ASX ASE Technology Holding Co Ltd

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¹ Based on 7,931,725,946 common shares outstanding as of July 31, 2016, as provided by Advanced Semiconductor Engineering, Inc.

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² Based on 7,931,725,946 common shares outstanding as of July 31, 2016, as provided by Advanced Semiconductor Engineering, Inc.

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³ Based on 7,931,725,946 common shares outstanding as of July 31, 2016, as provided by Advanced Semiconductor Engineering, Inc.

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⁴ Based on 7,931,725,946 common shares outstanding as of July 31, 2016, as provided by Advanced Semiconductor Engineering, Inc.

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⁵ Based on 7,948,025,946 common shares which were adjusted to reflect 7,931,725,946 common shares outstanding as of July 31, 2016, as provided by Advanced Semiconductor Engineering, Inc., plus 16,300,000 common shares Jason C.S. Chang may receive upon exercise of options granted to him which have been vested as of the date hereof.

Introduction

This Amendment No.2 (this “Amendment No.2”) amends and supplements the Schedule 13D previously filed on March 18, 2015 (“Original Schedule 13D”), as amended and supplemented by Amendment No. 1 to the Original Schedule 13D filed with the SEC on October 26, 2015 ( “Amendment No. 1,” and together with the Original Schedule 13D, the “Previous Schedule 13D”, and together with this Amendment No. 2, the “Schedule 13D”) relating to the common shares, par value NT$10.00 per share (the “Shares”), of Advanced Semiconductor Engineering, Inc., a company incorporated under the laws of the Republic of China (the “Company”).

This Amendment No. 2 is being filed to report changes to the beneficial ownership as a result of the open market purchases of Shares by one or more Reporting Persons.

Unless otherwise stated herein, the Previous Schedule 13D remains in full force and effect. Capitalized terms used therein and not defined herein have the meanings ascribed thereto in the Previous Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

During the period from May 24, 2012 to August 26, 2016, the Reporting Persons acquired Shares in open market transactions, subscribed for Shares in the Company’s offering of new Shares and had options to purchase Shares which vested, which Shares in the aggregate represented 1.003% of the outstanding total Shares of the Company (calculated based on 7,931,725,946 outstanding Shares as of July 31, 2016 as provided by the Company). These transactions were made at an aggregate consideration of NT$2,497,699,303 (US$78,941,192, based on the exchange rate of  NT$31.64 to US$1.00 on August 19, 2016 as set forth in the statistical release published by the Federal Reserve Board of the United States), and were funded by Mr. Chang’s personal funds.

Item 4. Purpose of Transaction

Other than the Shares that ASEE, Aintree and Mr. Chang previously obtained prior to the Company’s initial public offering, the Shares acquired by the Reporting Persons reported herein were acquired in open market transactions for investment purposes. The Reporting Persons may, from time to time, make additional purchases of Shares or ADSs either in the open market or in privately-negotiated transactions, depending upon their evaluation of the Company’s business, prospects and financial condition, the market for the Shares the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in Shares and/or enter into derivative transactions with institutional counterparties with respect to the Company’s securities, including the Shares and the ADSs.

Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

Item 5. Interest in Securities of the Issuer  

All ownership percentages set forth in this Item 5 are based on 7,931,725,946 Shares outstanding as of July 31, 2016, as provided by the Company.

Items 5(a) and (b) are hereby amended and restated as follows:

As of the date hereof, ASEE may be deemed to beneficially own 1,327,202,773 Shares, which amounts to 16.7 % of the total outstanding Shares (based on 7,931,725,946 Shares outstanding as of July 31, 2016, as provided by the Company). ASEE has the sole voting power to vote and dispose of 1,327,202,773 Shares.

As of the date hereof, Aintree may be deemed to beneficially own 1,327,202,773 Shares, which amounts to 16.7% of the total outstanding Shares (based on 7,931,725,946 Shares outstanding as of July 31, 2016, as provided by the Company), as a result of the relationships described in Item 2. Aintree has the sole voting power to vote and dispose of 1,327,202,773 Shares.

As of the date hereof, JC Holdings may be deemed to beneficially own 1,327,202,773 Shares, which amounts to 16.7% of the total outstanding Shares (based on 7,931,725,946 Shares outstanding as of July 31, 2016, as provided by the Company), as a result of the relationships described in Item 2. JC Holdings has the sole voting power to vote and dispose of 1,327,202,773 Shares.

As of the date hereof, Value Tower may be deemed to beneficially own 355,754,196 Shares, which amounts to 4.5% of the total outstanding Shares (based on7,931,725,946 Shares outstanding as of July 31, 2016, as provided by the Company). Value Tower has the sole voting power to vote and dispose of 355,754,196 Shares.

As a result of the relationships described in Item 2, Mr. Chang beneficially owns 1,327,202,773 Shares through ASEE, Aintree and JC Holdings and 355,754,196 Shares through Value Tower. In addition to the Shares Mr. Chang beneficially owns through ASEE, Aintree, JC Holdings and Value Tower, Mr. Chang directly owns 95,322,212 Shares. Furthermore, as of the date hereof, under the Company’s Employee Stock Option Plans, Mr. Chang owns vested options convertible into 16,300,000 Shares. In effect, as of the date hereof, Mr. Chang may be deemed to beneficially own 1,794,579,181 Shares, which amounts to 22.6% of the total outstanding Shares (based on 7,948,025,946 Shares which were adjusted to reflect 7,931,725,946 Shares outstanding as of July 31, 2016, as provided by Advanced Semiconductor Engineering, Inc., plus 16,300,000 Shares Mr. Chang may receive upon exercise of options granted to him which have been vested as of the date here of). Mr. Chang has the sole voting power to vote and dispose of 1,794,579,181 Shares.

Item 5(c) is hereby amended and restated as follows:

The following table details the transactions by Value Tower in the Shares during the period commencing sixty (60) days prior to August 26, 2016:

Explanation of response:

1. The price reported in Item 5(c) is a weighted average price. These shares were bought in multiple transactions at prices ranging from NT$37.25(US$1.18) to NT$37.40(US$1.18), inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

2. The price reported in Item 5(c) is a weighted average price. These shares were bought in multiple transactions at prices ranging from NT$37.30(US$1.18) to NT$37.50(US$1.19), inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

3. The price reported in Item 5(c) is a weighted average price. These shares were bought in multiple transactions at prices ranging from NT$37.10(US$1.17) to NT$37.45(US$1.18), inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

4. The price reported in Item 5(c) is a weighted average price. These shares were bought in multiple transactions at prices ranging from NT$36.65(US$1.16) to NT$37.20(US$1.18), inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

5. The price reported in Item 5(c) is a weighted average price. These shares were bought in multiple transactions at prices ranging from NT$37.30(US$1.18) to NT$37.75(US$1.19), inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

6. The price reported in Item 5(c) is a weighted average price. These shares were bought in multiple transactions at prices ranging from NT$37.95(US$1.20) to NT$38.20(US$1.21), inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

7. The price reported in Item 5(c) is a weighted average price. These shares were bought in multiple transactions at prices ranging from NT$38.25(US$1.21) to NT$38.80(US$1.23), inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

8. The price reported in Item 5(c) is a weighted average price. These shares were bought in multiple transactions at prices ranging from NT$38.55(US$1.22) to NT$38.95(US$1.23), inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote. 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

The second paragraph of Item 6 is hereby amended and restated as follows:

As of the date hereof, Mr. Chang beneficially owns 1,327,202,773 Shares through ASEE, Aintree and JC Holdings and 355,754,196 Shares through Value Tower and directly owns 95,322,212 Shares. Of the 1,327,202,773 Shares Mr. Chang beneficially owns through ASEE, Aintree and JC Holdings, 248,471,522 Shares have been pledged but the share pledge does not affect the voting power of ASEE, Aintree, JC Holdings or Mr. Chang over the Shares reported herein.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 26, 2016