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 31, 2011
 
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: May 31, 2011
By:
 
/s/ Joseph Tung
 
 
Name:
 
Joseph Tung
 
 
Title:
 
Chief Financial Officer
 
 
 
 
 

 
 
Coupon 1
 
Notice for Meeting
 
1.  
Please note that we are scheduled to hold the 2011 Shareholders’ General Meeting on Tuesday, June 28, 2011 at 10:00 a.m. at Chuang-ching Hall, 600, Jia-chang Rd., NEPZ, Nantz Dist., Kaohsiung City.
 
(1)
Status Reports:
1. Business Report of 2010.
2. Report by supervisors on review of the 2010 financial statements.
3. Report on total amount for endorsement, guarantee and amount of loans to third parties.
4. Report on the implementation of buying back shares from open market.
 
(2)
Matters for Ratification:
1. Ratification of the Company's 2010 final financial statements.
2. Ratification of 2010 earnings distribution proposal.
 
(3)
Matters for Discussion:
1. Discussions of issuance of new shares for stockdividends from retained earnings increase.
 
2. 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.
3. Discussions of revision of the Company’s Articles of Incorporation.
 
(4)
Extempore Motions.
 
2.  
For the Company’s 2010 surplus distribution, the Board of Directors has drafted a shareholder divided of NT$10,889,775,552 at NT$1.8 per share. NT$3,932,418,952 of the total dividend shall be distributed as cash (at NT$0.65 per share) and the remaining NT$6,957,356,600 shall be distributed as shares (115 shares from capital increase issuance shall be distributed nonremuneratively for each 1,000 shares). The above distribution of dividends to shareholders and the cash and stock dividend distribution rates are calculated based on the number (6,049,875,312) of shares recorded in the Register of Shareholders as of March 21, 2011. 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 165 of the Company Act, stock transfer shall be discontinued from April 30, 2011 to June 28, 2011.
 
4.  
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 invited to attend. 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.
 
5.  
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 2011/5/27 to be disclosed on the website (http://free.sfib.org.tw). Investors who wish to make an enquiry may enter the website and navigate to Free Enquiry System for Announced Information Related to Proxy. Click on the Entry for Enquiry About the Announced Information on Proxy for Meeting on the right-hand side and enter the search criteria.
 
 
- 1 -

 
 
6.  
This is for your information and please act accordingly.
 

 
To:
Shareholder ___________
The Board of Directors, Advanced Semiconductor Engineering, Inc.
 
 
 
Address: 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 ___________
 
 
Coupon 2
 
Notice for Attendance in Person
Please note that I shall personally attend the 2011 Shareholders’ General Meeting on June 28, 2011 and you may send me the Sign-in Card.
To:
Advanced Semiconductor Engineering, Inc.
Shareholder No.:
Shareholder Name:
(If proxy is consigned, please endorse on the back)
Please sign here if you are to attend the meeting in person.
Serial No.:                              Checked and Verified by:
 
 
- 2 -

 
 
Coupon 3
Sign-in Card
 
This Sign-in Card will become null and void without the registration seal by the Company’s stock affairs agent.
2011 Shareholders’ General Meeting of Advanced Semiconductor Engineering, Inc.
To attend in person
By proxy
Sign-in Card
Time: 10:00 a.m., Tuesday, June 28, 2011
Place: Chuang-Ching Auditorium, 600 Jiachang Rd., Nantz Processing Export Zone, Nantz District, 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:
 
Coupon 4
 
Advanced Semiconductor Engineering, Inc. book-entry transfer (change) application form
Account No.
 
Original Specimen seal
Account Name
   
Telephone
   
Central deposit account number
(account owner only)
Original registration
(Do not send in the form if there are no errors)
Securities Firm Code:
Account No.
Cashier
 
 
   
Handled by
 
Change
(New account)
                     
Serial No.
 
 
※  
Fractional shares shall be applied towards transfer fees.
 
※  
Do not send in the form if central deposit account information is correct and no modifications are required.
 
※  
Please fill out central deposit account information carefully; paperless registration shall be adopted if unable to transfer due to errors.
 
※  
If there are any changes, please send the form back to the Department of Stock Affairs at President Securities Corp. before June 28, 2011 for processing.
 
If you agree to be allotted fractional shares by each account, place a check mark in the box below and return the form, affixed with the specimen seal, by mail.
 
 
- 3 -

 

 

 

 
Advanced Semiconductor Engineering, Inc. cash dividend transfer (change) application form
Account No.
 
Original Specimen seal
 
Account Name
   
Telephone
   
Original registration
(Do not send in the form if there are no errors)
Name of Bank
Bank Code
Branch                      Account title                                Account No.                      Check digit
     
(New) Change
Name of Bank
Bank Code
Branch                      Account title                                Account No.                      Check digit
     
Post Office
Passbook (H)
P07
Branch No.
               
Account No.
               
   
 
※  
Please fill out bank information completely and carefully; a check will be sent if the fund is unable to be transferred.
 
※  
If you are not familiar with filling out the account number for fund transfer, please attach a photocopy of your account passbook to facilitate data entry.
 
※  
The distribution of cash dividends by the Company may be conducted via bank transfer or via checks.
 
※  
Please send the form back to the Department of Stock Affairs at President Securities Corp. before June 28, 2011 for processing.
 
 
- 4 -

 
 
Please Note:
 
※The souvenir for shareholders this year will be: LED bike lamp;  in the event of insufficient quantity, an alternative souvenir of equal value will be distributed.
 
※ If you are unable to attend the shareholders' meeting in person and wish to appoint the Department of Stock Affairs at President Securities Corp. to attend on your behalf, please present your proxy form, signed or sealed, to President Securities Corp. between June  10 , 2011 to June 22 , 2011 (with the exception of weekends and holidays), from 8:30 AM to 4:30 PM at the following address: 1F, 8, Tunghsing St., Sungshan District, Taipei City 105 Telephone: (02)2746-3797). Applications are not accepted otherwise.
 
You may pick up the souvenir from June 10 - June 27 , 2011 at President Securities Corp., of 8, Tunghsing St., Sungshan District, Taipei City 105 or from June 10 - June 27 , 2011 at 26, Ching 3rd Road, NEPZ, Kaohsiung City. 8:30 a.m. to 4:30 p.m. except on Sundays and holidays.
 
※If you plan to attend the meeting in person on (June 28, 2011) you may pick up the souvenir at the meeting.
 
※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/.
 
Coupon 5
 
Instructions for use of the Proxy
 
1.
The proxy is provided with two different forms and the shareholder may opt to use any of them. However, if both 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.
President Securities Corp. (8, Tunghsing St., Sungshan District, Taipei City 105 ) has been appointed the Company's stock affairs agent for the current shareholders' meeting. Telephone: (02) 2746-3797). If you are unable to attend the shareholders' meeting in person to approve the proposals of the Board of Directors, please place a check mark √ next to the proposal on Format II of the proxy form, signed or sealed
 
 
(1).
Ratification of the Company's 2010 final financial statements.
 
 
(2).
Ratification of 2010 earnings distribution proposal.
 
 
(3).
Discussions of issuance of new shares for stock dividends from retained earnings increase.
 
 
(4).
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.
 
 
(5).
Discussions of revision of the Company’s Articles of Incorporation. The Agent Consigned is President Securities Corp.
 
8.
See Coupon 6 for the format of the proxy.
 
 
- 5 -

 
 
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
PROXY
Principal (Shareholder)
Serial No.
ASE
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 2011 Shareholders’ General Meeting to be held on June 28, 2011, 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:
 
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 Shareholders’ General Meeting to be held on June 28, 2011, representing the undersigned shareholder to exercise the rights and opinion of shareholders with regard to the following agenda:
1. Ratification of the Company's 2010 final financial statements.
1. Ratify 2. Oppose 3. Abstain from voting.
2.     Ratification of 2010 earnings distribution proposal.
1. Ratify 2. Oppose 3. Abstain from voting.
3.     Discussions of issuance of new shares for stock dividends from retained earnings increase.
1. Ratify 2. Oppose 3. Abstain from voting.
4.     Discussions of authorization to the board of directors to decide at the most optimal time to increase capital 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. Ratify 2. Oppose 3. Abstain from voting.
5.     Discussions of revision of the Company’s Articles of Incorporation.
1. Ratify 2. Oppose 3. Abstain from voting.
6.     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:
 
Shareholder 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:
 
 
- 6 -

 

 
B1, 8, Tunghsing St., Sungshan District, Taipei City 105
Advanced Semiconductor Engineering, Inc. Stock Affairs Agent
President Securities Corp. Department of Stock Affairs Agency
 
Advertisement Reply
Taiwan Northern Post Office Administration Registration Permit
Pei-Shih-Tzu-#3577
 
(No Postage Necessary)
 
_F, _, Alley _____, Lane _____, __________Rd./Street, Sec.
Sender:                      
 
 
02   Atten: Advanced Semiconductor Engineering, Inc.
Stock Affairs AgentPresident Securities Corp.
Department of Stock Affairs Agency
B1, 8, Tunghsing St., Sungshan District, Taipei City 105
 
 
- 7 -

 
 
Contents
 
Meeting Procedure
 
1
 
Meeting Agenda
 
2
 
Status
 
3
 
Matters for Ratifications
 
5
 
Matters for Discussion
 
7
 
Other Proposals Resolutions and Extempore Motions
 
12
   
 
Attachments:
 
 
I.
 
2010 Business Report
 
13
 
II.
 
Supervisors' Report
 
17
 
III.
 
2010 Independent Auditor's Report and Financial Statements
 
18
 
IV.
 
Table of Comparison of Revised Articles of the Company’s Incorporation
 
39
 
Appendixes:
 
 
I.
 
Rules of Procedure for Shareholders’ Meeting
 
40
 
II.
 
Articles of Incorporation (before revision)
 
44
 
III.
 
Status of Holdings by Directors and Supervisors
 
50
 
IV.
 
Information Concerning Employee Bonus and Information Remuneration for Directors and Supervisors
 
51
 
V.
 
Impact upon Business Performance and EPS Resultant from Nonremunerative Share Allotment this time Operating Performance and Earnings Per Share
 
52
     

 
8

 
 
 
Advanced Semiconductor Engineering, Inc.
 
2011 Annual Shareholders’ Meeting
 

I、  
Meeting called to order (announcing respective holding of shareholders present)
II  
Chairperson's opening remarks
III  
Status Reports
IV  
Matters for Ratification
V、  
Matters for Discussion
VI  
Other Proposals and Extempore Motions
VII
Meeting Ended
 
 
9

 
 
2011 Annual Shareholders’ Meeting Agenda

 
1.
Time: 10:00 a.m. Tuesday, June 28, 2011
 
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 Reports
 
 
(1)
2010 Business Report
 
 
(2)
Report by supervisors on review of the 2010 financial statements.
 
 
(3)
Report on total amount for endorsement, guarantee and amount of loans to third parties.
 
 
(4)
Report on the implementation of buying back shares from open market.
 
6.
Matters for Ratification
 
Case 1:
Ratification of the Company's 2010 final financial statements.
   
Case 2:
Ratification of 2010 earnings distribution proposal.
 
7.
Matters for Discussion
 
Case 1:
Discussions of issuance of new shares for stock dividends from retained earnings increase.
   
Case 2:
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 3:
Discussions of revision of the Company’s Articles of Incorporation.
 
8.
Other Proposals and Extempore Motions
 
9.
Meeting Ended
 
 
10

 
 
Status Reports
 

1.
The Company’s 2010 Business Report (proposed by the Board of Directors)
Explanation: Please see Attachment I for the 2010 Business Report attached to this Agenda Manual.

2.
Supervisors’ Report on 2010 financial statements. (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, 2010 (proposed by the Board of Directors)
Explanation: The Company's aggregate amount of endorsements and guarantees and amounts of loans extended to others are both zero as of December 31, 2010.
 
 
4.
Report on the implementation of buying back shares from open market (proposed by the Board of Directors)
Explanation: For information regarding the Company's share buyback and implementation status, refer to the following table:
 
Buyback info
The 3rd instance
Date passed by resolution of Board of Directors
11/29/2010
Purpose of buyback
To protect the Company's credit and shareholder interests
Actual dates of buyback
11/30/2010 to 12/06/2010
Actual share type and amount of buyback
37,000,000 common shares
Actual percentage of shares bought back
100%
Actual percentage of shares bought back to total issued
0.61%
Actual monetary amount of shares bought back
NT$1,185,204,932
Average share price of shares bought back
NT$32.03
Amount of shares eliminated
37,000,000 shares
Amount of cumulatively held Company shares
0 shares
Percentage of amount ccumulatively held Company shares to total issued shares
0%
 
 
11

 

 
Matters for Ratification

 
Item 1 (proposed by the Board of Directors)
 
Proposal:
2010 final accounts for your recognition.
Explanation:
1 The Company's 2010 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 2010 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 2010 proposal for earnings distribution.
 
Explanation: 
The Board of Directors has drafted the Company’s 2010 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.
 
2010 Surplus Distribution Proposal
 
  Unit: NT$
Item
Amount
Prior year retained earnings
2,429,954,392
Add: Current year gross profit
18,337,500,094
Subtract: Provision for 10% statutory surplus reserve
1,833,750,009
Subtract: Provision for special surplus reserve
1,272,417,273
Current year earnings to be distributed
17,661,287,204
Items for distribution:
 
Dividends (Note 1)
10,889,775,552
Current year retained earnings
6,771,511,652
   
 
 
12

 
 
Remark:
NT$304,200,000 to be distributed for Director and Supervisor remuneration
NT$1,523,133,000 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:
A total of NT$10,889,775,552 is distributed as dividends, NT$1.8 per share, with NT$3,932,418,952 in cash (a cash dividend of NT$0.65 per share) and the remaining NT$6,957,356,600 in stock (115 shares for each 1,000 shares retained by converting earnings into capital stock). The above distribution of dividends to shareholders and the cash and stock dividend distribution rates are calculated based on the number (6,049,875,312) of shares recorded in the Register of Shareholders as of March 21, 2011. 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 distributed this time.
 
Resolution:
 
 
13

 
 
Matters for Discussions

 
Item 1 (proposed by the Board of Directors)

Proposal:
Please consider a share issue by converting earnings into equity stock.
   
Explanation:
1 To fund a factory expansion project, plans are being made to issue 695,735,660 new shares at a face value of NT$10 each to raise NT$6,957,356,600 with dividends of the same amount to be distributed in 2010.
 
2 Rules governing allotment of new shares: Based on the number of shares recorded in the Company's Register of Shareholders on March 21, 2011, namely 6,049,875,312, each 1,000 shares are eligible for an allotment of 115 shares for earnings converted into capital stock. If the number of shares eligible for dividend distribution changes as a result of conversion of offshore convertible bonds, exercise of stock options by employees, cash capital increases, buyback of company shares, or assignment or cancelation of treasury stock, shareholders are urged to authorize the board of directors to make corresponding adjustments, if any, to per-share dividends. Shareholders allotted fractions of a share will coordinate among themselves to combine and form whole shares within five days after the ex-dividend date. Share fractions failing to combine will be paid fractions of the face value in cash and the president will be authorized by the board to have them purchased by certain persons.
 
3 Rights and obligations of newly issued shares are the same as those of existing shares.
 
4 Ex-dividend date: The board is authorized to set the date after it is passed at the AGM and approved by the regulatory authority.
 
5 The factory expansion plan financed by the capital increase is expected to be completed by December 2014. Implementation of the plan is expected to boost the Company's competitiveness, improve its efficiency, and have a positive impact on shareholders' rights and interests. The board is authorized to make necessary changes if the capital increase must be changed as ordered by the regulatory authority or required by circumstances.
 
Resolution:
 

 
14

 
 
Item 2 (proposed by the Board of Directors)

Proposal:
To finance future capacity expansion, provide for working capital increases, repay bank loans, or cope with other needs for funds in the longer term, the AGM is urged to authorize the board to issue GDRs through cash capital increases, conduct domestic cash capital increases, or issue convertible bonds in Taiwan or overseas according to articles of incorporation, relevant regulations and the following rules.
   
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)   Shares issued via issuance of GDRs through cash capital increases shall not exceed 500 million with the board and president authorized to conduct only one issue and decide how many shares to be issued depending on market circumstances.
 
(2)   The price at which shares are issued via issuance of GDRs through cash capital increases shall not fall below 90% of the simple arithmetic mean of the share's closing price on the date the issue price is set and its closing price one, three or five days prior to the price-setting date as per "Self-imposed Rules Governing Underwriters Assisting Companies in Issuing Securities" announced by Taiwan Securities Association. If relevant regulations change, the pricing method may be changed accordingly. As share prices often fluctuate substantially in a short time, the president is authorized to set the issue price by following international practices after consulting the underwriter and considering international capital markets' circumstances, domestic market prices, and the book building status. The GDR's issue price is decided based on the fair market price of the company's common stock. Original shareholders may purchase common stock in Taiwan's stock market at a price close to the GDR's issue price without having to assume exchange and liquidity risks. In addition, shares issued via issuance of GDRs through cash capital increases will dilute the original shareholders' equity to a maximum of 8.26%, not a major impact on shareholders' rights and interests.
 
(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.
 
 
15

 
 
 
(4)   Funds raised by shares issued via issuance of GDRs through cash capital increases shall be used to purchase materials overseas, provide for working capital increases, repay bank loans, purchase machinery and equipment and/or invest in other firms. Implementation shall be completed within 2 years after the funds are raised. The project is expected to boost the Company's competitiveness, improve its efficiency, and have a positive impact on shareholders' rights and interests.
 
(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.
 
(6)   Once the plan for capital increase in cash is approved by the competent regulatory authority, the board of directors will be authorized to proceed with matters related to issuance of new shares.
 
(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.
 
(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.
 
(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:
 
(1)   Number of new shares issued for capital increase in cash shall not be in excess of 500,000,000 shares.
 
(2)   Face value of shares issued via cash capital increases is NT$10 per share. The issue price shall be decided by the president after consulting the underwriter as per "Self-imposed Rules Governing Underwriters Assisting Companies in Issuing Securities" announced by Taiwan Securities Association and market conditions at time of issue and approved by the regulatory authority.
 
 
16

 
 
 
(3)   Cash capital increases shall be conducted through book building. 10%-15% shall be set aside for subscription by employees as per Article 267 of the Company Act. The remainder, the right to subscribe for which is forfeited by original shareholders as per Article 28.1 of the Securities Exchange Act, shall be made available to the public through book building. 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.
 
(4)   Funds raised through cash capital increases shall be used to purchase materials from overseas, provide for working capital increases, repay bank loans, purchase machinery and equipment and/or invest in other firms. Implementation shall be completed within 2 years after the funds are raised. The project is expected to boost the Company's competitiveness, improve its efficiency, and have a positive impact on shareholders' rights and interests.
 
(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. If a cash capital increase must be changed as ordered by the regulatory authority or required by circumstances, the board is authorized to make corresponding changes.
 
(6)   Once the plan for capital increase in cash is approved by the competent regulatory authority, the board of directors will be authorized to set the base date for capital increase.
 
(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.
 
(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:
 
(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.
 
 
17

 
 
 
(2)   Time of issuance: It depends on the capital needs by the Company and the market condition.
 
(3)   Interest rate: In principle, it shall be by the market interest rate then prevailing in the marketplace and reasonable, if possible.
 
(4)   Issuance duration: It depends on the capital needs by the Company.
 
(5)   Issuance condition: Subject to negotiation with the lead underwriter and existing laws and regulations.
 
(6)   Funds raised through issuance of convertible bonds in Taiwan or overseas shall be used to purchase materials from overseas, provide for working capital increases, repay bank loans, purchase machinery and equipment and/or invest in other firms. Implementation shall be completed within 2 years after the funds are raised. The project is expected to boost the Company's competitiveness, improve its efficiency, and have a positive impact on shareholders' rights and interests.
 
(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.
 
(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.
 
(9)   For matters that are not covered herein, the board of directors may, in accordance with law, proceed at its discretion.
 
Resolution:
 
 
Item 3 (proposed by the Board of Directors)
 
Proposal:
 
Please discuss the revised version of the Company’s Articles of Incorporation.
   
Explanation:
1 To accomodate the Company's operating requirements, plans are being made to revise certain provisions in the articles of incorporation.
 
2 Please refer to Attachment IV to this Agenda Manual for the table of comparison of revised Articles of Company’s Incorporation. Your consent is solicited.
 
 
Resolution:
 

 
18

 
 
 
Other Proposals and Extempore Motions
 
Meeting Ended
 
 
19

 

■Attachment I
Advanced Semiconductor Engineering, Inc.
Business Report
 
In 2010, the global economy continued the trend of recovery that had begun in 2009 and finally returned to prosperity. The economic growth in 2010 is expected to reach 4.8%. According to the report issued by the IEK ITIS project of Industrial Technology Research Institute, the output of Taiwan's semiconductor industry in 2010 experienced a significant growth of 41.5% compared with 2009, which was higher than the 31.6% growth rate of global semiconductor industry. The output of the assembly industry was NT$297 billion, a growth of 48.8% over 2009, whereas the output of the testing industry amounted to NT$132.7 billion, a growth of 51.5% compared with 2009. Although the economy has returned to the level before the eruption of the financial crisis, advanced nations and emerging economies have been growing at very different pace, the former moderately and the latter much more aggressively. Following the recovery from the crisis, exchange rate fluctuations, surging gold prices and credit crisis of EU member states were still among major concerns. The Company endeavored to achieve growth and performance while adopting prudent response measures to address a variety of challenges and changes in the industry landscape. The following is our report on the company’s operation for the past year:

"2010 Operating Results"
 
1.  
Implementation results for the 2010 business plan
 
The Company’s combined revenues for 2010 were NT$188.7 billion, an increase of NT$103 billion over 2009, equivalent to a 120% growth. For semiconductor assembly and testing services, the Company's revenue in 2010 was NT$123 billion, a growth of 47%. Overall, 2010 was a very successful year for the Company. Apart from higher growth in performance compared to competitors and the industry as a whole, the Company's market share in the global assembly and testing foundry market increased by 2%. The proportion of IDM customers was also rising by the quarter and was now in the range of 38-39%. Meanwhile, a China-based chip maker also become one of our top ten customers. Furthermore, major Japanese IDMs continued to engage the Company in back-end services, and they accounted for 10% of our revenues. The Company's capital expenditures in 2010 was a record high, pushing copper wire bond assembly revenue as high as 18% of total revenues. In addition, the Company also achieved substantial gains in the expansion of production sites: During the second half of 2010, the Company acquired the Singapore plant of EEMS to enhance our market share in Southeast Asia and strengthen our competitiveness in the region; The Kaohsiung operations also expanded production capacity by acquisitions and by constructing new plants; Our plans for the second half of the year include capital increase for the subsidiary ASE Weihai in China, significantly expanding the assembly and testing capacity of discrete devices. We look forward to a substantial growth next year. Finally, the inauguration of the ASE Kunshan plant is also expected to contribute considerably to the Company's future profitability.

2.  
Budget performance
No financial forecast was disclosed in 2010.

3.  
Analysis of financial accounts and profitability
 
 
20

 
 
As of the end of 2010, the Company's paid-in capital was NT$60,519,872 thousands and shareholders' equity NT$88,556,369 thousands accounting for 55% of total assets of NT$161,626,460 thousands Its long-term capital are 350% of fixed assets and current ratio 69%. This year's ratios are at about the same levels as those in the preceding year. The Company's financial structure and ability to repay debts are relatively sound. This year's after-tax net profit rose to NT$18,337,500,000, a 172% increase over 2009. The Company's overall operating results and profitability are excellent, with performance greatly exceeding the level in 2009 and has brought the Company back to the profitability level before the global economic downturn, a significant achievement indeed.

4.  
R&D overview
New technologies successfully developed by the Company in 2010 developed are categorized as follows: (1) For flip-chip assembly, 40 nano copper process / 40 nano copper process with tin and lead-free flip-chip assembly and wire-bond assembly of wafers with an ultra-low dielectric coefficient / lead-free flip-chip stacking assembly of wafers with a low dielectric coefficient, 40 μm nano pitch mixed flip-chip and wire-bond stacking assembly, copper process/ concealed laser cutting for thin wafers with a low dielectric coefficient, and fine pitch non-conductive flip-chip thin film substrate. (2) For wire-bond assembly, 32 nano copper / gold wire-bond assembly of wafers with an ultra-low dielectric coefficient, 45 nano copper / copper wire-bond assembly of wafers with an ultra-low dielectric coefficient, high-density aQFN assembly. (3) For system packaging, 200 mm through silicon wafer (TSV), 200 mm silicon substrate assembly, integrated passive component QFN/ LGA assembly, substrate embedded with active, passive components, RF wireless communications modules, and fan out flip-chip Map PoP. (4) For wafer assembly, 200 mm fan out WLP and 40 μm Pitch Cu Pillar Bump. The Company will continue to invest in equipment and advanced assembly and testing R&D, thus maintaining our position as the global leader in semiconductor assembly and testing.

"Outline of 2011 Business Plan"

1.  
Operating policy
(1) Providing customers 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 2011 is as follows:

Item
Project Sales
Assembly
Approx. 10.1 billion chips
Test
Approx. 1.4 billion chips

3.  
Important production and sales policies
 
 
21

 
 
The popularity of consumer electronics products such as smart phones, tablet PCs, smart TVs and game consoles in recent years is expected to drive the continuing growth of the semiconductor industry. These products represent the impetus for the future growth of the Company's revenues. Tablet computers are especially significant since most of our customers are suppliers of tablet PC-related devices and components. Meanwhile, the Company will also focus on the conversion of copper processes to improve cooperation in the semiconductor industry supply chain and to reduce costs in keeping pace with the enormous demand for communications products in emerging markets as well as the trend toward lower costs in the production of smart phones. We continue to develop packaging and testing services with high added-value and high unit prices as well as sophisticated and innovative high-end integrated circuits, while delegating packaging and testing services for discrete components, which are of lower unit prices, less sophisticated and technologically less advanced, to our mainland operations. The purpose is to increase the Company's competitiveness and achieve a balance of development between corss strait.

"Development Strategy"

According to estimates provided by the IEK ITIS project of Industrial Technology Research Institute, in 2011 the semiconductor industry will continue to grow but at a slower rate, which is projected to be 8.7%. The assembly and testing sectors are estimated to grow at about 10.3% and 11.1%, respectively. With the price of gold rising substantially, our competitors' copper wire bonding process capability is also catching up, and with local IC manufacturers and major overseas component integration vendors becoming more willing to adopt copper processing, the Company will be investing a significant amount of capital expenditure to expand our copper wire bonding machines in order to achieve a 35% proportion of wire bonding for the entire year. The continuing expansion of operations outsourced by integrated device manufacturers (IDMs) in 2011 is the main driving force behind the high growth of Taiwan's IC packaging and testing industry. The Company is committed to raising the proportion of revenues from IDM customers. In addition, China's economic growth in 2010 ranked highest among East Asian emerging markets, and aggressive pursuit of the expansion of our China operations is also the niche of the Company's continued growth.
 
"Impacts of Competition, Legislation and Operating Environment"

The improving global economy has helped to materialize the benefits from the programs introduced by the Company during the financial crisis of the past two years on human resources, production lines, cost planning and integrated solutions; we have since achieved unprecedented revenues and profits. With the government's liberalization and encouragement of establishing presence in China by Taiwanese enterprises and with the signing of ECFA, the Company has invested in and set up production plants in China, utilizing the vast amount of human resources available locally to improve our product lines and increase our competitiveness. Our improved market share has further accelerated the Company's growth. Faced with the fluctuations in the New Taiwan dollar exchange rate and the rise of the IC packaging and testing industry in China, the Company is committed to improving our position constantly and the adoption of adequate risk management and control measures. The Company and the management team are not complacent with past achievements. In stead we strive to further improve our competitiveness and set the goal of creating higher profits for our shareholders in appreciation of their support.
 
President: Jason C.S. Chang   Manager: Richard H.P. Chang   Accountant Manager: Joseph Tung
 
 
22

 
 
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 12, 2011
 
 
23

 

■Attachment III


 





Advanced Semiconductor Engineering, Inc.

Financial Statements for the
Years Ended December 31, 2010 and 2009 and
Independent Auditors’ Report
 
 
 
24

 

 
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, 2010 and 2009, 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, 2010 and 2009, 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 9 to the accompanying financial statements, the Company and its subsidiaries completed the tender offerings for the common shares of Universal Scientific Industrial Co., Ltd. (“USI”) in February and August 2010, respectively. Thereafter, the USI shareholdings held by the Company and its subsidiaries are increased to 98.9%.

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”.

We have also audited the consolidated financial statements of the Company and its subsidiaries as of and for the years ended December 31, 2010 and 2009, and have issued a modified unqualified opinion with an explanatory paragraph.

 


March 17, 2011

 
25

 


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.
 
 
 
 
26

 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

BALANCE SHEETS
DECEMBER 31, 2010 AND 2009
(In Thousands of New Taiwan Dollars, Except Par Value)

 
 
     
2010
   
2009
       
2010
   
2009
ASSETS
   
Amount
 
%
   
Amount
 
%
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
   
Amount
 
%
   
Amount
 
%
                                             
CURRENT ASSETS
                     
CURRENT LIABILITIES
                   
Cash
  $
1,632,102
 
 1
  $
4,079,270
 
 3
 
Financial liabilities at fair value through profit or loss - current
  $
488,769
 
 -
  $
 61,195
 
 -
Financial assets at fair value through profit or loss - current
   
 72,586
 
 -
   
 15,747
 
 -
 
Hedging derivative liabilities - current
   
 457,494
 
 -
   
 122,495
 
 -
Accounts receivable, net
   
 9,587,062
 
 6
   
 9,279,406
 
 7
 
Accounts payable
   
 6,231,596
 
 4
   
 5,253,226
 
 4
Accounts receivable from related parties
   
 99,534
 
 -
   
 52,032
 
 -
 
Accounts payable to related parties
   
 1,090,674
 
 1
   
 1,061,115
 
 1
Receivable for income tax refund
   
 -
 
 -
   
 99,330
 
 -
 
Income tax payable
   
 744,222
 
 -
   
 808,739
 
 1
Other receivables
   
 714,388
 
 -
   
 873,015
 
 1
 
Accrued expenses
   
 4,287,655
 
 3
   
 2,574,102
 
 2
Other receivables from related parties
   
 1,080,395
 
 1
   
 163,854
 
 -
 
Other payables to related parties
   
 9,348,575
 
 6
   
 5,875,663
 
 4
Inventories
   
 2,910,324
 
 2
   
 2,086,376
 
 2
 
Payable for properties
   
 1,244,836
 
 1
   
 1,755,397
 
 1
Deferred income tax assets - current
   
 461,417
 
 -
   
 700,357
 
 -
 
Other payables
   
 383,581
 
 -
   
 291,588
 
 -
Other current assets
   
194,779
 
-
   
242,226
 
-
 
Current portion of capital lease obligations
   
 1,504
 
 -
   
 9,048
 
 -
                       
Other current liabilities
   
164,547
 
-
   
292,383
 
-
Total current assets
   
16,752,587
 
10
   
17,591,613
 
13
                       
                       
Total current liabilities
   
24,443,453
 
15
   
18,104,951
 
13
LONG-TERM INVESTMENTS
                                           
Available-for-sale financial assets - noncurrent
   
 102,790
 
 -
   
 -
 
 -
 
LONG-TERM LIABILITIES
                   
Financial assets carried at cost - noncurrent
   
 364,551
 
 -
   
 467,468
 
 -
 
Hedging derivative liabilities - noncurrent
   
 159,279
 
 -
   
 311,778
 
 -
Equity method investments
   
101,116,457
 
63
   
79,873,491
 
60
 
Long-term bank loans
   
 47,214,226
 
 29
   
 42,165,604
 
 32
                       
Capital lease obligations
   
238
 
-
   
1,749
 
-
Total long-term investments
   
101,583,798
 
63
   
80,340,959
 
60
                       
                       
Total long-term liabilities
   
47,373,743
 
29
   
42,479,131
 
32
PROPERTY, PLANT AND EQUIPMENT
                                           
Cost
                     
OTHER LIABILITIES
                   
Land
   
 1,558,201
 
 1
   
 1,558,201
 
 1
 
Accrued pension cost
   
 1,251,957
 
 1
   
 1,072,012
 
 1
Buildings and improvements
   
 20,100,741
 
 12
   
 18,278,699
 
 14
 
Guarantee deposits received
   
938
 
-
   
878
 
-
Machinery and equipment
   
 63,587,917
 
 39
   
 54,595,445
 
 41
                       
Transportation equipment
   
 63,102
 
 -
   
 66,613
 
 -
 
Total other liabilities
   
1,252,895
 
1
   
1,072,890
 
1
Furniture and fixtures
   
 846,113
 
 1
   
 968,773
 
 1
                       
Leased assets
   
17,221
 
-
   
39,825
 
-
 
    Total liabilities
   
73,070,091
 
45
   
61,656,972
 
46
Total cost
   
 86,173,295
 
 53
   
 75,507,556
 
 57
                       
Accumulated depreciation
   
 49,468,469
 
 30
   
 48,492,479
 
 37
 
CAPITAL STOCK
                   
Accumulated impairment
   
64,072
 
-
   
-
 
-
 
Common Stock - NT$10 par value
                   
     
 36,640,754
 
 23
   
 27,015,077
 
 20
 
Authorized - 8,000,000 thousand shares
                   
Construction in progress
   
 465,003
 
 -
   
 128,315
 
 -
 
Issued - 6,051,987 thousand shares in 2010 and 5,479,878 thousand shares
                   
Machinery in transit and prepayments
   
1,703,819
 
1
   
3,239,679
 
3
 
 in 2009
   
 60,519,872
 
 38
   
 54,798,783
 
 41
                       
Capital received in advance
   
299,698
 
-
   
135,205
 
-
Total property, plant and equipment
   
38,809,576
 
24
   
30,383,071
 
23
                       
                       
Total capital stock
   
60,819,570
 
38
   
54,933,988
 
41
INTANGIBLE ASSETS
                                           
Patents
   
 42,831
 
 -
   
 62,194
 
 -
 
CAPITAL SURPLUS
                   
Goodwill
   
 957,167
 
 1
   
 957,167
 
 1
 
Capital in excess of par value
   
 1,197,845
 
 1
   
 1,311,421
 
 1
Deferred pension cost
   
44,024
 
-
   
50,393
 
-
 
Treasury stock transactions
   
 2,136,353
 
 1
   
 827,285
 
 1
                       
Long-term investment
   
 3,527,240
 
 2
   
 3,538,222
 
 3
Total intangible assets
   
1,044,022
 
1
   
1,069,754
 
1
 
Employee stock options
   
 319,147
 
 -
   
 -
 
 -
                       
Accrued interest on convertible bonds
   
-
 
-
   
656,827
 
-
OTHER ASSETS
                                           
Assets leased to others
   
 1,806,424
 
 1
   
 2,439,452
 
 2
 
Total capital surplus
   
7,180,585
 
4
   
6,333,755
 
5
Idle assets
   
 4,744
 
 -
   
 86,062
 
 -
                       
Guarantee deposits - noncurrent
   
 12,950
 
 -
   
 12,193
 
 -
 
RETAINED EARNINGS
   
24,972,944
 
16
   
13,229,409
 
10
Deferred charges
   
 621,772
 
 -
   
 570,778
 
 -
                       
Deferred income tax assets - noncurrent
   
 841,140
 
 1
   
 694,669
 
 1
 
OTHER EQUITY ADJUSTMENTS
                   
Restricted assets
   
149,447
 
-
   
84,447
 
-
 
Unrealized gain or loss on financial instruments
   
 246,303
 
 -
   
 25,498
 
 -
                       
Cumulative translation adjustments
   
 (1,120,618)
 
 (1)
   
 3,276,508
 
 2
Total other assets
   
3,436,477
 
2
   
3,887,601
 
3
 
Unrecognized pension cost
   
 (398,103)
 
 -
   
 (248,641)
 
 -
                       
Treasury stock - 151,792 thousand shares in 2010 and 322,532 thousand shares in 2009
   
(3,144,312)
 
(2)
   
(5,934,491)
 
(4)
                                             
                       
Other equity adjustments, net
   
(4,416,730)
 
(3)
   
(2,881,126)
 
(2)
                                             
                       
  Total shareholders' equity
   
88,556,369
 
55
   
71,616,026
 
54
                                             
TOTAL
  $
161,626,460
 
100
  $
133,272,998
 
100
 
TOTAL
  $
161,626,460
 
100
  $
133,272,998
 
100
 
(With Deloitte & Touche audit report dated March 17, 2011)
 
 
27

 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2010 AND 2009
(In Thousands of New Taiwan Dollars, Except Per Share Data)

 
   
2010
   
2009
 
   
Amount
   
%
   
Amount
   
%
 
                         
REVENUES
  $ 68,005,684       101     $ 46,805,576       101  
                                 
LESS:  SALES DISCOUNTS AND ALLOWANCES
    666,278       1       671,262       1  
                                 
NET REVENUES
    67,339,406       100       46,134,314       100  
                                 
COST OF REVENUES
    50,633,615       75       35,554,473       77  
                                 
GROSS PROFIT
    16,705,791       25       10,579,841       23  
                                 
OPERATING EXPENSES
                               
Research and development
    2,775,607       4       2,036,633       4  
Selling
    745,295       1       783,222       2  
General and administrative
    2,823,686       5       1,941,215       4  
                                 
Total operating expenses
    6,344,588       10       4,761,070       10  
                                 
INCOME FROM OPERATIONS
    10,361,203       15       5,818,771       13  
                                 
NON-OPERATING INCOME AND GAINS
                               
Interest income
    10,559       -       19,363       -  
Gain on valuation of financial assets, net
    455,097       1       808,585       2  
Equity in earnings of equity method investments
    9,918,123       15       2,762,236       6  
Foreign exchange gain, net
    457,124       1       -       -  
Other
    396,382       -       462,648       1  
                                 
Total non-operating income and gains
    11,237,285       17       4,052,832       9  
                                 
NON-OPERATING EXPENSES AND LOSSES
                               
Interest expense
    1,060,346       2       1,070,718       3  
Loss on valuation of financial liabilities, net
    872,900       1       572,952       1  
Foreign exchange loss, net
    -       -       3,631       -  
Impairment loss
    161,024       -       -       -  
Other
    471,629       1       556,611       1  
                                 
Total non-operating expenses and losses
    2,565,899       4       2,203,912       5  
                                 
INCOME BEFORE INCOME TAX
    19,032,589       28       7,667,691       17  
                                 
INCOME TAX EXPENSE
    695,089       1       923,145       2  
                                 
NET INCOME
  $ 18,337,500       27     $ 6,744,546       15  
(Continued)
 
 
28

 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2010 AND 2009
(In Thousands of New Taiwan Dollars, Except Per Share Data)

 
   
2010
   
2009
 
   
Before
Income Tax
   
After
Income Tax
   
Before
Income Tax
   
After
Income Tax
 
                         
EARNINGS PER SHARE (EPS)
                       
Basic EPS
  $ 3.22     $ 3.10     $ 1.35     $ 1.19  
Diluted EPS
  $ 3.16     $ 3.04     $ 1.33     $ 1.17  

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):

   
2010
   
2009
 
             
Net income for calculation of basic EPS purpose
  $ 19,646,568     $ 6,905,441  
                 
Net income for calculation of diluted EPS purpose
  $ 19,502,171     $ 6,878,969  
                 
EARNING PER SHARE
               
Basic EPS
  $ 3.25     $ 1.14  
Diluted EPS
  $ 3.19     $ 1.13  
 
(With Deloitte & Touche audit report dated March 17, 2011)   (Concluded)
 
 
29

 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2010 AND 2009
(In Thousands of New Taiwan Dollars)
 


 
                           
Other Equity Adjustments
       
   
Capital Stock
         
Retained Earnings
   
Unrealized
Gain or Loss on Financial Instruments
    Cumulative Translation Adjustments     Unrecognized Pension Cost     Treasury Stock     Total Shareholders' Equity  
    Common Stock    
Capital
Received in Advance
   
Capital Surplus
   
Legal Reserve
    Unappropriated Earnings                            
                       
Total
                     
                                                                   
BALANCE, JANUARY 1, 2009
    $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 of equity method investments
    -       -       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
    74,245       131,818       32,726       -       -       -       -       -       -       -       238,789  
                                                                                         
Net income in 2009
    -       -       -       -       6,744,546       6,744,546       -       -       -       -       6,744,546  
                                                                                         
Cumulative translation adjustments
    -       -       -       -       -       -       -       (1,597,449 )     -       -       (1,597,449 )
                                                                                         
Change in net loss not recognized as 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       135,205       6,333,755       3,531,034       9,698,375       13,229,409       25,498       3,276,508       (248,641 )     (5,934,491 )     71,616,026