%, respectively. No Tender Success Premium will bepayable if the Success Rate at the Early Tender Time is equalto or less than 82.0%. The Tender Success Premium will bepaid on the Initial Settlement Date. Holders tendering theirBonds after the Early Tender Time will not receive any TenderSuccess Premium.

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Settlement Dates............................... The Initial Settlement Date will be five (5) Trading Days afterthe later of (i) the Early Tender Time and (ii) the date on whichthe Minimum Tender Condition is met provided that, in theevent that the Minimum Tender Condition is met later than five(5) Trading Days (as defined below) prior to the ExpirationTime, there shall be no Initial Settlement Date and all Bondstendered and accepted for payment will be settled on the FinalSettlement Date.

The Final Settlement Date will be five (5) Trading Days afterthe Expiration Time.

The Settlement Dates are subject to the right of the Issuer, inits sole discretion, to extend, re-open, amend and/or terminatethe Tender Offer.

Trading Day...................................... Trading Day means any day (other than a Saturday or Sunday)on which commercial banks are open for business in New YorkCity, London and Taipei.

Source of Funds ............................... We intend to finance the Tender Offer with the proceeds fromthe Financing.

Financing .......................................... We intend to fund the Tender Offer with the net proceeds (afterdeducting the arrangement fee) from a new loan arranged bythe Bank of Taiwan in the gross facility amount of NT$3.0billion. We have received initial approval on February 17, 2009for the Financing from the Bank of Taiwan and the respectivesyndicate banks, subject to approval by their respective boardsof directors. Our Chairman, Mr. Min-Liang Chen, will providea guarantee for the Financing to the New Lenders. We willprovide certain assets as collateral for this Financing. We arecurrently negotiating definitive loan documentation with theNew Lenders.

The purpose of this Financing is solely for the purchase ofBonds or the payment of the Tender Consideration, EarlyTender Premium or Tender Success Premium with respect toBonds. Any portion of the Financing that remains undrawnafter completion of such measures will be cancelled by theNew Lenders. The Issuer will not have access to any remainingundrawn amounts for its own or the Holders’ benefit.

Minimum Tender Condition ............. The Success Rate being no less than 79.0%.

Financing Condition ......................... The Financing having closed and been funded (the “FinancingCondition”).

New Lenders’ Put RevocationCondition .........................................

Occurrence of the New Lenders’ Put Revocation.

General Conditions .......................... The general condition set forth under “The Tender Offer —Conditions to the Tender Offer” (the “General Conditions”).

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Conditions to the Tender Offer ........ Our obligation to accept for purchase, and pay for, the validlytendered Bonds are subject to, and conditioned upon thesatisfaction or, where applicable, waiver of: (a) the MinimumTender Condition, (b) the Financing Condition, and (e) theGeneral Conditions. See “Conditions to the Tender Offer”.

The Issuer reserves the right, in its sole discretion, to waiveany and all conditions to the Tender Offer or to terminate theTender Offer at any time.

How to Tender Bonds....................... See “Procedures for Tendering Bonds”. For further information,call the Information and Tender Agent or the Dealer Manager atthe contact details set forth on the back cover of this Offer toPurchase or consult your broker, dealer, custodian bank,depository, trust company or other nominee for assistance.

Put Notice with Respect toTendered Bonds ................................

If you tender Bonds pursuant to the Tender Offer you will bedeemed to have irrevocably revoked any Put Notice withrespect to the tendered Bonds.

Untendered or Unpurchased Bonds .. Bonds not tendered or otherwise not purchased pursuant to theTender Offer will remain outstanding. If the Tender Offer isconsummated, the aggregate principal amount that remainsoutstanding of Bonds that is purchased in the Tender Offer willbe reduced. This may adversely affect the liquidity of and,consequently, the market price for the Bonds that remainoutstanding after consummation of the Tender Offer.

Certain Tax Considerations .............. For a discussion of certain ROC tax consequences of theTender Offer, see “Certain Tax Considerations”.

Brokerage Commissions ................... Tendering Holders will have to pay the Dealer’s Brokerage Feewhich will be deducted from the Tender Offer Consideration,Early Tender Premium or Tender Success Premium asapplicable, at settlement. Tendering Holders will not beobligated to pay brokerage fees or commissions to theInformation and Tender Agent, the Trustee, the Bond Agent, theRegistrar or us. Questions and requests for assistance may bedirected to the Information and Tender Agent or DealerManager at the contact details set forth on the back cover ofthis Offer to Purchase. If you hold Bonds through a broker orbank, you should consult that institution as to whether it willcharge you any service fees.

Dealer’s Brokerage Fee .................... A brokerage fee of 1.00% of any monies payable to you inconnection with the Tender Offer will be payable by you to theDealer Manager and deducted from such payment at settlement.

Dealer Manager ................................ Citigroup Global Markets Inc.

Information and Tender Agent.......... The Bank of New York Mellon.

Clearstream, Luxembourg................. Clearstream Banking, société anonyme.

Euroclear .......................................... Euroclear Bank S.A./N.V.

Clearing Systems .............................. Clearstream, Luxembourg and Euroclear.

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Direct Participant.............................. Each person shown in the records of the Clearing Systems as aholder of the Bonds (each a “Direct Participant”).

Clearing System Notice.................... The electronic notice to be posted by each of the ClearingSystems on or about February 19, 2009 informing directparticipants in the Clearing Systems of the procedures to befollowed in order to participate in the Tender Offer.

Instructions ....................................... The electronic instruction for submission by a Holder via therelevant Clearing System in the form specified in the ClearingSystem Notice specifying, inter alia:

(i) blocking instructions with respect to any Bonds for whichthe Holder participates in this Offer to Purchase;

(ii) whether the Holders Bonds are held in Euroclear orClearstream, Luxembourg, the relevant Euroclear orClearstream, Luxembourg, account number and the ISIN andCommon Code of such Bonds;

(iii) the identity of the beneficial owner of such Bonds togetherwith telephone and facsimile numbers, attention details andemail address;

(iv) the aggregate principal amount of Bonds that such Holdertenders in the Tender Offer; and

(v) any other information as may be required by the ClearingSystems or Information and Tender Agent and duly notified tothe Holders prior to the submission of such electronicinstruction.

First Supplemental Indenture ........... We have entered into the First Supplemental Indenture with theTrustee dated February 19, 2009 with respect to the Bonds,whereby, in the event of a non-closure of the Tender Offer, wegrant all Holders a Holders’ Second Put Right. In order toexercise the Holders’ Second Put Right, Holders need to deliveran exercise notice, in the same form as the Put Notice, no laterthan May 14, 2009. The Holders’ other rights under theIndenture will remain unchanged, including any rights andremedies with respect to the occurrence of a default or an eventof default under the Indenture.

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PROMOS TECHNOLOGIES INC.

We are a leading manufacturer of memory semiconductors in the Republic of China (“ROC”). Our

products consist primarily of commodity dynamic random access memories (“DRAMs”), including

synchronous DRAMs, or SDRAMs, and double data rate DRAMs, or DDR DRAMs. We also provide

foundry services for the manufacture of specialty DRAMs and niche memory products, including

high-speed DRAMs, low-power SDRAMs, pseudo SRAMs and System-in-Package-ready DRAMs.

We currently operate three 12-inch wafer fabrication plants, commonly known as “fabs” with a total

capacity of 103,000 wafers per month. Our 12-inch fab in Hsinchu, Taiwan, which commenced

commercial production in April 2002, currently has a capacity of approximately 23,000 wafers per month

and operates on 110nm technology. Our first 12-inch wafer fab in Taichung, Taiwan, began commercial

production of DRAMs in October 2005. This fab currently employs 70nm technology and has a capacity

of approximately 65,000 wafers per month. Our second 12-inch wafer fab in Taichung commenced

commercial production in August 2007. This fab currently employs 70nm technology and has a capacity

of approximately 15,000 wafers per month.

Over the past several years, we have developed from a dedicated DRAM foundry to a vertically

integrated supplier that designs, manufactures and sells DRAM products directly to end users. With the

support of Mosel Vitelic Inc. (“Mosel”), we have qualified our own branded products with, and now sell

directly to, tier-one OEM customers on a contract basis, including to Dell. We also sell our DRAM

products directly in the spot market. As we now sell our products to contract customers directly under

our new business strategy, we have expanded and continue to expand our marketing and sales team,

which had historically focused on managing sales to Mosel and Infineon Technologies AG, primarily

through recruitment from other semiconductor companies, although a part of this enlarged team consists

of marketing and sales personnel from Mosel. We maintain sales offices in the ROC, Japan, Singapore

and the United States. In addition, our subsidiary Mosel Vitelic Corporation currently acts as our

customer support center in the United States. Our customer base includes Dell, HP, Kingston, Hynix,

Fidelix and A-DATA.

We were incorporated on December 12, 1996 as a company limited by shares under the ROC

Company Law. Our current authorized share capital is NT$140,000,000,000 divided into 14,000,000,000

Shares. As of January 22, 2009, our paid-in, issued and outstanding share capital is NT$72,829,536,720,

divided into 7,282,953,672 Shares, including 576,000 thousand Shares issued through private placement

and 22,012 thousand Shares held as treasury stock. Our Articles of Incorporation also authorize series A

cumulative Preferred Shares. Series A Preferred Shares are convertible and distribution in cash form of

2% to 5% will be paid on an annual basis. No series A Preferred Shares have been issued as of the date

hereof. All of our issued and outstanding Shares are fully paid and in registered form.

The Issuer’s registered office is located at No. 19 Lin Hsin Road, Hsinchu Science Park, Hsinchu,

Taiwan 30078, Republic of China. Its website address is www.promos.com.tw. Except as provided under

the heading “Incorporation by Reference” below, material contained on such website is not part of and is

not incorporated by reference in this Offer to Purchase.

Recent Developments

The recent turmoil in the global financial markets and the scarcity of credit around the world has

led to increased level of uncertainty regarding future economic prospects, lack of consumer confidence,

decreased consumption levels, increased market volatility, and a widespread reduction of global business

activity generally. These factors have caused a disruption in the markets for technology products such as

personal computers, and a consequent decline in demand for DRAM.

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Additionally, the DRAM market landscape has remained highly competitive with players continuingto bring online additional manufacturing capacity and advanced linewidth technologies from projects thatwere initiated and funded over the last several years. This has contributed to rapid supply growth andtogether with the weak demand environment, a sharp decline in DRAM average selling prices. While thiscapacity growth and average sales price decline has moderated recently, average sales prices remain at orbelow cash cost for several DRAM manufacturers.

As a result of these factors, the DRAM industry globally, including in the ROC, is currentlyexperiencing a difficult economic environment and seeing significant restructuring activity. Industryparticipants have been shutting down production, reducing capital expenditures, cutting costs, sellingassets and seeking to raise additional capital. Given the challenges in raising additional capital andcontinued difficult market conditions, bankruptcy is also a risk. For example, Qimonda AG, a DRAMmanufacturer and competitor of the Issuer, filed for bankruptcy in January 2009.

Participants in the industry, including, but not limited to, the Issuer, may undergo additionalrestructurings and consolidation in the future and other players could enter bankruptcy. In any event,given the high debt levels, upcoming debt repayments and lack of free cash flow generation, anyconsolidation or restructuring arrangement could require an injection of additional capital, dilution ofexisting shareholders and/or agreement with lenders to restructure debt. Any such restructuring orconsolidation in the ROC may or may not occur in connection with actions that the government of theROC may determine to take in light of the difficult economic environment.

As a smaller player in the DRAM industry, the Issuer is significantly impacted by these industryfactors and is currently experiencing a difficult financial environment with negative profitability and cashflow in 2008. Negative cash flow from our operations in recent quarters and continued capitalexpenditure requirements have significantly impaired our cash and liquidity position. Certain asset salesthat we conducted subsequent to June 30, 2008, the date of our most recent audited financial statements,have been used for repayment of debt and payables and to generate additional working capital. However,these have only partially offset the effect of our negative operating cash flow.

Given these challenges, the Issuer believes it is currently not in full compliance with the terms andconditions of certain of its financing agreements and foresees challenges in meeting upcoming debtobligations (including the put payment under the Bonds). As a result it has investigated various optionsto secure the required funding including sale of certain manufacturing equipment, additional securedloans and additional public or private market issuance of debt, convertible or equity securities. Howeverdue to the challenging market factors described above and ongoing operational cashflow losses, we wereunable to secure the funding to meet the redemption requirements in full. We believe the new Financingwe have secured is the best available option to us and to Holders in the current market.

The Issuer believes that it is currently not in full compliance with the terms and conditions ofcertain of its financing agreements, as a result of certain covenant breaches and the non-payment ofprincipal when due under the terms of the respective agreements. The Issuer is currently in discussionswith the relevant parties to such agreements with a view to rectify such non-compliance. The Issuer iscurrently working towards obtaining waivers of certain provisions and extensions of the maturity datesunder its financing agreements as part of a program that is being facilitated by the ROC government.There can be no assurance whether or when any such waivers or extensions will be granted.

Other than as described above, no special ROC government assistance or direct investment has beenagreed.


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We have not yet determined whether or not we will be in a position to pay the entire or a portion,

if any, of the redemption price with respect to such Bonds at a later date. We expect that we will only be

in a position to make such determination at a later date, taking into consideration, among other factors,

the success of this Tender Offer, and our limited financial resources and the ongoing difficult market

conditions.

The non-payment of the full redemption price with respect to any Bond when due and payable

constitutes a default under the terms of the Indenture, which, upon expiration of a seven day grace

period, would mature to an event of default under the Indenture.

Additionally, an event of default under the Indenture may have occurred as a result of us having

failed to make a payment of principal in an amount of approximately NT$831 million when due and

payable in December 2008 under our Other Financing Arrangements. There can be no assurance that

Holders or the Trustee will not take enforcement actions against us based on any such default or event of

default that may have occurred or may occur under the Indenture, including, but not limited to, actions

for the enforcement of their respective rights, for the seizure of assets or the commencement of

insolvency proceedings.

Since we are currently not in compliance under all of our Other Financing Agreements, the

Lenders, which as of the date hereof have not taken any enforcement actions against us, may determine

to do so at any time, including, but not limited to, in connection with or response to, any enforcement

actions taken by Holders.


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INCORPORATION BY REFERENCE

The Issuer incorporates by reference into this Offer to Purchase the documents listed below which

can be obtained on the investor relations section of its website

(www.promos.com.tw/website/html/english/ir-1.htm), and such documents form an integral part of this

Offer to Purchase:

• The Issuer’s Financial Statements as of and for the years ended December 31, 2007 and 2006;

and

• The Issuer’s Financial Statements as of and for the sixth months ended June 30, 2008 and

2007.

Other than as set forth above, the material contained on the Issuer’s website is not part of and is

not incorporated by reference in this Offer to Purchase and should not be relied upon in determining

whether to tender your Bonds or to revoke your Put Notice.

Any statement contained in this Offer to Purchase or in a document (or part thereof) incorporated

by reference in this Offer to Purchase shall be considered to be modified or superseded for purposes of

this Offer to Purchase to the extent that a statement contained in this Offer to Purchase or in any other

subsequently filed document (or part thereof) that is or is considered to be incorporated by reference in

this Offer to Purchase modifies or supersedes that statement. The modifying or superseding statement

need not state that it has modified or superseded a prior statement or include any other information set

forth in the document that it modifies or supersedes. Any statement so modified or superseded shall not

be considered, except as so modified or superseded, to constitute any part of this Offer to Purchase.

Copies of each of the documents incorporated by reference into this Offer to Purchase may be

obtained at no cost by contacting the Information and Tender Agent at its contact details set forth on the

last page of this Offer to Purchase.

We are required to make certain information publicly available under applicable rules and

regulations through the Market Observation Post System maintained by the Taiwan Stock Exchange, such

information may be obtained over the Internet at the following website http://newmops.tse.com.tw. None

of the material contained on such website is part of or incorporated by reference in this Offer to

Purchase and should not be relied upon in determining whether to tender your Bonds.

The Information and Tender Agent or the Issuer will also provide without charge to each Holder

(and at the cost of the Issuer) to whom this Offer to Purchase and related documents are delivered, upon

request of such person, a copy of the Indenture and the Agency Agreement.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

All statements contained in this Offer to Purchase, statements made in press releases and oral

statements that may be made by us or our officers, directors or employees acting on our behalf that are

not statements of historical fact constitute “forward-looking statements”. You can identify some of theseforward-looking statements by terms such as “expects”, “believes”, “plans”, “intends”, “estimates”,“anticipates”, “may”, “will”, “would” and “could” or similar words. However, you should note that thesewords are not the exclusive means of identifying forward-looking statements. All statements regardingour expected financial position, business strategy, plans and prospects are forward-looking statements.These forward-looking statements, including statements as to:

• general economic, political and business conditions in our markets, both in the ROC andabroad, including demand and prices for DRAMs;

• interest rate fluctuations, inflation and exchange rate movements of the New Taiwanese Dollarin relation to foreign currencies;

• the cyclical nature of the DRAM and semiconductor industries;

• our ability to obtain financing on satisfactory terms;

• competition;

• prices of raw materials;

• changes in ROC legislation and regulation;

• our ability to deliver goods on a timely basis;

• availability of tax benefits;

• political, economic and social events in the ROC;

• government intervention impacting the ROC economy, taxes and tariffs;

• our future revenues, profitability and anticipated capital expenditures;

• expected growth in consumer demand;

• other expected industry trends;

• plans and anticipated dates for new projects;

• the ramp up of production at our 12-inch wafer fabs in Taichung;

• our alliance with Hynix Semiconductor Inc. (“Hynix”);

• our change in business strategy to become a vertically integrated supplier of DRAM; and

• other matters discussed in this Offer to Purchase regarding matters that are not historicalfacts;

— 10 —

are only forecasts. These forward-looking statements involve known and unknown risks, uncertainties and

other factors that may cause our actual results, performance or achievements to be materially different

from any future results, performance or achievements expressed or implied by these forward-looking

statements. These risks, uncertainties and other factors include, among others:

• impact of economic downturn on demand for PC products and other applications utilizing

DRAM;

• our ability to successfully ramp up production at our 12-inch wafer fabs in Taichung;

• our migration to 54nm technology based on the stack process;

• our continued relationship with Hynix, including our technology transfer agreement with

Hynix;

• our migration from technologies based on the trench process to advanced technologies based

on the stack process and our simultaneous use of both trench and stack process technologies

in the near- and medium-term;

• our ability to self-develop, jointly develop with a technology partner or otherwise acquire

advanced technologies;

• changes in market prices for our DRAM products;

• our rate of growth and ability to meet the demands relating to our growth, especially our

ability to fund capital expenditures and working capital requirements;

• changes in the availability and prices of raw materials, especially silicon wafers, and

machinery and equipment we need to manufacture our products;

• changes in customer preferences;

• changes in competitive conditions, such as overcapacity in the DRAM market, and our ability

to compete under these conditions;

• developments relating to lawsuits against us;

• changes in currency exchange rates among the NT Dollar, the US Dollar and the Japanese

Yen; and

• other factors beyond our control.

Given the risks and uncertainties that may cause our actual future results, performance or

achievements to be materially different than expected, expressed or implied by the forward-looking

statements in this Offer to Purchase, we advise you not to place undue reliance on those statements. We

are not representing or warranting to you that our actual future results, performance or achievements will

be as discussed in those statements. Further, we disclaim any responsibility to update any of those

forward-looking statements or publicly announce any revisions to those forward-looking statements to

reflect future developments, events or circumstances.

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PURPOSE OF THE TENDER OFFER

The purpose of the Tender Offer is to acquire the outstanding Bonds and thereby reduce the amount

of our publicly held U.S. dollar-denominated indebtedness. Any Bonds that are tendered and accepted in

the Tender Offer will be retired and canceled.

In light of our limited financial resources we believe that the Offer to Purchase provides the best

possible alternative that we can provide to Holders.

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THE TENDER OFFER

Upon the terms and subject to the conditions set forth in this Offer to Purchase, we hereby offer topurchase for cash any and all outstanding Bonds, subject to the Minimum Tender Condition and the otherconditions described herein.

The Bonds constitute direct, unconditional, unsubordinated and, subject to the terms of theIndenture, unsecured obligations of the Issuer and shall at all times rank pari passu and without anypreference or priority among themselves and, subject to terms of the terms of the Indenture, with allother present and future direct, unconditional, unsubordinated and unsecured obligations of the Issuer,except any obligation preferred by mandatory provisions by law.

The Tender Period commences at 10:00 a.m., London time, on February 19, 2009 and ends at theExpiration Time, which will be 2:00 p.m., London time, March 21, 2009, unless extended, re-opened orearlier terminated. Holders tendering their Bonds prior to the Early Tender Time and whose Bonds areaccepted for payment will receive the Tender Offer Consideration and the Early Tender Premium for suchBonds, which will be paid by the Issuer on the Initial Settlement Date. As specified herein, the Issuerwill pay the Tender Success Premium to tendering Holders on the Initial Settlement Date. Holderstendering their Bonds after the Early Tender Time but prior to the Expiration Time and whose Bonds areaccepted for payment will receive only the Tender Offer Consideration, which will be paid by the Issueron the Final Settlement Date. The Dealer’s Brokerage Fee will be deducted from the Tender OfferConsideration, Early Tender Premium or Tender Success Premium, as applicable, at settlement.

Consummation of the Tender Offer for any and all Bonds is subject to the satisfaction or waiver ofthe Minimum Tender Condition, the Financing Condition and the other General Conditions. We reservethe right, in our sole discretion, to waive or modify any one or more of the conditions to the TenderOffer, in whole or in part at any time. See “The Tender Offer — Conditions to the Tender Offer”.

We reserve the right, subject to applicable law, to increase or modify the Tender OfferConsideration, the Early Tender Premium or the Tender Success Premium, in our sole discretion (inwhich case the terms “Tender Offer Consideration”, “Early Payment Premium” and “Tender SuccessPremium” shall mean the amount as so increased or modified) without granting withdrawal or revocationrights.

Payment for Bonds validly tendered and accepted for payment will be made by our deposit ofimmediately available funds with the Information and Tender Agent on the respective Settlement Date,which will act as agent for us for the purpose of (i) receiving Bonds tendered by Holders and (ii)receiving payments from us and transmitting such payments to Holders. Under no circumstances will anyinterest on the Tender Offer Consideration, Early Tender Premium or the Tender Success Premium bepayable because of any delay in the transmission of funds to Holders by the Information and TenderAgent or Clearing System.

No interest accrued, if any, on Bonds tendered and accepted for payment will be paid by us. AllBonds not tendered or accepted for payment shall continue to accrue interest, if any.

Tenders of Bonds are irrevocable and may not be withdrawn except in the limited circumstancesdescribed in “Amendment and Termination — Cancellation Rights”.

We may extend the Tender Offer from time to time in our sole discretion. In order to extend theExpiration Time, we will notify the Information and Tender Agent of any extension by written notice andwill make a public announcement thereof at or prior to 2:00 a.m., London time, on the next business dayafter the previously scheduled Expiration Time. Such announcements may state that we are extending theTender Offer for a specified period of time. Failure of any Holder or beneficial owner of Bonds to be sonotified will not affect the extension of the Tender Offer.

— 13 —

We will be deemed to have accepted for payment pursuant to the Tender Offer and thereby havepurchased, validly tendered Bonds pursuant to the Tender Offer, if, as and when we give oral or writtennotice to the Information and Tender Agent of our acceptance of such Bonds for purchase pursuant to theTender Offer. We will announce acceptance for payment of the Bonds as promptly as practicablefollowing the Early Tender Time, satisfaction of the Minimum Tender Condition or Expiration Time, asapplicable.

Notwithstanding anything to the contrary set forth in this Offer to Purchase, we reserve the right atany time on or prior to the Expiration Time to (i) terminate or amend the Tender Offer for any reason or(ii) waive any of the conditions to the Tender Offer. If we take any of these actions, we will make apublic announcement thereof.

If the Tender Offer is terminated or amended in any material manner, or we waive or modify anymaterial conditions to the Tender Offer, we will promptly disclose such termination, amendment, waiveror modification in a public announcement, and we may, if determined by us to be appropriate, extend theTender Offer for no less than one day, such period to be set at our discretion subject to applicable law.

If you tender Bonds pursuant to the Tender Offer you will be deemed to have irrevocably revokedany Put Notice with respect to the tendered Bonds.

We have entered into the First Supplemental Indenture with the Trustee with respect to the Bonds,whereby, in the event of a Non-closure of the Tender Offer, we grant any Holder a Holders’ Second PutRight. In order to exercise the Holders’ Second Put Right, Holders need to deliver an exercise notice, inthe same form as the Put Notice, no later than May 14, 2009. The Holders’ other rights under theIndenture will remain unchanged, including any rights and remedies with respect to the occurrence of adefault or an event of default under the Indenture.

Without limiting the manner in which we may choose to make a public announcement of anyextension, amendment or termination of the Tender Offer, we shall have no obligation to publish,advertise or otherwise communicate any such public announcement, other than by making a timely pressrelease and complying with any notice provisions of the Indenture.

The Issuer expressly reserves the absolute right, in its sole discretion, from time to time to purchaseany Bonds that remain outstanding after the Expiration Time through open market or privately negotiatedtransactions, one or more additional tender or exchange offers or otherwise, on terms that may or maynot be equal to the Tender Offer Consideration for the Bonds, or to exercise any of its rights to redeemthe Bonds under the Indenture.





— 14 —

Additionally, an event of default under the Indenture may have occurred as a result of us having

failed to make a payment of principal in an amount of approximately NT$831 million when due and

payable in December 2008 under our Other Financing Arrangements. There can be no assurance that

Holders or the Trustee will not take enforcement actions against us based on any such default or event of

default that may have occurred or may occur under the Indenture, including, but not limited to, actions

for the enforcement of their respective rights, for the seizure of assets or the commencement of

insolvency proceedings.

Since we are currently not in compliance under all of our Other Financing Agreements, the

Lenders, which as of the date hereof have not taken any enforcement actions against us, may determine

to do so at any time, including, but not limited to, in connection with or response to, any enforcement

actions taken by Holders.


None of the Issuer, its management, the Dealer Manager, the Information and Tender Agent,the Bond Agent, the Registrar, the Trustee or their respective affiliates makes any recommendationto you as to whether or not you should tender your Bonds pursuant to the Tender Offer.

— 15 —

PROCEDURES FOR TENDERING BONDS

Holders who need assistance with respect to the procedures for participating in the Tender Offer

should contact the Information and Tender Agent or the Dealer Manger, the contact details for which

appear on the back cover of this Offer to Purchase.

Summary of Action to be Taken

The Issuer will only accept tenders of Bonds in the Tender Offer by way of the submission of valid

Instructions in accordance with the procedures set out in this section “Procedures for Tendering Bonds”.

IN ORDER TO PARTICIPATE IN THE TENDER OFFER YOU MUST GIVE INSTRUCTIONS INTHE FORM REQUIRED BY THE RELEVANT CLEARING SYSTEM IN THE CLEARINGSYSTEMS NOTICE.

A HOLDER TENDERING BONDS WILL ONLY BE ELIGIBLE TO RECEIVE THE TENDEROFFER CONSIDERATION, THE EARLY TENDER PREMIUM AND THE TENDER SUCCESSPREMIUM, IF ANY, IF ITS INSTRUCTIONS ARE RECEIVED BY THE RELEVANT CLEARINGSYSTEM PRIOR TO THE EARLY TENDER TIME. IF THE INSTRUCTIONS OF A HOLDERTENDERING BONDS ARE RECEIVED BY THE RELEVANT CLEARING SYSTEM AFTER THEEARLY TENDER TIME BUT PRIOR TO THE EXPIRATION TIME, SUCH HOLDER WILLELIGIBLE TO RECEIVE SOLELY THE TENDER OFFER CONSIDERATION.

A BENEFICIAL OWNER WHOSE BONDS ARE HELD BY A BROKER, CUSTODIAN, DEALER,COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCHNOMINEE IF SUCH BENEFICIAL OWNER WISHES TO TENDER ITS BONDS, WITHRESPECT TO BONDS SO HELD. THE RELEVANT BROKER, CUSTODIAN, DEALER,COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MAY SET AND INFORMHOLDERS OF AN EARLIER DEADLINE WITHIN WHICH HOLDERS SHOULD SUBMITTHEIR INSTRUCTIONS TO THE RELEVANT CLEARING SYSTEMS.

HOLDERS WHO DO NOT VALIDLY GIVE THEIR INSTRUCTIONS WILL NOT BE ABLE TOPARTICIPATE IN THE TENDER OFFER. FORMS OF THE INSTRUCTIONS CAN BEOBTAINED FROM THE DIRECT PARTICIPANTS OR THE CLEARING SYSTEMS, ASAPPLICABLE.

Holders are advised to check with any bank, securities broker or other intermediary through which

they hold Bonds whether such intermediary requires receipt of such Holder’s instructions to participate

in, or to revoke prior instructions to participate in, the Tender Offer before the deadlines specified in this

Offer to Purchase. The relevant Clearing Systems may set and inform Holders of an earlier deadlinewithin which Holders should submit their Instructions to the relevant Clearing Systems.

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Instructions

The electronic instruction for submission by a Holder via the relevant Clearing System in the form

specified in the Clearing System Notice specifying, inter alia:

(i) blocking instructions with respect to any Bonds for which the Holder participates in this Offer

to Purchase;

(ii) whether the Holders Bonds are held in Euroclear or Clearstream, Luxembourg, the relevant

Euroclear or Clearstream, Luxembourg, account number and the ISIN and Common Code of

such Bonds;

(iii) the identity of the beneficial owner of such Bonds together with telephone and facsimile

numbers, attention details and e-mail address;

(iv) the aggregate principal amount of Bonds that such Holder tenders in the Tender Offer; and

(v) any other information as may be required by the Clearing Systems or Information and Tender

Agent and duly notified to the Holders prior to the submission of such electronic instruction.

Holders must take the appropriate steps through the relevant Clearing System so that no transfers

may be effected in relation to such Blocked Bonds (as defined below) at any time after the date of

submission of such Instructions, in accordance with the requirements of the relevant Clearing System and

the deadlines required by such Clearing System. By blocking such Bonds in the relevant Clearing

System, each Direct Participant will be deemed to consent to have the relevant Clearing System provide

details concerning such Direct Participant’s identity and Clearing System securities account number to

the Information and Tender Agent, the Issuer and the Dealer Manager.

The receipt of Instructions to tender Bonds by the relevant Clearing System will constitute

instructions to debit the securities account of the relevant Direct Participant on the relevant Settlement

Date in respect of all of the Bonds the relevant Holder has tendered in the Tender Offer, against credit of

the relevant amount in cash from the Issuer equal to the consideration for such Bonds, subject to the

automatic revocation of those instructions on the date of any termination of the Tender Offer (including

where such Bonds are not accepted by the Issuer for repurchase) or the valid revocation of such

Instructions in the limited circumstances described in “Amendment and Termination — Cancellation

Rights”. The Dealer’s Brokerage Fee will be deducted from the Tender Offer Consideration, Early Tender

Premium or Tender Success Premium, as applicable, at settlement.

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Instructions may only be cancelled by a Holder, or the relevant Direct Participant on its behalf, inthe limited circumstances described in “Amendment and Termination — Cancellation Rights”.

By submitting valid Instructions to the relevant Clearing System in accordance with the standardprocedures of such Clearing System, the holder of the relevant Bonds and any Direct Participantsubmitting such Instructions, on such holder’s behalf shall be deemed to irrevocably agree to,acknowledge, represent, warrant and undertake to the Issuer, the Dealer Manager and the Information andTender Agent the following at or on each of the Early Tender Time, Initial Settlement Date, ExpirationTime and Final Settlement Date, as applicable (if the holder of such Bonds or the Direct Participant isunable to make these acknowledgements, agreements, representations, warranties and undertakings, suchholder or Direct Participant should contact the Dealer Manager and the Information and Tender Agentimmediately):

(a) it has received, reviewed and accepts the terms, conditions, risk factors and otherconsiderations of the Tender Offer, including the Tender Offer and Distribution Restrictionsapplicable thereto, all as described in this Offer to Purchase;

(b) it agrees and consents to the relevant Bonds being blocked in the relevant Clearing System;

(c) by having its relevant Bonds blocked in the relevant Clearing System, it will be deemed toconsent, in the case of a Direct Participant, to have such Clearing System provide detailsconcerning its identity to the Information and Tender Agent (and the Information and TenderAgent to provide such details to the Issuer and the Dealer Manager);

(d) with respect to any Bonds for which it has delivered Instructions to tender, upon the termsand subject to the conditions of the Tender Offer, it tenders in the Tender Offer the principalamount of Bonds in its account blocked in the relevant Clearing System and, subject to andeffective upon the repurchase by the Issuer of the Bonds blocked in such Clearing System, itrenounces all right, title and interest in and to all such Bonds repurchased by or at thedirection of the Issuer pursuant to the Tender Offer and waives and releases any rights orclaims it may have against the Issuer with respect to any such Bonds or the Tender Offer;

(e) with respect to any Bonds for which it has delivered Instructions to tender, payment by theIssuer to such Holder or, as the case may be, such Direct Participant of the Tender OfferConsideration, Early Tender Premium or Tender Success Premium, as the case may be, inrespect of tendered Bonds by such Holder, shall constitute full and final discharge of theIssuer’s obligations to such Holder under the terms and conditions of the Bonds and no otheramounts shall be payable to such Holder;

(f) with respect to any Bonds for which it has delivered Instructions to tender, it (i) agrees thatthe Bonds specified therein are, at the time of submission of the Instructions, and willcontinue to be, until the time of settlement on the Settlement Date, held by it at Euroclear orClearstream, Luxembourg and be blocked (“Blocked Bonds”) in the securities account towhich such Bonds are credited in the relevant Clearing System with effect from and includingthe date on which the Instructions were given, in accordance with the normal procedures ofsuch Clearing System and after taking into account the deadlines imposed by such ClearingSystem, (ii) gives instructions to debit the securities account of the relevant Direct Participanton the Settlement Date in respect of all of the Bonds the relevant Holder has tendered in theTender Offer, against credit of the relevant amount in cash from the Issuer equal to theconsideration for such Bonds, subject to the automatic revocation of those instructions on thedate of any termination of the Tender Offer (including where such Bonds are not accepted bythe Issuer for repurchase) or the valid revocation of such Instructions and (iii) it hasirrevocably revoked any Put Notice with respect to the tendered Bonds;

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(g) all authority conferred or agreed to be conferred pursuant to its acknowledgements,agreements, representations, warranties and undertakings, and all of its obligations, shall bebinding upon its successors, assigns, heirs, executors, trustees in bankruptcy and legalrepresentatives, and shall not be affected by, and shall survive, its death or incapacity;

(h) other than the discussion set forth in “Certain Tax Considerations” in this Offer to Purchase,no information has been provided to it by the Issuer, the Dealer Manager or the Informationand Tender Agent, or any of their respective directors, officers, employees, agents or affiliateswith regard to the tax consequences for Holders arising from the tender of Bonds in theTender Offer and the receipt of the consideration in respect of the relevant Bonds accepted forrepurchase, and it acknowledges that it is solely liable for any taxes and similar or relatedpayments imposed on it under the laws of any applicable jurisdiction as a result of itstendering Bonds in the Tender Offer and agrees that it will not and does not have any right ofrecourse (whether by way of reimbursement, indemnity or otherwise) against the Issuer, theDealer Manager or the Information and Tender Agent, or any of their respective directors,officers, employees, agents or affiliates, or any other person, in respect of such taxes andpayments;

(i) it is not a person to whom it is unlawful to send this Offer to Purchase or to make aninvitation pursuant to the Tender Offer under applicable laws;

(j) it is not resident and/or located in the United Kingdom or, if it is resident and/or located inthe United Kingdom, it is either (A) a person falling within the definition of investmentprofessional within the meaning of Article 19(5) of the Financial Services and Markets Act2000 (Financial Promotion) Order 2005 (the “Order”) or within Article 43(2) of the Order, orto other persons to whom it may lawfully be communicated in accordance with the Order or(B) any person to whom it may otherwise lawfully be made;

(k) it is not resident and/or located in the Republic of Italy (“Italy”), it did not receive, distributeor forward this Offer to Purchase or any other communications or documents to or from Italy;

(l) it is not resident and/or located in Belgium, or tendering the Bonds, directly or indirectly, to,or for the account of any person resident and/or located in Belgium or, if it is resident and/orlocated in Belgium, it is a professional or institutional investors referred to in article 10 of theBelgian law of 16 June 2006 on the public offer of investment instruments and the admissionto trading of investment instruments on a regulated market, each acting on their own account;

(m) it is outside France, or if it is in France, it is either a provider of investment services relatingto portfolio management for the account of third parties and/or qualified investor(“investisseurs qualifiés”) (all as defined in Article L.41 1-1, L.411-2 and D.411-1 to D.411-3of the French Code Monétaire et Financier);

(n) it has full power and authority to tender the Bonds and to sell, assign and transfer the Bondsit has tendered in the Tender Offer pursuant to the Instructions and, if such Bonds areaccepted for repurchase by the Issuer pursuant to the Tender Offer, such Bonds will betransferred to, or to the order of, or for the account of, the Issuer with full title free and clearfrom all liens, charges and encumbrances, not subject to any adverse claim and together withall rights attached thereto, and it will, upon request, execute and deliver any additionaldocuments and/or do such other things deemed by the Issuer to be necessary or desirable tocomplete the transfer and cancellation of such Bonds or to evidence such power and authority;and

(o) it has observed and will observe the laws of all relevant jurisdictions, obtained all requisitegovernmental, exchange control or other required consents, complied with all requisiteformalities and paid any issue, transfer or other taxes or requisite payments due from it in

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each respect in connection with any offer or acceptance, in any jurisdiction and that it has nottaken or omitted to take any action in breach of the representations or which will or mayresult in the Issuer or any other person acting in breach of the legal or regulatoryrequirements of any such jurisdiction in connection with the Tender Offer.

General

Separate Instructions

Separate Instructions must be submitted on behalf of each beneficial owner of the Bonds.

Irrevocability

The submission of valid Instructions in accordance with the procedures set out in this section“Procedures for Tendering Bonds” will be irrevocable (except in the limited circumstances described in“Amendment and Termination — Cancellation Rights”).

Irregularities

All questions as to the validity, form and eligibility (including time of receipt) of any Instructionsor as to the revocation of any Instructions will be determined by the Issuer, in its sole discretion, andsuch determination will be final and binding on the Holders in the absence of manifest error.

The Issuer reserves the absolute right to reject any and all Instructions not in proper form or inrespect of which, in the opinion of the Issuer’s legal advisors, the acceptance by the Issuer may beunlawful. The Issuer also reserves the absolute right to waive any defects, irregularities or delay in thesubmission of any and all Instructions. Further, the Issuer reserves the absolute right to waive any suchdefect, irregularity or delay in respect of particular Bonds, whether or not the Issuer elects to waivesimilar defects, irregularities or any delay in respect of other Bonds.

Any defect, irregularity or delay must be cured within such time as the Issuer determines, unlesswaived by it. Instructions will be deemed not to have been made until such defects, irregularities ordelays have been cured or waived. None of the Issuer, the Dealer Manager or the Information and TenderAgent shall be under any duty to give notice to a Holder of any defects, irregularities or delays in anyInstructions nor shall any of them incur any liability for failure to give such notice.

Distribution of Materials by the Information and Tender Agent

If a Holder requests the Information and Tender Agent to send to it a copy of this Offer toPurchase, any amendments or supplements thereto, any written material for communication to theHolders, the Information and Tender Agent, the Clearing Systems and their participants, and any brokers,dealers, banks, custodians, trust companies and other participants or nominees, any newspaperadvertisements or press releases relating to the Tender Offer, and such other forms or documents inconnection with the Tender Offer, the Information and Tender Agent will require such Holder to confirmits status by way of email, the form of which can be obtained from the Dealer Manager or theInformation and Tender Agent. Subject to receipt of such confirmation, the Information and Tender Agentwill then send such Holder a copy of the relevant materials. None of the Issuer, the Dealer Manager, theInformation and Tender Agent or any person who controls, or any director, officer, employee, agent oraffiliate of, any such person accepts any liability or responsibility whatsoever to any Holder fornon-distribution of any such materials to any Holder where such Holder has failed to comply with therequirement of confirmation of its status in the prescribed form. See “Tender Offer and DistributionRestrictions”.

Tenders of Bonds will be accepted only in principal amounts equal to US$1,000 or integralmultiples thereof. No alternative, conditional or contingent tenders will be accepted.

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Mutilated, Lost, Stolen or Destroyed Certificates. If a Holder desires to tender Bonds, but the

certificates evidencing such Bonds have been mutilated, lost, stolen or destroyed, such Holder should

contact the Trustee for further instructions.

Other. The tender of Bonds pursuant to the Tender Offer by the procedures set forth above will

constitute an agreement between the tendering Holder and the Issuer in accordance with the terms and

subject to the conditions of the Tender Offer.

If the Bonds are held of record in the name of a person other than the person giving the

Instruction, then the certificates must be accompanied by a completed irrevocable proxy authorizing such

person to tender such Bonds.

The method of delivery of the Instructions, certificates for Bonds and all other required documents

is at the election and risk of the tendering Holder. If a Holder chooses to deliver by mail, the

recommended method is by registered mail with return receipt requested, properly insured. In all cases,

sufficient time should be allowed to ensure timely delivery.

By tendering Bonds through book-entry transfer as described in this Offer to Purchase, and subject

to and effective upon acceptance for purchase of, and payment for, the Bonds tendered therewith, a

tendering Holder acknowledges receipt of this Offer to Purchase and (i) sells, assigns and transfers to or

upon the order of the Issuer all right, title and interest in and to all the Bonds tendered thereby, (ii)

waives any and all other rights with respect to the Bonds and (iii) releases and discharges the Issuer from

any and all claims such Holder may have now, or may have in the future, arising out of, or related to,

the Bonds, including, without limitation, any claims that such Holder is entitled to receive additional

principal or interest payments with respect to the Bonds or to participate in any redemption or defeasance

of the Bonds.

The Holder, by giving instructions with respect to its Bonds, represents and warrants that the

Holder has full power and authority to tender, sell, assign and transfer the Bonds tendered, and that when

such Bonds are accepted for purchase and payment by the Issuer, the Issuer will acquire good title

thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse

claim or right. The Holder will, upon request, execute and deliver any additional documents deemed by

us to be necessary or desirable to complete the sale, assignment and transfer of any Bonds tendered. All

authority conferred or agreed to be conferred by tendering the Bonds through book-entry transfer shall

survive the death or incapacity of the tendering Holder, and every obligation of such Holder incurred in

connection with its tender of its Bonds shall be binding upon such Holder’s heirs, personal

representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal

representatives.

If the Bonds with respect to which Instructions are given are held by two or more joint Holders,

each such Holder must give the Instructions. If a signature is by a trustee, executor, administrator,

guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative

capacity, such person should so indicate when signing and must submit proper evidence satisfactory to us

of such person’s authority so to act. If Bonds are held in different names, separate Instructions must be

executed covering each name.

If we are delayed in our acceptance for purchase of, or payment for, any Bonds or are unable to

accept for purchase or pay for Bonds pursuant to the Tender Offer for any reason, then, without prejudice

to our rights hereunder, tendered Bonds may be retained by the Information and Tender Agent on our

behalf and may not be validly withdrawn, subject to applicable law.

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The Bonds are the convertible debt obligations of the Issuer and are governed by the applicable

Indenture under which such Bonds were issued. There are no appraisal or other similar statutory rights

available to Holders in connection with the Tender Offer.

No Guaranteed Delivery. The Issuer does not intend to permit tenders of Bonds by guaranteed

delivery procedures.

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CONDITIONS TO THE TENDER OFFER

Notwithstanding any other provision of the Tender Offer and in addition to (and not in limitationof) the Issuer’s rights to terminate, to extend and/or amend any or all of the Tender Offer in its solediscretion, the Issuer shall not be required to accept for payment, purchase or pay for, and may delay theacceptance for payment of, any tendered Bonds, and may terminate any portion or all of the TenderOffer, if any of the following conditions (collectively, the “Conditions”) has not been satisfied:

• the Minimum Tender Condition;

• the Financing Condition;

• the New Lenders’ Put Revocation Condition; and

• the General Conditions described below.

General Conditions

For purposes of the foregoing provisions, all of the “General Conditions” shall be deemed to havebeen satisfied at the Early Tender Time or Expiration Time, as applicable, unless any of the followingconditions shall have occurred on or after the date of this Offer to Purchase and before the Early TenderTime or Expiration Time, as applicable:

1. there shall have been instituted, threatened or be pending any action, proceeding orinvestigation (whether formal or informal) (or there shall have been any material adversedevelopment to any action or proceeding currently instituted, threatened or pending) before orby any court, governmental, regulatory or administrative agency or instrumentality, or by anyother person, in connection with the Tender Offer that, in the sole judgment of the Issuer,either (a) is, or is reasonably likely to be, materially adverse to the business, operations,properties, condition (financial or otherwise), assets, liabilities or prospects of the Issuer orany of its subsidiaries or any of its or their affiliates, (b) challenges or might challenge themaking of the Tender Offer, (c) would or might prohibit, prevent, restrict or delayconsummation of the Tender Offer or (d) would materially impair the contemplated benefits ofthe Tender Offer to the Issuer or be material to Holders in deciding whether to accept theTender Offer;

2. an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shallhave been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable byany court or governmental, regulatory or administrative agency or instrumentality that, in thesole judgment of the Issuer, would or might result in any of the consequences referred to inparagraph 1 above;

3. the Trustee shall have objected in any respect to, or taken action that could, in the solejudgment of the Issuer, adversely affect the consummation of, the Tender Offer or in themaking of the Tender Offer or the acceptance of, or payment for, the Bonds tendered;

4. the Issuer has determined in its sole judgment that the acceptance for payment of, or paymentfor, some or all of the Bonds in the Tender Offer would violate, conflict with or constitute abreach of any order, statute, law, rule, regulation, executive order, decree or judgment of anycourt to which the Issuer or any of its subsidiaries may be bound or subject;

5. at any time on or after the date of this Offer to Purchase, any change (or any condition, eventor development involving a prospective change) shall have occurred or been threatened in thebusiness, properties, assets, liabilities, capitalization, stockholders’ equity, condition (financial

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or otherwise), operations, licenses, permits, results of operations or prospects of the Issuer,

which, in the Issuer’s sole judgment, is or may be materially adverse, or the Issuer will have

become aware of any fact which, in the Issuer’s sole judgment, has or may have material

adverse significance with respect to the Issuer, including without limitation a significant

deterioration in the Issuer’s cash position compared to such cash position on the date hereof

or non-compliance or breach by the Issuer with any covenant under existing contracts or

instruments or a default thereunder;

6. at any time on or after the date of this Offer to Purchase, there shall have occurred (i) any

general suspension of trading in, or limitation on prices for, securities on any national

securities exchange or market in the ROC, the United States, Hong Kong, Singapore or

Europe for a period in excess of three hours, (ii) a declaration of a banking moratorium or

any suspension of payments in respect of banks in the ROC, the United States, Hong Kong,

Singapore or Europe, (iii) any limitation (whether or not mandatory) by any governmental

authority or agency on, or other event which, in the Issuer’s sole judgment, might materially

adversely affect the extension of credit by banks or other lending institutions in the ROC, the

United States, Hong Kong, Singapore or Europe, (iv) commencement or declaration of a war,

armed hostilities or other national or international calamity directly or indirectly involving the

ROC, the United States, Hong Kong, Singapore or Europe, (v) a material decrease in the

value of the New Taiwan dollar as compared to the U.S. dollar, (vi) a material impairment in

the trading market for debt securities in the ROC, the United States, Hong Kong, Singapore or

Europe, (vii) any change in the tax laws in the ROC, the United States, Hong Kong,

Singapore or Europe that, in the Issuer’s sole judgment, materially alters the expected benefits

to us of purchasing the Bonds or (viii) in the case of any of the foregoing existing at the

opening of business on the date of this Offer to Purchase, a material acceleration or

worsening thereof; or

7. any approval, permit, authorization, consent or other action of any domestic or foreign

governmental, administrative or regulatory agency, authority, tribunal or third party shall not

have been obtained on terms satisfactory to the Issuer, which, in the Issuer’s sole judgment in

any such case, and regardless of the circumstances (including any action or inaction by the

Issuer or any of its affiliates) giving rise to any such condition, makes it inadvisable to

proceed with the Tender Offer.

The foregoing General Conditions are for the sole benefit of the Issuer and may be asserted by the

Issuer regardless of the circumstances giving rise to any such condition (including any action or inaction

by the Issuer) and may be waived by the Issuer, in whole or in part, at any time and from time to time,

in the sole discretion of the Issuer. All conditions to the Tender Offer will, if any Bonds are to be

accepted for purchase promptly after the Expiration Time, be either satisfied or waived by the Issuer

concurrently with or before the expiration of the Tender Offer at the Expiration Time. If any of the

conditions are not satisfied at the Expiration Time, the Issuer may, in its sole discretion and without

giving any notice, terminate the Tender Offer or extend the Tender Offer and continue to accept tenders

of Bonds. The failure by the Issuer at any time to exercise any of the foregoing rights will not be

deemed a waiver of any other right and each right will be deemed an ongoing right that may be asserted

at any time and from time to time.

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TENDER OFFER AND DISTRIBUTION RESTRICTIONS

United Kingdom

The communication of the Tender Offer Materials is not being made and the Tender Offer Materials

have not been approved by an authorised person for the purposes of section 21 of the Financial Services

and Markets Act 2000. Accordingly, the Tender Offer Materials are not being distributed to, and must not

be passed on to, the general public in the United Kingdom, and are only for circulation to (a) persons

outside the United Kingdom or (b) to persons within the United Kingdom falling within the definition of

investment professionals (as defined in Article 19(5) of the Order 2005 or within Article 43(2) of the

Order), or to other persons to whom it may lawfully be communicated in accordance with the Order or

(c) any person to whom it may otherwise lawfully be made.

Italy

The Tender Offer is not being made in Italy. The Tender Offer and the Tender Offer Materials have

not been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa

(CONSOB) pursuant to Italian laws and regulations. Accordingly, Holders are notified that, to the extent

that Holders are resident and/or located in Italy, the Tender Offer is not available to them and they may

not tender Bonds in the Tender Offer and, as such, any Instructions received from such persons shall be

ineffective and void, and neither the Tender Offer Materials nor any other documents or materials

relating to the Tender Offer or the Bonds may be distributed or made available in Italy.

Belgium

In Belgium, the Tender Offer is not being and will not be made, directly or indirectly, to, or for the

account of, any person other than to professional or institutional investors referred to in article 10 of the

Belgian law of 16 June 2006 on the public offer of investment instruments and the admission to trading

of investment instruments on a regulated market, each acting on its own account. The Tender Offer

Materials have not been and will not be submitted to nor approved by the Belgian Banking, Finance and

Insurance Commission (Commission Bancaire, Financière et des Assurances/Commissie voor het Bank,

Financie en assurantiewezen) and accordingly may not be used in connection with any tender offer in

Belgium except as may otherwise be permitted by Belgian law.

France

The Tender Offer Materials have not been submitted and will not be submitted to the clearance

procedures of the Autorité des Marchés Financiers in France. The Tender Offer does not constitute a

public tender offer for the purchase of Bonds nor a public offering of financial instruments in France.

Only providers of investment services relating to portfolio management for the account of third parties

and/or qualified investors (“investisseurs qualifies”), all as defined in Articles L.411-1, L.411-2 and

D.411-1 of the French Code Monétaire et Financier, are eligible to offer to sell Bonds.

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AMENDMENT AND TERMINATION

Amendment and Termination

Notwithstanding any other provision of the Tender Offer, the Issuer may, subject to applicable laws,at its option:

(a) extend, reopen or amend the Tender Offer in any respect (including, but not limited to, anyextension, shortening, reopening or amendment, as applicable, in relation to the Expiration Time, EarlyTender Time and/or Settlement Dates, in which case all references in this Offer to Purchase to“Expiration Time”, “Early Tender Time” or “Settlement Dates” shall be to such new Expiration Time,Early Tender Time or Settlement Dates following such extension, reopening or amendment; or

(b) delay the acceptance of or, subject to applicable law, the repurchase of Bonds tendered in theTender Offer until satisfaction or waiver of the conditions to the Tender Offer, even if the Tender Offerhas expired.

The Issuer shall give notice of any such event to Holders by publication and by a notice deliveredto the Clearing Systems for communication to Direct Participants.

The Issuer also reserves the right at any time to waive any or all of the conditions of the TenderOffer as set out in this Offer to Purchase. The Issuer will notify Holders of any such extension,shortening, reopening or amendment as soon as is reasonably practicable after the relevant decision ismade by publication and by notice delivered to the Clearing Systems for communication to DirectParticipants. Holders are advised that the Issuer may, in its sole discretion, accept tenders of tenderedBonds on more than one date if the Tender Offer is extended or reopened.

At any time before acceptance of Bonds tendered in the Tender Offer by the Issuer, the Issuermay, in its sole discretion, terminate the Tender Offer, including with respect to Instructionssubmitted before the time of such termination, by publication and by way of a notice delivered tothe Clearing Systems for communication to Direct Participants. With effect from such termination,any Bonds blocked in the Clearing Systems will be released.

A Holder who has tendered its Bonds may not validly amend the terms of its tender as specified inthe relevant Instruction without the prior written consent of the Issuer.

Cancellation Rights

If the Issuer amends the Tender Offer in any way that, in the Dealer Manager’s opinion, ismaterially prejudicial to Holders, or if the Issuer is otherwise required by law to permit cancellation, thenany valid tender of Bonds in the Tender Offer that has already been made before the announcement ofsuch amendment may be cancelled by a Holder at any time from the date and time of such announcementuntil 2:00 p.m. (London time) on the third Business Day following such announcement (subject to theearlier deadlines required by the Clearing Systems and any intermediary through which Holders holdtheir Bonds) or as otherwise required by applicable law. Holders wishing to exercise any such right ofcancellation should do so by submitting a valid cancellation instruction to the relevant Clearing System.To be valid, such instruction must specify the Bonds to which the original Instruction related, thesecurities account to which such Bonds are credited and any other information required by the relevantClearing System. Beneficial owners of Bonds that are held through an intermediary are advised to checkwith such entity when it would require to receive instructions to cancel a tender of Bonds in the TenderOffer in order to meet the above deadline.

For the avoidance of doubt, any Holder who does not exercise any such right of revocation in thecircumstances and in the manner specified above shall be deemed to have waived such right ofrevocation and its original Instruction will remain valid and effective.

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RISK FACTORS AND CERTAIN SIGNIFICANT CONSIDERATIONS

In deciding whether to participate in the Tender Offer, each Holder should consider carefully, inaddition to the other information contained in this Offer to Purchase, the following:

Limited Trading Market

To the extent that Bonds are tendered and accepted in the Tender Offer, the trading market forBonds that remain outstanding will become more limited. The Bonds are listed on the SGX-ST. Althoughwe believe that trading of the Bonds is currently limited, to the extent that we purchase Bonds pursuantto the Tender Offer, the trading markets for the Bonds held by others will become even more limited. Abid for a debt security with a smaller outstanding principal amount available for trading (i.e., a smaller“float”) may be lower than a bid for a comparable debt security with a greater float. Therefore, themarket price of any untendered or otherwise unpurchased Bonds may be affected adversely to the extentthat the Bonds of the same series tendered and purchased pursuant to the Tender Offer reduces the float.The reduced float may also tend to make the trading price more volatile. Holders of untendered orunpurchased Bonds may attempt to obtain quotations for such Bonds from their brokers; however, therecan be no assurance that an active trading market will exist for the Bonds of either series following theTender Offer. The extent of the public market for each series of Bonds following consummation of theTender Offer would depend upon the number of Holders holding Bonds remaining at such time, theinterest in maintaining a market in the Bonds on the part of securities firms and other factors.

Withdrawal Rights

Tenders of Bonds are irrevocable and may not be withdrawn except in the limited circumstancesdescribed in “Amendment and Termination — Cancellation Rights”.

The Bonds may be acquired by the Issuer other than through the Tender Offer in the future.

From time to time in the future, to the extent permitted by applicable law, the Issuer may acquireBonds that remain outstanding, whether or not the Tender Offer is consummated, through open marketpurchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such termsand at such prices as it may determine, which may be more or less than the price to be paid pursuant tothe Tender Offer and could be for cash or other consideration. Alternatively, to the extent permitted underthe indenture governing the Bonds, the Issuer may redeem in whole or in part any Bonds that remainoutstanding. There can be no assurance as to which, if any, of these alternatives (or combinationsthereof) the Issuer will pursue.

Conditions to the Consummation of the Tender Offer

The consummation of the Tender Offer is subject to the satisfaction of several conditions. See“Conditions to the Tender Offer”. There can be no assurance that such conditions will be met or that, inthe event that the Tender Offer is not consummated, the market value and liquidity of the Bonds will notbe materially adversely affected.

Revocation of Put Notice

If you tender Bonds pursuant to the Tender Offer, you will be deemed to have irrevocably revokedany Put Notice with respect to the tendered Bonds.

We have entered into the First Supplemental Indenture with the Trustee dated February 19, 2009with respect to the Bonds, whereby, in the event of a Non-closure of the Tender Offer, we grant anyHolder a Holders’ Second Put Right. In order to exercise the Holders’ Second Put Right, Holders need todeliver an exercise notice, in the same form as the Put Notice, no later than May 14, 2009.

— 27 —

Holders’ Put Right and Other Financing Agreements


Currently, we do not have sufficient funds and have not been able to secure any funds other thanthe Financing to pay the full redemption price for all Bonds with respect to which Holders haveexercised the Holder’s Put Right.



Additionally, an event of default under the Indenture may have occurred as a result of our havingfailed to make a payment of principal in an amount of approximately NT$831 million when due andpayable in December 2008 under our Other Financing Arrangements. There can be no assurance thatHolders or the Trustee will not take enforcement actions against us based on any such default or event ofdefault that may have occurred or may occur under the Indenture, including, but not limited to, actionsfor the enforcement of their respective rights, for the seizure of assets or the commencement ofinsolvency proceedings.

Since we are currently not in compliance under all of our Other Financing Agreements, theLenders, which as of the date hereof have not taken any enforcement actions against us, may determineto do so at any time, including, but not limited to, in connection with or response to, any enforcementactions taken by Holders.


Strategic Transactions

The DRAM industry globally, including in the ROC, is currently experiencing a difficult economicenvironment and seeing significant restructuring activity. Industry participants have been shutting downproduction, reducing capital expenditures, cutting costs, selling assets and seeking to raise additionalcapital. Given the challenges in raising additional capital and continued difficult market conditions,bankruptcy is also a risk. For example, Qimonda AG, a DRAM manufacturer and competitor of theIssuer, filed for bankruptcy in January 2009.

Participants in the industry, including, but not limited to, the Issuer, may undergo additionalrestructurings and consolidations in the future, and other players could enter bankruptcy. In any event,given the high debt levels, upcoming debt repayments and lack of free cash flow generation, anyconsolidation or restructuring arrangement could require an injection of additional capital, dilution ofexisting shareholders and/or agreement with lenders to restructure debt. Any such restructuring orconsolidation in the ROC may or may not occur in connection with actions that the government of theROC may determine to take in light of the difficult economic environment.

— 28 —

Preference, Fraudulent Conveyance and Bankruptcy

According to Article 244 of the ROC Civil Code, a creditor of the Issuer may institute proceedings

in court to invalidate the Issuer’s purchase of the Bonds from the Holders in the Tender Offer upon proof

in court that the purchase is detrimental to such creditor’s claim against the Issuer established prior to

the Issuer’s purchase of the Bonds from the Holders, and the Holders are aware that the purchase is

detrimental to the creditor’s claim against the Issuer established prior to the purchase.

According to the ROC Bankruptcy Law, bankruptcy may be commenced by either the debtor itself

or creditor when the debtor is unable to pay off its debt. If a creditor applies for bankruptcy, the creditor

must file a description of the debt owed to the creditor. The court must accept or reject such bankruptcy

application within seven days. If the creditors of the Issuer file a bankruptcy proceeding against the

Issuer and the court adjudicates bankruptcy, the bankruptcy trustee may request the court, within two

years after the adjudication of bankruptcy, to avoid the Issuer’s purchase of the Bonds in the Tender

Offer if such purchase is prejudicial to creditors’ rights established prior to adjudication and is voidable

under the ROC Civil Code. In addition, the bankruptcy trustee may void the Issuer’s purchase of the

Bonds from the Holders before the maturity date or redemption date of the Bonds if such purchase

occurs during the period six months prior to the adjudication of the bankruptcy.

There can be no assurance that creditors of the Issuer will not attempt to take any such action

under the ROC Civil Code or the ROC Bankruptcy Law.

— 29 —

SOURCE OF FUNDS

We intend to obtain the funds required to consummate the Tender Offer from the Financing. The

Tender Offer is conditioned upon our successful consummation of the Financing and our receiving net

proceeds therefrom in an amount sufficient to fund our obligation to pay the applicable consideration in

the Tender Offer. We expect to pay the expenses related to the Tender Offer from our remaining cash in

hand.

— 30 —

CERTAIN TAX CONSIDERATIONS

The following discussion summarizes certain ROC tax considerations that may be relevant to the

Tender Offer. This summary does not describe all of the tax considerations that may be relevant to you

or your situation, particularly if you are subject to special tax rules. You should consult your own tax

advisors about the tax consequences of holding or disposing of the Bonds, including the relevance of the

discussion below to your particular situation, as well as any tax consequences that may arise under any

federal, state, local and other tax laws.

Certain ROC Tax Considerations

Tender of Bonds by a Holder will not trigger any taxable event in the ROC for income tax

purposes, provided that the Tender Offer was conducted outside the ROC and the Holder is not a ROC

tax resident.

Security Transaction Tax: Tender of Bonds by a Holder will not be subject to any security

transaction tax pursuant to the ROC Ministry of Finance Ruling No. 0890459082 dated January 17, 2001,

which excludes transactions of offshore convertible bonds issued by ROC companies from security

transaction tax.

Other Jurisdictions

In view of the number of different jurisdictions where tax laws may apply to a Holder, this Offer to

Purchase does not discuss the tax consequences to Holders of the repurchase of Bonds by the Issuer

pursuant to the Tender Offer, other than those set forth above. Each Holder is urged to consult its own

professional advisors regarding the possible tax consequences under the laws of the jurisdictions that

apply to it, to the sale of its Bonds and its receipt of the Tender Offer Consideration, Early Tender

Premium or Tender Success Premium in respect of such Bonds. Each Holder is liable for its own taxes

and has no recourse to the Issuer, the Dealer Manager or the Information and Tender Agent with respect

to taxes arising in connection with the Tender Offer.

— 31 —

THE TRADING MARKET FOR THE BONDS AND THE ISSUER’S COMMON STOCK

The Bonds are listed on the SGX-ST. However, there is no active trading of the Bonds on the

SGX-ST, and, accordingly, there is no publicly available historical price data for the Bonds on the

SGX-ST. The Bonds are convertible into shares of the Issuer’s common stock at a current conversion

price of NT$10.86 per share, subject to adjustment. The Issuer’s common stock is listed on the ROC

GreTai Securities Market (“GTSM”) (ticker 5387.TWO). The table below sets forth the range of high

and low closing sales prices per share of the Issuer’s common stock as reported on the GTSM for the

periods indicated.

High Low

2007

Quarter ended March 31, 2007................................................................................ NT$14.35 NT$11.95

Quarter ended June 30, 2007................................................................................... NT$14.20 NT$12.75

Quarter ended September 30, 2007 ......................................................................... NT$14.60 NT$9.01

Quarter ended December 31, 2007 .......................................................................... NT$10.00 NT$7.70

2008

Quarter ended March 31, 2008................................................................................ NT$8.70 NT$7.06

Quarter ended June 30, 2008................................................................................... NT$8.46 NT$5.88

Quarter ended September 30, 2008 ......................................................................... NT$6.12 NT$2.91

Quarter ended December 31, 2008 .......................................................................... NT$3.41 NT$1.17

2009

First Quarter 2009 (through February 18, 2009) ..................................................... NT$2.43 NT$1.42

On February 18, 2009, the last reported sale price of a share of the Issuer’s common stock as

reported on the GTSM was NT$1.47. You should obtain current market quotations for the Issuer’s

common stock.

— 32 —

EXCHANGE RATES

The following table sets forth the average, high, low and period-end Noon Buying Rates between

NT Dollars and US Dollars (in NT Dollars per US Dollar) for the periods indicated. No representation is

made that the NT Dollar amounts actually represent such US Dollar amounts or could have been, or

could be, converted into US Dollars at the rate indicated, at any other rate or at all.

NT Dollars/US Dollar Noon Buying Rate

Average High Low Period End

2003 .......................................................................... 34.40 34.98 33.72 33.99

2004 .......................................................................... 33.37 34.16 31.74 31.74

2005 .......................................................................... 32.13 33.77 30.65 32.80

2006 .......................................................................... 32.51 33.31 31.28 32.59

2007 .......................................................................... 32.85 33.41 32.26 32.43

2008 .......................................................................... 31.52 33.55 29.99 32.76

2009 (1) .................................................................... 33.54 34.03 33.00 34.03

January ............................................................. 33.40 33.70 33.00 33.70

February (through February 18, 2009)............. 33.80 34.03 33.61 34.03

Source: Federal Reserve Board database

— 33 —

THE DEALER MANAGER AND THE INFORMATION AND TENDER AGENT

In connection with the Tender Offer, we have retained Citigroup Global Markets Inc. to act as

Dealer Manager and The Bank of New York Mellon to act as Information and Tender Agent, each of

which will receive customary fees for its services. We have agreed to reimburse each of the Dealer

Manager and the Information and Tender Agent for its respective out-of-pocket expenses and to

indemnify it against certain liabilities, including liabilities under federal securities laws. No fees or

commissions have been or will be paid by us to any broker, dealer or other person, other than the Dealer

Manager and the Information and Tender Agent in connection with the Tender Offer. In connection with

the Tender Offer and in addition to the Dealer’s Brokerage Fee, the Issuer will pay the Dealer Manager a

customary fee for its services.

Any Holder that has questions concerning the terms of the Tender Offer may contact the Dealer

Manager at the location shown in the contact details set forth on the back cover of this Offer to

Purchase. Questions and requests for assistance or additional copies of this Offer to Purchase may be

directed to the Information and Tender Agent at the location shown in the contact details set forth on the

back cover of this Offer to Purchase. Holders may also contact their broker, dealer, custodian bank,

depository, trust company or other nominee for assistance concerning the Tender Offer.

Instructions and all correspondence in connection with the Tender Offer should be sent or delivered

by each Holder or a beneficial owner’s broker, dealer, custodian bank, depository, trust company or other

nominee to the Information and Tender Agent at the address or to the facsimile number set forth on the

back cover of this Offer to Purchase. Any Holder or beneficial owner that has questions concerning

procedures for tendering Bonds should contact the Dealer Manager or Information and Tender Agent at

the location shown in the contact details set forth on the back cover of this Offer to Purchase.

The Dealer Manager may contact Holders regarding the Tender Offer and may request brokers,

dealers, custodian banks, depositories, trust companies and other nominees to forward this Offer to

Purchase and related materials to beneficial owners of Bonds.

The Dealer Manager and its affiliates have from time to time provided certain commercial banking,

financial advisory and investment banking services to the Issuer and its affiliates for which they have

received customary fees. In the ordinary course of their businesses, the Dealer Manager or its affiliates

may at any time hold long or short positions, and may trade for their own accounts or the accounts of

customers, in the debt or equity securities of the Issuer, including any of the Bonds. The Dealer Manager

and its affiliates may from time to time engage in future transactions with the Issuer and its affiliates and

provide services to the Issuer and its affiliates in the ordinary course of their respective businesses and

receive customary fees for such services.

None of the Dealer Manager, the Information and Tender Agent, the Bond Agent, the Registrar or

the Trustee assumes any responsibility for the accuracy or completeness of the information concerning

the Issuer contained or incorporated by reference in this Offer to Purchase or for any failure by the

Issuer to disclose events that may have occurred and may affect the significance or accuracy of such

information.

The Dealer Manager or any of its affiliates may hold Bonds for its or their own, or its or their

customers’ or affiliates’ accounts. The Dealer Manager or its affiliates may (i) submit Instructions for its

or their own account and/or (ii) submit Instructions on behalf of other Holders of the Bonds.

— 34 —

MISCELLANEOUS

No person has been authorized to give any information or make any representations other than

those contained or incorporated by reference herein and other materials, and, if given or made, such

information or representations must not be relied upon as having been authorized by the Issuer, the

Dealer Manager, the Information and Tender Agent, the Trustee, the Bond Agent, the Registrar or any

other person. The statements made in this Offer to Purchase are made as of the date on the cover page of

this Offer to Purchase and the statements incorporated by reference are made as of the date of the

document incorporated by reference. The delivery of this Offer to Purchase and the accompanying

materials shall not, under any circumstances, create any implication that the information contained herein

or incorporated by reference is correct as of a later date.

Recipients of this Offer to Purchase and the accompanying materials should not construe the

contents hereof or thereof as legal, business or tax advice. Each recipient should consult its own attorney,

business advisor and tax advisor as to legal, business, tax and related matters concerning the Tender

Offer.

— 35 —

The Information and Tender Agent for the Tender Offer is:

The Bank of New York Mellon40th Floor, One Canada Square

London E14 5AL

United Kingdom

With an office at:

The Bank of New York MellonOne Temasek Avenue

#03-01 Millenia Tower

Singapore 039192

Attention: Global Corporate Trust

Facsimile: +44 20 7964 6369 / +65 6883 0338

Email: [email protected] with a copy to [email protected]

Any questions or requests for assistance or for additional copies of this Offer to Purchase or any

other offer documents may be directed to the Information and Tender Agent at its facsimile number

above. A Holder may also contact the Dealer Manager at its telephone numbers set forth below or such

Holder’s custodian for assistance concerning the Tender Offer.

The Dealer Manager for the Tender Offer is:

Citigroup Global Markets Inc.388 Greenwich Street

New York, NY 10013

United States of America

Attention: Pamela Yeung / Timothy Wee

Telephone: +852 2501 2695 / +852 2501 2134

Email: [email protected]

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