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.
( 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)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F           Form 40-F ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
____

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.

Yes ___       No    X  

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.



 
ADVANCED SEMICONDUCTOR
ENGINEERING, INC.
 
     
Date: May 28, 2009                                  By:   
 /s/ Joseph Tung
 
                                                                     Name:   
Joseph Tung
 
                                                                       Title:   
Chief Financial Officer
 
 
 

 
 
 
 
Stock Code2311
NYSEASX
 
 
 
ASE
 
ADVANCED
SEMICONDUCTOR
ENGINEERING, INC.

 
 
 
 
Notice and Agenda
 
Of
 
2009 Annual Shareholders’ Meeting
 

 

 

 
June 25, 2009
 






 


 
 
 Summary Translation


 


 





Meeting Notice
 
 

 

 
 
 

 
Coupon 1
Notice for Meeting

To: Shareholder ___________

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.
 
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       Matters for ratification:
 
 
1.2.1
Ratification of 2008 final financial statement.
 
1.2.2
Ratification of proposal for 2008 earnings distribution proposal.
 
1.3       Matters for discussions:
 
 
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.
 
1.4       Matters for Election: Re-election of Directors and Supervisors.
 
 
1.5
Other Proposals: Agreement to release the Company’s newly elected Directors from the non-competition restriction.
 
1.6       Extempore Motions.
 
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
 
 
- 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.
 
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.

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

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

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:
 

Serial No. of Attendance:                                                                                          Approved by:


 
- 4 -

 

Coupon 4

Please Note:

※  
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).

02           Advanced Semiconductor Engineering, Inc. Cash Dividend Remittance (Change) Application
 
※  
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.

 
- 5 -

 

Coupon 5

Instructions for use of the Proxy

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.


 
- 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

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
 
Serial No.:                      Checked and Verified by:                                



Format I

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).

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.
 
 
1.1
Ratification of 2008 final financial statement.
o 1. Ratify  o 2. Oppose  o 3. Abstain from voting
 
 
1.2
Ratification of 2008 earnings distribution proposal.
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
Discussions of revision of Handling Procedure for Endorsements and Guarantees
o 1. Ratify  o 2. Oppose  o 3. Abstain from voting
 
 
1.7
Discussions of revision of the Company’s Articles of Incorporation
o 1. Ratify  o 2. Oppose  o 3. Abstain from voting
 
 
1.8
Re-election of Directors and Supervisors
 
 
1.9
Agreement to release the Company’s newly elected Directors from the non-competition restriction
o 1. Ratify  o 2. Oppose  o 3. Abstain from voting
 
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).

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 Code2311
 

 

 

 
Agenda Of

 
 
2009 Annual Shareholders’ Meeting

 

 
 

 
June 25, 2009
 

 

 


 

 
Contents
 
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

 

 
 
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.  
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:
 
1According 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
Years Ended December 31, 2008 and 2007 and
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.



 


March 25, 2009

 



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
DECEMBER 31, 2008 AND 2007
(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
YEARS ENDED DECEMBER 31, 2008 AND 2007
(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.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
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
    -       -