Commission File Number 001-16125 | |
Advanced Semiconductor Engineering, Inc.
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( Exact name of Registrant as specified in its charter)
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26 Chin Third Road
Nantze Export Processing Zone
Kaoshiung, Taiwan
Republic of China
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(Address of principal executive offices)
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Form 20-F X Form 40-F
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Yes No X
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ADVANCED SEMICONDUCTOR ENGINEERING, INC.
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Date: May 31, 2011 |
By:
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/s/ Joseph Tung
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Name:
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Joseph Tung
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Title:
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Chief Financial Officer
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1.
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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.
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(1)
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Status Reports:
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(2)
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Matters for Ratification:
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(3)
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Matters for Discussion:
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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.
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(4)
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Extempore Motions.
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2.
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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.
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3.
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According to Article 165 of the Company Act, stock transfer shall be discontinued from April 30, 2011 to June 28, 2011.
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4.
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Apart from the public announcement, this is the letter of invitation attached with one copy each of the Notice for Attendance of the Shareholders’ General Meeting and proxy. You are cordially 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.
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5.
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If any shareholder wishes to enlist proxies, the Company will produce a general checklist stating therein the information of the solicitor and the soliciting information on 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.
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6.
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This is for your information and please act accordingly.
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This Sign-in Card will become null and void without the registration seal by the Company’s stock affairs agent.
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2011 Shareholders’ General Meeting of Advanced Semiconductor Engineering, Inc.
口To attend in person
口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
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Shareholder No.:
Number of Shares Held:
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Addressee:
Shareholder Name:
Mailing Address of Shareholder:
Name of Agent:
Mailing Address of Agent:
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Serial No. of Attendance:
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Approved by:
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Account No.
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Original Specimen seal
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Account Name
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Telephone
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Central deposit account number
(account owner only)
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Original registration
(Do not send in the form if there are no errors)
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Securities Firm Code:
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Account No.
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Cashier
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Handled by
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Change
(New account)
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Serial No.
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※
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Fractional shares shall be applied towards transfer fees.
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Do not send in the form if central deposit account information is correct and no modifications are required.
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Please fill out central deposit account information carefully; paperless registration shall be adopted if unable to transfer due to errors.
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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.
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口
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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.
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Account No.
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Original Specimen seal
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Account Name
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Telephone
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Original registration
(Do not send in the form if there are no errors)
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Name of Bank
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Bank Code
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Branch Account title Account No. Check digit
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(New) Change
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Name of Bank
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Bank Code
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Branch Account title Account No. Check digit
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Post Office
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Passbook (H)
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P07
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Branch No.
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Account No.
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Please fill out bank information completely and carefully; a check will be sent if the fund is unable to be transferred.
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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.
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The distribution of cash dividends by the Company may be conducted via bank transfer or via checks.
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Please send the form back to the Department of Stock Affairs at President Securities Corp. before June 28, 2011 for processing.
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1.
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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.
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2.
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Before solicitation for proxy is made by other party, shareholders are advised to ask the solicitor to provide the information on the written and advertising contents or consult with the Company-compiled general information of the solicitor’s written and advertising contents in order to fully understand the background information of the solicitor and the candidate to be elected as well as the opinion toward the agenda by the solicitor.
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3.
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If the trustee agent is not a shareholder, he/she should fill out his/her ID number or the uniform serial number in the Shareholder A/C Column.
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4.
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If the solicitor is a trust business or service agency institution, please fill out the uniform serial number in the Shareholder A/C Column.
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5.
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All other matters related to the agenda shall be conducted by the instructions herein provided.
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6.
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Once the proxy has been delivered to the Company and the shareholder wishes to personally attend the meeting, the concerned shareholder should notify the Company in writing at least one day prior to the shareholders’ meeting to rescind the notice for proxy. If the shareholder fails to do so by the deadline, the voting right cast by the trustee agent shall govern.
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7.
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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
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(1).
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Ratification of the Company's 2010 final financial statements.
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(2).
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Ratification of 2010 earnings distribution proposal.
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(3).
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Discussions of issuance of new shares for stock dividends from retained earnings increase.
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(4).
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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.
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(5).
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Discussions of revision of the Company’s Articles of Incorporation. The Agent Consigned is President Securities Corp.
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8.
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See Coupon 6 for the format of the proxy.
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Stock Code No.: 2311
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PROXY
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Principal (Shareholder)
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Serial No.
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ASE
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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:
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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.
口1. Ratify 口2. Oppose 口3. Abstain from voting.
2. Ratification of 2010 earnings distribution proposal.
口1. Ratify 口2. Oppose 口3. Abstain from voting.
3. Discussions of issuance of new shares for stock dividends from retained earnings increase.
口1. Ratify 口2. Oppose 口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.
口1. Ratify 口2. Oppose 口3. Abstain from voting.
5. Discussions of revision of the Company’s Articles of Incorporation.
口1. Ratify 口2. Oppose 口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:
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Shareholder No.
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Number of shares held
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Signature or Seal
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Name or Title
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Solicitor
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Signature or Seal
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Account No.
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Name or Title
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Agent Consigned
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Signature or Seal
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Account No.
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Name or Title
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ID No.
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Address
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Serial No.:
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Checked and Verified by:
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Advertisement Reply
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Taiwan Northern Post Office Administration Registration Permit
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Pei-Shih-Tzu-#3577
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Meeting Procedure
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1
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Meeting Agenda
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2
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Status
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3
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Matters for Ratifications
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5
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Matters for Discussion
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7
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Other Proposals Resolutions and Extempore Motions
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12
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Attachments:
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I.
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2010 Business Report
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13
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II.
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Supervisors' Report
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17
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III.
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2010 Independent Auditor's Report and Financial Statements
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18
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IV.
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Table of Comparison of Revised Articles of the Company’s Incorporation
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39
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Appendixes:
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I.
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Rules of Procedure for Shareholders’ Meeting
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40
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II.
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Articles of Incorporation (before revision)
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44
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III.
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Status of Holdings by Directors and Supervisors
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50
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IV.
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Information Concerning Employee Bonus and Information Remuneration for Directors and Supervisors
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51
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V.
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Impact upon Business Performance and EPS Resultant from Nonremunerative Share Allotment this time Operating Performance and Earnings Per Share
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52
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I、
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Meeting called to order (announcing respective holding of shareholders present)
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II、
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Chairperson's opening remarks
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III、
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Status Reports
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IV、
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Matters for Ratification
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V、
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Matters for Discussion
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VI、
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Other Proposals and Extempore Motions
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VII、
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Meeting Ended
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1.
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Time: 10:00 a.m. Tuesday, June 28, 2011
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2.
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Place: Zhuang Jing Auditorium, 600 Jiachang Rd., Nantz Processing Export Zone, Nantz District, Kaohsiung City
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3.
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Present: All shareholders and proxies
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4.
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Chairperson's Remarks
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5.
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Status Reports
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(1)
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2010 Business Report
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(2)
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Report by supervisors on review of the 2010 financial statements.
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(3)
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Report on total amount for endorsement, guarantee and amount of loans to third parties.
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(4)
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Report on the implementation of buying back shares from open market.
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6.
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Matters for Ratification
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Case 1:
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Ratification of the Company's 2010 final financial statements.
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Case 2:
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Ratification of 2010 earnings distribution proposal.
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7.
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Matters for Discussion
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Case 1:
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Discussions of issuance of new shares for stock dividends from retained earnings increase.
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Case 2:
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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.
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Case 3:
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Discussions of revision of the Company’s Articles of Incorporation.
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8.
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Other Proposals and Extempore Motions
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9.
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Meeting Ended
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1.
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The Company’s 2010 Business Report (proposed by the Board of Directors)
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2.
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Supervisors’ Report on 2010 financial statements. (proposed by the Board of Directors)
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3.
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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)
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4.
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Report on the implementation of buying back shares from open market (proposed by the Board of Directors)
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Buyback info
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The 3rd instance
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Date passed by resolution of Board of Directors
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11/29/2010
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Purpose of buyback
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To protect the Company's credit and shareholder interests
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Actual dates of buyback
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11/30/2010 to 12/06/2010
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Actual share type and amount of buyback
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37,000,000 common shares
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Actual percentage of shares bought back
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100%
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Actual percentage of shares bought back to total issued
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0.61%
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Actual monetary amount of shares bought back
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NT$1,185,204,932
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Average share price of shares bought back
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NT$32.03
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Amount of shares eliminated
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37,000,000 shares
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Amount of cumulatively held Company shares
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0 shares
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Percentage of amount ccumulatively held Company shares to total issued shares
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0%
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Proposal:
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2010 final accounts for your recognition.
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Explanation:
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1、 The Company's 2010 financial statements have been audited and attested by Deloitte & Touche and reviewed by the Supervisors.
2、 Please ratify the financial statements (see Attachment III to this Agenda Manual for details) and the 2010 Business Report (see Attachment I to this Agenda Manual for details).
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Resolution:
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Proposal:
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Please ratify the Company’s 2010 proposal for earnings distribution.
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Explanation:
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The Board of Directors has drafted the Company’s 2010 proposal for surplus distribution as shown in the table below in accordance with The Company Act and the Company’s Articles of Incorporation for your ratification.
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Unit: NT$ | |
Item
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Amount
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Prior year retained earnings
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2,429,954,392
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Add: Current year gross profit
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18,337,500,094
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Subtract: Provision for 10% statutory surplus reserve
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1,833,750,009
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Subtract: Provision for special surplus reserve
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1,272,417,273
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Current year earnings to be distributed
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17,661,287,204
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Items for distribution:
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Dividends (Note 1)
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10,889,775,552
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Current year retained earnings
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6,771,511,652
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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
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Note 1:
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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.
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Note 2:
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In order to meet the implementation to Income Tax Integration, earnings of the most recent year will be distributed this time.
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Proposal:
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Please consider a share issue by converting earnings into equity stock.
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Explanation:
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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.
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Resolution:
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Proposal:
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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.
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Explanation:
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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.
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(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.
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(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.
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(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.
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Resolution:
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Proposal:
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Please discuss the revised version of the Company’s Articles of Incorporation.
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Explanation:
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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.
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Resolution:
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1.
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Implementation results for the 2010 business plan
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2.
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Budget performance
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3.
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Analysis of financial accounts and profitability
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4.
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R&D overview
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1.
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Operating policy
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2.
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Projects sales volume and references
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Item
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Project Sales
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Assembly
|
Approx. 10.1 billion chips
|
Test
|
Approx. 1.4 billion chips
|
3.
|
Important production and sales policies
|
Advanced Semiconductor Engineering, Inc.
Supervisors: YY Tseng
John Ho
Sam Liu
TS Chen
Jerry Chang
April 12, 2011
|
ASSETS
|
Amount
|
%
|
Amount
|
%
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
Amount
|
%
|
Amount
|
%
|
|||||||||||||
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
|
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 |
2010
|
2009
|
|||||||||||||||
Before
Income Tax
|
After
Income Tax
|
Before
Income Tax
|
After
Income Tax
|
|||||||||||||
Basic EPS
|
$ | 3.22 | $ | 3.10 | $ | 1.35 | $ | 1.19 | ||||||||
Diluted EPS
|
$ | 3.16 | $ | 3.04 | $ | 1.33 | $ | 1.17 |
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) |
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 | |||||||||||||||||||||||||||||||