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
May 28,
2009
| Commission File Number 001-16125 | |
|
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.
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Form
20-F X
Form 40-F ____
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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):
____
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.
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Yes
___ No X
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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: May 28,
2009
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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Stock
Code：2311
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NYSE：ASX
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|
ASE
|
ADVANCED
SEMICONDUCTOR
ENGINEERING,
INC.
|
Notice
and Agenda
Of
2009
Annual Shareholders’ Meeting
June
25, 2009
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Summary
Translation
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|
Meeting
Notice
|
Coupon
1
Notice
for Meeting
To:
Shareholder ___________
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1.
|
Please
note that we are scheduled to hold the 2009 Shareholders’ General
Meeting
|
on
Thursday, June 25, 2009 at 10:00 a.m. at Chuang-ching Hall, 600, Jia-chang Rd.,
NEPZ, Nantz Dist., Kaohsiung City. Major contents of the meeting shall
be:
1.1 Status
Report:
1.1.1
Business report of 2008
1.1.2
Report by supervisors on review of the 2008 financial
statements.
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|
1.1.3
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Report
on total sum of endorsement for guarantee and amount of loans to other
parties.
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1.1.4
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Report
on implementation of indirect investment on Mainland China by the
Company.
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1.1.5
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Report
on the Company’s buyback of its stock and the implementation
thereof.
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1.2 Matters
for ratification:
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1.2.1
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Ratification
of 2008 final financial statement.
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1.2.2
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Ratification
of proposal for 2008 earnings distribution
proposal.
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1.3 Matters
for discussions:
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1.3.1
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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.
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1.3.2
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Discussions
of revision of Handling Procedure for Acquisition or Disposal of
Assets.
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1.3.3
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Discussions
of revision of Handling Procedure for Loans to Third
Parties.
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1.3.4
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Discussions
of revision of Handling Procedure for Endorsements and
Guarantees.
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1.3.5
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Discussions
of revision of the Company’s Articles of
Incorporation.
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1.4 Matters
for Election: Re-election of Directors and Supervisors.
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1.5
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Other
Proposals: Agreement to release the Company’s newly elected Directors from
the non-competition restriction.
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1.6 Extempore
Motions.
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2.
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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.
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3.
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According
to Article 209 of the Company Act, when a director take actions as part of
the
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- 1
-
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. It is agreed to release the Company’s newly elected
Directors from the non-competition restriction according to law.
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4.
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According
to Article 165 of the Company Act, stock transfer shall be discontinued
from April 27, 2009 to June 25,
2009.
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5.
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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.
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6.
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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.
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7.
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Proxy
information verification institution: Department of Stock Affairs Agency,
President Securities Corp.
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8.
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This
is for your information and please act
accordingly.
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The Board
of Directors (with seal)
Advanced
Semiconductor Engineering, Inc.
(Summary
Translation)
B1, 8,
Tunghsing St., Sungshan District, Taipei City 105
President
Securities Corp., Department of Stock Affairs Agency
Stock
Affairs Agent for Advanced Semiconductor Engineering, Inc.
Exclusive
line for stock affairs agency: (02) 2746-3797 (Representative Line)
Website:
http://www.pscnet.com.tw
To:
Shareholder ___________
- 2
-
Coupon
2
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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.
|
Serial
No.:
Checked and Verified by:
- 3
-
Coupon
3
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This
Sign-in Card will become null and void without the registration seal by
the Company’s stock affairs agent.
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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
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Shareholder
No.:
Number
of Shares Held:
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Addressee:
Shareholder
Name:
Mailing
Address of Shareholder:
Name
of Agent:
Mailing
Address of Agent:
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Serial
No. of
Attendance: Approved
by:
- 4
-
Coupon
4
Please
Note:
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※
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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.
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※
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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.
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※
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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.
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※
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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.
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※
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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).
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02 Advanced
Semiconductor Engineering, Inc. Cash Dividend Remittance (Change)
Application
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※
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Please
fill out the bank information completely. If a remittance cannot be made,
a check will be mailed.
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※
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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.
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※
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If
you do not wish to receive the Company’s case dividend by bank remittance,
a check can be mailed to you.
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※
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Please
return this by mail to the Department of Stock Affairs Agency, President
Securities Corp. before June 25,
2009.
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- 5
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Coupon
5
Instructions
for use of the Proxy
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1.
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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.
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2.
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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.
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3.
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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.
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4.
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If
the solicitor is a trust business or service agency institution, please
fill out the uniform serial number in the Shareholder A/C
Column.
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5.
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All
other matters related to the agenda shall be conducted by the instructions
herein provided.
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6.
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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.
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7.
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See
Coupon 6 for the format of the
proxy.
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- 6
-
Coupon
6
If you
wish to consign an agent to attend the meeting on your behalf, please fill out
this coupon and send it back.
Stock
Code No.: 2311
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P R O X Y
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Principal
(Shareholder)
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Serial
No.
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02
ASE
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|||||
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Format
I
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Format
II
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Shareholder
A/C No.
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Number
of shares held
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Signature
or Seal
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||||
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Name
or Title
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||||||||
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Solicitor
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Signature
or Seal
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|||||||
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Account
No.
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||||||||
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Name
or Title
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||||||||
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Agent
Consigned
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Signature
or Seal
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|||||||
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Account
No.
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||||||||
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Name
or Title
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||||||||
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ID
No.
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||||||||
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Address
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||||||||
Serial
No.:
Checked and Verified
by:
Format
I
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1.
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____________
(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.
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|
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).
|
To:
Advanced Semiconductor Engineering, Inc.
Date of
authorization: __________
- 7
-
Format
II
|
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.
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1.1
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Ratification
of 2008 final financial statement.
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o 1.
Ratify o
2. Oppose o 3. Abstain from
voting
|
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1.2
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Ratification
of 2008 earnings distribution
proposal.
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o 1.
Ratify o
2. Oppose o 3. Abstain from
voting
|
|
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.
|
o 1.
Ratify o
2. Oppose o 3. Abstain from
voting
|
|
1.4
|
Discussions
of the revision case for the Handling Procedure for Acquisition or
Disposal of Assets.
|
o 1.
Ratify o
2. Oppose o 3. Abstain from
voting
|
|
1.5
|
Discussions
of revision of Handling Procedure for Loans to Third
Parties
|
o 1.
Ratify o
2. Oppose o 3. Abstain from
voting
|
|
1.6
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Discussions
of revision of Handling Procedure for Endorsements and
Guarantees
|
o 1.
Ratify o
2. Oppose o 3. Abstain from
voting
|
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1.7
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Discussions
of revision of the Company’s Articles of
Incorporation
|
o 1.
Ratify o
2. Oppose o 3. Abstain from
voting
|
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1.8
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Re-election
of Directors and Supervisors
|
|
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1.9
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Agreement
to release the Company’s newly elected Directors from the non-competition
restriction
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o 1.
Ratify o
2. Oppose o 3. Abstain from
voting
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1.10
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Extempore
Motions.
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2.
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If
this shareholder has not ticked any of the above motions, it shall mean
ratification or endorsement of each and every
motion.
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3.
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The
agent of this shareholder may have the right at his/her discretion to
handle any extempore motions in the
meeting.
|
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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).
|
To:
Advanced Semiconductor Engineering, Inc.
Date of
authorization: __________
- 8
-
|
Advertisement
Reply
|
|
Taiwan
Northern Post Office Administration Registration Permit
|
|
Pei-Shih-Tzu-#3577
|
(No
Postage Necessary)
Sender:
__________
_F, _,
Alley _____, Lane _____, __________Rd./Street, Sec. ___,
__________Village/Borough, ______ Urban Township/Rural Township/District,
________County/City
02 Atten:
Advanced Semiconductor Engineering, Inc. Stock Affairs Agent
President Securities Corp.
Department of Stock Affairs
Agency
B1, 8, Tunghsing St., Sungshan
District, Taipei City 105
-9-
|
Meeting
Agenda
|
Stock
Code：2311
Agenda
Of
2009
Annual Shareholders’ Meeting
June 25,
2009
Contents
|
Meeting
Procedure
|
1
|
|
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Meeting
Agenda
|
2
|
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Status
Reports
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3
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Matter
of
Ratification
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6
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Matter
of
Discussions
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8
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Matters
for
Election
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14
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Other
Proposals
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15
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Extempore
Motions
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15
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Attachments:
|
||
|
I
|
2008
Business
Report
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16
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II
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Supervisors'
Report final Financial
Statement
|
19
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III
|
CPA
Audit Report and 2008 Financial
Statement
|
20
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IV
|
Table
of Comparison of Revised Procedure for the Company’s Acquisition or
Disposal of Assets
|
39
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V
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Table
of Comparison of Revised Procedure for the the Company’s Handling
Procedure for Loans to Third Parties
|
40
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VI
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Table
of Comparison of Revised Procedure for the Company’s Handling Procedure
for Endorsements and Guarantees
|
46
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VII
|
Table
of Comparison of Revised Articles of the Company’s
Incorporation
|
51
|
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Appendixes:
|
||
|
I
|
Rules
of Procedure for Shareholders’
Meeting
|
52
|
|
II
|
Guidelines
for the Election of Directors and Supervisors
|
56
|
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III
|
Articles
of Incorporation (before
revision)
|
58
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IV
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Status
of Holdings by Directors and
Supervisors
|
64
|
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V
|
Information
Concerning Employee Bonus and Information Remuneration for Directors and
Supervisors
|
65
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VI
|
Impact
upon Business Performance and EPS Resultant from
Nonremunerative Share Allotment this time
|
66
|
Advanced
Semiconductor Engineering, Inc.
2009
Annual Shareholders’ Meeting
|
1.
|
Meeting
called to order (announcing respective holding of shareholders
present)
|
|
2.
|
Chairperson's
opening remarks
|
|
3.
|
Status
report
|
|
4.
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Matters
for ratification
|
|
5.
|
Matters
for discussions
|
|
6.
|
Matters
for Election
|
|
7.
|
Other
Proposals
|
|
8.
|
Extempore
Motions
|
|
9.
|
Meeting
ended
|
- 1
-
2009
Annual Shareholders' Meeting Agenda
1.
Time: Thursday, June 25, 2009 at 10 a.m.
2.
Place: Zhuang Jing Auditorium, 600 Jiachang Rd., Nantz Processing Export Zone,
Nantz District, Kaohsiung City
3.
Present : All shareholders and proxies
4.
Chairperson's Remarks
5.
Status Report
1. 2008 Business Report
2. Supervisor’s Report on 2008 final financial statements
3. Report on total amount for endorsement, guarantee and amount of loans to
third parties
4. Report on the Company’s indirect investment on Mainland China and the
implementation thereof
5. Report on the Company’s buyback of its stock and the implementation
thereof
6.
Matters for Discussions
|
Item 1:
|
Ratification
of the Company's 2008 final financial statements
|
|
Item 2:
|
Ratification
of the Company's 2008 earnings distribution
proposal
|
7.
Matters for Discussions
|
|
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
|
||
- 2
-
Status
Report
1.
The Company's 2008 Business Report (proposed by the Board of
Directors)
Explanation:
Please see Attachment I for the 2008 Business Report attached to this Agenda
Manual.
2. Supervisors'
Report on 2008 Actual Budget (proposed by the Board of Directors)
Explanation: Please see Attachment II for the Supervisors’ Report
attached to this Agenda Manual.
3.
Report of the Company's aggregate amount of endorsements and guarantees and
amounts of loans extended to others as of December 31, 2008 (proposed by the
Board of Directors)
|
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.
|
|
|
- 3
-
4.
Report on the Company’s indirect investment on Mainland China (proposed by the
Board
of Directors)
|
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
|
5. Report on the
Company’s buyback of its stock and the implementation thereof (proposed by the Board of
Directors)
|
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%
|
- 4
-
|
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$12.11
|
|
Amount
of shares eliminated
|
144,037,000
shares
|
0
shares
|
|
Amount
of cumulatively held Company shares
|
0
shares
|
73,937,000
shares
|
|
Percentage
of amount of cumulatively held Company shares to total issued
shares
|
0.00%
|
1.33%
|
|
Reason
for not being completely implemented
|
In
order to protect the interests of all shareholders, the Company adopted
the batch buyback strategy according to the share price change, so the
buyback could not be completed according to the planned
amount.
|
In
order to protect the interests of all shareholders, the Company adopted
the batch buyback strategy according to the share price change, and since
the Company’s share price clearly recovered since 03/04/2009, and for more
efficient of capital using, the buyback could not be completed according
to the planned
amount.
|
- 5
-
Matters
for Ratification
Item
1 (proposed by the Board of Directors)
|
Proposal:
|
Please
ratify the Company's report on 2008 final financial
statements.
|
|
Explanation:
|
1. The
Company's 2008 financial statements have been audited and attested by
Deloitte & Touche and reviewed by the Supervisors.
2. Please
ratify the financial statements (see Attachment III to this Agenda Manual
for details) and the 2008 Business Report (see Attachment I to this Agenda
Manual for details).
|
|
Resolution:
|
Item 2
(proposed by the Board of Directors)
|
Proposal:
|
Please
ratify the Company’s 2008 proposal for earnings distribution.
|
|
Explanation:
|
The
Board of Directors has drafted the Company’s 2008 proposal for surplus
distribution as shown in the table below in accordance with The Company
Act and the Company’s Articles of Incorporation for your
ratification.
Advanced
Semiconductor Engineering, Inc.
2008
Surplus Distribution Proposal
Unit:
NT$
|
|
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
|
|
President:
Jason C.S.
Chang Manager:
Richard
H.P. Chang Accountant
Manager: Joseph Tung
- 6
-
| 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: |
- 7
-
Matters
for Discussions
|
|
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
|
- 8
-
|
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
|
- 9
-
|
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.
|
- 10
-
|
|
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.
|
- 11
-
|
Resolution:
|
Item
2 (Proposed by the Board of Directors)
|
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:
|
- 12
-
|
|
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:
|
- 13
-
Matters
for Elections
|
|
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
|
Election
Results:
- 14
-
Other
Proposals
|
|
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:
|
Extempore
Motions
Meeting
Ended
- 15
-
■Attachment
I
Advanced
Semiconductor Engineering, Inc.
Business
Report
2008 was
a year of intense shocks that will be hard to forget. The major shocks in all
kinds of raw material prices starting in the second half of 2007 made businesses
face the extreme tests of inventory and cost controls. Furthermore, a series of
financial crises caused by the subprime mortgage crisis caused the global
economy to freeze up. Faced with the biggest recession since the end of the
World War II, the international financial system bordered on collapse. Problems
such as the rapid climb of the unemployment rate, the fast drop in consumer
confidence, liquidity risk, and stagflation were piled one on top of the other.
The output value of the global semiconductor industry fell from US$267 billion
in 2007 to US$256 billion in 2008. According to the statistics of the ITRI’s IEK
ITIS project, the 2008 packaging industry output value in Taiwan was NT$221.7
billion, which was a 2.8% drop from 2007 and the first time in the seven yers
since 2001 that there was a drop in full year growth in the packaging industry.
In 2008, the testing industry output in Taiwan was NT$96.5 billion, which was a
5.7% drop from 2007. Faced with a poor outlook across the entire
global economy, the Company used this time to adjust its organizational system
and continue to concentrate on its industry while paying close attention to the
development of the financial storm in order to properly face the myriad changes
in these times. The following is our report on the company’s operation for the
past year:
Report
on Operations in Fiscal 2008
1.
Implementation
results of business plan for 2008
The
Company’s combined revenues for 2008 were NT$94.4 billion, a drop of 6.7 billion
from 2007, a contraction of 6.7%. After the government opened up
direct investment to the mainland and the three direct links in the second half
of last year, the Company took full advantage of this opportunity, actively
investing in China and searching for strategic alliances with international
customers to lower costs and also in expectation of creating yield with high
growth. In the second half of the year, the global economy greatly contracted,
and as large international companies all announced production cuts and even
financial problems, the Company faced these crises by raising operational
efficiency, merging product lines, and adjusting human resources. Amid the
intense fluctuations of the packaging and testing industry in 2008, the industry
managed to show a profit in the fourth quarter, so there was not a loss in the
forth quarter in main business area and profit in 2009. This shows the Company’s
ability to counter the effects of the industry cycle.
2.
Budget
performance
No
financial forecast was disclosed in 2008.
3.
Analysis
of financial accounts and profitability
As of the
end of 2008, the Company had paid-in capital of NT$56,904,277 thousans, and
shareholders equity of NT$69,671,994 thousans, representing 56% of the Company’s
total assets of NT$123,931,246 thousands. Long-terms funds represented 389% of
fixed assets, and the current ratio was 134%. These financial ratios were
slightly down on the previous year; however, the Company’s overall financial
structure and solvency remained sound. Operating profit and net profit after tax
fell to NT$5,954,013 thousands and NT$6,160,051
- 16
-
thousands
respectively. Both overall operating results and profitability were slightly
down on the previous year, due to the impact of the global economic
downturn.
4.
R&D
overview
As
regards technology development and R&D, 3D SiP technology has become the
technology of choice for small, lightweight semiconductor packaging. The main
technologies in this area include TSV, PoP, embedded technology and IPD. The
global trend is towards the leveraging of these technologies to integrate
various types of active and passive component, sensors and activators. The new
technologies successfully developed by the Company in 2008 included 45nm copper
process technology / ultra-low-k dielectric wafer high-lead flip-chip packaging
and wire bonding technology, 65nm copper process / low-k wafer lead-free
flip-chip packaging and wafer-level packaging technology, TSV (Through Silicon
Via) technology, Si Interposer technology, IPD passive component integration and
packaging technology, new copper bonding technology, Bluetooth module
technology, Wi-Fi module technology, and fan-out Map PoP technology.
In the future, the Company will continue to focus on the development of both
production equipment and advanced packaging technologies (such as flip-chip,
BGA, CSP and 3D SiP, etc.), thereby maintaining the Company’s status as a world
leader in IC assembly and testing.
Business
Plan for 2009 in summary
1.
Operating
policy
1.1
Provide customer with services of “ultimate quality”
1.2
Create long-term and stable profits for the organization and
customers
1.3
Create prosperity with suppliers together
1.4
Develop employees to be elite in respective areas
1.5 Treat
employees “in a fair and reasonable manner”
1.6
Provide employees with a “harmonious, happy and open” work
environment
1.7
Maintain flexibility in operations
2.
Projects
sales volume and references
In light
of current industry dynamics, future market demand and ASE’s capacity,
the
projected
sales volume for 2009 is as follows:
|
Item
|
Project
Sales
|
|
Package
|
Approx.
4.2 billion chips
|
|
Test
|
Approx.
600 million
chips
|
3.
Important
production and sales policies
In recent
years, development trends in packaging technology have mainly developed in the
directions of electronic component high density, high I/O amount, low operating
power, surface component modulization, and mixed structurability. This makes
packaging technology go in the directions of high integration,
multi-pin/microtechnology, slimming, multichip module packaging, and low costs.
Because of the constantly growing demand by the industry for high-end packaging
capacity, ASE Group’s past investments
- 17
-
in
technology and capacity have prepared it for these growing trends. In the
future, we will continue to refine our processes and also strive to enhance
profitability.
Future
Development Strategy
According
to the estimates of ITRI’s IEK, the output value of the IC industry in Taiwan
and the global semiconductor industry will fall by 26.9% and 17.9% respectively
in 2009 compared to 2008. The stagnation in consumer confidence will cause
demand to drop dramatically, and it is expected that this will force companies
with poor organizational structures to declare bankruptcy or enter into mergers.
The asset-lite strategies of European and North American IDM companies will
accelerate the release of outsourcing orders later. By forming strategic
alliances with large international customers to increase demand and lower costs,
operating risks can be lowered after both parties become partners. The company
will maintain its financial robustness and also increase its cash on the books
in order to be able to take full advantage of opportunities in light of the
increasingly frequent mergers in the industry.
Influences
of external competitions, regulations and macroeconomics
After the
dramatic fluctuations of the price of oil in 2008, the energy problem will
receive ever-increasing attention from the market and will lead the next wave of
industry growth. Under the premise of maintaining the Company’s
operations and ensuring the interests of its shareholders, we will protect the
working rights and working opportunities of employees. In the future, when the
global outlook is pessimistic, the Company will still enhance its
competitiveness in expectation of being able to minimize the influence of the
external environment, constantly working for the shareholders and the
sustainable operation of the enterprise. When faced with challenges, we will
still boldly move forward in the hope that all shareholders can work together
with the Company to get through this hard time and build a better future
together.
President:
Jason C.S. Chang Manager:
Richard
H.P. Chang Accountant
Manager: Joseph Tung
- 18
-
■Attachment II
Supervisors'
Report
We have
examined the Company's 2008 financial statements, and the Company's business
report, earnings distribution proposals, etc. that have been prepared and
submitted by the Board of Directors and audited and attested by certified public
accountants, Kung Chun-Chi and Kuo Lee-Yuan of Deloitte
& Touche, and do not find any discrepancy. We hereby respectfully prepare
and present this Report in accordance with Article 219 of The Company Act for
your review.
Advanced
Semiconductor Engineering, Inc.
Supervisors: Feng
Mei-Jean
John
Ho
Liu
Hsiao-Ming
Chen
Tien-chi
Tseng
Yuan-Yi
April 28,
2009
- 19
-
■Attachment III
Advanced
Semiconductor Engineering,
Inc.
Financial
Statements for the
Independent
Auditors’ Report
- 20
-
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, 2008 and 2007, and the related
statements of income, changes in shareholders’ equity and cash flows for the
years then ended. 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, 2008
and 2007, and the results of its operations and its cash flows for the years
then ended, in conformity with the Guidelines Governing the Preparation of
Financial Reports by Securities Issuers, the requirements of the Business
Accounting Law and Guidelines Governing Business Accounting relevant to
financial accounting standards, and accounting principles generally accepted in
the Republic of China.
As
discussed in Note 3 to the accompanying financial statements, starting from
January 1, 2008, the Company adopted Interpretation 96-052, “Accounting for
Bonuses to Employees, Directors and Supervisors” issued by the Accounting
Research and Development Foundation in March 2007.
- 21
-
We have
also audited the consolidated financial statements of the Company and its
subsidiaries as of and for the years ended December 31, 2008 and 2007, and have
issued a modified unqualified opinion with an explanatory paragraph, and an
unqualified opinion, respectively.
Notice to
Readers
The
accompanying financial statements are intended only to present the financial
position, results of operations 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 accepted and
applied in the Republic of China.
For
the convenience of readers, the 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 auditors’ report
and financial statements shall prevail.
- 22
-
ADVANCED
SEMICONDUCTOR ENGINEERING, INC.
BALANCE
SHEETS
(In
Thousands of New Taiwan Dollars, Except Par Value)
|
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 | ||||||||||||||||||||
(With
Deloitte & Touche audit report dated March 25, 2009)
- 23
-
ADVANCED
SEMICONDUCTOR ENGINEERING, INC.
STATEMENTS
OF INCOME
(In
Thousands of New Taiwan Dollars, Except Per Share Data)
|
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 | ||||||||||
(Continued)
- 24
-
|
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 | ||||||||
PRO FORMA
INFORMATION
Had the
Company’s shares held by subsidiaries been accounted for as available-for-sale
financial assets rather than treasury stock (after tax):
|
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 | ||||
(With
Deloitte & Touche audit report dated March 25,
2009) (Concluded)
- 25
-
ADVANCED
SEMICONDUCTOR ENGINEERING, INC.
YEARS
ENDED DECEMBER 31, 2008 AND 2007
(In
Thousands of New Taiwan Dollars)
|
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
|
- | - | ||||||||||||||||||||||||||||||||||||||||||