Commission File Number 001-16125
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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:
July 15, 2015
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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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Minutes
Of
2015 Annual Shareholders’ Meeting
Of
Advanced Semiconductor Engineering, Inc.
(Translation)
1. Time: 10:00AM, Tuesday, June 23, 2015
2. Place: Zhuang Jing Auditorium, 600 Jiachang Rd., Nantz Processing Export Zone, Nantz District, Kaohsiung City
3. Present: 1. Representative of Juristic-person Director, ASE Enterprise Ltd. : Tien Wu, Joseph Tung and Raymond Lo
2. Representative of Juristic-person Supervisor, Hung Ching Development & Construction Co., Ltd. : JJ Lee
Total shares represented by shareholders and proxy present 6,943,777,901 shares(including exercised by way of electronic transmission 4,168,282,504 shares) is 91.04% of total outstanding shares of ASE 7,626,965,085 shares (excluding the shareholders who had no voting right stipulated in Company Law)
4. Chairperson's Remarks: (To be omitted)
5. Status Reports
(1) 2014 Business Report (See Attachment 1)
(2) Report by supervisors on review of the 2014 financial statements. (See Attachment 2)
(3) Report on total amount for endorsements, guarantees, and loans to third parties.
(4) Report on the implementation of the privately offered foreign convertible corporate bonds passed in the 2014 shareholders' general meeting.
(5) Report on the implementation of ASE's indirect investments in mainland China.
(6) Report on the implementation of buyback of ASE shares.
Speech of shareholder:
Shareholder's ID No. 38**80, reference number of attendance card: 65; Mr. Tao, the first speech:
A. The Company was sanctioned by the Kaohsiung Environmental Protection Bureau. What is the execution progress of the improvement plan?
B. What about the status of the cases being considered in Kaohsiung High Administrative Court and Taiwan High Court Kaohsiung Branch Court, respectively?
Shareholder No. 38**80, number of attendance card: 65; Mr. Tao, the second speech:
The Company's real estate company in Shanghai has been performing poorly. Would the Company plan to close the business?
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The Chairman of this Annual General Meeting and the CFO of the Company, Mr. Joseph Tung, gave explanations in response to the shareholder's first and second speeches. |
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6. Matters for Ratification
Case 1 (proposed by the Board of Directors)
Proposal: | Your ratification of 2014 final accounts is requested. |
Explanation: |
1. ASE's 2014 financial statements have been audited and attested by Deloitte & Touche and reviewed by the supervisors.
2. Please ratify the financial statements (see Attachment 3 to this manual for details) and the 2014 Business Report (see Attachment 1 to this manual for details).
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Resolution: | Voting results: Ratify 5,672,113,172 shares (including exercised by way of electronic transmission 2,992,055,968 shares); Oppose 36,700 shares (including exercised by way of electronic transmission 36,700 shares); Abstain from voting 1,234,085,418 shares (including exercised by way of electronic transmission 1,176,189,836 shares). Resolved, that the above proposal be and hereby was approved as proposed. |
Case 2 (proposed by the Board of Directors)
Proposal: | Please ratify ASE’s 2014 proposal for earnings distribution. |
Explanation: |
1. The Board of Directors has drafted ASE’s 2014 proposal for surplus distribution as shown in the table below in accordance with applicable laws and ASE’s Articles of Incorporation for your ratification.
Advanced Semiconductor Engineering, Inc.
2014 earnings distribution proposal
Unit: NT$ |
Item | Amount |
Earnings carried over from the previous year | 15,193,332,441 |
Subtract: Actuarial losses allocated to retained earnings | 32,538,303 |
Add: Current year gross profit | 23,592,667,578 |
Subtract: Provision for 10% statutory surplus reserve | 2,359,266,758 |
Current year earnings to be distributed | 36,394,194,958 |
Items for distribution: | |
Dividends (Note 1) | 15,589,825,292 |
Current year retained earnings | 20,804,369,666 |
Remarks:
NT$211,200,000 to be distributed as the remuneration for directors and supervisors
NT$2,335,600,000 to be distributed as bonuses for employees, all in cash
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President: Jason C.S. Chang Manager: Richard H.P. Chang Accountant Manager: Joseph Tung
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Note 1: | A total of NT$15,589,825,292 will be distributed as dividends to shareholders at NT$2 per share, all of which will be distributed in cash. The above distribution of dividends to shareholders and the cash and stock dividend distribution rates are calculated based on the number (7,794,912,646) of shares recorded in the Register of Shareholders as of March 19, 2015 after treasury stocks that were already bought back by ASE were subtracted. If at a later date ASE’s ECB holders exercise the right of conversion, or new shares are issued to employees against Employee Stock Option warrants, or new shares are issued by ASE for cash increase, or there is a buyback of ASE’s stock, or transfer or cancellation of ASE’s treasury stocks, which affects 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 and make adjustments accordingly.. |
Note 2: | In response to the introduction of an integrated income tax system, earnings of the most recent year will be distributed at this time. |
2. Basis date for dividend distribution: The board is authorized to set the date after it is passed at the shareholders meeting. |
Speech of shareholder:
Shareholder's ID No. 55**1, reference number of attendance card: 38; Mr. Tsai spoke:
A. The Company has such low dividend yield every year. This year the dividend is NTD$2, which is below 70% and is lower than other IC assembly and testing services providers. Could the Company increase the dividend for minority shareholders?
B. In recent years the percentage of foreign shareholders of the Company has been declining to 78% now. Is this partly due to low dividend yield?
The Chairman of this Annual Genreal Meeting asked the CFO of the Company, Mr. Joseph Tung, to give explanations, and continued the voting procedure of Proposal 2.
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Resolution: | Voting results: Ratify 5,701,985,653 shares (including exercised by way of electronic transmission 3,021,928,449 shares); Oppose 36,700 shares (including exercised by way of electronic transmission 36,700 shares); Abstain from voting 1,204,212,939 shares (including exercised by way of electronic transmission 1,146,317,355 shares). Resolved, that the above proposal be and hereby was approved as proposed |
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7. Matters for Discussion
Case 1 (proposed by the Board of Directors)
Proposal: | The matter over whether to consecutively or simultaneously select one of or combine cash increase by issuing common shares and DRs, domestic cash increase by issuing common shares, and privately offered foreign convertible corporate bonds is submitted for discussion. |
Explanation: |
To finance future capacity expansion, provide for working capital increases, repay bank loans, or cope with other needs for funds in the longer term, ASE is urged to authorize the board to consecutively or simultaneously select one of or combine issuing DRs through cash capital increases, conducting domestic cash capital increases by issuing common shares, and privately offering foreign convertible corporate bonds according to articles of incorporation, relevant regulations and the following rules.
1. The principles to issue new common shares and DR for capital increase in cash shall be as follows:
(1) The current capital increase in cash by issuing common shares and DRs shall not exceed 500 million shares with the board of directors authorized through shareholders' meetings to decide how many shares are to be issued depending on market conditions.
(2) The price at which shares are issued via issuance of DRs 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 after adjustment for any distribution of stock dividends (or cancelled shares for capital reduction) 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 DR's issue price is decided based on the fair market price of ASE's common stock. Original shareholders who did not participate in the offering, if for the purpose of maintaining shareholding structure, may purchase common stock in Taiwan's stock market at a price close to the DR's issue price without having to assume exchange and liquidity risks. In addition, shares issued via issuance of DRs through cash increases will dilute the original shareholders' equity to a maximum of 6.41%, not a major impact on shareholders' rights and interests. |
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(3) 10%~15% of common shares issued for this capital increase in cash shall, according to Article 267 of The Company Act, be reserved for subscription by company employees and the shareholders meeting will be requested to fully appropriated the remaining 85%~90% for open issuance as the securities for DR as the original shareholders have waived their rights for subscription in accordance with Article 28-1 of the Securities Exchange Act. For the part that employees have not subscribed for, the Chairman is authorized to contact a designated party for purchase or, depending on market requirements, list as the original securities for participation in the issuance of DR.
(4) The funds raised by shares issued via issuance of DRs through this cash capital increases shall be used to expanding the factories, purchase equipment, purchase materials overseas, make reinvestments, and/or repay bank loans. Implementation shall be completed within 2 years after the funds are raised. The project is expected to boost ASE's competitiveness, improve its efficiency, and have a positive impact on shareholders' rights and interests.
(5) The board of directors is authorized to adjust, set, and administer the major contents of the cash capital increase by DR issuance plan, which includes issuance rules, source of capital, plan items, estimated progress and estimated probable effect generated as well as other matters relevant to the issuance of DR, according to market conditions. 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) In conjunction with the issuance method of common shares for this capital increase in cash and participation in DR issuance, the president or his designated representative is authorized to represent ASE in signing all documents related to the participation in the issuance of DR as well as handling all needed matters.
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2. The principles for domestic cash capital increase by issuing common shares:
(1) The number of common shares issued for this domestic cash increase may not exceed 500 million shares.
(2) Face value of shares issued via cash increase is NT$10 per share. The issue price shall be decided by the Chairman after consulting the underwriter as per the "Self-imposed Rules Governing Underwriters Assisting Companies in Issuing Securities" announced by the Taiwan Securities Association and market conditions at time of issue and filed with the competent authority.
(3) According to Article 28-1 of the Securities Exchange Act, the underwriting method for the publicly offered portion shall be decided by the board of directors as authorized between public subscription and book building.
A. If public subscription is selected:
Apart from the 10%~15% of the issued shares to be reserved for employee subscription at the actual issue price according to Article 267 of the Company Act, 10% of the newly issued shares will be publicly offered to comply with Article 28-1 of the Securities Exchange Act, while the remaining 75%~80% will be subscribed by the existing shareholders based on the shareholding percentages on the base date. For an existing shareholder who holds insufficient shares to subscribe to one new share, joint subscription with other shareholders or combined subscription by one person will be allowed; any employee or existing shareholder who does not subscribe to the issue authorizes the Chairman to contact a designated party for purchase at the issue price.
B. If book building is selected:
Apart from the 10%~15% of the issued shares to be reserved for employee subscription at the actual issue price according to Article 267 of the Company Act, the remaining shares will be subject to Article 28-1 of the Securities Exchange Act, and the existing shareholders waive the right to subscribe before the shares all become publicly offered based on the book building method. In addition, if ASE’s employees have not subscribed sufficiently and adequately or waived the right to subscribe, the chairman may contact a designated party for purchase.
(4) The rights and obligations associated with the new shares issued for the cash increase are identical to those associated with the existing shares.
(5) The funds raised by common shares issued through this cash increase shall be used to expand factories, purchase equipment, purchase materials overseas, provide for working capital increase, make reinvestments, and/or repay bank loans. Implementation shall be completed within 2 years after the funds are raised. The project is expected to boost ASE's competitiveness, improve its efficiency, and have a positive impact on shareholders' rights and interests.
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(6) The board of directors is authorized to adjust, set, and administer the major contents of the cash capital increase plan, which includes issuance rules, source of capital, plan items, estimated progress and estimated probable effect generated as well as other matters relevant to the issuance of DR, according to market conditions. 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.
(7) Once the plan for cash increase is filed with the competent authority, the Chairman will be authorized to set the base date, payment period, and ex-rights date for new share issue.
3. The principles to privately issue foreign convertible corporate bonds:
(1) This private offering of foreign convertible corporate bonds is subject to a maximum of NT$16 billion or the equivalent in foreign currencies. Please see Attachment 4 to this Agenda for the preliminary issue and conversion rules for this private offering of foreign convertible corporate bonds, which will be handled by the board of directors authorized by the shareholders meeting based on ASE's funding needs or financial market conditions.
(2) Basis and reasonableness of private offering price:
The issue price for the private offering of foreign convertible corporate bonds is set to be not lower than 80% of the formula price referred to in the Directions for Public Companies Conducting Private Placements of Securities. For the actual issue price, the shareholders meeting will be requested to grant the board of directors the authority to set the price according to the law and not below the range approved by the shareholders meeting and depending on current market and company circumstances. The price for this private offering of foreign convertible corporate bonds is set according to the regulations and in consideration of the strict restrictions for transfer timing, recipient, and quantity of privately offered securities. In addition, shares converted from corporate bonds may not be publicly listed for three years from delivery. The price and terms for this private offering of foreign convertible corporate bonds is deemed to be reasonable considering factors such as weakened liquidity.
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(3) Offeree selection method and its purpose, necessity, and expected benefits:
The offeree selection procedure shall follow the rules under Article 43-6 of the Securities and Exchange Act and the previous order (91) Tai-Cai-Zheng-1 No. 0910003455 on June 13, 2002 from the Securities and Futures Commission of the Ministry of Finance. The purpose for selecting offerees is to introduce strategic investors. A strategic investor refers to an individual or corporate entity that, for the purpose of increasing ASE's profits, assists ASE to enhance technology, improve quality, increase efficiency, and expand market share through vertical or horizontal industry integration or collaboration in product or market development. The selection of offerees shall be decided by the board of directors as authorized by the shareholders meeting.
The purpose, necessity, and expected benefits are to meet the demands of ASE's operations by having private offering investors provide ASE with assistance in enhancing technology, improving quality, reducing costs, increasing efficiency, and expanding the market in order to strengthen ASE's competitiveness and improve operational efficiency and long term development.
(4) The necessity, use of funds, and expected benefits:
A. Reasons against a public offering:
The choice of a private offering is in support of ASE's future business development and plans to introduce strategic investors and in consideration of the time sensitiveness, convenience, issue costs and shareholder stability provided by a private offering. In addition, privately offered securities are restricted from free transfer under the Securities and Exchange Act, and this rule will ensure a long-term partnership between ASE and its strategic investors.
B. Maximum amount of private offering:
The total value of privately offered foreign convertible corporate bonds is limited to NT$16 billion or its equivalent in foreign currencies at maximum. However, the actual value of private offering shall be determined according to applicable laws and regulations and financial market circumstances at the time. When a convertible corporate bond holder obtains common shares of ASE by exercising conversion rights, the number of shares is calculated based on the conversion price at the time of conversion.
C. Use of funds and expected benefits:
The current private offering of foreign convertible corporate bonds may be embarked on by the Board of Directors within a year from the date the resolution is reached during a shareholders' meeting. The raised capital is expected to be used for one or more purposes such as capital expenditure, working capital, payback of bank loans, and reinvestments. In addition, it is expected that the fund will be completely used within two years after private offering is completed. The expected benefits include a positive impact on shareholder rights and one or more of strengthened position in the industry, enhanced long term competitiveness, improved financial structure, and savings in interest expenses. However, the actual private offering and the schedule for the use of funds shall depend on ASE's capital requirements, legal regulations, and financial market circumstances.
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(5) Rights and obligations associated with converting corporate bonds to common shares
The rights and obligations associated with the common shares converted from this private offering of foreign convertible corporate bonds are identical to those associated with the existing common shares of ASE. However, the listing and resale of such common shares shall be subject to the rules under the Securities and Exchange Act. Private offerings of foreign convertible corporate bonds shall be conducted in compliance with the letter from the Financial Supervisory Commission of the Executive Yuan, Jin-Guan-Zheng-1 No. 09700513881 on October 21, 2008.
(6) The private offering plan includes primarily the issue and conversion rules, actual private offering price, private offering terms, plan items, amounts, scheduled progress and expected benefits, and other matters potentially related to the issue plan. The shareholders meeting will be requested to authorize the board of directors to make adjustments at its full discretion according to ASE's financial needs, financial market conditions, and relevant regulations. The shareholders meeting will also be requested to authorize the board of directors to make modification or correction at its full discretion in response to future changes in legal regulations, orders from the competent authority, or changes in market conditions, business assessment, or objective environmental conditions.
(7) In order to complete the private offering of foreign convertible corporate bonds, the shareholders meeting will also be requested to authorize the chairman of the board or a designated person to represent ASE in the signing of all relevant contracts and documents and complete all subsequent procedures for ASE.
(8) For matters that are not covered herein, the shareholders meeting will be requested to authorize the board of directors to, in accordance with law, proceed at its own discretion.
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Resolution: | Voting results: Ratify 5,214,738,047 shares (including exercised by way of electronic transmission 2,534,680,843 shares); Oppose 446,998,659 shares (including exercised by way of electronic transmission 446,998,659 shares); Abstain from voting 1,244,498,586 shares (including exercised by way of electronic transmission 1,186,603,002 shares). Resolved, that the above proposal be and hereby was approved as proposed. |
Case 2 (proposed by the Board of Directors)
Proposal: | Please discuss the revised version of the Procedure for the Acquisition or Disposal of Assets. |
Explanation: |
1. To reflect the establishment of an audit committee by ASE to replace supervisors this year (2015), a resolution was reached in the Board of Directors' meeting on March 30, 2015 to revise some articles of the Procedure for the Acquisition or Disposal of Assets.
2. Your approval of the comparison of Revised Articles of the Procedure for the Acquisition or Disposal of Assets before and after revisions as shown in Attachment 5 is requested.
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Resolution: | Voting results: Ratify 5,677,212,173 shares (including exercised by way of electronic transmission 2,997,154,969 shares); Oppose 45,955 shares (including exercised by way of electronic transmission 45,955 shares); Abstain from voting 1,228,977,164 shares (including exercised by way of electronic transmission 1,171,081,580 shares). Resolved, that the above proposal be and hereby was approved as proposed. |
Case 3 (proposed by the Board of Directors)
Proposal: | Please discuss the revision of the Procedure for Lending Funds to Other Parties. |
Explanation: |
1. To meet the requirements of the Financial Supervisory Commission indicated in the Jin-Guan-Zheng-Shan No. 1030034970 letter and to reflect the fact that an audit committee will be established by ASE this year (2015) to replace supervisors, the Board of Directors approved the revision of some articles of the Procedure for Lending Funds to Other Parties in its meetings on September 11, 2014 and March 30, 2015, respectively.
2. Your approval of the comparison of revised articles of the Procedure for Lending Funds to Other Parties before and after revisions as shown in Attachment 6 is requested.
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Resolution: | Voting results: Ratify 5,676,122,779 shares (including exercised by way of electronic transmission 2,996,065,575 shares); Oppose 1,135,349 shares (including exercised by way of electronic transmission 1,135,349 shares); Abstain from voting 1,228,977,164 shares (including exercised by way of electronic transmission 1,171,081,580 shares). Resolved, that the above proposal be and hereby was approved as proposed. |
Case 4 (proposed by the Board of Directors)
Proposal: | Please discuss the revision of the Procedure for Making Endorsements and Guarantees. |
Explanation: |
1. To reflect the establishment of an audit committee by ASE to replace supervisors this year (2015), a resolution was reached in the Board of Directors' meeting on March 30, 2015 to revise some articles of the Procedure for Making Endorsements and Guarantees.
2. Your approval of the comparison of revised articles of the Procedure for Making Endorsements and Guarantees before and after revisions as shown in Attachment 7 is requested.
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Resolution: | Voting results: Ratify 5,676,138,049 shares (including exercised by way of electronic transmission 2,996,080,845 shares); Oppose 1,120,079 shares (including exercised by way of electronic transmission 1,120,079 shares); Abstain from voting 1,228,977,164 shares (including exercised by way of electronic transmission 1,171,081,580 shares). Resolved, that the above proposal be and hereby was approved as proposed. |
Case 5 (proposed by the Board of Directors)
Proposal: | Please discuss the revision of ASE’s Articles of Incorporation. |
Explanation: |
1. To reflect the establishment of an audit committee by ASE to replace supervisors this year (2015), a resolution was reached in the Board of Directors' meeting on March 30, 2015 to revise some articles of ASE's Articles of Incorporation.
2. Your approval of the comparison of ASE's Articles of Incorporation before and after revisions as shown in Attachment 8 is requested.
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Resolution: | Voting results: Ratify 5,700,597,910 shares (including exercised by way of electronic transmission 3,020,540,706 shares); Oppose 1,423,434 shares (including exercised by way of electronic transmission 1,423,434 shares); Abstain from voting 1,204,213,948 shares (including exercised by way of electronic transmission 1,146,318,364 shares). Resolved, that the above proposal be and hereby was approved as proposed. |
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8. Elections
Case 1 (proposed by the Board of Directors)
Proposal: | Election of directors for the new term is requested. |
Explanation: | 1. ASE now has nine directors (including two independent directors) and five supervisors whose tenure will expire on June 21, 2015. To meet the requirement of the Financial Supervisory Commission for a mandatory audit committee, ASE will only elect directors for the new term this year (2015) and establish an audit committee to replace supervisors. 2. In accordance with Article 16 of ASE's Articles of Incorporation, to reflect the establishment of an audit committee, during the election of 2015, 11 to 15 directors, including 3 independent directors and 8 to 12 non-independent directors will be elected for the new term. All of the directors will serve a term of three years. The resolution was reached by the Board of Directors on March 30, 2015 to elect 11 directors, including three independent directors and eight non-independent directors at this current shareholders' general meeting. The new directors will serve a term of three years that begin on June 24, 2015 and expires on June 23, 2018. 3. List of independent director candidates and their related information are specified as follows: |
Name | Education | Experience | Number of shares held |
Sheng-fu You | Department of Accounting, National Taiwan University College of Management
Master, Graduate Institute of Accounting, National Chengchi University
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² ASE independent director and member of ASE's Remuneration Committee
² Supervisor of Dynapack International Technology Corporation
² Supervisor of San Fu Chemical Co., Ltd.
² Supervisor of Arima Communications Corp.
² Director of Arima Lasers Corp.
² Independent director and member of Remuneration Committee of Yulon Motors
² Member of Remuneration Committee of Taiwan Acceptance Corporation
² Member of Remuneration Committee of Elite Material Co., Ltd.
² CPA at Deloitte & Touche (Retired)
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0 shares |
Ta-lin Hsu | Bachelor of Physics, | ² ASE independent director and member of ASE's Remuneration Committee | 0 shares |
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National Taiwan University
Master of Physics, NYU Polytechnic School of Engineering
Doctor of Electrical Engineering, University of California - Berkeley
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² President and Founder of H&Q Asia Pacific
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Mei-yueh Ho | Bachelor of Agricultural Chemistry, National Taiwan University | ² Minister of Economic Affairs
² Chairman of Council for Economic Planning And Development
² Independent director and member of Audit Committee and Remuneration Committee of AU Optronics Corp.
² Independent director and member of Audit Committee and Remuneration Committee of Bank of Kaohsiung
² Independent director and member of Remuneration Committee of Kinpo Electronics, Inc. |
0 shares |
Election results: | List of elected directors: |
No. / ID No. | Name | Votes received | Note |
1 | A.S.E. Enterprises Limited-representative:Jason C.S. Chang | 6,377,189,226 | Director |
3 | Richard H.P. Chang | 4,448,633,020 | Director |
1 | A.S.E. Enterprises Limited-representative:Tien Wu | 3,133,813,210 | Director |
1 | A.S.E. Enterprises Limited-representative:Joseph Tung | 3,133,807,952 | Director |
1 | A.S.E. Enterprises Limited- representative:Raymond Lo
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3,122,586,825 | Director |
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1 | A.S.E. Enterprises Limited- representative :Jeffrey Chen |
3,111,482,762 | Director |
1 | A.S.E. Enterprises Limited- representative :TS Chen |
3,082,831,601 | Director |
372564 | Rutherford Chang | 2,968,743,539 | Director |
H101****17 | Shen-fu You | 3,987,327,485 | Independent Director |
1943****HS | Ta-lin Hsu | 3,667,616,540 | Independent Director |
Q200****32 | Mei-yueh Ho | 3.917,783,859 | Independent Director |
9.Other Proposals :
Case 1 (proposed by the Board of Directors)
Proposal: | Waiver of non-competition clauses for newly elected directors of ASE. |
Explanation: | 1. Article 209 of the Company Act stipulates that directors should brief actions they are going to take within the scope of ASE's business operation for themselves or for others in the shareholders' meetings and obtain permission.
2. If, following reelection, new directors are engaged in the investment or operation of a business entity whose scope of business is similar to that of ASE and acts as a director thereof, we request that the non-competition clauses applicable to the director be waived in order to allow him or her to act as a director or the representative of said business entity, provided that such waiver will not infringe upon the interests of ASE.
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Other positions held by newly elected Directors are presented below |
Name | Other Positions |
Jason C.S. Chang | J&R Industrial Inc. –Chairman and Director (Representative) ASE Japan Co., Ltd.-Director ASE Test Inc. - Chairman and Director (Representative) ASE Test Holding, Ltd.-Director ASE (Korea) Inc.-Director ISE Labs, Inc.-Director ASE Holding Ltd.(Bermuda)-Director J&R Holding Ltd.(Bermuda)-Director Innosource Ltd.-Director ASE (Kunshan), Inc. -Director ASE Test Limited (Singapore)-Chairman ASE (Shanghai) Inc. -Chairman |
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ASE Module (Shanghai) Inc. -Director ASE Investment (Kunshan) Ltd. -Chairman ASE Electronics Inc.- Chairman and Director(Representative) ASE Mauritius Inc.-Director ASE Corporation -Director Suzhou ASEN Semiconductors Co., Ltd. -Chairman ASE Labuan Inc.-Director Advanced Semiconductor Engineering(China) Ltd. -Director ASE Singapore Pte. Ltd.-Director Alto Enterprises Ltd.-Director Super Zone Holdings Ltd.-Director Anstock Limited -Director Anstock II Limited -Director Universal Scientific Industrial (Shanghai) Co., Ltd.-Director Universal Scientific Industrial Co., Ltd. – Director ASE Enterprises -Director |
Richard H.P. Chang | J&R Industrial Inc.-Director(Representative) Innosource Ltd.-Director ASE (Shanghai) Inc. -Director ASE Test Inc.-Director(Representative) Omniquest Industrial Ltd.-Director ASE Test Limited (Singapore) -Director ASE (Korea) Inc.-Director ASE Electronics (Malaysia) Sdn., Bhd.-Director ASE Holding Ltd. (Bermuda) -Director J&R Holding Ltd.(Bermuda) -Director ASE (Kunshan), Inc. -Chairman ASE Module(Shanghai) Inc. -Chairman Global Advanced Packaging Technology Ltd. (Cayman)-Director ASE Assembly & Test (Shanghai) Ltd. -Director ASE Japan Co., Ltd.-Director Advanced Semiconductor Engineering (HK) Limited -Chairman Advanced Semiconductor Engineering(China) Ltd. -Director Alto Enterprises Ltd.-Director Super Zone Holdings Ltd.-Director Anstock Limited -Director Real Tech Holdings Limited -Chairman Universal Scientific Industrial (Shanghai) Co., Ltd.-Chairman Universal Scientific Industrial (Kunshan) Co., Ltd.-Charman USI Electronics (Shenzhen) Co., Ltd.-Chairman Universal Global Technology Co., Limited-Chairman Universal Global Industrial Co., Limited-Director |
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Universal Global Scientific Industrial Co., Ltd.-Director(Representative) USI Enterprise Limited-Director Universal Global Technology (Kunshan) Co., Ltd. -Chairman Universal Global Technology (Shenzhen) Co., Ltd.-Chairman Universal Scientific Industrial Co., Ltd. – Director Universal Global Technology (Shanghai) Co., Ltd.-Chairman Universal Global Electronics (Shanghai) Co., Ltd.-Chairman ASE Enterprises -Director |
Tien Wu | ISE Labs, Inc.-Director ASE Japan Co., Ltd.-Director ASE Marketing & Service Japan Co., Ltd.-Director Global Advanced Packaging Technology Ltd. (Cayman)-Director ASE Assembly & Test (Shanghai) Ltd. –Director Suzhou ASEN Semiconductors Co., Ltd. -Director ASE (Weihai) Inc. -Director Wuxi Tongzhi Microelectronics Co., Ltd.- Director Universal Scientific Industrial Co., Ltd. –Director(Representative) |
Joseph Tung | J&R Industrial Inc.-Director(Representative) ASE Japan Co., Ltd.-Supervisor ASE Test Inc.-Supervisor(Representative) ASE Marketing & Service Japan Co., Ltd.-Supervisor Innosource Ltd. -Director J&R Holding Ltd. (Bermuda) -Director ASE Investment (Labuan) Inc.-Director ASE Holding Ltd. (Bermuda) -Director Omniquest Industrial Ltd.-Director ASE Test Holding, Ltd.-Director ASE Test Finance, Ltd.-Director ASE (Korea) Inc.-Director ASE Electronics (Malaysia) Sdn. Bhd.-Director ASE Mauritius Inc.-Director ASE Electronics Inc.-Director(Representative) ASE Labuan Inc. -Director ASE Corporation-Director Alto Enterprises Ltd.-Director Anstock Limited -Director Universal Scientific Industrial Co., Ltd.-Supervisor Universal Scientific Industrial (Shanghai) Co., Ltd- Supervisor Universal Global Scientific Industrial Co., Ltd.-Supervisor(Representative) |
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Lu-Chu Development Corporation-Director(Representative) Wuxi Tongzhi Microelectronics Co., Ltd. -Supervisor H.R. Silvine – CMC Company (Hong Kong)-Director |
Raymond Lo | ASE Test Inc.-Director(Representative) & General Manager |
Jeffrey Chen | ASE Test Inc.-Director(Representative) ASE (Kunshan), Inc. -Director ASE Test Limited(Singapore)-Director ASE Test Holdings Ltd.-Director Omniquest Industrial Ltd.-Director ISE Labs, Inc.-Director ASE Investment (Labuan) Inc.-Director ASE Module(Shanghai) Inc -Director ASE Assembly & Test (Shanghai) Ltd. - Supervisor ASE Electronics Inc.-Director(Representative) Advanced Semiconductor Engineering (HK) Limited -Director Suzhou ASEN Semiconductors Co., Ltd. -Director Super Zone Holdings Ltd.-Director Universal Scientific Industrial Co., Ltd. - Supervisor Senetex Investment Co., Ltd.-Director(Representative) Huntington Holdings International Co. Ltd.-Director The Mercuries Corporation – member of Remuneration Committee |
TS Chen | ASE Test Inc.-Director(Representative) Lu-Chu Development Corporation-Director(Representative) Suzhou ASEN Semiconductors Co., Ltd. -Director |
Rutherford Chang | ASE(Shanghai) Inc. -Director Advanced Semiconductor Engineering(China) Ltd. -Director ASE Test Inc.-Director(Representative) ASE Assembly & Test (Shanghai) Ltd. –Director ASE (Kunshan), Inc. –Supervisor ASE (Weihai) Inc. -Director Universal Scientific Industrial (Shanghai) Co., Ltd.-Director Universal Scientific Industrial Co., Ltd. – Director(Representative) Wuxi Tongzhi Microelectronics Co., Ltd. –Director ASE Investment (Kunshan) Ltd. -Director |
Shen-fu You | Arima Optoelectornics Corp. -Director Yulon Motors - Independent Director , member of Remuneration Committee DynaPack Corp.-Supervisor San Fu Chemical Co., Ltd. – Supervisor Taiwan Acceptance Corporation - member of Remuneration |
17
Committee Elite Material Co., Ltd.- member of Remuneration Committee Arima Communications Corp. - Supervisor |
Ta-lin Hsu | H&Q Asia Pacific -Chairman and founder |
Mei-yueh Ho | AU Optronics Corp.- Independent Director , member of Audit Committee and Remuneration Committee Bank of Kaohsiung - Independent Director , member of Audit Committee and Remuneration Committee Kinpo Electronics, Inc. - Independent Director , member of Remuneration Committee |
Resolution: | Voting results: Ratify 4,054,982,708 shares (including exercised by way of electronic transmission 1,374,925,504 shares); Oppose 1,241,067,995 shares (including exercised by way of electronic transmission 1,241,067,995 shares); Abstain from voting 1,610,184,589 shares (including exercised by way of electronic transmission 1,552,289,005 shares). Resolved, that the above proposal be and hereby was approved as proposed. |
10. Extempore Motions :
Speech of shareholder:
The Chairman of this Annual General Meeting read the speech note produced by Mr. Song with Shareholder's ID No. 62**67, and reference number of attendance card: 39;:
Mr. Song suggested the Company expand into the area of new planet and develop individual branding new tech products.
The Chairman of this Annual General Meeting gave explanations and asked if there are any extemporary motions, and then declared meeting adjourned.
11. Meeting Ended : Thursday, June 23, 2015 at 11:55 a.m
18
■ Attachment 1
Advanced Semiconductor Engineering, Inc.
Business Report
An overview of 2014 shows that the effectively increased domestic consumer spending and fixed investments during the second quarter in the US were the main driving forces for the economy to recover. The overall global economic performance, however, was not as powerful as expected despite the relatively steady growth compared to 2013. Only the semiconductor industry surprisingly had splendid performance. Gartner1 statistics show that the sales on the semiconductor market reached US$339.8 billion in 2014, a growth of 7.9% from 2013. Driven by the demand for telecommunication chips and consumer electronic products, relatively significant growth was also seen in the packaging and testing industry. ASE rendered impressive results under the joint effort from the whole staff. For the prospects of 2015, Gartner expects that the global semiconductor sales will reach US$ 358.3 billion, a growth of 5.4% from 2014. ASE will keep track of this economic trend and continue to work hard to reach new heights.
According to the report of the IEK ITIS Project, the IC packaging and testing industry in Taiwan produced output of NT$ 453.9 billion in 2014, a growth of 10.4% from 2013. Output of the packaging industry amounted to NT$ 316 billion, a growth of 11.1% from 2013. Output of the testing industry amounted to NT$ 137.9 billion, a growth of 8.9% from 2013. The following is our report on ASE’s operation for the past year:
"2014 Operating Results"
1. | Implementation of the 2014 business plan |
ASE’s combined revenue for 2014 totaled NT$ 256.6 billion, an increase of NT$ 36.7 billion and a growth of 16.7% from 2013. As far as the testing industry is concerned, the combined revenue in 2014 was NT$ 159.7 billion, an increase of around NT$ 16.4 billion and a growth of around 11.4% from 2013. The operating accomplishments of ASE throughout 2014 can mainly be divided into three parts, namely (1) continued growth on the advanced packaging market at a two-digit rate: The annual growth rate in the revenue from advanced packaging was 16% in 2014 and the momentum primarily came from system level packaging (Sip); (2) maintained leading position on the copper wire bonding market: The annual growth rate in the revenue from copper wire bonding was 15% in 2014. The market share increased and application of copper process on the market was expedited; and (3) strengthened system integration technology, including copper pillar flip-chip packaging, wafer assembly plus fan-out and embodiment technology.
2. | Budget Implementation |
ASE did not release any financial forecast in 2014.
3. | Analysis of financial gains and losses and profitability |
ASE's 2014 consolidated financial report shows paid-in capital of NT$ 78,715,179,000, with total equities that belong to the company's clients being NT$ 150,216,952,000, accounting for 45% of the total assets worth NT$ 333,971,460,000. Its long-term funds are 147% of fixed assets and current ratio is 144%. This year's ratios support a relatively better performance than the preceding year. This year's operating profit was NT$ 29,571,257,000, an increase of NT$ 7,526,934,000 and a growth of around 34% from 2013. The after-tax net
19
profit was NT$ 24,222,086,000, an increase of around 50% from the previous year. The overall operation of ASE this year, in both revenue and profitability, has significantly grown from the previous year, with outstanding performance, thanks to the robust macroeconomic recovery and the persistent effort throughout ASE.
4. | R&D Overview |
The constantly advancing information and telecommunication electronic products are the mainstream in the current PC era of the electronics industry throughout the world and set the prelude to a mobile computing era. Under the macro-trend that features universal cloud computing and the Internet of everything, wearable computing has also made its debut. The realization of a smart & better life will further drive multiplied growth in the needs for the said products. System integration during the post Moore's era will rely further on the semiconductor packaging, substrate, and testing industries to realize a high-performance, multi-functional, and low-power heterogeneous integration module that combines system level packaging (SiP) and system on chip (SoC); from a high end to the low end, all applications benefit from the development and grow quickly. ASE will continue to consolidate inter-industrial collaboration by researching and developing the three major core technologies and products combining customer demand and market orientation, namely . advanced packaging/module, copper wire bonding/flip-chip bumps, and moderate to low-pin-count packaging. New products and technologies successfully developed by ASE in 2014 are categorized as follows: (1) flip-chip packaging: 20 nm copper process/ultra-low dielectric coefficient with lead-free flip-chip assembly, selective sealing technology, high-density and high bandwidth stacking and packaging technology, multi-layer fine-line buried coreless wiring substrates. The technology also extends to certification of applications of 20 nm and 28 nm flip chips. (2) wire-bond assembly: development of the application of buried wiring substrates, advanced square flat pin-free packaging test, ultra-fine gap and ultra-thin copper/gold wire bond assembly. The technology also extends to certification of applications of 20 nm and 28 nm wire-bond assembly. (3) wafer assembly: stacked wafer thinning, large-size wafer chip packaging, sensor through silicon vias, integrated passive components, 2.5D through silicon vias stacking application certification, fine pitch tin-silver/copper pillar electroplated bumps and certification of applications. (4) Advanced packaging and module: wireless sensor module packaging, sectional protection against electromagnetic interference, highly integrated multi-modular and multi-frequency 3G telecommunication modules, high-density SiP packaging telecommunication LTE modules, etc.
"Overview of 2015 Business Plan"
1. | Operating policy |
(1) Providing customers with "best-quality" services; (2) creating long-term and steady profits for the company and customers; (3) working together with partners for a promising future; (4) training employees to become outstanding professionals in respective fields; (5) treating all employees "fairly and reasonably"; (6) providing employees with a "harmonious, pleasant, and open" workplace; (7) remaining flexible wherever possible during operation.
2. | Projected sales volume and basis |
In light of current industry dynamics, future market demand and ASE’s capacity, the projected sales volume for 2015 is as follows:
20
Item | Projected Sales | |
Packaging | Approx. 17.6 billion chips | |
Testing | Approx. 2.5 billion chips |
3. | Important production and sales policies |
During the past ten years, ASE successfully secured better 10-year composite annual growth rates in consolidated revenue, semiconductor packaging revenue, electronic contract manufacturing revenue, and group-wide net profits compared to that for the whole semiconductor industry during the same period. Observations from 2010 to 2014 revealed that capital expenditure on packaging machinery and equipment of ASE accounted for around 10% to 12% of its overall capital expenditure on all semiconductor packaging equipment. Given the market share of ASE on the global contract packaging market of 21% to 22%, it is proof of reasonable capital expenditure and efficient management and operation of ASE. The historical growth pattern of ASE will continue in its 2015 operation. The growth trend will continue to be led by the packaging segment; both the market share and system integration will be increased. In addition, as far as the copper wire bond assembly is concerned, by the fourth quarter of 2014, only 37% of integrated device manufacturers switched to the copper process. ASE will continue to develop sales to integrated device manufacturers in the future. Also by the fourth quarter of 2014, system level packaging accounted for around 18% of the overall revenue of ASE; the goal is to increase the portion to 30% in the future. Finally, the operation model combining system level packaging and electronic contract manufacturing business will be the powerful driving force for ASE's growth.
"Future Development Strategy"
While the world enters a data-driven economy era with the Internet of everything topping the list, ASE is being visionary among this future trend by consolidating system level packaging. Besides investing in capacity-related technologies, ASE also proactively explores prospective partners to form a global strategic alliance. Together with its partners, ASE will establish the framework for the Internet of everything system applying group-based strategies to welcome the arrival of data-driven economy. In addition, in the constantly-changing market and environment, we are leading the industry in the development of the latest technology and adoption of new materials and processes to help IC-design customers remain their leading position and come out on top; this is also ASE's mission. Meanwhile, to fulfill its commitment to honoring its corporate social responsibility, ASE started in 2014 to donate at least NT$ 100 million a year and the effort will continue for at least 30 years, that is, a combined value of at least NT$ 3 billion, to the promotion of environmental protection-related tasks in Taiwan. Everyone acts on the belief "fall to rise and never give up" and keeps progressing without stop; this is ASE's underlying spirit.
21
"Impacts from External Competitive, Regulatory and Overall Operating Environments"
Forecast data of multiple research institutes show that the global economy is likely to gradually turn better in the coming year, which is expected to also drive domestic economy at the same time. Continuous and steady recovery is expected of the US economy in 2015. Other favorable factors such as falling international oil prices and relaxed monetary policies adopted by most governments also add new highlights to the economic growth in the coming year. Nevertheless, geopolitical conflicts and the Ebola epidemic in the international society are hidden concerns and have instilled uncertainty to the world economy. As far as the situation in Taiwan is concerned, impacts triggered by the Red Supply Chain storm and the delay in the signing of the Free Trade Agreement and its negotiations are reminding us of dealing with challenges in the future more carefully. The operational breakthroughs made by ASE in 2014 are the accomplishments that everyone within ASE and its business partners should be proud of! We have not only set an important milestone but also laid a solid groundwork for flourishing developments in the future. We were constantly making breakthroughs in sales and setting many new records in 2014. We also depicted an innovative blueprint and vision for the future. In the coming five, ten, and 30 years, however, ASE will be faced with sterner challenges. We can only approach the future with steady steps in an unfavorable environment when we stay together and work hard. Let's hold hands and jointly protect ASE that belongs to us to make it grow further and keep track of the industrial trends in the future to take lead in the next wave of electronic revolution.
Chairman: Jason C.S. Chang President: Richard H.P. Chang Accountant Manager: Hong-Ming Kuo
1 Source: Forecast Analysis: Electronics and Semiconductors, Worldwide, 4Q14 Update, Published: 16 January 2015, Analyst(s): Ganesh Ramamoorthy, Bryan Lewis, Ben Lee, etc.
The Gartner Report(s) described herein, (the "Gartner Report(s)") represent(s) data, research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. ("Gartner"), and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this Filing) and the opinions expressed in the Gartner Report(s) are subject to change without notice.
22
■Attachment 2
Supervisors' Report
The Board of Directors has prepared and submitted the 2014 financial statements, which have been audited and certified by CPAs Chen Zhen-li and Jiang Jia-ling of Deloitte. These, the business report, and other forms including the resolution to distribute earnings have been reviewed by us. We are of the opinion that, in accordance with Article 219 of the Company Act, they correctly portray ASE's business activities and submit this report for your examination.
Advanced Semiconductor Engineering, Inc.
Supervisors: YY Tseng
David Pan
TS Chen
JJ Lee
Jerry Chang
April 8, 2015 |
23
■Attachment 3
Advanced Semiconductor Engineering,
Inc. and Subsidiaries
Consolidated Financial Statements as of December 31,
2013 and 2014 and for the Years Ended December 31,
2012, 2013 and 2014 and Report of Independent
Registered Public Accounting Firm
24
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Advanced Semiconductor Engineering, Inc.
We have audited the accompanying consolidated balance sheets of Advanced Semiconductor Engineering, Inc. (a corporation incorporated under the laws of the Republic of China) and its subsidiaries (collectively, the “Group”) as of December 31, 2013 and 2014, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2014, all expressed in New Taiwan dollars. These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of December 31, 2013 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Our audits also comprehended the translation of New Taiwan dollar amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 4 to the consolidated financial statements. Such U.S. dollar amounts are presented solely for the convenience of the readers.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Group’s internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2015 expressed an unqualified opinion on the Group’s internal control over financial reporting.
/s/ Deloitte & Touche
March 11, 2015
25
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
December 31, 2013 | December 31, 2014 | |||||||||||
ASSETS | NT$ | NT$ | US$ (Note 4) | |||||||||
CURRENT ASSETS | ||||||||||||
Cash and cash equivalents | $ | 45,026,371 | $ | 51,694,410 | $ | 1,635,899 | ||||||
Financial assets at fair value through profit or loss - current | 2,764,269 | 4,988,843 | 157,875 | |||||||||
Available-for-sale financial assets - current | 2,376,970 | 1,533,265 | 48,521 | |||||||||
Trade receivables, net | 43,235,573 | 52,920,810 | 1,674,709 | |||||||||
Other receivables | 422,345 | 537,122 | 16,997 | |||||||||
Current tax assets | 150,596 | 65,312 | 2,067 | |||||||||
Inventories | 16,281,236 | 20,163,093 | 638,072 | |||||||||
Inventories related to real estate business | 18,589,255 | 23,986,478 | 759,066 | |||||||||
Other financial assets - current | 278,375 | 638,592 | 20,209 | |||||||||
Other current assets | 3,051,492 | 3,427,265 | 108,458 | |||||||||
Total current assets | 132,176,482 | 159,955,190 | 5,061,873 | |||||||||
NON-CURRENT ASSETS | ||||||||||||
Available-for-sale financial assets - non-current | 1,140,329 | 941,105 | 29,782 | |||||||||
Investments accounted for using the equity method | 1,205,158 | 1,468,242 | 46,463 | |||||||||
Property, plant and equipment | 131,497,331 | 151,587,115 | 4,797,061 | |||||||||
Goodwill | 10,347,820 | 10,445,415 | 330,551 | |||||||||
Other intangible assets | 1,605,824 | 1,467,871 | 46,452 | |||||||||
Deferred tax assets | 3,684,702 | 4,265,220 | 134,975 | |||||||||
Other financial assets - non-current | 354,993 | 367,345 | 11,625 | |||||||||
Long-term prepayments for lease | 4,072,281 | 2,585,964 | 81,834 | |||||||||
Other non-current assets | 637,163 | 635,350 | 20,106 | |||||||||
Total non-current assets | 154,545,601 | 173,763,627 | 5,498,849 | |||||||||
TOTAL | $ | 286,722,083 | $ | 333,718,817 | $ | 10,560,722 | ||||||
(Continued)
26
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
December 31, 2013 | December 31, 2014 | |||||||||||
LIABILITIES AND EQUITY | NT$ | NT$ | US$ (Note 4) | |||||||||
CURRENT LIABILITIES | ||||||||||||
Short-term borrowings | $ | 44,618,195 | $ | 41,176,033 | $ | 1,303,039 | ||||||
Financial liabilities at fair value through profit or loss - current | 1,853,304 | 2,651,352 | 83,903 | |||||||||
Derivative financial liabilities for hedging - current | 3,310 | — | — | |||||||||
Trade payables | 28,988,976 | 35,411,281 | 1,120,610 | |||||||||
Other payables | 14,758,553 | 22,364,516 | 707,738 | |||||||||
Current tax liabilities | 4,225,390 | 6,630,696 | 209,832 | |||||||||
Advance real estate receipts | 19,248 | 480,325 | 15,200 | |||||||||
Current portion of bonds payable | 731,438 | — | — | |||||||||
Current portion of long-term borrowings | 5,276,206 | 2,831,007 | 89,589 | |||||||||
Other current liabilities | 1,585,177 | 2,134,917 | 67,561 | |||||||||
Total current liabilities | 102,059,797 | 113,680,127 | 3,597,472 | |||||||||
NON-CURRENT LIABILITIES | ||||||||||||
Bonds payable | 20,582,567 | 31,270,131 | 989,561 | |||||||||
Long-term borrowings | 29,580,659 | 24,104,424 | 762,798 | |||||||||
Deferred tax liabilities | 2,663,767 | 3,932,819 | 124,456 | |||||||||
Long-term payables | 894,150 | — | — | |||||||||
Accrued pension liabilities | 4,545,960 | 4,382,530 | 138,688 | |||||||||
Other non-current liabilities | 651,171 | 657,392 | 20,804 | |||||||||
Total non-current liabilities | 58,918,274 | 64,347,296 | 2,036,307 | |||||||||
Total liabilities | 160,978,071 | 178,027,423 | 5,633,779 | |||||||||
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY | ||||||||||||
Share capital | 78,180,258 | 78,715,179 | 2,490,987 | |||||||||
Capital surplus | 7,921,375 | 16,013,980 | 506,772 | |||||||||
Retained earnings | ||||||||||||
Legal reserve | 8,720,971 | 10,289,878 | 325,629 | |||||||||
Special reserve | 3,663,930 | 3,353,938 | 106,137 | |||||||||
Unappropriated earnings | 25,190,778 | 36,000,026 | 1,139,241 | |||||||||
Total retained earnings | 37,575,679 | 49,643,842 | 1,571,007 | |||||||||
Other equity | (102,554 | ) | 5,067,640 | 160,368 | ||||||||
Treasury shares | (1,959,107 | ) | (1,959,107 | ) | (61,997 | ) | ||||||
Equity attributable to owners of the Company | 121,615,651 | 147,481,534 | 4,667,137 | |||||||||
(Continued)
27
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
December 31, 2013 | December 31, 2014 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
NON-CONTROLLING INTERESTS | $ | 4,128,361 | $ | 8,209,860 | $ | 259,806 | ||||||
Total equity | 125,744,012 | 155,691,394 | 4,926,943 | |||||||||
TOTAL | $ | 286,722,083 | $ | 333,718,817 | $ | 10,560,722 |
The accompanying notes are an integral part of the financial statements. | (Concluded) |
28
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands Except Earnings Per Share)
For the Years Ended December 31 | ||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||
NT$ | NT$ | NT$ | US$ (Note 4) | |||||||||||||
OPERATING REVENUES | $ | 193,972,392 | $ | 219,862,446 | $ | 256,591,447 | $ | 8,119,983 | ||||||||
OPERATING COSTS | 157,342,744 | 177,040,435 | 203,002,918 | 6,424,143 | ||||||||||||
GROSS PROFIT | 36,629,648 | 42,822,011 | 53,588,529 | 1,695,840 | ||||||||||||
OPERATING EXPENSES | ||||||||||||||||
Selling and marketing expenses | 2,766,880 | 2,982,789 | 3,438,166 | 108,803 | ||||||||||||
General and administrative expenses | 8,283,264 | 8,712,862 | 10,214,810 | 323,254 | ||||||||||||
Research and development expenses | 7,872,422 | 9,064,712 | 10,289,684 | 325,623 | ||||||||||||
Total operating expenses | 18,922,566 | 20,760,363 | 23,942,660 | 757,680 | ||||||||||||
Other income and expenses | 83,192 | (1,348,246 | ) | 228,615 | 7,235 | |||||||||||
PROFIT FROM OPERATIONS | 17,790,274 | 20,713,402 | 29,874,484 | 945,395 | ||||||||||||
NON-OPERATING INCOME AND EXPENSES | ||||||||||||||||
Other income | 553,088 | 493,884 | 529,251 | 16,749 | ||||||||||||
Other gains and losses | 244,830 | 447,886 | 607,299 | 19,218 | ||||||||||||
Finance costs | (2,042,544 | ) | (2,307,455 | ) | (2,354,097 | ) | (74,497 | ) | ||||||||
Share of the profit or loss of associates | 63,076 | 22,039 | (121,882 | ) | (3,857 | ) | ||||||||||
Total non-operating income and expenses | (1,181,550 | ) | (1,343,646 | ) | (1,339,429 | ) | (42,387 | ) | ||||||||
PROFIT BEFORE INCOME TAX | 16,608,724 | 19,369,756 | 28,535,055 | 903,008 | ||||||||||||
INCOME TAX EXPENSE | 2,960,426 | 3,499,595 | 5,665,954 | 179,302 | ||||||||||||
PROFIT FOR THE YEAR | 13,648,298 | 15,870,161 | 22,869,101 | 723,706 | ||||||||||||
OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||
Items that will not be reclassified subsequently to profit or loss: | ||||||||||||||||
Remeasurement of defined benefit obligation | (818,546 | ) | 412,225 | (28,145 | ) | (891 | ) | |||||||||
Share of other comprehensive income of associates | — | — | (1,031 | ) | (32 | ) |
(Continued)
29
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands Except Earnings Per Share)
For the Years Ended December 31 | ||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||
NT$ | NT$ | NT$ | US$ (Note 4) | |||||||||||||
Income tax relating to items that will not be reclassified subsequently | $ | 140,880 | $ | (66,706 | ) | $ | 23,885 | $ | 756 | |||||||
(677,666 | ) | 345,519 | (5,291 | ) | (167 | ) | ||||||||||
Items that may be reclassified subsequently to profit or loss: | ||||||||||||||||
Exchange differences on translating foreign operations | (3,269,623 | ) | 2,817,268 | 5,405,008 | 171,044 | |||||||||||
Unrealized gain (loss) on available-for-sale financial assets | 16,539 | 14,839 | (133,714 | ) | (4,232 | ) | ||||||||||
Cash flow hedges | 53,755 | 1,245 | 3,279 | 104 | ||||||||||||
Share of other comprehensive income of associates | 55,401 | 55,183 | 235,156 | 7,442 | ||||||||||||
Income tax relating to items that may be reclassified subsequently | (9,138 | ) | (769 | ) | — | — | ||||||||||
(3,153,066 | ) | 2,887,766 | 5,509,729 | 174,358 | ||||||||||||
Other comprehensive income (loss) for the year, net of income tax | (3,830,732 | ) | 3,233,285 | 5,504,438 | 174,191 | |||||||||||
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ | 9,817,566 | $ | 19,103,446 | $ | 28,373,539 | $ | 897,897 | ||||||||
PROFIT FOR THE YEAR ATTRIBUTABLE TO: | ||||||||||||||||
Owners of the Company | $ | 13,191,617 | $ | 15,404,505 | $ | 22,228,602 | $ | 703,437 | ||||||||
Non-controlling interests | 456,681 | 465,656 | 640,499 | 20,269 | ||||||||||||
$ | 13,648,298 | $ | 15,870,161 | $ | 22,869,101 | $ | 723,706 | |||||||||
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO: | ||||||||||||||||
Owners of the Company | $ | 9,420,363 | $ | 18,509,604 | $ | 27,394,362 | $ | 866,910 | ||||||||
Non-controlling interests | 397,203 | 593,842 | 979,177 | 30,987 | ||||||||||||
$ | 9,817,566 | $ | 19,103,446 | $ | 28,373,539 | $ | 897,897 | |||||||||
EARNINGS PER SHARE | ||||||||||||||||
Basic | $ | 1.77 | $ | 2.05 | $ | 2.89 | $ | 0.09 | ||||||||
Diluted | $ | 1.73 | $ | 1.99 | $ | 2.79 | $ | 0.09 | ||||||||
EARNINGS PER AMERICAN DEPOSIT SHARE (“ADS”) | ||||||||||||||||
Basic | $ | 8.86 | $ | 10.26 | $ | 14.46 | $ | 0.46 | ||||||||
Diluted | $ | 8.65 | $ | 9.96 | $ | 13.93 | $ | 0.44 |
The accompanying notes are an integral part of the consolidated financial statements. | (Concluded) |
30
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in Thousands)
Equity Attributable to Owners of the Company | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Capital | Retained Earnings | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Unappropriated | Exchange Differences on Translating Foreign | Unrealized Gain on Available for-sale | Cash Flow | Non-controlling | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
(In Thousands) | Amounts | Capital Surplus | Legal Reserve | Special Reserve | Earnings | Total | Operations | Financial Assets | Hedges | Total | Treasury Shares | Total | Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2012 | 6,755,707 | $ | 67,571,325 | $ | 3,976,014 | $ | 6,039,239 | $ | 1,272,417 | $ | 23,915,690 | $ | 31,227,346 | $ | — | $ | 283,460 | $ | (48,372 | ) | $ | 235,088 | $ | (4,731,741 | ) | $ | 98,278,032 | $ | 1,512,947 | $ | 99,790,979 | |||||||||||||||||||||||||||||
Profit for the year ended December 31, 2012 | — | — | — | — | — | 13,191,617 | 13,191,617 | — | — | — | — | — | 13,191,617 | 456,681 | 13,648,298 | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) for the year ended December 31, 2012, net of income tax | — | — | — | — | — | (677,417 | ) | (677,417 | ) | (3,210,248 | ) | 71,794 | 44,617 | (3,093,837 | ) | — | (3,771,254 | ) | (59,478 | ) | (3,830,732 | ) | ||||||||||||||||||||||||||||||||||||||
Total comprehensive income (loss) for the year ended December 31, 2012 | — | — | — | — | — | 12,514,200 | 12,514,200 | (3,210,248 | ) | 71,794 | 44,617 | (3,093,837 | ) | — | 9,420,363 | 397,203 | 9,817,566 | |||||||||||||||||||||||||||||||||||||||||||
Appropriation of 2011 earnings | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal reserve | — | — | — | 1,372,596 | — | (1,372,596 | ) | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Special reserve | — | — | — | — | (1,272,417 | ) | 1,272,417 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Cash dividends distributed by the Company | — | — | — | — | — | (4,325,284 | ) | (4,325,284 | ) | — | — | — | — | — | (4,325,284 | ) | — | (4,325,284 | ) | |||||||||||||||||||||||||||||||||||||||||
Share dividends distributed by the Company | 931,600 | 9,315,995 | — | — | — | (9,315,995 | ) | (9,315,995 | ) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
931,600 | 9,315,995 | — | 1,372,596 | (1,272,417 | ) | (13,741,458 | ) | (13,641,279 | ) | — | — | — | — | — | (4,325,284 | ) | — | (4,325,284 | ) | |||||||||||||||||||||||||||||||||||||||||
Cash dividends distributed by subsidiaries | — | — | — | — | — | — | — | — | — | — | — | — | — | (22,799 | ) | (22,799 | ) | |||||||||||||||||||||||||||||||||||||||||||
Cancel of treasury shares | (105,475 | ) | (1,054,750 | ) | (1,427,861 | ) | — | — | (290,023 | ) | (290,023 | ) | — | — | — | — | 2,772,634 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Issue of dividends received by subsidiaries from the parent company | — | — | 83,117 | — | — | — | — | — | — | — | — | — | 83,117 | — | 83,117 | |||||||||||||||||||||||||||||||||||||||||||||
Changes in capital surplus from investments in associates accounted for using the equity method | — | — | 1,790 | — | — | — | — | — | — | — | — | — | 1,790 | — | 1,790 | |||||||||||||||||||||||||||||||||||||||||||||
Partial disposal of interests in subsidiaries and additional acquisition of partially-owned subsidiaries | — | — | 2,178,714 | — | — | — | — | — | — | — | — | — | 2,178,714 | 1,443,198 | 3,621,912 | |||||||||||||||||||||||||||||||||||||||||||||
Issue of ordinary shares under employee share options | 20,460 | 215,097 | 462,860 | — | — | — | — | — | — | — | — | — | 677,957 | 175,194 | 853,151 | |||||||||||||||||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2012 | 7,602,292 | 76,047,667 | 5,274,634 | 7,411,835 | — | 22,398,409 | 29,810,244 | (3,210,248 | ) | 355,254 | (3,755 | ) | (2,858,749 | ) | (1,959,107 | ) | 106,314,689 | 3,505,743 | 109,820,432 | |||||||||||||||||||||||||||||||||||||||||
Special reserve under Rule No. 1010012865 issued by the Financial Supervisory Commission) | — | — | — | — | 3,353,938 | (3,353,938 | ) | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Profit for the year ended December 31, 2013 | — | — | — | — | — | 15,404,505 | 15,404,505 | — | — | — | — | — | 15,404,505 | 465,656 | 15,870,161 | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income for the year ended December 31, 2013, net of income tax | — | — | — | — | — | 348,904 | 348,904 | 2,684,727 | 70,992 | 476 | 2,756,195 | — | 3,105,099 | 128,186 | 3,233,285 | |||||||||||||||||||||||||||||||||||||||||||||
Total comprehensive income for the year ended December 31, 2013 | — | — | — | — | — | 15,753,409 | 15,753,409 | 2,684,727 | 70,992 | 476 | 2,756,195 | — | 18,509,604 | 593,842 | 19,103,446 | |||||||||||||||||||||||||||||||||||||||||||||
Issue of ordinary shares for cash | 130,000 | 1,300,000 | 2,093,000 | — | — | — | — | — | — | — | — | — | 3,393,000 | — | 3,393,000 | |||||||||||||||||||||||||||||||||||||||||||||
Appropriation of 2012 earnings | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal reserve | — | — | — | 1,309,136 | — | (1,309,136 | ) | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Special reserve | — | — | — | — | 309,992 | (309,992 | ) | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Cash dividends distributed by the Company | — | — | — | — | — | (7,987,974 | ) | (7,987,974 | ) | — | — | — | — | — | (7,987,974 | ) | — | (7,987,974 | ) | |||||||||||||||||||||||||||||||||||||||||
— | — | — | 1,309,136 | 309,992 | (9,607,102 | ) | (7,987,974 | ) | — | — | — | — | — | (7,987,974 | ) | — | (7,987,974 | ) | ||||||||||||||||||||||||||||||||||||||||||
Cash dividends distributed by subsidiaries | — | — | — | — | — | — | — | — | — | — | — | — | — | (99,597 | ) | (99,597 | ) | |||||||||||||||||||||||||||||||||||||||||||
Issue of dividends received by subsidiaries from the parent company | — | — | 153,097 | — | — | — | — | — | — | — | — | — | 153,097 | — | 153,097 | |||||||||||||||||||||||||||||||||||||||||||||
Partial disposal of interests in subsidiaries and additional acquisition of partially-owned subsidiaries | — | — | (330 | ) | — | — | — | — | — | — | — | — | — | (330 | ) | 27,826 | 27,496 | |||||||||||||||||||||||||||||||||||||||||||
Changes in capital surplus from investments in associates accounted for using the equity method | — | — | 1,457 | — | — | — | — | — | — | — | — | — | 1,457 | — | 1,457 | |||||||||||||||||||||||||||||||||||||||||||||
Issue of ordinary shares under employee share options | 55,535 | 832,591 | 399,517 | — | — | — | — | — | — | — | — | — | 1,232,108 | 100,547 | 1,332,655 | |||||||||||||||||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2013 | 7,787,827 | 78,180,258 | 7,921,375 | 8,720,971 | 3,663,930 | 25,190,778 | 37,575,679 | (525,521 | ) | 426,246 | (3,279 | ) | (102,554 | ) | (1,959,107 | ) | 121,615,651 | 4,128,361 | 125,744,012 | |||||||||||||||||||||||||||||||||||||||||
Profit for the year ended December 31, 2014 | — | — | — | — | — | 22,228,602 | 22,228,602 | — | — | — | — | — | 22,228,602 | 640,499 | 22,869,101 | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) for the year ended December 31, 2014, net of income tax | — | — | — | — | — | (4,434 | ) | (4,434 | ) | 5,066,383 | 100,532 | 3,279 | 5,170,194 | — | 5,165,760 | 338,678 | 5,504,438 | |||||||||||||||||||||||||||||||||||||||||||
(Continued)
31
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in Thousands)
Equity Attributable to Owners of the Company | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange Differences on | Unrealized Gain on | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Capital | Retained Earnings | Translating | Available- | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Unappropriated | Foreign | for-sale | Cash Flow | Non-controlling | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
(In Thousands) | Amounts | Capital Surplus | Legal Reserve | Special Reserve | Earnings | Total | Operations | Financial Assets | Hedges | Total | Treasury Shares | Total | Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
Total comprehensive income for the year ended December 31, 2014 | — | $ | — | $ | — | $ | — | $ | — | $ | 22,224,168 | $ | 22,224,168 | $ | 5,066,383 | $ | 100,532 | $ | 3,279 | $ | 5,170,194 | $ | — | $ | 27,394,362 | $ | 979,177 | $ | 28,373,539 | |||||||||||||||||||||||||||||||
Appropriation of 2013 earnings | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal reserve | — | — | — | 1,568,907 | — | (1,568,907 | ) | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Special reserve | — | — | — | — | (309,992 | ) | 309,992 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Cash dividends distributed by the Company | — | — | — | — | — | (10,156,005 | ) | (10,156,005 | ) | — | — | — | — | — | (10,156,005 | ) | — | (10,156,005 | ) | |||||||||||||||||||||||||||||||||||||||||
— | — | — | 1,568,907 | (309,992 | ) | (11,414,920 | ) | (10,156,005 | ) | — | — | — | — | — | (10,156,005 | ) | — | (10,156,005 | ) | |||||||||||||||||||||||||||||||||||||||||
Issue of dividends received by subsidiaries from the parent company | — | — | 188,790 | — | — | — | — | — | — | — | — | — | 188,790 | — | 188,790 | |||||||||||||||||||||||||||||||||||||||||||||
Partial disposal of interests in subsidiaries and additional acquisition of partially-owned subsidiaries | — | — | 6,876,866 | — | — | — | — | — | — | — | — | — | 6,876,866 | 3,067,712 | 9,944,578 | |||||||||||||||||||||||||||||||||||||||||||||
Changes in capital surplus from investments in associates accounted for using the equity method | — | — | 26,884 | — | — | — | — | — | — | — | — | — | 26,884 | — | 26,884 | |||||||||||||||||||||||||||||||||||||||||||||
Issue of ordinary shares under employee share options | 73,898 | 534,921 | 1,000,065 | — | — | — | — | — | — | — | — | — | 1,534,986 | 120,376 | 1,655,362 | |||||||||||||||||||||||||||||||||||||||||||||
Cash dividends distributed by subsidiaries | — | — | — | — | — | — | — | — | — | — | — | — | — | (85,766 | ) | (85,766 | ) | |||||||||||||||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2014 | 7,861,725 | $ | 78,715,179 | $ | 16,013,980 | $ | 10,289,878 | $ | 3,353,938 | $ | 36,000,026 | $ | 49,643,842 | $ | 4,540,862 | $ | 526,778 | $ | — | $ | 5,067,640 | $ | (1,959,107 | ) | $ | 147,481,534 | $ | 8,209,860 | $ | 155,691,394 | ||||||||||||||||||||||||||||||
US. DOLLARS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2014 | 7,861,725 | $ | 2,490,987 | $ | 506,772 | $ | 325,629 | $ | 106,137 | $ | 1,139,241 | $ | 1,571,007 | $ | 143,698 | $ | 16,670 | $ | — | $ | 160,368 | $ | (61,997 | ) | $ | 4,667,137 | $ | 259,806 | $ | 4,926,943 | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements. | (Concluded) |
32
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
For the Years Ended December 31 | ||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||
NT$ | NT$ | NT$ | US$ (Note 4) | |||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||||
Profit before income tax | $ | 16,608,724 | $ | 19,369,756 | $ | 28,535,055 | $ | 903,008 | ||||||||
Adjustments for: | ||||||||||||||||
Depreciation expense | 22,473,857 | 24,696,607 | 25,805,042 | 816,615 | ||||||||||||
Amortization expense | 962,022 | 774,304 | 545,734 | 17,270 | ||||||||||||
Net (gains) losses on fair value change of financial assets and liabilities at fair value through profit or loss | 717,664 | (795,359 | ) | (1,838,840 | ) | (58,191 | ) | |||||||||
Interest expense | 2,004,315 | 2,257,144 | 2,324,426 | 73,558 | ||||||||||||
Interest income | (322,197 | ) | (212,801 | ) | (243,474 | ) | (7,705 | ) | ||||||||
Dividend income | (66,129 | ) | (131,449 | ) | (101,252 | ) | (3,204 | ) | ||||||||
Compensation cost of employee share options | 537,461 | 260,801 | 110,157 | 3,486 | ||||||||||||
Share of loss (profit) of associates | (63,076 | ) | (22,039 | ) | 121,882 | 3,857 | ||||||||||
Impairment loss recognized on financial assets | 23,693 | 196,325 | 28,421 | 899 | ||||||||||||
Impairment loss recognized on non-financial assets | 592,972 | 949,015 | 899,480 | 28,465 | ||||||||||||
(Reversal of) compensation cost for the settlement of legal claims | — | 894,150 | (91,305 | ) | (2,889 | ) | ||||||||||
Others | (263,456 | ) | 451,240 | 1,808,677 | 57,236 | |||||||||||
Changes in operating assets and liabilities | ||||||||||||||||
Financial assets held for trading | 871,970 | 1,122,280 | 823,313 | 26,054 | ||||||||||||
Trade receivables | (6,683,680 | ) | (5,767,254 | ) | (9,703,070 | ) | (307,059 | ) | ||||||||
Other receivables | 252,044 | (6,540 | ) | (8,625 | ) | (273 | ) | |||||||||
Inventories | (2,434,715 | ) | (3,241,115 | ) | (8,208,824 | ) | (259,773 | ) | ||||||||
Other current assets | (543,304 | ) | (108,425 | ) | 102,353 | 3,239 | ||||||||||
Financial liabilities held for trading | (805,635 | ) | (1,011,975 | ) | (835,779 | ) | (26,449 | ) | ||||||||
Trade payables | 2,992,599 | 4,722,462 | 6,422,305 | 203,238 | ||||||||||||
Other payables | (96,222 | ) | 1,068,223 | 3,045,452 | 96,375 | |||||||||||
Other current liabilities | 738,146 | 2,796 | 703,764 | 22,271 | ||||||||||||
Other operating activities items | (695,839 | ) | (191,631 | ) | (187,727 | ) | (5,941 | ) | ||||||||
36,801,214 | 45,276,515 | 50,057,165 | 1,584,087 | |||||||||||||
Interest received | 337,819 | 182,164 | 233,457 | 7,388 | ||||||||||||
Dividend received | 121,033 | 176,058 | 101,252 | 3,204 | ||||||||||||
Interest paid | (2,140,357 | ) | (2,200,143 | ) | (2,065,244 | ) | (65,356 | ) | ||||||||
Income tax paid | (2,081,690 | ) | (2,138,639 | ) | (2,463,153 | ) | (77,947 | ) | ||||||||
Net cash generated from operating activities | 33,038,019 | 41,295,955 | 45,863,477 | 1,451,376 | ||||||||||||
(Continued)
33
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
For the Years Ended December 31 | ||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||
NT$ | NT$ | NT$ | US$ (Note 4) | |||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||||
Purchase of financial assets designated as at fair value through profit or loss | $ | (11,624,529 | ) | $ | (53,135,894 | ) | $ | (108,958,658 | ) | $ | (3,448,059 | ) | ||||
Proceeds from disposal of financial assets designated as at fair value through profit or loss | 7,788,016 | 55,032,536 | 109,825,159 | 3,475,480 | ||||||||||||
Purchase of available-for-sale financial assets | (891,233 | ) | (3,474,152 | ) | (3,565,428 | ) | (112,830 | ) | ||||||||
Proceeds on sale of available-for-sale financial assets | 824,343 | 1,093,408 | 4,388,130 | 138,865 | ||||||||||||
Cash received from return of capital by available-for-sale financial assets | 34,598 | 27,368 | 20,411 | 646 | ||||||||||||
Purchase of held-to-maturity financial assets | — | (88,169 | ) | — | — | |||||||||||
Proceeds on sale of held-to-maturity financial assets | — | 73,716 | — | — | ||||||||||||
Purchase of Investments accounted for using the equity method | — | — | (100,000 | ) | (3,165 | ) | ||||||||||
Net cash outflow on acquisition of subsidiaries | (261,607 | ) | (250,387 | ) | — | — | ||||||||||
Payments for property, plant and equipment | (39,029,496 | ) | (29,142,719 | ) | (39,598,964 | ) | (1,253,132 | ) | ||||||||
Proceeds from disposal of property, plant and equipment | 484,800 | 351,546 | 421,207 | 13,329 | ||||||||||||
Payments for intangible assets | (445,951 | ) | (313,110 | ) | (396,466 | ) | (12,546 | ) | ||||||||
Proceeds from disposal of intangible assets | 4,309 | — | — | — | ||||||||||||
Decrease in other financial assets | 217,468 | 4,513 | (372,569 | ) | (11,790 | ) | ||||||||||
Increase in other non-current assets | (918,566 | ) | (104,499 | ) | (480,711 | ) | (15,212 | ) | ||||||||
Net cash used in investing activities | (43,817,848 | ) | (29,925,843 | ) | (38,817,889 | ) | (1,228,414 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||||
Net proceeds from (repayment of) short-term borrowings | 13,919,793 | 7,051,874 | (3,442,162 | ) | (108,929 | ) | ||||||||||
Proceeds from issue of bonds | — | 11,900,051 | 8,888,562 | 281,284 | ||||||||||||
Repayment of bonds | — | — | (729,790 | ) | (23,095 | ) | ||||||||||
Proceeds from long-term borrowings | 13,840,778 | 28,715,694 | 32,030,868 | 1,013,635 | ||||||||||||
Repayment of long-term borrowings | (18,969,491 | ) | (31,382,333 | ) | (40,978,403 | ) | (1,296,785 | ) | ||||||||
Dividends paid | (4,242,167 | ) | (7,834,877 | ) | (9,967,215 | ) | (315,418 | ) | ||||||||
Proceeds from issue of ordinary shares | — | 3,393,000 | — | — | ||||||||||||
Proceeds from exercise of employee share options | 315,690 | 1,071,854 | 1,498,343 | 47,416 | ||||||||||||
Increase (decrease) in non-controlling interests | 3,602,439 | (72,101 | ) | 9,905,673 | 313,470 | |||||||||||
Other financing activities items | (11,287 | ) | (48,291 | ) | (2,879 | ) | (91 | ) |
(Continued)
34
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
For the Years Ended December 31 | ||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||
NT$ | NT$ | NT$ | US$ (Note 4) | |||||||||||||
Net cash generated from (used in) financing activities | $ | 8,455,755 | $ | 12,794,871 | $ | (2,797,003 | ) | $ | (88,513 | ) | ||||||
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | (1,649,455 | ) | 867,872 | 2,419,454 | 76,565 | |||||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (3,973,529 | ) | 25,032,855 | 6,668,039 | 211,014 | |||||||||||
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 23,967,045 | 19,993,516 | 45,026,371 | 1,424,885 | ||||||||||||
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ | 19,993,516 | $ | 45,026,371 | $ | 51,694,410 | $ | 1,635,899 |
The accompanying notes are an integral part of the consolidated financial statements. | (Concluded) |
35
Advanced Semiconductor Engineering,
Inc.
Financial Statements for the
Years Ended December 31, 2014 and 2013 and
Independent Auditors’ Report
36
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, 2014 and 2013, and the related statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2014 and 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013, and its financial performance and its cash flows for the years ended December 31, 2014 and 2013, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
The accompanying schedules of major accounting items of the Company as of and for the year ended December 31, 2014 are presented for the purpose of additional analysis. Such schedules have been subjected to the auditing procedures described in the second paragraph. In our opinion, such schedules are consistent, in all material respects, with the financial statements required to in the first paragraph.
/s/ Deloitte & Touche
February 26, 2015
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance 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 applied in the Republic of China.
For the convenience of readers, the independent 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 independent auditors’ report and financial statements shall prevail.
37
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
BALANCE SHEETS
DECEMBER 31, 2014 AND 2013
(In Thousands of New Taiwan Dollars)
December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
ASSETS | Amount | % | Amount | % | LIABILITIES AND STOCKHOLDERS’ EQUITY | Amount | % | Amount | % | |||||||||||||||||||||||||
CURRENT ASSETS | CURRENT LIABILITIES | |||||||||||||||||||||||||||||||||
Cash | $ | 11,254,517 | 4 | $ | 14,959,268 | 7 | Short-term borrowings | $ | 11,636,241 | 4 | $ | 11,721,924 | 5 | |||||||||||||||||||||
Financial assets at fair value through profit or loss - | Financial liabilities at fair value through profit or | |||||||||||||||||||||||||||||||||
current | 1,990,183 | 1 | 302,273 | — | loss - current | 2,540,418 | 1 | 1,793,652 | 1 | |||||||||||||||||||||||||
Available-for-sale financial assets - current | 400,007 | — | 2,312,147 | 1 | Trade payables | 6,965,763 | 3 | 6,239,588 | 3 | |||||||||||||||||||||||||
Trade receivables, net | 16,473,504 | 6 | 12,061,441 | 6 | Trade payables to related parties | 1,223,750 | — | 1,074,901 | 1 | |||||||||||||||||||||||||
Trade receivables from related parties | 5,082,423 | 2 | 2,418,651 | 1 | Other payables | 12,352,075 | 5 | 7,941,207 | 4 | |||||||||||||||||||||||||
Other receivables | 1,414,007 | 1 | 962,907 | — | Other payables to related parties | 30,653,624 | 12 | 18,107,805 | 8 | |||||||||||||||||||||||||
Other receivables from related parties | 36,699 | — | 46,202 | — | Current tax liabilities | 1,617,605 | 1 | 803,419 | — | |||||||||||||||||||||||||
Inventories | 4,323,668 | 2 | 3,642,616 | 2 | Current portion of long-term borrowings | 1,085,143 | — | 1,028,571 | — | |||||||||||||||||||||||||
Other current assets | 508,010 | — | 303,545 | — | Other current liabilities | 493,126 | — | 448,069 | — | |||||||||||||||||||||||||
Total current assets | 41,483,018 | 16 | 37,009,050 | 17 | Total current liabilities | 68,567,745 | 26 | 49,159,136 | 22 | |||||||||||||||||||||||||
NON - CURRENT ASSETS | NON-CURRENT LIABILITIES | |||||||||||||||||||||||||||||||||
Available-for-sale financial assets - non-current | 542,147 | — | 592,557 | — | Bonds payable | 19,270,613 | 8 | 18,152,195 | 8 | |||||||||||||||||||||||||
Investments accounted for using the equity method | 139,054,506 | 53 | 118,011,718 | 53 | Long-term borrowings | 18,355,554 | 7 | 25,787,145 | 12 | |||||||||||||||||||||||||
Property, plant and equipment | 77,640,995 | 30 | 63,122,172 | 29 | Deferred tax liabilities | 2,897,155 | 1 | 1,892,418 | 1 | |||||||||||||||||||||||||
Goodwill | 958,620 | — | 958,620 | — | Long-term payables | — | — | 894,150 | — | |||||||||||||||||||||||||
Other intangible assets | 486,192 | — | 393,759 | — | Accrued pension liabilities | 2,419,189 | 1 | 2,488,363 | 1 | |||||||||||||||||||||||||
Deferred tax assets | 1,020,403 | 1 | 1,019,230 | 1 | Other non-current liabilities | 1,517 | — | 19,783 | — | |||||||||||||||||||||||||
Other financial assets - non-current | 215,784 | — | 214,803 | — | ||||||||||||||||||||||||||||||
Long-term prepayments for lease | 195,879 | — | 19,141 | — | Total non-current liabilities | 42,944,028 | 17 | 49,234,054 | 22 | |||||||||||||||||||||||||
Other non-current assets | 131,181 | — | 72,761 | — | ||||||||||||||||||||||||||||||
Total liabilities | 111,511,773 | 43 | 98,393,190 | 44 | ||||||||||||||||||||||||||||||
Total non-current assets | 220,245,707 | 84 | 184,404,761 | 83 | ||||||||||||||||||||||||||||||
EQUITY | ||||||||||||||||||||||||||||||||||
Share capital | ||||||||||||||||||||||||||||||||||
Ordinary shares | 78,525,378 | 30 | 77,560,040 | 35 | ||||||||||||||||||||||||||||||
Capital received in advance | 189,801 | — | 620,218 | — | ||||||||||||||||||||||||||||||
Total share capital | 78,715,179 | 30 | 78,180,258 | 35 | ||||||||||||||||||||||||||||||
Capital surplus | 15,995,671 | 6 | 7,908,870 | 4 | ||||||||||||||||||||||||||||||
Retained earnings | ||||||||||||||||||||||||||||||||||
Legal reserve | 10,289,878 | 4 | 8,720,971 | 4 | ||||||||||||||||||||||||||||||
Special reserve | 3,353,938 | 1 | 3,663,930 | 2 | ||||||||||||||||||||||||||||||
Unappropriated earnings | 38,753,462 | 15 | 26,608,253 | 12 | ||||||||||||||||||||||||||||||
Total retained earnings | 52,397,278 | 20 | 38,993,154 | 18 | ||||||||||||||||||||||||||||||
Other euqity | 5,067,931 | 2 | (102,554 | ) | — | |||||||||||||||||||||||||||||
Treasury shares | (1,959,107 | ) | (1 | ) | (1,959,107 | ) | (1 | ) | ||||||||||||||||||||||||||
Total equity | 150,216,952 | 57 | 123,020,621 | 56 | ||||||||||||||||||||||||||||||
TOTAL | $ | 261,728,725 | 100 | $ | 221,413,811 | 100 | TOTAL | $ | 261,728,725 | 100 | $ | 221,413,811 | 100 |
38
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2014 AND 2013
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2014 | 2013 | |||||||||||||||
Amount | % | Amount | % | |||||||||||||
OPERATING REVENUE | $ | 96,678,100 | 100 | $ | 82,329,117 | 100 | ||||||||||
OPERATING COSTS | 67,316,934 | 70 | 60,064,369 | 73 | ||||||||||||
GROSS PROFIT | 29,361,166 | 30 | 22,264,748 | 27 | ||||||||||||
OPERATING EXPENSES | ||||||||||||||||
Selling and marketing expenses | 1,110,116 | 1 | 903,186 | 1 | ||||||||||||
General and administrative expenses | 4,522,027 | 5 | 3,561,931 | 4 | ||||||||||||
Research and development expenses | 5,472,965 | 5 | 4,862,834 | 6 | ||||||||||||
Total operating expenses | 11,105,108 | 11 | 9,327,951 | 11 | ||||||||||||
PROFIT FROM OPERATIONS | 18,256,058 | 19 | 12,936,797 | 16 | ||||||||||||
NON-OPERATING INCOME AND EXPENSES | ||||||||||||||||
Other income | 114,369 | — | 116,525 | — | ||||||||||||
Other gains and losses | 8,043 | — | (403,734 | ) | (1 | ) | ||||||||||
Finance costs | (1,001,974 | ) | (1 | ) | (817,169 | ) | (1 | ) | ||||||||
Share of the profit of subsidiaries and associates | 8,736,876 | 9 | 5,562,724 | 7 | ||||||||||||
Total non-operating income and expenses | 7,857,314 | 8 | 4,458,346 | 5 | ||||||||||||
PROFIT BEFORE INCOME TAX | 26,113,372 | 27 | 17,395,143 | 21 | ||||||||||||
INCOME TAX EXPENSE | 2,520,705 | 2 | 1,706,069 | 2 | ||||||||||||
PROFIT FOR THE YEAR | 23,592,667 | 25 | 15,689,074 | 19 | ||||||||||||
OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||
Unrealized gain on available-for-sale financial assets | 2,376 | — | 42,254 | — | ||||||||||||
Cash flow hedges | — | — | 4,524 | — | ||||||||||||
Share of other comprehensive income of subsidiaries and associates | 5,149,012 | 5 | 2,855,480 | 4 | ||||||||||||
Remeasurement of defined benefit obligation | (16,194 | ) | — | 251,036 | — | |||||||||||
Income tax relating to the components of other comprehensive income or loss | 2,753 | — | (43,445 | ) | — | |||||||||||
Other comprehensive income for the year, net of income tax | 5,137,947 | 5 | 3,109,849 | 4 | ||||||||||||
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ | 28,730,614 | 30 | $ | 18,798,923 | 23 | ||||||||||
EARNINGS PER SHARE | ||||||||||||||||
Basic | $ | 3.07 | $ | 2.09 | ||||||||||||
Diluted | $ | 2.95 | $ | 2.03 |
39
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2014 AND 2013
(In Thousands of New Taiwan Dollars)
Other Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange | Unrealized | |||||||||||||||||||||||||||||||||||||||||||||||||||
Differences on | Gain on | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share Capital | Retained Earnings | Translating | Available-for- |