FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

August 15, 2017

 

Commission File Number 001-16125
Advanced Semiconductor Engineering, Inc.
( Exact name of Registrant as specified in its charter)
26 Chin Third Road  Nantze Export Processing Zone  Kaoshiung, Taiwan  Republic of China
(Address of principal executive offices)

 

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

 

Form 20-F  ☒       Form 40-F ☐

 

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

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ☐         No ☒

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

Not applicable

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		ADVANCED SEMICONDUCTOR ENGINEERING, INC.
Date: August 15, 2017	By:	/s/ Joseph Tung
	Name:	Joseph Tung
	Title:	Chief Financial Officer

 

 

 

 

Minutes

Of

2017 Annual Shareholders' Meeting

Of

Advanced Semiconductor Engineering, Inc.

(Translation)

 

1 、

Time : 10:00AM, Wednesday, June 28, 2017

 

2 、

Venue : Zhuang Jing Auditorium, 600 Jiachang Rd., Nantz Processing Export Zone, Nantz District, Kaohsiung City

 

3 、

Attendee :

(1)  Representative of Juristic-person Director, ASE Enterprises Ltd. : Tien Wu, Joseph Tung, Raymond Lo and Jeffrey Chen

 

(2)  Independent Directors : Mei-Yueh Ho

 

(3)  Lawyer : Alex Chiang and T.C. Chang ; CPA : Jane Chen

 

(4)  Total shares represented by shareholders and proxy present 6,961,641,456 shares(including exercised by way of electronic transmission 4,350,368,268 shares) is 85.79% of total outstanding shares of ASE 8,114,595,090 shares (excluding the shareholders who had no voting right stipulated in Company Law)

 

4 、

Chairperson's Remarks : (To be omitted)

 

5 、

Status Report

 

(1) ASE 2016 Business Report (See Attachment 1)

 

(2) Report by Audit Committee on review of the 2016 Financial Statements. (See Attachment 2)

 

(3) Report of ASE's aggregate amount of endorsements, guarantees, and loans extended to others as of December 31, 2016.

 

(4) Report on the 2016 distribution of employees' compensation and remuneration to directors.

 

(5) Report on the BOD's implementation of the privately placed foreign convertible corporate bonds passed in the 2016 shareholders' general meeting.

 

(6) Report on the Company's unsecured corporate bonds issued domestically.

 

6、

Matters for Ratification

 

Case 1 (proposed by the Board of Directors)

 

Proposal:

Ratification of ASE's 2016 business report and final financial statements. Please ratify.

 

 

Explanation:	1、The Company's 2016 financial statements have been audited and certified by Deloitte & Touche.   2、Please ratify the 2016 Business Report (see Attachment 1) and Financial Statements (see Attachment 3).
Resolution:	Voting results: Ratify 5,941,239,858 shares (including exercised by way of electronic transmission 3,332,266,960 shares); Oppose 220,855 shares (including exercised by way of electronic transmission 220,855 shares); Abstain from voting 1,020,045,421 shares (including exercised by way of electronic transmission 1,017,880,453 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 2016 proposal for earnings distribution.

 

Explanation:1.

The Board of Directors has drafted ASE's 2016 proposal for surplus distribution as shown in the table below in accordance with ASE's Articles of Incorporation for your ratification.

 

Advanced Semiconductor Engineering, Inc.

 

2016 earnings distribution proposal

 

	Unit: NT$
Item	Amount
Earnings carried over from the previous year	25,756,319,964
Subtract: Retained earnings adjusted retroactively in         accordance with IFRS.	281,357,000
Subtract: Retained earnings adjustments recognized under Equity Method.	5,884,153
Subtract: Actuarial losses allocated to retained earnings	402,184,136
Add: Current year gross profit	21,680,339,074
Subtract: Provision for 10% statutory surplus reserve	2,168,033,907
Current year earnings to be distributed	44,579,199,842
Items for distribution:
Dividends (Note 1)	11,415,197,564
Current year retained earnings	33,164,002,278

 

Chairman: Jason C.S.

Chang Manager: Richard H.P. Chang

Accountant Manager: Hong-Ming Kuo

 

Note 1:

A total of NT$11,415,197,564 is distributed as dividends, i.e. NT$1.4 per share, all of which will be distributed in cash. The above distribution of

 

 

dividends to shareholders and the cash distribution rates are calculated based on the number (8,153,712,546) of shares recorded in the Register of Shareholders as of March 28, 2017 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, such event affecting the cash distribution rate of the shareholders' bonus, and thus requiring adjustment of distribution of dividends, the management will request that the Shareholders' Meeting authorize the Chairman to handle the situation in his discretion 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 Shareholder's Meeting.

 

Resolution:

Voting results: Ratify 5,970,263,208 shares (including exercised by way of electronic transmission 3,361,149,392 shares); Oppose 537,429 shares (including exercised by way of electronic transmission 537,429 shares); Abstain from voting 990,837,932 shares (including exercised by way of electronic transmission 988,681,447 shares). Resolved, that the above proposal be and hereby was approved as proposed.

 

7、

Matters for Discussion

 

Case 1 (proposed by the Board of Directors)

 

Proposal:

Please discuss the revised version of the Procedure for Regulations Governing the Acquisition or Disposal of Assets.

 

Explanation:

1. In response to the amendment of the Criteria for Handling Acquisition and Disposal of Assets by Public Companies released by the Financial Supervisory Commission on February 9, 2017, the Company's board of directors approved the amendment of part of the Company's Regulations Governing the Acquisition or Disposal of Assets by a resolution on March 30, 2017.   2. Your approval of the comparison of Revised Articles of the Regulations Governing the Acquisition or Disposal of Assets before and after revisions as shown in attachment 4 is requested.

 

 

Resolution:

Voting results: Ratify 5,965,592,570 shares (including exercised by way of electronic transmission 3,356,619,672 shares); Oppose 407,378 shares (including exercised by way of electronic transmission 266,460 shares); Abstain from voting 995,641,508 shares (including exercised by way of electronic transmission 993,482,136 shares).  Resolved, that the above proposal be and hereby was approved as proposed.

  

8、

Other Proposals and Extempore Motions：None.

 

9、

Meeting Ends ：Wednesday, June 28, 2017 at 10:33 a.m.

 

 

Attachment 1 

 

 

Advanced Semiconductor Engineering, Inc.

Business Report

 

The first half of 2016 remained weak as expected, with developed economies possessing inadequate momentum for recovery. As a result growth of emerging markets had slowed significantly. Fortunately the second half of the year showed positive signs and outlook appeared to be more positive. The semiconductor industry attained double-digit growth rate during the third quarter in large part because of consumption of its inventory. It looks set to have finally emerged from doldrums. According to statistics by Gartner¹, sales for the semiconductor industry in 2016 were USD 339.7 billion, a growth of 1.5% over 2015. Gartner also projected global semiconductor sales in 2017 at USD 364.1 billion, a growth of 7.2% over 2016.

 

According to the report of the IEK ITIS Project, the IC packaging and testing industry in Taiwan produced output of NT$ 463.8 billion in 2016, a growth of about 5.1% from 2015. Output of the packaging industry amounted to NT$ 323.8 billion, a growth of 4.5% from 2015. Output of the testing industry amounted to NT$140.0 billion, a growth of 6.5% compared to 2015. The following is our report on the Company's operation for the past year:

 

"2016 Operating Results"

 

1.

Implementation of the 2016 business plan

 

ASE's consolidated revenue for 2016 totaled NT$ 274.9 billion, a decrease of about NT$8.4 billion, or a decline of about 3% from 2015. With respect to the company's semiconductor packaging and testing operations. Consolidated operating revenue for 2016 was NT$173.9 billion (including inter-division revenue of NT$14.4 billion). This was a increase of about NT$11.5 billion over that in 2015 (growth of about 7%). The main reasons for the increase are increasing trend of outsourcing of semiconductor packaging services and improvement in the company's productivity. Furthermore with respect to the Group's OEM services, consolidated revenue for 2016 was NT$163.1 billion (including inter-division revenue of NT$47.7 billion). This was a decline of about NT$33.6 billion, or 17.1%. Nevertheless, gross profit margin for electronics OEM services grew from 7.5% in 2015 to 9.8% in 2016.

 

2.

Budget Implementation

 

ASE did not release any financial forecast in 2016.

 

3.

Analysis of financial gains and losses and profitability

 

The company's 2016 consolidated financial statements show that its paid-up capital was NT$79.6 billion, while total owner's equity amounted to NT$157.4 billion, constituting 44% of total assets (NT$357.9 billion); Long-term funds to fixed assets was 169% while current ratio was 136.7%. As such the company's financial ratios for the current year were comparable to those for the previous year. Gross profit margin of the Group at 19.4% was better than that in 2015 (17.7%). Net operating profit was NT$26.7 billion, an increase of NT$1.8 billion in 2015, showing a growth of about 7.2%. Net profit attributed to the company's owner was NT$21.7 billion, an increase of NT$2.5 billion in the previous year, or a growth of about 13%. Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA) as shown in the consolidated financial statements rose about 4.3% over those in 2015. As such the company's profitability in 2016 was better than that in 2015.

 

4.

R&D Overview

 

With the proliferation of PC and mobile devices, system-on-chip has entered a phase of maturity in line with Moore's Law which has been the driving force for efficiency in global micro-electronics and semiconductor industries. As the effect of Internet-of-Things (IoT) becomes ubiquitous in algorithms, the industry chain has been sparing no effort in moving towards higher value systems. This has in turn highlighted the importance of system innovation and integration for heterogeneous chips. As a result strengthening of functional integration and 'micronization' technology are being developed in tandem in order to create smart, networked environment and devices that are more effective, thereby enabling users to enjoy smarter, more convenient lifestyle. Key technological platforms being built by the company on a sustained basis are as follows: Packaging/module of advance systems and packaging of flip-chip bumps/brazing wire and mid- to low-pin counts etc., with key products and technologies successfully developed in 2016 being classified as follows: (1) Flip-chip packaging: Verification of 10nm copper production technology process, flip-chip packaging applications for 14/16nm copper production process/ultra-low dielectric chip, double-side packaging glue protection technology; (2) Wire-bond assembly: Ball-grid array packaging for silver-alloy wires and composite flip-chip, applications for embedded PCB, copper/gold brazing wire for ultra-fine pitch and stubs technology, with verification of applications extended to 20/28nm technology. (3) wafer assembly: Advanced fan-out wafer-level packaging (FOWLP) aWLP-11 (InFO-like structure), introduction of new 2.5 through silicon via (TSV) and stacking products, packaging of micro-mechanical and electrical exposed die and balling, integrated packaging of passive components such as TSV glass base board/stacked brazing wires, fine pitch tin-silver/copper pillar electroplated wafer bumping and 15-micron TSV filling technology. (4) Advanced packaging and module: High-density SiP packaging 4G communication module, compartmental shielding technology, selective sectional packaging and gluing technology and double-sided sectional packaging and gluing technology.

 

"Overview of 2017 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 their respective fields; (5) treating all employees "fairly and reasonably"; (6) providing employees with a "harmonious, pleasant, and open" workplace; and (7) remaining flexible wherever possible during operation.

 

2.

Projected sales volume and basis

 

In the light of current industry dynamics, future market demand and ASE's production capacity, the projected sales volume for 2017 is as follows:

 

Item	Projected Sales
Packaging	Approx. 18.5 billion
Testing	Approx. 2.3 billion

 

 

 

3.

Important production and sales policies

 

Looking back on 2016, the growth rate for the company's packaging and testing revenue is 3.9%, about 2 times that of the semiconductor industry. The main reasons for such growth are as follows: In addition to increasing trend of outsourcing packaging services and growth in the company's productivity, the company's R&D efforts in flip-chip packaging, wafer bumping and wafers are also important reasons for growth. We believe that they will experience high growth in 2017. At the same time the company will continue to expand into technologies such as FOWLP, copper pillar bps packaging and embedded PCB etc. while also expanding its production capacity for panel-level FOWLP such as to shift advanced packaging technology from wafer-level to panel-level. The trend for low and high efficiency as well as high level of integration is an unchanged principle. We believe that the market will continue to improve in 2017. As such the company will devote greater attention to overall profitability and invest more funds into technology R&D and improvements. Furthermore, system in package (SiP) remains to be a major issue deserving our attention. The company will continue to provide diversified options for SiP products, markets and customers. It is only through sustained R&D and innovation can the company obtains first-mover advantage in a competitive market.

 

Future Development Strategy

 

In the long term, the main driving forces for global semiconductor industry are population, lifestyle and new efficiency. Although Taiwan's GDP constitutes only 0.7% of global GDP, it has captured as much as 56.6% of total packaging and testing market and Taiwan's semiconductor industry makes up 22% of the global industry. It is therefore obvious that Taiwan's semiconductor industry has obtained the trust of global partners. The industry has also created new values as well as new business model. The company continues to focus on technological innovation, and increase its investments in R&D and capital expenses. It aims to create sufficient room for profit growth through enhancing innovation and overall economic scale in order for it to continue to grow. The greatest consideration for the company's merger with Siliconware Precision Industries was “innovation”. In addition, purposeful division of labor allows each of us to devote our efforts to our specialization, thus improving overall efficiency. The semiconductor industry is a globally-competitive industry. Therefore it is imperative to achieve virtuous cycle for the industry is to consolidate resources to increase efficiency as well as reduce cost before giving back the benefits to customers, while also reducing repetitive investments such that greater resources can be directed to development and innovative R&D, with customers receiving better technology and services as a result.

 

Impact of Competitive, Regulatory and Operating Environments

 

For 2017 the majority of research and forecasting institutions hold a cautious outlook. America's political direction after its presidential election will no doubt be a key factor for global economic growth. If the U.S. is able to successfully reinvigorate its domestic demand, other nations will surely also benefit as a result. In the case of China it is expected that its government will continue to implement overall adjustment and control policies. As a result China's economic structure should move towards set targets. However a trend of low growth looks inevitable. Apart from the above, the global economy looks to face uncertainties such as interest rate increase by the U.S., risk of debt default by emerging markets and emergence of trade protectionism etc. Changes in Taiwan's laws and regulations to improvement in labor conditions

and emergence of greater awareness for environmental protection have caused the company to spend greater effort in achieving a balance between business performance and an enterprise with no social burden. The coming years appear to remain challenging. Despite this the company will continue to renew itself to keep up with the times.

 

 

Chairman: Jason C.S. Chang

President: Richard H.P. Chang

Accounting Manager: Hong-Ming Kuo

 

 

1. Source: Forecast Analysis: Electronics and Semiconductors, Worldwide, 4Q16 Update, Published: 13 January 2017, Analyst(s): Ganesh Ramamoorthy, Jon Erensen, Andrew Norwood, Adriana Blanco, Amy Teng, Ben Lee, Joseph Unsworth, Masatsune Yamaji

 

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 Annual Report) and the opinions expressed in the Gartner Report(s) are subject to change without notice.

 

Attachment 2

 

Audit Committee Report

 

The Board of Directors has prepared and submitted the 2016 business report, financial statements, and earnings distribution proposal, of which the financial statements have been audited by Deloitte. These have been reviewed by the Audit Committee as correctly portraying ASE's business activities. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is submitted for shareholder's examination.

 

 

 

 

 

Advanced Semiconductor Engineering, Inc.

 

 

 

 

 

Audit Committee convener : Shen-Fu You

 

 

 

March 30, 2017

 

 

Attachment 3

 

 

  

 

 

 

	Advanced Semiconductor Engineering, Inc. and Subsidiaries
	Consolidated Financial Statements as of December 31, 2015 and 2016 and for the Years Ended December 31, 2014, 2015 and 2016 and
	Reports of Independent Registered Public
	Accounting Firms

 

 

 

 

 

 

ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands)

 

		December 31,
		2015				December 31,
ASSETS		(Adjusted)				2016
		NT$				NT$				US$
CURRENT ASSETS
Cash and cash equivalents		$	55,251,181			$	38,392,524			$	1,184,954
Financial assets at fair value through profit or loss -
current			3,833,701				3,069,812				94,747
Available-for-sale financial assets - current			30,344				266,696				8,231
Trade receivables, net			44,931,487				51,145,557				1,578,567
Other receivables			429,541				665,480				20,540
Current tax assets			168,717				471,752				14,560
Inventories			23,258,279				21,438,062				661,669
Inventories related to real estate business			25,713,538				24,187,515				746,528
Other financial assets - current			301,999				558,686				17,243
Other current assets			2,814,053				2,593,575				80,049
Total current assets			156,732,840				142,789,659				4,407,088
NON-CURRENT ASSETS
Available-for-sale financial assets - non-current			924,362				1,028,338				31,739
Investments accounted for using the equity
method			37,122,244				49,832,993				1,538,055
Property, plant and equipment			149,997,075				143,880,241				4,440,748
Goodwill			10,506,519				10,558,878				325,891
Other intangible assets			1,382,093				1,560,989				48,179
Deferred tax assets			5,156,515				4,536,924				140,029
Other financial assets - non-current			345,672				1,320,381				40,753
Long-term prepayments for lease			2,556,156				2,237,033				69,044
Other non-current assets			263,416				205,740				6,350
Total non-current assets			208,254,052				215,161,517				6,640,788
TOTAL		$	364,986,892			$	357,951,176			$	11,047,876

 

(Continued)

 

 

ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands)

		December 31,
		2015				December 31,
LIABILITIES AND EQUITY		(Adjusted)				2016
		NT$				NT$				US$
CURRENT LIABILITIES
Short-term borrowings		$	32,635,321			$	20,955,522			$	646,775
Short-term bills payable			4,348,054				—				—
Financial liabilities at fair value through profit or
loss - current			3,005,726				1,763,660				54,434
Trade payables			34,138,564				35,803,984				1,105,061
Other payables			19,194,818				21,522,034				664,260
Current tax liabilities			6,746,022				6,846,350				211,307
Advance real estate receipts			2,703,706				60,550				1,869
Current portion of bonds payable			14,685,866				9,658,346				298,097
Current portion of long-term borrowings			2,057,465				6,567,565				202,703
Other current liabilities			3,180,767				3,791,563				117,024
Total current liabilities			122,696,309				106,969,574				3,301,530
NON-CURRENT LIABILITIES
Bonds payable			23,740,384				27,341,557				843,875
Long-term borrowings			42,493,668				46,547,998				1,436,667
Deferred tax liabilities			4,987,549				4,856,549				149,893
Net defined benefit liabilities			4,072,493				4,172,253				128,773
Other non-current liabilities			1,071,509				1,201,480				37,083
Total non-current liabilities			76,365,603				84,119,837				2,596,291
Total liabilities			199,061,912				191,089,411				5,897,821
EQUITY ATTRIBUTABLE TO OWNERS OF THE
COMPANY
Share capital			79,185,660				79,568,040				2,455,804
Capital surplus			23,758,550				22,266,500				687,238
Retained earnings
Legal reserve			12,649,145				14,597,032				450,526
Special reserve			3,353,938				3,353,938				103,517
Unappropriated earnings			37,696,865				44,225,737				1,364,992
Total retained earnings			53,699,948				62,176,707				1,919,035
Other equity			5,080,790				(1,840,937	)			(56,819	)
Treasury shares			(7,292,513	)			(7,292,513	)			(225,078	)
Equity attributable to owners of the Company			154,432,435				154,877,797				4,780,180
NON-CONTROLLING INTERESTS			11,492,545				11,983,968				369,875
Total equity			165,924,980				166,861,765				5,150,055
TOTAL		$	364,986,892			$	357,951,176			$	11,047,876

 

The accompanying notes are an integral part of the consolidated financial statements.		(Concluded)

 

 

ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in Thousands Except Earnings Per Share)

 

		For the Years Ended December 31
						2015
		2014				(Adjusted)				2016
		NT$				NT$				NT$				US$
OPERATING REVENUES		$	256,591,447			$	283,302,536			$	274,884,107			$	8,484,077
OPERATING COSTS			203,002,918				233,167,308				221,689,888				6,842,280
GROSS PROFIT			53,588,529				50,135,228				53,194,219				1,641,797
OPERATING EXPENSES
Selling and marketing expenses			3,438,166				3,588,472				3,432,487				105,941
General and administrative expenses			10,214,810				10,724,568				11,662,082				359,941
Research and development expenses			10,289,684				10,937,566				11,391,147				351,578
Total operating expenses			23,942,660				25,250,606				26,485,716				817,460
OTHER OPERATING INCOME AND
EXPENSES, NET			228,615				(251,529	)			(800,280	)			(24,700	)
PROFIT FROM OPERATIONS			29,874,484				24,633,093				25,908,223				799,637
NON-OPERATING INCOME AND
EXPENSES
Other income			529,251				815,778				589,236				18,186
Other gains and losses			607,299				1,748,795				2,276,544				70,264
Finance costs			(2,354,097	)			(2,312,143	)			(2,261,075	)			(69,786	)
Share of the profit or loss of
associates and joint ventures			(121,882	)			126,265				1,512,213				46,673
Total non-operating income and
expenses			(1,339,429	)			378,695				2,116,918				65,337
PROFIT BEFORE INCOME TAX			28,535,055				25,011,788				28,025,141				864,974
INCOME TAX EXPENSE			5,665,954				4,311,073				5,390,844				166,384
PROFIT FOR THE YEAR			22,869,101				20,700,715				22,634,297				698,590
OTHER COMPREHENSIVE INCOME
(LOSS)
Items that will not be reclassified
subsequently to profit or loss:
Remeasurement of defined benefit
obligation			(28,145	)			(62,911	)			(417,181	)			(12,876	)
Share of other comprehensive loss
of associates and joint ventures			(1,031	)			(37,748	)			(49,794	)			(1,537	)

 

(Continued)

 

 

ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in Thousands Except Earnings Per Share)

 

								For the Years Ended December 31
								2015
			2014					(Adjusted)					2016
Income tax relating to items that will			NT$					NT$					NT$					US$
not be reclassified subsequently		$	23,885	)			$	11,002	)			$	73,637	)			$	2,273	)
			(5,291					(89,657					(393,338					(12,140
Items that may be reclassified
subsequently to profit or loss:
Exchange differences on translating
foreign operations			5,405,008					(63,509	)				(6,445,643	)				(198,940	)
Unrealized gain (loss) on available-
for-sale financial assets			(133,714	)				10,451					(248,599	)				(7,673	)
Cash flow hedges			3,279					—					—					—
Share of other comprehensive
income (loss) of associates
and joint ventures			235,156					(4,832	)				(871,679	)				(26,904	)
			5,509,729					(57,890	)				(7,565,921	)				(233,517	)
Other comprehensive income (loss)
for the year, net of income tax			5,504,438					(147,547	)				(7,959,259	)				(245,657	)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR		$	28,373,539				$	20,553,168				$	14,675,038				$	452,933
PROFIT FOR THE YEAR
ATTRIBUTABLE TO:
Owners of the Company		$	22,228,602				$	19,732,148				$	21,361,606				$	659,309
Non-controlling interests			640,499					968,567					1,272,691					39,281
		$	22,869,101				$	20,700,715				$	22,634,297				$	698,590
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR ATTRIBUTABLE
TO:
Owners of the Company		$	27,394,362				$	19,659,081				$	13,994,159				$	431,917
Non-controlling interests			979,177					894,087					680,879					21,015
		$	28,373,539				$	20,553,168				$	14,675,038				$	452,932
EARNINGS PER SHARE
Basic		$	2.89				$	2.58				$	2.79				$	0.09
Diluted		$	2.79				$	2.48				$	2.33				$	0.07
EARNINGS PER AMERICAN
DEPOSITARY SHARE (“ADS”)
Basic		$	14.46				$	12.89				$	13.94				$	0.43
Diluted		$	13.93				$	12.38				$	11.67				$	0.36

 

The accompanying notes are an integral part of the consolidated financial statements.		(Concluded)

 

 

 

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 (In Thousands)				Amounts				Capital Surplus				Legal Reserve				Special Reserve				Unappropriated Earnings				Total				Exchange Differences on Translating Foreign Operations				Unrealized Gain on Available-for-sale Financial Asset				Cash Flow Hedges				Total				Treasury Shares				Total				Non-controlling Interests				Total Equity
BALANCE AT JANUARY 1, 2014			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
Change in capital surplus from investments in associates accounted for using the equity method			—				—				26,884				—				—				—				—				—				—				—				—				—				26,884				—				26,884
Net 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
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 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
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
Equity component of convertible bonds issued by the Company			—				—				214,022				—				—				—				—				—				—				—				—				—				214,022				—				214,022
Change in capital surplus from investments in associates and joint ventures accounted for using the equity method			—				—				150				—				—				—				—				—				—				—				—				—				150				—				150
Net profit for the year ended December 31,2015 (Adjusted)			—				—				—				—				—				19,732,148				19,732,148				—				—				—				—				—				19,732,148				968,567				20,700,715
Other comprehensive income (loss) for the year ended December 31, 2015, net of income tax			—				—				—				—				—				(86,217	)			(86,217	)			(48,191	)			61,341				—				13,150				—				(73,067	)			(74,480	)			(147,547	)
Total comprehensive income (loss) for the year ended December 31, 2015			—				—				—				—				—				19,645,931				19,645,931				(48,191	)			61,341				—				13,150				—				19,659,081				894,087				20,553,168
Appropriation of 2014 earnings
Legal reserve			—				—				—				2,359,267				—				(2,359,267	)			—				—				—				—				—				—				—				—				—
Cash dividends distributed by the Company			—				—				—				—				—				(15,589,825	)			(15,589,825	)			—				—				—				—				—				(15,589,825	)			—				(15,589,825	)
			—				—				—				2,359,267				—				(17,949,092	)			(15,589,825	)			—				—				—				—				—				(15,589,825	)			—				(15,589,825	)
Acquisition of treasury shares			—				—				—				—				—				—				—				—				—				—				—				(5,333,406	)			(5,333,406	)			—				(5,333,406	)
Issue of dividends received by subsidiaries from the Company			—				—				292,351				—				—				—				—				—				—				—				—				—				292,351				—				292,351
Partial disposal of interests in subsidiaries and additional acquisition of partially-owned subsidiaries			—				—				7,197,510				—				—				—				—				—				—				—				—				—				7,197,510				1,712,836				8,910,346

 

 

 

 

 

 

(Continued)

 

 

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 (In Thousands)				Amounts				Capital Surplus				Legal Reserve				Special Reserve				Unappropriated Earnings				Total				Exchange Differences on Translating Foreign Operations				Unrealized Gain on Available-for-sale Financial Asset				Cash Flow Hedges				Total				Treasury Shares				Total				Non-controlling Interests				Total Equity
Changes in percentage of ownership interest in subsidiaries			—			$	—			$	(563,815	)		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	(563,815	)		$	563,815			$	—
Issue of ordinary shares under employee share options			48,703				470,481				604,352				—				—				—				—				—				—				—				—				—				1,074,833				—				1,074,833
Cash dividends distributed by subsidiaries			—				—				—				—				—				—				—				—				—				—				—				—				—				(232,148	)			(232,148	)
Additional non-controlling interest arising on issue of employee share options by subsidiaries			—				—				—				—				—				—				—				—				—				—				—				—				—				344,095				344,095
ADJUSTED BALANCE AT DECEMBER 31, 2015			7,910,428				79,185,660				23,758,550				12,649,145				3,353,938				37,696,865				53,699,948				4,492,671				588,119				—				5,080,790				(7,292,513	)			154,432,435				11,492,545				165,924,980
Change in capital surplus from investments in associates and joint ventures accounted for using the equity method			—				—				51,959				—				—				—				—				—				43,536				—				43,536				—				95,495				—				95,495
Net profit for the year ended December 31, 2016			—				—				—				—				—				21,361,606				21,361,606				—				—				—				—				—				21,361,606				1,272,691				22,634,297
Other comprehensive income (loss) for the year ended December 31, 2016, net of income tax			—				—				—				—				—				(402,184	)			(402,184	)			(6,136,294	)			(828,969	)			—				(6,965,263	)			—				(7,367,447	)			(591,812	)			(7,959,259	)
Total comprehensive income (loss) for the year ended December 31, 2016			—				—				—				—				—				20,959,422				20,959,422				(6,136,294	)			(828,969	)			—				(6,965,263	)			—				13,994,159				680,879				14,675,038
Appropriation of 2015 earnings
Legal reserve			—				—				—				1,947,887				—				(1,947,887	)			—				—				—				—				—				—				—				—				—
Cash dividends distributed by the Company			—				—				—				—				—				(12,476,779	)			(12,476,779	)			—				—				—				—				—				(12,476,779	)			—				(12,476,779	)
			—				—				—				1,947,887				—				(14,424,666	)			(12,476,779	)			—				—				—				—				—				(12,476,779	)			—				(12,476,779	)
Issue of dividends received by subsidiaries from the Company			—				—				233,013				—				—				—				—				—				—				—				—				—				233,013				—				233,013
Actual disposal or acquisition of interest in subsidiaries			—				—				(20,552	)			—				—				(5,884	)			(5,884	)			—				—				—				—				—				(26,436	)			26,436				—
Changes in percentage of ownership interest in subsidiaries			—				—				(1,912,887	)			—				—				—				—				—				—				—				—				—				(1,912,887	)			(912,866	)			(2,825,773	)
Issue of ordinary shares under employee share options			35,756				382,380				600,737				—				—				—				—				—				—				—				—				—				983,117				—				983,117
Non-controlling interest arising from acquisition of subsidiaries			—				—				—				—				—				—				—				—				—				—				—				—				—				7,021				7,021
Cash dividends distributed by subsidiaries			—				—				—				—				—				—				—				—				—				—				—				—				—				(237,850	)			(237,850	)
Additional non-controlling interest arising on issue of employee share options by subsidiaries			—				—				(444,320	)			—				—				—				—				—				—				—				—				—				(444,320	)			927,823				483,503
BALANCE AT DECEMBER 31, 2016			7,946,184			$	79,568,040			$	22,266,500			$	14,597,032			$	3,353,938			$	44,225,737			$	(62,176,707	)		$	(1,643,623	)		$	(197,314	)		$	—			$	(1,840,937	)		$	(7,292,513	)		$	154,877,797			$	11,983,968			$	166,861,765
US DOLLARS
BALANCE AT DECEMBER 31, 2016			7,946,184			$	2,455,804			$	687,238			$	450,526			$	103,517			$	1,364,992			$	(1,919,035	)		$	(50,729	)		$	(6,090	)		$	—			$	(56,819	)		$	(225,078	)		$	4,780,180			$	369,875			$	5,150,055

 

 

The accompanying notes are an integral part of the consolidated financial statements.		(Concluded)

 

 

ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

		For the Years Ended December 31
						2015
		2014				(Adjusted)				2016
		NT$				NT$				NT$				US$
CASH FLOWS FROM OPERATING
ACTIVITIES
Profit before income tax		$	28,535,055			$	25,011,788			$	28,025,141			$	864,974
Adjustments for:
Depreciation expense			25,805,042				28,938,770				28,961,614				893,877
Amortization expense			545,734				579,894				460,690				14,219
Net gains on fair value change of
financial assets and liabilities at fair
value through profit or loss			(1,838,840	)			(2,472,835	)			(447,559	)			(13,814	)
Interest expense			2,324,426				2,268,786				2,261,075				69,786
Interest income			(243,474	)			(242,084	)			(230,067	)			(7,101	)
Dividend income			(101,252	)			(396,973	)			(26,411	)			(815	)
Compensation cost of employee share
options			110,157				133,496				470,788				14,530
Share of loss (profit) of associates and
joint ventures			121,882				(126,265	)			(1,512,213	)			(46,673	)
Impairment loss recognized on
financial assets			28,421				8,232				91,886				2,836
Reversal of impairment loss on
financial assets			—				—				(28,022	)			(865	)
Impairment loss recognized on non-
financial assets			899,480				610,140				1,340,011				41,359
Reversal of compensation cost for
the settlement of legal claims			(91,305	)			—				—				—
Net loss (gain) on foreign currency			1,404,234				1,358,777				(407,160	)			(12,567	)
Others			404,443				1,411,599				1,031,422				31,834
Changes in operating assets and
liabilities
Financial assets held for trading			823,313				4,162,522				1,052,111				32,473
Trade receivables			(9,703,070	)			7,982,736				(6,184,873	)			(190,891	)
Other receivables			(8,625	)			55,112				(211,755	)			(6,536	)
Inventories			(8,208,824	)			(5,128,726	)			3,156,759				97,431
Other current assets			102,353				407,017				(24,517	)			(757	)
Financial liabilities held for trading			(835,779	)			(1,725,606	)			(2,952,116	)			(91,115	)
Trade payables			6,422,305				(1,272,717	)			1,665,420				51,402
Other payables			3,045,452				(814,809	)			1,380,205				42,599
Advance real estate receipts			—				2,223,381				(2,643,156	)			(81,579	)
Other current liabilities			703,764				321,931				295,557				9,122
Other operating activities items			(187,727	)			(247,024	)			(407,143	)			(12,566	)
			50,057,165				63,047,142				55,117,687				1,701,163
Interest received			233,457				253,289				228,509				7,053
Dividend received			101,252				499,918				4,043,644				124,804
Interest paid			(2,065,244	)			(2,067,955	)			(2,043,870	)			(63,082	)
Income tax paid			(2,463,153	)			(4,184,089	)			(5,238,103	)			(161,670	)
Net cash generated from operating
activities			45,863,477				57,548,305				52,107,867				1,608,268
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of financial assets designated
as at fair value through profit or loss			(108,958,658	)			(100,842,813	)