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


July 9, 2012

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


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

Form 20-F     X          Form 40-F           

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

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

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

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

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

Yes                No     X    

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Not applicable

 
 
 

Signatures

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



   
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
  
       
Date: July 9, 2012                       By:
  
/s/ Joseph Tung
  
                                                                     Name:
  
Joseph Tung
  
                                                                       Title:
  
Chief Financial Officer
  
 
 
 
 

 
MINUTES
 
OF
 
2012 ANNUAL SHAREHOLDERS’ MEETING
 
OF
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
 
(Translation)
 

1. Time: 10:00 a.m. Thursday, June 21, 2012
 
2. Place: Zhuang Jing Auditorium, 600 Jiachang Rd., Nantz Export Processing  Zone, Nantz District, Kaohsiung City
 
3. Present: Total shares represented by shareholders and proxy present 5,224,207,624 shares(including exercised by way of electronic transmission 2,102,820,515 shares) is 80.01% of total outstanding shares of ASE 6,529,464,354 shares (excluding the shareholders who had no voting right stipulated in Company Law)
 
4. Chairperson's Remarks: (To be omitted)
 
5. Status Reports
 
 
(1)
Business Report of 2011. (see Attachment I)
 
 
(2)
Report by supervisors on review of the 2011 financial statements. (see Attachment II)
 
 
(3)
Report on total amount for endorsement, guarantee and amount of loans to third parties.
 
 
(4) 
Report on the Company's secured corporate bonds issued domestically.
 
 
(5)
Report on the implementation of the Company's indirect investments in mainland China.
 
 
(6)
Report on the implementation of buyback of Company shares.
 
 
(7)
Report on the status of the Company's merger with Power ASE Technology.
 
6. Matters for Ratification
 
Item 1 (proposed by the Board of Directors)
 
Proposal:
2011 final accounts for your recognition.
   
Explanation:
 1. 
The Company's 2011 financial statements have been audited and attested by
 
 
 
- 1 -
 
 
 
    Deloitte & Touche and reviewed by the Supervisors.
     
  2.
Please ratify the financial statements (see Attachment III of this Agenda Manual for details) and the 2011 Business Report (see Attachment I of this Agenda Manual for details).
     
Resolution:
Voting results: Ratify 4,174,584,087 shares (including exercised by way of electronic transmission 1,238,940,461 shares); Oppose 6,311 shares (including exercised by way of electronic transmission 6,311 shares); Abstain from voting 863,873,743 shares (including exercised by way of electronic transmission 863,873,743 shares).  Resolved, that the above proposal be and hereby was approved as proposed.
 
 
Item 2 (proposed by the Board of Directors)
 
Proposal: Please ratify the Company’s 2011 proposal for earnings distribution.
   
Explanation:
 The Board of Directors has drafted the Company’s 2011 proposal for surplus distribution as shown in the table below in accordance with the related regulations and the Company’s Articles of Incorporation for your ratification.
 
Advanced Semiconductor Engineering, Inc.
2011 Surplus Distribution Proposal
 
Unit: NT$
Item
Amount
  
Prior year retained earnings
   6,771,511,652  
Add: Current year gross profit
   13,725,957,896  
Add: Reversal of special surplus reserve
   1,272,417,273  
Subtract: Provision for 10% statutory surplus reserve
   1,372,595,790  
Current year earnings to be distributed
   20,397,291,031  
Items for distribution:
      
Dividends (Note 1)
   13,641,279,185  
Current year retained earnings
   6,756,011,846  
       
Remark:
NT$246,000,000 to be distributed for Director and Supervisor remuneration.
NT$1,235,336,000 to be distributed for employee bonuses, all in cash
  
 
 
 
- 2 -
 
 
 
President: Jason C.S. Chang Manager: Richard H.P. Chang Accountant Manager: Joseph Tung
 
 
  Note 1: A total of NT$13,641,279,185 is distributed as dividends, NT$2.05 per share, with NT$4,325,283,645 in cash (a cash dividend of NT$0.65 per share) and the remaining NT$9,315,995,540 in stock (140 shares for each 1000 shares retained by converting earnings into capital stock). The above distribution of dividends to shareholders and the cash and stock dividend distribution rates are calculated based on the number 6,654,282,532 of shares recorded in the Register of Shareholders as of March 20, 2012. In the future, if the Company’s ECB holders exercise the right of conversion, or new shares are issued to employees against Employee Stock Option warrant, new shares are issued by the Company for a cash capital increase, or there is a buyback of the Company’s stocks, or transfer or cancellation of the Company’s treasury stocks, which affect the cash distribution rate of the shareholders’ bonus, requiring adjustment, the management will request the shareholders’ meeting to authorize the Board of Directors to handle the matter 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 this time.
     
Resolution:    
 
Voting results: Ratify 4,164,343,390 shares (including exercised by way of electronic transmission 1,239,700,244 shares); Oppose 9,799 shares (including exercised by way of electronic transmission 9,799 shares); Abstain from voting 863,110,472 shares (including exercised by way of electronic transmission 863,110,472 shares).  Resolved, that the above proposal be and hereby was approved as proposed.
 
7. Matters for Discussions
 
Item 1 (proposed by the Board of Directors)
 
Proposal:
Please consider a share issue by converting earnings into equity stock.
 
Explanation:
 1.
To fund a factory expansion project, plans are being made to issue 931,599,554 new shares at a face value of NT$10 each to raise NT$9,315,995,540 with dividends of the same amount to be distributed in 2011.
     
  2.  Rules governing allotment of new shares: Based on the number of shares recorded in the Company's Register of Shareholders on March 20, 2012,
 
 
- 3 -
 
 
 
    namely 6,654,282,532, each 1,000 shares are eligible for an allotment of 140 shares for earnings converted into capital stock. If the number of shares eligible for dividend distribution changes as a result of conversion of offshore convertible bonds, exercise of stock options by employees, cash capital increases, buyback of company shares, or assignment or cancelation of treasury stock, shareholders are urged to authorize the board of directors to make corresponding adjustments, if any, to per-share dividends. Shareholders allotted fractions of a share will coordinate among themselves to combine and form whole shares within five days after the ex-dividend date. Share fractions failing to combine will be paid fractions of the face value in cash and the president will be authorized by the board to have them purchased by certain persons.
     
  3.
Rights and obligations of newly issued shares are the same as those of existing shares.
     
  4. 
Ex-dividend date: The board is authorized to set the date after it is passed at the AGM and approved by the regulatory authority.
     
  5.
The factory expansion plan financed by the capital increase is expected to be completed by December 2015. Implementation of the plan is expected to boost the Company's competitiveness, improve its efficiency, and have a positive impact on shareholders' rights and interests. The board is authorized to make necessary changes if the capital increase must be changed as ordered by the regulatory authority or required by circumstances.
 
Resolution:
Voting results: Ratify 4,149,570,076 shares (including exercised by way of electronic transmission 1,224,926,930 shares); Oppose 14,784,578 shares (including exercised by way of electronic transmission 14,784,578 shares); Abstain from voting 863,109,007 shares (including exercised by way of electronic transmission 863,109,007 shares).  Resolved, that the above proposal be and hereby was approved as proposed.
 
Item 2 (proposed by the Board of Directors)
 
Proposal:
The Company's  overseas private placement of convertible bonds
 
 
- 4 -
 
 
 
Explanation: 1. In support of the long-term capital requirements for the Company's strategic development, the shareholders' meeting is requested to authorize the Board of Directors to conduct overseas private placement of convertible bonds (hereinafter referred to simply as "convertible bonds") at the appropriate time and in accordance with the Company's capital requirements at the time, financial market conditions or regulatory requirements within the following time limit in order to raise the required long-term funding: within one year following the resolution is passed at the shareholders' meeting. The Company may select the private placement overseas unsecured convertible bonds or subordinated convertible perpetuities, or a combination of both. However, the maximum amount of the privately placed convertible bonds shall be NT$9 billion. The tentative issuance and conversion policy of the current private placement of convertible bonds for unsecured convertible, please refer to Attachments IV and subordinated convertible perpetuities, please refer to Attachment V.
     
  2. Basis and rationality for pricing privately placed securities
     
    The pricing for the Company's privately placed convertible bonds shall be based on no less than 80% of the theoretical price referred to in the "Directions for Public Companies Conducting Private Placements of Securities." To determine the actual issue price, the shareholders' meeting is requested to authorize the Board of Directors to proceed in accordance to applicable laws, the pricing basis and range of percentage specified by the resolution reached at the shareholders' meeting, the prevailing market conditions and the Company's situation. The pricing of the current privately placed convertible bonds is based on the regulatory requirements of the competent authority. In consideration of the fact that the timing for the transfer of ownership of privately placed securities, parties to whom the securities are transferred and the quantity of transfer are all strictly regulated, as well as factors such as the securities may not be listed on the exchange for three years and their lower liquidity, the conditions laid down for the current private placement of corporate bonds are therefore quite reasonable.
 
 
- 5 -
 
 
 
  3.  Selection and purpose of subscribers, necessity and expected benefits
     
    The selection of subscribers shall be carried out pursuant to Article 43-6 of the Securities and Exchange Act and the provisions of the order Tai-Tsai-1 No. 0910003455 issued by the original Securities and Futures Commission of the Ministry of Finance dated June 13, 2002. The purpose of the selection of subscribers in the current placement is the recruitment of strategic investors. The so-called "strategic investors" referred to here are individuals or corporate entities capable of improving the Company's profitability with their experience, technologies, knowledge, brands or channels via industrial vertical and horizontal integration or joint research and development of products and markets, which will help the Company achieve benefits such as enhanced technology, improved quality, reduced costs, increased efficiency and expanded markets. The selection of subscribers is carried out by the Board of Directors on authority of the shareholders' meeting. The purpose, necessity and expected benefits lie with accommodating the Company's business development requirements, and it is proposed that through private placement the investors will be able to help the Company to enhance its technology, improve quality, reduce costs, increase efficiency and expand markets, so as to raise the Company's competitiveness and enhance its operating performance and long-term development capabilities.
     
  4. 
Necessity for private placement, utilization of capital and expected benefits
     
    (1)
Rationality for not adopting the public offer approach:
       
      To accommodate the Company's future business development and to attract strategic investors; taking into consideration the timeliness, convenience, issuance costs and stability of ownership structure associated with private placements, along with the restrictions that ownership of the securities may not be transferred within three years, private placement ensures the long-term partnership of the Company with the strategic investors, and as a result private placement is adopted.
       
   
(2) 
Maximum amount raised via private placement:
       
      Privately placed convertible bonds are subject to a maximum amount of
 
 
- 6 -
 
 
      NT$9 billion. However, the actual amount that can be raised is subject to applicable laws at the time the placement is made, the conditions of the financial market and approval of the competent authority. In the event that the holders of the convertible bonds obtain the Company's common shares by exercising the conversion rights, the number of shares thus obtained shall be determined by the conversion price at the time of the conversion.
       
     (3)
Utilization of capital and expected benefits:
       
      The current private placement of securities may be carried out by the Board of Directors on authorization of the shareholders' meeting within one year of the passage of the resolution. The amount of capital raised is expected to be used for one or more of the following purposes: capital expenditure, increasing the working capital, repaying bank loans and reinvestment. It is also expected that all the capital will be utilized within three years of the private placement. The expected benefits are one or more of the following: strengthening of the Company's position within the industry, raising long-term competitiveness, improving the financial structure and achieving savings in interest expenses. These will produce a positive impact on the shareholders' equity. However, the actual placement process and capital utilization schedule will depend on the Company's capital requirements, regulations and the conditions of the financial market .
       
    5.
Rights and obligations associated with the conversion of the convertible bonds into common shares
       
      With respect to the common shares obtained from the conversion of convertible bonds from the current private placement, the associated rights and obligations are identical to those of the common shares issued by the Company. However, the listing and resale of these shares shall be governed by the relevant provisions of the Securities and Exchange Act. In the case of privately placed overseas convertible bonds, the provisions of the official letter FSC-Zheng-1 No. 09700513881, dated October 21, 2008 and issued by the Financial Supervisory Commission, Executive Yuan shall apply.
 
 
- 7 -
 
 
 
    6.  The main provisions of the current private placement include the issuance and conversion policies, actual privately placed price, private placement conditions, project items, amount, expected progress schedule, potential benefits and other matters associated with the issuance plan. The shareholders' meeting is asked to approve the private placement plan and authorize the Board of Directors to carry out the plan at its discretion and make adjustments in accordance with the Company's financial requirements, conditions in the financial market and relevant laws and regulations. he shareholders' meeting is also asked to authorize the Board of Directors to proceed at its discretion with any necessary modifications or adjustments to the plan in the event of regulatory changes, instructions from the competent authority, changes in the market, operational assessment or other objective environmental factors.
       
    7. To accommodate the follow-up operations associated with the private placement of convertible bonds, the shareholders' meeting is asked to authorize the Chairman of the Board or his designee to enter into all relevant contracts and documents on behalf of the Company and to handle all subsequent actions that are required.
       
     8.  For matters that are not covered herein, the shareholders' meeting is asked to authorize the Board of Directors to proceed at its discretion and in accordance with the law.
       
Resolution: Voting results: Ratify 4,051,894,971 shares (including exercised by way of electronic transmission 1,140,104,591 shares); Oppose 91,661,851 shares (including exercised by way of electronic transmission 91,661,851 shares); Abstain from voting 871,054,073 shares (including exercised by way of electronic transmission 871,054,073 shares).  Resolved, that the above proposal be and hereby was approved as proposed.
 
 
Item 3 (proposed by the Board of Directors)

Proposal: Please consider the revision of the Company’s Guidelines for the Acquisition or Disposal of Assets.
 
 
 
- 8 -
 
 
 
Explanation: 1.  In compliance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, amended and promulgated by the Financial Supervisory Commission, Executive Yuan on February 13, 2012, the Board of Directors has approved the revisions of portions of the Company’s Guidelines for the Acquisition or Disposal of Assets on March 29, 2012.
     
  2. 
Please refer to Attachment IV to this Agenda Manual for the table of comparison of the Company’s revised Guidelines for the Acquisition or Disposal of Assets. Your consent is solicited.
     
Resolution: Voting results: Ratify 4,164,157,783 shares (including exercised by way of electronic transmission 1,239,692,637 shares); Oppose 17,067 shares (including exercised by way of electronic transmission17,067 shares); Abstain from voting 863,110,811 shares (including exercised by way of electronic transmission 863,110,811 shares).  Resolved, that the above proposal be and hereby was approved as proposed.
 
 
Item 4 (proposed by the Board of Directors)
 
 
Proposal: Please consider the revision of the Company’s Rules Governing the Election of Directors and Supervisors.
     
Explanation: 1. 
In compliance with the electronic voting regulations introduced by the competent authority, the Board of Directors has approved the revisions of portions of the Company’s Rules Governing the Election of Directors and Supervisors on March 29, 2012.
     
  2.
Please refer to Attachment V of this Agenda Manual for the table of comparison of the Company’s revised Rules Governing the Election of Directors and Supervisors. Your consent is solicited.
     
Resolution: Voting results: Ratify 4,164,335,783shares (including exercised by way of electronic transmission 1,239,692,637 shares); Oppose 17,067 shares (including exercised by way of electronic transmission17,067 shares); Abstain from voting 863,110,811 shares (including exercised by way of electronic transmission 863,110,811 shares).  Resolved, that the above proposal be and hereby was approved as proposed.
 
 
Item 5 (proposed by the Board of Directors)
 
 
- 9 -
 
 
Proposal: Please consider the revision of the Company’s Rules of Procedure for the Shareholders’ Meeting.
     
Explanation: 1.  In compliance with the regulations introduced by the competent authority restricting the use of electronic voting, the Board of Directors has approved the revisions of portions of the Company’s Rules of Procedure for the Shareholders’ Meeting on March 29, 2012.
     
  2.  Please refer to Attachment VI to this Agenda Manual for the table of comparison of the Company’s revised Rules of Procedure for the Shareholders’ Meeting. Your consent is solicited.
 
 
Resolution:
Voting results: Ratify 4,164,335,782 shares (including exercised by way of electronic transmission 1,239,692,636 shares); Oppose 17,068 shares (including exercised by way of electronic transmission 17,068 shares); Abstain from voting 863,110,811 shares (including exercised by way of electronic transmission 863,110,811 shares).  Resolved, that the above proposal be and hereby was approved as proposed.
 
Item 6 (proposed by the Board of Directors)
 
Proposal: Please discuss the revised version of the Company’s Articles of Incorporation.
     
Explanation:
 1. In order to allow the Company’s independent directors to serve as members of the Remuneration Committee, their salaries and compensation should be taken into consideration in a comprehensive manner. Revisions to portions of the Company's Articles of Incorporation have been approved at the Board of Directors meeting held on March 29, 2012.
     
  2. 
Please refer to Attachment VII to this Agenda Manual for the table of comparison of the Company’s revised Articles of Incorporation. Your consent is solicited.
 
Resolution:
Voting results: Ratify 4,164,335,815 shares (including exercised by way of electronic transmission 1,239,692,669 shares); Oppose 17,035 shares (including exercised by way of electronic transmission 17,035 shares); Abstain from voting 863,110,811 shares (including exercised by way of electronic transmission 863,110,811 shares).  Resolved, that the above proposal be and hereby was approved as proposed.
 
 
 
- 10 -
 
 
 
8. Matters for Elections
 
Item 1 (proposed by the Board of Directors)
 
Proposal:
Re-election of the Company's directors and supervisors upon the expiration of their term of office.
     
Explanation:
 1.
The terms of the Company's nine directors (including two independent directors and seven non-independent directors) and five supervisors will expire on June 25, 2012, and new directors and supervisors are to be elected as required by the law. The term of the new directors and supervisors shall be the period of three years from June 22, 2012 to June 21, 2015.
     
  2. 
The list of candidates for independent directorship and their corresponding background information are as follows.
 
 
Candidate for Independent Director
Education
Experience
Number of shares held
Shen-Fu Yu
Accounting Program, Department of Business Administration, National Taiwan University
 
MA, Dept. of Accounting, National Chengchi University
Supervisor of the Company and member of the Company's Remuneration Committee
 
Supervisor, DynaPack Corp.
 
Supervisor, Arima Optoelectronics Corp.
 
Supervisor, Arima Lasers Corp.
 
Remuneration Committee, Yulon Motor Co., Ltd.
 
Remuneration Committee, Taiwan Acceptance Corporation
 
Remuneration Committee, Kian Shen Corporation
 
Remuneration Committee, Elite Material Co., Ltd.
 
Adjunct Instructor, National Taipei College of Business
 
Certified Public Accountant, Deloitte & Touche (retired)
0 shares
 
 
 
- 11 -
 
 
 
Ta-Lin Hsu
BS in Physics, National Taiwan University
MS in Electrophysics, Polytechnic Institute of New York University (Brooklyn Campus)
Ph.D. in Electrical Engineering, University of California, Berkeley
Supervisor of the Company and member of the Company's Remuneration Committee
Chairman & Founder, H&Q Asia Pacific
General Partner, Hambrecht & Quist Group, U.S.A.
 
0 shares
 
Election results:
 List of  elected directors and supervisors:
 
No.  / ID No.
Name
Votes received
Note
1
A.S.E. Enterprises Limited－representative：Jason C.S. Chang
4,020,151,026
Director
3
Richard H.P. Chang
3,913,552,850
Director
1
A.S.E. Enterprises Limited－representative：Tien Wu
3,850,148,326
Director
1
A.S.E. Enterprises Limited－representative：Joseph Tung
3,806,954,674
Director
654960
J&R Holding Limited－
representative：Raymond Lo
3,763,920,006
Director
654960
J&R Holding Limited－
representative：Jeffrey Chen
3,752,693,844
Director
372564
Rutherford Chang
3,732,323,988
Director
H101****17
Shen-Fu Yu
3,720,355,046
Independent Director
1943****HS
Ta-Lin Hsu
3,720,120,460
Independent Director
       
No. 
Name
Votes received
Note
61233
Hung Ching Development & Construction Co.－representative：Yen-Yi Tseng
3,759,404,304
Supervisor
61233
Hung Ching Development & Construction Co.－representative：David Pan
3,569,076,478
Supervisor
61233
Hung Ching Development & Construction Co.－representative：Tien-Szu Chen
3,466,467,364
Supervisor
61233
Hung Ching Development & Construction Co.－representative：Chun-Che Lee
3,454,168,523
Supervisor
61233
Jerry Chang
3,367,199,469
Supervisor
 
 
 
- 12 -
 
 
9. Other Resolutions
 
Item 1 (proposed by the Board of Directors)
 
Proposal:
Proposal to waive the non-competition clauses applicable to newly elected directors.
     
Explanation: 1.
Pursuant to Article 209 of the Company Act, a director who carries out actions for himself/herself or on behalf of another person in a manner that is within the scope of the Company's business shall explain to the meeting of shareholders the nature and content of such actions and secure its approval.
     
  2.  If, following re-election, new directors are engaged in the investment or operation of a business entity whose scope of business is similar to that of the Company 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 the Company.
     
  Other positions held by newly elected Directors are presented below
 
Name
Other Positions
Jason C.S. Chang
J&R Industrial Inc. -Director
ASE Japan Co., Ltd.-Director
ASE Test Inc. -Director
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)-Director
ASE (Shanghai) Inc. -Director
ASE Module (Shanghai) Inc. -Director
ASE Hi-Tech (Shanghai) Inc. -Director
ASE Electronics Inc.-Director
ASE Mauritius Inc.-Director
 
 
- 13 -
 
 
 
ASE Corporation -Director
Suzhou ASEN Semiconductors Co., Ltd. -Director
ASE Module (Kunshan) Inc. -Director
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
Universal Scientific Industrial (Shanghai) Co., Ltd.-Director
Universal Global Technology (Shenzhen) Co., Ltd.-Director
Universal Scientific Industrial Co., Ltd. - Director
Richard H.P. Chang
J&R Industrial Inc.-Director
Innosource Ltd.-Director
ASE(Shanghai) Inc. -Director
ASE Test Inc.-Director
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. -Director
ASE Module(Shanghai) Inc. -Director
ASE Hi-Tech(Shanghai) Inc. -Director
Global Advanced Packaging Technology Ltd. (Cayman)-Director
ASE Assembly & Test (Shanghai) Ltd. -Director
ASE Assembly & Test (HK) Ltd.-Director
ASE Module (Kunshan) Inc. -Director
ASE Japan Co., Ltd.-Director
Advanced Semiconductor Engineering (HK) Limited -Director
Advanced Semiconductor Engineering(China) Ltd. -Director
Alto Enterprises Ltd.-Director
Super Zone Holdings Ltd.-Director
Anstock Limited -Director
Real Tech Holdings Limited -Director
Universal Scientific Industrial (Shanghai) Co., Ltd.-Director
Universal Scientific Industrial (Kunshan) Co., Ltd.-Director
USI Electronics (Shenzhen) Co., Ltd.-Director
Universal Global Technology Co., Limited-Director
 
 
- 14 -
 
 
 
Universal Global Technology (Shenzhen) Co., Ltd.-Director
Universal Global Industrial Co., Limited-Director
Universal Global Scientific Industrial Co., Ltd.-Director
USI Enterprise Limited-Director
Universal Global Technology (Kunshan) Co., Ltd. -Director
Universal Scientific Industrial Co., Ltd. - 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 & General Manager
ASE Assembly & Test(HK) Ltd.-Director
Suzhou ASEN Semiconductors Co., Ltd. -Director
ASE (Weihai) Inc. -Director
ASE (U.S.) Inc.-General Manager
Joseph Tung
J&R Industrial Inc.-Director
ASE Japan Co., Ltd.-Supervisor
ASE Test Inc.-Supervisor
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
ISE Labs, Inc.-Director
ASE Mauritius Inc.-Director
ASE Electronics Inc.-Director
ASE Module (Kunshan) Inc. -Supervisor
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
 
 
- 15 -
 
 
 
Lu-Chu Development Corporation-Supervisor
H.R. Silvine – CMC Company (Hong Kong)-Director
Ta Chong Bank-Independent Director
Raymond Lo
ASE Test Inc.-Director & General Manager
 
Jeffrey Chen
ASE Test Inc.-Director
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 Hi-Tech(Shanghai) Inc. -Director
Shainghai Ding Hui Real Estate Development Co., Ltd. -Director
ASE Electronics Inc.-Director
Advanced Semiconductor Engineering (HK) Limited -Director
ASE Module (Kunshan) Inc. -Director
Suzhou ASEN Semiconductors Co., Ltd. -Director
Shainghai Ding Wei Real Estate Development Co., Ltd. -Director
Shainghai Ding Yu Real Estate Development Co., Ltd. -Director
Super Zone Holdings Ltd.-Director
Universal Scientific Industrial Co., Ltd. - Director
Senetex Investment Co., Ltd.-Director
Ta-Chi Investment Co., Ltd.-Director
Huntington Holdings International Co. Ltd.-Director
United Investments Company - Director
Rutherford Chang
ASE(Shanghai) Inc. -Director
Advanced Semiconductor Engineering(China) Ltd. -Director
Universal Scientific Industrial (Shanghai) Co., Ltd.-Director
ASE Test Inc.-Director
ASE Assembly & Test (Shanghai) Ltd. -Director
Shen-Fu Yu
DynaPack Corp.-Supervisor
Arima Optoelectornics Corp. - Supervisor
Arima Lasers Corps. - Supervisor
Ta-Lin Hsu
Chairman and founder, H&Q Asia Pacific
 
Resolution:
Voting results: Ratify 4,013,606,881 shares (including exercised by way of electronic transmission 1,108,266,128 shares); Oppose 129,715,365 shares (including exercised by way of electronic transmission 116,659,808 shares); Abstain from voting 877,894,579 shares (including exercised by way of electronic transmission 877,894,579 shares).  Resolved, that the above proposal be and hereby was approved as proposed.
 
 
- 16 -
 
 
10. Extempore Motions: None
 
 
11. Meeting Ended: Thursday, June 21, 2012 at 11:55 a.m.
 
 
- 17 -
 
 
■ Attachment I
 
Advanced Semiconductor Engineering, Inc.
Business Report
 
Compared with the strong recovery of the global economy in 2010, 2011 was a comparatively slow year of economic growth, and the electronics industry overall declined by a slight margin. According to statistics compiled by World Semiconductor Trade Statistics (WSTS), global semiconductor sales grew by only 0.4% in 2011. The IEK ITIS project of the Industrial Technology Research Institute (ITRI) also reported that the production output of Taiwan's semiconductor industry for 2011 was NT$1 trillion 555.8 billion, a decline of about 11.3% compared with the preceding year. In the IC assembly and testing industry, weak global demand, the significant impact of the Japanese earthquake on the packaging materials supply chain and volatile gold prices resulted in the assembly industry's production output of NT$269.6 billion, a 6.1% decline compared with 2010. The testing industry's output was NT$120.8 billion, a 5.5% decrease over 2010. Looking back on 2011, the earthquake that greatly damaged Japan's economy and the European debt crisis triggering the downgrades of national credit ratings; the issues of the debt ceiling and the high US unemployment rate, were all factors that contributed to a decline in overall demand and confidence in the market. They also caused the Company to proceed in a more cautious and discreet manner in its business operations. The following is our report on the company’s operations for the past year:

"2011 Operating Results"
 
1.  
Implementation results for the 2011 business plan
 
The Company’s combined revenues for 2011 were NT$185.3 billion, a decrease of NT$3.4 billion over 2010, or a 2% decline. The Company's revenue in 2011 was NT$127.6 billion for semiconductor assembly and testing services, a growth of 2%. To enhance the level of integration with our subsidiary Power ASE Technology in the areas of resources, manpower and technology, the Company acquired the shares of Power ASE Technology on the open market in the second half of 2011, thus completing the acquisition process. Adjustment of the Group's overall product mix was done in order to phase out weaker products while retaining competitive ones in response to a reversal in the economic climate. In addition, the Company has endeavored to expand its production bases to increase capacity on both sides of the Taiwan Strait. We have begun the construction of the new ASE Shanghai Headquarters building in Pudong with the latest green building technology, which will enhance the Company's technological capabilities and give access to a wealth of talent in China. In Taiwan, two new factory buildings and an office building are being planned for the Company's Chungli plant. In addition, after our Kaohsiung K12 plant is complete, it will be the first assembly and testing plant to receive the Taiwan Green Building Diamond Certification and the LEED Gold Certification from the U.S. Green Building Council.

2.  
Budget performance
 
No financial forecast was disclosed in 2011.
 
 
 
- 18 -
 
 
3.  
Analysis of financial accounts and profitability
 
As of the end of 2011, the Company's paid-in capital was NT$67,535,632 thousands and shareholders' equity was NT$101,169,536 thousands accounting for 59% of total assets of NT$171,078,607 thousands. Its long-term funds are 309% of fixed assets and current ratio is 55%. This year's ratios are slightly lower than the preceding year, but the Company's financial structure and ability to repay debts remain relatively sound. This year's operating profit was NT$10,859,132 thousands, an increase of NT$497,929 thousands over the preceding year, which indicates that the Company's core business has grown moderately by 5%. On the other hand, after-tax net profits were NT$13,725,958 thousands, a decline of 25% compared with the previous year. In terms of overall business operation, the turnover was on par with that of the preceding year, but due to rising gold prices and a stronger New Taiwan dollar, profits were lower than expected. Compared with the results of 2010, there is room for improvement.

4.  
R&D overview
 
The semiconductor industry is facing two major challenges: due to the gradual slowdown of the Moore's law, IC process shrinking on the front-end has caused advanced system-on-chip (SoC) integration to slow and the trend of commoditization of consumer electronics products. To respond to the general trends of the overall market, the direction of the Company's R&D strategies for new product and technology development should strike a balance between the two main focuses: "applying system in package (SiP) performance to compensate for the limitations of SoC" and "cost effectiveness." New technologies successfully developed by the Company in 2011 are categorized as follows: (1) For flip-chip assembly, 28 nano copper process / lead-free FCBGA/FCCSP packaging and wire-bond assembly of wafers with an ultra-low dielectric coefficient. (2) For wire-bond assembly, 28 nano copper / gold wire-bond assembly of wafers with an ultra-low dielectric coefficient, 40 nano copper / copper wire-bond assembly of wafers with an ultra-low dielectric coefficient. (3) On the 3D system assembly front, reliability certification was secured for 200mm 28-nm 3D wafer through silicon wafer (TSV) and 3D TSV Stacking Package Level, RF wireless communications (WiFi/BT/GPS/PA) module technology, and MEMS integration assembly. (4) For wafer assembly, 200 mm fan out WLP and 40 µm Pitch Cu Pillar Bump. The Company will endeavor to continue ASE's advanced fine pitch bump and assembly technology and to maintain its position as the global leader in semiconductor assembly and testing. (5) In addition to achieving R&D results in the field of advanced assembly technology, we have also taken Green Package specifications and elements of Eco-design into consideration in our product and technology development strategies. In the future we will continue to uphold our principles of sustainable R&D and to work closely and diligently with our customers and business partners to achieve technological innovations while minimizing the risks and impact to the environment.
 
"Outline of 2012 Business Plan"
 
 
1.  
Operating policy
 
 
(1)
Providing customer service of the highest quality
 
 
 
- 19 -
 
 
 
(2)
creating long-term, stable profits for the Company and its customers.
 
 
(3)
Working with partner firms to jointly create a prosperous future (4) being as flexible as possible in our business dealings.
 
 
2.  
Projects sales volume and references
 
In light of current industry dynamics, future market demand and ASE’s capacity, the projected sales volume for 2012 is as follows:
 
Item
Projected Sales
Assembly
Approx. 12.1 billion chips
Test
Approx. 1.5 billion chips
 
 
3.  
Important production and sales policies
 
In terms of product strategy, the Company will continue to focus on the development of three major assembly processes, including copper wire bonding process, advanced assembly process and low pin count (discrete components) assembly. With respect to our long-term vision, the Company will endeavor to improve the revenue on the integrated device manufacturer (IDM) front, especially in the area of IDM copper wire bonding. In 2011 the revenue from IDM copper wire bonding accounted for only 8.3% of overall copper wire bonding revenue, and there remains significant room for improvement. It is expected that the revenue for IDM will experience vigorous growth in 2012. With portable electronic devices such as smartphones and tablet PCs becoming increasingly popular, semiconductor demand is now focused on miniaturization, high integration, high efficiency, low cost and reduced power consumption. The advent of multifunction integrated chips will present tremendous opportunities for the system assembly industry. The Company will continue to work closely with upstream and downstream vendors in the semiconductor supply chain as well as with customers to realize the considerable systems integration opportunities.
 
"Development Strategy"

According to projections made by ITRI​​'s IEK ITIS Project, Taiwan's semiconductor industry will grow by 6.5% in 2012. The assembly and testing sectors are estimated to grow at about 7.6% and 7.4%, respectively. Given the unstable global economy, it is necessary to make additional investments and rely on talent and innovation, reduce the cost of copper processes and enhance the quality of assembly and testing so as to improve our market shares in these two areas. The opening up of the Chinese market not only symbolizes the rise of the home market and the large concentration of high-tech talent in China but also the ability of the Company to acquire the professional expertise necessary for its continued growth. In addition, it will help realize the Company's strategies of growing into a major enterprise and expanding market share. Investing in both mainland China and Taiwan has long been the Company's development strategy. The markets of Taiwan and China have a complementary and not an adversarial relationship. We will expand our market share by utilizing the Company's technological, cost and integration advantages as well as continuing to expand our production lines. Another issue that enterprises must address is
 
 
 
- 20 -
 
 
 
the environment. As global awareness of environmental protection has taken hold and is unlikely to be reversed, corporations must actively tackle environmental issues head on and come up with workable solutions.
 
"Impacts of Competition, Legislation and Operating Environment"

Looking toward 2012, optimism is tempered with a hint of conservatism. The European debt crisis is expected to be alleviated gradually, and the greater affordability of smartphones and other mobile electronic products will spur another wave of growth for the semiconductor industry. Also, the inventory reduction of manufacturers is almost complete. However, problems associated with inflation, unemployment, rising gold prices and exchange rates remain significant concerns in the overall business landscape. Regardless of the changes in the external economic landscape, we hope to achieve growth by relying more on conditions that we create for ourselves rather than solely on the global economic environment. We also hope to enhance our corporate competitiveness to overcome various obstacles and difficulties and to create maximum benefits for our shareholders as well as to maintain the Company's long-term viability and growth.
 
 
President: Jason C.S. Chang
 President: Richard H.P. Chang
Accountant Manager: Joseph Tung
 
 
 
- 21 -
 
 
■Attachment II
 
Supervisors' Report
 
 
We have examined the Company's 2011 financial statements, and the Company's business report, earnings distribution proposals, etc. that have been prepared and submitted by the Board of Directors and audited and attested by certified public accountants, Kung Chun Chi and Chiu Hui Yin of Deloitte & Touche, and do not find any discrepancy. We hereby respectfully prepare and present this Report in accordance with Article 219 of The Company Act for your review.

Advanced Semiconductor Engineering, Inc.





 
 
AdvancedSemiconductor Engineering, Inc.
     
  Supervisors: YY Tseng
John Ho
Sam Liu
TS  Chen
Jerry Chang

 
April 16, 2012
 
 
 
- 22 -
 
 
■Attachment III
Advanced Semiconductor Engineering, Inc.

Financial Statements for the
Years Ended December 31, 2011 and 2010 and
Independent Auditors’ Report
 
 
 
- 23 -
 

 
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, 2011 and 2010, and the related statements of income, changes in shareholders’ equity and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China.  Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended, in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, the requirements of the Business Accounting Law and Guidelines Governing Business Accounting relevant to financial accounting standards, and accounting principles generally accepted in the Republic of China.

As discussed in Note 10 to the accompanying financial statements, the Company and its subsidiaries completed the tender offerings for the common shares of Universal Scientific Industrial Co., Ltd. (“USI”) in February and August 2010, respectively.  Upon the completion of the tender offerings, USI has become a subsidiary of the Company.
 
 
- 24 -
 

 
We have also audited the consolidated financial statements of the Company and its subsidiaries as of and for the years ended December 31, 2011 and 2010, and have issued an unqualified opinion, and a modified unqualified opinion with an explanatory paragraph, respectively.
 

March 13, 2012





Notice to Readers

The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions.  The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China.  If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
 
- 25 -
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

BALANCE SHEETS
DECEMBER 31, 2011 AND 2010
(In Thousands of New Taiwan Dollars, Except Par Value)
 
   
2011
    
2010
      
2011
    
2010
  
ASSETS
  
Amount
    
%
    
Amount
    
%
  
LIABILITIES AND SHAREHOLDERS’ EQUITY
  
Amount
    
%
    
Amount
    
%
  
                                                   
CURRENT ASSETS
                        
CURRENT LIABILITIES
                        
Cash
   $ 1,475,629       1     $ 1,632,102       1  
Short-term borrowings
   $ 302,750       -     $ -       -  
Financial assets at fair value through profit or loss - current
     471,383       -       72,586       -  
Financial liabilities at fair value through profit or loss - current
     56,514       -       488,769       -  
Available-for-sale financial assets - current
     20,152       -       -       -  
Hedging derivative liabilities - current
     -       -       457,494       -  
Accounts receivable, net
     9,729,994       6       9,587,062       6  
Accounts payable
     6,231,424       4       6,231,596       4  
Accounts receivable from related parties
     62,371       -       99,534       -  
Accounts payable to related parties
     878,306       -       1,090,674       1  
Other receivables
     811,196       1       714,388       -  
Income tax payable
     944,631       -       744,222       -  
Other receivables from related parties
     305,919       -       1,080,395       1  
Accrued expenses
     4,700,158       3       4,287,655       3  
Inventories
     3,292,068       2       2,910,324       2  
Other payables to related parties
     14,632,851       9       9,348,575       6  
Deferred income tax assets - current
     691,776       -       461,417       -  
Payable for properties
     2,747,285       2       1,244,836       1  
Other current assets
     286,629       -       194,779       -  
Other payables
     442,414       -       383,581       -  
                                 
Current portion of capital lease obligations
     199       -       1,504       -  
Total current assets
     17,147,117       10       16,752,587       10  
Other current liabilities
     222,639       -       164,547       -  
                                                                   
LONG-TERM INVESTMENTS
                                
Total current liabilities
     31,159,171       18       24,443,453       15  
Available-for-sale financial assets - noncurrent
     4,675       -       102,790       -                                    
Financial assets carried at cost - noncurrent
     380,680       -       364,551       -  
LONG-TERM LIABILITIES
                                
Equity method investments
     106,233,823       62       101,116,457       63  
Hedging derivative liabilities - noncurrent
     58,279       -       159,279       -  
                                 
Bonds payable
     7,783,910       5       -       -  
Total long-term investments
     106,619,178       62       101,583,798       63  
Long-term bank loans
     29,611,312       17       47,214,226       29  
                                 
Capital lease obligations
     -       -       238       -  
PROPERTY, PLANT AND EQUIPMENT
                                                                  
Cost
                                
Total long-term liabilities
     37,453,501       22       47,373,743       29  
Land
     1,558,201       1       1,558,201       1                                    
Buildings and improvements
     21,964,804       13       20,100,741       12  
OTHER LIABILITIES
                                
Machinery and equipment
     71,586,364       42       63,587,917       39  
Accrued pension cost
     1,295,041       1       1,251,957       1  
Transportation equipment
     68,522       -       63,102       -  
Guarantee deposits received
     1,358       -       938       -  
Furniture and fixtures
     876,756       -       846,113       1                                    
Leased assets
     1,351       -       17,221       -  
Total other liabilities
     1,296,399       1       1,252,895       1  
Total cost
     96,055,998       56       86,173,295       53                                    
Less:   Accumulated depreciation
     54,635,664       32       49,468,469       30  
    Total liabilities
     69,909,071       41       73,070,091       45  
       Accumulated impairment
     44,146       -       64,072       -                                    
      41,376,188       24       36,640,754       23  
CAPITAL STOCK
                                
Construction in progress
     765,382       -       465,003       -  
Common Stock - at par value of NT$10 each
                                
Machinery in transit and prepayments
     2,755,995       2       1,703,819       1  
Authorized - 9,500,000 thousand shares and 8,000,000
                                
                                 
　thousand shares as of December 31, 2011 and 2010,
                                
Total property, plant and equipment
     44,897,565       26       38,809,576       24  
　respectively
                     -       -  
                                 
Issued - 6,753,563 thousand shares and 6,051,987 thousand
                                
INTANGIBLE ASSETS
                                
　shares as of December 31, 2011 and 2010, respectively
     67,535,632       40       60,519,872       38  
Patents
     28,981       -       42,831       -  
Capital received in advance
     35,693       -       299,698       -  
Goodwill
     957,167       1       957,167       1                                    
Deferred pension cost
     37,655       -       44,024       -  
Total capital stock
     67,571,325       40       60,819,570       38  
                                                                   
Total intangible assets
     1,023,803       1       1,044,022       1  
CAPITAL SURPLUS
                                
                                 
Capital in excess of par value
     1,615,449       1       1,197,845       1  
OTHER ASSETS
                                
Treasury stock transactions
     1,402,632       1       2,136,353       1  
Assets leased to others
     661,672       1       1,806,424       1  
Long-term investments
     3,522,280       2       3,527,240       2  
Idle assets
     4,744       -       4,744       -  
Employee stock options
     857,120       -       319,147       -  
Guarantee deposits
     15,147       -       12,950       -                                    
Deferred charges
     499,394       -       621,772       -  
Total capital surplus
     7,397,481       4       7,180,585       4  
Deferred income tax assets - noncurrent
     60,240       -       841,140       1                                    
Restricted assets
     149,747       -       149,447       -  
RETAINED EARNINGS
     27,809,126       16       24,972,944       16  
                                                                   
Total other assets
     1,390,944       1       3,436,477       2  
OTHER EQUITY ADJUSTMENTS
                                
                                 
Unrealized gain on financial instruments
     235,088       -       246,303       -  
                                 
Cumulative translation adjustments
     3,353,938       2       (1,120,618 )     (1 )
                                 
Unrecognized pension cost
     (465,681 )     -       (398,103 )     -  
                                 
Treasury Stock - 233,456 thousand shares and 151,792 thousand
                                
                                 
　shares as of December 31, 2011 and 2010, respectively
     (4,731,741 )     (3 )     (3,144,312 )     (2 )
                                                                   
                                 
Other equity adjustments, net
     (1,608,396 )     (1 )     (4,416,730 )     (3 )
                                                                   
                                 
  Total shareholders' equity
     101,169,536       59       88,556,369       55  
                                                                   
TOTAL
   $ 171,078,607       100     $ 161,626,460       100  
TOTAL
   $ 171,078,607       100     $ 161,626,460       100  

(With Deloitte & Touche audit report dated March 13, 2012)
 
 
- 26 -
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2011 AND 2010
(In Thousands of New Taiwan Dollars, Except Per Share Data)

   
2011
    
2010
  
   
Amount
    
%
    
Amount
    
%
  
                         
REVENUES
   $ 69,975,733       101     $ 68,005,684       101  
                                 
LESS:  SALES DISCOUNTS AND ALLOWANCES
     536,568       1       666,278       1  
                                 
NET REVENUES
     69,439,165       100       67,339,406       100  
                                 
COST OF REVENUES
     51,719,001       74       50,633,615       75  
                                 
GROSS PROFIT
     17,720,164       26       16,705,791       25  
                                 
OPERATING EXPENSES
                                
Research and development
     3,094,997       5       2,775,607       4  
Selling
     771,976       1       745,295       1  
General and administrative
     2,994,059       4       2,823,686       5  
                                 
Total operating expenses
     6,861,032       10       6,344,588       10  
                                 
INCOME FROM OPERATIONS
     10,859,132       16       10,361,203       15  
                                 
NON-OPERATING INCOME AND GAINS
                                
Interest income
     4,642       -       10,559       -  
Gain on valuation of financial assets, net
     757,669       1       455,097       1  
Gain on valuation of financial liabilities, net
     58,962       -       -       -  
Equity in earnings of equity method investments
     4,497,292       6       9,918,123       15  
Dividend income
     607,403       1       8,279       -  
Foreign exchange gain, net
     -       -       457,124       1  
Others
     372,076       1       388,103       -  
                                 
Total non-operating income and gains
     6,298,044       9       11,237,285       17  
                                 
NON-OPERATING EXPENSES AND LOSSES
                                
Interest expense
     893,343       1       1,060,346       2  
Loss on valuation of financial liabilities, net
     -       -       872,900       1  
Foreign exchange loss, net
     653,041       1       -       -  
Impairment loss
     164,770       -       161,024       -  
Others
     393,434       1       471,629       1  
                                 
Total non-operating expenses and losses
     2,104,588       3       2,565,899       4  
                                 
INCOME BEFORE INCOME TAX
     15,052,588       22       19,032,589       28  
                                 
INCOME TAX EXPENSE
     1,326,630       2       695,089       1  
                                 
NET INCOME
   $ 13,725,958       20     $ 18,337,500       27  
(Continued)
 
 
- 27 -
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2011 AND 2010
(In Thousands of New Taiwan Dollars, Except Per Share Data)

   
2011
    
2010
  
   
Before Income Tax
    
After Income Tax
    
Before Income Tax
    
After Income Tax
  
                         
EARNINGS PER SHARE (EPS)
                        
Basic EPS
   $ 2.28     $ 2.08     $ 2.89     $ 2.78  
Diluted EPS
   $ 2.23     $ 2.03     $ 2.83     $ 2.73  

PRO FORMA INFORMATION

Had the Company’s shares held by subsidiaries been accounted for as available-for-sale financial assets rather than treasury stock (after tax):

   
2011
    
2010
  
             
Net income for calculation of basic EPS purpose
   $ 13,800,118     $ 19,646,568  
                 
Net income for calculation of diluted EPS purpose
   $ 13,800,118     $ 19,502,171  
                 
EARNING PER SHARE
                
Basic EPS
   $ 2.05     $ 2.91  
Diluted EPS
   $ 2.00     $ 2.86  
(Concluded)
(With Deloitte & Touche audit report dated March 13, 2012)
 
- 28 -
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2011 AND 2010
(In Thousands of New Taiwan Dollars)

                                             
Other Equity Adjustments
        
   
Capital Stock
                
Unreal-ized Gain
                          
         
Capital
          
Retained Earnings
    
(loss)
on
    
Cumu-lative
                
Total
  
         
Received in
                      
Unappro-priated
          
Financial
    
Trans-lation
    
Unrecog-nized
          
Share-holders'
  
   
Common Stock
    
Advance
    
Capital Surplus
    
Legal Reserve
    
Special Reserve
    
Earnings
    
Total
    
Instru-ments
    
Adjust-ments
    
Pension Cost
    
Treasury Stock
    
Equity
  
                                                                         
BALANCE, JANUARY 1, 2010
   $ 54,798,783     $ 135,205     $ 6,333,755     $ 3,531,034     $ -     $ 9,698,375     $ 13,229,409     $ 25,498     $ 3,276,508     $ (248,641 )   $ (5,934,491 )   $ 71,616,026  
Appropriations of 2009 earnings
                                                                                                
Legal reserve
     -       -       -       674,455       -       (674,455 )     -       -       -       -       -       -  
Stock dividends - 8.4%
     4,615,775       -       -       -       -       (4,615,775 )     (4,615,775 )     -       -       -       -       -  
Cash dividends - 3.6%
     -       -       -       -       -       (1,978,190 )     (1,978,190 )     -       -       -       -       (1,978,190 )
Issuance of common stock from capital surplus
     879,195       -       (879,195 )     -       -       -       -       -       -       -       -       -  
Adjustment of equity method investments
     -       -       (9,510 )     -       -       -       -       124,744       -       (22,109 )     -       93,125  
Change in unrealized loss on available-for-sale financial assets
     -       -       -       -       -       -       -       (9,290 )     -       -       -       (9,290 )
Disposal of treasury stock held by subsidiaries
     -       -       1,271,532       -       -       -       -       -       -       -       3,975,384       5,246,916  
Disposal of equity method investments
     -       -       (1,472 )     -       -       -       -       -       -       8       -       (1,464 )
Cash dividends paid to subsidiaries
     -       -       37,536       -       -       -       -       -       -       -       -       37,536  
Change in unrealized gain on cash flow hedging financial instruments
     -       -       -       -       -       -       -       105,351       -       -       -       105,351  
Compensation recognized for employee stock options granted
     -       -       319,147       -       -       -       -       -       -       -       -       319,147  
Stock options exercised by employees
     226,119       164,493       108,792       -       -       -       -       -       -       -       -       499,404  
Net income in 2010
     -       -       -       -       -       18,337,500       18,337,500       -       -       -       -       18,337,500  
Cumulative translation adjustments
     -       -       -       -       -       -       -       -       (4,397,126 )     -       -       (4,397,126 )
Change in net loss not recognized as pension cost
     -       -       -       -       -       -       -       -       -       (127,361 )     -       (127,361 )
Acquisition of treasury stock - 37,000 thousand shares
     -       -       -       -       -       -       -       -       -       -       (1,185,205 )     (1,185,205 )
BALANCE, DECEMBER 31, 2010
     60,519,872       299,698       7,180,585       4,205,489       -       20,767,455       24,972,944       246,303       (1,120,618 )     (398,103 )     (3,144,312 )     88,556,369  
Appropriations of 2010 earnings
                                                                                                
Legal reserve
     -       -       -       1,833,750       -       (1,833,750 )     -       -       -       -       -       -  
Special reserve
     -       -       -       -       1,272,417       (1,272,417 )     -       -       -       -       -       -  
Stock dividends - 11.5%
     6,957,357       -       -       -       -       (6,957,357 )     (6,957,357 )     -       -       -       -       -  
Cash dividends -  6.5%
     -       -       -       -       -       (3,932,419 )     (3,932,419 )     -       -       -       -       (3,932,419 )
Adjustment of equity method investments
     -       -       (4,960 )     -       -       -       -       (174,005 )     -       (68,355 )     -       (247,320 )
Change in unrealized gain on available-for-sale financial assets
     -       -       -       -       -       -       -       9,290       -       -       -       9,290  
Cash dividends paid to subsidiaries
     -       -       74,160       -       -       -       -       -       -       -       -       74,160  
Change in unrealized gain on cash flow hedging financial instruments
     -       -       -       -       -       -       -       153,500       -       -       -       153,500  
Compensation recognized for employee stock options granted
     -       -       537,973       -       -       -       -       -       -       -       -       537,973  
Stock options exercised by employees
     428,403       (264,005 )     424,928       -       -       -       -       -       -       -       -       589,326  
Net income in 2011
     -       -       -       -       -       13,725,958       13,725,958       -       -       -       -       13,725,958  
Cumulative translation adjustments
     -       -       -       -       -       -       -       -       4,474,556       -       -       4,474,556  
Change in net loss not recognized as pension cost
     -       -       -       -       -       -       -       -       -       777       -       777  
Acquisition of treasury stock - 105,475 thousand shares
     -       -       -       -       -       -       -       -       -       -       (2,772,634 )     (2,772,634 )
Retirement of treasury stock - 37,000 thousand shares
     (370,000 )     -       (815,205 )     -       -       -       -       -       -       -       1,185,205       -  
BALANCE, DECEMBER 31, 2011
   $ 67,535,632     $ 35,693     $ 7,397,481     $ 6,039,239     $ 1,272,417     $ 20,497,470     $ 27,809,126     $ 235,088     $ 3,353,938     $ (465,681 )   $ (4,731,741 )   $ 101,169,536  
 
(With Deloitte & Touche audit report dated March 13, 2012)
 
- 29 -
 

 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2011 AND 2010
(In Thousands of New Taiwan Dollars)

   
2011
    
2010
  
             
CASH FLOWS FROM OPERATING ACTIVITIES
            
Net income
   $ 13,725,958     $ 18,337,500  
Adjustments to reconcile net income to net cash provided by operating activities:
                
Depreciation
     7,512,725       6,149,218  
Amortization
     388,197       344,999  
Compensation cost of share-based payments granted
     398,496       240,108  
Provision for inventory valuation and obsolescence
     123,712       76,763  
Impairment loss on financial assets
     93,370       41,739  
Impairment loss on non-financial assets
     71,400       119,285  
Equity in earnings of equity method investments
     (4,497,292 )     (9,918,123 )
Cash dividends received from equity method investments
     5,791,158       2,507,350  
Deferred income taxes
     521,427       131,490  
Foreign exchange loss (gain) on long-term bank loans
     377,150       (666,000 )
Others
     334,909       375,212  
Changes in operating assets and liabilities
                
Financial assets for trading
     (398,797 )     (56,839 )
Accounts receivable
     (142,932 )     (324,032 )
Accounts receivable from related parties
     37,163       (47,502 )
Other receivables
     (132,929 )     (140,787 )
Other receivables from related parties
     (141,278 )     (50,497 )
Inventories
     (505,456 )     (900,711 )
Other current assets
     (88,950 )     45,415  
Financial liabilities for trading
     (432,255 )     427,574  
Accounts payable
     (172 )     978,370  
Accounts payable to related parties
     (212,368 )     29,559  
Income tax payable
     200,409       (64,517 )
Accrued expenses
     412,503       1,713,553  
Other payables
     58,833       91,993  
Other payables to related parties
     73,071       384,944  
Other current liabilities
     57,192       (127,836 )
                 
Net cash provided by operating activities
     23,625,244       19,698,228  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
                
Acquisition of available-for-sale financial assets
     (150,000 )     (1,470,000 )
Proceeds from disposal of available-for-sale financial assets
     150,062       1,470,173  
Acquisition of financial assets carried at cost
     (30,914 )     (23,947 )
Cash received from return of capital by financial assets carried at cost
     14,785       14,784  
Acquisition of equity method investments
     (895,405 )     (13,730,817 )
Proceeds from disposal of equity method investments
     -       18,000  
Cash received from return of capital by equity method investments
     904,587       3,169  
Acquisition of property, plant and equipment
     (12,121,952 )     (15,210,386 )
Proceeds from disposal of property, plant and equipment
     939,261       216,522  
Decrease (increase) in guarantee deposits
     (5,097 )     1,275  
(Continued)
 
- 30 -
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2011 AND 2010
(In Thousands of New Taiwan Dollars)

   
2011
    
2010
  
             
Increase in deferred charges
   $ (294,761 )   $ (372,510 )
Increase in restricted assets
     (300 )     (65,000 )
Acquisition of intangible assets
     (7,500 )     -  
Decrease (increase) in other receivables
     (1,081,071 )     450,000  
                 
Net cash used in investing activities
     (12,578,305 )     (28,698,737 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
                
Increase in other payables to related parties
     5,249,447       3,316,080  
Proceeds from short-term borrowings
     302,750       -  
Proceeds from long-term bank loans
     20,717,740       29,369,947  
Repayments of long-term bank loans
     (39,114,209 )     (23,459,700 )
Issuance of bonds payable
     7,756,810       -  
Repayments of capital lease obligations
     (1,543 )     (9,055 )
Increase in guarantee deposits received
     1,320       60  
Cash dividends
     (3,932,419 )     (1,978,190 )
Proceeds from exercise of stock options by employees
     589,326       499,404  
Acquisition of treasury stock
     (2,772,634 )     (1,185,205 )
                 
Net cash provided by (used in) financing activities
     (11,203,412 )     6,553,341  
                 
NET DECREASE IN CASH
     (156,473 )     (2,447,168 )
                 
CASH, BEGINNING OF YEAR
     1,632,102       4,079,270  
                 
CASH, END OF YEAR
   $ 1,475,629     $ 1,632,102  
                 
SUPPLEMENTAL INFORMATION
                
Interest paid
   $ 917,468     $ 1,095,413  
Less:  capitalized interest
     43,746       43,533  
Interest paid (excluding capitalized interest)
   $ 873,722     $ 1,051,880  
                 
Income tax paid
   $ 608,471     $ 519,421  
                 
Cash paid for acquisition of property, plant and equipment
                
Acquisition of property, plant and equipment
   $ 13,586,160     $ 14,598,373  
Decrease (increase) in payables
     (1,464,208 )     612,013  
    $ 12,121,952     $ 15,210,386  
Cash received from disposal of property, plant and equipment
                
Proceeds from disposal of property, plant and equipment
   $ 891,973     $ 232,404  
Decrease (increase) in other receivables
     47,288       (15,882 )
    $ 939,261     $ 216,522  
(Continued)
 
 
- 31 -
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2011 AND 2010
(In Thousands of New Taiwan Dollars)


   
2011
    
2010
  
             
Cash received from return of capital by long-term investments
            
Cash received from return of capital by equity method investments
   $ -     $ 904,587  
Decrease (increase) in other receivables from related parties
     904,587       (901,418 )
    $ 904,587     $ 3,169  
Cash paid for acquisition of equity method investments
                
Acquisition of equity method investments
   $ 1,976,476     $ 13,730,817  
Payments by other receivables
     (1,081,071 )     -  
    $ 895,405     $ 13,730,817  
                 
FINANCING ACTIVITIES NOT AFFECTING CASH FLOWS
                
Current portion of capital lease obligations
   $ 199     $ 1,504  
 (Concluded)
(With Deloitte & Touche audit report dated March 13, 2012) 

 
 
- 32 -
 
 
 
Advanced Semiconductor Engineering, Inc. and Subsidiaries

Consolidated Financial Statements as of
December 31, 2010 and 2011 and for the
Years Ended December 31, 2009, 2010 and 2011 and
Report of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 
- 33 -
 

 

The Board of Directors and Shareholders
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 “Company”) as of December 31, 2010 and 2011, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2011, all expressed in New Taiwan dollars.  These consolidated financial statements are the responsibility of the Company’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 Rules Governing the Audit of Financial Statements by Certified Public Accountants, auditing standards generally accepted in the Republic of China (“ROC”) and the Standards of the Public Company Accounting Oversight Board (United States).  Those rules and 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 consolidated financial position of the Company as of December 31, 2010 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the ROC.

As discussed in Note 2 to the consolidated financial statements, the Company completed the tender offerings for the common shares of Universal Scientific Industrial Co., Ltd. (“USI”) in February and August 2010, respectively.  Upon the completion of the tender offerings, USI became a subsidiary of the Company.  As a result, the consolidated results of operations of USI and its subsidiaries from the date of acquisition had been included in the consolidated financial statements referred to above.

Accounting principles generally accepted in the ROC differ in certain significant respects from accounting principles generally accepted in the United States of America.  Information relating to the nature and effect of such differences is presented in Note 33 to the consolidated financial statements.
 
 
- 34 -
 

 
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 2 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 Company’s internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 11, 2012 expressed an unqualified opinion on the Company’s internal control over financial reporting.







Deloitte & Touche
Taipei, Taiwan
Republic of China

April 11, 2012
 
 
- 35 -
 

 
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Par Value)

   
December 31
      
December 31
  
   
2010
    
2011
      
2010
    
2011
  
ASSETS
  
NT$
    
NT$
    
US$ (Note 2)
  
LIABILITIES AND SHAREHOLDERS’ EQUITY
  
NT$
    
NT$
    
US$ (Note 2)
  
                                       
CURRENT ASSETS
                  
CURRENT LIABILITIES
                  
Cash
   $ 23,397,557     $ 24,421,789     $ 806,798  
Short-term borrowings
   $ 14,154,518     $ 22,965,133     $ 758,676  
Financial assets at fair value through profit or loss - current
     1,195,273       706,755       23,348  
Financial liabilities at fair value through profit or loss - current
     488,818       134,274       4,436  
Available-for-sale financial assets - current
     338,094       48,794       1,612  
Hedging derivative liabilities - current
     457,494       -       -  
Hedging derivative assets - current
     163,670       -       -  
Accounts payable
     24,389,249       21,191,923       700,096  
Bond investments with no active market - current
     -       90,825       3,001  
Income tax payable
     2,739,711       2,400,592       79,306  
Accounts receivable, net
     33,381,917       30,475,788       1,006,799  
Accrued expenses
     7,843,657       8,939,719       295,333  
Other receivables
     1,078,537       693,016       22,894  
Payable for properties
     4,085,408       5,699,504       188,289  
Inventories
     13,170,779       13,920,757       459,886  
Advance real estate receipts
     41,375       47,667       1,575  
Inventories related to construction business
     10,125,370       16,149,498       533,515  
Current portion of long-term bank loans
     2,990,176       3,418,799       112,943  
Deferred income tax assets - current
     919,261       1,135,525       37,513  
Current portion of capital lease obligations
     28,838       42,161       1,393  
Other current assets
     1,828,467       2,488,943       82,225  
Other current liabilities
     2,515,258       1,922,113       63,499  
                                                   
Total current assets
     85,598,925       90,131,690       2,977,591  
Total current liabilities
     59,734,502       66,761,885       2,205,546  
                                                   
LONG-TERM INVESTMENTS
                        
LONG-TERM LIABILITIES
                        
Available-for-sale financial assets - noncurrent
     310,426       173,085       5,718  
Hedging derivative liabilities - noncurrent
     159,279       58,279       1,925  
Financial assets carried at cost - noncurrent
     843,740       893,283       29,511  
Bonds payable
     -       10,876,538       359,318  
Bond investments with no active market - noncurrent
     87,420       -       -  
Long-term bank loans
     52,363,718       39,266,414       1,297,206  
Equity method investments
     1,158,498       1,154,360       38,135  
Capital lease obligations
     10,782       23,925       790  
                                                   
Total long-term investments
     2,400,084       2,220,728       73,364  
Total long-term liabilities
     52,533,779       50,225,156       1,659,239  
                                                   
PROPERTY, PLANT AND EQUIPMENT
                        
OTHER LIABILITIES
                        
Cost
                        
Accrued pension cost
     3,250,439       3,304,841       109,179  
Land
     3,065,169       3,075,183       101,592  
Deferred income tax liabilities - noncurrent
     372,525       624,740       20,639  
Buildings and improvements
     50,322,341       55,738,712       1,841,385  
Other
     409,195       678,979       22,430  
Machinery and equipment
     157,001,044       175,652,291       5,802,851                            
Transportation equipment
     247,876       291,694       9,636  
Total other liabilities
     4,032,159       4,608,560       152,248  
Furniture and fixtures
     5,097,742       4,965,374       164,036                            
Leased assets and leasehold improvements
     436,640       666,370       22,014  
    Total liabilities
     116,300,440       121,595,601       4,017,033  
Total cost
     216,170,812       240,389,624       7,941,514                            
Less:  Accumulated depreciation
     (122,437,240 )     (137,123,072 )     (4,529,999 )
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE
                        
      Accumulated impairment
     (191,210 )     (313,969 )     (10,372 )
　PARENT
                        
      93,542,362       102,952,583       3,401,143  
Capital stock
                        
Construction in progress
     1,773,002       4,059,709       134,116  
Common Stock - at par value of NT$10 each
                        
Machinery in transit and prepayments
     4,538,548       4,766,744       157,474  
Authorized - 8,000,000 thousand shares and 9,500,000
                        
                         
　thousand shares as of December 31, 2010 and 2011,
                        
Property, plant and equipment, net
     99,853,912       111,779,036       3,692,733  
　respectively
                        
                         
Issued - 6,051,987 thousand shares and 6,753,563 thousand
                        
INTANGIBLE ASSETS
                        
　shares as of December 31, 2010 and 2011, respectively
     60,519,872       67,535,632       2,231,108  
Goodwill
     10,408,023       10,374,501       342,732  
Capital received in advance
     299,698       35,693       1,179  
Land use rights
     2,173,907       3,420,700       113,006  
Total capital stock
     60,819,570       67,571,325       2,232,287  
Other intangible assets
     2,666,190       1,977,214       65,320  
Capital surplus
                        
                         
Capital in excess of par value
     1,197,845       1,615,449       53,368  
Total intangible assets
     15,248,120       15,772,415       521,058  
Treasury stock transactions
     2,136,353       1,402,632       46,337  
                         
Long-term investments
     3,527,240       3,522,280       116,362  
OTHER ASSETS
                        
Employee stock options
     319,147       857,120       28,316  
Idle assets
     1,249,047       1,114,054       36,804  
Total capital surplus
     7,180,585       7,397,481       244,383  
Guarantee deposits
     78,453       99,779       3,296  
Retained earnings
     24,972,944       27,809,126       918,703  
Deferred charges
     1,381,510       1,045,356       34,534  
Other equity adjustments
                        
Deferred income tax assets - noncurrent
     2,067,877       1,459,103       48,203  
Unrealized gain on financial instruments
     246,303       235,088       7,766  
Restricted assets
     236,516       218,178       7,208  
Cumulative translation adjustments
     (1,120,618 )     3,353,938       110,801  
Other
     25,321       37,756       1,248  
Unrecognized pension cost
     (398,103 )     (465,681 )     (15,384 )
                         
Treasury stock - 151,792 thousand shares and 233,456
                        
Total other assets
     5,038,724       3,974,226       131,293  
　thousand shares as of December 31, 2010 and 2011,
                        
                         
　respectively
     (3,144,312 )     (4,731,741 )     (156,318 )
                         
Total other equity adjustments
     (4,416,730 )     (1,608,396 )     (53,135 )
                                                   
                         
Total equity attributable to shareholders of the parent
     88,556,369       101,169,536       3,342,238  
                                                   
                         
MINORITY INTEREST
     3,282,956       1,112,958       36,768  
                                                   
                         
    Total shareholders' equity
     91,839,325       102,282,494       3,379,006  
                                                   
TOTAL
   $ 208,139,765     $ 223,878,095     $ 7,396,039  
TOTAL
   $ 208,139,765     $ 223,878,095     $ 7,396,039  

The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche audit report dated April 11, 2012)
 
 
- 36 -
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)


   
Year Ended December 31
  
   
2009
    
2010
    
2011
  
   
NT$
    
NT$
    
NT$
    
US$ (Note 2)
  
NET REVENUES
                        
Packaging
   $ 67,935,456     $ 101,071,294     $ 102,677,289     $ 3,392,048  
Testing
     15,795,108       21,956,997       21,932,231       724,553  
Electronic manufacturing service
     -       59,577,374       57,850,415       1,911,147  
Other
     2,044,750       6,137,132       2,887,271       95,384  
                                 
Total net revenues
     85,775,314       188,742,797       185,347,206       6,123,132  
                                 
COST OF REVENUES
                                
Packaging
     55,387,593       79,750,674       82,470,911       2,724,510  
Testing
     11,342,103       13,711,338       14,953,679       494,010  
Electronic manufacturing service
     -       53,095,183       51,499,967       1,701,353  
Other
     703,948       1,641,029       1,413,846       46,708  
                                 
Total cost of revenues
     67,433,644       148,198,224       150,338,403       4,966,581  
                                 
GROSS PROFIT
     18,341,670       40,544,573       35,008,803       1,156,551  
                                 
OPERATING EXPENSES
                                
Research and development
     3,611,950       6,162,191       7,117,964       235,149  
Selling
     1,209,199       2,909,643       2,770,045       91,511  
General and administrative
     4,310,692       7,373,733       8,299,543       274,184  
                                 
Total operating expenses
     9,131,841       16,445,567       18,187,552       600,844  
                                 
INCOME FROM OPERATIONS
     9,209,829       24,099,006       16,821,251       555,707  
                                 
NON-OPERATING INCOME AND GAINS
                                
Interest income
     173,870       215,228       330,674       10,924  
Gain on valuation of financial assets, net
     934,938       1,169,434       1,118,488       36,950  
Foreign exchange gain, net
     4,203       317,553       36,203       1,196  
Equity in earnings of equity method investments
     330,117       72,980       96,938       3,202  
Dividend income
     4,345       11,551       621,488       20,532  
Gain on disposal of property, plant and equipment
     -       -       82,485       2,725  
Others
     615,849       770,201       772,432       25,518  
                                 
Total non-operating income and gains
     2,063,322       2,556,947       3,058,708       101,047  
                                 
NON-OPERATING EXPENSES AND LOSSES
                                
Interest expense
     1,508,023       1,386,011       1,666,325       55,049  
Loss on valuation of financial liabilities, net
     645,774       1,092,316       250,435       8,273  
Impairment loss
     11,117       251,402       448,056       14,802  
Loss on disposal of property, plant and equipment
     26,208       445,276       -       -  
Others
     693,639       657,319       517,982       17,112  
                                 
Total non-operating expenses and losses
     2,884,761       3,832,324       2,882,798       95,236  
                                 
INCOME BEFORE INCOME TAX
     8,388,390       22,823,629       16,997,161       561,518  
                                 
INCOME TAX EXPENSE
     1,484,922       3,628,740       3,018,212       99,709  
                                 
NET INCOME
   $ 6,903,468     $ 19,194,889     $ 13,978,949     $ 461,809  
                                 
ATTRIBUTABLE TO
                                
Shareholders of the parent
   $ 6,744,546     $ 18,337,500     $ 13,725,958     $ 453,451  
Minority interest
     158,922       857,389       252,991       8,358  
                                 
    $ 6,903,468     $ 19,194,889     $ 13,978,949     $ 461,809  
 (Continued)
 
 
- 37 -
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)


   
Year Ended December 31
  
   
2009
    
2010
    
2011
  
   
NT$
    
NT$
    
NT$
    
US$ (Note 2)
  
                         
EARNINGS PER SHARE
                        
Basic earnings per share
                        
Before income tax
   $ 1.21     $ 2.89     $ 2.28     $ 0.08  
After income tax
   $ 1.07     $ 2.78     $ 2.08     $ 0.07  
                                 
Diluted earnings per share
                                
Before income tax
   $ 1.20     $ 2.83     $ 2.23     $ 0.07  
After income tax
   $ 1.05     $ 2.73     $ 2.03     $ 0.07  
                                 
EARNINGS PER ADS
                                
Basic earnings per ADS
                                
Before income tax
   $ 6.06     $ 14.45     $ 11.42     $ 0.38  
After income tax
   $ 5.33     $ 13.92     $ 10.41     $ 0.34  
                                 
Diluted earnings per ADS
                                
Before income tax
   $ 5.98     $ 14.16     $ 11.14     $ 0.37  
After income tax
   $ 5.26     $ 13.64     $ 10.16     $ 0.34  

 
The accompanying notes are an integral part of the consolidated financial statements.
 
(With Deloitte & Touche audit report dated April 11, 2012) 
 (Concluded)
 
 
- 38 -
 
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2011 AND 2010
(Amounts in Thousands)

                                             
Other Equity Adjustments
              
                                             
Unrea-lized
                                
         
Capital
          
Retained Earnings
    
Gain (Loss)
    
Cumu-lative
                      
 
  
         
Re-ceived
          
 
    
 
    
Unappro-
          
on Financial
    
Trans-lation
    
Unrecog-nized
    
 
    
 
    
Total
Share-
  
   
Capital Stock
    
in Advance
    
Capital Surplus
    
Legal
Reserve
    
Special
Reserve
    
priated
Earnings
    
Total
    
Instru-ments
    
Adjust-ments
    
Pension
Cost
    
Treasury
Stock
    
Minority
Interest
    
holders’
Equity
  
                                                                               
New Taiwan Dollars
                                                                              
                                                                               
BALANCE, JANUARY 1, 2009
   $ 56,904,278     $ 3,387     $ 6,373,287     $ 2,915,029     $ -     $ 6,306,375     $ 9,221,404     $ (439,438 )   $ 4,873,957     $ (230,401 )   $ (7,034,480 )   $ 2,288,748     $ 71,960,742  
 
Appropriations of 2008 earnings
                                                                                                        
Legal reserve
     -       -       -       616,005       -       (616,005 )     -       -       -       -       -       -       -  
Cash dividends - 5.0%
     -       -       -       -       -       (2,736,568 )     (2,736,568 )     -       -       -       -       -       (2,736,568 )
Adjustment of equity method investments
     -       -       1,369       -       -       27       27       380,464       -       8,793       -       -       390,653  
Cash dividends received by subsidiaries from parent company
     -       -       160,895       -       -       -       -       -       -       -       -       -       160,895  
Change in unrealized gain (loss) on cash flow hedging financial instruments
     -       -       -       -       -       -       -       84,472       -       -       -       -       84,472  
Stock options exercised by employees
     74,245       131,818       32,726       -       -       -       -       -       -       -       -       -       238,789  
Net income in 2009
     -       -       -       -       -       6,744,546       6,744,546       -       -       -       -       158,922       6,903,468  
Cumulative translation adjustments
     -       -       -       -       -       -       -       -       (1,597,449 )     -       -       433,118       (1,164,331 )
Change in net loss not recognized as pension cost
     -       -       -       -       -       -       -       -       -       (27,033 )     -       3,545       (23,488 )
Acquisition of treasury stock - 109,274 thousand shares
     -       -       -       -       -       -       -       -       -       -       (1,314,273 )     -       (1,314,273 )
Retirement of treasury stock - 217,974 thousand shares
     (2,179,740 )     -       (234,522 )     -       -       -       -       -       -       -       2,414,262       -       -  
Changes in minority interest
     -       -       -       -       -       -       -       -       -       -       -       213,335       213,335  
 
BALANCE, DECEMBER 31, 2009
     54,798,783       135,205       6,333,755       3,531,034       -       9,698,375       13,229,409       25,498       3,276,508       (248,641 )     (5,934,491 )     3,097,668       74,713,694  
 
Appropriations of 2009 earnings
                                                                                                        
Legal reserve
     -       -       -       674,455       -       (674,455 )     -       -       -       -       -       -       -  
Stock dividends - 8.4%
     4,615,775       -       -       -       -       (4,615,775 )     (4,615,775 )     -       -       -       -       -       -  
Cash dividends - 3.6%
     -       -       -       -       -       (1,978,190 )     (1,978,190 )     -       -       -       -       -       (1,978,190 )
Issuance of common stock from capital surplus
     879,195       -       (879,195 )     -       -       -       -       -       -       -       -       -       -  
Adjustment of equity method investments
     -       -       (9,510 )     -       -       -       -       124,744       -       (22,109 )     -       -       93,125  
Change in unrealized gain (loss) on available-for-sale financial assets
     -       -       -       -       -       -       -       (9,290 )     -       -       -       (2,467 )     (11,757 )
Disposal of treasury stock held by subsidiaries
     -       -       1,271,532       -       -       -       -       -       -       -       3,975,384       -       5,246,916  
Disposal of equity method investments
     -       -       (1,472 )     -       -       -       -       -       -       8       -       -       (1,464 )
Cash dividends received by subsidiaries from parent company
     -       -       37,536       -       -       -       -       -       -       -       -       -       37,536  
Change in unrealized gain (loss) on cash flow hedging financial instruments
     -       -       -       -       -       -       -       105,351       -       -       -       -       105,351  
Compensation recognized for employee stock options granted
     -       -       319,147       -       -       -       -       -       -       -       -       -       319,147  
Stock options exercised by employees
     226,119       164,493       108,792       -       -       -       -       -       -       -       -       -       499,404  
Net income in 2010
     -       -       -       -       -       18,337,500       18,337,500       -       -       -       -       857,389       19,194,889  
Cumulative translation adjustments
     -       -       -       -       -       -       -       -       (4,397,126 )     -       -       (82,906 )     (4,480,032 )
Change in net loss not recognized as pension cost
     -       -       -       -       -       -       -       -       -       (127,361 )     -       (2,981 )     (130,342 )
Acquisition of treasury stock - 37,000 thousand shares
     -       -       -       -       -       -       -       -       -       -       (1,185,205 )     -       (1,185,205 )
Changes in minority interest
     -       -       -       -       -       -       -       -       -       -       -       (453,713 )     (453,713 )
Changes in minority interest from acquisition of subsidiaries
     -       -       -       -       -       -       -       -       -       -       -       (130,034 )     (130,034 )
 
BALANCE, DECEMBER 31, 2010
     60,519,872       299,698       7,180,585       4,205,489       -       20,767,455       24,972,944       246,303       (1,120,618 )     (398,103 )     (3,144,312 )     3,282,956       91,839,325  
 
Appropriations of 2010 earnings
                                                                                                        
Legal reserve
     -       -       -       1,833,750       -       (1,833,750 )     -       -       -       -       -       -       -  
Special reserve
     -       -       -       -       1,272,417       (1,272,417 )     -       -       -       -       -       -       -  
Stock dividends - 11.5%
     6,957,357       -       -       -       -       (6,957,357 )     (6,957,357 )     -       -       -       -       -       -  
Cash dividends - 6.5%
     -       -       -       -       -       (3,932,419 )     (3,932,419 )     -       -       -       -       -       (3,932,419 )
Adjustment of equity method investments
     -       -       (4,960 )     -       -       -       -       (174,005 )     -       (68,355 )     -       -       (247,320 )
Cash dividends received by subsidiaries from parent company
     -       -       74,160       -       -       -       -       -       -       -       -       -       74,160  
Change in unrealized gain (loss) on available-for-sale financial assets
     -       -       -       -       -       -       -       9,290       -       -       -       (1,470 )     7,820  
Change in unrealized gain (loss) on cash flow hedging financial instruments
     -       -       -       -       -       -       -       153,500       -       -       -       -       153,500  
Compensation recognized for employee stock options granted
     -       -       537,973       -       -       -       -       -       -       -       -       -       537,973  
Stock options exercised by employees
     428,403       (264,005 )     424,928       -       -       -       -       -       -       -       -       -       589,326  
Net income in 2011
     -       -       -       -       -       13,725,958       13,725,958       -       -       -       -       252,991       13,978,949  
Cumulative translation adjustments
     -       -       -       -       -       -       -       -       4,474,556       -       -       95,701       4,570,257  
Change in net loss not recognized as pension cost
     -       -       -       -       -       -       -       -       -       777       -       3,079       3,856  
Acquisition of treasury stock - 105,475 thousand shares
     -       -       -       -       -       -       -       -       -       -       (2,772,634 )     -       (2,772,634 )
Retirement of treasury stock - 37,000 thousand shares
     (370,000 )     -       (815,205 )     -       -       -       -       -       -       -       1,185,205       -       -  
Changes in minority interest
     -       -       -       -       -       -       -       -       -       -       -       (44,294 )     (44,294 )
Changes in minority interest from acquisition of subsidiaries
     -       -       -       -       -       -       -       -       -       -       -       (2,476,005 )     (2,476,005 )
 
BALANCE, DECEMBER 31, 2011
   $ 67,535,632     $ 35,693     $ 7,397,481     $ 6,039,239     $ 1,272,417     $ 20,497,470     $ 27,809,126     $ 235,088     $ 3,353,938     $ (465,681 )   $ (4,731,741 )   $ 1,112,958     $ 102,282,494  
 
BALANCE, DECEMBER 31, 2011 (U.S. Dollars)
   $ 2,231,108     $ 1,179     $ 244,383     $ 199,512     $ 42,036     $ 677,155     $ 918,703     $ 7,766     $ 110,801     $ (15,384 )   $ (156,318 )   $ 36,768     $ 3,379,006  

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

(With Deloitte & Touche audit report dated April 11, 2012)
 
 
- 39 -
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)


   
Year Ended December 31
  
   
2009
    
2010
    
2011
  
   
NT$
    
NT$
    
NT$
    
US$ (Note 2)
  
                         
CASH FLOWS FROM OPERATING ACTIVITIES
                        
Net income
   $ 6,903,468     $ 19,194,889     $ 13,978,949     $ 461,809  
Adjustments to reconcile net income to net cash provided by operating activities:
                                
Depreciation
     16,775,929       18,473,333       21,319,438       704,309  
Amortization
     862,153       1,381,140       1,625,958       53,715  
Compensation cost for employee stock options granted
     -       319,147       537,973       17,772  
Provision for inventory valuation and obsolescence
     191,904       340,268       433,418       14,318  
Equity in earnings of equity method investments
     (330,117 )     (72,980 )     (96,938 )     (3,202 )
Cash dividends received from equity method investments
     82,299       20,589       27,452       907  
Deferred income taxes
     229,744       55,764       460,403       15,210  
Impairment loss
     11,117       251,402       448,056       14,802  
Loss (gain) on disposal of property, plant and equipment
     26,208       445,276       (82,485 )     (2,725 )
Others
     380,208       (783,535 )     683,748       22,588  
Changes in operating assets and liabilities
                                
Financial assets for trading
     (487,231 )     (75,120 )     488,518       16,139  
Accounts receivable
     (6,564,102 )     (1,472,061 )     765,343       25,284  
Other receivables
     (35,730 )     (394,236 )     376,945       12,453  
Inventories
     (1,509,143 )     (2,171,624 )     (1,191,659 )     (39,368 )
Inventories related to construction business
     (6,107,080 )     (2,874,177 )     (3,908,426 )     (129,119 )
Other current assets
     (411,045 )     (132,716 )     (697,969 )     (23,058 )
Financial liabilities for trading
     (8,346 )     410,778       (354,544 )     (11,713 )
Accounts payable
     3,786,668       1,656,567       (3,197,294 )     (105,626 )
Income tax payable
     (83,789 )     1,462,879       (339,119 )     (11,203 )
Accrued expenses
     259,250       2,239,267       1,095,081       36,177  
Advance real estate receipts
     1,507,472       (1,466,097 )     6,292       208  
Other current liabilities and other liabilities
     37,391       156,341       (442,434 )     (14,616 )
                                 
Net cash provided by operating activities
     15,517,228       36,965,094       31,936,706       1,055,061  
                                 
CASH FLOWS FROM INVESTING ACTIVITIES
                                
Acquisition of available-for-sale financial assets
     (42,695,001 )     (16,670,994 )     (1,700,000 )     (56,161 )
Proceeds from disposal of available-for-sale financial assets
     38,971,185       20,883,928       2,078,725       68,673  
Acquisition of bond investments with no active market
     (97,740 )     -       -       -  
Proceeds from disposal of bond investments with no active market
     450,000       -       -       -  
Acquisition of financial assets carried at cost
     (154,544 )     (42,892 )     (97,130 )     (3,209 )
Cash received from return of capital by financial assets carried at cost
     3,203       28,556       24,308       803  
Acquisition of equity method investments
     (84,000 )     -       (285,709 )     (9,439 )
Acquisition of subsidiaries
     -       (6,181,583 )     (2,106,203 )     (69,581 )
                                 
(Continued)
 
 
- 40 -
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)

   
Year Ended December 31
  
   
2009
    
2010
    
2011
  
   
NT$
    
NT$
    
NT$
    
US$ (Note 2)
  
                         
Cash received from return of capital by equity method investments
   $ -     $ 3,169     $ 267,478     $ 8,836  
Acquisition of property, plant and equipment
     (11,445,621 )     (34,109,113 )     (29,417,906 )     (971,850 )
Proceeds from disposal of property, plant and equipment
     93,116       261,010       1,292,012       42,683  
Decrease (increase) in guarantee deposits
     (246,280 )     255,260       (40,405 )     (1,335 )
Decrease (increase) in other receivables
     (450,000 )     450,000       -       -  
Decrease (increase) in restricted assets
     13,851       (17,834 )     55,505       1,834  
Acquisition of intangible assets
     (1,020 )     (231,813 )     (1,158,835 )     (38,283 )
Increase in other assets
     (337,864 )     (713,149 )     (942,537 )     (31,138 )
                                 
Net cash used in investing activities
     (15,980,715 )     (36,085,455 )     (32,030,697 )     (1,058,167 )
                                 
CASH FLOWS FROM FINANCING ACTIVITIES
                                
Proceeds from (repayments of):
                                
Short-term borrowings
     4,245,726       (2,714,111 )     8,810,615       291,067  
Bonds payable
     (1,375,000 )     -       -       -  
Proceeds from long-term bank loans
     31,145,664       32,586,219       29,852,451       986,206  
Repayments of long-term bank loans and net changes in capital lease obligations
     (33,385,917 )     (25,792,377 )     (43,757,641 )     (1,445,578 )
Issuance of bonds payable
     -       -       10,841,834       358,171  
Increase (decrease) in guarantee deposits received
     28,800       (2,269 )     (6,789 )     (224 )
Cash dividends, net of cash dividends received by subsidiaries
     (2,575,673 )     (1,940,654 )     (3,858,259 )     (127,461 )
Proceeds from exercise of stock options by employees
     238,789       499,404       589,326       19,469  
Repurchase of treasury stock
     (1,314,273 )     (1,185,205 )     (2,772,634 )     (91,597 )
Increase (decrease) in minority interest
     213,335       250,448       (41,537 )     (1,372 )
                                 
Net cash provided by (used in) financing activities
     (2,778,549 )     1,701,455       (342,634 )     (11,319 )
                                 
EFFECT OF EXCHANGE RATE CHANGES
     (339,400 )     (1,741,031 )     1,460,857       48,261  
                                 
NET INCREASE (DECREASE) IN CASH
     (3,581,436 )     840,063       1,024,232       33,836  
                                 
CASH, BEGINNING OF YEAR
     26,138,930       22,557,494       23,397,557       772,962  
                                 
CASH, END OF YEAR
   $ 22,557,494     $ 23,397,557     $ 24,421,789     $ 806,798  
                                 
SUPPLEMENTAL INFORMATION
                                
Interest paid
   $ 1,832,333     $ 1,683,056     $ 1,784,181     $ 58,943  
Less:  Capitalized interest
     (173,169 )     (296,827 )     (263,307 )     (8,699 )
Interest paid (excluding capitalized interest)
   $ 1,659,164     $ 1,386,229     $ 1,520,874     $ 50,244  
                                 
Income tax paid
   $ 1,338,967     $ 2,110,097     $ 2,896,928     $ 95,703  
(Continued)
 
- 41 -
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)

   
Year Ended December 31
  
   
2009
    
2010
    
2011
  
   
NT$
    
NT$
    
NT$
    
US$ (Note 2)
  
                         
Cash paid for acquisition of property, plant and equipment
                        
Acquisition of property, plant and equipment
   $ 12,631,932     $ 34,761,050     $ 31,032,002     $ 1,025,173  
Increase in payable
     (1,186,311 )     (651,937 )     (1,614,096 )     (53,323 )
    $ 11,445,621     $ 34,109,113     $ 29,417,906     $ 971,850  
                                 
Cash received from disposal of property, plant and equipment
                                
Proceeds from disposal of property, plant and equipment
   $ 115,263     $ 290,165     $ 1,283,436     $ 42,400  
Decrease (increase) in other receivables
     (22,147 )     (29,155 )     8,576       283  
    $ 93,116     $ 261,010     $ 1,292,012     $ 42,683  
                                 
FINANCING ACTIVITIES NOT AFFECTING CASH FLOWS
                                
Current portion of long-term bank loans
   $ 923,284     $ 2,990,176     $ 3,418,799     $ 112,943  
Current portion of capital lease obligations
     12,055       28,838       42,161       1,393  
Payable to minority interest
     -       718,023       -       -  
(Continued)

In addition to the disclosures in Note 2 to the consolidated financial statements, the supplemental information regarding the acquisitions of newly consolidated subsidiaries is shown as follows:

 
a.
Advanced Semiconductor Engineering, Inc. (“ASE Inc.” or including its subsidiaries, collectively the “Company”), and its subsidiaries acquired shareholdings of Universal Scientific Industrial Co., Ltd. (“USI”) in February 2010 and the net cash receipts and fair values of acquired assets and liabilities of USI at acquisition date were shown as follows:

   
NT$
  
       
Current assets
   $ 29,599,348  
Long-term investments
     497,508  
Property, plant and equipment, net
     6,866,077  
Other assets
     4,743,627  
Current liabilities
     (19,490,014 )
Long-term bank loans (including current portion)
     (100,000 )
Other liabilities
     (365,877 )
      21,750,669  
Percentage of acquired shareholdings
     60.07 %
      13,065,626  
Goodwill
     409,430  
Total consideration
     13,475,056  
Less:  Acquired through delivery of treasury stock
     (5,246,916 )
      8,228,140  
Less:  Cash received of acquired company at acquisition date
     (8,842,323 )
Net cash inflow from the acquisition
   $ (614,183 )
 
 
- 42 -
 
 
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)


 
b.
The Company acquired 100% shareholdings of EEMS Test Singapore Pte. Ltd. from its parent company, EEMS Asia Pte. Ltd. in August 2010. The net cash payments and fair values of acquired assets and liabilities of EEMS Test Singapore Pte. Ltd. at the acquisition date were shown as follows:

   
NT$
  
       
Current assets
   $ 659,669  
Property, plant and equipment, net
     1,472,944  
Other assets
     145,694  
Current liabilities
     (102,192 )
Long-term bank loans (including current portion)
     (108,077 )
      2,068,038  
Goodwill
     236,287  
Total consideration
     2,304,325  
Less:  Cash received of acquired company at acquisition date
     (175,676 )
         
Net cash outflow from the acquisition
   $ 2,128,649  

 
c.
Power ASE Technology Inc. (“PowerASE”) acquired 84.25% shareholdings of Lu - Chu Development Corporation (“Luchu”) from Powerchip Technology Corporation (“PSC”) and its affiliates in October and November 2011.  The net cash payments and fair values of acquired assets and liabilities of Luchu at the acquisition date were shown as follows:

   
NT$
    
US$ (Note 2)
  
             
Current assets
   $ 1,636,455     $ 54,062  
Other assets
     4       -  
Current liabilities
     (981 )     (32 )
Long-term bank loans
     (60,000 )     (1,982 )
      1,575,478       52,048  
Percentage of acquired shareholdings
     84.25 %     84.25 %
      1,327,339       43,850  
Goodwill
     38,899       1,285  
Total consideration
     1,366,238       45,135  
Less :  Cash received of acquired company at acquisition date
     (13,709 )     (453 )
Credit by accounts receivable
     (1,000,000 )     (33,036 )
Other payables under “other liabilities – other”
     (200,000 )     (6,607 )
                 
Net cash outflow from the acquisition
   $ 152,529     $ 5,039  

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

 
(With Deloitte & Touche audit report dated April 11, 2012) (Concluded)
 
 
- 43 -
 
 
■Attachment IV
 
Advanced Semiconductor Engineering, Inc.
Issuance and conversion policies for privately placed overseas unsecured convertible bonds (Tentative)

1. 
Total amount on offer
 
The maximum amount of corporate bonds issued by the Company is US$●. Each security has a face value of US$● and is issued at its full value.
 
2. 
Issuance duration
 
● years.
 
3. 
Coupon rate
 
Annual percentage rate is 0% to 5%.
 
4.
Date and manner of principal repayment
 
Exception for cases where the bondholders exercise the rights to convert or sell back the bonds, or the Company repurchases and cancels the bonds, the Company shall make repayments to each bondholder at maturity the amount equal to the face value of the bonds plus the interest accrued as compensation in one lump sum cash payment.
 
5. 
Manner of issuance
 
The current private placement of overseas convertible bonds will be issued outside the Republic of China, and will be subject to the laws and regulations of the offshore placement country and handled based on common practices in international markets.
 
6. 
Conversion price and conversion policy
 
The conversion price shall be no less than the closing price of the Company's common stocks prevailing in the Taiwan Stock Exchange (TSE) on the pricing date, or the simple arithmetic mean of stock prices within one business day, three business days or five business days prior to the pricing date, upon ex-right (or ex-right upon capital reduction) and ex-dividend of the gratis dividend allocation, or 80% of the simple arithmetic mean of stock prices over the period of thirty business days prior to the pricing date, upon ex-right (or ex-right upon capital reduction) and ex-dividend of the gratis dividend allocation. The shareholders' meeting is asked to authorize the Board of Directors to proceed at its discretion in determining the actual price.Following the issuance of these bonds, in the event that the Company's common shares issued (or privately placed) have increased in quantity (including but not limited to issuance via public offer or private placement for
 
 
 
- 44 -
 
 
 
capital increase, capital increase by earnings recapitalization, capital increase by capital reserve, capital increase by employee dividend, merger or consolidation of companies or transfer of shares to other companies for new share issuance, stock splits and cash capital increase for Global Depositary Receipt purposes), distribution of cash or stock dividend, various securities with the conversion rights of common stocks or subscription rights convertible at a price lower than the current price or reissue at the subscription (or private placement), or the reduction of the number of the Company's common shares due to reason other than capital reduction via the cancellation of treasury shares, the conversion prices shall be adjusted accordingly.
After the bonds have been issue for ● full months and before the maturity date, the bondholders may exercise their rights to convert the bonds to common shares at any time, except during the period specified by law to suspend ownership transfer.
 
7.           The Company's repurchase right with respect to these bonds
 
The Company may opt not to include repurchase right, or it may repurchase these bonds outstanding in cash at face value or with interest compensation in the following circumstances.
1. Where the outstanding balance of the bonds reaches 10% of the total issued amount during the period from the day following the first anniversary of the bonds' issuance to 40 days prior to the maturity date of the bonds.
2. Where the closing prices of the Company's common shares on the centralized exchange exceed the conversion price of the bond at the time by 30% or more for 30 consecutive business days during the period from the day following the first anniversary of the bonds' issuance to 40 days prior to the maturity date of the bonds.
 
8.           Bondholders' reverse repurchase right:
 
The Company may opt not to include reverse repurchase right or the right for the bondholder to demand that the Company redeem these bonds at the price calculated at the yield of ● % per annum in whole or in part after the bonds have been issued for ● full months.
 
9.
Supplemental public issuance of shares following the conversion of these corporate bonds
 
The shares converted from these bonds three full years after they have been delivered may be filed with the FSC for public issuance. They may also be listed on the TSE after the application to the Taiwan Stock Exchange Corporation for listing has been approved.
 
 
- 45 -
 
 
10.           Applicable laws
 
The issuance, management and disposal of these corporate bonds are subject to the laws of the State of New York. However, the approval of the issuance of these corporate bonds and the exercise of conversion rights shall be carried out in accordance with the laws of the Republic of China and are governed by the laws of the Republic of China.
 
11.           Restrictions on sale
 
These corporate bonds may not be offered, sold or delivered within the territory of the Republic of China. These corporate bonds shall be offered in accordance with the laws and regulations of the country located outside of the territory of the Republic of China.
 
12.           Taxes
 
1.           Withholding tax rate: According to existing tax laws, for a profit-seeking enterprise without a fixed place of business within the territory of the Republic of China, or an individual not residing in the territory of the Republic of China, the interest and premium income received from holding these corporate bonds shall be subject to a 15% withholding tax treatment.
2.           Securities transaction tax: Investors shall be responsible for paying tax equal to 0.3% of the total sale price at the time of the shares' sale.
 
The above withholding tax rate and securities transaction tax are current requirements; the latest applicable tax rates shall apply if changes to the taxation laws of the Republic of China are made.
 
 
- 46 -
 

■Attachment V
Advanced Semiconductor Engineering, Inc.
Issuance and conversion policies for privately placed overseas subordinated convertible perpetuities (Tentative)

1.           Total amount on offer
 
The maximum amount of corporate bonds issued by the Company is US$●. Each security has a face value of US$● and is issued at its full value.
 
2.           Coupon rate
 
The annual percentage rate of the coupon is ●%. This annual percentage may, subject to the agreement, be raised after the bond(s) have been issued for a specified period of time; payment of the interest may also be deferred.
 
3.           Issuance duration
 
There is no maturity date.
 
4.           Order of claims
 
Except under specific circumstances, these bonds are subordinate to the Company's general creditors but superior to the residual claims on asset distribution by the Company's shareholders.
5.           Conversion price and conversion policy
 
The conversion price shall be no less than the closing price of the Company's common stocks prevailing in the Taiwan Stock Exchange (TSE) on the pricing date, or the simple arithmetic mean of stock prices within one business day, three business days or five business days prior to the pricing date, upon ex-right (or ex-right upon capital reduction) and ex-dividend of the gratis dividend allocation, or 80% of the simple arithmetic mean of stock prices over the period of thirty business days prior to the pricing date, upon ex-right (or ex-right upon capital reduction) and ex-dividend of the gratis dividend allocation. The shareholders' meeting is asked to authorize the Board of Directors to proceed at its discretion in determining the actual price.
 
Following the issuance of these bonds, in the event that the Company's common shares issued (or privately placed) have increased in quantity (including but not limited to issuance via public offer or private placement for capital increase, capital increase by earnings recapitalization, capital increase by capital reserve, capital increase by employee dividend, merger or consolidation of companies or transfer of shares to other companies for new share issuance, stock splits and cash capital increase for Global Depositary Receipt purposes), distribution of cash or stock dividend, various securities
 
 
- 47 -
 
 
with the conversion rights of common stocks or subscription rights convertible at a price lower than the current price or reissue at the subscription (or private placement), or the reduction of the number of the Company's common shares due to reason other than capital reduction via the cancellation of treasury shares, the conversion prices shall be adjusted accordingly.
 
After the bonds have been issue for ● full months and before the maturity date, the bondholders may exercise their rights to convert the bonds to the issuing company's common shares at any time or to participate in the issuance of Global Depositary Receipt, except during the period specified by law to suspend ownership transfer.
 
6.           The Company's repurchase right with respect to these bonds
 
The Company may opt to repurchase these bonds in cash at face value or with interest compensation after the bonds have been issued for five full years or seven full years.
 
7.
Supplemental public issuance of shares following the conversion of these corporate bonds
 
The shares converted from these bonds three full years after they have been delivered may be filed with the FSC for public issuance. They may also be listed on the TSE after the application to the Taiwan Stock Exchange Corporation for listing has been approved.
 
8.
Taxes
 
1.        Withholding tax rate: According to existing tax laws, for a profit-seeking enterprise without a fixed place of business within the territory of the Republic of China, or an individual not residing in the territory of the Republic of China, the interest and premium income received from holding these corporate bonds shall be subject to a 15% withholding tax treatment.
 
2.          Securities transaction tax: Investors shall be responsible for paying tax equal to 0.3% of the total sale price at the time of the shares' sale.
 
The above withholding tax rate and securities transaction tax are current requirements; the latest applicable tax rates shall apply if changes to the taxation laws of the Republic of China have been made.
 
 
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■Attachment VI
 
Advanced Semiconductor Engineering, Inc.
 
Table of Comparison of the Revised Procedure for the Acquisition or Disposal of Assets
Original Provisions
Provisions after Revision
Article 1: Purpose and Legal Basis
For the purposes of protecting assets and ensuring proper disclosure of information, we have established the Procedure based on relevant provisions of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the Financial Supervisory Commission (hereinafter referred to as "FSC"), Executive Yuan. Any matters not covered herein shall be handled in accordance with relevant laws and regulations.
 
Article 1: Purpose and Legal Basis
For the purposes of protecting assets and ensuring proper disclosure of information, we have established the Procedure based on relevant provisions of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the Financial Supervisory Commission (hereinafter referred to as "FSC"), Executive Yuan, and the requirements contained herein shall be complied with. Any matters not covered by the Procedure shall be handled in accordance with relevant laws and regulations.
Article 7: Procedure for the Acquisition or Disposal of Securities
 
A.      Operating Procedures
 
1.     The acquisition or disposal of short-and long-term securities by the Company shall be carried out in accordance with the investment cycle operation of the Company's internal control system.
 
2.      Authorized amount and level of approval
 
I.      Apart from the acquisition or disposal of short-term securities and matters associated with financial deployment (e.g., bonds with repurchase agreements and bond funds), where the responsible department shall carry out in accordance with the internally approved authorization, if the amount of the acquisition or disposal of short- and long-term securities is NT$300 million or less, the President is authorized to approve the transaction, which should be submitted to the Board of Directors subsequently for ratification; and if the amount of the acquisition or disposal of short- and long-term securities exceeds NT$300 million, the transaction may only be carried out after it has been submitted to and approved by the Board of Directors.
 
II.    An investment in mainland China must first be approved by the shareholders' meeting or implemented by the Board of Directors upon authorization by the shareholders' meeting, and an application must be submitted to the Investment Commission, MOEA for approval before being carried out.
 
III.   If the acquisition or disposal of assets calls for the passing of a resolution or ratification by the shareholders' meeting, as required by the provisions of the Company Act or other applicable laws, proceed in accordance with the regulatory requirements.
 
3.      Responsible department
         The acquisition or disposal of short- and long-term securities by the Company shall be carried out  by the Finance Department.
 
B.      Evaluation procedure
 
1.     When acquiring or disposing of securities, the Company shall first obtain the target entity's latest financial statements or other relevant information that has been certified or reviewed by a certified public accountant; the responsible department shall then carry out relevant benefit analysis and evaluate the potential investment risks.
 
2.     Determination of prices and basis of reference:
 
I.      The prices of securities acquired or disposed of in a centralized securities exchange market or an over-the-counter market shall be determined by their prices at the time of transactions.
 
II.     When acquiring or disposing of securities via methods other than a centralized securities exchange market or an over-the-counter market, it is necessary to take into consideration the net worth per share, profitability, future development potential, market interest rates, bond coupon rate and the credit ratings of the debtors, and price negotiations shall be based on the latest available traded prices.
 
C.      If the transaction amount associated with the acquisition or disposal of securities by the Company exceeds 20% of the Company's total paid-in capital or NT$300 million, a certified public accountant should be consulted for his or her opinion with regard to the reasonableness of the transaction price. However, the above need not apply where there is an active market for the securities and public price quotations are available, or otherwise specified by the FSC.
Article 7: Procedure for the Acquisition or Disposal of Securities
 
A.      Operating Procedures
 
1.      The acquisition or disposal of short-and long-term securities by the Company shall be carried out in accordance with the investment cycle operation of the Company's internal control system.
 
2.      Authorized amount and level of approval
 
I.      Apart from the acquisition or disposal of short-term securities and matters associated with financial deployment (e.g., bonds with repurchase agreements and bond funds), where the responsible department shall carry out in accordance with the internally approved authorization, if the amount of the acquisition or disposal of short- and long-term securities is NT$300 million or less, the President is authorized to approve the transaction, which should be submitted to the Board of Directors subsequently for ratification; and if the amount of the acquisition or disposal of short- and long-term securities exceeds NT$300 million, the transaction may only be carried out after it has been submitted to and approved by the Board of Directors.
 
II.      An investment in mainland China must first be approved by the shareholders' meeting or implemented by the Board of Directors upon authorization by the shareholders' meeting, and an application must be submitted to the Investment Commission, MOEA for approval before being carried out.
 
III.      If the acquisition or disposal of assets calls for the passing of a resolution or ratification by the shareholders' meeting, as required by the provisions of the Company Act or other applicable laws, proceed in accordance with the regulatory requirements.
 
3.      Responsible department
The acquisition or disposal of short- and long-term securities by the Company shall be carried out by the Finance Department.
 
B.      Evaluation procedure
 
1.      When acquiring or disposing of securities, the Company shall, prior to the day of occurrence of such action, first obtain the target entity's latest financial statements or other relevant information that has been certified or reviewed by a CPA; the responsible department shall then carry out relevant benefit analysis and evaluate the potential investment risks.
 
2.      Determination of prices and basis of reference:
 
I. The prices of securities acquired or disposed of in a centralized securities exchange market or an over-the-counter market shall be determined by their prices at the time of transactions.
 
II.      When acquiring or disposing of securities via methods other than a centralized securities exchange market or an over-the-counter market, it is necessary to take into consideration the net worth per share, profitability, future development potential, market interest rates, bond coupon rate and the credit ratings of the debtors, and price negotiations shall be based on the latest available traded prices.
 
C.      If the transaction amount associated with the acquisition or disposal of securities by the Company exceeds 20% of the Company's total paid-in capital or NT$300 million, a certified public accountant should be consulted for his or her opinion with regard to the reasonableness of the transaction price prior to the day of occurrence of the transaction. If it is necessary for the accountant to utilize the report of an expert, provisions of the Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (ARDF) shall be followed. However, the above need not apply where there is an active market for the securities and public price quotations are available, or otherwise specified by the FSC.
 
 
 
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Article 8: Procedure for the Acquisition or Disposal of Real Estate Properties or Other Fixed Assets
 
A      Operating Procedures
 
1.      The acquisition or disposal of real estate properties or other fixed assets by the Company shall be carried out in accordance with the fixed assets cycle operation of the Company's internal control system.
 
2.      Authorized amount and level of approval
 
I.      The acquisition or disposal of real estate properties or other fixed assets by the Company shall be carried out in accordance with all internally approved levels of authorization and submitted to each level for approval.
 
II.     If it is necessary to conclude the business rapidly under time constraints in order to accommodate business requirements when entering into a transaction agreement with a counterparty, where the amount does not exceed 1% of the Company's latest financial statement's net income, approval may first be secured from the President to complete the agreement, which shall then be submitted to the next board meeting for ratification.
 
III.   If the acquisition or disposal of assets calls for the passing of a resolution or ratification by the shareholders' meeting, as required by the provisions of the Company Act or other applicable laws, proceed in accordance with the regulatory requirements.
 
3.      Responsible department
 
The acquisition or disposal of real estate properties and other fixed assets by the Company shall be carried out by the requesting department and other departments with corresponding responsibilities.
 
B      Evaluation procedure:
 
1.      When acquiring or disposing real estate properties and other fixed assets of the Company, the responsible department shall first prepare a capital expenditure proposal containing a feasibility assessment based on the purpose of the acquisition or disposal of the assets, expected benefits and other information.
 
2.      Determination of prices and basis of reference
 
I.      When acquiring or disposing a real estate property, factors such as its published present value, appraised value and actual transaction prices of other properties in its vicinity shall be taken into consideration in the negotiation of transaction terms and price.
 
II.      The acquisition or disposal of other fixed assets shall be carried out via price inquiry, restricted tendering or single tendering, or via open tender.
 
C      Where the acquisition or disposal of real estate properties or other fixed assets is compliant with specific requirements, an appraisal report from a professional appraiser must be obtained.
 
In acquiring or disposing of real estate property or other fixed assets where the transaction amount exceeds 20% of the Company's paid-in capital or NT$300 million, the Company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of machinery and equipment for business use, shall obtain an appraisal report from a professional appraiser and shall further comply with the following provisions:
 
1.      Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.
 
2.      Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
 
3.      Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
 
I.      The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.
 
II.      The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.
 
4.      Where the appraisal is conducted prior to the contract execution date, no more than three months may elapse between the date of the appraisal report and the contract execution date. However, where the publicly announced present value for the same period is used and not more than six months have elapsed, an opinion may still be issued by the original professional appraiser.
 
Article 8: Procedure for the Acquisition or Disposal of Real Estate Properties or Other Fixed Assets
 
A Operating Procedures
 
1.      The acquisition or disposal of real estate properties or other fixed assets by the Company shall be carried out in accordance with the fixed assets cycle operation of the Company's internal control system.
 
2.      Authorized amount and level of approval
 
I.     The acquisition or disposal of real estate properties or other fixed assets by the Company shall be carried out in accordance with all internally approved levels of authorization and submitted to each level for approval.
 
 
II.    If it is necessary to conclude the business rapidly under time constraints in order to accommodate business requirements, where the above is submitted to the Board of Directors for approval in accordance with the internally approved authorization and does not exceed 1% of the Company's latest financial statement's net income, approval may first be secured from the President to complete the agreement, which shall then be submitted to the next board meeting for ratification.
 
III.   If the acquisition or disposal of assets calls for the passing of a resolution or ratification by the shareholders' meeting, as required by the provisions of the Company Act or other applicable laws, proceed in accordance with the regulatory requirements.
 
3.     Responsible department
 
The acquisition or disposal of real estate properties and other fixed assets by the Company shall be carried out by the requesting department and other departments with corresponding responsibilities.
 
B     Evaluation procedure:
 
1.     When acquiring or disposing real estate properties and other fixed assets of the Company, the responsible department shall first prepare a capital expenditure proposal containing a feasibility assessment based on the purpose of the acquisition or disposal of the assets, expected benefits and other information.
 
2.      Determination of prices and basis of reference
 
I.      When acquiring or disposing a real estate property, factors such as its published present value, appraised value and actual transaction prices of other properties in its vicinity shall be taken into consideration in the negotiation of transaction terms and price.
 
II.    The acquisition or disposal of other fixed assets shall be carried out via price inquiry, restricted tendering or single tendering, or via open tender.
 
C      Where the acquisition or disposal of real estate properties or other fixed assets is compliant with specific requirements, an appraisal report from a professional appraiser must be obtained prior to the day of occurrence of such an event.
 
In acquiring or disposing of real estate property or other fixed assets where the transaction amount exceeds 20% of the Company's paid-in capital or NT$300 million, the Company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of machinery and equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:
 
1.      Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.
 
2.      Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
 
3.      Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
 
I.     The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.
 
II.    The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.
 
4.     No more than three months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date. However, where the publicly announced present value for the same period is used and not more than six months have elapsed, an opinion may still be issued by the original professional appraiser.
 
 
 
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Article 9: Procedure for the Acquisition or Disposal of Memberships or Intangible Assets
 
A      Evaluation and operating procedures
 
1.      The acquisition or disposal of memberships or intangible assets by the Company shall be carried out in accordance with the investment cycle operation of the Company's internal control system.
 
2.      Transaction terms, transaction price, authorized amount and level of approval
 
I.      When acquiring or disposing of memberships, their fair market values should be taken into consideration in the negotiation of transaction terms and prices, from which an analysis report shall be prepared and submitted in accordance with all internally approved levels of authorization and submitted to each level for approval.
 
II.     When acquiring or disposing of memberships, their fair market values or evaluation reports from experts should be taken into consideration in the negotiation of transaction terms and prices, from which an analysis report shall be prepared and submitted to each level for approval in accordance with the Company's "Internal Authorization Level Table."
 
3.      Responsible department
 
The acquisition or disposal of memberships or intangible assets by the Company shall be carried out by the requesting department and Finance Department in accordance with the internally approved authorization in the preceding paragraph.
 
B      If the transaction amount reaches a certain specified level in the acquisition or disposal of memberships or intangible assets, a certified public accountant should be consulted for his or her opinion.
 
Where the Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20% or more of the Company's paid-in capital or NT$300 million or more, the Company shall engage a certified public accountant to render an opinion on the reasonableness of the transaction price; the certified public accountant shall comply with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (ARDF).
Article 9: Procedure for the Acquisition or Disposal of Memberships or Intangible Assets
 
A      Evaluation and operating procedures
 
1.     The acquisition or disposal of memberships or intangible assets by the Company shall be carried out in accordance with the investment cycle operation of the Company's internal control system.
 
2.     Transaction terms, transaction price, authorized amount and level of approval
 
I.      When acquiring or disposing of memberships, their fair market values should be taken into consideration in the negotiation of transaction terms and prices, from which an analysis report shall be prepared and submitted in accordance with all internally approved levels of authorization and submitted to each level for approval.
 
II.    When acquiring or disposing of memberships, their fair market values or evaluation reports from experts should be taken into consideration in the negotiation of transaction terms and prices, from which an analysis report shall be prepared and submitted to each level for approval in accordance with the Company's "Internal Authorization Level Table."
 
3.      Responsible department
The acquisition or disposal of memberships or intangible assets by the Company shall be carried out by the requesting department and Finance Department in accordance with the internally approved authorization in the preceding paragraph.
 
B      If the transaction amount reaches a certain specified level in the acquisition or disposal of memberships or intangible assets, a certified public accountant should be consulted for his or her opinion.
 
Where the Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20% or more of the Company's paid-in capital or NT$300 million or more, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the certified public accountant shall comply with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (ARDF).
 
 
Article 9-1: The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Paragraph 2, Article 31 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a certified public accountant's opinion has been obtained need not be counted toward the transaction amount.
 
 
 
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Chapter 3. Acquiring Real Estate Properties from Related Parties
Chapter 3 Related Party Transactions
Article 12: When the Company acquires a real estate property from a related party via purchase or trade, it is necessary to comply with the provisions of Article 8, Article 10 and this Chapter to ensure that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised.
When determining whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
Article 12: When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10% or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a certified public accountant's opinion in compliance with the provisions of the preceding Chapter and this Chapter.
The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 9-1 herein.
When determining whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
Article 13: Procedure for Acquiring Real Estate Properties from a Related Party
If the Company intends to acquire real estate properties from a related party, the responsible department may only do so after having submitted the following information to the Board of Directors for approval and received recognition from the supervisors:
 
 
A      The purpose, necessity and anticipated benefit of the acquisition of said real estate properties.
 
B      The reason for choosing the related party as a trading counterparty.
 
C      Information regarding the appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 14 or Article 15.
 
 
D      The date and price at which the related party originally acquired the real estate property, the original trading counterparty, and that trading counterparty's relationship to the Company and the related party.
 
E      Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the fund's utilization.
 
F      Restrictive conditions and other important stipulations associated with the transaction.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
If the Company has created the position of independent director pursuant to the provisions of the Securities and Exchange Act, and if a matter is submitted for discussion by the Board of Directors in accordance with the preceding paragraph, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting.
 
If the Company has established an audit committee pursuant to the provisions of the Securities and Exchange Act and a matter for which paragraph 1 requires recognition by the supervisors, then approval by more than one half of all audit committee members is required and the matter should then be submitted to the Board of Directors for a resolution.
 
If approval of more than half of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the Board of Directors meeting.
The terms "all audit committee members" in paragraph 3 and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.
Article 13: Procedure for Related Party Transactions
When the Company intends to acquire or dispose of real estate properties from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, the responsible department may not proceed to enter into a transaction contract or make a payment until the following matters have been submitted to and approved by the Board of Directors and recognized by the supervisors:
 
A      The purpose, necessity and anticipated benefit of the acquisition or disposal of said real estate properties.
 
B      The reason for choosing the related party as a trading counterparty.
 
C      With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 14 and Article 15.
 
D      The date and price at which the related party originally acquired the real estate property, the original trading counterparty, and that trading counterparty's relationship to the Company and the related party.
 
E      Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the fund's utilization.
 
F      An appraisal report from a professional appraiser or a certified public accountant's opinion obtained in compliance with the preceding article.
 
G      Restrictive conditions and other important stipulations associated with the transaction.
The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Paragraph 2, Article 31 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Board of Directors and recognized by the supervisors need not be counted towards the transaction amount.
 
With respect to the acquisition or disposal of machinery and equipment for business use between the Company and its parent or subsidiaries, if the transaction amount does not exceed 1% of the Company's net worth as indicated in the latest financial statements, the Chairman of the Board shall be delegated the authority to decide such matters and the decisions shall be subsequently submitted to and ratified by the next Board of Directors meeting.
 
If the Company has created the position of independent director pursuant to the provisions of the Securities and Exchange Act, and if a matter is submitted for discussion by the Board of Directors in accordance with the provisions of Paragraph 1 and Paragraph 3, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting.
If the Company has established an audit committee pursuant to the provisions of the Securities and Exchange Act and a matter for which paragraph 1 requires recognition by the supervisors, then approval by more than one half of all audit committee members is required and the matter should then be submitted to the Board of Directors for a resolution.
 
If approval of more than half of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the Board of Directors meeting.
The terms "all audit committee members" in Paragraph 5 and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.
 
 
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Article 26: Evaluation and operating procedures
 
A      When participating in a merger, demerger, acquisition or transfer of shares, it is advisable for the Company to engage an attorney, a certified public accountant and an underwriter to jointly develop an estimated schedule for the procedures prescribed by law, and a task force shall be organized to implement the actions in accordance with these procedures. Furthermore, prior to convening the Board of Directors meeting to resolve the matter, the Company shall engage a certified public accountant, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Board of Directors for deliberation and passage.
 
B      When participating in a merger, demerger, acquisition or transfer of shares, the Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger or acquisition prior to the shareholders' meeting and include it along with the aforementioned expert opinion when sending shareholders notification of the shareholders' meeting for reference in deciding whether to approve the merger, demerger or acquisition. However, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger or acquisition, this restriction shall not apply.
 
C      Where the shareholders' meeting of any one of the companies participating in a merger, demerger or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders' meeting, the Company shall immediately explain publicly the reason, the follow-up measures and the preliminary date of the next shareholders' meeting.
 
D      When participating in a merger, demerger or acquisition, the Company shall convene a Board of Directors meeting and shareholders' meeting with other participating companies on the day of the transaction to resolve matters relevant to the merger, demerger or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.
 
E      When participating in a transfer of shares, the Company shall call a Board of Directors meeting with other participating companies on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.
 
F      When participating in a merger, demerger, acquisition or transfer of shares, the Company shall prepare a full written record of the following information and retain it for five years for reference.
 
1.      Basic identification data for personnel: Including the occupational titles, names and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition or transfer of another company's shares prior to disclosure of the information.
 
2.      Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract and the convening of a Board of Directors meeting.
 
3.      Important documents and minutes: Including merger, demerger, acquisition and share transfer plans, any letter of intent or memorandum of understanding, material contracts and minutes of Board of Directors meetings.
 
G      When participating in a merger, demerger, acquisition or transfer of shares, the Company shall, within two days from the date of passage of a resolution by the Board of Directors, report the information set out in Subparagraphs 1 and 2 of the preceding paragraph in the prescribed format and via the Internet-based information system to the FSC for recordation.
 
H      Where any of the companies participating in a merger, demerger, acquisition or transfer of shares is neither listed on an exchange nor has its shares traded on an over-the-counter market, the Company shall sign an agreement with the company (or companies) listed or traded and shall abide by the provisions of the preceding two paragraphs.
Article 26: Evaluation and operating procedures
 
A      When participating in a merger, demerger, acquisition or transfer of shares, it is advisable for the Company to engage an attorney, a certified public accountant and an underwriter to jointly develop an estimated schedule for the procedures prescribed by law, and a task force shall be organized to implement the actions in accordance with these procedures. Furthermore, prior to convening the Board of Directors meeting to resolve the matter, the Company shall engage a certified public accountant, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Board of Directors for deliberation and passage.
 
B      When participating in a merger, demerger, acquisition or transfer of shares, the Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger or acquisition prior to the shareholders' meeting and include it along with the aforementioned expert opinion when sending shareholders notification of the shareholders' meeting for reference in deciding whether to approve the merger, demerger or acquisition. However, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger or acquisition, this restriction shall not apply.
 
C      Where the shareholders' meeting of any one of the companies participating in a merger, demerger or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders' meeting, the Company shall immediately explain publicly the reason, the follow-up measures and the preliminary date of the next shareholders' meeting.
 
D      When participating in a merger, demerger or acquisition, the Company shall convene a Board of Directors meeting and shareholders' meeting with other participating companies on the day of the transaction to resolve matters relevant to the merger, demerger or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.
 
E      When participating in a transfer of shares, the Company shall call a Board of Directors meeting with other participating companies on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.
 
F      When participating in a merger, demerger, acquisition or transfer of shares, the Company shall prepare a full written record of the following information and retain it for five years for reference.
 
1.      Basic identification data for personnel: Including the occupational titles, names and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition or transfer of another company's shares prior to disclosure of the information.
 
2.      Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract and the convening of a Board of Directors meeting.
 
3.      Important documents and minutes: Including merger, demerger, acquisition and share transfer plans, any letter of intent or memorandum of understanding, material contracts and minutes of Board of Directors meetings.
 
G      When participating in a merger, demerger, acquisition or transfer of shares, the Company shall, within two days commencing immediately from the date of passage of a resolution by the Board of Directors, report the information set out in Subparagraphs 1 and 2 of the preceding paragraph in the prescribed format and via the Internet-based information system to the FSC for recordation.
 
H      Where any of the companies participating in a merger, demerger, acquisition or transfer of shares is neither listed on an exchange nor has its shares traded on an over-the-counter market, the Company shall sign an agreement with the company (or companies) listed or traded and shall abide by the provisions of the preceding two paragraphs.
 
 
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Article 31: Public Announcement and Regulatory Filing Procedures
 
A      Under any of the following circumstances, when acquiring or disposing of assets, the Company shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within two days from the date of occurrence of the event:
 
1.      Acquisition of real estate property from a related party.
 
2.      Engaging in an investment in mainland China.
 
3.      Engaging in a merger, demerger, acquisition or transfer of shares.
 
4.      Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in Paragraph 2, Article 18 herein.
 
5.      Where an asset transaction other than any of those referred to in the preceding four subparagraphs reaches 20% or more of the Company's paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
 
I.      Trading of government bonds.
 
II.     Trading of bonds under repurchase and resale agreements.
 
III.    Where the type of asset acquired or disposed is equipment/machinery for business use, the trading counterparty is not a related party, and the transaction amount is less than NT$500 million.
 
IV.    Where the subsidiary of the Company is a professional investment firm and is engaging in securities trading on foreign or domestic securities exchanges or over-the-counter markets.
 
V.     Where land is acquired under an arrangement on engaging others to build on the company's own land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is less than NT$500 million.
The transaction amounts above shall be calculated as follows:
 
I.      The amount of any individual transaction.
 
II.     The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.
 
III.    The cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year.
 
IV.    The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
 
B      The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.
 
C      Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within two days from the date of occurrence of the event:
 
1.      Change, termination or rescission of a contract signed in regard to the original transaction.
 
2.      The merger, demerger, acquisition or transfer of shares is not completed by the scheduled date set forth in the contract.
 
D     At the time of public announcement, if the Company makes an error or omission in an item required by regulations to be publicly announced and is therefore required to correct it, all the items shall again be publicly announced and reported in their entirety.
 
E      When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and opinions of the certified public accountant, attorney and securities underwriter at the Company headquarters, where they shall be retained for five years, except where another act provides otherwise.
 
F      If a subsidiary of the Company is not a domestic public company and the acquisition or disposal of the assets by the subsidiary meets the above public announcement and regulatory filing requirements, the Company shall conduct the public announcement and regulatory filing on its behalf. However, the "20% of paid-in capital" requirement that is applicable to the subsidiary's public announcement and regulatory filing refers to the Company's paid-in capital.
Article 31: Public Announcement and Regulatory Filing Procedures
 
A    Under any of the following circumstances, when acquiring or disposing of assets, the Company shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within two days commencing immediately from the date of occurrence of the event:
 
1.    Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements.
 
2.    Engaging in a merger, demerger, acquisition or transfer of shares.
 
3.    Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in Paragraph 2, Article 18 herein.
 
4.    Where an asset transaction other than any of those referred to in the preceding three subparagraphs or an investment in mainland China reaches 20% or more of the Company's paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
 
I.     Trading of government bonds.
 
II.    Trading of bonds under repurchase and resale agreements.
 
III.   Where the type of asset acquired or disposed is equipment/machinery for business use, the trading counterparty is not a related party, and the transaction amount is less than NT$500 million.
 
IV.   Where the subsidiary of the Company is a professional investment firm and is engaging in securities trading on foreign or domestic securities exchanges or over-the-counter markets.
 
V.    Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is less than NT$500 million.
 
B     The amount of transactions specified in the preceding paragraph shall be calculated as follows:
 
1.     The amount of any individual transaction.
 
2.     The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.
 
3.    The cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year.
 
4.    The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
 
C.   "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with the provisions herein need not be counted toward the transaction amount.
 
D.   The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.
 
E.    Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within two days commencing immediately from the date of occurrence of the event:
 
1.    Change, termination or rescission of a contract signed in regard to the original transaction.
 
2.    The merger, demerger, acquisition or transfer of shares is not completed by the scheduled date set forth in the contract.
 
3.    Change to the originally publicly announced and reported information.
 
F.    At the time of public announcement, if the Company makes an error or omission in an item required by regulations to be publicly announced and is therefore required to correct it, all the items shall again be publicly announced and reported in their entirety.
 
G.    When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and opinions of the certified public accountant, attorney and securities underwriter at the Company headquarters, where they shall be retained for five years, except where another act provides otherwise.
 
H.    If a subsidiary of the Company is not a domestic public company and the acquisition or disposal of the assets by the subsidiary meets the above public announcement and regulatory filing requirements, the Company shall conduct the public announcement and regulatory filing on its behalf. However, the "20% of paid-in capital or 10% of total assets" requirement that is applicable to the subsidiary's public announcement and regulatory filing refers to the Company's paid-in capital or total assets.
 
 
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Article 32: Control Procedures for the Acquisition and Disposal of Assets by Subsidiaries
 
A      The Company shall see to it that its subsidiaries adopt the procedures for the acquisition or disposal of assets in compliance with the provisions of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
 
B      The acquisition and disposal of assets by the Company's subsidiaries shall be governed by their respective "internal control systems" and "procedures for the acquisition or disposal of assets." In addition, every month each subsidiary shall compile a written report on assets acquired or disposed of during the preceding month (up to the end of that month) and submit it the Company by the 10th day of the month.
 
C      The Company's audit department shall include the asset acquisition and disposal operations of its subsidiaries as one of its annual audit plans, and the results of the audit shall then be included as an essential item in the audit report to the supervisors.
Article 32: Control Procedures for the Acquisition and Disposal of Assets by Subsidiaries
 
A      The Company shall see to it that its subsidiaries adopt and implement the procedures for the acquisition or disposal of assets in compliance with the provisions of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
 
B      The acquisition and disposal of assets by the Company's subsidiaries shall be governed by their respective "internal control systems" and "procedures for the acquisition or disposal of assets." In addition, every month each subsidiary shall compile a written report on assets acquired or disposed of during the preceding month (up to the end of that month) and submit it the Company by the 10th day of the month.
 
C      The Company's audit department shall include the asset acquisition and disposal operations of its subsidiaries as one of its annual audit plans, and the results of the audit shall then be included as an essential item in the audit report to the supervisors.
 

 
 
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 ■Attachment VII
 
 
Advanced Semiconductor Engineering, Inc.
 
Table of Comparison of the Company’s revised Rules Governing the Election of Directors and Supervisors
 

Original Provisions
Provisions after Revision
Article 2:
 
During the process of electing the Company's directors and supervisors, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected. Ballots of a quantity equal to the number of directors and supervisors to be elected shall be prepared by the Board of Directors and distributed to all shareholders.
 
In the election described in the preceding paragraph, the total number of votes per share may be consolidated for the election of one candidate or may be split for the election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elect or a supervisor elect. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers. The name of a voter may be replaced by the attendance pass serial number printed on the ballot. The ballots shall be prepared and distributed by the Board of Directors, and the number of shares corresponding to each attendance pass serial number shall be printed on them.
Article 2:
 
The election of the Company's directors and supervisors may be carried out by shareholders via electronic voting.
 
When conducting the election of the Company's directors and supervisors, in addition to electronic voting, shareholders may also use the ballots prepared by the Board of Directors and printed with their attendance pass serial numbers and the number of votes represented.
 
In the election described in the preceding paragraph, the name of a voter on the ballot may be replaced by the attendance pass serial number.
 
During  the process of electing the Company's directors and supervisors, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.
Article 3:
In accordance with the provisions of the Company’s Articles of Incorporation regarding the number of positions for directors and supervisors, candidates with the most number of votes shall be elected as independent directors, non-independent directors or supervisors. If two or more candidates receive the same number of votes and the total number of elected persons has exceeded the required number of positions, the matter shall be decided by a drawing of lots. For those who are not in attendance, the Chairman shall draw lots on their behalf. A natural person who has been elected as a director and a supervisor simultaneously shall decide on his or her own which one of these positions to assume. The same rule applies when a government or corporate shareholder, or its designated representative, is elected as a director and a supervisor simultaneously. If an elected director or supervisor is found to have provided erroneous personal information or if his or her election is determined to be invalid under applicable laws, the vacant position shall be filled by the next candidate with the highest number of votes in the same election, and subsequently announced at the same shareholders' meeting.
Article 3:
In the election of the Company's directors and supervisors, based on the provisions of the Company’s Articles of Incorporation regarding the number of positions for directors and supervisors to be elected, candidates with the most number of votes (including electronic votes) shall be elected as independent directors, non-independent directors or supervisors. If two or more candidates receive the same number of votes and the total number of elected persons has exceeded the number of positions to be elected, the matter shall be decided by a drawing of lots. For those who are not in attendance, the Chairman shall draw lots on their behalf. A natural person who has been elected as a director and a supervisor simultaneously shall decide on his or her own which one of these positions to assume. The same rule applies when a government or corporate shareholder, or its designated representative, is elected as a director and a supervisor simultaneously. If an elected director or supervisor is found to have provided erroneous personal information or if his or her election is determined to be invalid under applicable laws, the vacant position shall be filled by the next candidate with the highest number of votes in the same election, and subsequently announced at the same shareholders' meeting.
 
 
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 ■Attachment VIII
 
 
Advanced Semiconductor Engineering, Inc.
 
Table of Comparison of the Company’s revised Rules of Procedure for the Shareholders’ Meeting
 

Original Provisions
Provisions after Revision
Article 2:
Attending shareholders (or their proxies) shall wear attendance passes, and shall submit sign-in cards in lieu of signing in. The applicable weight of share ownership shall be determined by the indication on the sign-in card.
Article 2:
Shareholders attending the meeting in person (or their proxies) shall wear attendance badges and shall submit sign-in cards in lieu of signing in. The Company's weight of share ownership in attendance shall be based on the weight of share ownership described in the preceding, plus the weight of share ownership exercised via electronic voting.

 
 
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■Attachment IX
 
 
Advanced Semiconductor Engineering, Inc.
 
Table of Comparison of the Revised Articles of Incorporation
 

Original Provisions
Provisions after Revision
Article 16-2:
Independent directors shall be remunerated NT$2 million per person per year. If an independent serves on the board for less than a year, s/he shall be paid part of that amount for the number of days served.
Article 16-2:
Independent directors shall be remunerated with NT$2 million per person per year. If an independent serves on the board for less than a year, s/he shall be paid part of that amount for the number of days served. An independent director of the Company, if also serving as a member of the Company's Remuneration Committee, shall receive compensation of NT$360,000 per year. If the term of service is less than one year, the actual compensation received shall be calculated on a pro-rata basis on the actual days served.
 
Article 27:
The articles of incorporation were passed at a founders' meeting held on March 11, 1984.
The first amendment was made on May 3, 1984.
．
．
The thirty-sixth amendment was made on June 25, 2009.
The thirty-seventh amendment was made on June 14, 2010.
The thirty-eighth amendment was made on June 28, 2011.
Article 27:
The articles of incorporation were passed at a founders' meeting held on March 11, 1984.
The first amendment was made on May 3, 1984.
．
．
The thirty-sixth amendment was made on June 25, 2009.
The thirty-seventh amendment was made on June 14, 2010.
The thirty-eighth amendment was made on June 28, 2011.
The thirty-ninth amendment was made on June 21, 2012.
 
 
 
 
 
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