FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Report of Foreign Private Issuer
 
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934


July 6, 2010
 
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    X             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: July 6, 2010                                 By:   
/s/ Joseph Tung
 
                                                                     Name:   
Joseph Tung
 
                                                                       Title:   
Chief Financial Officer
 
 
 

 
 
 
 
MINUTES
OF
2010 ANNUAL SHAREHOLDERS’ MEETING
OF
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
 
(Translation)
 
1.
Time: Monday, June 14, 2010 at 10 a.m.
   
2.
Place: Zhuang Jing Auditorium, 600 Jiachang Rd., Nantz Processing Export Zone, Nantz District, Kaohsiung City
   
3.
Present : Total shares represented by shareholders and proxy present 4,582,291,392 shares is 84.96% of total outstanding shares of ASE 5,393,436,318 shares (excluding the shareholders who had no voting right stipulated in Company Law) .
   
4.
Chairperson's Remarks(To be omitted)
   
5.
Status Reports
 
1.  2009 Business Report. (see Attachment I)
 
2.  Report by supervisors on review of the 2009 financial statements. (see Attachment II)
 
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 by the Company.
   
6.
Matters for Ratification

 
Item 1 (Proposed by the Board of Directors)
 
Proposal:
Please ratify the Company's report on 2009 final financial statements.
 
Explanation:
 
1.  The Company's 2009 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 2009 Business Report (see Attachment I to this Agenda Manual for details).
 
Resolution:
The above proposals be and hereby were approved as proposed.
 

 
 
 

 
 
 
Item 2 (Proposed by the Board of Directors)
 
 
Proposal:
Please ratify the Company’s 2009 proposal for surplus distribution.
 
Explanation:
The Board of Directors has drafted the Company’s 2009 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.
2009 Surplus Distribution Proposal
 
                                        Unit: NT$
Items
Amount
Prior year retained earnings
2,953,801,375
Add: Current year gross profit
6,744,545,355
Add: Adjustments to Long-term Investments at Equity
27,143
Subtract: Provision for 10% statutory  surplus
674,454,536
Current year earnings to be distributed
9,023,919,337
Items for distribution:
 
Dividends (note)
6,593,964,945
Current year retained earnings
2,429,954,392
   
Notes:
NT$120,000,000 to be distributed for Director and Supervisor remuneration
NT$607,009,000 to be distributed for employee bonuses, all in cash
 
President: Jason C.S. Chang           Manager: Richard H.P.  Chang         Accountant Manager: Joseph Tung
 
 
Note:1
The shareholders’ bonus distributed this time totaled NT$ 6,593,964,945, NT$ 1.2 per share, of which NT$ 1,978,189,485 was distributed in cash, cash dividend of  NT$0.36 per share and the remaining NT$ 4,615,775,460 was distributed in stocks, i.e., 84 shares of stock dividend as gratuitous suplus-turned capital increase for cash 1,000 shares held. Additionally, the Company plans to implement a capital increase out of capital reserves of NT$ 879,195,320 i.e., 16 shares of stock dividend as capital reserve-turn capital increase for each  1,000 shares held, and the total amount of dividends for this shareholder distribution is NT$ 1.36 per share, which includes a cash dividend of NT$ 0.36 per share and a stock dividend of NT$ 1 per
 
 
 
 

 
 
 
 
   
share. With respect to the above-mentioned cash dividend rate, the calculation was based on the 5,494,970,794 shares registered in the roster of shareholders as of March 17, 2010. 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.
     
 
Note:2
In order to meet the implementation to Income Tax Integration, earnings of the most recent year will be priority in distributed this time.
 
Resolution:
The above proposals be and hereby were approved as proposed.
 
 
7. Matters for Discussions

Item 1 (Proposed by the Board of Directors)
 
Proposal:
 
Please consider a share issue by converting earnings and capital reserve into equity stock.
 
Explanation:
 
1. In conjunction with the plant expansion plan, the Company contemplates to use the shareholders’ bonus of NT$4,615,775,460 due for distribution in 2009 for capital increase of 461,577,546 shares at NT$10 par value.
 
2. It is additionally planned to allocate NT$ 879,195,320 from capital reserves for capitalization. The interest payable arising from convertible bonds, NT$ 656,826,623, will take precedence prior to stock premium, NT$ 222.368,697, in the aforementioned capitalization of capital reserves.
 
3. New shares allocation method: In the previous items 1 and 2, a capital increase of a total of NT$ 5,494,970,780 is planned, with an issuance of 549,497,078 new shares, calculated according to the 5,494,970,794 shares registered in the Company’s roster of shareholders as of March 17, 2010, with 16 shares of stock dividend as gratuitous surplus-turned capital increase and 84 shares of stock dividend as capital reserve-turned capital increase for
 
 
 
 

 
 
 
 
a total of 100 shares for each 1,000 shares held by shareholders. 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 and stock 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. Shareholders are advised to consolidate the odd share of less than one share to make up one share by their own means for registration within 5 days as of the base date for distribution of new shares. Where the insufficient and inadequate part will be paid in cash by the par value. The board of directors has authorized the chairman to assign a specific person to purchase odd shares of less than one share. In addition, distribution of new shares for employee bonus-turned capital increase, the Company’s by laws and the Company’s Measures Concerning Distribution of Employee Bonus shall govern.
 
4. The rights and obligations of new shares shall be equal to the older ones.
 
5. Ex-rights base date: It shall be set separately, pending resolution passed by the shareholders’ meeting and approval by the competent regulatory authority.
 
6. The plant expansion plan by the capital increase of this time shall be completed by December 2011. Implementation of such plan is expected to enhance he Company’s competitiveness, elevate the benefit of operation efficiency and is passively beneficial to the shareholders’ equity. If the competent regulatory authority deems it necessary to change any of the.
 
Resolution:
 
The above proposals be and hereby were approved as proposed.

 
Item 2 (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 Self-discipline Rules Concerning Subscription and Issuance of Securities by the Issuing Company Member Underwriters Have Assisted in the Process, i.e., the issuance price shall not be lower than the closing price of the Company’s common stock at the domestic open market. Take the simple arithmetic mean of the closing price of the common share on the first, third and fifth day prior to the price-setting day, minus 90% of the average stock price after gratuitous ex-rights and ex-interest, then comes the price for the new issue. However, the price-setting method may be duly adjusted if related domestic laws and regulations are updated. Since the stock price at home has often experience drastic volatility in the short run, the chairman of the board is authorized to set the actual issuance price within the above-mentioned price range, after having consulted with underwriter taking into consideration the international general practice, international capital market, domestic market price, the overall subscription status so as to make the offering price attractive to overseas investors. Consequently, the price-setting method should be reasonable. Additionally, the deciding method for the issuance price of GDR is based on the fair trading price of common shares at the domestic open market whereas the original stockholder may purchase the common shares at domestic stock exchange at the price close to the issuance price of the GDR, without bearing
 
 
 
 

 
 
 
 
 
the exchange rate risk and liquidity risk. Moreover, the tranche of issuance of new shares and GRD for capital increase in cash do not affect much of the shareholders’ equity as the highest dilution ratio in relation to the original shareholders’ equity stands only at 9.10%.
 
1.3 10% of common shares issued for capital increase in cash shall, according to Article 267 of The Company Act, be reserved for subscription by company employees and the remaining 90% will be fully appropriated for open issuance as the securities for GDR as the original shareholders have waived their rights for subscription in accordance with Article 28-1 of the Securities Trading Act.  For the part that employees have not subscribed, the chairman of the board is authorized to contact specific party for purchase or, depending on the market requirements, list as the original securities for participation in the issuance of GDR.
 
1.4 The proceeds for capital increase in cash from subscription to the GDR shall be used for overseas procurement of materials, enrichment of operation capital, repayment of bank loans, purchase of machinery and equipment, and/or spin-off in one or multiple use and is expected to complete the implementation within 2 years after the fund is fully raised. Implementation of the said plan is expected to intensify the Company’s competitiveness, enhance the benefit of the operation efficiency, producing positive benefit to shareholders.
 
1.5 The board of directors is authorized to set the major contents of the capital increase in cash plan, which includes issuance price, number of shares issued, issuance conditions, source of capital, plan items, amount of fund raised, estimated progress and estimated probable effect generated as well as the issuance plan of participation in the issuance of GDR.
 
1.6 Once the plan for capital increase in cash is approve d by the competent regulatory authority, the board of directors will be authorized to proceed with matters related to issuance of new shares.
 
1.7 If the agreement on issuance time, issuance condition, issuance volume, issuance amount of capital increase in cash and participation in issuance of GDR as well as other matters related to capital increase in cash and participation in issuance of GDR needs update in future due to the decision by
 
 
 
 

 
 
 
 
the competent regulatory authority and on the basis of operation evaluation, or the needs of objective environment, the board of directors shall be authorized to handle at its full discretion.
 
1.8 In conjunction with the issuance method of common shares for capital increase in cash and participation in GDR issuance, the chairman of the board or his designated representative is authorized to represent the Company in signing all documents related to the participation in the issuance of GDR as well as handling all needed matters related to the participation in the issuance of GDR.
 
    1.9 For matters that are not covered herein, the board of directors may, in accordance with law, proceed at its discretion.
 
2. The principles to authorize the board of directors to conduct capital increase in cash at home shall be as follows:
 
    2.1 Number of new shares issued for capital increase in cash shall not be in excess of 500,000,000 shares.
 
2.2 The par value of the new shares for capital increase in cash shall be NT$10 each. Actual issuance price shall be by related rules set forth in the Self-discipline Rules Concerning Subscription and Issuance of Securities by the Issuing Company Member Underwriters Have Assisted in the Process and the market condition at the time of issuance. The chairman of she board and the underwriter may reach an agreement on the issuance in consideration of all the conditions mentioned above, which shall be subject to the approval by the competent regulatory authority before the issuance.
 
2.3 The issuance method of new shares for the capital increase in cash shall be by price enquiry and selected purchase. With the exception of 10%-15% reserved for employees as required by Article 267 of The Company Act, the rest will be offered for public issuance as all original shareholders have waived their rights to subscribe according to Article 28-1 of the Securities Trading Act. In addition, if the Company’s employees have not subscribed sufficiently and adequately or waived the right to subscribe, the chairman may contact specific party for purchase.
 
2.4 The proceeds for capital increase in cash from subscription to the GDR
 
 
 
 

 
 
 
 
 
shall be used for overseas procurement of materials, enrichment of operation capital, repayment of bank loans, purchase of machinery and equipment, and/or spin-off in one or multiple use and is expected to complete the implementation within 2 years after the fund is fully raised. Implementation of the said plan is expected to intensify the Company’s competitiveness, enhance the benefit of the operation efficiency, producing positive benefit to shareholders.
 
2.5 The board of directors is authorized to set the major contents of the capital increase in cash plan, which includes issuance price, number of shares issued, issuance conditions, plan items, amount of fund raised, estimated progress and estimated probable effect generated as well as the issuance plan of participation in the issuance of GDR.
 
    2.6 Once the plan for capital increase in cash is approve d by the competent regulatory authority, the board of directors will be authorized to set the base date for capital increase.
 
2.7 With respect to the manner of issuance as mentioned in Section 2.3 above, the board of directors is authorized to make the amendment at its full discretion if amendment becomes necessary due to update of laws or regulations or the objective environment dictates the amendment.
 
2.8 For matters that are not covered herein, the board of directors may, in accordance with law, proceed at its discretion.
 
3. The principles to authorize the board of directors to conduct capital increase in cash by issuance of convertible corporate bond at home and ECB overseas:
 
    3.1 Estimated number of shares for conversion: Not to exceed the number of shares registered in the application for update of the Company’s profit-seeing registration card.
 
    3.2 Time of issuance: It depends on the capital needs by the Company and the market condition.
 
    3.3 Interest rate: In principle, it shall be by the market interest rate then prevailing in the marketplace and reasonable, if possible.
 
    3.4 Issuance duration: It depends on the capital needs by the Company.
 
 
 
 

 
 
 
 
    3.5 Issuance condition: Subject to negotiation with the lead underwriter and existing laws and regulations.
 
3.6 The proceeds from subscriptions to the domestic convertible corporate bond and ECB overseas shall be used for overseas procurement of materials, enrichment of operation capital, repayment of bank loans, purchase of machinery and equipment, and/or spin-off in one or multiple use and is expected to complete the implementation within 2 years after the fund is fully raised. Implementation of the said plan is expected to intensify the Company’s competitiveness, enhance the benefit of the operation efficiency, producing positive benefit to shareholders.
 
3.7 The board of directors is authorized to set the issuance measures, amount of fund raised, plan items, estimated progress as well as estimated probable effect generated.
 
3.8 In conjunction with the issuance of the convertible corporate bond the chairman of the board or his designated representative is authorized to represent the Company in signing all documents related to the issuance of the convertible corporate bond as well as handling all needed matters related to the issuance of the convertible corporate bond.
 
3.9 For matters that are not covered herein, the board of directors may, in accordance with law, proceed at its discretion.
 
Resolution:
 
The above proposals be and hereby were approved as proposed.
 
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 revisions to "Guidelines on Public Companies Lending Money and Providing Guarantees" announced on March 19, 2010 by Financial Supervisory Commission, the board of directors passed a resolution revising the Company's "Procedure for Lending Funds to Third Parties" on March 26, 2010.
 
2. For details of the table of comparison of the revised provisions of the Procedure for Lending Funds to Third Parties, please refer to Attachment VI
 
 
 
 

 
 
 
 
 
2. For details of the table of comparison of the revised provisions of the Procedure for Lending Funds to Third Parties, please refer to Attachment VI to this Agenda Manual. Your consent is solicited.
 
Resolution:
 
The above proposals be and hereby were approved as proposed.
 
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 revisions to "Guidelines on Public Companies Lending Money and Providing Guarantees" announced on March 19, 2010 by Financial Supervisory Commission, the board of directors passed a resolution revising the Company's "Handling Procedure for Endorsements and Guarantees" on March 26, 2010.
 
2. For details of the table of comparison of the revised provisions of the Handling Procedure for Endorsements and Guarantees, please refer to Attachment V to this Agenda Manual. Your consent is solicited.
 
Resolution:
 
The above proposals be and hereby were approved as proposed.
 
Item 5 (Proposed by the Board of Directors)
 
Proposal:
 
Please discuss the revised version of the Company’s Articles of Incorporation.
 
Explanation:
 
1. In order to meet the regulatory authority's policy of promoting issuance of paperless securities and to facilitate the Company's calling of board meetings, parts of the provisions of the Company’s Articles of Incorporation are suggested for revision.
 
2. For details of the table of comparison of the revised provisions of the Company’s Articles of Incorporation., please refer to Attachment VI to this Agenda Manual. Your consent is solicited.
 
Resolution:
 
The above proposals be and hereby were approved as proposed.

 
Other Resolutions and Extempore MotionsNone.
 
Meeting EndedMonday, June 14, 2010 at 10:33 a.m.
 
 
 
 

 
 
■Attachment I
Advanced Semiconductor Engineering, Inc.
Business Report
 
World economy gradually recovered from the financial tsunami in the second half of 2009. Emerging markets began to show their strength on the world economic stage with the Chinese economy becoming the main force for global economic growth. Benefiting from a substantial increase in the ratio of consumption in emerging markets to all markets, the world's manufacturing sector is expected grow strongly in 2010. According to the IEK ITIS project of Industrial Technology Research Institute, in 2009 output of Taiwan's assembly industry was NT$199.6 billion, a 10% decrease on 2008. In 2009, the testing industry output in Taiwan was NT$87.6 billion, which was a 9.2% drop from 2008. In spite of an economic recovery, governments' policies to cope with the financial tsunami that have resulted in an asset bubble and possible inflation will be issues global economy must face in the future. The Company should watch closely developments in the international financial conditions to carefully deal with future challenges. The following is our report on the company’s operation for the past year:

"2009 Operating Results"
 
1.  
Implementation results of business plan for 2009
 
The Company’s consolidated revenues for 2009 were NT$85.8 billion, a drop of 8.6 billion from 2008, a contraction of 9.1%. In the first half, affected by the economic downturn continued from 2008, most IC semiconductor firms made adjustments to their stocks. The semiconductor industry saw its worst sales in decades. Coupled with a traditional low season in the electronics industry, the Company experienced a period of hardship. In the second half, with the economy recovering, IDM customers outsourcing their orders and all employees working hard, the Company gradually made progress in its operations with sales rising each season and profits made, an indication of its resilience to industry ups and downs.

2.  
Budget performance
No financial forecast was disclosed in 2009.

3.  
Analysis of financial accounts and profitability
As of the end of 2009, the Company's paid-in capital was NT$54,798,783 thousands and shareholders' equity NT$71,616,026 thousands accounting for 54% of total assets of NT$133,343,314 thousands. Its long-term capital are 375% of fixed assets and current ratio 97%. This year's ratios are slightly worse than the preceding year's. Nevertheless, its financial structure and ability to repay debts are relatively sound. This year's after-tax net profit rose to NT$6,744,546,000. The Company's overall operating results and profitability have returned to the levels before the global economic recession.

4.  
R&D overview
 
 
 
 

 
 
 
In terms of R&D, 3D SiP has become the best option of producing advanced compact products. Its main elements include TSV, PoP, Embedded Technology and IPD, integrating all kinds of active, passive components, sensors and actuators and is the future trend. Processes the Company successfully developed in 2009 are 45 nano copper/lead-free flip-chip assembly and wire-bond assembly of wafers with an ultra-low dielectic coefficient/lead-free flip-chip stacking assembly of wafers with a low dielectic coefficient, silicon substrate assembly, substrate embedded with active, passive components, WLCSP (Fan out WLP) and Cu Pillar Bump assembly processes. Maintaining an edge in R&D will ensure the Company's continuing growth and profitability.

"Outline of 2010 Business Plan"

1.  
Operating policy
(1) Providing customers with service of “ultimate quality” (2) creating long-term, stable profits for the Company and customers (3) working with partner firms to jointly create a prosperous future (4) being as flexible as possible in its business dealings.

2.  
Projects sales volume and references
In light of current industry dynamics, future market demand and ASE’s capacity, the projected sales volume for 2010 is as follows:

Item
Project Sales
Package
Approx. 7.2 billion chips
Test
Approx. 900 million chips

3.  
Important production and sales policies
As 3C products are becoming more compact with more powerful functionality, ASE has decided to merge Universal Scientific Industrial Co., Ltd. in order to develop an SIP module technology by combining its IC assembly and testing technology with USI's PCB carrier technology. Meanwhile, it will endeavor to increase its market share in the hope of a growth rate higher than the rate of economic recovery in the coming year.
In the past few years, most competitors committed few resources to the development of new technology. By contrast, the Company continued to invest manpower and funds in R&D and developed several standard-setting new assembly processes and techniques. In 2010, with the development of new processes including copper process, aQFN, Fan-Out and WLP, the results will be worth looking forward to. The Company plans to speed up its transition to a new copper process and boost its aQFN and Fan-Out WLP capacity. Meanwhile, it will actively encourage customers to certify and employ its new assembly process and technique in order to enhance its cost edge and boost sales.

"Development Strategy"

IEK of ITRI estimates the semiconductor industry will recover in 2010 as the world economy resumes growth. It estimates a growth rate of 10%-15% and that Taiwan's IC output will grow by 23.6%, better than the world's semiconductor growth rate. In recent years gold prices have risen and remained high. Efforts are being made to replace gold with copper as a stable source of material in an effort to stabilize profits. It takes at least 18 months for a copper process to be developed, certified and used in mass production. The Company currently leads competitors by a large margin in the development and certification of copper processes, which is estimated to account for more than 30% of wire-bond assembly business by the end of 2010. More orders from Japanese IDM firms have been received this year. European and American IDM firms are expected to place orders soon. The Company will endeavor to develop new processes so that it can do better during the low season next year.

"Impacts of Competition, Legislation and Operating Environment"

Faced with dramatic economic ups and downs in the past two years, the Company came up with various personnel, production and cost-cutting plans, constantly improving itself in terms of efficiency and profitability. It eventually emerged from fierce competition and proved its ability to face and solve problems. Management is not satisfied with what it has accomplished. It will work hard to grow the Company and ensure shareholders' interests. This year, as the economy improves, the Company will endeavor to improve its competitiveness, deal carefully with changes, and generate higher return to reward shareholders' support and employees' hard work.

President: Jason C.S. Chang                                              Manager: Richard H.P. Chang                                               Accountant Manager: Joseph Tung
 
 
 
 

 
 
Attachment II
Supervisors' Report
 


We have examined the Company's 2009 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 Chiu Hui Yin 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.

 


 
  Advanced Semiconductor Engineering, Inc.
   
     
  Supervisors:
YY Tseng


John Ho


Sam Liu


TS Chen


Jerry Chang
 

April 20, 2010

 

 

 
 

 
 
 
Attachment Ⅲ
 
 
 
 
Advanced Semiconductor Engineering,
Inc.
 
Financial Statements for the
Years Ended December 31, 2009 and 2008 and
Independent Auditors’ Report
 
 
 
 
 

 
 
 
 
INDEPENDENT AUDITORS’ REPORT


The Board of Directors and Shareholders
Advanced Semiconductor Engineering, Inc.

We have audited the accompanying balance sheets of Advanced Semiconductor Engineering, Inc. (the “Company”) as of December 31, 2009 and 2008, 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, 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, 2009 and 2008, 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, 2009, the Company adopted Statements of Financial Accounting Standards No. 10 “Accounting for Inventories” revised by the Accounting Research and Development Foundation of the Republic of China (the “ARDF”) in November 2007.  Also, starting from January 1, 2008, the Company adopted Interpretation 96-052, “Accounting for Bonuses to Employees, Directors and Supervisors” issued by the ARDF in March 2007.
 
 
 
 

 

 
We have also audited the consolidated financial statements of the Company and its subsidiaries as of and for the years ended December 31, 2009 and 2008, and have issued a modified unqualified opinion with an explanatory paragraph.

 

March 10, 2010



 


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.
 
 
 
 

 
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

BALANCE SHEETS
DECEMBER 31, 2009 AND 2008
(In Thousands of New Taiwan Dollars, Except Par Value) 

 
 
   
2009
   
2008
 
ASSETS
 
Amount
   
%
   
Amount
   
%
 
                         
CURRENT ASSETS
                       
Cash
  $ 4,079,270       3     $ 3,133,212       3  
Financial assets at fair value through profit or loss - current
    15,747       -       -       -  
Bond investments with no active market - current
    -       -       450,000       -  
Accounts receivable, net
    9,331,438       7       4,842,944       4  
Receivable for income tax refund
    99,330       -       99,330       -  
Other receivables
    423,015       -       287,072       -  
Other receivables from related parties
    613,854       -       173,510       -  
Inventories
    2,086,376       2       1,519,636       1  
Deferred income tax assets - current
    700,357       1       700,690       1  
Other current assets
    242,226       -       219,725       -  
                                 
Total current assets
    17,591,613       13       11,426,119       9  
                                 
LONG-TERM INVESTMENTS
                               
Financial assets carried at cost - noncurrent
    467,468       -       362,554       -  
Equity method investments
    79,873,491       60       77,144,106       62  
                                 
Total long-term investments
    80,340,959       60       77,506,660       62  
                                 
PROPERTY, PLANT AND EQUIPMENT
                               
Cost
                               
Land
    1,558,201       1       1,558,201       1  
Buildings and improvements
    18,278,699       13       17,502,360       14  
Machinery and equipment
    54,595,445       41       51,866,609       42  
Transportation equipment
    66,613       -       74,665       -  
Furniture and fixtures
    968,773       1       937,561       1  
Leased assets
    39,825       -       67,830       -  
Total cost
    75,507,556       56       72,007,226       58  
Accumulated depreciation
    48,492,479       36       43,894,884       35  
      27,015,077       20       28,112,342       23  
Construction in progress
    128,315       -       514,507       -  
Machinery in transit and prepayments
    3,239,679       3       669,875       1  
                                 
Total property, plant and equipment
    30,383,071       23       29,296,724       24  
                                 
INTANGIBLE ASSETS
                               
Patents
    62,194       -       81,722       -  
Goodwill
    957,167       1       957,167       1  
Deferred pension cost
    50,393       -       56,762       -  
                                 
Total intangible assets
    1,069,754       1       1,095,651       1  
                                 
OTHER ASSETS
                               
Assets leased to others
    2,439,452       2       2,766,268       2  
Idle assets
    86,062       -       4,744       -  
Guarantee deposits - noncurrent
    12,193       -       11,060       -  
Deferred charges
    641,094       -       764,178       1  
Deferred income tax assets - noncurrent
    694,669       1       975,695       1  
Restricted assets
    84,447       -       84,147       -  
                                 
Total other assets
    3,957,917       3       4,606,092       4  
                                 
TOTAL   $ 133,343,314       100     $ 123.931,246       100  
 
 
   
2009
   
2008
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
Amount
   
%
   
Amount
   
%
 
                         
CURRENT LIABILITIES
                       
Financial liabilities at fair value through profit or loss - current
  $ 61,195       -     $ 82,238       -  
Hedging derivative liabilities - current
    122,495       -       -       -  
Accounts payable
    5,253,226       4       2,766,104       2  
Accounts payable to related parties
    1,061,115       1       798,621       1  
Income tax payable
    808,739       1       642,744       1  
Accrued expenses
    2,658,620       2       2,401,079       2  
Other payables to related parties
    5,875,663       4       861,740       1  
Payable for properties purchased
    1,755,397       1       554,618       -  
Other payables
    207,070       -       253,712       -  
Current portion of capital lease obligations
    9,048       -       18,320       -  
Other current liabilities
    292,383       -       170,991       -  
                                 
Total current liabilities
    18,104,951       13       8,550,167       7  
                                 
LONG-TERM LIABILITIES
                               
Hedging derivative liabilities - noncurrent
    311,778       -       391,695       -  
Long-term bonds payable
    -       -       1,375,000       1  
Long-term bank loans
    42,235,920       32       42,929,640       35  
Capital lease obligations
    1,749       -       10,890       -  
                                 
Total long-term liabilities
    42,549,447       32       44,707,225       36  
                                 
OTHER LIABILITIES
                               
Accrued pension cost
    1,072,012       1       1,001,302       1  
Guarantee deposits received
    878       -       558       -  
                                 
Total other liabilities
    1,072,890       1       1,001,860       1  
                                 
Total liabilities
    61,727,288       46       54,259,252       44  
                                 
CAPITAL STOCK - NT$10 PAR VALUE
                               
Authorized - 8,000,000 thousand shares
                               
Issued - 5,479,878 thousand shares in 2009 and 5,690,428 thousand shares in
                               
 2008
    54,798,783       41       56,904,278       46  
Capital received in advance
    135,205       -       3,387       -  
                                 
Total capital stock
    54,933,988       41       56,907,665       46  
                                 
CAPITAL SURPLUS
                               
Capital in excess of par value
    1,311,421       1       1,329,634       1  
Treasury stock
    827,285       1       823,813       1  
Long-term investment
    3,538,222       3       3,536,854       3  
Accrued interest on convertible bonds
    656,827       -       682,986       -  
                                 
Total capital surplus
    6,333,755       5       6,373,287       5  
                                 
RETAINED EARNINGS
    13,229,409       10       9,221,404       7  
                                 
OTHER EQUITY ADJUSTMENTS
                               
Unrealized gain (loss) on financial instruments
    25,498       -       (439,438 )     -  
Cumulative translation adjustments
    3,276,508       2       4,873,957       4  
Unrecognized pension cost
    (248,641 )     -       (230,401 )     -  
Treasury stock - 322,532 thousand shares in 2009 and 431,232 thousand shares
                               
 in 2008
    (5,934,491 )     (4 )     (7,034,480 )     (6 )
                                 
Other equity adjustments, net
    (2,881,126 )     (2 )     (2,830,362 )     (2 )
                                 
Total shareholders' equity
    71,616,026       54       69,671,994       56  
                                 
TOTAL   $ 133,343,314       100     $ 123,931,246       100  
 
 
(With Deloitte & Touche audit report dated March 10, 2010)
 
 
 
 

 
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2009 AND 2008
(In Thousands of New Taiwan Dollars, Except Per Share Data)



   
2009
   
2008
 
   
Amount
   
%
   
Amount
   
%
 
                         
REVENUES
  $ 46,805,576       101     $ 49,073,365       101  
                                 
LESS:  SALES DISCOUNTS AND ALLOWANCES
    671,262       1       622,348       1  
                                 
NET REVENUES
    46,134,314       100       48,451,017       100  
                                 
COST OF REVENUES
    35,724,319       77       37,912,254       78  
                                 
GROSS PROFIT
    10,409,995       23       10,538,763       22  
                                 
OPERATING EXPENSES
                               
Research and development
    2,036,633       4       1,796,768       4  
Selling
    783,222       2       716,055       2  
General and administrative
    1,941,215       4       2,538,292       5  
                                 
Total operating expenses
    4,761,070       10       5,051,115       11  
                                 
INCOME FROM OPERATIONS
    5,648,925       13       5,487,648       11  
                                 
NON-OPERATING INCOME AND GAINS
                               
Interest income
    19,363       -       40,033       -  
Gain on valuation of financial assets, net
    808,585       2       753,390       1  
Equity in earnings of equity method investments
    2,762,236       6       2,409,736       5  
Other
    632,494       1       856,196       2  
                                 
Total non-operating income and gains
    4,222,678       9       4,059,355       8  
                                 
NON-OPERATING EXPENSES AND LOSSES
                               
Interest expense
    1,070,718       3       852,027       2  
Loss on valuation of financial liabilities, net
    572,952       1       513,556       1  
Foreign exchange loss, net
    3,631       -       159,625       -  
Other
    556,611       1       680,292       1  
                                 
Total non-operating expenses and losses
    2,203,912       5       2,205,500       4  
                                 
INCOME BEFORE INCOME TAX
    7,667,691       17       7,341,503       15  
                                 
INCOME TAX EXPENSE
    923,145       2       1,181,451       2  
                                 
NET INCOME   $ 6,744,546       15     $ 6,160,052       13  
(Continued)
 
 
 

 
 
 

   
2009
   
2008
 
   
Before Income Tax
   
After Income Tax
   
Before Income Tax
   
After Income Tax
 
                         
EARNINGS PER SHARE (EPS)                        
Basic EPS
  $ 1.49     $ 1.31     $ 1.36     $ 1.14  
Diluted EPS
  $ 1.47     $ 1.29     $ 1.33     $ 1.12  

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):

   
2009
   
2008
 
             
Net income for calculation of basic EPS purpose
  $ 6,905,441     $ 6,695,152  
                 
Net income for calculation of diluted EPS purpose
  $ 6,878,969     $ 6,634,560  
                 
EARNING PER SHARE
               
Basic EPS
  $ 1.26     $ 1.18  
Diluted EPS
  $ 1.24     $ 1.16  


 
(With Deloitte & Touche audit report dated March 10, 2010)
(Concluded)
 
 

 
 
 

 
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2009 AND 2008
(In Thousands of New Taiwan Dollars)



                           
Other Equity Adjustments
       
                                       
Unrealized
                         
   
Capital Stock
         
Retained Earnings
   
Gain (Loss) on
   
Cumulative
               
Total
 
         
Capital Received
               
Unappropriated
         
Financial
   
Translation
   
Unrecognized
         
Shareholders'
 
   
Common Stock
   
in Advance
   
Capital Surplus
   
Legal Reserve
   
Earnings
   
Total
   
Instruments
   
Adjustments
   
Pension Cost
   
Treasury Stock
   
Equity
 
                                                                   
BALANCE, JANUARY 1, 2008
  $ 54,475,589     $ 491,883     $ 6,394,834     $ 1,698,504     $ 12,199,709     $ 13,898,213     $ 402,518     $ 2,179,808     $ (6,516 )   $ (2,662,968 )   $ 75,173,361  
Appropriations of 2007 earnings
                                                                                       
Legal reserve
    -       -       -       1,216,525       (1,216,525 )     -       -       -       -       -       -  
Remuneration to directors and supervisors
    -       -       -       -       (216,000 )     (216,000 )     -       -       -       -       (216,000 )
Bonus to employees - cash
    -       -       -       -       (383,205 )     (383,205 )     -       -       -       -       (383,205 )
Bonus to employees - stock
    383,205       -       -       -       (383,205 )     (383,205 )     -       -       -       -       -  
Cash dividends - 17.1%
    -       -       -       -       (9,361,728 )     (9,361,728 )     -       -       -       -       (9,361,728 )
Stock dividends - 0.9%
    492,723       -       -       -       (492,723 )     (492,723 )     -       -       -       -       -  
Issuance of common stock from capital surplus
    1,094,939       -       (1,094,939 )     -       -       -       -       -       -       -       -  
Adjustment arising from changes in percentage of ownership in investees
    -       -       1,014       -       -       -       (432,247 )     -       (8,190 )     (3,271,523 )     (3,710,946 )
Cash dividends paid to subsidiaries
    -       -       535,100       -       -       -       -       -       -       -       535,100  
Unrealized loss on available-for-sale financial assets
    -       -       -       -       -       -       (18,014 )     -       -       -       (18,014 )
Change in unrealized loss on cash flow hedging financial instruments
    -       -       -       -       -       -       (391,695 )     -       -       -       (391,695 )
Stock options exercised by employees
                                                                                       
Common stock
    198,067       (61,952 )     101,268       -       -       -       -       -       -       -       237,383  
Capital received in advance
    -       3,387       -       -       -       -       -       -       -       -       3,387  
Conversion of convertible bonds
    259,755       (429,931 )     436,010       -       -       -       -       -       -       -       265,834  
Net income in 2008
    -       -       -       -       6,160,052       6,160,052       -       -       -       -       6,160,052  
Cumulative translation adjustments
    -       -       -       -       -       -       -       2,694,149       -       -       2,694,149  
Unrecognized pension cost
    -       -       -       -       -       -       -       -       (215,695 )     -       (215,695 )
Acquisition of treasury stock - 108,700 thousand shares
    -       -       -       -       -       -       -       -       -       (1,099,989 )     (1,099,989 )
BALANCE, DECEMBER 31, 2008
    56,904,278       3,387       6,373,287       2,915,029       6,306,375       9,221,404       (439,438 )     4,873,957       (230,401 )     (7,034,480 )     69,671,994  
Appropriations of 2008 earnings
                                                                                       
Legal reserve
    -       -       -       616,005       (616,005 )     -       -       -       -       -       -  
Cash dividends - 5.0%
    -       -       -       -       (2,736,568 )     (2,736,568 )     -       -       -       -       (2,736,568 )
Adjustment arising from changes in percentage of ownership in investees
    -       -       1,369       -       27       27       380,464       -       8,793       -       390,653  
Cash dividends paid to subsidiaries
    -       -       160,895       -       -       -       -       -       -       -       160,895  
Change in unrealized gain on cash flow hedging financial instruments
    -       -       -       -       -       -       84,472       -       -       -       84,472  
Stock options exercised by employees
                                                                                       
Common stock
    74,245       (3,387 )     32,726       -       -       -       -       -       -       -       103,584  
Capital received in advance
    -       135,205       -       -       -       -       -       -       -       -       135,205  
Net income in 2009
    -       -       -       -       6,744,546       6,744,546       -       -       -       -       6,744,546  
Cumulative translation adjustments
    -       -       -       -       -       -       -       (1,597,449 )     -       -       (1,597,449 )
Unrecognized pension cost
    -       -       -       -       -       -       -       -       (27,033 )     -       (27,033 )
Acquisition of treasury stock - 109,274 thousand shares
    -       -       -       -       -       -       -       -       -       (1,314,273 )     (1,314,273 )
Retirement of treasury stock - 217,974 thousand shares
    (2,179,740 )     -       (234,522 )     -       -       -       -       -       -       2,414,262       -  
BALANCE, DECEMBER 31, 2009
  $ 54,798,783