Commission File Number 001-16125 | |
Advanced
Semiconductor Engineering, Inc.
|
|
(
Exact name of Registrant as specified in its charter)
|
|
26
Chin Third Road
Nantze
Export Processing Zone
Kaoshiung,
Taiwan
Republic
of China
|
|
(Address
of principal executive offices)
|
Form
20-F X
Form 40-F ____
|
Yes
___ No X
|
ADVANCED
SEMICONDUCTOR
ENGINEERING, INC. |
||
Date: May 28,
2009
By:
|
/s/ Joseph
Tung
|
|
Name:
|
Joseph
Tung
|
|
Title:
|
Chief
Financial Officer
|
Stock
Code:2311
|
NYSE:ASX
|
ASE
|
ADVANCED
SEMICONDUCTOR
ENGINEERING,
INC.
|
Summary
Translation
|
Meeting
Notice
|
1.
|
Please
note that we are scheduled to hold the 2009 Shareholders’ General
Meeting
|
|
1.1.3
|
Report
on total sum of endorsement for guarantee and amount of loans to other
parties.
|
|
1.1.4
|
Report
on implementation of indirect investment on Mainland China by the
Company.
|
|
1.1.5
|
Report
on the Company’s buyback of its stock and the implementation
thereof.
|
|
1.2.1
|
Ratification
of 2008 final financial statement.
|
|
1.2.2
|
Ratification
of proposal for 2008 earnings distribution
proposal.
|
|
1.3.1
|
Discussions
of authorization to the board of directors to opt at the most optimal time
for capital increase in cash from participation in issuance of GDR, or
conduct capital increase in cash at home, or issue domestic convertible
bond or ECB overseas.
|
|
1.3.2
|
Discussions
of revision of Handling Procedure for Acquisition or Disposal of
Assets.
|
|
1.3.3
|
Discussions
of revision of Handling Procedure for Loans to Third
Parties.
|
|
1.3.4
|
Discussions
of revision of Handling Procedure for Endorsements and
Guarantees.
|
|
1.3.5
|
Discussions
of revision of the Company’s Articles of
Incorporation.
|
|
1.5
|
Other
Proposals: Agreement to release the Company’s newly elected Directors from
the non-competition restriction.
|
2.
|
For
the Company’s 2008 surplus distribution, the Board of Directors has
drafted a shareholder cash divided at NT$0.5 per share. Later, if the
Company’s ECB holders exercise the right of conversion, or new shares
issued to employees against Employee Stock Option warrant, or new shares
issued by the Company for a cash capital increase, or buyback of the
Company’s stocks, or transfer or cancellation of the Company’s treasury
stocks, which affect 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
plenipotentiarily and make the adjustment
accordingly.
|
3.
|
According
to Article 209 of the Company Act, when a director take actions as part of
the
|
4.
|
According
to Article 165 of the Company Act, stock transfer shall be discontinued
from April 27, 2009 to June 25,
2009.
|
5.
|
Apart
from the public announcement, this is the letter of invitation attached
with one copy each of the Notice for Attendance of the Shareholders’
General Meeting and proxy. You are cordially requested to save your
calendar for this meeting. If you are to attend the meeting in person,
please report to the site on the date of meeting by filling out Coupon 2
the Notice for Attendance in Person and Coupon 3 Sign-in Card. If you wish
to consign an agent to attend on your behalf, please send back Coupon 6
Proxy and Coupon 3 Sign-in Card in its full form, duly filled out, to the
Company’s stock affairs agent, President Securities Corp. with attention
to Department of Stock Affairs Agency 5 days prior to the meeting. Once
the signature or seal is verified, the Company’s stock affairs agent will
send back the Sign-in Card with the registration seal affixed to you your
agent for attending the shareholders’ general
meeting.
|
6.
|
If
any shareholder wishes to enlist proxies, the Company will produce a
general checklist stating therein the information of the solicitor and the
soliciting information on May 25, 2009 to be disclosed on the website
http://free.sfib.org.tw Any
investor who wishes to make an enquiry may key in directly the website and
surf to Free Enquiry System for Announced Information Related to Proxy.
All visitors need is to click on the right-hand side the Entry for Enquiry
About the Announced Information on Proxy for Meeting and input the enquiry
condition.
|
7.
|
Proxy
information verification institution: Department of Stock Affairs Agency,
President Securities Corp.
|
8.
|
This
is for your information and please act
accordingly.
|
98 Notice
for Attendance in Person
To:
Advanced Semiconductor Engineering, Inc.
Please
note that I shall personally attend the 2009 Shareholders’ General Meeting
on June 25, 2009 and you may please send me the Sign-in Card.
Thanks.
Shareholder
No.:
If proxy is consigned, please endorse on the back.
Shareholder
Name:
Please sign here if you
are to attend the meeting in
person.
|
This
Sign-in Card will become null and void without the registration seal by
the Company’s stock affairs agent.
|
2009
Shareholders’ General Meeting of
Advanced
Semiconductor Engineering, Inc.
98 o To attend in
person Sign-in Card
o By
proxy
Time:
Thursday, June 25, 2009, 10:00 a.m. sharp
Venue:
Chuang-ching Hall,
600,
Chia-chang Rd., NEPZ, Nantz Dist.,
Kaohsiung
City
|
Shareholder
No.:
Number
of Shares Held:
|
|
Addressee:
Shareholder
Name:
Mailing
Address of Shareholder:
Name
of Agent:
Mailing
Address of Agent:
|
※
|
The
Souvenir for shareholders this year will be: Glass food-saver bowls. In
case the quantity is not sufficient and adequate, an alternative of equal
value will be distributed.
|
※
|
You
may pick up the souvenir from June 8-25, 2009 at President Securities
Corp., of 8, Tunghsing St., Sungshan District, Taipei City 105 or from
June 8-24 at 26, Ching 3rd
Road, NEPZ, Kaohsiung City from 8:30 a.m. to 4:30 p.m. except Sundays and
holidays.
|
※
|
If
you plan to attend the meeting in person on June 25, 2009, you may pick up
the souvenir at the meeting site. There shall be no distribution of the
souvenir after the meeting is over.
|
※
|
You
may enquire about the souvenir-related information at the exclusive
souvenir area on the website of President Securities Corp. at http://www.pscnet.com.tw.
|
※
|
If
you wish the solicitor consigned to attend the Shareholders’ Meeting on
your behalf to collect the souvenir, contact the solicitor’s office
between June 8 and June 19, 2009 (for shareholders with 1,000 shares or
more only).
|
※
|
Please
fill out the bank information completely. If a remittance cannot be made,
a check will be mailed.
|
※
|
If
you do not know how to write the remittance account number, please attach
a copy of your account book’s information page to make sure the
information is entered correctly.
|
※
|
If
you do not wish to receive the Company’s case dividend by bank remittance,
a check can be mailed to you.
|
※
|
Please
return this by mail to the Department of Stock Affairs Agency, President
Securities Corp. before June 25,
2009.
|
1.
|
The
proxy is provided in two different forms and shareholder may opt to choose
one for use. However, if two forms are used simultaneously, it shall be
deemed as carte blanche.
|
2.
|
Before
solicitation for proxy is made by other party, shareholders are advised to
ask the solicitor to provide the information on the written and
advertising contents or consult with the Company-compiled general
information of the solicitor’s written and advertising contents in order
to fully understand the background information of the solicitor and the
candidate to be elected as well as the opinion toward the agenda by the
solicitor.
|
3.
|
If
the trustee agent is not a shareholder, he/she should fill out his/her ID
number or the uniform serial number in the Shareholder A/C
Column.
|
4.
|
If
the solicitor is a trust business or service agency institution, please
fill out the uniform serial number in the Shareholder A/C
Column.
|
5.
|
All
other matters related to the agenda shall be conducted by the instructions
herein provided.
|
6.
|
Once
the proxy has been delivered to the Company and the shareholder wishes to
personally attend the meeting, the concerned shareholder should notify the
Company in writing at least one day prior to the shareholders’ meeting to
rescind the notice for proxy. If the shareholder fails to do so by the
deadline, the voting right cast by the trustee agent shall
govern.
|
7.
|
See
Coupon 6 for the format of the
proxy.
|
P R O X Y
|
Principal
(Shareholder)
|
Serial
No.
|
02
ASE
|
|||||
Format
I
|
Format
II
|
Shareholder
A/C No.
|
Number
of shares held
|
Signature
or Seal
|
||||
Name
or Title
|
||||||||
Solicitor
|
Signature
or Seal
|
|||||||
Account
No.
|
||||||||
Name
or Title
|
||||||||
Agent
Consigned
|
Signature
or Seal
|
|||||||
Account
No.
|
||||||||
Name
or Title
|
||||||||
ID
No.
|
||||||||
Address
|
1.
|
____________
(the trustor must fill out in person and it can not be replaced by
affixation of seal) is hereby consigned as the agent for the undersigned
shareholder, to attend the 2009 Shareholders’ General Meeting to be held
on June 25, 2009, representing the undersigned shareholder to exercise the
rights of shareholders with regard to the matters in the agenda and may at
his/her discretion handle the extempore motions in the
meeting.
|
2.
|
Please
mail the attendance pass or presence sign-in card to the agent. If the
meeting date is changed for whatever the reason, this Proxy remains in
force (limited to this meeting
only).
|
1.
|
____________
(the trustor must fill out in person and it can not be replaced by
affixation of seal) is hereby consigned as the agent for the undersigned
shareholder, to attend the 2009 Shareholders’ General Meeting to be held
on June 25, 2009, representing the undersigned shareholder to exercise the
rights and opinion of shareholders with regard to the matters in the
agenda and may at his/her discretion handle the extempore motions in the
meeting.
|
|
1.1
|
Ratification
of 2008 final financial statement.
|
|
1.2
|
Ratification
of 2008 earnings distribution
proposal.
|
|
1.3
|
Discussions
of authorization to the board of directors to opt at the most optimal time
for capital increase in cash from participation in issuance of GDR, or
conduct capital increase in cash at home, or issue domestic convertible
bond or ECB overseas.
|
|
1.4
|
Discussions
of the revision case for the Handling Procedure for Acquisition or
Disposal of Assets.
|
|
1.5
|
Discussions
of revision of Handling Procedure for Loans to Third
Parties
|
|
1.6
|
Discussions
of revision of Handling Procedure for Endorsements and
Guarantees
|
|
1.7
|
Discussions
of revision of the Company’s Articles of
Incorporation
|
|
1.8
|
Re-election
of Directors and Supervisors
|
|
1.9
|
Agreement
to release the Company’s newly elected Directors from the non-competition
restriction
|
1.10
|
Extempore
Motions.
|
2.
|
If
this shareholder has not ticked any of the above motions, it shall mean
ratification or endorsement of each and every
motion.
|
3.
|
The
agent of this shareholder may have the right at his/her discretion to
handle any extempore motions in the
meeting.
|
4.
|
Please
mail the attendance pass or presence sign-in card to the agent. If the
meeting date is changed for whatever the reason, this Proxy remains in
force (limited to this meeting
only).
|
Advertisement
Reply
|
Taiwan
Northern Post Office Administration Registration Permit
|
Pei-Shih-Tzu-#3577
|
Meeting
Agenda
|
Meeting
Procedure
|
1
|
|
Meeting
Agenda
|
2
|
|
Status
Reports
|
3
|
|
Matter
of
Ratification
|
6
|
|
Matter
of
Discussions
|
8
|
|
Matters
for
Election
|
14
|
|
Other
Proposals
|
15
|
|
Extempore
Motions
|
15
|
|
Attachments:
|
||
I
|
2008
Business
Report
|
16
|
II
|
Supervisors'
Report final Financial
Statement
|
19
|
III
|
CPA
Audit Report and 2008 Financial
Statement
|
20
|
IV
|
Table
of Comparison of Revised Procedure for the Company’s Acquisition or
Disposal of Assets
|
39
|
V
|
Table
of Comparison of Revised Procedure for the the Company’s Handling
Procedure for Loans to Third Parties
|
40
|
VI
|
Table
of Comparison of Revised Procedure for the Company’s Handling Procedure
for Endorsements and Guarantees
|
46
|
VII
|
Table
of Comparison of Revised Articles of the Company’s
Incorporation
|
51
|
Appendixes:
|
||
I
|
Rules
of Procedure for Shareholders’
Meeting
|
52
|
II
|
Guidelines
for the Election of Directors and Supervisors
|
56
|
III
|
Articles
of Incorporation (before
revision)
|
58
|
IV
|
Status
of Holdings by Directors and
Supervisors
|
64
|
V
|
Information
Concerning Employee Bonus and Information Remuneration for Directors and
Supervisors
|
65
|
VI
|
Impact
upon Business Performance and EPS Resultant from
Nonremunerative Share Allotment this time
|
66
|
1.
|
Meeting
called to order (announcing respective holding of shareholders
present)
|
2.
|
Chairperson's
opening remarks
|
3.
|
Status
report
|
4.
|
Matters
for ratification
|
5.
|
Matters
for discussions
|
6.
|
Matters
for Election
|
7.
|
Other
Proposals
|
8.
|
Extempore
Motions
|
9.
|
Meeting
ended
|
Item 1:
|
Ratification
of the Company's 2008 final financial statements
|
Item 2:
|
Ratification
of the Company's 2008 earnings distribution
proposal
|
|
Case
1:
|
Discussions
of authorizing the Board to opt at the optimal time for capital increase
in cash by joining the issuance of GDR (Global depository receipts) or
domestic capital increase in cash or issuance of domestic or ECB to raise
funds
|
|
Case
2:
|
Discussions
of revision of Procedure for Acquisition or Disposal of
Assets
|
|
Case
3:
|
Discussions
of revision of Handling Procedure for Loans to Third
Parties
|
Case
4:
|
Discussions
of revision of Handling Procedure for Endorsements and
Guarantees
|
|
Case
5:
|
Discussions
of revision of Articles of Incorporation
|
|
8.
Matters for Election
|
||
Item
1:
|
Re-election
of Directors and Supervisors
|
|
9.
Other Proposals
|
||
Item
1:
|
Agreement
to release the Company’s newly elected Directors from the non-competition
restriction
|
|
10.
Extempore Motions
|
||
11.
Meeting
ended
|
Explanation:
|
1.
Details of the Company's amounts of endorsements and guarantees as of
December 31, 2008 are as follows:
|
Unit:
NT$1,000
|
Warrantee
|
Relationship
|
Amount
Guaranteed
|
ASE
(Shanghai) Inc.
|
A
subsidiary the Company has indirect holdings of 100%
|
4,731,840
|
ASE
Test Finance Limited
|
A
subsidiary the Company has indirect holdings of 100%
|
2,563,080
(Note)
|
Omniquest
Industrial Limited
|
A
subsidiary the Company has direct and indirect holdings of
100%
|
72,292
|
J
& R Industrial, Inc.
|
A
subsidiary the Company has indirect holdings of 100%
|
772,210
|
ASE
(Weihai) Inc.
|
A
subsidiary the Company has indirect holdings of 100%
|
328,600
|
Grand
Total
|
8,468,022
|
|
Note:
This is the Company and the subsidiary ASE Test Limited’s joint guarantee
for a syndicate loan of US$78,000,000 for the subsidiary ASE Test Finance
Ltd.
|
2.
At the time of writing, the company does not have loans granted to
others.
|
|
Explanation:
|
The
following depicts the newly added indirect investment out of the Company’s
own reserves on Mainland China via third countries in
2008:
|
Approval
No. by Investment Commission, MOEA
|
Name
of company on Mainland China being invested
|
Amount
approved
|
Ching-Shen-Er-Tze-#09700013770
dated 02/15/2008
|
ASE
(Weihai) Inc.
|
US$7
million
|
Ching-Shen-Er-Tze-#09600401670
dated 02/20/2008
|
ASE
Assembly & Test (Shanghai) Limited
|
US$30
million
|
Ching-Shen-Er-Tze-#09700119990
dated 05/16/2008
|
ASE
Assembly & Test (Shanghai) Limited
|
US$90
million
|
Ching-Shen-Er-Tze-#09700158150
dated 05/22/2008
|
ASE
(Weihai) Inc.
|
US$13
million
|
Ching-Shen-Er-Tze-#09700270430
dated 08/07/2008
|
ASE
Electronic Module (Kunshan) Inc.
|
US$6
million
|
Explanation:
|
See
the following table for information related to the Company’s buyback of
its stock and the implementation
thereof
|
Buyback
info
|
First
instance
|
Second
instance
|
Date
passed by resolution of Board of Directors
|
11/17/2008
|
01/23/2009
|
Purpose
of buyback
|
To
protect the Company’s credit and shareholder interests
|
To
protect the Company’s credit and shareholder interests
|
Actual
dates of buyback
|
11/18/2008
to 01/17/2009
|
02/02/2009 to
03/03/2009
|
Actual
share type and amount of buyback
|
144,037,000
common shares
|
73,937,000
common shares
|
Actual
percentage of shares bought back to total issued shares
|
2.53%
|
1.33%
|
Actual
monetary amount of shares bought back
|
NT$1,518,915,314
|
NT$895,346,137
|
Average
share price of shares bought back
|
NT$10.55
|
NT$12.11
|
Amount
of shares eliminated
|
144,037,000
shares
|
0
shares
|
Amount
of cumulatively held Company shares
|
0
shares
|
73,937,000
shares
|
Percentage
of amount of cumulatively held Company shares to total issued
shares
|
0.00%
|
1.33%
|
Reason
for not being completely implemented
|
In
order to protect the interests of all shareholders, the Company adopted
the batch buyback strategy according to the share price change, so the
buyback could not be completed according to the planned
amount.
|
In
order to protect the interests of all shareholders, the Company adopted
the batch buyback strategy according to the share price change, and since
the Company’s share price clearly recovered since 03/04/2009, and for more
efficient of capital using, the buyback could not be completed according
to the planned
amount.
|
Proposal:
|
Please
ratify the Company's report on 2008 final financial
statements.
|
Explanation:
|
1. The
Company's 2008 financial statements have been audited and attested by
Deloitte & Touche and reviewed by the Supervisors.
2. Please
ratify the financial statements (see Attachment III to this Agenda Manual
for details) and the 2008 Business Report (see Attachment I to this Agenda
Manual for details).
|
Resolution:
|
Proposal:
|
Please
ratify the Company’s 2008 proposal for earnings distribution.
|
Explanation:
|
The
Board of Directors has drafted the Company’s 2008 proposal for surplus
distribution as shown in the table below in accordance with The Company
Act and the Company’s Articles of Incorporation for your
ratification.
Advanced
Semiconductor Engineering, Inc.
2008
Surplus Distribution Proposal
Unit:
NT$
|
Items
|
Amount
|
Prior
year retained earnings
|
146,323,647
|
Add:
Current year gross profit
|
6,160,051,306
|
Subtract:
Provision for 10% statutory surplus reserve
|
616,005,131
|
Current
year earnings to be distributed
|
5,690,369,822
|
Items
for distribution:
|
|
Shareholder
dividents (note)
|
2,736,568,447
|
Current
year retained earnings
|
2,953,801,375
|
Notes:
NT$88,800,000
to be distributed for Director and Supervisor remuneration
NT$554,404,000
to be distributed for employee bonuses, all in cash
|
Note: |
The
shareholders’ bonus distributed this time totaled NT$2,736,568,447 and all
distributed in cash at NT$0.5 per share. With respect to the
above-mentioned cash dividend rate, the calculation was based on the
5,473,136,894 shares registered in the roster of shareholders as of March
26, 2009, subtracting the treasury stock bought back by the Company.
Later, if the Company’s ECB holders exercise the right of conversion, or
new shares issued to employees against Employee Stock Option warrant, or
new shares issued by the Company for a cash capital increase, or buyback
of the Company’s stocks, or transfer or cancellation of the Company’s
treasury stocks, which affect 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 plenipotentiarily and make the adjustment
accordingly.
|
|
Resolution: |
|
Item
1 (Proposed by the Board of
Directors)
|
Proposal:
|
To
meet the requirements for larger production capacity in future the Company
needs to enrich its operation capital in order to repay bank loans or the
needs for other long-term development use, thereby enabling the
fund-raising channels more diversified and flexible. As such, the
shareholders’ meeting is requested to authorize the board of directors to
opt at the optimal time, depending on the market situation and the status
of capital needs of the Company and in accordance with existing laws and
regulations, for capital increase in cash by issuing common shares or
joining the issuance of GDR (Global depository receipts) or domestic
capital increase in cash or issuance of domestic or ECB to raise fund. The
case is being presented for discussions.
|
Explanation:
|
1. The
principles to authorize the board of directors to issue new common shares
and GDR for capital increase in cash shall be as follows:
1.1
Issuance of common shares in the form GDR for capital increase in cash
shall be limited to 500,000,000 shares only. The shareholders’ meeting
shall authorize the board of directors and the chairman of the board to
make the adjustment by the market condition and issue the authorized GDR’s
all at once.
1.2
In conducting issuance of new shares in the form of GDR for capital
increase in cash, the issuance price shall be by the rules set forth in
the Selfdiscipline Rules Concerning Subscription and Issuance of
Securities by the Issuing Company Member Underwriters Have Assisted in the
Process, i.e., the issuance price shall not be lower than the closing
price of the Company’s common stock at the domestic open market. Take the
simple arithmetic mean of the closing price of the common share on the
first, third and fifth day prior to the price-setting day, minus 90% of
the average stock price after gratuitous ex-rights and ex-interest, then
comes the price for the new issue. However, the price-setting method may
be duly adjusted if related domestic laws and regulations are updated.
Since the stock price at home has often experience drastic volatility in
the short run, the chairman of the board is authorized to set the actual
issuance price within the above-mentioned price range, after having
consulted with underwriter taking into consideration the international
general practice, international capital market, domestic market price, the
overall subscription status so as to make the offering price attractive to
overseas investors. Consequently, the price-setting method should be
reasonable. Additionally, the deciding method for the issuance price of
GDR is based on the fair trading price of common shares at the domestic
open market whereas the original stockholder may purchase the common
shares at domestic stock exchange at the price close to the issuance price
of the GDR, without bearing the exchange rate risk and liquidity risk.
Moreover, the
|
tranche
of issuance of new shares and GRD for capital increase in cash do not
affect much of the shareholders’ equity as the highest dilution ratio in
relation to the original shareholders’ equity stands only at
9.14%.
1.3
10% of common shares issued for capital increase in cash shall,
according
to
Article 267 of The Company Act, be reserved for subscription by company
employees and the remaining 90% will be fully appropriated for open
issuance as the securities for GDR as the original shareholders have
waived their rights for subscription in accordance with Article 28-1 of
the Securities Trading Act. For the part that employees have not
subscribed, the chairman of the board is authorized to contact specific
party for purchase or, depending on the market requirements, list as the
original securities for participation in the issuance of GDR.
1.4
The proceeds for capital increase in cash from subscription to the GDR
shall be used for overseas procurement of materials, enrichment of
operation capital, repayment of bank loans, purchase of machinery and
equipment, and/or spin-off in one or multiple use and is expected to
complete the implementation within 2 years after the fund is fully raised.
Implementation of the said plan is expected to intensify the Company’s
competitiveness, enhance the benefit of the operation efficiency,
producing positive benefit to
shareholders.
1.5
The board of directors is authorized to set the major contents of the
capital increase in cash plan, which includes issuance price, number of
shares issued, issuance conditions, source of capital, plan items, amount
of fund raised, estimated progress and estimated probable effect generated
as well as the issuance plan of participation in the issuance of
GDR.
1.6
Once the plan for capital increase in cash is approve d by the competent
regulatory authority, the board of directors will be authorized to proceed
with matters related to issuance of new shares.
1.7
If the agreement on issuance time, issuance condition, issuance volume,
issuance amount of capital increase in cash and participation in issuance
of GDR as well as other matters related to capital increase in cash and
participation in issuance of GDR needs update in future due to the
decision by the competent regulatory authority and on the basis of
operation evaluation, or the needs of objective environment, the board of
directors shall be authorized to handle at its full
discretion.
1.8
In conjunction with the issuance method of common shares for capital
increase in cash and participation in GDR issuance, the chairman of the
board or his designated representative is authorized to represent the
Company in signing all documents related to the participation in the
issuance of GDR as well as handling all needed matters related to the
participation in the issuance
|
of
GDR.
1.9
For matters that are not covered herein, the board of directors may, in
accordance with law, proceed at its discretion.
2.
The principles to authorize the
board of directors to conduct capital increase in cash at home shall be as
follows:
2.1
Number of new shares issued for capital increase in cash shall not be in
excess of 500,000,000 shares.
2.2
The par value of the new shares for capital increase in cash shall be
NT$10 each. Actual issuance price shall be by related rules set forth in
the Selfdiscipline Rules Concerning Subscription and Issuance of
Securities by the Issuing Company Member Underwriters Have Assisted in the
Process and the market condition at the time of issuance. The chairman of
she board and the underwriter may reach an agreement on the issuance in
consideration of all the conditions mentioned above, which shall be
subject to the approval by the competent regulatory authority before the
issuance.
2.3
The issuance method of new shares for the capital increase in cash shall
be by price enquiry and selected purchase. With the exception of 10%-15%
reserved for employees as required by Article 267 of The Company Act, the
rest will be offered for public issuance as all original shareholders have
waived their rights to subscribe according to Article 28-1 of the
Securities Trading Act. In addition, if the Company’s employees have not
subscribed sufficiently and adequately or waived the right to subscribe,
the chairman may contact specific party for purchase.
2.4
The proceeds for capital increase in cash from subscription to the GDR
shall be used for overseas procurement of materials, enrichment of
operation capital, repayment of bank loans, purchase of machinery and
equipment, and/or spin-off in one or multiple use and is expected to
complete the implementation within 2 years after the fund is fully raised.
Implementation of the said plan is expected to intensify the Company’s
competitiveness, enhance the benefit of the operation efficiency,
producing positive benefit to shareholders.
2.5
The board of directors is authorized to set the major contents of the
capital increase in cash plan, which includes issuance price, number of
shares issued, issuance conditions, plan items, amount of fund raised,
estimated progress and estimated probable effect generated as well as the
issuance plan of participation in the issuance of GDR.
2.6
Once the plan for capital increase in cash is approve d by the competent
regulatory authority, the board of directors will be authorized to set the
base date for capital increase.
|
|
2.7
With respect to the manner of issuance as mentioned in Section 2.3 above,
the board of directors is authorized to make the amendment at its full
discretion if amendment becomes necessary due to update of laws or
regulations or the objective environment dictates the
amendment.
2.8
For matters that are not covered herein, the board of directors may, in
accordance with law, proceed at its discretion.
3.
The
principles to authorize the board of directors to conduct capital increase
in cash by issuance of convertible corporate bond at home and ECB
overseas:
3.1
Estimated number of shares for conversion: Not to exceed the number of
shares registered in the application for update of the Company’s
profit-seeing registration card.
3.2
Time of issuance: It depends on the capital needs by the Company and the
market condition.
3.3
Interest rate: In principle, it shall be by the market interest rate then
prevailing in the marketplace and reasonable, if possible.
3.4
Issuance duration: It depends on the capital needs by the
Company
3.5
Issuance condition: Subject to negotiation with the lead underwriter and
existing laws and regulations.
3.6
The proceeds from subscriptions to the domestic convertible corporate bond
and ECB overseas shall be used for overseas procurement of materials,
enrichment of operation capital, repayment of bank loans, purchase of
machinery and equipment, and/or spin-off in one or multiple use and is
expected to complete the implementation within 2 years after the fund is
fully raised. Implementation of the said plan is expected to intensify the
Company’s competitiveness, enhance the benefit of the operation
efficiency, producing positive benefit to shareholders.
3.7
The board of directors is authorized to set the issuance measures, amount
of fund raised, plan items, estimated progress as well as estimated
probable effect generated.
3.8
In conjunction with the issuance of the convertible corporate bond the
chairman of the board or his designated representative is authorized to
represent the Company in signing all documents related to the issuance of
the convertible corporate bond as well as handling all needed matters
related to the issuance of the convertible corporate bond.
3.9
For matters that are not covered herein, the board of directors may, in
accordance with law, proceed at its discretion.
|
Resolution:
|
Proposal:
|
Please
discuss the revised version of the Company’s Procedure for Acquisition or
Disposal of Assets.
|
Explanation:
|
1.
To increase the flexibility of the Company’s restructuring of the
group’s organizational structure, the Company’s board of directors had
passed a result on April 8, 2009 to revise Article 4 of the Company’s
Procedure for Acquisition or Disposal of Assets.
2.
For details of the table of comparison of the revised provisions of
the Procedure for Acquisition or Disposal of Assets, please refer to
Attachment IV to this Agenda Manual. Your consent is
solicited.
|
Resolution:
|
|
Item
3 (Proposed by the Board of
Directors)
|
Proposal:
|
Please
discuss the revised version of the Company’s Handling Procedure for Loans
to Third Parties.
|
Explanation:
|
1.
In
order to meet the requirements set forth by the revised Regulations
Governing Loaning of Funds and Making of Endorsements/Guarantees by Public
Companies announced by the Financial Supervisory Commission, Executive
Yuan on January 15, 2009, it is planned to revise a portion of the
articles of the Company’s Handling Procedure for Loans to Third Parties by
resolution of the Board of Directors on April 8, 2009.
2.
For
details of the table of comparison of the revised provisions of the
Handling Procedure for Loans to Third Parties, please refer to Attachment
V to this Agenda Manual. Your consent is
solicited.
|
Resolution:
|
|
Item
4 (Proposed by the Board of
Directors)
|
Proposal:
|
Please
discuss the revised version of the Company’s Handling Procedure for
Endorsements and Guarantees.
|
Explanation:
|
1.
In
order to meet the requirements set forth by the revised Regulations
Governing Loaning of Funds and Making of Endorsements/Guarantees by Public
Companies announced by the Financial Supervisory Commission, Executive
Yuan on January 15, 2009, it is planned to revise a portion of the
articles of the Company’s Handling Procedure for Endorsements and
Guarantees by resolution of the Board of Directors on April 8,
2009.
2.
For
details of the table of comparison of the revised provisions of the
Handling Procedure for Endorsements and Guarantees, please refer to
Attachment VI to this Agenda Manual. Your consent is
solicited.
|
Resolution:
|
|
Item
5 (Proposed by the Board of
Directors)
|
Proposal:
|
Please
discuss the revised version of the Company’s Articles
of Incorporation.
|
Explanation:
|
1.
To
meet the operation needs of the Company, part of the provisions of the
Company’s Articles of Incorporation are suggested for
revision.
2.
Please
refer to Attachment VII to this Agenda Manual for the table of comparison
of the revised Articles of Incorporation. Your consent is
solicited.
|
Resolution:
|
|
Item
1
(Proposed by the Board of
Directors)
|
Proposal: |
Re-election
of the Company’s directors and supervisors whose terms have
expired
|
Explanation: |
1.
In the current term, there are seven directors and five supervisors
whose terms expire on June 21, 2009, who should be relected according to
law.
2.
According to Article 16 of the Company’s Articles of Incorporation, the
Company shall have seven to nine directors, of which two are independent
directors and five to seven are non-independent directors, and there are
also to be five to seven supervisors, with three-year terms. In
this proposal, as resolved by the Company’s Board of Directors Meeting on
April 8, 2009, nine directors, of which two are independent directors and
seven are non-independent directors, as well as five supervisors, are to
be elected at this Shareholders’ Meeting. The terms of the new directors
and supervisors will be for three years, from June 26, 2009, to June 25,
2012.
3.
See below for the list of independent supervisor candidates and
their information.
|
Independent
director candidate
|
Education
|
Experience
|
Share
holdings
|
You
Sheng-Fu
|
Accounting,
Department of Business, National Taiwan Univesity
Master
degree, School of Accounting, National ChengChi University
|
CPA,
Deloitte & Touche Accounting Firm (retired)
Part-time
instructor, National Taipei College of Business
CPA,
Sheng-Fu Accounting Firm
|
0
shares
|
Ta-lin
Hsu
|
Bachelor
degree, Physics, National Taiwan Univerity
Master
degree, Electronic Physics, New York
Brooklyn-college
Doctoral
degree, Electrical Engineering, University of California,
Berkeley
|
General
partner, Hambrecht & Quist
Chairman
and founder, H&Q Asia Pacific
|
0
shares
|
|
Item
1 (Proposed by
the Board of Directors)
|
Proposal:
|
Agreement
to release the Company’s newly elected Directors from the non-competition
restriction
|
Explanation:
|
1、 According
to the stipulations of Article 209 of the Company Act, when a director
take actions as part of the operations of their own company or the company
of a third party, the director should explain the important details of
these actions to the Shareholders’ Meeting and receive their
permission.
2、 It is
planned to request the agreement of the Shareholders’ Meeting to release
the new directors and their representatives from the non-competition
restriction if the new directors elected in this re-election have
investments in or operate another company with the same or similar
business as this Company while also serving as this Company’s
director.
|
Resolution:
|
Item
|
Project
Sales
|
Package
|
Approx.
4.2 billion chips
|
Test
|
Approx.
600 million
chips
|
December
31
|
December
31
|
||||||||||||||||||||||||||||||||
ASSETS
|
Amount
|
%
|
Amount
|
%
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
Amount
|
%
|
Amount
|
%
|
||||||||||||||||||||||||
Cash
|
$ | 3,133,212 | 3 | $ | 4,229,840 | 4 |
Financial
liabilities at fair value through profit or loss
|
$ | 82,238 | - | $ | 34,449 | - | ||||||||||||||||||||
Available-for-sale
financial assets - current
|
- | - | 4,520,062 | 5 |
Accounts
payable
|
2,766,104 | 2 | 5,592,097 | 6 | ||||||||||||||||||||||||
Held-to-maturity
financial assets - current
|
- | - | 50,000 | - |
Accounts
payable to related parties
|
798,621 | 1 | 800,491 | 1 | ||||||||||||||||||||||||
Bond
Investments with no active market - current
|
450,000 | - | - | - |
Income
tax payable
|
642,744 | 1 | 720,890 | 1 | ||||||||||||||||||||||||
Accounts
receivable, net
|
4,842,944 | 4 | 9,759,968 | 10 |
Accrued
expenses
|
2,401,079 | 2 | 1,790,503 | 2 | ||||||||||||||||||||||||
Income
tax refund receivable
|
99,330 | - | 99,330 | - |
Other
payables to related parties
|
861,740 | 1 | 720,941 | 1 | ||||||||||||||||||||||||
Other
receivables
|
287,072 | - | 434,702 | - |
Payable
for properties
|
554,618 | - | 1,192,857 | 1 | ||||||||||||||||||||||||
Other
receivables from related parties
|
173,510 | - | 603,980 | 1 |
Other
payables
|
253,712 | - | 472,961 | - | ||||||||||||||||||||||||
Inventories
|
1,638,486 | 1 | 2,476,094 | 2 |
Current
portion of bonds payable
|
- | - | 1,375,000 | 1 | ||||||||||||||||||||||||
Deferred
income tax assets - current
|
700,690 | 1 | 1,373,818 | 1 |
Current
portion of long-term bank loans
|
- | - | 380,000 | - | ||||||||||||||||||||||||
Other
current assets
|
100,875 | - | 102,804 | - |
Current
portion of capital lease obligations
|
18,320 | - | 36,579 | - | ||||||||||||||||||||||||
Other
current liabilities
|
170,991 | - | 222,820 | - | |||||||||||||||||||||||||||||
Total
current assets
|
11,426,119 | 9 | 23,650,598 | 23 | |||||||||||||||||||||||||||||
Total
current liabilities
|
8,550,167 | 7 | 13,339,588 | 13 | |||||||||||||||||||||||||||||
LONG-TERM
INVESTMENTS
|
|||||||||||||||||||||||||||||||||
Financial
assets carried at cost - noncurrent
|
362,554 | - | 338,002 | 1 |
LONG-TERM
LIABILITIES
|
||||||||||||||||||||||||||||
Equity
method investments
|
77,144,106 | 62 | 41,064,011 | 40 |
Long-term
bonds payable
|
1,375,000 | 1 | 5,889,735 | 5 | ||||||||||||||||||||||||
Long-term
bank loans
|
42,929,640 | 35 | 6,919,975 | 7 | |||||||||||||||||||||||||||||
Total
long-term investments
|
77,506,660 | 62 | 41,402,013 | 41 |
Hedging
derivative liabilities - noncurrent
|
391,695 | - | - | - | ||||||||||||||||||||||||
Capital
lease obligations
|
10,890 | - | 18,138 | - | |||||||||||||||||||||||||||||
PROPERTY,
PLANT AND EQUIPMENT
|
|||||||||||||||||||||||||||||||||
Cost
|
Total
long-term liabilities
|
44,707,225 | 36 | 12,827,848 | 12 | ||||||||||||||||||||||||||||
Land
|
1,558,201 | 1 | 1,558,201 | 2 | |||||||||||||||||||||||||||||
Buildings
and improvements
|
17,502,360 | 14 | 16,259,330 | 16 |
OTHER
LIABILITIES
|
||||||||||||||||||||||||||||
Machinery
and equipment
|
51,866,609 | 42 | 49,260,974 | 48 |
Accrued
pension cost
|
1,001,302 | 1 | 704,360 | 1 | ||||||||||||||||||||||||
Transportation
equipment
|
74,665 | - | 70,995 | - |
Guarantee
deposits received
|
558 | - | 225 | - | ||||||||||||||||||||||||
Furniture
and fixtures
|
937,561 | 1 | 985,565 | 1 | |||||||||||||||||||||||||||||
Leased
assets
|
67,830 | - | 204,651 | - |
Total
other liabilities
|
1,001,860 | 1 | 704,585 | 1 | ||||||||||||||||||||||||
Total
cost
|
72,007,226 | 58 | 68,339,716 | 67 | |||||||||||||||||||||||||||||
Accumulated
depreciation
|
43,894,884 | 35 | 39,523,826 | 39 |
Total
liabilities
|
54,259,252 | 44 | 26,872,021 | 26 | ||||||||||||||||||||||||
28,112,342 | 23 | 28,815,890 | 28 | ||||||||||||||||||||||||||||||
Construction
in progress
|
514,507 | - | 416,092 | - |
CAPITAL
STOCK - NT$10 PAR VALUE
|
||||||||||||||||||||||||||||
Machinery
in transit and prepayments
|
669,875 | 1 | 1,549,621 | 2 |
Authorized
- 8,000,000 thousand shares
|
||||||||||||||||||||||||||||
Total
property, plant and equipment
|
29,296,724 | 24 | 30,781,603 | 30 |
Issued
- 5,690,428 thousand shares in 2008 and 5,447,559 thousand shares in 2007
|
56,904,278 | 46 | 54,475,589 | 53 | ||||||||||||||||||||||||
INTANGIBLE
ASSETS
|
CAPITAL
RECEIVED IN ADVANCE
|
3,387 | - | 491,883 | 1 | ||||||||||||||||||||||||||||
Patents
|
81,722 | - | 5,949 | - | |||||||||||||||||||||||||||||
Goodwill
|
957,167 | 1 | 957,167 | 1 |
CAPITAL
SURPLUS
|
||||||||||||||||||||||||||||
Deferred
pension cost
|
56,762 | - | 34,151 | - |
Capital
in excess of par value
|
1,329,634 | 1 | 1,842,027 | 2 | ||||||||||||||||||||||||
Treasury
stock
|
823,813 | 1 | 288,713 | - | |||||||||||||||||||||||||||||
Total
intangible assets
|
1,095,651 | 1 | 997,267 | 1 |
Long-term
investment
|
3,536,854 | 3 | 3,535,840 | 3 | ||||||||||||||||||||||||
Other
|
682,986 | - | 728,254 | 1 | |||||||||||||||||||||||||||||
OTHER
ASSETS
|
|||||||||||||||||||||||||||||||||
Assets
leased to others
|
2,766,268 | 2 | 3,274,956 | 3 |
Total
capital surplus
|
6,373,287 | 5 | 6,394,834 | 6 | ||||||||||||||||||||||||
Guarantee
deposits- noncurrent
|
11,060 | - | 16,329 | - | |||||||||||||||||||||||||||||
Deferred
charges
|
764,178 | 1 | 835,541 | 1 |
RETAINED
EARNINGS
|
9,221,404 | 7 | 13,898,213 | 14 | ||||||||||||||||||||||||
Deferred
income tax assets - noncurrent
|
975,695 | 1 | 997,106 | 1 | |||||||||||||||||||||||||||||
Restricted
assets
|
84,147 | - | 85,225 | - |
OTHER
EQUITY ADJUSTMENTS
|
||||||||||||||||||||||||||||
Others
|
4,744 | - | 4,744 | - |
Unrealized
gain (loss) on financial instruments
|
(439,438 | ) | - | 402,518 | 1 | |||||||||||||||||||||||
Cumulative
translation adjustments
|
4,873,957 | 4 | 2,179,808 | 2 | |||||||||||||||||||||||||||||
Total
other assets
|
4,606,092 | 4 | 5,213,901 | 5 |
Unrecognized
pension cost
|
(230,401 | ) | - | (6,516 | ) | - | ||||||||||||||||||||||
Treasury
stock - 431,232 thousand shares in 2008 and 210,715 thousand shares in
2007
|
(7,034,480 | ) | (6 | ) | (2,662,968 | ) | (3 | ) | |||||||||||||||||||||||||
Total
other equity adjustments
|
(2,830,362 | ) | (2 | ) | (87,158 | ) | - | ||||||||||||||||||||||||||
Total
shareholders' equity
|
69,671,994 | 56 | 75,173,361 | 74 | |||||||||||||||||||||||||||||
TOTAL
|
$ | 123,931,246 | 100 | $ | 102,045,382 | 100 |
TOTAL
|
$ | 123,931,246 | 100 | $ | 102,045,382 | 100 |
Year
Ended December 31
|
||||||||||||||||
2008
|
2007
|
|||||||||||||||
Amount
|
%
|
Amount
|
%
|
|||||||||||||
REVENUES
|
$ | 49,073,365 | 101 | $ | 56,217,937 | 101 | ||||||||||
LESS: SALES
DISCOUNTS AND ALLOWANCES
|
622,348 | 1 | 674,665 | 1 | ||||||||||||
NET
REVENUES
|
48,451,017 | 100 | 55,543,272 | 100 | ||||||||||||
COST
OF REVENUES
|
37,445,889 | 77 | 40,262,656 | 73 | ||||||||||||
GROSS
PROFIT
|
11,005,128 | 23 | 15,280,616 | 27 | ||||||||||||
OPERATING
EXPENSES
|
||||||||||||||||
Research
and development
|
1,796,768 | 4 | 1,584,771 | 3 | ||||||||||||
Selling
|
716,055 | 2 | 688,386 | 1 | ||||||||||||
General
and administrative
|
2,538,292 | 5 | 2,327,163 | 4 | ||||||||||||
Total
operating expenses
|
5,051,115 | 11 | 4,600,320 | 8 | ||||||||||||
INCOME
FROM OPERATIONS
|
5,954,013 | 12 | 10,680,296 | 19 | ||||||||||||
NON-OPERATING
INCOME
|
||||||||||||||||
Interest
income
|
40,033 | - | 88,521 | - | ||||||||||||
Gain
on valuation of financial assets, net
|
753,390 | 1 | 80,671 | - | ||||||||||||
Gain
on valuation of financial liabilities, net
|
- | - | 106,853 | - | ||||||||||||
Equity
in earnings of equity method investees
|
2,409,736 | 5 | 3,221,330 | 6 | ||||||||||||
Other
|
856,196 | 2 | 893,670 | 2 | ||||||||||||
Total
non-operating income
|
4,059,355 | 8 | 4,391,045 | 8 | ||||||||||||
NON-OPERATING
EXPENSES
|
||||||||||||||||
Interest
expense
|
852,027 | 2 | 454,755 | 1 | ||||||||||||
Loss
on valuation of financial liabilities, net
|
513,556 | 1 | - | - | ||||||||||||
Foreign
exchange loss, net
|
159,625 | - | 22,204 | - | ||||||||||||
Loss
on inventory valuation and obsolescence
|
466,365 | 1 | 267,663 | - | ||||||||||||
Others
|
680,292 | 1 | 596,919 | 1 | ||||||||||||
Total
non-operating expenses
|
2,671,865 | 5 | 1,341,541 | 2 | ||||||||||||
INCOME
BEFORE INCOME TAX
|
7,341,503 | 15 | 13,729,800 | 25 | ||||||||||||
INCOME
TAX EXPENSE
|
1,181,451 | 2 | 1,564,551 | 3 | ||||||||||||
NET
INCOME
|
$ | 6,160,052 | 13 | $ | 12,165,249 | 22 |
Year
Ended December 31
|
||||||||||||||||
2008
|
2007
|
|||||||||||||||
Before
Income Tax
|
After
Income Tax
|
Before
Income Tax
|
After
Income Tax
|
|||||||||||||
Basic
EPS
|
$ | 1.36 | $ | 1.14 | $ | 2.55 | $ | 2.26 | ||||||||
Diluted
EPS
|
$ | 1.33 | $ | 1.12 | $ | 2.46 | $ | 2.18 |
Year
Ended December 31
|
||||||||
2008
|
2007
|
|||||||
Net
income for purpose calculation of the basic EPS
|
$ | 6,695,152 | $ | 12,437,194 | ||||
Net
income for purpose calculation of the diluted EPS
|
$ | 6,634,560 | $ | 12,552,169 | ||||
EARNING
PER SHARE
|
||||||||
Basic
EPS
|
$ | 1.18 | $ | 2.22 | ||||
Diluted
EPS
|
$ | 1.16 | $ | 2.15 |
Other
Equity Adjustments
|
||||||||||||||||||||||||||||||||||||||||||||
Unrealized
|
||||||||||||||||||||||||||||||||||||||||||||
Capital
Stock
|
Retained
Earnings
|
Gain
(Loss) on
|
Cumulative
|
Total
|
||||||||||||||||||||||||||||||||||||||||
Common
Stock
|
Capital
Received in Advance |
Capital
Surplus
|
Legal
Reserve
|
Unappropriated Earnings |
Total
|
Financial Instruments |
Translation Adjustments |
Unrecognized Pension
Cost |
Treasury
Stock |
Shareholders' Equity |
||||||||||||||||||||||||||||||||||
BALANCE,
JANUARY 1, 2007
|
$ | 45,925,086 | $ | 384,428 | $ | 3,805,768 | $ | - | $ | 16,985,043 | $ | 16,985,043 | $ | 416,400 | $ | 1,330,651 | $ | (19,041 | ) | $ | (2,808,436 | ) | $ | 66,019,899 | ||||||||||||||||||||
Appropriations
of 2006 earnings
|
||||||||||||||||||||||||||||||||||||||||||||
Legal
reserve
|
- | - | - | 1,698,504 | (1,698,504 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
Remuneration
to directors and supervisors
|
- | - |