FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
July
15, 2015
Commission File Number 001-16125
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Advanced Semiconductor Engineering, Inc.
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( Exact name of Registrant as specified in its charter)
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26 Chin Third Road
Nantze Export Processing Zone
Kaoshiung, Taiwan
Republic of China
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(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
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Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Not applicable
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ADVANCED SEMICONDUCTOR
ENGINEERING, INC.
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Date:
July 15, 2015
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By:
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/s/ Joseph Tung
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Name:
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Joseph Tung
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Title:
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Chief Financial Officer
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Minutes
Of
2015 Annual
Shareholders’ Meeting
Of
Advanced Semiconductor
Engineering, Inc.
(Translation)
1. Time: 10:00AM, Tuesday, June 23, 2015
2. Place: Zhuang Jing Auditorium,
600 Jiachang Rd., Nantz Processing Export Zone, Nantz District, Kaohsiung City
3. Present: 1.
Representative of Juristic-person Director, ASE Enterprise Ltd. : Tien Wu, Joseph Tung and Raymond Lo
2. Representative of
Juristic-person Supervisor, Hung Ching Development & Construction Co., Ltd. : JJ Lee
Total shares represented by shareholders and
proxy present 6,943,777,901 shares(including exercised by way of electronic transmission 4,168,282,504 shares) is 91.04% of total
outstanding shares of ASE 7,626,965,085 shares (excluding the shareholders who had no voting right stipulated in Company Law)
4. Chairperson's Remarks: (To be omitted)
5. Status Reports
(1)
2014 Business Report (See Attachment 1)
(2)
Report by supervisors on review of the 2014 financial statements. (See Attachment 2)
(3)
Report on total amount for endorsements, guarantees, and loans to third parties.
(4)
Report on the implementation of the privately offered foreign convertible corporate bonds passed in the 2014 shareholders' general
meeting.
(5)
Report on the implementation of ASE's indirect investments in mainland China.
(6)
Report on the implementation of buyback of ASE shares.
Speech of shareholder:
Shareholder's ID No. 38**80, reference
number of attendance card: 65; Mr. Tao, the first speech:
A. The
Company was sanctioned by the Kaohsiung Environmental Protection Bureau. What is the execution progress of the improvement plan?
B. What
about the status of the cases being considered in Kaohsiung High Administrative Court and Taiwan High Court Kaohsiung Branch Court,
respectively?
Shareholder
No. 38**80, number of attendance card: 65; Mr. Tao, the second speech:
The
Company's real estate company in Shanghai has been performing poorly. Would the Company plan to close the business?
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The Chairman of this Annual General Meeting and the CFO of the Company, Mr. Joseph Tung, gave explanations in response to the shareholder's first and second speeches. |
6. Matters for Ratification
Case 1 (proposed by the Board of Directors)
Proposal: |
Your ratification of 2014 final accounts is requested. |
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Explanation: |
1. ASE's
2014 financial statements have been audited and attested by Deloitte & Touche and reviewed by the supervisors.
2. Please
ratify the financial statements (see Attachment 3 to this manual for details) and the 2014 Business Report (see Attachment 1 to
this manual for details).
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Resolution: |
Voting results: Ratify 5,672,113,172 shares (including exercised by way of electronic transmission 2,992,055,968 shares); Oppose 36,700 shares (including exercised by way of electronic transmission 36,700 shares); Abstain from voting 1,234,085,418 shares (including exercised by way of electronic transmission 1,176,189,836 shares). Resolved, that the above proposal be and hereby was approved as proposed. |
Case 2 (proposed by the Board of Directors)
Proposal: |
Please ratify ASE’s 2014 proposal for earnings distribution. |
Explanation: |
1. The
Board of Directors has drafted ASE’s 2014 proposal for surplus distribution as shown in the table below in accordance with
applicable laws and ASE’s Articles of Incorporation for your ratification.
Advanced Semiconductor
Engineering, Inc.
2014 earnings distribution proposal
Unit: NT$
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Item |
Amount |
Earnings carried over from the previous year |
15,193,332,441 |
Subtract: Actuarial losses allocated to retained earnings |
32,538,303 |
Add: Current year gross profit |
23,592,667,578 |
Subtract: Provision for 10% statutory surplus reserve |
2,359,266,758 |
Current year earnings to be distributed |
36,394,194,958 |
Items for distribution: |
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Dividends (Note 1) |
15,589,825,292 |
Current year retained earnings |
20,804,369,666 |
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Remarks:
NT$211,200,000 to be distributed
as the remuneration for directors and supervisors
NT$2,335,600,000 to be distributed
as bonuses for employees, all in cash
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President:
Jason C.S. Chang Manager: Richard H.P. Chang Accountant Manager: Joseph Tung
Note 1: |
A total of NT$15,589,825,292 will be distributed as dividends to shareholders at NT$2 per share, all of which will be distributed in cash. The above distribution of dividends to shareholders and the cash and stock dividend distribution rates are calculated based on the number (7,794,912,646) of shares recorded in the Register of Shareholders as of March 19, 2015 after treasury stocks that were already bought back by ASE were subtracted. If at a later date ASE’s ECB holders exercise the right of conversion, or new shares are issued to employees against Employee Stock Option warrants, or new shares are issued by ASE for cash increase, or there is a buyback of ASE’s stock, or transfer or cancellation of ASE’s treasury stocks, which affects the cash distribution rate of the shareholders’ bonus, requiring adjustment, the management will request the shareholders’ meeting to authorize the Board of Directors to handle the situation and make adjustments accordingly.. |
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Note 2: |
In response to the introduction of an integrated income tax system, earnings of the most recent year will be distributed at this time. |
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2. Basis date for dividend distribution: The board is authorized to set the date after it is passed at the shareholders meeting. |
Speech of shareholder:
Shareholder's ID No. 55**1,
reference number of attendance card: 38; Mr. Tsai spoke:
A. The Company has such low
dividend yield every year. This year the dividend is NTD$2, which is below 70% and is lower than other IC assembly and testing
services providers. Could the Company increase the dividend for minority shareholders?
B. In recent years the percentage
of foreign shareholders of the Company has been declining to 78% now. Is this partly due to low dividend yield?
The Chairman of this Annual Genreal Meeting asked the CFO of
the Company, Mr. Joseph Tung, to give explanations, and continued the voting procedure of Proposal 2.
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Resolution: |
Voting results: Ratify 5,701,985,653 shares (including exercised by way of electronic transmission 3,021,928,449 shares); Oppose 36,700 shares (including exercised by way of electronic transmission 36,700 shares); Abstain from voting 1,204,212,939 shares (including exercised by way of electronic transmission 1,146,317,355 shares). Resolved, that the above proposal be and hereby was approved as proposed |
7.
Matters for Discussion
Case
1 (proposed by the Board of Directors)
Proposal: |
The matter over whether to consecutively or simultaneously select one of or combine cash increase by issuing common shares and DRs, domestic cash increase by issuing common shares, and privately offered foreign convertible corporate bonds is submitted for discussion. |
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Explanation: |
To finance future
capacity expansion, provide for working capital increases, repay bank loans, or cope with other needs for funds in the longer term,
ASE is urged to authorize the board to consecutively or simultaneously select one of or combine issuing DRs through cash capital
increases, conducting domestic cash capital increases by issuing common shares, and privately offering foreign convertible corporate
bonds according to articles of incorporation, relevant regulations and the following rules.
1. The
principles to issue new common shares and DR for capital increase in cash shall be as follows:
(1) The
current capital increase in cash by issuing common shares and DRs shall not exceed 500 million shares with the board of directors
authorized through shareholders' meetings to decide how many shares are to be issued depending on market conditions.
(2) The
price at which shares are issued via issuance of DRs through cash capital increases shall not fall below 90% of the simple
arithmetic mean of the share's closing price on the date the issue price is set and its closing price one, three or five days
prior to the price-setting date after adjustment for any distribution of stock dividends (or cancelled shares for capital
reduction) as per "Self-imposed Rules Governing Underwriters Assisting Companies in Issuing Securities" announced
by Taiwan Securities Association. If relevant regulations change, the pricing method may be changed accordingly. As share
prices often fluctuate substantially in a short time, the president is authorized to set the issue price by following
international practices after consulting the underwriter and considering international capital markets' circumstances,
domestic market prices, and the book building status. The DR's issue price is decided based on the fair market price of ASE's
common stock. Original shareholders who did not participate in the offering, if for the purpose of maintaining shareholding
structure, may purchase common stock in Taiwan's stock market at a price close to the DR's issue price without having to
assume exchange and liquidity risks. In addition, shares issued via issuance of DRs through cash increases will dilute the original shareholders' equity to a maximum
of 6.41%, not a major impact on shareholders' rights and interests.
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(3) 10%~15%
of common shares issued for this capital increase in cash shall, according to Article 267 of The Company Act, be reserved for subscription
by company employees and the shareholders meeting will be requested to fully appropriated the remaining 85%~90% for open issuance
as the securities for DR as the original shareholders have waived their rights for subscription in accordance with Article 28-1
of the Securities Exchange Act. For the part that employees have not subscribed for, the Chairman is authorized to contact a designated
party for purchase or, depending on market requirements, list as the original securities for participation in the issuance of DR.
(4) The
funds raised by shares issued via issuance of DRs through this cash capital increases shall be used to expanding the factories,
purchase equipment, purchase materials overseas, make reinvestments, and/or repay bank loans. Implementation shall be completed
within 2 years after the funds are raised. The project is expected to boost ASE's competitiveness, improve its efficiency, and
have a positive impact on shareholders' rights and interests.
(5) The
board of directors is authorized to adjust, set, and administer the major contents of the cash capital increase by DR issuance
plan, which includes issuance rules, source of capital, plan items, estimated progress and estimated probable effect generated
as well as other matters relevant to the issuance of DR, according to market conditions. If a cash capital increase must be changed
as ordered by the regulatory authority or required by circumstances, the board is authorized to make corresponding changes.
(6) In
conjunction with the issuance method of common shares for this capital increase in cash and participation in DR issuance, the president
or his designated representative is authorized to represent ASE in signing all documents related to the participation in the issuance
of DR as well as handling all needed matters.
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2. The principles for domestic cash capital
increase by issuing common shares:
(1) The
number of common shares issued for this domestic cash increase may not exceed 500 million shares.
(2) Face
value of shares issued via cash increase is NT$10 per share. The issue price shall be decided by the Chairman after consulting
the underwriter as per the "Self-imposed Rules Governing Underwriters Assisting Companies in Issuing Securities" announced
by the Taiwan Securities Association and market conditions at time of issue and filed with the competent authority.
(3) According
to Article 28-1 of the Securities Exchange Act, the underwriting method for the publicly offered portion shall be decided by the
board of directors as authorized between public subscription and book building.
A. If
public subscription is selected:
Apart from the 10%~15% of the
issued shares to be reserved for employee subscription at the actual issue price according to Article 267 of the Company Act, 10%
of the newly issued shares will be publicly offered to comply with Article 28-1 of the Securities Exchange Act, while the remaining
75%~80% will be subscribed by the existing shareholders based on the shareholding percentages on the base date. For an existing
shareholder who holds insufficient shares to subscribe to one new share, joint subscription with other shareholders or combined
subscription by one person will be allowed; any employee or existing shareholder who does not subscribe to the issue authorizes
the Chairman to contact a designated party for purchase at the issue price.
B. If
book building is selected:
Apart from the 10%~15% of the
issued shares to be reserved for employee subscription at the actual issue price according to Article 267 of the Company Act, the
remaining shares will be subject to Article 28-1 of the Securities Exchange Act, and the existing shareholders waive the right
to subscribe before the shares all become publicly offered based on the book building method. In addition, if ASE’s employees
have not subscribed sufficiently and adequately or waived the right to subscribe, the chairman may contact a designated party for
purchase.
(4) The
rights and obligations associated with the new shares issued for the cash increase are identical to those associated with the existing
shares.
(5) The
funds raised by common shares issued through this cash increase shall be used to expand factories, purchase equipment, purchase
materials overseas, provide for working capital increase, make reinvestments, and/or repay bank loans. Implementation shall be
completed within 2 years after the funds are raised. The project is expected to boost ASE's competitiveness, improve its efficiency,
and have a positive impact on shareholders' rights and interests.
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(6) The
board of directors is authorized to adjust, set, and administer the major contents of the cash capital increase plan, which includes
issuance rules, source of capital, plan items, estimated progress and estimated probable effect generated as well as other matters
relevant to the issuance of DR, according to market conditions. If a cash capital increase must be changed as ordered by the regulatory
authority or required by circumstances, the board is authorized to make corresponding changes.
(7) Once
the plan for cash increase is filed with the competent authority, the Chairman will be authorized to set the base date, payment
period, and ex-rights date for new share issue.
3. The principles to privately
issue foreign convertible corporate bonds:
(1) This
private offering of foreign convertible corporate bonds is subject to a maximum of NT$16 billion or the equivalent in foreign currencies.
Please see Attachment 4 to this Agenda for the preliminary issue and conversion rules for this private offering of foreign convertible
corporate bonds, which will be handled by the board of directors authorized by the shareholders meeting based on ASE's funding
needs or financial market conditions.
(2) Basis
and reasonableness of private offering price:
The issue price for the private
offering of foreign convertible corporate bonds is set to be not lower than 80% of the formula price referred to in the Directions
for Public Companies Conducting Private Placements of Securities. For the actual issue price, the shareholders meeting will be
requested to grant the board of directors the authority to set the price according to the law and not below the range approved
by the shareholders meeting and depending on current market and company circumstances. The price for this private offering of foreign
convertible corporate bonds is set according to the regulations and in consideration of the strict restrictions for transfer timing,
recipient, and quantity of privately offered securities. In addition, shares converted from corporate bonds may not be publicly
listed for three years from delivery. The price and terms for this private offering of foreign convertible corporate bonds is deemed
to be reasonable considering factors such as weakened liquidity.
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(3) Offeree
selection method and its purpose, necessity, and expected benefits:
The offeree selection procedure
shall follow the rules under Article 43-6 of the Securities and Exchange Act and the previous order (91) Tai-Cai-Zheng-1 No. 0910003455
on June 13, 2002 from the Securities and Futures Commission of the Ministry of Finance. The purpose for selecting offerees is to
introduce strategic investors. A strategic investor refers to an individual or corporate entity that, for the purpose of increasing
ASE's profits, assists ASE to enhance technology, improve quality, increase efficiency, and expand market share through vertical
or horizontal industry integration or collaboration in product or market development. The selection of offerees shall be decided
by the board of directors as authorized by the shareholders meeting.
The purpose, necessity, and
expected benefits are to meet the demands of ASE's operations by having private offering investors provide ASE with assistance
in enhancing technology, improving quality, reducing costs, increasing efficiency, and expanding the market in order to strengthen
ASE's competitiveness and improve operational efficiency and long term development.
(4) The
necessity, use of funds, and expected benefits:
A. Reasons
against a public offering:
The choice of a private offering
is in support of ASE's future business development and plans to introduce strategic investors and in consideration of the time
sensitiveness, convenience, issue costs and shareholder stability provided by a private offering. In addition, privately offered
securities are restricted from free transfer under the Securities and Exchange Act, and this rule will ensure a long-term partnership
between ASE and its strategic investors.
B. Maximum
amount of private offering:
The total value of privately
offered foreign convertible corporate bonds is limited to NT$16 billion or its equivalent in foreign currencies at maximum. However,
the actual value of private offering shall be determined according to applicable laws and regulations and financial market circumstances
at the time. When a convertible corporate bond holder obtains common shares of ASE by exercising conversion rights, the number
of shares is calculated based on the conversion price at the time of conversion.
C. Use
of funds and expected benefits:
The current private
offering of foreign convertible corporate bonds may be embarked on by the Board of Directors within a year from the date the resolution
is reached during a shareholders' meeting. The raised capital is expected to be used for one or more purposes such as capital expenditure,
working capital, payback of bank loans, and reinvestments. In addition, it is expected that the fund will be completely used within
two years after private offering is completed. The expected benefits include a positive impact on shareholder rights and one or
more of strengthened position in the industry, enhanced long term competitiveness, improved financial structure, and savings in
interest expenses. However, the actual private offering and the schedule for the use of funds shall depend on ASE's capital requirements,
legal regulations, and financial market circumstances.
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(5) Rights
and obligations associated with converting corporate bonds to common shares
The rights and
obligations associated with the common shares converted from this private offering of foreign convertible corporate
bonds are identical to those associated with the existing common shares of ASE. However, the listing and resale of
such common shares shall be subject to the rules under the Securities and Exchange Act. Private offerings of foreign
convertible corporate bonds shall be conducted in compliance with the letter from the Financial Supervisory
Commission of the Executive Yuan, Jin-Guan-Zheng-1 No. 09700513881 on October 21, 2008.
(6) The
private offering plan includes primarily the issue and conversion rules, actual private offering price, private offering terms,
plan items, amounts, scheduled progress and expected benefits, and other matters potentially related to the issue plan. The shareholders
meeting will be requested to authorize the board of directors to make adjustments at its full discretion according to ASE's financial
needs, financial market conditions, and relevant regulations. The shareholders meeting will also be requested to authorize the
board of directors to make modification or correction at its full discretion in response to future changes in legal regulations,
orders from the competent authority, or changes in market conditions, business assessment, or objective environmental conditions.
(7) In
order to complete the private offering of foreign convertible corporate bonds, the shareholders meeting will also be requested
to authorize the chairman of the board or a designated person to represent ASE in the signing of all relevant contracts and documents
and complete all subsequent procedures for ASE.
(8) For matters
that are not covered herein, the shareholders meeting will be requested to authorize the board of directors to, in accordance with
law, proceed at its own discretion.
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Resolution: |
Voting results: Ratify 5,214,738,047 shares (including exercised by way of electronic transmission 2,534,680,843 shares); Oppose 446,998,659 shares (including exercised by way of electronic transmission 446,998,659 shares); Abstain from voting 1,244,498,586 shares (including exercised by way of electronic transmission 1,186,603,002 shares). Resolved, that the above proposal be and hereby was approved as proposed. |
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Case
2 (proposed by the Board of Directors)
Proposal: |
Please discuss the revised version of the Procedure for the Acquisition or Disposal of Assets. |
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Explanation: |
1. To
reflect the establishment of an audit committee by ASE to replace supervisors this year (2015), a resolution was reached in the
Board of Directors' meeting on March 30, 2015 to revise some articles of the Procedure for the Acquisition or Disposal of Assets.
2. Your
approval of the comparison of Revised Articles of the Procedure for the Acquisition or Disposal of Assets before and after revisions
as shown in Attachment 5 is requested.
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Resolution: |
Voting results: Ratify 5,677,212,173 shares (including exercised by way of electronic transmission 2,997,154,969 shares); Oppose 45,955 shares (including exercised by way of electronic transmission 45,955 shares); Abstain from voting 1,228,977,164 shares (including exercised by way of electronic transmission 1,171,081,580 shares). Resolved, that the above proposal be and hereby was approved as proposed. |
Case
3 (proposed by the Board of Directors)
Proposal: |
Please discuss the revision of the Procedure for Lending Funds to Other Parties. |
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Explanation: |
1. To
meet the requirements of the Financial Supervisory Commission indicated in the Jin-Guan-Zheng-Shan No. 1030034970 letter and to
reflect the fact that an audit committee will be established by ASE this year (2015) to replace supervisors, the Board of Directors
approved the revision of some articles of the Procedure for Lending Funds to Other Parties in its meetings on September 11, 2014
and March 30, 2015, respectively.
2. Your
approval of the comparison of revised articles of the Procedure for Lending Funds to Other Parties before and after revisions as
shown in Attachment 6 is requested.
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Resolution: |
Voting results: Ratify 5,676,122,779 shares (including exercised by way of electronic transmission 2,996,065,575 shares); Oppose 1,135,349 shares (including exercised by way of electronic transmission 1,135,349 shares); Abstain from voting 1,228,977,164 shares (including exercised by way of electronic transmission 1,171,081,580 shares). Resolved, that the above proposal be and hereby was approved as proposed. |
Case 4 (proposed
by the Board of Directors)
Proposal: |
Please discuss the revision of the Procedure for Making Endorsements and Guarantees. |
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Explanation: |
1. To
reflect the establishment of an audit committee by ASE to replace supervisors this year (2015), a resolution was reached in the
Board of Directors' meeting on March 30, 2015 to revise some articles of the Procedure for Making Endorsements and Guarantees.
2. Your
approval of the comparison of revised articles of the Procedure for Making Endorsements and Guarantees before and after revisions
as shown in Attachment 7 is requested.
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Resolution: |
Voting results: Ratify 5,676,138,049 shares (including exercised by way of electronic transmission 2,996,080,845 shares); Oppose 1,120,079 shares (including exercised by way of electronic transmission 1,120,079 shares); Abstain from voting 1,228,977,164 shares (including exercised by way of electronic transmission 1,171,081,580 shares). Resolved, that the above proposal be and hereby was approved as proposed. |
Case 5 (proposed by the Board of Directors)
Proposal: |
Please discuss the revision of ASE’s Articles of Incorporation. |
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Explanation: |
1. To
reflect the establishment of an audit committee by ASE to replace supervisors this year (2015), a resolution was reached in the
Board of Directors' meeting on March 30, 2015 to revise some articles of ASE's Articles of Incorporation.
2. Your
approval of the comparison of ASE's Articles of Incorporation before and after revisions as shown in Attachment 8 is requested.
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Resolution: |
Voting results: Ratify 5,700,597,910 shares (including exercised by way of electronic transmission 3,020,540,706 shares); Oppose 1,423,434 shares (including exercised by way of electronic transmission 1,423,434 shares); Abstain from voting 1,204,213,948 shares (including exercised by way of electronic transmission 1,146,318,364 shares). Resolved, that the above proposal be and hereby was approved as proposed. |
8. Elections
Case 1
(proposed by the Board of Directors)
Proposal: |
Election of directors for the new
term is requested. |
Explanation: |
1. ASE
now has nine directors (including two independent directors) and five supervisors whose tenure will expire on June 21,
2015. To meet the requirement of the Financial Supervisory Commission for a mandatory audit committee, ASE will only elect
directors for the new term this year (2015) and establish an audit committee to replace supervisors.
2.
In accordance with Article 16 of ASE's Articles of Incorporation, to reflect the establishment
of an audit committee, during the election of 2015, 11 to 15 directors, including 3 independent
directors and 8 to 12 non-independent directors will be elected for the new term. All
of the directors will serve a term of three years. The resolution was reached by the
Board of Directors on March 30, 2015 to elect 11 directors, including three independent
directors and eight non-independent directors at this current shareholders' general meeting.
The new directors will serve a term of three years that begin on June 24, 2015 and expires
on June 23, 2018.
3.
List of independent director candidates and their related information are specified as
follows:
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Name |
Education |
Experience |
Number
of shares held |
Sheng-fu
You |
Department
of Accounting, National Taiwan University College of Management
Master,
Graduate Institute of Accounting, National Chengchi University
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²
ASE independent director and member of ASE's Remuneration Committee
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Supervisor of Dynapack International Technology Corporation
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Supervisor of San Fu Chemical Co., Ltd.
²
Supervisor of Arima Communications Corp.
²
Director of Arima Lasers Corp.
²
Independent director and member of Remuneration Committee of Yulon Motors
²
Member of Remuneration Committee of Taiwan Acceptance Corporation
²
Member of Remuneration Committee of Elite Material Co., Ltd.
²
CPA at Deloitte & Touche (Retired)
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0
shares |
Ta-lin
Hsu |
Bachelor of Physics, |
²
ASE independent director and member of ASE's Remuneration
Committee |
0
shares |
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National
Taiwan University
Master
of Physics, NYU Polytechnic School of Engineering
Doctor
of Electrical Engineering, University of California - Berkeley
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²
President and Founder of H&Q Asia Pacific
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Mei-yueh
Ho |
Bachelor
of Agricultural Chemistry, National Taiwan University |
²
Minister of Economic Affairs
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Chairman of Council for Economic Planning And Development
²
Independent director and member of Audit Committee and Remuneration Committee of
AU Optronics Corp.
²
Independent director and member of Audit Committee and Remuneration Committee of
Bank of Kaohsiung
²
Independent director and member of Remuneration Committee of Kinpo Electronics, Inc. |
0
shares |
Election results: |
List of elected directors: |
No. /
ID No. |
Name |
Votes
received |
Note |
1 |
A.S.E.
Enterprises Limited-representative:Jason
C.S. Chang |
6,377,189,226 |
Director |
3 |
Richard
H.P. Chang |
4,448,633,020 |
Director |
1 |
A.S.E.
Enterprises Limited-representative:Tien
Wu |
3,133,813,210 |
Director |
1 |
A.S.E.
Enterprises Limited-representative:Joseph
Tung |
3,133,807,952 |
Director |
1 |
A.S.E.
Enterprises Limited-
representative:Raymond
Lo
|
3,122,586,825 |
Director |
1 |
A.S.E.
Enterprises Limited-
representative
:Jeffrey Chen |
3,111,482,762 |
Director |
1 |
A.S.E.
Enterprises Limited-
representative
:TS Chen |
3,082,831,601 |
Director |
372564 |
Rutherford
Chang |
2,968,743,539 |
Director |
H101****17 |
Shen-fu You |
3,987,327,485 |
Independent
Director |
1943****HS |
Ta-lin Hsu |
3,667,616,540 |
Independent
Director |
Q200****32 |
Mei-yueh Ho |
3.917,783,859 |
Independent
Director |
9.Other Proposals :
Case 1
(proposed by the Board of Directors)
Proposal: |
Waiver of non-competition clauses
for newly elected directors of ASE. |
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Explanation: |
1.
Article 209 of the Company Act stipulates that directors should brief actions they are going to take within the scope
of ASE's business operation for themselves or for others in the shareholders' meetings and obtain permission.
2.
If, following reelection, new directors are engaged in the investment or operation of a business entity whose scope of
business is similar to that of ASE and acts as a director thereof, we request that the non-competition clauses applicable
to the director be waived in order to allow him or her to act as a director or the representative of said business entity,
provided that such waiver will not infringe upon the interests of ASE.
|
|
Other
positions held by newly elected Directors are presented below |
Name |
Other
Positions |
Jason
C.S. Chang |
J&R
Industrial Inc. –Chairman and Director (Representative)
ASE
Japan Co., Ltd.-Director
ASE
Test Inc. - Chairman and Director (Representative)
ASE
Test Holding, Ltd.-Director
ASE
(Korea) Inc.-Director
ISE
Labs, Inc.-Director
ASE
Holding Ltd.(Bermuda)-Director
J&R
Holding Ltd.(Bermuda)-Director
Innosource
Ltd.-Director
ASE
(Kunshan), Inc. -Director
ASE
Test Limited (Singapore)-Chairman
ASE
(Shanghai) Inc. -Chairman |
| ASE
Module (Shanghai) Inc. -Director
ASE
Investment (Kunshan) Ltd. -Chairman
ASE
Electronics Inc.- Chairman and Director(Representative)
ASE
Mauritius Inc.-Director
ASE
Corporation -Director
Suzhou
ASEN Semiconductors Co., Ltd. -Chairman
ASE
Labuan Inc.-Director
Advanced
Semiconductor Engineering(China) Ltd. -Director
ASE
Singapore Pte. Ltd.-Director
Alto
Enterprises Ltd.-Director
Super
Zone Holdings Ltd.-Director
Anstock
Limited -Director
Anstock
II Limited -Director
Universal
Scientific Industrial (Shanghai) Co., Ltd.-Director
Universal
Scientific Industrial Co., Ltd. – Director
ASE
Enterprises -Director |
Richard
H.P. Chang |
J&R
Industrial Inc.-Director(Representative)
Innosource
Ltd.-Director
ASE
(Shanghai) Inc. -Director
ASE
Test Inc.-Director(Representative)
Omniquest
Industrial Ltd.-Director
ASE
Test Limited (Singapore) -Director
ASE
(Korea) Inc.-Director
ASE
Electronics (Malaysia) Sdn., Bhd.-Director
ASE
Holding Ltd. (Bermuda) -Director
J&R
Holding Ltd.(Bermuda) -Director
ASE
(Kunshan), Inc. -Chairman
ASE
Module(Shanghai) Inc. -Chairman
Global Advanced Packaging
Technology Ltd. (Cayman)-Director
ASE
Assembly & Test (Shanghai) Ltd. -Director
ASE
Japan Co., Ltd.-Director
Advanced Semiconductor
Engineering (HK) Limited -Chairman
Advanced
Semiconductor Engineering(China) Ltd. -Director
Alto
Enterprises Ltd.-Director
Super
Zone Holdings Ltd.-Director
Anstock
Limited -Director
Real
Tech Holdings Limited -Chairman
Universal
Scientific Industrial (Shanghai) Co., Ltd.-Chairman
Universal
Scientific Industrial (Kunshan) Co., Ltd.-Charman
USI
Electronics (Shenzhen) Co., Ltd.-Chairman
Universal
Global Technology Co., Limited-Chairman
Universal
Global Industrial Co., Limited-Director |
| Universal
Global Scientific Industrial Co., Ltd.-Director(Representative)
USI
Enterprise Limited-Director
Universal
Global Technology (Kunshan) Co., Ltd. -Chairman
Universal Global Technology
(Shenzhen) Co., Ltd.-Chairman
Universal
Scientific Industrial Co., Ltd. – Director
Universal
Global Technology (Shanghai) Co., Ltd.-Chairman
Universal
Global Electronics (Shanghai) Co., Ltd.-Chairman
ASE
Enterprises -Director |
Tien
Wu |
ISE
Labs, Inc.-Director
ASE
Japan Co., Ltd.-Director
ASE
Marketing & Service Japan Co., Ltd.-Director
Global Advanced Packaging
Technology Ltd. (Cayman)-Director
ASE
Assembly & Test (Shanghai) Ltd. –Director
Suzhou
ASEN Semiconductors Co., Ltd. -Director
ASE
(Weihai) Inc. -Director
Wuxi Tongzhi Microelectronics
Co., Ltd.- Director
Universal Scientific
Industrial Co., Ltd. –Director(Representative) |
Joseph
Tung |
J&R
Industrial Inc.-Director(Representative)
ASE
Japan Co., Ltd.-Supervisor
ASE
Test Inc.-Supervisor(Representative)
ASE
Marketing & Service Japan Co., Ltd.-Supervisor
Innosource
Ltd. -Director
J&R
Holding Ltd. (Bermuda) -Director
ASE
Investment (Labuan) Inc.-Director
ASE
Holding Ltd. (Bermuda) -Director
Omniquest
Industrial Ltd.-Director
ASE
Test Holding, Ltd.-Director
ASE
Test Finance, Ltd.-Director
ASE
(Korea) Inc.-Director
ASE
Electronics (Malaysia) Sdn. Bhd.-Director
ASE
Mauritius Inc.-Director
ASE
Electronics Inc.-Director(Representative)
ASE
Labuan Inc. -Director
ASE
Corporation-Director
Alto
Enterprises Ltd.-Director
Anstock
Limited -Director
Universal Scientific
Industrial Co., Ltd.-Supervisor
Universal Scientific
Industrial (Shanghai) Co., Ltd- Supervisor
Universal Global Scientific
Industrial Co., Ltd.-Supervisor(Representative)
|
| Lu-Chu
Development Corporation-Director(Representative)
Wuxi
Tongzhi Microelectronics Co., Ltd. -Supervisor
H.R.
Silvine – CMC Company (Hong Kong)-Director |
Raymond Lo |
ASE
Test Inc.-Director(Representative) & General Manager |
Jeffrey
Chen |
ASE
Test Inc.-Director(Representative)
ASE
(Kunshan), Inc. -Director
ASE
Test Limited(Singapore)-Director
ASE
Test Holdings Ltd.-Director
Omniquest
Industrial Ltd.-Director
ISE
Labs, Inc.-Director
ASE
Investment (Labuan) Inc.-Director
ASE
Module(Shanghai) Inc -Director
ASE
Assembly & Test (Shanghai) Ltd. - Supervisor
ASE
Electronics Inc.-Director(Representative)
Advanced Semiconductor
Engineering (HK) Limited -Director
Suzhou
ASEN Semiconductors Co., Ltd. -Director
Super
Zone Holdings Ltd.-Director
Universal
Scientific Industrial Co., Ltd. - Supervisor
Senetex
Investment Co., Ltd.-Director(Representative)
Huntington
Holdings International Co. Ltd.-Director
The Mercuries Corporation
– member of Remuneration Committee |
TS
Chen |
ASE
Test Inc.-Director(Representative)
Lu-Chu
Development Corporation-Director(Representative)
Suzhou
ASEN Semiconductors Co., Ltd. -Director |
Rutherford
Chang |
ASE(Shanghai)
Inc. -Director
Advanced
Semiconductor Engineering(China) Ltd. -Director
ASE
Test Inc.-Director(Representative)
ASE Assembly & Test
(Shanghai) Ltd. –Director
ASE (Kunshan), Inc. –Supervisor
ASE
(Weihai) Inc. -Director
Universal Scientific
Industrial (Shanghai) Co., Ltd.-Director
Universal Scientific
Industrial Co., Ltd. – Director(Representative)
Wuxi Tongzhi Microelectronics
Co., Ltd. –Director
ASE Investment (Kunshan)
Ltd. -Director |
Shen-fu
You |
Arima
Optoelectornics Corp. -Director
Yulon Motors - Independent
Director , member of Remuneration Committee
DynaPack
Corp.-Supervisor
San
Fu Chemical Co., Ltd. – Supervisor
Taiwan Acceptance Corporation
- member of Remuneration |
| Committee
Elite Material Co., Ltd.-
member of Remuneration Committee
Arima
Communications Corp. - Supervisor |
Ta-lin
Hsu |
H&Q
Asia Pacific -Chairman and founder |
Mei-yueh
Ho |
AU Optronics Corp.- Independent
Director , member of Audit Committee and Remuneration Committee
Bank of Kaohsiung - Independent
Director , member of Audit Committee and Remuneration Committee
Kinpo Electronics, Inc.
- Independent Director , member of Remuneration Committee |
Resolution: |
Voting results: Ratify 4,054,982,708
shares (including exercised by way of electronic transmission 1,374,925,504 shares); Oppose 1,241,067,995 shares (including
exercised by way of electronic transmission 1,241,067,995 shares); Abstain from voting 1,610,184,589 shares (including exercised
by way of electronic transmission 1,552,289,005 shares). Resolved, that the above proposal be and hereby was approved
as proposed. |
10. Extempore Motions :
Speech of shareholder:
The Chairman of this Annual General
Meeting read the speech note produced by Mr. Song with Shareholder's ID No. 62**67, and reference number of attendance card: 39;:
Mr. Song suggested the Company
expand into the area of new planet and develop individual branding new tech products.
The Chairman of this Annual General
Meeting gave explanations and asked if there are any extemporary motions, and then declared meeting adjourned.
11. Meeting Ended : Thursday,
June 23, 2015 at 11:55 a.m
■
Attachment 1
Advanced
Semiconductor Engineering, Inc.
Business
Report
An
overview of 2014 shows that the effectively increased domestic consumer spending and fixed investments during the second quarter
in the US were the main driving forces for the economy to recover. The overall global economic performance, however, was not as
powerful as expected despite the relatively steady growth compared to 2013. Only the semiconductor industry surprisingly had splendid
performance. Gartner1 statistics show that the sales on the semiconductor market reached US$339.8 billion in 2014,
a growth of 7.9% from 2013. Driven by the demand for telecommunication chips and consumer electronic products, relatively significant
growth was also seen in the packaging and testing industry. ASE rendered impressive results under the joint effort from the whole
staff. For the prospects of 2015, Gartner expects that the global semiconductor sales will reach US$ 358.3 billion, a growth of
5.4% from 2014. ASE will keep track of this economic trend and continue to work hard to reach new heights.
According
to the report of the IEK ITIS Project, the IC packaging and testing industry in Taiwan produced output of NT$ 453.9 billion in
2014, a growth of 10.4% from 2013. Output of the packaging industry amounted to NT$ 316 billion, a growth of 11.1% from 2013.
Output of the testing industry amounted to NT$ 137.9 billion, a growth of 8.9% from 2013. The following is our report on ASE’s
operation for the past year:
"2014 Operating Results"
| 1. | Implementation of the 2014
business plan |
ASE’s
combined revenue for 2014 totaled NT$ 256.6 billion, an increase of NT$ 36.7 billion and a growth of 16.7% from 2013. As far as
the testing industry is concerned, the combined revenue in 2014 was NT$ 159.7 billion, an increase of around NT$ 16.4 billion
and a growth of around 11.4% from 2013. The operating accomplishments of ASE throughout 2014 can mainly be divided into three
parts, namely (1) continued growth on the advanced packaging market at a two-digit rate: The annual growth rate in the revenue
from advanced packaging was 16% in 2014 and the momentum primarily came from system level packaging (Sip); (2) maintained leading
position on the copper wire bonding market: The annual growth rate in the revenue from copper wire bonding was 15% in 2014. The
market share increased and application of copper process on the market was expedited; and (3) strengthened system integration
technology, including copper pillar flip-chip packaging, wafer assembly plus fan-out and embodiment technology.
ASE did not release
any financial forecast in 2014.
| 3. | Analysis of financial gains
and losses and profitability |
ASE's
2014 consolidated financial report shows paid-in capital of NT$ 78,715,179,000, with total equities that belong to the company's
clients being NT$ 150,216,952,000, accounting for 45% of the total assets worth NT$ 333,971,460,000. Its long-term funds are 147%
of fixed assets and current ratio is 144%. This year's ratios support a relatively better performance than the preceding year.
This year's operating profit was NT$ 29,571,257,000, an increase of NT$ 7,526,934,000 and a growth of around 34% from 2013. The
after-tax net
profit
was NT$ 24,222,086,000, an increase of around 50% from the previous year. The overall operation of ASE this year, in both revenue
and profitability, has significantly grown from the previous year, with outstanding performance, thanks to the robust macroeconomic
recovery and the persistent effort throughout ASE.
The
constantly advancing information and telecommunication electronic products are the mainstream in the current PC era of the electronics
industry throughout the world and set the prelude to a mobile computing era. Under the macro-trend that features universal cloud
computing and the Internet of everything, wearable computing has also made its debut. The realization of a smart & better
life will further drive multiplied growth in the needs for the said products. System integration during the post Moore's era will
rely further on the semiconductor packaging, substrate, and testing industries to realize a high-performance, multi-functional,
and low-power heterogeneous integration module that combines system level packaging (SiP) and system on chip (SoC); from a high
end to the low end, all applications benefit from the development and grow quickly. ASE will continue to consolidate inter-industrial
collaboration by researching and developing the three major core technologies and products combining customer demand and market
orientation, namely . advanced packaging/module, copper wire bonding/flip-chip bumps, and moderate to low-pin-count packaging.
New products and technologies successfully developed by ASE in 2014 are categorized as follows: (1)
flip-chip packaging: 20 nm copper process/ultra-low dielectric coefficient with lead-free flip-chip assembly, selective sealing
technology, high-density and high bandwidth stacking and packaging technology, multi-layer fine-line buried coreless wiring substrates.
The technology also extends to certification of applications of 20 nm and 28 nm flip chips. (2) wire-bond assembly: development
of the application of buried wiring substrates, advanced square flat pin-free packaging test, ultra-fine gap and ultra-thin copper/gold
wire bond assembly. The technology also extends to certification of applications of 20 nm and 28 nm wire-bond assembly. (3) wafer
assembly: stacked wafer thinning, large-size wafer chip packaging, sensor through silicon vias, integrated passive components,
2.5D through silicon vias stacking application certification, fine pitch tin-silver/copper pillar electroplated bumps and certification
of applications. (4) Advanced packaging and module: wireless sensor module packaging, sectional protection against electromagnetic
interference, highly integrated multi-modular and multi-frequency 3G telecommunication modules, high-density SiP packaging telecommunication
LTE modules, etc.
"Overview of 2015 Business
Plan"
(1) Providing customers
with "best-quality" services; (2) creating long-term and steady profits for the company and customers; (3) working together
with partners for a promising future; (4) training employees to become outstanding professionals in respective fields; (5) treating
all employees "fairly and reasonably"; (6) providing employees with a "harmonious, pleasant, and open" workplace;
(7) remaining flexible wherever possible during operation.
| 2. | Projected sales volume and basis |
In light of current
industry dynamics, future market demand and ASE’s capacity, the projected sales volume for 2015 is as follows:
|
Item |
Projected
Sales |
|
Packaging |
Approx.
17.6 billion chips |
|
Testing |
Approx.
2.5 billion chips |
3. | Important production and sales policies |
During
the past ten years, ASE successfully secured better 10-year composite annual growth rates in consolidated revenue, semiconductor
packaging revenue, electronic contract manufacturing revenue, and group-wide net profits compared to that for the whole semiconductor
industry during the same period. Observations from 2010 to 2014 revealed that capital expenditure on packaging machinery and equipment
of ASE accounted for around 10% to 12% of its overall capital expenditure on all semiconductor packaging equipment. Given the
market share of ASE on the global contract packaging market of 21% to 22%, it is proof of reasonable capital expenditure and efficient
management and operation of ASE. The historical growth pattern of ASE will continue in its 2015 operation. The growth trend will
continue to be led by the packaging segment; both the market share and system integration will be increased. In addition, as far
as the copper wire bond assembly is concerned, by the fourth quarter of 2014, only 37% of integrated device manufacturers switched
to the copper process. ASE will continue to develop sales to integrated device manufacturers in the future. Also by the fourth
quarter of 2014, system level packaging accounted for around 18% of the overall revenue of ASE; the goal is to increase the portion
to 30% in the future. Finally, the operation model combining system level packaging and electronic contract manufacturing business
will be the powerful driving force for ASE's growth.
"Future
Development Strategy"
While
the world enters a data-driven economy era with the Internet of everything topping the list, ASE is being visionary among this
future trend by consolidating system level packaging. Besides investing in capacity-related technologies, ASE also proactively
explores prospective partners to form a global strategic alliance. Together with its partners, ASE will establish the framework
for the Internet of everything system applying group-based strategies to welcome the arrival of data-driven economy. In addition,
in the constantly-changing market and environment, we are leading the industry in the development of the latest technology and
adoption of new materials and processes to help IC-design customers remain their leading position and come out on top; this is
also ASE's mission. Meanwhile, to fulfill its commitment to honoring its corporate social responsibility, ASE started in 2014
to donate at least NT$ 100 million a year and the effort will continue for at least 30 years, that is, a combined value of at
least NT$ 3 billion, to the promotion of environmental protection-related tasks in Taiwan. Everyone acts on the belief "fall
to rise and never give up" and keeps progressing without stop; this is ASE's underlying spirit.
"Impacts from External
Competitive, Regulatory and Overall Operating Environments"
Forecast
data of multiple research institutes show that the global economy is likely to gradually turn better in the coming year, which
is expected to also drive domestic economy at the same time. Continuous and steady recovery is expected of the US economy in 2015.
Other favorable factors such as falling international oil prices and relaxed monetary policies adopted by most governments also
add new highlights to the economic growth in the coming year. Nevertheless, geopolitical conflicts and the Ebola epidemic in the
international society are hidden concerns and have instilled uncertainty to the world economy. As far as the situation in Taiwan
is concerned, impacts triggered by the Red Supply Chain storm and the delay in the signing of the Free Trade Agreement and its
negotiations are reminding us of dealing with challenges in the future more carefully. The operational breakthroughs made by ASE
in 2014 are the accomplishments that everyone within ASE and its business partners should be proud of! We have not only set an
important milestone but also laid a solid groundwork for flourishing developments in the future. We were constantly making breakthroughs
in sales and setting many new records in 2014. We also depicted an innovative blueprint and vision for the future. In the coming
five, ten, and 30 years, however, ASE will be faced with sterner challenges. We can only approach the future with steady steps
in an unfavorable environment when we stay together and work hard. Let's hold hands and jointly protect ASE that belongs to us
to make it grow further and keep track of the industrial trends in the future to take lead in the next wave of electronic revolution.
Chairman:
Jason C.S. Chang President: Richard H.P. Chang Accountant Manager: Hong-Ming Kuo
1
Source: Forecast Analysis: Electronics and Semiconductors, Worldwide, 4Q14
Update, Published: 16 January 2015, Analyst(s): Ganesh Ramamoorthy, Bryan Lewis, Ben Lee, etc.
The Gartner Report(s) described
herein, (the "Gartner Report(s)") represent(s) data, research opinion or viewpoints published, as part of a syndicated
subscription service, by Gartner, Inc. ("Gartner"), and are not representations of fact. Each Gartner Report speaks
as of its original publication date (and not as of the date of this Filing) and the opinions expressed in the Gartner Report(s)
are subject to change without notice.
■Attachment
2
Supervisors'
Report
The
Board of Directors has prepared and submitted the 2014 financial statements, which have been audited and certified by CPAs Chen
Zhen-li and Jiang Jia-ling of Deloitte. These, the business report, and other forms including the resolution to distribute earnings
have been reviewed by us. We are of the opinion that, in accordance with Article 219 of the Company Act, they correctly portray
ASE's business activities and submit this report for your examination.
|
Advanced
Semiconductor Engineering, Inc.
Supervisors:
YY Tseng
David
Pan
TS
Chen
JJ
Lee
Jerry
Chang
April
8, 2015
|
■Attachment
3
Advanced Semiconductor
Engineering,
Inc. and Subsidiaries
Consolidated
Financial Statements as of December 31,
2013 and
2014 and for the Years Ended December 31,
2012,
2013 and 2014 and Report of Independent
Registered
Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and Shareholders
of
Advanced
Semiconductor Engineering, Inc.
We have audited the accompanying consolidated
balance sheets of Advanced Semiconductor Engineering, Inc. (a corporation incorporated under the laws of the Republic of China)
and its subsidiaries (collectively, the “Group”) as of December 31, 2013 and 2014, and the related consolidated statements
of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2014, all
expressed in New Taiwan dollars. These consolidated financial statements are the responsibility of the Group’s management.
Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of the Group as of December 31, 2013
and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31,
2014, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Our audits also comprehended the translation
of New Taiwan dollar amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the
basis stated in Note 4 to the consolidated financial statements. Such U.S. dollar amounts are presented solely for the convenience
of the readers.
We have also audited, in accordance with
the standards of the Public Company Accounting Oversight Board (United States), the Group’s internal control over financial
reporting as of December 31, 2014, based on the criteria established in Internal Control - Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2015 expressed an unqualified
opinion on the Group’s internal control over financial reporting.
/s/ Deloitte & Touche
March 11, 2015
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts
in Thousands)
| |
December 31,
2013 | |
December
31, 2014 |
ASSETS | |
| NT$ | | |
| NT$ | | |
| US$ (Note 4) | |
| |
| | | |
| | | |
| | |
CURRENT ASSETS | |
| | | |
| | | |
| | |
Cash and cash equivalents | |
$ | 45,026,371 | | |
$ | 51,694,410 | | |
$ | 1,635,899 | |
Financial assets at fair value through profit or loss - current | |
| 2,764,269 | | |
| 4,988,843 | | |
| 157,875 | |
Available-for-sale financial assets - current | |
| 2,376,970 | | |
| 1,533,265 | | |
| 48,521 | |
Trade receivables, net | |
| 43,235,573 | | |
| 52,920,810 | | |
| 1,674,709 | |
Other receivables | |
| 422,345 | | |
| 537,122 | | |
| 16,997 | |
Current tax assets | |
| 150,596 | | |
| 65,312 | | |
| 2,067 | |
Inventories | |
| 16,281,236 | | |
| 20,163,093 | | |
| 638,072 | |
Inventories related to real estate business | |
| 18,589,255 | | |
| 23,986,478 | | |
| 759,066 | |
Other financial assets - current | |
| 278,375 | | |
| 638,592 | | |
| 20,209 | |
Other current assets | |
| 3,051,492 | | |
| 3,427,265 | | |
| 108,458 | |
| |
| | | |
| | | |
| | |
Total current assets | |
| 132,176,482 | | |
| 159,955,190 | | |
| 5,061,873 | |
| |
| | | |
| | | |
| | |
NON-CURRENT ASSETS | |
| | | |
| | | |
| | |
Available-for-sale financial assets - non-current | |
| 1,140,329 | | |
| 941,105 | | |
| 29,782 | |
Investments accounted for using the equity method | |
| 1,205,158 | | |
| 1,468,242 | | |
| 46,463 | |
Property, plant and equipment | |
| 131,497,331 | | |
| 151,587,115 | | |
| 4,797,061 | |
Goodwill | |
| 10,347,820 | | |
| 10,445,415 | | |
| 330,551 | |
Other intangible assets | |
| 1,605,824 | | |
| 1,467,871 | | |
| 46,452 | |
Deferred tax assets | |
| 3,684,702 | | |
| 4,265,220 | | |
| 134,975 | |
Other financial assets - non-current | |
| 354,993 | | |
| 367,345 | | |
| 11,625 | |
Long-term prepayments for lease | |
| 4,072,281 | | |
| 2,585,964 | | |
| 81,834 | |
Other non-current assets | |
| 637,163 | | |
| 635,350 | | |
| 20,106 | |
| |
| | | |
| | | |
| | |
Total non-current assets | |
| 154,545,601 | | |
| 173,763,627 | | |
| 5,498,849 | |
| |
| | | |
| | | |
| | |
TOTAL | |
$ | 286,722,083 | | |
$ | 333,718,817 | | |
$ | 10,560,722 | |
| |
| | | |
| | | |
| | |
(Continued)
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts
in Thousands)
| |
December 31,
2013 | |
December
31, 2014 |
LIABILITIES AND EQUITY | |
| NT$ | | |
| NT$ | | |
| US$ (Note 4) | |
| |
| | | |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | | |
| | |
Short-term borrowings | |
$ | 44,618,195 | | |
$ | 41,176,033 | | |
$ | 1,303,039 | |
Financial liabilities at fair value through profit or loss - current | |
| 1,853,304 | | |
| 2,651,352 | | |
| 83,903 | |
Derivative financial liabilities for hedging - current | |
| 3,310 | | |
| — | | |
| — | |
Trade payables | |
| 28,988,976 | | |
| 35,411,281 | | |
| 1,120,610 | |
Other payables | |
| 14,758,553 | | |
| 22,364,516 | | |
| 707,738 | |
Current tax liabilities | |
| 4,225,390 | | |
| 6,630,696 | | |
| 209,832 | |
Advance real estate receipts | |
| 19,248 | | |
| 480,325 | | |
| 15,200 | |
Current portion of bonds payable | |
| 731,438 | | |
| — | | |
| — | |
Current portion of long-term borrowings | |
| 5,276,206 | | |
| 2,831,007 | | |
| 89,589 | |
Other current liabilities | |
| 1,585,177 | | |
| 2,134,917 | | |
| 67,561 | |
| |
| | | |
| | | |
| | |
Total current liabilities | |
| 102,059,797 | | |
| 113,680,127 | | |
| 3,597,472 | |
| |
| | | |
| | | |
| | |
NON-CURRENT LIABILITIES | |
| | | |
| | | |
| | |
Bonds payable | |
| 20,582,567 | | |
| 31,270,131 | | |
| 989,561 | |
Long-term borrowings | |
| 29,580,659 | | |
| 24,104,424 | | |
| 762,798 | |
Deferred tax liabilities | |
| 2,663,767 | | |
| 3,932,819 | | |
| 124,456 | |
Long-term payables | |
| 894,150 | | |
| — | | |
| — | |
Accrued pension liabilities | |
| 4,545,960 | | |
| 4,382,530 | | |
| 138,688 | |
Other non-current liabilities | |
| 651,171 | | |
| 657,392 | | |
| 20,804 | |
| |
| | | |
| | | |
| | |
Total non-current liabilities | |
| 58,918,274 | | |
| 64,347,296 | | |
| 2,036,307 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 160,978,071 | | |
| 178,027,423 | | |
| 5,633,779 | |
| |
| | | |
| | | |
| | |
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY | |
| | | |
| | | |
| | |
Share capital | |
| 78,180,258 | | |
| 78,715,179 | | |
| 2,490,987 | |
Capital surplus | |
| 7,921,375 | | |
| 16,013,980 | | |
| 506,772 | |
Retained earnings | |
| | | |
| | | |
| | |
Legal reserve | |
| 8,720,971 | | |
| 10,289,878 | | |
| 325,629 | |
Special reserve | |
| 3,663,930 | | |
| 3,353,938 | | |
| 106,137 | |
Unappropriated earnings | |
| 25,190,778 | | |
| 36,000,026 | | |
| 1,139,241 | |
Total retained earnings | |
| 37,575,679 | | |
| 49,643,842 | | |
| 1,571,007 | |
Other equity | |
| (102,554 | ) | |
| 5,067,640 | | |
| 160,368 | |
Treasury shares | |
| (1,959,107 | ) | |
| (1,959,107 | ) | |
| (61,997 | ) |
| |
| | | |
| | | |
| | |
Equity attributable to owners of the Company | |
| 121,615,651 | | |
| 147,481,534 | | |
| 4,667,137 | |
| |
| | | |
| | | |
| | |
(Continued)
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts
in Thousands)
| |
December 31, 2013 | |
December
31, 2014 |
| |
| NT$ | | |
| NT$ | | |
| US$ (Note 4) | |
| |
| | | |
| | | |
| | |
NON-CONTROLLING INTERESTS | |
$ | 4,128,361 | | |
$ | 8,209,860 | | |
$ | 259,806 | |
| |
| | | |
| | | |
| | |
Total equity | |
| 125,744,012 | | |
| 155,691,394 | | |
| 4,926,943 | |
| |
| | | |
| | | |
| | |
TOTAL | |
$ | 286,722,083 | | |
$ | 333,718,817 | | |
$ | 10,560,722 | |
The accompanying notes are an integral part of the financial statements. |
(Concluded) |
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
(Amounts
in Thousands Except Earnings Per Share)
| |
For the Years Ended December 31 |
| |
2012 | |
2013 | |
2014 |
| |
| NT$ | | |
| NT$ | | |
| NT$ | | |
| US$ (Note 4) | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING REVENUES | |
$ | 193,972,392 | | |
$ | 219,862,446 | | |
$ | 256,591,447 | | |
$ | 8,119,983 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING COSTS | |
| 157,342,744 | | |
| 177,040,435 | | |
| 203,002,918 | | |
| 6,424,143 | |
| |
| | | |
| | | |
| | | |
| | |
GROSS PROFIT | |
| 36,629,648 | | |
| 42,822,011 | | |
| 53,588,529 | | |
| 1,695,840 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| | |
Selling and marketing expenses | |
| 2,766,880 | | |
| 2,982,789 | | |
| 3,438,166 | | |
| 108,803 | |
General and administrative expenses | |
| 8,283,264 | | |
| 8,712,862 | | |
| 10,214,810 | | |
| 323,254 | |
Research and development expenses | |
| 7,872,422 | | |
| 9,064,712 | | |
| 10,289,684 | | |
| 325,623 | |
| |
| | | |
| | | |
| | | |
| | |
Total operating expenses | |
| 18,922,566 | | |
| 20,760,363 | | |
| 23,942,660 | | |
| 757,680 | |
| |
| | | |
| | | |
| | | |
| | |
Other income and expenses | |
| 83,192 | | |
| (1,348,246 | ) | |
| 228,615 | | |
| 7,235 | |
| |
| | | |
| | | |
| | | |
| | |
PROFIT FROM OPERATIONS | |
| 17,790,274 | | |
| 20,713,402 | | |
| 29,874,484 | | |
| 945,395 | |
| |
| | | |
| | | |
| | | |
| | |
NON-OPERATING INCOME AND EXPENSES | |
| | | |
| | | |
| | | |
| | |
Other income | |
| 553,088 | | |
| 493,884 | | |
| 529,251 | | |
| 16,749 | |
Other gains and losses | |
| 244,830 | | |
| 447,886 | | |
| 607,299 | | |
| 19,218 | |
Finance costs | |
| (2,042,544 | ) | |
| (2,307,455 | ) | |
| (2,354,097 | ) | |
| (74,497 | ) |
Share of the profit or loss of associates | |
| 63,076 | | |
| 22,039 | | |
| (121,882 | ) | |
| (3,857 | ) |
| |
| | | |
| | | |
| | | |
| | |
Total non-operating income and expenses | |
| (1,181,550 | ) | |
| (1,343,646 | ) | |
| (1,339,429 | ) | |
| (42,387 | ) |
| |
| | | |
| | | |
| | | |
| | |
PROFIT BEFORE INCOME TAX | |
| 16,608,724 | | |
| 19,369,756 | | |
| 28,535,055 | | |
| 903,008 | |
| |
| | | |
| | | |
| | | |
| | |
INCOME TAX EXPENSE | |
| 2,960,426 | | |
| 3,499,595 | | |
| 5,665,954 | | |
| 179,302 | |
| |
| | | |
| | | |
| | | |
| | |
PROFIT FOR THE YEAR | |
| 13,648,298 | | |
| 15,870,161 | | |
| 22,869,101 | | |
| 723,706 | |
| |
| | | |
| | | |
| | | |
| | |
OTHER COMPREHENSIVE INCOME (LOSS) | |
| | | |
| | | |
| | | |
| | |
Items that will not be reclassified subsequently to profit or loss: | |
| | | |
| | | |
| | | |
| | |
Remeasurement of defined benefit obligation | |
| (818,546 | ) | |
| 412,225 | | |
| (28,145 | ) | |
| (891 | ) |
Share of other comprehensive income of associates | |
| — | | |
| — | | |
| (1,031 | ) | |
| (32 | ) |
(Continued)
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
(Amounts
in Thousands Except Earnings Per Share)
| |
For the Years Ended December 31 |
| |
2012 | |
2013 | |
2014 |
| |
| NT$ | | |
| NT$ | | |
| NT$ | | |
| US$ (Note 4) | |
Income tax relating to items that will not be reclassified subsequently | |
$ | 140,880 | | |
$ | (66,706 | ) | |
$ | 23,885 | | |
$ | 756 | |
| |
| (677,666 | ) | |
| 345,519 | | |
| (5,291 | ) | |
| (167 | ) |
| |
| | | |
| | | |
| | | |
| | |
Items that may be reclassified subsequently to profit or loss: | |
| | | |
| | | |
| | | |
| | |
Exchange differences on translating foreign operations | |
| (3,269,623 | ) | |
| 2,817,268 | | |
| 5,405,008 | | |
| 171,044 | |
Unrealized gain (loss) on available-for-sale financial assets | |
| 16,539 | | |
| 14,839 | | |
| (133,714 | ) | |
| (4,232 | ) |
Cash flow hedges | |
| 53,755 | | |
| 1,245 | | |
| 3,279 | | |
| 104 | |
Share of other comprehensive income of associates | |
| 55,401 | | |
| 55,183 | | |
| 235,156 | | |
| 7,442 | |
Income tax relating to items that may be reclassified subsequently | |
| (9,138 | ) | |
| (769 | ) | |
| — | | |
| — | |
| |
| (3,153,066 | ) | |
| 2,887,766 | | |
| 5,509,729 | | |
| 174,358 | |
| |
| | | |
| | | |
| | | |
| | |
Other comprehensive income (loss) for the year, net of income tax | |
| (3,830,732 | ) | |
| 3,233,285 | | |
| 5,504,438 | | |
| 174,191 | |
| |
| | | |
| | | |
| | | |
| | |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | |
$ | 9,817,566 | | |
$ | 19,103,446 | | |
$ | 28,373,539 | | |
$ | 897,897 | |
| |
| | | |
| | | |
| | | |
| | |
PROFIT FOR THE YEAR ATTRIBUTABLE TO: | |
| | | |
| | | |
| | | |
| | |
Owners of the Company | |
$ | 13,191,617 | | |
$ | 15,404,505 | | |
$ | 22,228,602 | | |
$ | 703,437 | |
Non-controlling interests | |
| 456,681 | | |
| 465,656 | | |
| 640,499 | | |
| 20,269 | |
| |
| | | |
| | | |
| | | |
| | |
| |
$ | 13,648,298 | | |
$ | 15,870,161 | | |
$ | 22,869,101 | | |
$ | 723,706 | |
| |
| | | |
| | | |
| | | |
| | |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO: | |
| | | |
| | | |
| | | |
| | |
Owners of the Company | |
$ | 9,420,363 | | |
$ | 18,509,604 | | |
$ | 27,394,362 | | |
$ | 866,910 | |
Non-controlling interests | |
| 397,203 | | |
| 593,842 | | |
| 979,177 | | |
| 30,987 | |
| |
| | | |
| | | |
| | | |
| | |
| |
$ | 9,817,566 | | |
$ | 19,103,446 | | |
$ | 28,373,539 | | |
$ | 897,897 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
EARNINGS PER SHARE | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 1.77 | | |
$ | 2.05 | | |
$ | 2.89 | | |
$ | 0.09 | |
Diluted | |
$ | 1.73 | | |
$ | 1.99 | | |
$ | 2.79 | | |
$ | 0.09 | |
| |
| | | |
| | | |
| | | |
| | |
EARNINGS PER AMERICAN DEPOSIT SHARE (“ADS”) | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 8.86 | | |
$ | 10.26 | | |
$ | 14.46 | | |
$ | 0.46 | |
Diluted | |
$ | 8.65 | | |
$ | 9.96 | | |
$ | 13.93 | | |
$ | 0.44 | |
The accompanying notes are an integral part of the consolidated financial
statements. |
(Concluded) |
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts
in Thousands)
| |
Equity
Attributable to Owners of the Company | |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
Other
Equity | |
| |
| |
| |
|
| |
Share
Capital | |
| |
Retained
Earnings | |
| |
| |
| |
| |
| |
| |
| |
|
| |
Shares | |
| |
| |
| |
| |
Unappropriated | |
| |
Exchange
Differences on
Translating
Foreign | |
Unrealized Gain on
Available for-sale | |
Cash Flow | |
| |
| |
| |
Non-controlling | |
|
| |
(In Thousands) | |
Amounts | |
Capital Surplus | |
Legal Reserve | |
Special Reserve | |
Earnings | |
Total | |
Operations | |
Financial Assets | |
Hedges | |
Total | |
Treasury Shares | |
Total | |
Interests | |
Total Equity |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
BALANCE AT JANUARY 1, 2012 | |
| 6,755,707 | | |
$ | 67,571,325 | | |
$ | 3,976,014 | | |
$ | 6,039,239 | | |
$ | 1,272,417 | | |
$ | 23,915,690 | | |
$ | 31,227,346 | | |
$ | — | | |
$ | 283,460 | | |
$ | (48,372 | ) | |
$ | 235,088 | | |
$ | (4,731,741 | ) | |
$ | 98,278,032 | | |
$ | 1,512,947 | | |
$ | 99,790,979 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Profit for the year ended December 31, 2012 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 13,191,617 | | |
| 13,191,617 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 13,191,617 | | |
| 456,681 | | |
| 13,648,298 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other comprehensive income (loss) for the year
ended December 31, 2012, net of income tax | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (677,417 | ) | |
| (677,417 | ) | |
| (3,210,248 | ) | |
| 71,794 | | |
| 44,617 | | |
| (3,093,837 | ) | |
| — | | |
| (3,771,254 | ) | |
| (59,478 | ) | |
| (3,830,732 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total comprehensive income (loss) for the year
ended December 31, 2012 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 12,514,200 | | |
| 12,514,200 | | |
| (3,210,248 | ) | |
| 71,794 | | |
| 44,617 | | |
| (3,093,837 | ) | |
| — | | |
| 9,420,363 | | |
| 397,203 | | |
| 9,817,566 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Appropriation of 2011 earnings | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Legal reserve | |
| — | | |
| — | | |
| — | | |
| 1,372,596 | | |
| — | | |
| (1,372,596 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Special reserve | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,272,417 | ) | |
| 1,272,417 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Cash dividends distributed by the Company | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (4,325,284 | ) | |
| (4,325,284 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (4,325,284 | ) | |
| — | | |
| (4,325,284 | ) |
Share dividends distributed by the Company | |
| 931,600 | | |
| 9,315,995 | | |
| — | | |
| — | | |
| — | | |
| (9,315,995 | ) | |
| (9,315,995 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| 931,600 | | |
| 9,315,995 | | |
| — | | |
| 1,372,596 | | |
| (1,272,417 | ) | |
| (13,741,458 | ) | |
| (13,641,279 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (4,325,284 | ) | |
| — | | |
| (4,325,284 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cash dividends distributed by subsidiaries | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (22,799 | ) | |
| (22,799 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cancel of treasury shares | |
| (105,475 | ) | |
| (1,054,750 | ) | |
| (1,427,861 | ) | |
| — | | |
| — | | |
| (290,023 | ) | |
| (290,023 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,772,634 | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issue of dividends received by subsidiaries
from the parent company | |
| — | | |
| — | | |
| 83,117 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 83,117 | | |
| — | | |
| 83,117 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Changes in capital surplus from investments
in associates accounted for using the equity method | |
| — | | |
| — | | |
| 1,790 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,790 | | |
| — | | |
| 1,790 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Partial disposal of interests in subsidiaries
and additional acquisition of partially-owned subsidiaries | |
| — | | |
| — | | |
| 2,178,714 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,178,714 | | |
| 1,443,198 | | |
| 3,621,912 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issue of ordinary shares under employee share
options | |
| 20,460 | | |
| 215,097 | | |
| 462,860 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 677,957 | | |
| 175,194 | | |
| 853,151 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
BALANCE AT DECEMBER 31, 2012 | |
| 7,602,292 | | |
| 76,047,667 | | |
| 5,274,634 | | |
| 7,411,835 | | |
| — | | |
| 22,398,409 | | |
| 29,810,244 | | |
| (3,210,248 | ) | |
| 355,254 | | |
| (3,755 | ) | |
| (2,858,749 | ) | |
| (1,959,107 | ) | |
| 106,314,689 | | |
| 3,505,743 | | |
| 109,820,432 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Special reserve under Rule No. 1010012865 issued
by the Financial Supervisory Commission) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,353,938 | | |
| (3,353,938 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Profit for the year ended December 31, 2013 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 15,404,505 | | |
| 15,404,505 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 15,404,505 | | |
| 465,656 | | |
| 15,870,161 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other comprehensive income for the year ended
December 31, 2013, net of income tax | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 348,904 | | |
| 348,904 | | |
| 2,684,727 | | |
| 70,992 | | |
| 476 | | |
| 2,756,195 | | |
| — | | |
| 3,105,099 | | |
| 128,186 | | |
| 3,233,285 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total comprehensive income for the year ended
December 31, 2013 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 15,753,409 | | |
| 15,753,409 | | |
| 2,684,727 | | |
| 70,992 | | |
| 476 | | |
| 2,756,195 | | |
| — | | |
| 18,509,604 | | |
| 593,842 | | |
| 19,103,446 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issue of ordinary shares for cash | |
| 130,000 | | |
| 1,300,000 | | |
| 2,093,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,393,000 | | |
| — | | |
| 3,393,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Appropriation of 2012 earnings | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Legal reserve | |
| — | | |
| — | | |
| — | | |
| 1,309,136 | | |
| — | | |
| (1,309,136 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Special reserve | |
| — | | |
| — | | |
| — | | |
| — | | |
| 309,992 | | |
| (309,992 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Cash dividends distributed by the Company | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (7,987,974 | ) | |
| (7,987,974 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (7,987,974 | ) | |
| — | | |
| (7,987,974 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| — | | |
| — | | |
| — | | |
| 1,309,136 | | |
| 309,992 | | |
| (9,607,102 | ) | |
| (7,987,974 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (7,987,974 | ) | |
| — | | |
| (7,987,974 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cash dividends distributed by subsidiaries | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (99,597 | ) | |
| (99,597 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issue of dividends received by subsidiaries
from the parent company | |
| — | | |
| — | | |
| 153,097 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 153,097 | | |
| — | | |
| 153,097 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Partial disposal of interests in subsidiaries
and additional acquisition of partially-owned subsidiaries | |
| — | | |
| — | | |
| (330 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (330 | ) | |
| 27,826 | | |
| 27,496 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Changes in capital surplus from investments
in associates accounted for using the equity method | |
| — | | |
| — | | |
| 1,457 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,457 | | |
| — | | |
| 1,457 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issue of ordinary shares under employee share
options | |
| 55,535 | | |
| 832,591 | | |
| 399,517 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,232,108 | | |
| 100,547 | | |
| 1,332,655 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
BALANCE AT DECEMBER 31, 2013 | |
| 7,787,827 | | |
| 78,180,258 | | |
| 7,921,375 | | |
| 8,720,971 | | |
| 3,663,930 | | |
| 25,190,778 | | |
| 37,575,679 | | |
| (525,521 | ) | |
| 426,246 | | |
| (3,279 | ) | |
| (102,554 | ) | |
| (1,959,107 | ) | |
| 121,615,651 | | |
| 4,128,361 | | |
| 125,744,012 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Profit for the year ended December 31, 2014 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 22,228,602 | | |
| 22,228,602 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 22,228,602 | | |
| 640,499 | | |
| 22,869,101 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other comprehensive income (loss) for the year
ended December 31, 2014, net of income tax | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (4,434 | ) | |
| (4,434 | ) | |
| 5,066,383 | | |
| 100,532 | | |
| 3,279 | | |
| 5,170,194 | | |
| — | | |
| 5,165,760 | | |
| 338,678 | | |
| 5,504,438 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
(Continued)
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY
(Amounts
in Thousands)
| |
Equity Attributable to Owners of the Company | |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
Other Equity | |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
Exchange
Differences on | |
Unrealized Gain on | |
| |
| |
| |
| |
| |
|
| |
Share Capital | |
| |
Retained Earnings | |
Translating | |
Available- | |
| |
| |
| |
| |
| |
|
| |
Shares | |
| |
| |
| |
| |
Unappropriated | |
| |
Foreign | |
for-sale | |
Cash Flow | |
| |
| |
| |
Non-controlling | |
|
| |
(In Thousands) | |
Amounts | |
Capital Surplus | |
Legal Reserve | |
Special Reserve | |
Earnings | |
Total | |
Operations | |
Financial Assets | |
Hedges | |
Total | |
Treasury Shares | |
Total | |
Interests | |
Total Equity |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Total comprehensive income for the year ended December 31, 2014 | |
| — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 22,224,168 | | |
$ | 22,224,168 | | |
$ | 5,066,383 | | |
$ | 100,532 | | |
$ | 3,279 | | |
$ | 5,170,194 | | |
$ | — | | |
$ | 27,394,362 | | |
$ | 979,177 | | |
$ | 28,373,539 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Appropriation of 2013 earnings | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Legal reserve | |
| — | | |
| — | | |
| — | | |
| 1,568,907 | | |
| — | | |
| (1,568,907 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Special reserve | |
| — | | |
| — | | |
| — | | |
| — | | |
| (309,992 | ) | |
| 309,992 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Cash dividends distributed by the Company | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (10,156,005 | ) | |
| (10,156,005 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (10,156,005 | ) | |
| — | | |
| (10,156,005 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| — | | |
| — | | |
| — | | |
| 1,568,907 | | |
| (309,992 | ) | |
| (11,414,920 | ) | |
| (10,156,005 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (10,156,005 | ) | |
| — | | |
| (10,156,005 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issue of dividends received by subsidiaries from the parent company | |
| — | | |
| — | | |
| 188,790 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 188,790 | | |
| — | | |
| 188,790 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Partial disposal of interests in subsidiaries and additional acquisition of partially-owned subsidiaries | |
| — | | |
| — | | |
| 6,876,866 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 6,876,866 | | |
| 3,067,712 | | |
| 9,944,578 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Changes in capital surplus from investments in associates accounted for using the equity method | |
| — | | |
| — | | |
| 26,884 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 26,884 | | |
| — | | |
| 26,884 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issue of ordinary shares under employee share options | |
| 73,898 | | |
| 534,921 | | |
| 1,000,065 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,534,986 | | |
| 120,376 | | |
| 1,655,362 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cash dividends distributed by subsidiaries | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (85,766 | ) | |
| (85,766 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
BALANCE AT DECEMBER 31, 2014 | |
| 7,861,725 | | |
$ | 78,715,179 | | |
$ | 16,013,980 | | |
$ | 10,289,878 | | |
$ | 3,353,938 | | |
$ | 36,000,026 | | |
$ | 49,643,842 | | |
$ | 4,540,862 | | |
$ | 526,778 | | |
$ | — | | |
$ | 5,067,640 | | |
$ | (1,959,107 | ) | |
$ | 147,481,534 | | |
$ | 8,209,860 | | |
$ | 155,691,394 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
US. DOLLARS | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
BALANCE AT DECEMBER 31, 2014 | |
| 7,861,725 | | |
$ | 2,490,987 | | |
$ | 506,772 | | |
$ | 325,629 | | |
$ | 106,137 | | |
$ | 1,139,241 | | |
$ | 1,571,007 | | |
$ | 143,698 | | |
$ | 16,670 | | |
$ | — | | |
$ | 160,368 | | |
$ | (61,997 | ) | |
$ | 4,667,137 | | |
$ | 259,806 | | |
$ | 4,926,943 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
The accompanying notes are an integral part of the consolidated financial
statements. |
(Concluded) |
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts
in Thousands)
| |
For the Years Ended December 31 |
| |
2012 | |
2013 | |
2014 |
| |
| NT$ | | |
| NT$ | | |
| NT$ | | |
| US$ (Note 4) | |
| |
| | | |
| | | |
| | | |
| | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | | |
| | | |
| | |
Profit before income tax | |
$ | 16,608,724 | | |
$ | 19,369,756 | | |
$ | 28,535,055 | | |
$ | 903,008 | |
Adjustments for: | |
| | | |
| | | |
| | | |
| | |
Depreciation expense | |
| 22,473,857 | | |
| 24,696,607 | | |
| 25,805,042 | | |
| 816,615 | |
Amortization expense | |
| 962,022 | | |
| 774,304 | | |
| 545,734 | | |
| 17,270 | |
Net (gains) losses on fair value change of financial assets and liabilities at fair value through profit or loss | |
| 717,664 | | |
| (795,359 | ) | |
| (1,838,840 | ) | |
| (58,191 | ) |
Interest expense | |
| 2,004,315 | | |
| 2,257,144 | | |
| 2,324,426 | | |
| 73,558 | |
Interest income | |
| (322,197 | ) | |
| (212,801 | ) | |
| (243,474 | ) | |
| (7,705 | ) |
Dividend income | |
| (66,129 | ) | |
| (131,449 | ) | |
| (101,252 | ) | |
| (3,204 | ) |
Compensation cost of employee share options | |
| 537,461 | | |
| 260,801 | | |
| 110,157 | | |
| 3,486 | |
Share of loss (profit) of associates | |
| (63,076 | ) | |
| (22,039 | ) | |
| 121,882 | | |
| 3,857 | |
Impairment loss recognized on financial assets | |
| 23,693 | | |
| 196,325 | | |
| 28,421 | | |
| 899 | |
Impairment loss recognized on non-financial assets | |
| 592,972 | | |
| 949,015 | | |
| 899,480 | | |
| 28,465 | |
(Reversal of) compensation cost for the settlement of legal claims | |
| — | | |
| 894,150 | | |
| (91,305 | ) | |
| (2,889 | ) |
Others | |
| (263,456 | ) | |
| 451,240 | | |
| 1,808,677 | | |
| 57,236 | |
Changes in operating assets and liabilities | |
| | | |
| | | |
| | | |
| | |
Financial assets held for trading | |
| 871,970 | | |
| 1,122,280 | | |
| 823,313 | | |
| 26,054 | |
Trade receivables | |
| (6,683,680 | ) | |
| (5,767,254 | ) | |
| (9,703,070 | ) | |
| (307,059 | ) |
Other receivables | |
| 252,044 | | |
| (6,540 | ) | |
| (8,625 | ) | |
| (273 | ) |
Inventories | |
| (2,434,715 | ) | |
| (3,241,115 | ) | |
| (8,208,824 | ) | |
| (259,773 | ) |
Other current assets | |
| (543,304 | ) | |
| (108,425 | ) | |
| 102,353 | | |
| 3,239 | |
Financial liabilities held for trading | |
| (805,635 | ) | |
| (1,011,975 | ) | |
| (835,779 | ) | |
| (26,449 | ) |
Trade payables | |
| 2,992,599 | | |
| 4,722,462 | | |
| 6,422,305 | | |
| 203,238 | |
Other payables | |
| (96,222 | ) | |
| 1,068,223 | | |
| 3,045,452 | | |
| 96,375 | |
Other current liabilities | |
| 738,146 | | |
| 2,796 | | |
| 703,764 | | |
| 22,271 | |
Other operating activities items | |
| (695,839 | ) | |
| (191,631 | ) | |
| (187,727 | ) | |
| (5,941 | ) |
| |
| 36,801,214 | | |
| 45,276,515 | | |
| 50,057,165 | | |
| 1,584,087 | |
Interest received | |
| 337,819 | | |
| 182,164 | | |
| 233,457 | | |
| 7,388 | |
Dividend received | |
| 121,033 | | |
| 176,058 | | |
| 101,252 | | |
| 3,204 | |
Interest paid | |
| (2,140,357 | ) | |
| (2,200,143 | ) | |
| (2,065,244 | ) | |
| (65,356 | ) |
Income tax paid | |
| (2,081,690 | ) | |
| (2,138,639 | ) | |
| (2,463,153 | ) | |
| (77,947 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net cash generated from operating activities | |
| 33,038,019 | | |
| 41,295,955 | | |
| 45,863,477 | | |
| 1,451,376 | |
| |
| | | |
| | | |
| | | |
| | |
(Continued)
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts
in Thousands)
| |
For the Years Ended December 31 |
| |
2012 | |
2013 | |
2014 |
| |
| NT$ | | |
| NT$ | | |
| NT$ | | |
| US$ (Note 4) | |
| |
| | | |
| | | |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | | |
| | | |
| | |
Purchase of financial assets designated as at fair value through profit or loss | |
$ | (11,624,529 | ) | |
$ | (53,135,894 | ) | |
$ | (108,958,658 | ) | |
$ | (3,448,059 | ) |
Proceeds from disposal of financial assets designated as at fair value through profit or loss | |
| 7,788,016 | | |
| 55,032,536 | | |
| 109,825,159 | | |
| 3,475,480 | |
Purchase of available-for-sale financial assets | |
| (891,233 | ) | |
| (3,474,152 | ) | |
| (3,565,428 | ) | |
| (112,830 | ) |
Proceeds on sale of available-for-sale financial assets | |
| 824,343 | | |
| 1,093,408 | | |
| 4,388,130 | | |
| 138,865 | |
Cash received from return of capital by available-for-sale financial assets | |
| 34,598 | | |
| 27,368 | | |
| 20,411 | | |
| 646 | |
Purchase of held-to-maturity financial assets | |
| — | | |
| (88,169 | ) | |
| — | | |
| — | |
Proceeds on sale of held-to-maturity financial assets | |
| — | | |
| 73,716 | | |
| — | | |
| — | |
Purchase of Investments accounted for using the equity method | |
| — | | |
| — | | |
| (100,000 | ) | |
| (3,165 | ) |
Net cash outflow on acquisition of subsidiaries | |
| (261,607 | ) | |
| (250,387 | ) | |
| — | | |
| — | |
Payments for property, plant and equipment | |
| (39,029,496 | ) | |
| (29,142,719 | ) | |
| (39,598,964 | ) | |
| (1,253,132 | ) |
Proceeds from disposal of property, plant and equipment | |
| 484,800 | | |
| 351,546 | | |
| 421,207 | | |
| 13,329 | |
Payments for intangible assets | |
| (445,951 | ) | |
| (313,110 | ) | |
| (396,466 | ) | |
| (12,546 | ) |
Proceeds from disposal of intangible assets | |
| 4,309 | | |
| — | | |
| — | | |
| — | |
Decrease in other financial assets | |
| 217,468 | | |
| 4,513 | | |
| (372,569 | ) | |
| (11,790 | ) |
Increase in other non-current assets | |
| (918,566 | ) | |
| (104,499 | ) | |
| (480,711 | ) | |
| (15,212 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net cash used in investing activities | |
| (43,817,848 | ) | |
| (29,925,843 | ) | |
| (38,817,889 | ) | |
| (1,228,414 | ) |
| |
| | | |
| | | |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | | |
| | | |
| | |
Net proceeds from (repayment of) short-term borrowings | |
| 13,919,793 | | |
| 7,051,874 | | |
| (3,442,162 | ) | |
| (108,929 | ) |
Proceeds from issue of bonds | |
| — | | |
| 11,900,051 | | |
| 8,888,562 | | |
| 281,284 | |
Repayment of bonds | |
| — | | |
| — | | |
| (729,790 | ) | |
| (23,095 | ) |
Proceeds from long-term borrowings | |
| 13,840,778 | | |
| 28,715,694 | | |
| 32,030,868 | | |
| 1,013,635 | |
Repayment of long-term borrowings | |
| (18,969,491 | ) | |
| (31,382,333 | ) | |
| (40,978,403 | ) | |
| (1,296,785 | ) |
Dividends paid | |
| (4,242,167 | ) | |
| (7,834,877 | ) | |
| (9,967,215 | ) | |
| (315,418 | ) |
Proceeds from issue of ordinary shares | |
| — | | |
| 3,393,000 | | |
| — | | |
| — | |
Proceeds from exercise of employee share options | |
| 315,690 | | |
| 1,071,854 | | |
| 1,498,343 | | |
| 47,416 | |
Increase (decrease) in non-controlling interests | |
| 3,602,439 | | |
| (72,101 | ) | |
| 9,905,673 | | |
| 313,470 | |
Other financing activities items | |
| (11,287 | ) | |
| (48,291 | ) | |
| (2,879 | ) | |
| (91 | ) |
(Continued)
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts
in Thousands)
| |
For the Years Ended December 31 |
| |
2012 | |
2013 | |
2014 |
| |
| NT$ | | |
| NT$ | | |
| NT$ | | |
| US$ (Note 4) | |
| |
| | | |
| | | |
| | | |
| | |
Net cash generated from (used in) financing activities | |
$ | 8,455,755 | | |
$ | 12,794,871 | | |
$ | (2,797,003 | ) | |
$ | (88,513 | ) |
| |
| | | |
| | | |
| | | |
| | |
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | |
| (1,649,455 | ) | |
| 867,872 | | |
| 2,419,454 | | |
| 76,565 | |
| |
| | | |
| | | |
| | | |
| | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| (3,973,529 | ) | |
| 25,032,855 | | |
| 6,668,039 | | |
| 211,014 | |
| |
| | | |
| | | |
| | | |
| | |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | |
| 23,967,045 | | |
| 19,993,516 | | |
| 45,026,371 | | |
| 1,424,885 | |
| |
| | | |
| | | |
| | | |
| | |
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | |
$ | 19,993,516 | | |
$ | 45,026,371 | | |
$ | 51,694,410 | | |
$ | 1,635,899 | |
The accompanying notes are an integral part
of the consolidated financial statements. |
(Concluded) |
Advanced Semiconductor Engineering,
Inc.
Financial Statements for the
Years Ended December 31, 2014 and 2013
and
Independent Auditors’ Report
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders
Advanced Semiconductor Engineering, Inc.
We have audited the accompanying balance
sheets of Advanced Semiconductor Engineering, Inc. (the “Company”) as of December 31, 2014 and 2013, and the related
statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2014 and 2013. These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with
the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted
in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013,
and its financial performance and its cash flows for the years ended December 31, 2014 and 2013, in conformity with the Regulations
Governing the Preparation of Financial Reports by Securities Issuers.
The accompanying schedules of major accounting
items of the Company as of and for the year ended December 31, 2014 are presented for the purpose of additional analysis.
Such schedules have been subjected to the auditing procedures described in the second paragraph. In our opinion, such schedules
are consistent, in all material respects, with the financial statements required to in the first paragraph.
/s/ Deloitte & Touche
February 26, 2015
Notice to Readers
The accompanying financial statements
are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles
and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and
practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the
independent auditors’ report and the accompanying financial statements have been translated into English from the original
Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original
Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report
and financial statements shall prevail.
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
BALANCE SHEETS
DECEMBER 31, 2014 AND 2013
(In
Thousands of New Taiwan Dollars)
| |
December
31, 2014 | |
December
31, 2013 | |
| |
December
31, 2014 | |
December
31, 2013 |
ASSETS | |
| Amount | | |
| % | | |
| Amount | | |
| % | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| Amount | | |
| % | | |
| Amount | | |
| % | |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
CURRENT ASSETS | |
| | | |
| | | |
| | | |
| | | |
CURRENT LIABILITIES | |
| | | |
| | | |
| | | |
| | |
Cash | |
$ | 11,254,517 | | |
| 4 | | |
$ | 14,959,268 | | |
| 7 | | |
Short-term borrowings | |
$ | 11,636,241 | | |
| 4 | | |
$ | 11,721,924 | | |
| 5 | |
Financial assets at fair value through profit or loss - | |
| | | |
| | | |
| | | |
| | | |
Financial liabilities at fair value through profit or | |
| | | |
| | | |
| | | |
| | |
current | |
| 1,990,183 | | |
| 1 | | |
| 302,273 | | |
| — | | |
loss - current | |
| 2,540,418 | | |
| 1 | | |
| 1,793,652 | | |
| 1 | |
Available-for-sale financial assets - current | |
| 400,007 | | |
| — | | |
| 2,312,147 | | |
| 1 | | |
Trade payables | |
| 6,965,763 | | |
| 3 | | |
| 6,239,588 | | |
| 3 | |
Trade receivables, net | |
| 16,473,504 | | |
| 6 | | |
| 12,061,441 | | |
| 6 | | |
Trade payables to related parties | |
| 1,223,750 | | |
| — | | |
| 1,074,901 | | |
| 1 | |
Trade receivables from related parties | |
| 5,082,423 | | |
| 2 | | |
| 2,418,651 | | |
| 1 | | |
Other payables | |
| 12,352,075 | | |
| 5 | | |
| 7,941,207 | | |
| 4 | |
Other receivables | |
| 1,414,007 | | |
| 1 | | |
| 962,907 | | |
| — | | |
Other payables to related parties | |
| 30,653,624 | | |
| 12 | | |
| 18,107,805 | | |
| 8 | |
Other receivables from related parties | |
| 36,699 | | |
| — | | |
| 46,202 | | |
| — | | |
Current tax liabilities | |
| 1,617,605 | | |
| 1 | | |
| 803,419 | | |
| — | |
Inventories | |
| 4,323,668 | | |
| 2 | | |
| 3,642,616 | | |
| 2 | | |
Current portion of long-term borrowings | |
| 1,085,143 | | |
| — | | |
| 1,028,571 | | |
| — | |
Other current assets | |
| 508,010 | | |
| — | | |
| 303,545 | | |
| — | | |
Other current liabilities | |
| 493,126 | | |
| — | | |
| 448,069 | | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
Total current assets | |
| 41,483,018 | | |
| 16 | | |
| 37,009,050 | | |
| 17 | | |
Total current liabilities | |
| 68,567,745 | | |
| 26 | | |
| 49,159,136 | | |
| 22 | |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
NON - CURRENT ASSETS | |
| | | |
| | | |
| | | |
| | | |
NON-CURRENT LIABILITIES | |
| | | |
| | | |
| | | |
| | |
Available-for-sale financial assets - non-current | |
| 542,147 | | |
| — | | |
| 592,557 | | |
| — | | |
Bonds payable | |
| 19,270,613 | | |
| 8 | | |
| 18,152,195 | | |
| 8 | |
Investments accounted for using the equity method | |
| 139,054,506 | | |
| 53 | | |
| 118,011,718 | | |
| 53 | | |
Long-term borrowings | |
| 18,355,554 | | |
| 7 | | |
| 25,787,145 | | |
| 12 | |
Property, plant and equipment | |
| 77,640,995 | | |
| 30 | | |
| 63,122,172 | | |
| 29 | | |
Deferred tax liabilities | |
| 2,897,155 | | |
| 1 | | |
| 1,892,418 | | |
| 1 | |
Goodwill | |
| 958,620 | | |
| — | | |
| 958,620 | | |
| — | | |
Long-term payables | |
| — | | |
| — | | |
| 894,150 | | |
| — | |
Other intangible assets | |
| 486,192 | | |
| — | | |
| 393,759 | | |
| — | | |
Accrued pension liabilities | |
| 2,419,189 | | |
| 1 | | |
| 2,488,363 | | |
| 1 | |
Deferred tax assets | |
| 1,020,403 | | |
| 1 | | |
| 1,019,230 | | |
| 1 | | |
Other non-current liabilities | |
| 1,517 | | |
| — | | |
| 19,783 | | |
| — | |
Other financial assets - non-current | |
| 215,784 | | |
| — | | |
| 214,803 | | |
| — | | |
| |
| | | |
| | | |
| | | |
| | |
Long-term prepayments for lease | |
| 195,879 | | |
| — | | |
| 19,141 | | |
| — | | |
Total non-current liabilities | |
| 42,944,028 | | |
| 17 | | |
| 49,234,054 | | |
| 22 | |
Other non-current assets | |
| 131,181 | | |
| — | | |
| 72,761 | | |
| — | | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
Total
liabilities | |
| 111,511,773 | | |
| 43 | | |
| 98,393,190 | | |
| 44 | |
Total non-current assets | |
| 220,245,707 | | |
| 84 | | |
| 184,404,761 | | |
| 83 | | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
EQUITY | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
Share capital | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
Ordinary shares | |
| 78,525,378 | | |
| 30 | | |
| 77,560,040 | | |
| 35 | |
| |
| | | |
| | | |
| | | |
| | | |
Capital received in advance | |
| 189,801 | | |
| — | | |
| 620,218 | | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
Total share capital | |
| 78,715,179 | | |
| 30 | | |
| 78,180,258 | | |
| 35 | |
| |
| | | |
| | | |
| | | |
| | | |
Capital surplus | |
| 15,995,671 | | |
| 6 | | |
| 7,908,870 | | |
| 4 | |
| |
| | | |
| | | |
| | | |
| | | |
Retained earnings | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
Legal reserve | |
| 10,289,878 | | |
| 4 | | |
| 8,720,971 | | |
| 4 | |
| |
| | | |
| | | |
| | | |
| | | |
Special reserve | |
| 3,353,938 | | |
| 1 | | |
| 3,663,930 | | |
| 2 | |
| |
| | | |
| | | |
| | | |
| | | |
Unappropriated earnings | |
| 38,753,462 | | |
| 15 | | |
| 26,608,253 | | |
| 12 | |
| |
| | | |
| | | |
| | | |
| | | |
Total retained earnings | |
| 52,397,278 | | |
| 20 | | |
| 38,993,154 | | |
| 18 | |
| |
| | | |
| | | |
| | | |
| | | |
Other euqity | |
| 5,067,931 | | |
| 2 | | |
| (102,554 | ) | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
Treasury shares | |
| (1,959,107 | ) | |
| (1 | ) | |
| (1,959,107 | ) | |
| (1 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
Total equity | |
| 150,216,952 | | |
| 57 | | |
| 123,020,621 | | |
| 56 | |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
TOTAL | |
$ | 261,728,725 | | |
| 100 | | |
$ | 221,413,811 | | |
| 100 | | |
TOTAL | |
$ | 261,728,725 | | |
| 100 | | |
$ | 221,413,811 | | |
| 100 | |
ADVANCED
SEMICONDUCTOR ENGINEERING, INC.
STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2014 AND 2013
(In
Thousands of New Taiwan Dollars, Except Earnings Per Share)
| |
2014 | |
2013 |
| |
| Amount | | |
| % | | |
| Amount | | |
| % | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING REVENUE | |
$ | 96,678,100 | | |
| 100 | | |
$ | 82,329,117 | | |
| 100 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING COSTS | |
| 67,316,934 | | |
| 70 | | |
| 60,064,369 | | |
| 73 | |
| |
| | | |
| | | |
| | | |
| | |
GROSS PROFIT | |
| 29,361,166 | | |
| 30 | | |
| 22,264,748 | | |
| 27 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| | |
Selling and marketing expenses | |
| 1,110,116 | | |
| 1 | | |
| 903,186 | | |
| 1 | |
General and administrative expenses | |
| 4,522,027 | | |
| 5 | | |
| 3,561,931 | | |
| 4 | |
Research and development expenses | |
| 5,472,965 | | |
| 5 | | |
| 4,862,834 | | |
| 6 | |
| |
| | | |
| | | |
| | | |
| | |
Total operating expenses | |
| 11,105,108 | | |
| 11 | | |
| 9,327,951 | | |
| 11 | |
| |
| | | |
| | | |
| | | |
| | |
PROFIT FROM OPERATIONS | |
| 18,256,058 | | |
| 19 | | |
| 12,936,797 | | |
| 16 | |
| |
| | | |
| | | |
| | | |
| | |
NON-OPERATING INCOME AND EXPENSES | |
| | | |
| | | |
| | | |
| | |
Other income | |
| 114,369 | | |
| — | | |
| 116,525 | | |
| — | |
Other gains and losses | |
| 8,043 | | |
| — | | |
| (403,734 | ) | |
| (1 | ) |
Finance costs | |
| (1,001,974 | ) | |
| (1 | ) | |
| (817,169 | ) | |
| (1 | ) |
Share of the profit of subsidiaries and associates | |
| 8,736,876 | | |
| 9 | | |
| 5,562,724 | | |
| 7 | |
| |
| | | |
| | | |
| | | |
| | |
Total non-operating income and expenses | |
| 7,857,314 | | |
| 8 | | |
| 4,458,346 | | |
| 5 | |
| |
| | | |
| | | |
| | | |
| | |
PROFIT BEFORE INCOME TAX | |
| 26,113,372 | | |
| 27 | | |
| 17,395,143 | | |
| 21 | |
| |
| | | |
| | | |
| | | |
| | |
INCOME TAX EXPENSE | |
| 2,520,705 | | |
| 2 | | |
| 1,706,069 | | |
| 2 | |
| |
| | | |
| | | |
| | | |
| | |
PROFIT FOR THE YEAR | |
| 23,592,667 | | |
| 25 | | |
| 15,689,074 | | |
| 19 | |
| |
| | | |
| | | |
| | | |
| | |
OTHER COMPREHENSIVE INCOME (LOSS) | |
| | | |
| | | |
| | | |
| | |
Unrealized gain on available-for-sale financial assets | |
| 2,376 | | |
| — | | |
| 42,254 | | |
| — | |
Cash flow hedges | |
| — | | |
| — | | |
| 4,524 | | |
| — | |
Share of other comprehensive income of subsidiaries and associates | |
| 5,149,012 | | |
| 5 | | |
| 2,855,480 | | |
| 4 | |
Remeasurement of defined benefit obligation | |
| (16,194 | ) | |
| — | | |
| 251,036 | | |
| — | |
Income tax relating to the components of other comprehensive income or loss | |
| 2,753 | | |
| — | | |
| (43,445 | ) | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
Other comprehensive income for the year, net of income tax | |
| 5,137,947 | | |
| 5 | | |
| 3,109,849 | | |
| 4 | |
| |
| | | |
| | | |
| | | |
| | |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | |
$ | 28,730,614 | | |
| 30 | | |
$ | 18,798,923 | | |
| 23 | |
| |
| | | |
| | | |
| | | |
| | |
EARNINGS PER SHARE | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 3.07 | | |
| | | |
$ | 2.09 | | |
| | |
Diluted | |
$ | 2.95 | | |
| | | |
$ | 2.03 | | |
| | |
ADVANCED
SEMICONDUCTOR ENGINEERING, INC.
STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2014 AND 2013
(In
Thousands of New Taiwan Dollars)
| |
| |
| |
| |
| |
| |
| |
| |
Other Equity | |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
Exchange | |
Unrealized | |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
Differences on | |
Gain on | |
| |
| |
| |
|
| |
Share Capital | |
| |
Retained Earnings | |
Translating | |
Available-for- | |
| |
| |
| |
|
| |
Shares | |
| |
Capital | |
| |
Special | |
Unappropriated | |
| |
Foreign | |
sale Financial | |
Cash Flow | |
| |
| |
Total |
| |
(In thousands) | |
Amount | |
Surplus | |
Legal Reserve | |
Reserve | |
Earnings | |
Total | |
Operations | |
Assets | |
Hedges | |
Total | |
Treasury Shares | |
Equity |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
BALANCE AT JANUARY 1, 2013 | |
| 7,602,292 | | |
$ | 76,047,667 | | |
$ | 5,262,129 | | |
$ | 7,411,835 | | |
$ | — | | |
$ | 23,526,565 | | |
$ | 30,938,400 | | |
$ | (3,210,248 | ) | |
$ | 355,254 | | |
$ | (3,755 | ) | |
$ | (2,858,749 | ) | |
$ | (1,959,107 | ) | |
$ | 107,430,340 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Special reserve under Rule No.1010012865 issued by the Financial Supervisory Commission | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,353,938 | | |
| (3,353,938 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Profit for the year ended December 31, 2013 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 15,689,074 | | |
| 15,689,074 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 15,689,074 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other comprehensive income for the year ended December 31, 2013, net of income tax | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 353,654 | | |
| 353,654 | | |
| 2,684,727 | | |
| 70,992 | | |
| 476 | | |
| 2,756,195 | | |
| — | | |
| 3,109,849 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total comprehensive income for the year ended December 31, 2013 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 16,042,728 | | |
| 16,042,728 | | |
| 2,684,727 | | |
| 70,992 | | |
| 476 | | |
| 2,756,195 | | |
| — | | |
| 18,798,923 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issue of ordinary shares for cash | |
| 130,000 | | |
| 1,300,000 | | |
| 2,093,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,393,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Appropriation of 2012 earnings | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Legal reserve | |
| — | | |
| — | | |
| — | | |
| 1,309,136 | | |
| — | | |
| (1,309,136 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Special reserve | |
| — | | |
| — | | |
| — | | |
| — | | |
| 309,992 | | |
| (309,992 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Cash dividends | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (7,987,974 | ) | |
| (7,987,974 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (7,987,974 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| — | | |
| — | | |
| — | | |
| 1,309,136 | | |
| 309,992 | | |
| (9,607,102 | ) | |
| (7,987,974 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (7,987,974 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issue of dividends received by subsidiaries | |
| — | | |
| — | | |
| 153,097 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 153,097 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Changes in capital surplus from investments in subsidiaries and associates accounted for using the equity method | |
| — | | |
| — | | |
| 1,457 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,457 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Partial disposal of interests in subsidiaries and additional acquisition of partially-owned subsidiaries | |
| — | | |
| — | | |
| (330 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (330 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issue of ordinary shares under employee share options | |
| 55,535 | | |
| 832,591 | | |
| 399,517 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,232,108 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
BALANCE AT DECEMBER 31, 2013 | |
| 7,787,827 | | |
| 78,180,258 | | |
| 7,908,870 | | |
| 8,720,971 | | |
| 3,663,930 | | |
| 26,608,253 | | |
| 38,993,154 | | |
| (525,521 | ) | |
| 426,246 | | |
| (3,279 | ) | |
| (102,554 | ) | |
| (1,959,107 | ) | |
| 123,020,621 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Profit for the year ended December 31, 2014 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 23,592,667 | | |
| 23,592,667 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 23,592,667 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other comprehensive income (loss) for the year ended December 31, 2014, net of income tax | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (32,538 | ) | |
| (32,538 | ) | |
| 5,066,674 | | |
| 100,532 | | |
| 3,279 | | |
| 5,170,485 | | |
| — | | |
| 5,137,947 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total comprehensive income for the year ended December 31, 2014 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 23,560,129 | | |
| 23,560,129 | | |
| 5,066,674 | | |
| 100,532 | | |
| 3,279 | | |
| 5,170,485 | | |
| — | | |
| 28,730,614 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Appropriation of 2013 earnings | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Legal reserve | |
| — | | |
| — | | |
| — | | |
| 1,568,907 | | |
| — | | |
| (1,568,907 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Cash dividends | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (10,156,005 | ) | |
| (10,156,005 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (10,156,005 | ) |
Special reserve | |
| — | | |
| — | | |
| — | | |
| — | | |
| (309,992 | ) | |
| 309,992 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| — | | |
| — | | |
| — | | |
| 1,568,907 | | |
| (309,992 | ) | |
| (11,414,920 | ) | |
| (10,156,005 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (10,156,005 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issue of dividends received by subsidiaries | |
| — | | |
| — | | |
| 188,790 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 188,790 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Changes in capital surplus from investments in subsidiaries and associates accounted for using the equity method | |
| — | | |
| — | | |
| 26,884 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 26,884 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Partial disposal of interests in subsidiaries and additional acquisition of partially-owned subsidiaries | |
| — | | |
| — | | |
| 6,871,062 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 6,871,062 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issue of ordinary shares under employee share options | |
| 73,898 | | |
| 534,921 | | |
| 1,000,065 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,534,986 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
BALANCE AT DECEMBER 31, 2014 | |
| 7,861,725 | | |
$ | 78,715,179 | | |
$ | 15,995,671 | | |
$ | 10,289,878 | | |
$ | 3,353,938 | | |
$ | 38,753,462 | | |
$ | 52,397,278 | | |
$ | 4,541,153 | | |
$ | 526,778 | | |
$ | — | | |
$ | 5,067,931 | | |
$ | (1,959,107 | ) | |
$ | 150,216,952 | |
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2014 AND 2013
(In
Thousands of New Taiwan Dollars)
| |
| 2014 | | |
| 2013 | |
| |
| | | |
| | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Profit before income tax | |
$ | 26,113,372 | | |
$ | 17,395,143 | |
Adjustments for: | |
| | | |
| | |
Depreciation expenses | |
| 12,667,954 | | |
| 10,778,678 | |
Amortization expenses | |
| 109,809 | | |
| 114,366 | |
Net gain on fair value change of financial assets and liabilities at fair value through profit or loss | |
| (1,735,649 | ) | |
| (767,225 | ) |
Interest expenses | |
| 992,542 | | |
| 803,669 | |
Compensation cost of employee share options | |
| 82,408 | | |
| 194,601 | |
Share of profit of subsidiarie and associates | |
| (8,736,876 | ) | |
| (5,562,724 | ) |
Impairment loss recognized on non-financial assets | |
| 335,797 | | |
| 223,186 | |
Others | |
| 1,414,695 | | |
| 904,836 | |
Changes in operating assets and liabilities | |
| | | |
| | |
Financial assets held for trading | |
| 889,176 | | |
| 723,403 | |
Trade receivables | |
| (4,412,063 | ) | |
| (1,232,436 | ) |
Trade receivables from related parties | |
| (2,663,772 | ) | |
| (2,366,534 | ) |
Other receivables | |
| (419,790 | ) | |
| 146,660 | |
Other receivables from related parties | |
| (2,856 | ) | |
| 98,571 | |
Inventories | |
| (851,607 | ) | |
| (340,678 | ) |
Other current assets | |
| (230,071 | ) | |
| 131,286 | |
Financial liabilities held for trading | |
| (258,775 | ) | |
| (367,281 | ) |
Trade payables | |
| 726,175 | | |
| (237,473 | ) |
Trade payables to related parties | |
| 148,849 | | |
| (44,481 | ) |
Other payables | |
| 1,865,052 | | |
| 785,387 | |
Other payables to related parties | |
| 312,412 | | |
| (75,040 | ) |
Other current liabilities | |
| 52,772 | | |
| 26,840 | |
Accrued pension liabilities | |
| (85,368 | ) | |
| (97,329 | ) |
| |
| 26,314,186 | | |
| 21,235,425 | |
Dividend received | |
| 87,030 | | |
| 67,044 | |
Interest paid | |
| (644,433 | ) | |
| (664,985 | ) |
Income tax paid | |
| (706,640 | ) | |
| (616,206 | ) |
| |
| | | |
| | |
Net cash generated from operating activities | |
| 25,050,143 | | |
| 20,021,278 | |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Purchase of financial assets designated as at fair value through profit or loss | |
| (25,266,850 | ) | |
| (3,072,500 | ) |
Proceeds from disposal of financial assets designated as at fair value through profit or loss | |
| 25,430,954 | | |
| 2,965,447 | |
Purchase of available-for-sale financial assets | |
| (1,941,283 | ) | |
| (3,120,451 | ) |
Proceeds on sale of available-for-sale financial assets | |
| 3,809,325 | | |
| 780,650 | |
Acquisition of equity method investments | |
| (100,000 | ) | |
| — | |
Payments for property, plant and equipment | |
| (25,859,051 | ) | |
| (16,048,751 | ) |
Proceeds from disposal of property, plant and equipment | |
| 187,058 | | |
| 685,884 | |
Payments for intangible assets | |
| (202,242 | ) | |
| (130,025 | ) |
(Continued)
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2014 AND 2013
(In
Thousands of New Taiwan Dollars)
| |
| 2014 | | |
| 2013 | |
| |
| | | |
| | |
Net cash inflows from business combination | |
$ | — | | |
$ | 13,191 | |
Other investing activities | |
| (282,825 | ) | |
| 144,279 | |
| |
| | | |
| | |
Net cash used in investing activities | |
| (24,224,914 | ) | |
| (17,782,276 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds from short-term borrowings | |
| (85,683 | ) | |
| 5,541,883 | |
Proceeds from issue of convertible bonds | |
| — | | |
| 11,900,051 | |
Proceeds from long-term borrowings | |
| 28,718,192 | | |
| 26,022,788 | |
Repayments of long-term borrowings | |
| (36,739,806 | ) | |
| (28,057,003 | ) |
Increase (decrease) in other payables to related parties | |
| 12,273,225 | | |
| (855,962 | ) |
Dividends paid | |
| (10,156,005 | ) | |
| (7,987,974 | ) |
Proceeds from issue of ordinary shares | |
| — | | |
| 3,393,000 | |
Proceeds from exercise of employee share options | |
| 1,458,088 | | |
| 1,071,919 | |
Other financing activities | |
| 2,009 | | |
| (2,866 | ) |
| |
| | | |
| | |
Net cash generated (used in) from financing activities | |
| (4,529,980 | ) | |
| 11,025,836 | |
| |
| | | |
| | |
NET INCREASE IN ( DECREASE) CASH | |
| (3,704,751 | ) | |
| 13,264,838 | |
| |
| | | |
| | |
CASH, AT THE BEGINNING OF THE YEAR | |
| 14,959,268 | | |
| 1,694,430 | |
| |
| | | |
| | |
CASH, AT THE END OF THE YEAR | |
$ | 11,254,517 | | |
$ | 14,959,268 | |
(Concluded)
■Attachment 4
Advanced Semiconductor Engineering,
Inc.
Guidelines for Issuance and Conversion
of Privately Offered Foreign Non-guaranteed Convertible Corporate Bonds (tentative)
The maximum amount for corporate
bond issue of ASE is US$●. The par value is US$●, issued at par value.
The issuance duration is ●
years.
The annual coupon rate is 0%-5%.
| D. | Date and method of return of principle |
Except for conversion or resale
by the bond holders or premature recall or buyback and cancellation by ASE, ASE will repay the face value of the bonds, or with
interest compensation in a cash lump sum, to the bond holders upon the maturity of the bonds.
This private offering of foreign
convertible corporate bonds will be issued outside the Republic of China and processed according to the laws and regulations of
the country of sale and common international practice.
| F. | Price and method of conversion |
The conversion price may not fall
below the simple arithmetic mean of the share's closing price on the TWSE on the date the issue price is set and its closing price
one, three or five days prior to the price-setting date after deducting distribution of stock dividends and adding 80% of reversed
dividends for capital reduction or 80% of the simple arithmetic mean of the share's closing price over the thirty business days
preceding the price-setting date after deducting distribution of stock dividends and interests and adding reversed dividends for
capital reduction. For the actual issue price, the shareholders meeting will be requested to grant the Board of Directors the authority
to set the price according to the law.
After the bond has been issued,
the conversion price will be adjusted when the number of ASE's outstanding (or privately offered) common shares increases (including
but not limited to capital increase by public or private offerings for cash, by surplus, and by capital reserve, corporate mergers
or acceptance of new shares issued by other companies, stock splits and cash capital increase through DRs), cash dividends are
distributed, conversion or subscription of reissue (or private offering) is made below the share price for securities with option
to convert to or subscribe common shares is below
the market price or subscription price, or the number of common shares falls
due to capital reduction by cancellation of treasury shares.
With the exception of the statutory
period in which ownership may not be transferred, a bond holder may request to have his bonds converted to common shares in ASE
at any time after ● months from the issue date and prior to ten days before the maturity.
| G. | ASE's right to reclaim the bonds |
ASE may choose not to include
a right to reclaim or buy back the outstanding bonds in cash at par value or with interest in one of the following circumstances.
| 1. | If the amount of the outstanding bonds falls below 10% of the total amount of the original issue
after one year from the issue date and prior to 40 days before the maturity. |
| 2. | If the closing price of ASE's common shares on the TWSE exceeds the current conversion price by
130% or more for 30 consecutive business days after one year from the issue date and prior to 40 days before the maturity. |
| H. | The bond holder's resale right: |
ASE may choose not to include
a resale right or a bond holder may request that ASE buys back the bonds at the full or partial price calculated at an annual yield
of ●% after ● months from the issue date.
| I. | Public offering for shares converted from the corporate bonds |
The shares converted from the corporate bonds may
be filed with the Financial Supervisory Commission for a public offering after three years from the corporate bonds' delivery date,
and an application may be submitted to the TWSE for trading on the stock exchange.
The issuance, administration,
and disposal of the corporate bonds shall be subject to the laws of [the State of New York]. However, the approval for issuance
and exercise of conversion rights for the corporate bonds shall be conducted according to the laws of the Republic of China and
shall be subject to the restrictions under the laws of the Republic of China.
The corporate bonds may not be
offered, sold, or delivered in the Republic of China. The corporate bonds shall be sold according to the laws of the country of
sale outside of the Republic of China.
| 1. | Withholding tax: According to the existing tax laws, a 15% tax shall be withheld on interests and
returns (if any) on the corporate bonds held by profit |
| | making organizations without fixed business addresses in the Republic of
China or individuals who do not reside in the Republic of China. |
| 2. | Securities transactions tax: Investors shall be subject to a securities transactions tax at 0.3%
of the total amount when selling shares. |
| 3. | Capital gains tax for securities: When selling shares, investors must calculate, file, and pay
the capital gains tax and the income basic tax by following the Income Tax Act and the Income Basic Tax Act. Foreign individuals
shall pay a capital gains tax for securities of 15% of the capital gain calculated under the rules. Foreign corporate entities
may be exempted from capital gains taxes, but those with fixed business addresses in the Republic of China or business agents shall
calculate whether they have to pay income basic taxes. |
The aforementioned withholding
tax, securities transactions tax, and capital gains tax are described according to the current rules, and shall be subject to changes
in the future if the tax laws in the Republic of China change.
■Attachment 5
Advanced Semiconductor Engineering, Inc.
Table of Comparison of Procedures for
the Acquisition or Disposal of Assets
BEFORE Amendment |
AFTER Amendment |
Article 32-1
Where an audit committee has been established in accordance
with the provisions of the Securities and Exchange Act, the provisions regarding supervisors set out in Articles 6, 13, 25, and
34, shall apply mutatis mutandis to the Audit Committee.
Where an audit committee has been established in accordance
with the provisions of the Securities and Exchange Act, the provisions regarding independent directors set out in Article 15,
paragraph 2, subparagraph 2 shall apply mutatis mutandis to the Audit Committee. |
Article 32-1
Where an audit committee has been established in accordance
with the provisions of the Securities and Exchange Act, the provisions regarding supervisors set out in Articles 6, 13, 25, 32,
and 34, shall apply mutatis mutandis to the Audit Committee.
Where an audit committee has been established in accordance
with the provisions of the Securities and Exchange Act, the provisions regarding supervisors set out in Article 15, paragraph
2, subparagraph 2 shall apply mutatis mutandis to the Audit Committee. |
■Attachment 6
Advanced Semiconductor Engineering, Inc.
Table of Comparison of Procedures for
Lending Funds to Other Parties
BEFORE Amendment |
AFTER Amendment |
Article
4 Loan limits
ASE's funding sources are limited to equity
fund and revolving funds, and loans must be processed without affecting ASE's normal operations. Restrictions for loan amounts:
I.
Overall loan limit: The overall amount may not exceed 50% of ASE's net worth on the latest financial statements. However,
the overall limit for loans between companies for short term financing needs shall be 40% of ASE's net worth.
II.
Loan limits for individual companies:
(1)
Loans as part of business relationship: Not to exceed 20% of ASE's net worth on the latest financial statements. In addition,
for risk considerations, the amount of a loan may not exceed the total amount of business transactions between the two parties
in the last year.
(2)
Loans for short term financing needs: Not to exceed 20% of ASE's net worth on the latest financial statements.
For loans between foreign companies
in which ASE directly or indirectly holds 100% of the voting rights, regardless of the nature being part of business relationship
or short term financing needs, the total and individual loan limits shall not exceed 15% and 10%, respectively, of ASE's net worth
on the latest financial statements. |
Article
4 Loan limits
ASE's funding sources are limited to equity
fund and revolving funds, and loans must be processed without affecting ASE's normal operations. Restrictions for loan amounts:
I.
Overall loan limit: The overall amount may not exceed 50% of ASE's net worth on the latest financial statements. However,
the overall limit for loans between companies for short term financing needs shall be 40% of ASE's net worth.
II.
Loan limits for individual companies:
(1)
Loans as part of business relationship: Not to exceed 20% of ASE's net worth on the latest financial statements. In addition,
for risk considerations, the amount of a loan may not exceed the sum of the value of incoming goods plus service expenditure
or the sum of the value of sales plus service income.
(2)
Loans for short term financing needs: Not to exceed 20% of ASE's net worth on the latest financial statements.
For loans between foreign companies
in which ASE directly or indirectly holds 100% of the voting rights, regardless of the nature being part of business relationship
or short term financing needs, the total and individual loan limits shall not exceed 15% and 10%, respectively, of ASE's net worth
on the latest financial statements. |
Article 5 Loan period and interest calculation
The loan period and interest calculation
for ASE shall be as follows:
I.
The loan period is limited to one year. For special cases, extensions may be granted with the approval of the Board of Directors.
A loan may not be extended beyond six months or more than once.
II.
The loan is calculated at floating interest rates and adjusted by ASE's cost of capital. Interest rate adjustments will
become effective after it is submitted by the Finance Department to the president for approval. Interests are calculated once every
month.
The loan period and
interest calculation for a subsidiary shall be as follows: However, loans between foreign companies in which ASE directly or indirectly
holds 100% of the voting rights, the loan period may not exceed five years. For special cases, extensions may be granted with the
approval of the Board of Directors. A loan may not be extended beyond three years or more than once, and is not subject to the
restriction under Item 1 in the preceding paragraph.
|
Article 5: Loan period and interest calculation
The loan period and interest calculation
for ASE shall be as follows:
I.
The loan period is not to exceed one year. For special cases such as lending as result of a business relationship,
however, extensions may be granted with the approval of the Audit Committee and the Board of Directors. A loan
may not be extended beyond six months or more than once.
II.
The loan is calculated at floating interest rates or fixed interest rates and adjusted by ASE's cost of capital.
Interest rate adjustments will become effective after it is submitted by the Finance Department to the president for approval.
Interests are calculated once every month.
The loan
period and interest calculation for a subsidiary shall be as follows: However, loans between foreign companies in which ASE directly
or indirectly holds 100% of the voting rights, the loan period may not exceed five years. For special cases, extensions may be
granted following approval from the Board of Directors. A loan may not be extended beyond three years or more than
once, and is not subject to the restriction under Item 1 in the preceding paragraph. |
Article 6 Procedure for lending funds
I.
Borrowers shall submit an application form to ASE to apply for loans. The application form must detail the value, duration,
purpose of the loan and collaterals, with enclosure of basic materials, financial materials, and guarantor information.
II.
The Finance Department shall carefully screen borrowers and assess the following:
(1)
The necessity and legitimacy of lending funds to others
(2)
The adequacy of the value of the loan granted taking into consideration of the borrower's financial status
(3)
The cumulative value of loans already granted: is it still within the limit?
(4)
Impact on ASE's operational risks, financial conditions, and shareholders equity.
(5)
Whether to obtain collateral and appraised value of collateral.
(6)
Enclosure of credit check and risk assessment records of the borrower
III.
In the case of fund lending as a result of a business relationship, the Finance Department shall assess the comparability
between the value of the loan granted and the value of the business. If fund-lending is required for short-term financing, reasons
justifying granting of the loan and the conditions shall be listed.
IV.
If the borrower's credit rating is undesirable or purpose of the loan is not justified after credit checks performed by
the Finance Department, the loan will not be granted; the Finance Department shall list reasons for the rejection and submit them
to the president for secondary review before replying the borrow as soon as possible.
V.
For borrowers found with favorable credit ratings and justified purpose of the loan after credit checks and assessment,
the Finance Department shall prepare the credit report with enclosure of relevant opinions and draft lending criteria, which shall
be submitted to the Board of Directors through the president for approval before they can be enforced.
VI.
Borrowers shall complete the "Appropriation Request" and apply with ASE to allocate the loan after the loan limit
is determined and approved by ASE's Board of Directors. Borrowers shall provide a guaranteed note or other collaterals of the same
value to be the loan guarantee. The Finance Department shall complete necessary procedures (e.g. mortgage, pledge) of the collaterals
provided by borrowers.
VII.
The Finance Department shall establish the "Lending Reference Book" that documents information such as name of
the borrower, value of the loan, date approved by the Board of Directors, date the loan is released, and details that should be
carefully evaluated as specified herein for reference.
|
Article 6: Procedure for lending funds
I.
Borrowers shall submit an application form to ASE to apply for loans. The application form must detail the value, duration,
purpose of the loan and collaterals, with enclosure of basic materials, financial materials, and guarantor information.
II.
The Finance Department shall carefully screen borrowers and assess the following:
(1)
The necessity and legitimacy of lending funds to others
(2)
The adequacy of the value of the loan granted taking into consideration of the borrower's financial status
(3)
The cumulative value of loans already granted: is it still within the limit?
(4)
Impact on ASE's operational risks, financial conditions, and shareholders equity.
(5)
Whether to obtain collateral and appraised value of collateral.
(6)
Enclosure of credit check and risk assessment records of the borrower
III.
In the case of fund lending as a result of a business relationship, the Finance Department shall assess the comparability
between the value of the loan granted and the sum of the value of incoming goods plus service expenditure or the sum of the
value of sales plus service income. If fund-lending is required for short-term financing, reasons justifying granting of the
loan and the conditions shall be listed.
IV.
If the borrower's credit rating is undesirable or purpose of the loan is not justified after credit checks performed by
the Finance Department, the loan will not be granted; the Finance Department shall list reasons for the rejection and submit them
to the president for secondary review before replying the borrow as soon as possible.
V.
For borrowers found with favorable credit ratings and justified purpose of the loan after credit checks and assessment,
the Finance Department shall prepare the credit report with enclosure of relevant opinions and draft lending criteria, which shall
be submitted to the Audit Committee and the Board of Directors through the president for approval before they can be enforced.
VI.
Borrowers shall complete the "Appropriation Request" and apply with ASE to allocate the loan after the loan limit
is determined and approved by ASE's Board of Directors. Borrowers shall provide a guaranteed note or other collaterals of the same
value to be the loan guarantee. The Finance Department shall complete necessary procedures (e.g. mortgage, pledge) of the collaterals
provided by borrowers.
VII.
The Finance Department shall establish the "Lending Reference Book" that documents information such as name of the borrower,
value of the loan, date approved by the Board of Directors, date the loan is released, and details that should be carefully evaluated
as specified herein for reference. |
Article 7: Decision and level of authority
I.
When lending to another party, the Finance Department must carefully assess compliance with the Procedure, and submit the
results along with its assessment under Article 6 to the president for approval and lending may take effect following a resolution
reached by the Board of Directors.
II.
Lending between ASE and its parent or subsidiaries or between ASE's subsidiaries shall be submitted for the board's resolution
according to the preceding paragraph, and the chairman is authorized to grant a loan of a fixed amount to the same party as approved
by the board in the form of multiple loans or a revolving loan within the period of one year.
III.
With respect to the fixed amount referred to in the preceding paragraph, except lending between foreign companies in which
ASE directly or indirectly holds 100% of the voting rights are not subject to the loan limit, lending by ASE or a subsidiary to
a single enterprise shall not exceed 10% of its own net worth on the latest financial statements.
IV.
If ASE has created the position of independent director, it shall take into full consideration each independent director's
opinions when lending to other parties and record each independent director's agreement or objection and reasons for objection
in the Board of Directors' meeting minutes in detail.
V.
Details of lending and related matters shall be submitted to the next shareholders meeting.
|
Article 7: Decision and level of authority
I.
When lending to another party, the Finance Department must carefully assess compliance with the Procedure and submit the
results along with its assessment under Article 6 to the president for approval and lending may take effect following approval
by the Audit Committee and a resolution reached by the Board of Directors.
II.
Lending between ASE and its parent or subsidiaries or between ASE's subsidiaries shall be submitted for the board's
resolution and the chairman is authorized to grant a loan of a fixed amount to the same party as approved by the board in the form
of multiple loans or a revolving loan within the period of one year.
III.
With respect to the fixed amount referred to in the preceding paragraph, except lending between foreign companies in which
ASE directly or indirectly holds 100% of the voting rights are not subject to the loan limit, lending by ASE or a subsidiary to
a single enterprise shall not exceed 10% of its own net worth on the latest financial statements.
IV.
ASE shall take into full consideration each independent director's opinions when lending to other parties, and record each
independent director's agreement or objection and reasons for objection in the Board of Directors' meeting minutes in detail.
V.
Details of lending and related matters shall be submitted to the next shareholders meeting.
|
Article 8: Lending changes
In cases of objective environmental changes
after a loan is granted that make borrowers no longer meet requirements of this procedure or result in balance exceeding withdrawal
limits, an improvement plan shall be established and delivered to all supervisors and improvements shall be made by deadlines established
in the plan.
|
Article 8: Lending changes
In cases of objective environmental changes
after a loan is granted that make borrowers no longer meet requirements of this procedure or result in balance exceeding withdrawal
limits, an improvement plan shall be established and delivered to the Audit Committee and improvements shall be made by
deadlines established in the plan.
|
Article 11: Audit procedure
To strengthen control over the lending
procedure, the internal audit department of ASE shall at least audit the lending procedure and the implementation on a quarterly
basis and keep written records. In case of major violations, supervisors shall be informed in writing.
|
Article 11: Audit procedure
To strengthen control over the lending
procedure, the internal audit department of ASE shall at least audit the lending procedure and the implementation on a quarterly
basis and keep written records. In case of major violations, the Audit Committee shall be informed in writing.
|
Article 14: Implementation and Revision
I. Once this procedure is approved by the Board of Directors, it shall be delivered to all supervisors and brought forth in
a shareholders' meeting for approval. In cases of objections expressed by directors that are recorded or indicated in a written
statement, ASE shall send the objections together to all supervisors and bring them forth in a shareholders' meeting for discussion.
Revisions shall be handled in the same way.
II.
If ASE has created the position of independent director and this procedure is brought forth in a Board of Directors'
meeting for discussion as required in the preceding item, it shall take into full consideration each independent director's opinions
and record each independent director's agreement or objection and reasons for objection in the Board of Directors' meeting minutes
in detail. |
Article 14: Implementation and Revision
I.
This procedure shall be approved by the Audit Committee and brought forth and approved in a Board of Directors'
meeting before it is further brought forth in a shareholders' meeting for approval. In cases of objections expressed by
directors that are recorded or indicated in a written statement, ASE shall send the objections together to the Audit Committee
and bring them forth in a shareholders' meeting for discussion. Revisions shall be handled in the same way.
II.
When ASE brings this procedure forth in a board of director's meeting for discussion as required in the preceding item,
it shall take into full consideration each independent director's opinions and record each independent director's agreement or
objection and reasons for objection in the Board of Directors' meeting minutes in detail. |
Attachment 7
Advanced Semiconductor Engineering,
Inc.
Table of Comparison of Procedures of
Making Endorsements and Guarantees
BEFORE Amendment |
AFTER Amendment |
Article 5: Procedure for Making Endorsements and Guarantees
I.
When an endorsed or guaranteed enterprise needs to access the amount endorsed or guaranteed by ASE, it shall report the
loan amount, period, and nature of the endorsement or guarantee to ASE. The Finance Department shall review the report and assess
the risks, and then submit the results to the Board of Directors for approval before proceeding.
II.
The Finance Department shall perform credit checks and risk assessments on endorsed or guaranteed companies. The assessments
shall include the following items:
(1)
Necessity and reasonableness of the endorsement or guarantee.
(2)
Credit check and risk assessment on endorsed or guaranteed party
(3)
Impact on ASE's operational risks, financial conditions, and shareholders equity.
(4)
Whether to obtain collateral and appraised value of collateral.
(5)
For endorsements or guarantees as part of a business relationship, the comparability of the value of the endorsement or
guarantee with the value of business interaction shall be evaluated.
III.
If deemed necessary by the risk assessment results, the Finance Department shall obtain collaterals from the endorsed or
guaranteed party and complete the necessary procedures (e.g. mortgage, pledge).
IV.
The Finance Department shall create a log book for endorsements and guarantees, including details on endorsed or guaranteed
parties, amounts, dates of board resolutions or chairman approvals, endorsement or guarantee dates, items to be assessed under
this article, and terms and dates for relieving endorsement or guarantee obligations.
V.
When ASE or one of its subsidiaries provides endorsements or guarantees to a subsidiary whose net worth is below the paid-in
capital, in addition to the rules under the four preceding paragraphs, the finance department of ASE or its subsidiary shall
continue to monitor the finance, business, and credit conditions of the endorsed or guaranteed subsidiary. Any potential material
risk shall be immediately reported to the Board of Directors in writing.
VI.
If the shares of the endorsed or guaranteed subsidiary in the preceding paragraph does not have a par value or the par value
is not NT$10, the calculation of paid-in capital in the preceding paragraph shall also include the sum of the capital and the capital
surplus at premium.
Article 6: Decision and level
of authority
I.
When ASE handles endorsements and guarantees, it shall submit results of the assessment under Article together to the Board
of Directors for approval in advance. When it is considered necessary, the Chairman may be delegated through the board of director's
meeting the authority to make a decision if the amount does not exceed 1% of ASE's network as indicated in the latest financial
statements.
II.
If ASE has created the position of independent director, it shall take into full consideration each independent director's
opinions when making endorsements or guarantees for others, and record each independent director's agreement or objection and reasons
for objection in the Board of Directors' meeting minutes in detail.
|
Article 5: Procedure for Making Endorsements and Guarantees
I.
When an endorsed or guaranteed enterprise needs to access the amount endorsed or guaranteed by ASE, it shall report the
loan amount, period, and nature of the endorsement or guarantee to ASE. The Finance Department shall review the report and assess
the risks, and then submit the results to the Audit Committee and the Board of Directors for approval before proceeding.
II.
The Finance Department shall perform credit checks and risk assessments on endorsed or guaranteed companies. The assessments
shall include the following items:
(1)
Necessity and reasonableness of the endorsement or guarantee.
(2)
Credit check and risk assessment on endorsed or guaranteed party
(3)
Impact on ASE's operational risks, financial conditions, and shareholders equity.
(4)
Whether to obtain collateral and appraised value of collateral.
(5)
For endorsements or guarantees as part of a business relationship, the comparability of the value of the endorsement or
guarantee with the value of business interaction shall be evaluated.
III.
If deemed necessary by the risk assessment results, the Finance Department shall obtain collaterals from the endorsed or
guaranteed party and complete the necessary procedures (e.g. mortgage, pledge).
IV.
The Finance Department shall create a log book for endorsements and guarantees, including details on endorsed or guaranteed
parties, amounts, dates of board resolutions or chairman approvals, endorsement or guarantee dates, items to be assessed under
this article, and terms and dates for relieving endorsement or guarantee obligations.
V.
When ASE or one of its subsidiaries provides endorsements or guarantees to a subsidiary whose net worth is below the paid-in
capital, in addition to the rules under the four preceding paragraphs, the finance department of ASE or its subsidiary shall
continue to monitor the finance, business, and credit conditions of the endorsed or guaranteed subsidiary. Any potential material
risk shall be immediately reported to the Board of Directors in writing.
VI.
If the shares of the endorsed or guaranteed subsidiary in the preceding paragraph does not have a par value or the par value
is not NT$10, the calculation of paid-in capital in the preceding paragraph shall also include the sum of the capital and the capital
surplus at premium.
Article 6: Decision and level
of authority
I.
When ASE handles endorsements and guarantees, it shall submit results of the assessment under Article together to the Audit
Committee for approval and then the Board of Directors for a resolution in advance. When it is considered necessary, the Chairman
may be delegated through the board of director's meeting the authority to make a decision if the amount does not exceed 1% of ASE's
network as indicated in the latest financial statements.
II.
To endorse or guarantee others, ASE shall take into full consideration each independent director's opinions and record each
independent director's agreement or objection and reasons for objection in the Board of Directors' meeting minutes in detail.
|
BEFORE Amendment |
AFTER Amendment |
Article 7: Endorsements and guarantees exceeding the limit and
modification
I.
When it is necessary for endorsements or guarantees to exceed the limit established under Article 4 to meet business demand
and criteria established for this procedure are met, approval from the Board of Directors shall be obtained and more than half
the directors shall sign their names to demonstrate joint guarantee for ASE's possible losses and the Procedure for Making Endorsements
and Guarantees shall be revised; the extended limit may be brought forth in a shareholders' meeting for endorsement. When it is
disapproved in the shareholders' meeting, a plan shall be established to write off the excess within a certain period of time.
If ASE has created the position of independent director, it shall take into full consideration each independent director's
opinions during the Board of Directors discussion as mentioned in the foregoing and record each independent director's agreement
or objection and reasons for objection in the Board of Directors' meeting minutes in detail.
II.
When endorsed or guarantee parties of ASE met the requirements under Article 3 in the very beginning but then did not meet
them or the endorsed or guaranteed value exceeds the limit established under Article 4 as a result of changes to the underlying
criteria for the calculation, an improvement plan shall be established with regard to endorsed or guaranteed value or the excess
and delivered to all supervisors and improvements shall be made by deadlines established in the plan.
|
Article 7: Endorsements and guarantees exceeding the limit and
modification
I.
When it is necessary for endorsements or guarantees to exceed the limit established under Article 4 to meet business demand
and criteria established for this procedure are met, approval from the Audit Committee and then the Board of Directors shall
be obtained and more than half the directors shall sign their names to demonstrate joint guarantee for ASE's possible losses
and the Procedure for Making Endorsements and Guarantees shall be revised; the extended limit may be brought forth in a shareholders'
meeting for endorsement. When it is disapproved in the shareholders' meeting, a plan shall be established to write off the excess
within a certain period of time. In addition, during the Board of Directors' discussion as mentioned in the foregoing, ASE shall
take into full consideration each independent director's opinions and record each independent director's agreement or objection
and reasons for objection in the Board of Directors' meeting minutes in detail.
II.
When endorsed or guarantee parties of ASE met the requirements under Article 3 in the very beginning but then did not meet
them or the endorsed or guaranteed value exceeds the limit established under Article 4 as a result of changes to the underlying
criteria for the calculation, an improvement plan shall be established with regard to endorsed or guaranteed value or the excess
and delivered to the Audit Committee and improvements shall be made by deadlines established in the plan.
|
Article 10: Audit procedure
The internal audit personnel of ASE shall
audit the Procedure for Making Endorsements and Guarantees and its implementation at least once every quarter and keep written
records. In case of major violations, supervisors shall be informed in writing.
|
Article 10: Audit procedure
The internal audit personnel of ASE shall
audit the Procedure for Making Endorsements and Guarantees and its implementation at least once every quarter and keep written
records. In case of major violations, the Audit Committee shall be informed in writing.
|
Article
13: Implementation and Revision
I.
Once this procedure is approved by the Board of Directors, it shall be delivered to all supervisors and brought forth in
a shareholders' meeting for approval. In cases of objections expressed by directors that are recorded or indicated in a written
statement, ASE shall send the objections together to all supervisors and bring them forth in a shareholders' meeting for discussion.
Revisions shall be handled in the same way.
II.
If ASE has created the position of independent director and this procedure is brought forth in a Board of Directors'
meeting for discussion as required in the preceding item, it shall take into full consideration each independent director's opinions
and record each independent director's agreement or objection and reasons for objection in the Board of Directors' meeting minutes
in detail.
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Article
13: Implementation and Revision
I.
This procedure shall be approved by the Audit Committee and brought forth and approved in a Board of Directors' meeting
before it is further brought forth in a shareholders' meeting for approval. In cases of objections expressed by directors that
are recorded or indicated in a written statement, ASE shall send the objections together to the Audit Committee and bring
them forth in a shareholders' meeting for discussion. Revisions shall be handled in the same way.
II.
When ASE brings this procedure forth in a board of director's meeting for discussion as required in the preceding item,
it shall take into full consideration each independent director's opinions and record each independent director's agreement or
objection and reasons for objection in the Board of Directors' meeting minutes in detail.
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■Attachment 8
Advanced Semiconductor Engineering,
Inc.
Table of Comparison of the Revised Articles
of Incorporation
BEFORE Amendment |
AFTER Amendment |
Chapter IV Directors and Supervisors
Article 16:
ASE shall have seven to nine directors,
of which there shall be two independent directors and five to seven non-independent directors, and also five to seven supervisors
to be elected by the shareholders’ meeting from candidates with legal capacity. Each director and supervisor shall hold office
for a term of three years, and may continue to serve if re-elected.
Election of directors and supervisors
should be handled according to Article 198 of the Company Act and applicable laws and regulations.
When handling the aforementioned election
of directors, the election of independent directors and non-independent directors should be held concurrently, with the names of
the elected separately calculated, and those that receive the ballots representing the greatest number of voting rights will be
elected as independent directors or non-independent directors.
The provisions under this chapter regarding
supervisors shall cease to apply once the supervisors elected since 2012 have been relieved of their duties. The supervisors
shall be replaced by an audit committee that ASE will establish in accordance with Article 14-4 of the Securities and Exchange
Act. The Audit Committee shall be responsible for exercising the powers of supervisors under the Company Act, the Securities and
Exchange Act, and other applicable laws. The Audit Committee shall consist of all independent directors and its powers and related
matters shall be devised by the Board of Directors in accordance with the applicable laws.
In response to the establishment of
the Audit Committee in the preceding paragraph, when ASE elects its directors in 2015, the number of directors and supervisors
under paragraph 1 shall be amended to 11 to 15 directors, of which there shall be three independent directors and eight to twelve
non-independent directors, and the position of supervisor shall be eliminated.
|
Chapter IV Directors
Article 16:
ASE shall have 11 to 15 directors, of
which there shall be three independent directors and eight to 12 non-independent directors. Each director and supervisor shall
hold office for a term of three years, and may continue to serve if re-elected.
Election of directors should be handled
according to Article 198 of the Company Act and applicable laws and regulations.
When handling the aforementioned election
of directors, the election of independent directors and non-independent directors should be held concurrently, with the names of
the elected separately calculated, and those that receive the ballots representing the greatest number of voting rights will be
elected as independent directors or non-independent directors.
The supervisors shall be replaced by an
audit committee that ASE will establish in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee
shall be responsible for exercising the powers of supervisors under the Company Act, the Securities and Exchange Act, and other
applicable laws. The Audit Committee shall consist of all independent directors and its powers and related matters shall be devised
by the Board of Directors in accordance with the applicable laws.
|
Article 19-1
Board meetings shall be notified to directors
and supervisors seven days in advance with the reason indicated. In an emergency, a board meeting may be called at any time.
Notifications of board meetings may be
in writing or via email or fax.
Article
23
ASE’s net profits each year after the actual budget shall
be distributed in the following order:
(1)
Replenishment of losses.
(2)
Allocation of 10% as the legal surplus reserve.
(3)
Allocation or reversal of a special surplus reserve in accordance with laws or regulations set forth by the authorities
concerned.
(4)
For the unrealized portion of long-term investment profits calculated by the equity method that is not cash dividends, it
may be listed as the special surplus reserve under the item of current profits, to be included for profit distribution after having
been realized.
(5)
Addition or deduction of the portion of retained earnings that are equity investment gains or losses that have been realized
or measured at fair value through other overall gains or losses.
Any remaining profits, if any, shall be distributed as follows:
(6)
Allocation of 1%, inclusive, or less from the balance after the amounts mandated by Items 1 to 5 above have been deducted
as the remuneration for directors and supervisors.
(7)
7%-11% of the remainder after deducting the amounts indicated in Items 1 to 5 shall be set aside for distribution as employee
bonuses. 7% of the amount earmarked for employee bonuses shall be distributed according to the rules governing distribution of
employee bonuses; the remainder exceeding the 7% to be distributed by the board among employees based on their individual contributions.
(8)
The Board of Directors shall be delegated to draw up a plan to distribute the remaining earnings to shareholders pro rata
to the total number of shares held by each of them.
Employees referred to in Item 7 of the
preceding paragraph include employees of subsidiary companies that meet certain conditions, which are to be prescribed by the Board
of Directors.
|
Article 19-1
Individual directors and supervisors shall
be notified of a board meeting to be called for with proper statement of the causes seven days in advance. In an emergency, a board
meeting may be called at any time.
Notifications of board meetings may be
in writing or via email or fax.
Article
23
ASE’s net profits each year after the actual budget shall
be distributed in the following order:
(1)
Replenishment of losses.
(2)
Allocation of 10% as the legal surplus reserve.
(3)
Allocation or reversal of a special surplus reserve in accordance with laws or regulations set forth by the authorities
concerned.
(4)
For the unrealized portion of long-term investment profits calculated by the equity method that is not cash dividends, it
may be listed as the special surplus reserve under the item of current profits, to be included for profit distribution after having
been realized.
(5)
Addition or deduction of the portion of retained earnings that are equity investment gains or losses that have been realized
or measured at fair value through other overall gains or losses.
Any remaining profits, if any, shall be distributed as follows:
(6)
Allocation of 1%, inclusive, or less from the balance after the amounts mandated by Items 1 to 5 above have been deducted
as the remuneration for directors.
(7)
7%-11% of the remainder after deducting the amounts indicated in Items 1 to 5 shall be set aside for distribution as employee
bonuses. 7% of the amount earmarked for employee bonuses shall be distributed according to the rules governing distribution of
employee bonuses; the remainder exceeding the 7% to be distributed by the board among employees based on their individual contributions.
(8)
The Board of Directors shall be delegated to draw up a plan to distribute the remaining earnings to shareholders pro rata
to the total number of shares held by each of them.
Employees referred to in Item 7 of the
preceding paragraph include employees of subsidiary companies that meet certain conditions, which are to be prescribed by the Board
of Directors.
|
Article 27:
These Articles of Incorporation were passed
at a founders' meeting with the agreement of all of the founders,
held on March 11, 1984.
The first amendment was made on May 3,
1984.
.
.
The thirty-ninth amendment was made on
June 21, 2012.
The fortieth amendment was made on June
26, 2013.
The forty-first amendment was made on June
26, 2014.
|
Article 27:
These Articles of Incorporation were passed
at a founders' meeting with the agreement of all of the founders,
held on March 11, 1984.
The first amendment was made on May 3,
1984.
.
.
The thirty-ninth amendment was made on
June 21, 2012.
The fortieth amendment was made on June
26, 2013.
The forty-first amendment was made on June
26, 2014.
The forty-second amendment is to be
made on June 23, 2015.
|
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