Taipei, Taiwan, Jan 04, 2007 –System General Corporation (Taiex 6280), the leading provider of power management ICs, announced that its Board has resolved to support the tender offer commenced Tuesday by New Conversion Co., Ltd., an indirect wholly owned subsidiary of Fairchild Semiconductor International, Inc. (NYSE: FCS). The Board recommends that shareholders thoroughly review the tender offer fact sheet for their own benefits. The Board also resolved to approve a later share swap with New Conversion by which New Conversion expects to acquire shares of System General that are not acquired through the tender offer.

On January 2, 2007, Fairchild Semiconductor launched a tender offer to acquire 100 percent of the outstanding shares of System General for NT$93 per share in cash through its wholly owned subsidiary, New Conversion. Upon receipt of the Tender Offer Fact Sheet from New Conversion, Mr. Tom Yang, Chairman of System General, informed the Board of Directors and Supervisors of such offer and convened a Board Meeting on January 4 to discuss the relevant matters. The Board resolved to support the tender offer. For protecting the shareholders’ greatest interests, the Board strongly recommends shareholders thoroughly review the fact sheet for their own benefits before they accept the tender offer.

In order to increase the effectiveness of corporate organization and resources integration as well as to reduce overall cost, System General plans to conduct a share swap with New Conversion upon completion of the tender offer. To do so, New Conversion will issue its preferred shares in exchange for all the remaining shares of System General other than those held by New Conversion as of the transfer date so that System General will become a wholly-owed subsidiary of New Conversion. With regard to the share swap ratio, the proposed exchange ratio of 9.3 preferred shares of New Conversion for per original share of System General should be acceptable as appraised by Mr. Tzong-Li Lee, Chairman & Senior CPA of Careerjust Accounting Services firm. The share swap proposal remains to be discussed and approved by System General’s shareholders’ meeting.

System General has been devoting itself to power IC development and marketing. It also invests lots of resources on both new technology and new product developments in fields such as IC device programming instruments. Creating the biggest benefits for society and its employees as well as its shareholders has always been the eventual goal of System General. With this consideration, the company continually pursues the opportunity of win-win strategic partnerships.