Amended Securities Registration (foreign Private Issuer) (f-4/a)

As filed with the Securities and Exchange Commission on January 6, 2017

Registration No. 333-214752

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No.1

Form F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in Its Charter)

Advanced Semiconductor Engineering, Inc.

(Translation of Registrant’s name into English)

Republic of China	3674	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
	26 Chin Third Road Nantze Export Processing Zone Nantze, Kaohsiung, Taiwan Republic of China

(Address, including zip code, and telephone number, including area code, or registrant’s principal executive offices)

National Corporate Research, Ltd.

10 E. 40th Street, 10th floor

New York, NY 10016

1 (800) 221 0102

(Name, address, including Zip code, and telephone number, including area code, of agent for service)

Copies to:

George R. Bason, Jr., Esq. James C. Lin, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong Club Building

3A Chater Road

Hong Kong

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and the consummation of the share exchange described herein.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Amount To Be Registered	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Shares of ASE Industrial Holding Co., Ltd., par value NT$10 per share (1)	903,623,606 (2)	Not Applicable	$1,837,925,791.22 (2)(3)	$213,015.60 (4)

(1)

American depositary shares issuable upon deposit of the shares registered hereby will be registered under a separate registration statement on Form F-6. Each American depositary share will represent 2 common shares of ASE Industrial Holding Co., Ltd.

(2)

Based upon the estimated number of common shares of ASE Industrial Holding Co., Ltd. that may be issued to U.S. holders of the common shares of the Registrant in connection with the share exchange described herein, using the share exchange ratios described herein. This estimate is based upon (a) the actual number of shares of the common shares represented by outstanding American depositary shares of Registrant as of August 21, 2016, and (b) the estimated number of shares of common shares of Advanced Semiconductor Engineering, Inc. (excluding shares represented by American depositary shares but including the number of shares of ASE Industrial Holding Co., Ltd. that may be sold in the Taiwanese market in respect of the fractional shares that otherwise would be received by U.S. holders of the Registrant’s common shares in the share exchange) as of August 21, 2016, the most recent date for which information with respect to U.S. resident holders can be determined. The securities to be issued in connection with the transaction outside of the United States are not registered under this registration statement.

(3)

Pursuant to Rule 457(f) under the Securities Act of 1933, the filing fee was calculated based on the market value of the securities of the Registrant to be exchanged in the share exchange described herein for securities of ASE Industrial Holding Co., Ltd., calculated pursuant to Rule 457(c) by taking the average of the high and low prices per share of the Registrant’s common shares as reported on the Taiwan Stock Exchange as of January 4, 2017 (converted into U.S. dollars based on NT$32.40 = US$1.00, which is the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board as in effect on December 30, 2016, the latest available exchange rate set forth in the H.10 statistical release of the Federal Reserve Board) multiplied by 1,807,247,212, which is the total number of shares of the Registrant’s common shares held of record by U.S. holders on August 21, 2016, the most recent date for which information with respect to the Registrant’s U.S. record holders can be determined), and multiplying the result by 0.0001159.

(4)

The Registrant previously paid a registration fee of US$222,019.64 in connection with the initial filing of the registration statement on Form F-4 (No. 333-214752) previously filed on November 22, 2016.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is subject to completion and amendment. A registration statement relating to the securities described in this proxy statement/prospectus has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction, in which such offer, solicitation or sale would be unlawful prior to registration under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION, DATED JANUARY 6, 2017

PROXY STATEMENT/PROSPECTUS PROPOSED SHARE EXCHANGE

—YOUR VOTE IS IMPORTANT

Dear ASE Shareholders:

We are pleased to report that Advanced Semiconductor Engineering, Inc. (“ASE”) and Siliconware Precision Industries Co., Ltd. (“SPIL”) have entered into a joint share exchange agreement (“Joint Share Exchange Agreement”) pursuant to which a holding company, ASE Industrial Holding Co., Ltd. (“HoldCo”), will be formed by means of a statutory share exchange pursuant to the laws of the Republic of China, and HoldCo will (i) acquire all issued shares of ASE in exchange for shares of HoldCo using the share exchange ratio as described below, and (ii) acquire all issued shares of SPIL using the cash consideration as described below (the “Share Exchange”). Upon the consummation of the Share Exchange, ASE and SPIL will become wholly owned subsidiaries of HoldCo concurrently. Subject to the Share Exchange, the Joint Share Exchange Agreement and the other transactions contemplated thereby being approved by shareholders of ASE and SPIL, and upon the satisfaction of the other conditions for completing the Share Exchange, HoldCo will be formed — and the Share Exchange is expected to become effective — on or around [DATE], 2017.

Pursuant to the terms and subject to the conditions set forth in the Joint Share Exchange Agreement, at the effective time of the Share Exchange (the “Effective Time”):

(i)

for SPIL shareholders:

each SPIL common share, par value NT$10 per share (“SPIL Common Share”), issued immediately prior to the Effective Time (including SPIL’s treasury shares and the SPIL Common Shares beneficially owned by ASE), will be transferred to HoldCo in consideration for the right to receive NT$51.2, which represents NT$55, minus a cash dividend and a return of capital reserve of NT$3.8 per SPIL Common Share distributed by SPIL on July 1, 2016, payable in cash in NT dollars, without interest and net of any applicable withholding taxes (“SPIL Common Shares Cash Consideration”); and

each SPIL American depositary share, currently representing five SPIL Common Shares (“SPIL ADS”) will be cancelled in exchange for the right to receive through JPMorgan Chase Bank, N.A., as depositary for the SPIL ADSs (“SPIL Depositary”), the US dollar equivalent of NT$256 (representing five times of the SPIL Common Shares Cash Consideration) minus (i) all processing fees and expenses per SPIL ADS in relation to the conversion from NT dollars into US dollars, and (ii) US$0.05 per SPIL ADS cancellation fees pursuant to the terms of the deposit agreement dated January 6, 2015 by and among SPIL, SPIL Depositary and the holders and beneficial owners from time to time of the SPIL ADSs issued thereunder, payable in cash in US dollars, without interest and net of any applicable withholding taxes (“SPIL ADS Cash Consideration,” together with the SPIL Common Shares Cash Consideration, “Cash Consideration”).

The Cash Consideration will be subject to adjustments if SPIL issues shares or pays cash dividends during the period from the execution date of the Joint Share Exchange Agreement to the Effective Time, provided, however, that the Cash Consideration shall not be subject to adjustment if the aggregate amount of the cash dividends distributed by SPIL in fiscal year 2017 is less than 85% of its after-tax net profit for fiscal year 2016.

(ii)

for ASE shareholders:

each ASE common share (“ASE Common Share”), par value NT$10 per share, issued immediately prior to the Effective Time (including ASE’s treasury shares), will be transferred to HoldCo in consideration for the right to receive 0.5 HoldCo common shares (“HoldCo Common Shares”), par value NT$10 per share; and

each ASE American depositary share, currently representing five ASE Common Shares (“ASE ADSs”), will represent the right to receive 1.25 HoldCo American depositary shares, each representing two HoldCo Common Shares (“HoldCo ADSs”) upon surrender for cancellation to Citibank, N.A., as depositary for the ASE ADSs, after the Effective Time. The ratio at which ASE Common Shares will be exchanged for HoldCo Common Shares and ASE ADSs will be exchanged for HoldCo ADSs is hereinafter referred to as the “Exchange Ratio.”

Under Republic of China law, if any fractional HoldCo Common Shares representing less than one common share would otherwise be allotted to former holders of ASE Common Shares in connection with the Share Exchange, those fractional shares will not be issued to those shareholders. Pursuant to the Joint Share Exchange Agreement, ASE will aggregate the fractional entitlements and sell the aggregated ASE Common Shares using the closing price of ASE Common Shares on the Taiwan Stock Exchange (the “TWSE”) on the ninth (9 ^th ) ROC Trading Day (as defined below) prior to the Effective Time, to an appointee of the Chairman of HoldCo. The cash proceeds from the sale will be distributed to the former holders of ASE Common Shares by HoldCo on a proportionate basis in accordance with their respective fractions at the Effective Time.

If you hold ASE ADSs, you will be able to exchange those ASE ADSs for HoldCo ADSs by delivering your ASE ADSs to Citibank, N.A., as depositary, after the Effective Time. Citibank, N.A., as depositary for the ASE ADSs, will only distribute whole HoldCo ADSs. Citibank, N.A., as depositary for the ASE ADSs, will aggregate the fractional entitlements to HoldCo ADSs, will use commercially reasonable efforts to sell the aggregated HoldCo ADS entitlements in the open market and will distribute the net cash proceeds to the holders of ASE ADSs entitled to them.

Subject to approval at the ASE EGM (as defined below), HoldCo will issue 3,961,811,298 HoldCo Common Shares (based on the number of issued shares of ASE on September 30, 2016) in connection with the Share Exchange.

ASE Common Shares are listed and traded on the TWSE under the ticker “2311” and ASE ADSs are listed and traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “ASX.” On [DATE], 2017, the most recent practicable trading day prior to the printing of this proxy statement/prospectus, the closing price per ASE Common Share on the TWSE was NT$[ · ] (US$[ · ]), and the closing price per ASE ADS on the NYSE was US$[ · ]. SPIL Common Shares are listed and traded on the TWSE under the ticker “2325” and SPIL ADSs are listed and traded on the NASDAQ National Market (“NASDAQ”) under the ticker symbol “SPIL.” On [DATE], 2017, the most recent practicable trading day prior to the printing of this proxy statement/prospectus, the closing price per SPIL Common Share on the TWSE was NT$[ · ] (US$[ · ]), and the closing price per SPIL ADS on NASDAQ was US$[ · ]. Following completion of the Share Exchange, ASE anticipates that the HoldCo Common Shares will trade on the TWSE and HoldCo ADSs will trade on the NYSE.

Before the Share Exchange can be completed, ASE shareholders must vote to approve, among other things, the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement, and SPIL shareholders must vote to approve the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement. If you are an ASE shareholder, ASE is sending you this proxy statement/prospectus to ask you to vote in favor of these matters.

The extraordinary general shareholders’ meeting of ASE shareholders (the “ASE EGM”) is expected to be held on [DATE], 2017, at [TIME] (Taiwan time), at Zhuang Jing Auditorium, 600 Jiachang Road, Nantze Export Processing Zone, Nantze District, Kaohsiung City, Taiwan, Republic of China. At this ASE EGM, ASE shareholders will be asked to approve, among other things, the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement. More information about the proposals to be voted on at this ASE EGM is contained in this proxy statement/prospectus. The board of directors of ASE has unanimously determined that (i) the Exchange Ratio constitutes fair value for each ASE Common Share and each ASE ADS, and (ii) the Joint Share Exchange Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of ASE and its shareholders. The board of directors of ASE recommends that ASE shareholders vote “FOR” the approval of the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement and “FOR” the approval of the other proposals to be voted on at this ASE EGM as described in this proxy statement/prospectus.

To attend and vote at the ASE EGM under Republic of China law, holders of ASE Common Shares must follow the procedures outlined in the convocation notice, which will be sent to those holders by ASE. To give voting instructions to the depositary for the ASE ADSs, holders of ASE ADSs must follow the procedures outlined in the notice of the ASE EGM that Citibank, N.A., as depositary for the ASE ADSs, will separately send to those ASE ADS holders.

This proxy statement/prospectus is an important document containing answers to frequently asked questions, a summary description of the transactions contemplated by the Joint Share Exchange Agreement and more detailed information about ASE, SPIL, the Joint Share Exchange Agreement, the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement and the other matters to be voted upon by ASE shareholders as part of the ASE EGM. We urge you to read this proxy statement/prospectus and the documents incorporated by reference carefully and in their entirety. In particular, you should consider the matters discussed in the section entitled “Risk Factors” beginning on page 61.

Thank you for your cooperation and continued support.

Sincerely,

Jason C.S. Chang

Chairman and Chief Executive Officer

Advanced Semiconductor Engineering, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Share Exchange or the securities to be issued in connection therewith, or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

You may have dissenters’ rights in connection with the transactions under the laws of the Republic of China. See page 57 for a complete discussion of your dissenters’ rights, if any.

This document is dated [DATE], 2017 and is first being delivered to ASE shareholders on or about [DATE], 2017.

NOTICE OF EXTRAORDINARY GENERAL MEETING

To Be Held On [DATE], 2017

Dear Shareholders:

This is a notice that Advanced Semiconductor Engineering, Inc. (“ASE”) will hold an Extraordinary General Meeting (the “ASE EGM”) on [DATE], 2017, at [TIME], and the location is expected to be at Zhuang Jing Auditorium, 600 Jiachang Road, Nantze Export Processing Zone, Nantze District, Kaohsiung City, Taiwan, Republic of China.

At the ASE EGM, we will discuss, and ASE shareholders will vote on, the following proposals:

Proposal 1. To consider and to vote upon the joint share exchange agreement entered into between Advanced Semiconductor Engineering, Inc. and Siliconware Precision Industries Co., Ltd. on June 30, 2016 (the “Joint Share Exchange Agreement”) and the proposed share exchange and the other transactions contemplated by the Joint Share Exchange Agreement

Proposal 2. To consider and to vote upon the adoption of the articles of incorporation of ASE Industrial Holding Co., Ltd.

Proposal 3. To consider and to vote upon the Rules of Procedure for Shareholders' Meetings of ASE Industrial Holding Co., Ltd.

Proposal 4. To consider and to vote upon the Rules Governing the Election of Directors and Supervisors of ASE Industrial Holding Co., Ltd.

Proposal 5. To consider and to vote upon the Procedures for Lending Funds to Other Parties of ASE Industrial Holdings Co. Ltd. and Procedures of Making the Endorsement and Guarantees of ASE Industrial Holding Co., Ltd.

Proposal 6. To consider and to vote upon the Procedures for Acquisition or Disposal of Assets of ASE Industrial Holding Co., Ltd.

Proposal 7. To consider and elect the members of the board of directors and supervisors of ASE Industrial Holding Co., Ltd.

Proposal 8. To consider and to vote upon the proposal to waive the non-competition clauses applicable to newly elected directors of ASE Industrial Holding Co., Ltd.

This proxy statement/prospectus describes the proposals listed above in more detail. Please refer to the attached document, including the Joint Share Exchange Agreement and all other annexes and including any documents incorporated by reference, for further information with respect to the business to be transacted at the ASE EGM. You are encouraged to read the entire document carefully before voting. In particular, see the section entitled “Risk Factors.”

The record date for the determination of shareholders entitled to vote at the ASE EGM will be [DATE], 2017 (the “ASE EGM Record Date”). Only ASE shareholders who hold common shares of ASE, par value NT$10 per share (“ASE Common Shares”), of record on the ASE EGM Record Date are entitled to vote at the ASE EGM, or to exercise the appraisal rights conferred on dissenting shareholders by the laws of the Republic of China. Each ASE Common Share entitles its holder to one vote at the ASE EGM on each of the proposals. You may exercise voting rights by electronic means or by attending the ASE EGM in person or by proxy using a duly authorized power of attorney in the prescribed form attached to the notice of convocation distributed by ASE prior to the ASE EGM. You may exercise your voting right by electronic means beginning from the fifteenth (15 ^th ) calendar day prior to the ASE EGM until the third calendar day prior to the day of the ASE EGM. Shareholders who intend to exercise voting right electronically must log in to the website maintained by the Taiwan Depository & Clearing Corporation (“TDCC”) (https://www.stockvote.com.tw) and proceed in accordance with the instructions provided therein.

If you own American depositary shares of ASE (“ASE ADSs”), each representing five ASE Common Shares, Citibank, N.A. (“Citibank”), as depositary for the ASE ADSs (the “ASE Depositary”), will send to holders of ASE ADSs as of [DATE], 2017, a voting instruction card and notice which outlines the procedures those holders must follow to give proper voting instructions to the ASE Depositary. In accordance with and subject to the terms of the amended and restated deposit agreement, dated as of September 29, 2000 and as amended and restated (as so amended and restated, the “ASE Deposit Agreement”), by and among Citibank, as ASE Depositary, ASE, and the holders and beneficial owners of ASE ADSs, holders of ASE ADSs have no individual voting rights with respect to the ASE Common Shares represented by their ASE ADSs. Pursuant to the ASE Deposit Agreement, each holder of ASE ADSs is deemed to have authorized and directed the ASE Depositary to appoint the Chairman of ASE or his/her designate (the Chairman or his/her designate, the “Voting Representative”), as representative of the ASE Depositary, the custodian or the nominee who is registered in the Republic of China as representative of the holders of ASE ADSs to vote the ASE Common Shares represented by ASE ADSs as more fully described below.

In accordance with and subject to the terms of the ASE Deposit Agreement, if holders of ASE ADSs together holding at least 51% of all the ASE ADSs outstanding as of the record date set by the ASE Depositary for the ASE EGM to vote on the proposed Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement, instruct the ASE Depositary, prior to the ASE ADS voting instructions deadline, to vote in the same manner with respect to the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement, the ASE Depositary shall notify the Voting Representative and appoint the Voting Representative as the representative of the ASE Depositary and the holders of ASE ADSs to attend the ASE EGM and vote all ASE Common Shares represented by ASE ADSs outstanding in the manner so instructed by such holders. If voting instructions are received from an ASE ADS holder by the ASE Depositary as of the ASE ADS voting instructions deadline, which are signed but without further indication as to voting instructions, the ASE Depositary shall deem such holder to have instructed a vote in favor of the items set forth in such instructions.

Furthermore, in accordance with and subject to the terms of the ASE Deposit Agreement, if, for any reason, the ASE Depositary has not, prior to the ASE ADS voting instructions deadline, received instructions from holders of ASE ADSs together holding at least 51% of all ASE ADSs outstanding as of the record date set by the ASE Depositary for the ASE EGM to vote for the proposed Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement, to vote in the same manner with respect to the proposed Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement, the holders of all ASE ADSs shall be deemed to have authorized and directed the ASE Depositary to give a discretionary proxy to the Voting Representative, as the representative of the holders of ASE ADSs, to attend the ASE EGM and vote all the ASE Common Shares represented by ASE ADSs then outstanding in his/her discretion; provided, however, that the ASE Depositary will not give a discretionary proxy as described if it fails to receive under the terms of the ASE Deposit Agreement a satisfactory opinion from ASE’s counsel prior to the ASE EGM. In such circumstances, the Voting Representative shall be free to exercise the votes attaching to the ASE Common Shares represented by ASE in any manner he/she wishes, which may not be in the best interests of the ASE ADS holders. [The Voting Representative has informed ASE that he plans as of the date of this proxy statement/prospectus to vote in favor of all of the proposals at the ASE EGM, although he has not entered into any agreement obligating him to do so.]

The board of directors of ASE has unanimously determined that the Joint Share Exchange Agreement and the transactions contemplated thereby, including the proposed Share Exchange, are advisable, fair to and in the best interests of ASE and its shareholders. The board of directors of ASE recommends that ASE shareholders vote “FOR” each of the proposals set forth above.

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN . The proposed Share Exchange cannot be completed without ASE shareholders approving, among other things, the completion by ASE of the proposed Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement by either (x) the approval of one-half of the shares present at the ASE EGM if at least two-thirds of ASE’s outstanding shares attend the ASE EGM, or (y) the approval of two-thirds of the shares present at the ASE EGM if at least one-half of ASE’s outstanding shares attend the ASE EGM.

ASE is not asking for a proxy and you are not required to send a proxy to ASE. However, ASE Enterprises Limited, a shareholder of ASE has advised us that it intends to solicit proxies in favor of the authorization and approval of the proposed Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement.

If you have any questions concerning the Joint Share Exchange Agreement or the other transactions contemplated by the Joint Share Exchange Agreement, including the proposed Share Exchange, or this proxy statement/prospectus, or would like additional copies or need help voting your ASE Common Shares, please contact ASE Investor Relations Department at +886-2-6636-5678 or ir@aseglobal.com, or Citibank Shareholder Services at 1-877-CITI-ADR (248-4237) for questions related to your ASE ADSs.

On behalf of the Board of Directors

Jason C.S. Chang

Chairman of the Board of Directors

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about ASE and SPIL that is not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from ASE at the following address and telephone number:

Advanced Semiconductor Engineering, Inc.
e-mail: ir@aseglobal.com
Tel: +886-2-6636-5678
Room 1901, No. 333, Section 1 Keelung Rd.
Taipei, Taiwan, 110
Republic of China
Attention: Investor Relations

If you would like to request any documents, please do so by [DATE], 2017 in order to receive them before the ASE EGM.

For a more detailed description of the information incorporated by reference into this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information.”

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed by ASE with the U.S. Securities and Exchange Commission (the “SEC”), constitutes a prospectus of ASE under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the HoldCo Common Shares to be issued to ASE shareholders in connection with the Share Exchange. This proxy statement/prospectus also constitutes a proxy statement for ASE under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the ASE EGM.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated January 6, 2017, and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this proxy statement/prospectus is only accurate as of the date of such information.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding ASE has been provided by ASE and information contained in this proxy statement/prospectus regarding SPIL has been provided by SPIL.

table of contents

Page

Definitions	ii
Questions and Answers about the Share Exchange	iv
Summary	1
Selected Consolidated Financial Data	13
Selected Unaudited Pro Forma Condensed Combined Financial Data	19
Comparative Historical and Unaudited Pro Forma Per Share Data	20
Unaudited Pro Forma Condensed Financial Statements	21
Special Factors	29
Cautionary Statements Regarding Forward-Looking Statements	60
Risk Factors	61
Exchange Rates	68
Market Price and Dividend Information	69
Information about the Companies	72
Extraordinary General Shareholders’ Meeting of ASE	73
The Joint Share Exchange Agreement	76
Description of HoldCo Common Shares	85
Description of HoldCo American Depositary Shares	89
Legal Matters	103
Experts	103
Enforceability of Foreign Judgments in the ROC	103
Where You Can Find More Information	104

Annex A: Joint Share Exchange Agreement dated June 30, 2016 (English translation)	A-1
Annex B-1: Opinion issued by Mr. Ji-Sheng Chiu, CPA, dated May 25, 2016 (English translation)	B-1-1
Annex B-2: Opinion issued by Mr. Ji-Sheng Chiu, CPA, dated June 29, 2016 (English translation)	B-2-1
Annex C: Article 12 of the Republic of China Mergers and Acquisitions Act	C-1

Table of Contents

Definitions

As used in this proxy statement/prospectus, the following defined terms have the following respective meanings:

“ASE” or the “Registrant” refers to Advanced Semiconductor Engineering, Inc. and, as the context requires, its subsidiaries;

“ASE ADS(s)” refers to the American depositary share(s) issued by the ASE Depositary under the ASE Deposit Agreement. Each ASE ADS represents five ASE Common Shares;

“ASE Common Share(s)” refers to the common share(s) of ASE, par value NT$10 per share;

“ASE Depositary” or “Citibank” refers to Citibank, N.A., as depositary for the ASE ADSs under the ASE Deposit Agreement;

“ASE Deposit Agreement” refers to the Amended and Restated Deposit Agreement, dated as of September 29, 2000, by and among ASE, Citibank and the Holders and Beneficial Owners of ASE ADSs, as amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of April 6, 2006, and by Amendment No. 2 to Amended and Restated Deposit Agreement, dated as of November 27, 2006;

“ASE Share(s)” refers to ASE Common Share(s) and ASE ADS(s), collectively;

“Effective Time” refers to the effective time of the Share Exchange;

“Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended;

“FSC” refers to Financial Supervisory Commission of the ROC;

“HoldCo” refers to ASE Industrial Holding Co., Ltd., the holding company that will be formed at the Effective Time as the parent company of ASE and SPIL as a result of the Share Exchange;

“HoldCo ADS(s)” refers to the American depositary share(s) that will be issued to ASE ADS holders upon the consummation of the Share Exchange pursuant to a new American depositary receipt facility to be established by HoldCo with the HoldCo Depositary upon the terms of the HoldCo Deposit Agreement. Each HoldCo ADS will represent two HoldCo Common Shares;

“HoldCo Common Share(s)” refers to the common share(s) of HoldCo, par value NT$10 per share, that will be issued upon the consummation of the Share Exchange;

“HoldCo Depositary” refers to Citibank, N.A. in its capacity as depositary for the HoldCo ADSs pursuant to the terms of the HoldCo Deposit Agreement;

“HoldCo Deposit Agreement” refers to the deposit agreement for the HoldCo ADSs to be entered into by HoldCo and Citibank, N.A., as HoldCo Depositary, at the Effective Time of the Share Exchange, and to which the holders and beneficial owners of HoldCo ADSs become parties upon acceptance of HoldCo ADSs;

“HoldCo Shares” refers to HoldCo Common Shares and HoldCo ADSs, collectively;

“IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board;

“Joint Share Exchange Agreement” refers to the Joint Share Exchange Agreement, dated June 30, 2016, by and between ASE and SPIL; an English translation is included as Annex A to this proxy statement/prospectus;

“NASDAQ” refers to the NASDAQ National Market;

Table of Contents

“non-ROC holder” refers to a non-resident individual or non-resident entity that owns ASE Common Shares or ADSs or HoldCo Common Shares or ADSs. As used in the preceding sentence, a “non-resident individual” is a non-ROC national who owns ASE Common Shares or ADSs or HoldCo Common Shares or ADSs and is not physically present in the ROC for 183 days or more during any calendar year, and a “non-resident entity” is a corporation or a non-corporate body that owns ASE Common Shares or ADSs or HoldCo Common Shares or ADSs, is organized under the laws of a jurisdiction other than the ROC and has no fixed place of business or business agent in the ROC;

“NT$” and “NT dollars” refers to New Taiwan dollars, the official currency of the ROC;

“NYSE” refers to the New York Stock Exchange;

“PRC” or “China” refers to the People’s Republic of China, excluding, for purposes of this proxy statement/prospectus, Hong Kong, the Macau Special Administrative Region and Taiwan;

“ROC” or “Taiwan” refers to the Republic of China;

“ROC Company Law” refers to the Company Law of the ROC;

“ROC Mergers and Acquisitions Act” refers to the Business Mergers and Acquisitions Act of the ROC;

“ROC Trading Day” refers to a day when TWSE is open for business;

“Share Exchange” refers to the transactions pursuant to which ASE will file an application with the TWSE and other competent authorities to establish HoldCo by means of a statutory share exchange, HoldCo will acquire all issued shares of each of ASE and SPIL and ASE and SPIL will become wholly owned subsidiaries of HoldCo concurrently ;

“Securities Act” refers to the U.S. Securities Act of 1933, as amended;

“SEC” refers to the U.S. Securities and Exchange Commission;

“SPIL” refers to Siliconware Precision Industries Co., Ltd., and, as the context requires, its subsidiaries;

“SPIL ADS(s)” refers to the American depositary shares issued by the SPIL Depositary under the SPIL Deposit Agreement. Each SPIL ADS represents five SPIL Common Shares;

“SPIL Common Share(s)” refers to the common share(s) of SPIL, par value NT$10 per share;

“SPIL Depositary” refers to JPMorgan Chase Bank, N.A., as depositary for the SPIL ADSs under the SPIL Deposit Agreement;

“SPIL Deposit Agreement” refers to the Amended and Restated Deposit Agreement, dated as of January 6, 2015, by and among SPIL, JPMorgan Chase Bank, N.A., as SPIL Depositary, and the Holders and Beneficial Owners of SPIL ADSs, as amended;

“TWSE” refers to the Taiwan Stock Exchange;

“U.S.” refers to the United States of America; and

“US$” and “U.S. dollars” refers to United States dollars, the official currency of the United States of America.

For your convenience, this prospectus contains translations of certain NT dollar amounts into U.S. dollar amounts at a rate of NT$31.27 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on September 30, 2016, unless otherwise stated. We make no representation that any NT dollar or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or NT dollars, as the case may be, at any particular rate, or at all.

iii

Table of Contents

Questions and Answers about the Share Exchange

Why am I receiving this document?

ASE and SPIL have entered into a Joint Share Exchange Agreement pursuant to which a holding company, HoldCo, will be established by means of a statutory share exchange pursuant to the laws of the ROC, and HoldCo will (i) acquire all issued shares of ASE in exchange for shares of HoldCo using the Exchange Ratio as described below, and (ii) acquire all issued SPIL Common Shares using the cash consideration as described below. Upon the consummation of the Share Exchange, ASE and SPIL will become wholly owned subsidiaries of HoldCo concurrently.

Before the Share Exchange can be completed, ASE shareholders must vote to approve, among other things, the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement. If you are an ASE shareholder, ASE is sending you this proxy statement/prospectus to ask you to vote in favor of these matters. ASE will hold the ASE EGM on [DATE], 2017 to obtain these approvals and the approval of certain other proposals that are not conditions to the completion of the Share Exchange.

This proxy statement/prospectus, which you should read carefully, contains important information about the Joint Share Exchange Agreement, the Share Exchange and the other transactions contemplated by the Joint Share Exchange and other matters being considered at the ASE EGM. The enclosed voting materials allow you to vote your shares without attending the applicable shareholders’ meeting. Your vote is very important and we encourage you to submit your vote or proxy as soon as possible.

What will SPIL shareholders receive in the Share Exchange?

As of the Effective Time of the Share Exchange:

each SPIL Common Share, par value NT$10 per share, issued immediately prior to the Effective Time (including SPIL’s treasury shares and the SPIL Common Shares beneficially owned by ASE), will be transferred to HoldCo in consideration for the right to receive NT$51.2, which represents NT$55 minus a cash dividend and a return of capital reserve of NT$3.8 per SPIL Common Share distributed by SPIL on July 1, 2016, payable by HoldCo in cash in NT dollars, without interest and net of any applicable withholding taxes; and

each SPIL ADS will be cancelled in exchange for the right to receive through SPIL Depositary, the US dollar equivalent of NT$256 (representing five times of the SPIL Common Shares Cash Consideration) minus (i) all processing fees and expenses per SPIL ADS in relation to the conversion from NT dollars into US dollars, and (ii) US$0.05 per SPIL ADS cancellation fees pursuant to the terms of the SPIL Deposit Agreement payable in cash in US dollars, without interest and net of any applicable withholding taxes.

What will ASE shareholders receive in the Share Exchange?

As of the Effective Time:

each ASE Common Share, par value NT$10 per share, issued immediately prior to the Effective Time (including ASE’s treasury shares), will be transferred to HoldCo in consideration for the right to receive 0.5 HoldCo Common Shares; and

Table of Contents

each ASE ADS, currently representing five ASE Common Shares, will, after the Effective Time, represent the right to receive 1.25 HoldCo ADSs, each HoldCo ADS representing two HoldCo Common Shares, upon surrender for cancellation to the ASE Depositary after the Effective Time.

How will fractional entitlements to HoldCo Common Shares be handled in the Share Exchange?

ASE will aggregate the fractional entitlements to HoldCo Common Shares and sell the aggregated HoldCo Common Shares using the closing price of ASE Common Shares on the TWSE on the ninth (9 ^th ) ROC Trading Day prior to the Effective Time, to an appointee of the Chairman of HoldCo. The cash proceeds from the sale will be distributed to the former holders of ASE Common Shares by HoldCo on a proportionate basis in accordance with their respective fractions at the Effective Time.

How will fractional entitlements to HoldCo ADSs be handled in the Share Exchange?

The ASE Depositary (Citibank) will aggregate the fractional entitlements to HoldCo ADSs, use commercially reasonable efforts to sell the aggregated fractional entitlements to HoldCo ADSs on the open market, and remit the net cash proceeds (after deducting applicable taxes, fees and expenses, including sales commissions) to the holders of ASE ADSs entitled to them.

How do the HoldCo Common Shares differ from ASE Common Shares?

HoldCo Common Shares will not materially differ from ASE Common Shares from a legal perspective.

How do the HoldCo ADSs differ from ASE ADSs?

HoldCo ADSs will not materially differ from ASE ADSs from a legal perspective.

When is the Share Exchange expected to be completed?

The Share Exchange is expected to be completed on or promptly after [DATE], 2017.

What is the record date for voting at the ASE EGM?

The record date for voting at the ASE EGM is on or about [DATE], 2017.

How do I vote at the ASE EGM?

You may exercise voting rights as a shareholder by electronic means or by attending the ASE EGM, as applicable, in person or by proxy.

You may exercise your voting right by electronic means beginning from the fifteenth (15 ^th ) calendar day prior to the ASE EGM, as applicable, until the third calendar day prior to the day of the ASE EGM (the “Electronic Voting Period”). Shareholders who intend to exercise voting rights electronically must login to the website maintained by the TDCC ( https://www.stockvote.com.tw ) and proceed in accordance with the instructions provided therein.

You may exercise your voting rights by attending the ASE EGM in person or by proxy using a duly authorized power of attorney in the prescribed form attached to the notice of convocation distributed by ASE prior to the respective ASE EGM.

How will shares being represented at the ASE EGM by voting cards be treated?

The voting cards used for the ASE EGM will describe the proposals to be voted on by shareholders at the ASE EGM, as applicable, including approval of the Share Exchange. The voting cards will allow shareholders to indicate a ‘‘for’’ or ‘‘against’’ vote with respect to each proposal.

May I change my vote?

Yes.

Table of Contents

If you previously voted through the electronic voting website, you may change or revoke your previous voting by logging in to the electronic voting website anytime within the Electronic Voting Period. If you revoked your electronic voting within the Electronic Voting Period, you may attend the ASE EGM, as applicable, and vote in person.

If you previously presented a valid proxy or exercised your vote through the electronic voting website but then wish to attend the ASE EGM in person, you are required to revoke your proxy in writing addressed to ASE or revoke your electronic vote by logging in to the electronic voting website at least two (2) calendar days prior to the ASE EGM. Otherwise, the voting right exercised by your proxy or through the electronic voting website will prevail.

How do I vote if I own ASE ADSs?

The ASE Depositary will send to holders of ASE ADSs as of [DATE], 2017, a voting instruction card and notice, which outlines the procedures those holders must follow to give proper voting instructions to the ASE Depositary.

If I own ASE ADSs, what steps must I take to exchange my ASE ADSs for HoldCo ADSs?

If you hold physical certificates, also known as ASE American depositary receipts (“ASE ADRs”), representing ASE ADSs, you will be sent a letter of transmittal after the Effective Time by the ASE Depositary, which is to be used to surrender your ASE ADSs to the ASE Depositary in exchange for HoldCo ADSs. The letter of transmittal will contain instructions explaining the procedure for surrendering the ASE ADSs in exchange for the HoldCo ADSs. YOU SHOULD NOT RETURN ASE ADRs WITH THE ENCLOSED PROXY CARD. The HoldCo ADSs will be issued in uncertificated, book-entry form, unless a physical HoldCo ADR is subsequently requested.

If you hold ASE ADSs in uncertificated form registered directly on the books of the ASE Depositary, you will not be required to take any action after the Effective Time. The ASE Depositary will, after the Effective Time, exchange your ASE ADSs for the applicable HoldCo ADSs and send you a statement reflecting HoldCo ADSs issued in your name as a result of the Share Exchange and a check for the cash in lieu of any fractional HoldCo ADS to which you are entitled as a result of the Share Exchange.

Beneficial holders of ASE ADSs held in “street name” through a bank, broker or other financial institution with an account in The Depository Trust Company (“DTC”) will not be required to take any action after the Effective Time to exchange ASE ADSs for HoldCo ADSs. After the Effective Time, ASE ADSs held in “street name” will be exchanged by the ASE Depositary via DTC for the applicable HoldCo ADSs and delivered in book-entry form via DTC to the applicable banks, brokers and other financial institutions for credit to their clients the beneficial owners of ASE ADSs.

If I own ASE ADSs, will I be required to pay any service fees to exchange my ASE ADSs for HoldCo ADSs?

There is a US$0.02 cancellation fee per ASE ADS held payable by holders of ASE ADSs to the ASE Depositary in connection with the exchange of ASE ADSs for HoldCo ADSs.

How will trading in ASE Common Shares and ASE ADSs be affected by the Share Exchange?

ASE expects that ASE Common Shares will be suspended from trading on the TWSE starting from the eighth (8 ^th ) ROC Trading Day prior to the Effective Time of the Share Exchange. ASE expects that HoldCo Common Shares will begin trading in Taiwan during TWSE trading hours, at the Effective Time of the Share Exchange. ASE expects that the ASE ADSs will be suspended from trading on the NYSE starting from the eighth (8 ^th ) trading day on the NYSE prior to the Effective Time of the Share Exchange. ASE expects that HoldCo ADSs will begin trading on the NYSE during NYSE trading hours, at the Effective Time of the Share Exchange. You will not be able to trade ASE Common Shares and ASE ADSs during these gaps in trading.

Whom can I call with questions?

If you have more questions about the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement, you should contact:

Kenneth Hsiang
Email: ir@aseglobal.com
Tel: +886-2-6636-5678
Room 1901, No. 333, Section 1 Keelung Rd.
Taipei, Taiwan, 110, Republic of China
Attention: Head of Investor Relations

Table of Contents

Summary

The following summary highlights selected information described in more detail elsewhere in this proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus and may not contain all the information that may be important to you. To understand the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement and the matters being voted on by ASE shareholders and SPIL shareholders at their respective extraordinary shareholders’ meeting more fully, and to obtain a more complete description of the legal terms of the Joint Share Exchange Agreement, you should carefully read this entire document, including the annexes, and the documents to which ASE refers you. Each item in this summary includes a page reference directing you to a more complete description of that topic. See the section entitled “Where You Can Find More Information.”

The Parties (see page 72)

Advanced Semiconductor Engineering, Inc.

ASE is a company limited by shares incorporated under the laws of the ROC. ASE’s services include semiconductor packaging, production of interconnect materials, front-end engineering testing, wafer probing and final testing services, as well as integrated solutions for electronics manufacturing services in relation to computers, peripherals, communications, industrial, automotive, and storage and server applications.

ASE Common Shares are traded on the TWSE under the ticker “2311” and ASE ADSs are traded on the NYSE under the symbol “ASX.” ASE’s principal executive offices are located at 26 Chin Third Road, Nantze Export Processing Zone, Nantze, Kaohsiung, Taiwan, Republic of China, and the telephone number at the above address is +886-7-361-7131.

Siliconware Precision Industries Co., Ltd.

SPIL is a company limited by shares incorporated under the laws of the ROC. SPIL offers a full range of packaging and testing solutions, including advanced packages, substrate packages and lead-frame packages, as well as testing for logic and mixed signal devices. SPIL currently targets customers in the personal computer, communications, consumer integrated circuits and non-commodity memory semiconductor markets.

SPIL Common Shares are traded on TWSE under the ticker “2325” and SPIL ADSs are traded on NASDAQ under the symbol “SPIL.” The principal executive offices of SPIL are located at No. 123, Sec. 3, Da Fong Road, Tantzu, Taichung, Taiwan, Republic of China, and the telephone number is 886-4-2534-1525.

ASE Industrial Holding Co., Ltd.

It is expected that HoldCo will be a company limited by shares incorporated under the laws of the ROC and will be formed at the Effective Time. HoldCo will initially serve exclusively as the holding company for the ASE, SPIL, as well as their subsidiaries and investees. HoldCo will not have substantive assets or operations.

It is expected that HoldCo Common Shares will traded on the TWSE and HoldCo ADSs will be traded on the NYSE. It is expected that HoldCo’s principal executive offices will be located at Room 1901, No. 333, Section 1 Keelung Rd. Taipei, Taiwan, Republic of China and its telephone number at the above address will be +886-2-6636-5678.

The Share Exchange (see page 76)

ASE and SPIL have entered into a Joint Share Exchange Agreement pursuant to which a holding company, HoldCo, will be formed by means of a statutory share exchange pursuant to ROC law, and at the Effective Time, HoldCo will (i) acquire all issued shares of ASE in exchange for shares of HoldCo using the Exchange Ratio as described below, and (ii) acquire all issued shares of SPIL using the Cash Consideration as described below. Upon the consummation of the Share Exchange, ASE and SPIL will become wholly owned subsidiaries of HoldCo concurrently. Subject to the Share Exchange and the Joint Share Exchange Agreement being approved by shareholders of ASE and SPIL, and upon the satisfaction of the other conditions for completing the Share Exchange, HoldCo will be formed — and the Share Exchange is expected to become effective — on or around [DATE], 2017.

Table of Contents

Pursuant to the terms and subject to the conditions set forth in the Joint Share Exchange Agreement, at the Effective Time:

(i)

for SPIL shareholders:

The Cash Consideration will be subject to adjustments if SPIL issues shares or pays cash dividends during the period from the execution date of the Joint Share Exchange Agreement to the Effective Time; provided, however, that the Cash Consideration shall not be subject to adjustment if the aggregate amount of the cash dividends distributed by SPIL in fiscal year 2017 is less than 85% of its after-tax net profit for fiscal year 2016.

(ii)

for ASE shareholders:

Under ROC law, if any fractional HoldCo Common Shares representing less than one common share would otherwise be allotted to former holders of ASE Common Shares in connection with the Share Exchange, those fractional shares will not be issued to those shareholders. Pursuant to the Joint Share Exchange Agreement, ASE will aggregate the fractional entitlements and sell the aggregated ASE Common Shares using the closing price of ASE Common Shares on the TWSE on the ninth (9 ^th ) ROC Trading Day prior to the Effective Time, to an appointee of the Chairman of HoldCo. The cash proceeds from the sale will be distributed to the former holders of ASE Common Shares by HoldCo on a proportionate basis in accordance with their respective fractions at the Effective Time.

Table of Contents

Beneficial holders of ASE ADSs held in “street name” through a bank, broker or other financial institution with an account in DTC will not be required to take any action after the Effective Time to exchange ASE ADSs for HoldCo ADSs. After the Effective Time, ASE ADSs held in “street name” will be exchanged by the ASE Depositary via DTC for the applicable HoldCo ADSs and delivered in book-entry form via DTC to the applicable banks, brokers and other financial institutions for credit to their clients the beneficial owners of ASE ADSs.

The ASE Depositary will only distribute whole HoldCo ADSs. It will use commercially reasonable efforts to sell the fractional entitlements to HoldCo ADSs and distribute the net cash proceeds to the holders of ASE ADSs entitled to it.

Subject to approval at the ASE EGM, HoldCo will issue 3,961,811,298 HoldCo Common Shares (based on the number of issued shares of ASE on September 30, 2016) in connection with the Share Exchange.

The following chart depicts the organizational structure of each of ASE and SPIL before the Share Exchange as of the date of this proxy statement/prospectus and immediately after the Effective Time.

Before the Share Exchange as of the date of this proxy statement/prospectus:

Immediately after the Effective Time:

The ASE EGM (see page 73)

Date, Time and Place . The ASE EGM to vote for the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement is expected to be held at [TIME] A.M. on [DATE], 2017 (Taiwan time), at Zhuang Jing Auditorium, 600 Jiachang Road, Nantze Export Processing Zone, Nantze District, Kaohsiung City, Taiwan, Republic of China.

Table of Contents

Purpose . The ASE EGM is being held to consider and vote on:

Proposal 2. To consider and to vote upon the adoption of the articles of incorporation of ASE Industrial Holding Co., Ltd.

Proposal 3. To consider and to vote upon the Rules of Procedure for Shareholders’ Meetings of ASE Industrial Holding Co., Ltd.

Proposal 4. To consider and to vote upon the Rules Governing the Election of Directors and Supervisors of ASE Industrial Holding Co., Ltd.

Proposal 5. To consider and to vote upon the Procedures for Lending Funds to Other Parties of ASE Industrial Holding Co., Ltd. and Procedures of Making of Endorsement and Guarantees of ASE Industrial Holding Co., Ltd.

Proposal 6. To consider and to vote upon the Procedures for Acquisition or Disposal of Assets of ASE Industrial Holding Co., Ltd.

Proposal 7. To consider and elect the members of the board of directors and supervisors of ASE Industrial Holding Co., Ltd.

Proposal 8. To consider and to vote upon the proposal to waive the non-competition clauses applicable to newly elected directors of ASE Industrial Holding Co., Ltd.

Record Date; Voting Rights . Holders of ASE Common Shares will be entitled to exercise voting rights by electronic means or by attending the ASE EGM in person or by proxy, if they are recorded on ASE’s stockholder register on [DATE], 2017 (“ASE EGM Record Date”). Only ASE shareholders who hold ASE Common Shares of record on the ASE EGM Record Date are entitled to vote at the ASE EGM, or to exercise the appraisal rights conferred on dissenting shareholders by the laws of the ROC. Each ASE Common Share entitles its holder to one vote at the ASE EGM on each of the proposals. You may exercise voting rights by electronic means or by attending the ASE EGM in person or by proxy using a duly authorized power of attorney in the prescribed form attached to the notice of convocation distributed by ASE prior to the ASE EGM. You may exercise your voting right by electronic means beginning from the 15 ^th calendar day prior to the ASE EGM until the third calendar day prior to the day of the ASE EGM. Shareholders who intend to exercise their voting rights, electronically must log in to the website maintained by the TDCC (https://www.stockvote.com.tw) and proceed in accordance with the instructions provided therein.

Holders of ASE ADSs will be entitled to instruct the ASE Depositary (Citibank) as to how to vote the ASE Common Shares represented by ASE ADSs at the ASE EGM in accordance with the procedures set forth in this prospectus, if those holders were recorded on the ASE Depositary’s register on [DATE], 2017. In accordance with and subject to the terms of the ASE Deposit Agreement, holders of ASE ADSs have no individual voting rights with respect to the ASE Common Shares represented by their ASE ADSs. Pursuant to the ASE Deposit Agreement, each holder of ASE ADSs is deemed to have authorized and directed the ASE Depositary to appoint the Chairman of ASE or his/her designee, as Voting Representative of the ASE Depositary, the custodian or the nominee who is registered in the ROC as representative of the holders of ASE ADSs to vote the ASE Common Shares represented by ASE ADSs as more fully described below.

Table of Contents

In accordance with and subject to the terms of the ASE Deposit Agreement, if holders of ASE ADSs together holding at least 51% of all the ASE ADSs outstanding as of the record date set by the ASE Depositary for the ASE EGM to vote on the proposed Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement, instruct the ASE Depositary, prior to the ASE ADS voting instructions deadline, to vote in the same manner with respect to the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement, the ASE Depositary shall notify the Voting Representative and appoint the Voting Representative as the representative of the ASE Depositary and the holders of ASE ADSs to attend the ASE EGM and vote all ASE Common Shares represented by ASE ADSs outstanding in the manner so instructed by such holders. If voting instructions are received from an ASE ADS holder by the ASE Depositary as of the ASE ADS voting instructions deadline which are signed but without further indication as to voting instructions, the ASE Depositary shall deem such holder to have instructed a vote in favor of the items set forth in such instructions.

Vote Required . The Share Exchange cannot be completed without ASE shareholders approving, among other things, the completion by ASE of the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement by either (x) the approval of one-half of the ASE Common shares present at the ASE EGM if at least two-thirds of the outstanding ASE Common Shares attend the ASE EGM, or (y) the approval of two-thirds of the ASE Common Shares present at the ASE EGM if at least one-half of the outstanding ASE Common Shares attend the ASE EGM. Each ASE shareholder is entitled to one vote per share.

As of [ · ], 2017, there were [ · ] ASE Common Shares (including those represented by ASE ADSs) outstanding. As of [ · ], 2017, ASE directors and executive officers, as a group, beneficially owned and were entitled to vote [ · ] ASE Common Shares, or approximately [ · ]% of the total outstanding share capital of ASE. ASE currently expects that these directors and executive officers will vote their ASE Common Shares that are held at the ASE EGM Record Date in favor of all of the proposals at the ASE EGM, although none of them has entered into any agreement obligating them to do so.

Under ROC law, ASE is prohibited from soliciting proxies, consents or authorizations at its shareholders’ meetings, including the ASE EGM which the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement will be voted upon. However, ASE Enterprises Limited (“ASEE”), a shareholder of ASE beneficially holding approximately [ · ]% of the total outstanding share capital of ASE as of the date of this proxy statement/prospectus, has expressed that it plans to vote in favor of all of the proposals at the ASE EGM and intends to solicit proxies in favor of the authorization and approval of the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement prior to the ASE EGM. ASEE is controlled by ASE’s Chairman and Chief Executive Officer Jason C.S. Chang.

Recommendation and Approval of the ASE Board and Reasons for the Share Exchange (see page 36)

The ASE Board recommends that ASE shareholders vote “FOR” each of the proposals to be presented at the ASE EGM.

In the course of reaching its decision to approve the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement, the ASE board of directors (the “ASE Board”) considered a number of factors in its deliberations. For a more complete discussion of these factors, see the section entitled “Special Factors —Recommendation and Approval of the ASE Board and Reasons for the Share Exchange.”

Table of Contents

Interests of ASE in SPIL Common Shares and ADSs (see page 38)

On October 1, 2015, ASE closed its acquisition of, and paid for, 779,000,000 SPIL Common Shares (including those represented by SPIL ADSs) pursuant to the tender offers in the U.S. and in the ROC (the “Initial ASE Tender Offers”). In March and April 2016, ASE acquired an additional 258,300,000 SPIL Common Shares (including those represented by SPIL ADSs) through open market purchases. As of the date of this proxy statement/prospectus, ASE held 988,847,740 SPIL Common Shares and 9,690,452 SPIL ADSs, representing 33.29% of the issue and outstanding share of SPIL.

Except as set forth elsewhere in this proxy statement/prospectus: (a) none of ASE and, to ASE's knowledge, any associate or majority-owned subsidiary of ASE beneficially owns or has a right to acquire any SPIL Common Shares, SPIL ADSs or other equity securities of SPIL; (b) none of ASE and, to ASE's knowledge, any associate or majority-owned subsidiary of ASE has effected any transaction in SPIL Common Shares, SPIL ADSs or other equity securities of SPIL during the past 60 days; and (c) during the two years before the date of this proxy statement/prospectus, there have been no transactions between ASE, its subsidiaries, on the one hand, and SPIL or any of its executive officers, directors, controlling shareholders or affiliates, on the other hand, that would require reporting under SEC rules and regulations.

Opinions of ASE’s Independent Expert (see page 39)

On May 25, 2016, Mr. Ji-Sheng Chiu, CPA, of Crowe Horwath (TW) CPAs Firm, an independent expert engaged by ASE, delivered to ASE its written opinion (the “First Crowe Horwath Opinion”) that the cash consideration of NT$55 per SPIL Common Share to be paid by HoldCo under the Share Exchange and the Exchange Ratio in which ASE Common Shares will be exchanged for HoldCo Common Shares as stipulated in the Joint Share Exchange Memorandum of Understanding (“Joint Share Exchange MOU”) were reasonable and fair. On June 29, 2016, Mr. Ji-Sheng Chiu delivered to ASE an opinion that the Cash Consideration (including conditions for adjustments) per SPIL Common Share to be paid by HoldCo in the Share Exchange and the Exchange Ratio in which ASE Common Shares will be exchanged for HoldCo Common Shares as stipulated in the Joint Share Exchange Agreement were reasonable and fair (the “Second Crowe Horwath Opinion,” and together with the First Crowe Horwath Opinion, the “Crowe Horwath Opinions”). The Crowe Horwath Opinions will be available for any interested ASE shareholder (or any representative of an ASE shareholder who has been so designated in writing) to inspect and copy at ASE’s principal executive offices during regular business hours.

Financing of the Share Exchange (see page 48)

HoldCo intends to fund the Cash Consideration (including the NT$51.2 per SPIL Common Share Cash Consideration payable to holders of the foreign convertible bonds issued by SPIL on October 31, 2014 (“SPIL Convertible Bonds”) that have not been otherwise redeemed or repurchased by the SPIL, or cancelled or converted prior to the Effective Time), which is an aggregate amount of approximately NT$173.16 billion (US$5.54 billion), with a combination of ASE’s cash on hand and debt financing. Subject to the amount of cash on hand at the time when ASE arranges for financing, ASE may arrange bank loans up to NT$173 billion (US$5.53 billion) with a combination of a syndication loan of NT$120 billion (US$3.84 billion) and a short-term bridge loan of NT$53 billion (US$1.69 billion). In a highly confident letter dated November 7, 2016 issued by Citibank Taiwan Limited (“Citibank”) to ASE, Citibank stated that it is highly confident of its ability to arrange debt facilities for the Share Exchange up to an amount of US$3.8 billion equivalent. In another highly confident letter dated November 16, 2016 issued by DBS Bank Ltd., Taipei Branch (“DBS”) to ASE, DBS stated that it is confident of its ability to arrange debt facilities for the Share Exchange up to an amount of NT$53 billion (US$1.69 billion). Both highly confident letters contained certain customary conditions to the arrangement of such facilities, including the following material conditions: (i) the applicable bank being appointed as the bookrunner and arranger of the facility, (ii) completion of customary due diligence with the results being satisfactory to the applicable bank, (iii) final agreement on the pricing, terms and conditions for the facility, (iv) negotiation, execution and delivery of financing documentation in form and substance satisfactory to the applicable bank, (v) receipt of all relevant approvals in connection with the Share Exchange, including approval of the credit committee of the applicable bank, (vi) consummation of the Share Exchange on terms and conditions satisfactory to the applicable bank, and (vii) market conditions at the relevant time being satisfactory to the applicable bank.

Table of Contents

In addition, on December 8, 2016, the ASE Board approved a capital increase in which ASE plans to offer 300 million new ASE Common Shares, par value NT$10 per share. The subscription price will be determined by ASE at a later stage. Eighty percent of such new ASE Common Shares will be subscribed for by ASE’s existing shareholders on a pro rata basis (the “Rights Offering”), ten percent of such new ASE Common Shares will be subscribed for by ASE’s employees and the remaining ten percent of such new ASE Common Shares will be sold to the general public in Taiwan. On December 8, 2016, the ASE Board also approved an issuance of unsecured corporate bonds with a face value of NT$1 million per bond. According to the resolutions of the ASE Board, (i) the aggregate principal amount of the bonds will be no more than NT$8 billion, (ii) the issue price will be 100% of the face value, (iii) the bonds will have two types of maturity of five years and seven years, and (iv) the interest rate will be fixed and no more than 2% per annum and a single interest payment will be made on an annual basis. On December 16, 2016, ASE filed with the SEC a registration statement on Form F-3 and a preliminary prospectus supplement in connection with the Rights Offering. ASE intends to use the proceeds of the capital increase and the bond offering to reduce or retire existing indebtedness, which will in turn improve its capital position and free up its borrowing capacity to facilitate the incurrence of indebtedness to finance the Share Exchange pursuant to the proposed debt facility arrangements described in the paragraph above.

Board of Directors and Management of HoldCo Following Completion of the Share Exchange (see page 48)

Under ROC law, since HoldCo has not come into existence before the Effective Time, ASE will hold a shareholders’ meeting for ASE's shareholders (also the incorporators of HoldCo) to elect members of the board of directors and supervisors for HoldCo. The ASE EGM will function as HoldCo’s incorporators’ meeting by operation of law. Therefore, at the ASE EGM, shareholders of ASE will elect the members of the board of directors and supervisors of HoldCo.

Under the terms of the Joint Share Exchange Agreement, at HoldCo’s incorporators’ meeting, nine to 13 directors and three supervisors will be elected for HoldCo, which terms of such directors and supervisors will start from the Effective Time. SPIL’s Chairman and President are expected to be appointed as directors on HoldCo’s board of directors. After the completion of the Share Exchange, subject to ASE shareholders adopting the HoldCo director and supervisor election proposals, the board of directors of HoldCo is expected to include [●] (management director, Chairman), [●] (management director), [●] (management director), [●] (management director), [●] (management director), [●] (management director), [●] (management director), [●] (management director), [●] (management director), [●] (non-management director), [●] and [●]. [●], [●] and [●] are expected to be the supervisors of HoldCo.

From and after the Effective Time, the board of directors of HoldCo will establish an audit committee which will consist of one non-management director, [●], who is expected to be independent under Rule 10A-3 of the Exchange Act and financially literate with accounting or related financial management expertise. ASE is currently, and upon completion of the Share Exchange, HoldCo will be, subject to NYSE corporate governance, as applicable to foreign private issuers. It is expected that the audit committee of HoldCo established on the Effective Time would satisfy and comply with the requirements of section 303A.06 of the NYSE Listing Company Manual.

Certain ROC and U.S. Federal Income Tax Consequences of the Share Exchange (see page 49)

ROC Taxation

Capital gains realized upon the Share Exchange are exempt from ROC income tax. In the view of Baker & McKenzie, by reasonable interpretation of the ROC Mergers and Acquisitions Act based on current rules and regulations promulgated by ROC tax authority, ASE’s shareholders should not be subject to ROC securities transaction tax upon the Share Exchange. See the section entitled “Special Factors — Certain ROC and U.S. Federal Income Tax Consequences of the Share Exchange for Holders of ASE Common Shares or ADSs — ROC Taxation” for further discussion.

Table of Contents

United States Taxation

Based on certain representations from ASE and assuming ASE has not been a PFIC for any taxable year during which the U.S. Holder has owned ASE Common Shares or ADSs, a U.S. Holder (as defined below) of ASE Common Shares or ASE ADSs is not expected to recognize any gain or loss for U.S. federal income tax purposes upon an exchange of ASE Common Shares or ASE ADSs for HoldCo ADSs (or shares represented by such HoldCo Common Shares or HoldCo ADSs) in the Share Exchange, except with respect to any cash received in respect of fractional HoldCo Common Shares or fractional HoldCo ADSs or paid to dissenting U.S. Holders. See the section entitled “Special Factors — Certain ROC and U.S. Federal Income Tax Consequences of the Share Exchange for Holders of ASE Common Shares or ADSs— United States Taxation” for further discussion.

Accounting Treatment of the Share Exchange (see page 55)

Under IFRS, the Cash Consideration paid by HoldCo pursuant to the Share Exchange will be accounted for by applying the acquisition method of accounting with HoldCo being considered the acquirer of SPIL for accounting purposes. Upon the completion of the Share Exchange, HoldCo would obtain control of SPIL and any equity interest previously held in SPIL accounted for as equity method investments is treated as if it were disposed of and reacquired at fair value on the acquisition date. Accordingly, it is remeasured to its acquisition-date fair value, and any resulting gain or loss compared to its carrying amount is recognized in profit or loss. HoldCo will measure the identifiable assets acquired and the liabilities assumed at their acquisition-date fair values, and recognize goodwill as of the acquisition date measured as the excess of the Cash Consideration and the fair value of the ASE’s previously held equity interest in SPIL over the net of the acquisition-date fair value of the identifiable assets acquired and the liabilities assumed. Goodwill is not amortized but is tested for impairment at least annually.

Under IFRS, the exchange of ASE Common Shares for HoldCo Common Shares and the exchange of ASE ADSs for HoldCo ADSs based on the Exchange Ratio will be accounted for as a legal reorganization of entities under common control. ASE and HoldCo are ultimately controlled by the same shareholders both before and after the Share Exchange and that control is not transitory, therefore the Share Exchange under common control will not be accounted for by applying the acquisition method as above. Accordingly, ASE will recognize no gain or loss in connection with the exchange of ASE Common Shares for HoldCo shares upon the Share Exchange under common control, and all assets and liabilities of ASE will be recorded on the books of HoldCo at the predecessor carrying amounts.

Regulatory Approvals Required to Complete the Share Exchange (see page 55)

The completion of the Share Exchange is subject to obtaining antitrust and other regulatory approvals in certain jurisdictions, as noted below. ASE and SPIL submitted the required materials to the Taiwan Fair Trade Commission (the “TFTC”) on July 29, 2016 and the TFTC issued a no objection letter in respect of the Share Exchange on November 16, 2016. ASE and SPIL submitted the required materials to the Ministry of Commerce of the People’s Republic of China (“MOFCOM”) on August 25, 2016. MOFCOM formally accepted the parties’ notification materials on December 14, 2016, starting Phase I of the review process. In addition, the U.S. Federal Trade Commission (“FTC”) has issued a subpoena and civil investigative demand relating to the proposed combination. ASE and SPIL are fully cooperating with the investigation. There can be no assurance as to if and when regulatory approvals will be obtained in the PRC, or if and when the FTC will complete its investigation without seeking an injunction prohibiting the Share Exchange or as to the conditions or limitations that such regulatory authorities may seek to impose. See the section entitled “Special Factors — Regulatory Approvals Required to Complete the Share Exchange.”

Share Exchange Listing (see page 56)

It is expected that HoldCo Common Shares will be listed on the TWSE and HoldCo ADSs will be listed on the NYSE at the Effective Time of the Share Exchange. As a result of the Share Exchange, ASE Common Shares currently listed on the TWSE and ASE ADSs currently listed on the NYSE will cease to be listed on the TWSE and NYSE, respectively; SPIL Common Shares currently listed on the TWSE and SPIL ADSs currently listed on NASDAQ will cease to be listed on the TWSE and NASDAQ, respectively.

Table of Contents

The following is a tentative timetable of the various trading-related events in connection with the completion of the Share Exchange:

Final trading day for ASE Common Shares and SPIL Common Shares on the TWSE	[●], 2017 (Taiwan time)
Final trading day for ASE ADSs on the NYSE and SPIL ADSs on NASDAQ	[●], 2017 (New York time)
Effective date of the Share Exchange	[●], 2017 (Taiwan time)
First trading day for HoldCo Common Shares on the TWSE	[●], 2017 (Taiwan time)
First trading day for HoldCo ADSs on the NYSE	[●], 2017 (New York time)

In advance of completion of the Share Exchange, ASE expects to publicly announce the definitive timetable for these trading-related events.

Rights of Dissenting Shareholders (see page 57)

Under ROC law, ASE shareholders may have dissenters’ rights of appraisal in connection with the Share Exchange. See the section entitled “Special Factors — Rights of Dissenting Shareholders” for a complete discussion of dissenters’ rights. However, holders of ASE ADSs will not have any appraisal rights in respect of the Share Exchange under the terms of the ASE Deposit Agreement. ASE ADS holders who wish to be entitled to appraisal rights may cancel their ASE ADSs and become holders of ASE Common Shares by [DATE], 2017.

Litigation Related to the Share Exchange (see page 59)

ASE is not aware of any lawsuit that challenges the Share Exchange or any other transactions contemplated under the Joint Share Exchange Agreement.

Expenses Relating to the Share Exchange (see page 59)

All costs and expenses incurred in connection with the Share Exchange, the Joint Share Exchange Agreement and the completion of the transactions contemplated by the Joint Share Exchange Agreement will be paid by the party incurring such costs and expenses, except as otherwise explicitly provided for in the Joint Share Exchange Agreement, whether or not the Share Exchange or any of the other transactions contemplated by the Joint Share Exchange Agreement is completed.

Comparison of Rights of Shareholders of ASE and HoldCo (see page 59)

From a legal perspective, ASE shareholders receiving HoldCo Common Shares upon the completion of the Share Exchange will not have materially different rights from those they are entitled to as ASE shareholders. See the sections entitled “Special Factors — Comparison of Rights of Shareholders of ASE and HoldCo,” “Description of HoldCo American Depositary Shares,” and “Description of HoldCo Common Shares” for more information.

No Solicitation by SPIL of Acquisition Proposals (see page 79)

Under the terms of the Joint Share Exchange Agreement, SPIL agreed not to offer, agree, enter into or sign with any third party any contract, agreement or other arrangements in respect to certain alternative transactions, subject to certain exceptions as described in the section entitled “The Joint Share Exchange Agreement — Pre-Closing Covenants and Agreements.”

Table of Contents

Conditions to Consummation of the Share Exchange (see page 81)

The obligations of ASE, SPIL and HoldCo to consummate the Share Exchange are subject to the satisfaction of the following conditions:

ASE and SPIL will each have obtained unconditional approval of the Share Exchange at their respective general shareholders’ meetings;

receipt of approvals from all relevant competent authorities, including, but not limited to, (i) the TWSE and the SEC (ii) the TFTC and MOFCOM and (iii) the FTC completing its investigation without seeking an injunction prohibiting the Share Exchange (in the case of (ii) and (iii), including approvals or consents of conditions imposed by such authorities that both ASE and SPIL have agreed to accept); and

no order (or agreement with the FTC) is in effect and enforceable prohibiting, enjoining or rendering illegal the consummation of the Share Exchange, and no law shall have been enacted or enforced after the date the Joint Share Exchange Agreement was executed rendering illegal or prohibiting the consummation of the Share Exchange; provided that the enforcement of an order or law shall not include the decision by a governmental entity to extend the waiting period or initiate an investigation under antitrust laws or other applicable law.

In addition, ASE’s and HoldCo’s obligations to consummate the Share Exchange are subject to the satisfaction or waiver by ASE and HoldCo of the following additional conditions:

all representations and warranties of SPIL are true and accurate as of the date the Joint Share Exchange Agreement was executed and as of the Effective Time, except to the extent that no material adverse effect on SPIL has occurred;

SPIL has performed in all material respects all obligations and undertakings required to be performed by it under the Joint Share Exchange Agreement prior to the Effective Time;

no material adverse effect to SPIL shall have occurred prior to the Effective Time; and

prior to the Effective Time, no force majeure events will have occurred which, individually or in aggregate, result in a decrease in SPIL’s consolidated net book value by 30% or more, relative to SPIL’s net book value in its consolidated audited financial statements as of March 31, 2016.

In addition, SPIL’s obligation to consummate the Share Exchange is subject to the satisfaction or waiver of the following additional conditions:

all representations and warranties of ASE are true and accurate as of the date the Joint Share Exchange Agreement was executed and as of the Effective Time, except to the extent that no material adverse effect on ASE has occurred;

all representations and warranties of HoldCo are true and accurate as of the Effective Time, except to the extent that no material adverse effect on HoldCo has occurred;

ASE and HoldCo have performed in all material respects all obligations and undertakings required to be performed by each of them under the Joint Share Exchange Agreement prior to the Effective Time;

no material adverse effect to ASE will have occurred prior to the Effective Time; and

prior to the Effective Time, no force majeure events will have occurred which, individually or in aggregate, result in a decrease in ASE’s consolidated net book value by 30% or more, relative to ASE’s net book value in its consolidated audited financial statements as of March 31, 2016.

Table of Contents

The consummation of the Share Exchange is subject to the satisfaction or waiver of all the conditions set forth above on or prior to December 31, 2017 (the “Long Stop Date”). If the closing of the Share Exchange cannot be completed due to the failure to satisfy the conditions set forth above on or prior to the Long Stop Date, the Joint Share Exchange Agreement will automatically terminate at midnight on the day immediately following the Long Stop Date.

ASE Board does not intend to waive (where capable of waiver by ASE) any of these or any other conditions unless it determines that the Share Exchange is in the best interest of ASE and ASE shareholders despite the condition(s) not being satisfied in whole or in part.

In addition, the expected timing for the completion of the Share Exchange may be impacted by other conditions described in this proxy statement/prospectus.

Termination of Joint Share Exchange Agreement (see page 82)

The Joint Share Exchange Agreement may be terminated prior to the Effective Time by either ASE or SPIL if any of the following occurs:

a law, judgment, court order or administrative decision issued by a competent authority restricts or prohibits the consummation of the Share Exchange, and such restriction or prohibition has been confirmed and cannot be remedied by amending the Joint Share Exchange Agreement; or

the Joint Share Exchange Agreement and Share Exchange are not approved by ASE’s shareholders or SPIL’s shareholders at their respective shareholder meetings.

The Joint Share Exchange Agreement may also be terminated at any time prior to the Effective Time by ASE if SPIL has breached or failed to perform any of its representations, warranties, undertakings or obligations under the Joint Share Exchange Agreement and such breach leads to the failure to satisfy the conditions to the consummation of the Share Exchange and is by its nature not capable of being cured, or is not cured by SPIL within 30 business days of receiving written notice of such breach, and is not waived in writing by ASE.

The Joint Share Exchange Agreement may also be terminated at any time prior to the Effective Time by SPIL if ASE has breached or failed to perform any of its representations, warranties, undertakings or obligations under the Joint Share Exchange Agreement and such breach leads to the failure to satisfy the conditions to the consummation of the Share Exchange and is by its nature not capable of being cured, or is not cured by ASE within 30 business days of receiving written notice of such breach, and is not waived in writing by SPIL.

If the Share Exchange is not consummated on or before the Long Stop Date, the Joint Share Exchange Agreement will automatically terminate at midnight on the day immediately following the Long Stop Date.

Termination Fees Relating to the Share Exchange (see page 79)

SPIL may be required to pay a termination fee of NT$17 billion (US$0.5 billion) if the Joint Share Exchange Agreement is terminated due to SPIL’s acceptance of a Superior Proposal (as defined in the Joint Share Exchange Agreement and further explained under the caption “The Joint Share Exchange Agreement — Pre-Closing Covenants and Agreements” beginning on page 79). See the section entitled “The Joint Share Exchange Agreement — Pre-Closing Covenants and Agreements” for a more complete description of the circumstances under which SPIL may be required to pay ASE a termination fee.

Remedies and Liquidated Damages (see page 82)

Upon the occurrence of certain prescribed material events of default, in addition to any right of termination and claims for expenses, the non-defaulting party will also be entitled to liquidated damages in the amount of NT$8.5 billion (US$0.3 billion) from the defaulting party, subject to adjustments for contributory negligence by the non-defaulting party. See the section entitled “The Joint Share Exchange Agreement — Termination and Events of Default” for a more complete description of the circumstances under which ASE or SPIL may be required to pay the other party liquidated damages.

Table of Contents

Market Price Information (see page 69)

ASE Common Shares and SPIL Common Shares are listed on the TWSE under the stock code “2311” and “2325”, respectively. ASE ADSs and SPIL ADSs are listed on the NYSE and NASDAQ under the symbols “ASX” and “SPIL”, respectively. The following table presents the closing price information for ASE Common Shares, SPIL Common Shares, ASE ADSs and SPIL ADS on (a) May 25, 2016, the last trading day before the public announcement of the execution of the Joint Share Exchange MOU, and (b) January 5, 2017, the latest practicable trading day before the date of this proxy statement/prospectus.

	ASE Common Shares			SPIL Common Shares		ASE ADSs	SPIL ADSs
Date	NT$	US$	NT$		US$	US$	US$
May 25, 2016	33.05	1.06	50.50		1.61	4.89	7.52
January 5, 2017	33.25	1.06	47.90		1.53	5.23	7.37

Risk Factors (see page 61)

In determining whether to vote to approve the Share Exchange and the other transactions contemplated by the Joint Share Exchange Agreement, you should consider carefully the risk factors described in this document.

Recent Development

On December 8, 2016, the ASE Board approved a capital increase in which ASE plans to offer 300 million new ASE Common Shares, par value NT$10 per share. The subscription price will be determined by ASE at a later stage. Eighty percent of such new ASE Common Shares will be offered under the Rights Offering, ten percent of such new ASE Common Shares will be offered to ASE’s employees pursuant to Article 267 of the ROC Company Law, and the remaining ten percent of such new ASE Common Shares will be offered to the public in Taiwan pursuant to Article 28-1 of the Taiwan Securities and Exchange Act. On December 16, 2016, ASE filed with the SEC a registration statement on Form F-3 and a preliminary prospectus supplement in connection with the Rights Offering.

On December 8, 2016, the ASE Board also approved an issuance of unsecured corporate bonds with a face value of NT$1 million per bond. According to the ASE Board resolutions, (i) the aggregate principal amount of the bonds will be no more than NT$8 billion, (ii) the issue price will be 100% of the face value, (iii) the bonds will have two types of maturity of five years and seven years, and (iv) the interest rate will be fixed and no more than 2% per annum and a single interest payment will be made on an annual basis.

Table of Contents

Selected Consolidated Financial Data

Selected Consolidated Financial Data of ASE

The selected consolidated financial data of ASE as of and for the years ended December 31, 2012, 2013, 2014 and 2015 has been derived from ASE’s audited consolidated financial statements included in its annual report on Form 20-F for the year ended December 31, 2015 filed with the SEC on April 29, 2016 (“ASE 2015 20-F”), which is incorporated by reference into this proxy statement/prospectus. These consolidated financial statements were prepared based on IFRS. The selected consolidated financial data as of December 31, 2012 and 2013 and for the year ended December 31, 2012 is derived from ASE’s audited consolidated financial statements not included herein.

ASE first started preparing its audited consolidated financial statements in accordance with IFRS starting from January 1, 2013. Historical financial data as of and for the year ended December 31, 2011 derived from ASE’s consolidated financial statements prepared in accordance with accounting principles generally accepted in the ROC (“ROC GAAP”) with reconciliation to accounting principles generally accepted in the U.S. (“US GAAP”) has not been included below, as such information is not available on a basis that is consistent with the consolidated financial information for the years ended December 31, 2012, 2013, 2014 and 2015 and cannot be obtained without unreasonable effort or expense.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of ASE or HoldCo following completion of the Share Exchange, and you should read the following information together with ASE’s consolidated financial statements, the related notes, the section entitled “Item 5 —Operating and Financial Review and Prospects” contained in ASE 2015 20-F, which are incorporated by reference into this proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information.”

The selected historical consolidated statement of operations data for each of the nine-month periods ended September 30, 2015 and 2016 and the consolidated balance sheet data as of December 31, 2015 and September 30, 2016 have been derived from ASE’s unaudited consolidated financial statements for the nine-month period ended September 30, 2016 contained in ASE’s interim report on Form 6-K furnished with the SEC on November 22, 2016, which is incorporated by reference into this proxy statement/prospectus.

In September 2015, March and April 2016, ASE successively acquired Common Shares and ADSs of SPIL for cash resulting in ASE’s total ownership of 33.29% of SPIL which was reflected as investments accounted for using the equity method on the consolidated balance sheets as of December 31, 2015 and September 30, 2016. As of September 30, 2016, ASE has completed the identification of the difference between the cost of the investment and ASE’s share of the net fair value of SPIL’s identifiable assets and liabilities. Therefore, according to IFRS, ASE has retrospectively adjusted the comparative financial statements for prior periods. The retrospective adjustments are a decrease of NT$281.4 million to the investments accounted for using the equity method on the consolidated balance sheet as of December 31, 2015 and share of profit of associates on the consolidated statement of comprehensive income for the year ended December 31, 2015. The impact of such adjustments represent a 0.08% decrease to the total assets and 1.34% decrease to the total profit for the year. ASE considered such retrospective adjustments to be immaterial from both quantitative and qualitative perspectives. The balance sheet data as of December 31, 2015 in the following table marked as “Adjusted” reflected the impact from the retrospective adjustments.

	For the Year Ended December 31,															For the Nine Months Ended September 30,
IFRS	2012			2013			2014			2015			2015			2015			2016
	NT$			NT$			NT$			NT$			US$			NT$			NT$			US$
	(in millions, except earnings per ASE Common Share and per ASE ADS data)
Statement of Comprehensive Income Data:
Operating revenues		193,972.4			219,862.4			256,591.4			283,302.5			9,059.9			207,754.4			197,755.5			6,324.1
Operating costs		(157,342.7	)		(177,040.4	)		(203,002.9	)		(233,167.3	)		(7,456.6	)		(170,888.0	)		(159,938.4	)		(5,114.8	)
Gross profit		36,629.7			42,822.0			53,588.5			50,135.2			1,603.3			36,866.4			37,817.1			1,209.3
Operating expenses		(18,922.6	)		(20,760.4	)		(23,942.7	)		(25,250.6	)		(807.5	)		(18,782.8	)		(19,241.5	)		(615.3	)

Table of Contents

	For the Year Ended December 31,															For the Nine Months Ended September 30,
IFRS	2012			2013			2014			2015			2015			2015			2016
	NT$			NT$			NT$			NT$			US$			NT$			NT$			US$
	(in millions, except earnings per ASE Common Share and per ASE ADS data)
Other operating income and expenses, net		83.2			(1,348.2	)		228.7			(251.5	)		(8.0	)		(71.6	)		(704.3	)		(22.5	)
Profit from operations		17,790.3			20,713.4			29,874.5			24,633.1			787.8			18,012.0			17,871.3			571.5
Non-operating income (expense), net		(1,181.6	)		(1,343.6	)		(1,339.4	)		660.1			21.1			712.9			578.2			18.5
Profit before income tax		16,608.7			19,369.8			28,535.1			25,293.2			808.9			18,724.9			18,449.5			590.0
Income tax expense		(2,960.4	)		(3,499.6	)		(5,666.0	)		(4,311.1	)		(137.9	)		(2,575.9	)		(3,230.0	)		(103.3	)
Profit for the year		13,648.3			15,870.2			22,869.1			20,982.1			671.0			16,149.0			15,219.5			486.7
Attributable to Owners of the Company		13,191.6			15,404.5			22,228.6			20,013.5			640.0			15,506.0			14,369.7			459.5
Non-controlling interests		456.7			465.7			640.5			968.6			31.0			643.0			849.8			27.2
		13,648.3			15,870.2			22,869.1			20,982.1			671.0			16,149.0			15,219.5			486.7
Other comprehensive income (loss), net of income tax		(3,830.7	)		3,233.3			5,504.4			(147.6	)		(4.7	)		1,284.4			(7,331.5	)		(234.4	)
Total comprehensive income for the year		9,817.6			19,103.5			28,373.5			20,834.5			666.3			17,433.4			7,888.0			252.3
Attributable to Owners of the Company		9,420.4			18,509.6			27,394.3			19,940.4			637.7			16,679.4			7,632.6			244.1
Non-controlling interests		397.2			593.9			979.2			894.1			28.6			754.0			255.4			8.2
		9,817.6			19,103.5			28,373.5			20,834.5			666.3			17,433.4			7,888.0			252.3
Earnings per common share ⁽¹⁾ :
Basic		1.77			2.05			2.89			2.62			0.08			2.03			1.88			0.06
Diluted		1.73			1.99			2.79			2.51			0.08			1.88			1.58			0.05
Dividends per common share ⁽²⁾		2.05			1.05			1.30			2.00			0.06			2.00			1.60			0.05
Earnings per equivalent ADS ⁽¹⁾ :
Basic		8.86			10.26			14.46			13.08			0.42			10.13			9.38			0.30
Diluted		8.65			9.96			13.93			12.55			0.40			9.42			7.90			0.25
Number of common shares ⁽³⁾ :
Basic		7,445.5			7,508.5			7,687.9			7,652.8			7,652.8			7,656.4			7,658.5			7,658.5
Diluted		7,568.2			7,747.6			8,220.7			8,250.1			8,250.1			8,241.0			8,272.9			8,272.9
Number of equivalent ADSs:
Basic		1,489.1			1,501.7			1,537.6			1,530.6			1,530.6			1,531.3			1,531.7			1,531.7
Diluted		1,513.6			1,549.5			1,644.1			1,650.0			1,650.0			1,648.2			1,654.6			1,654.6

______________________

Notes:

(1)

The denominators for diluted earnings per ASE Common Share and diluted earnings per equivalent ASE ADS are calculated to account for the potential diluted factors, such as the exercise of options and conversion of ASE’s convertible bonds into ASE Common Shares.

(2)

Dividends per ASE Common Share issued as a cash dividend, a stock dividend and distribution from capital surplus.

(3)

Represents the weighted average number of shares after retroactive adjustments to give effect to stock dividends. ASE Common Shares held by consolidated subsidiaries are classified as “treasury stock,” and are deducted from the number of ASE Common Shares outstanding.

	As of December 31,												As of September 30,
IFRS	2012		2013		2014		2015				2015 (Adjusted)		2016
	NT$		NT$		NT$		NT$		US$		NT$		NT$		US$
	(in millions)
Balance Sheet Data:
Current assets		97,495.6		132,176.5		159,955.2		156,732.8		5,012.3		156,732.8		143,369.2		4,584.9
Investments - non-current ⁽¹⁾		2,267.8		2,345.5		2,409.3		38,328.0		1,225.7		38,046.6		50,677.6		1,620.6
Property, plant and equipment, net		127,197.8		131,497.3		151,587.1		149,997.1		4,796.8		149,997.1		145,208.9		4,643.7
Intangible assets		12,361.3		11,953.6		11,913.3		11,888.6		380.2		11,888.6		12,217.1		390.7
Long-term prepayment for lease		4,164.1		4,072.3		2,586.0		2,556.2		81.7		2,556.2		2,382.4		76.2
Others ⁽²⁾		4,236.0		4,676.9		5,267.9		5,765.5		184.4		5,765.6		6,830.7		218.5
Total assets		247,722.6		286,722.1		333,718.8		365,268.2		11,681.1		364,986.9		360,685.9		11,534.6

Table of Contents

	As of December 31,												As of September 30,
IFRS	2012		2013		2014		2015				2015 (Adjusted)		2016
	NT$		NT$		NT$		NT$		US$		NT$		NT$		US$
	(in millions)
Short-term debts ⁽³⁾		36,884.9		44,618.2		41,176.0		36,983.4		1,182.7		36,983.4		33,007.5		1,055.6
Current portion of long-term debts		3,213.8		6,016.5		2,835.5		16,843.3		538.6		16,843.3		15,657.7		500.7
Long-term debts ⁽⁴⁾		44,591.7		50,166.5		55,375.8		66,535.1		2,127.8		66,535.1		70,812.9		2,264.6
Other liabilities ⁽⁵⁾		53,211.8		60,176.9		78,640.1		78,700.1		2,516.8		78,700.1		81,539.6		2,607.6
Total liabilities		137,902.2		160,978.1		178,027.4		199,061.9		6,365.9		199,061.9		201,017.7		6,428.5
Share capital		76,047.7		78,180.3		78,715.2		79,185.7		2,532.3		79,185.7		79,509.1		2,542.7
Non-controlling interests		3,505.7		4,128.4		8,209.9		11,492.5		367.5		11,492.6		11,057.6		353.6
Equity attributable to owners of the Company		106,314.7		121,615.6		147,481.5		154,713.8		4,947.7		154,432.4		148,610.6		4,752.5

__________________

Notes:

(1)

Including available-for-sale financial assets — non-current and investments accounted for using the equity method.

(2)

Including deferred tax assets, other financial assets — non-current and other non-current assets.

(3)

Including short-term bank loans and short-term bills payable.

(4)

Including bonds payable, long-term borrowings (consisting of bank loans and bills payable) and capital lease obligations.

(5)

Including (x) current liabilities other than short-term debts and current portion of long-term debts and (y) non-current liabilities other than long-term debts.

				For the Year Ended December 31,												For the Nine Months Ended September 30,
IFRS	2012			2013			2014			2015			2015			2015			2016
	NT$			NT$			NT$			NT$			US$			NT$			NT$			US$
	(in millions)
Cash Flow Data:
Capital expenditures		(39,029.5	)		(29,142.7	)		(39,599.0	)		(30,280.1	)		(968.3	)		(24,695.3	)		(20,391.1	)		(652.1	)
Depreciation and amortization		23,435.9			25,470.9			26,350.8			29,518.7			944.0			22,172.2			22,038.6			704.8
Net cash inflow from operating activities		33,038.0			41,296.0			45,863.5			57,548.3			1,840.4			34,303.8			36,712.1			1,174.0
Net cash outflow from investing activities		(43,817.8	)		(29,925.8	)		(38,817.9	)		(63,351.4	)		(2,025.9	)		(57,691.9	)		(37,137.2	)		(1,187.6	)
Net cash inflow (outflow) from financing activities		8,455.8			12,794.9			(2,797.0	)		8,636.3			276.2			12,187.3			(11,839.8	)		(378.6	)

Table of Contents

Selected Consolidated Financial Data of SPIL

The following sets forth summary historical consolidated financial information of SPIL for each of the four years ended December 31, 2012, 2013, 2014 and 2015 and for each of the nine-month periods ended September 30, 2015 and 2016. The selected consolidated financial data of SPIL as of December 31, 2015 and 2014 and for the three years ended December 31, 2015 has been derived from SPIL’s audited consolidated financial statements included in its annual report on Form 20-F for the year ended December 31, 2015 filed with the SEC, which is incorporated by reference into this registration statement. The selected consolidated financial data as of December 31, 2012 and 2013 and for the year ended December 31, 2012 is derived from SPIL’s audited consolidated financial statements not included or incorporated herein. The selected historical consolidated statement of operations data for each of the nine-month periods ended September 30, 2016 and 2015 and the consolidated balance sheet data as of September 2016 have been derived from SPIL’s unaudited consolidated financial statements for the quarterly period ended September 30, 2016 contained in SPIL’s interim report on Form 6-K furnished with the SEC on November 22, 2016, which is incorporated by reference into this registration statement. Pursuant to the transitional relief granted by the SEC in respect of the first-time application of IFRS, financial and operating data as of and for the year ended December 31, 2011 derived from SPIL’s consolidated financial statements prepared in accordance with U.S. GAAP have not been included below. The information set forth below is not necessarily indicative of future results and should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and the consolidated financial statements, related notes and other financial information included in the SPIL’s Annual Report on Form 20-F for the year ended December 31, 2015 (“SPIL 2015 20-F”), which are incorporated into this proxy statement/prospectus by reference. For more information, see the section entitled “Where You Can Find More Information.”

SPIL first started preparing its audited consolidated financial statements in accordance with IFRS starting from January 1, 2013. Historical financial data as of and for the years ended December 31, 2011 derived from SPIL’s consolidated financial statements prepared in accordance with ROC GAAP with reconciliation to US GAAP has not been included below, as such information is not available on a basis that is consistent with the consolidated financial information for the years ended December 31, 2012, 2013, 2014 and 2015 and cannot be obtained without unreasonable effort or expense.

The historical financial information as of September 30, 2016 and for each of the nine-month periods ended September 30, 2015 and 2016 has been derived from SPIL’s unaudited consolidated financial statements, prepared in accordance with IFRS and contained in SPIL’s interim report on Form 6-K furnished with the SEC on November 22, 2016, which is incorporated into this proxy statement/prospectus by reference.

	For the Year Ended December 31,															For the Nine Months Ended September 30,
IFRS	2012			2013			2014			2015						2015			2016
	NT$			NT$			NT$			NT$			US$			NT$			NT$			US$
	(in millions, except earnings per SPIL Common Share and per SPIL ADS data)
Statement of Comprehensive Income Data:
Operating revenues		64,654.6			69,356.2			83,071.4			82,839.9			2,649.2			62,075.0			62,934.4			2,012.6
Operating costs		(52,915.6	)		(54,925.7	)		(62,081.3	)		(61,230.6	)		(1,958.1	)		(45,908.0	)		(48,812.5	)		(1,561.0	)
Gross profit		11,739.0			14,430.5			20,990.1			21,609.3			691.1			16,167.0			14,121.9			451.6
Operating expenses		(5,351.2	)		(7,391.6	)		(7,169.0	)		(8,354.8	)		(267.2	)		(6,173.3	)		(6,377.4	)		(203.9	)
Other operating income and expenses, net		4.6			61.2			284.3			(255.8	)		(8.2	)		(253.7	)		(184.9	)		(5.9	)
Profit from operations		6,392.4			7,100.1			14,105.4			12,998.7			415.7			9,740.0			7,559.6			241.8
Non-operating income (expense), net		399.5			348.6			162.8			(2,621.2	)		(83.8	)		657.0			732.8			23.4
Profit before income tax		6,791.9			7,448.7			14,268.2			10,377.5			331.9			10,397.0			8,292.4			265.2
Income tax expense		(1,229.7	)		(1,606.7	)		(3,050.1	)		(1,366.0	)		(43.7	)		(1,180.7	)		(1,038.9	)		(33.2	)
Profit for the year		5,562.2			5,842.0			11,218.1			9,011.5			288.2			9,216.3			7,253.5			232.0

Attributable to Owners of the Company		5,562.2			5,842.0			11,218.1			9,011.5			288.2			9.216.3			7.253.5			232.0
Non-controlling interests		–			–			–			–			–			–			–			–
		5,562.2			5,842.0			11,218.1			9,011.5			288.2			9.216.3			7.253.5			232.0
Other comprehensive income (loss), net of income tax		(223.3	)		1,058.9			3,293.4			(906.8	)		(29.0	)		(2,330.7	)		(1,518.5	)		(48.6	)
Total comprehensive income for the year		5,338.9			6,900.9			14,511.5			8,104.7			259.2			6,885.6			5,735.0			183.4

Attributable to Owners of the Company		5,338.9			6,900.9			14,511.5			8,104.7			259.2			6,885.6			5,735.0			183.4
Non-controlling interests		–			–			–			–			–			–			–			–
		5,338.9			6,900.9			14,511.5			8,104.7			259.2			6,885.6			5,735.0			183.4
Earnings per common share ⁽¹⁾ :
Basic		1.81			1.89			3.60			2.89			0.09			2.96			2.33			0.07
Diluted		1.80			1.87			3.57			2.86			0.09			2.70			1.84			0.06
Dividends per common share ⁽²⁾		1.67			1.80			3.00			3.80			0.12			–			–			–
Earnings per equivalent ADS ⁽¹⁾ :
Basic		9.03			9.43			18.00			14.46			0.46			14.80			11.65			0.37
Diluted		8.99			9.37			17.87			14.30			0.46			13.50			9.20			0.29
Number of common shares:
Basic		3,078.3			3,098.2			3,116.4			3,116.4			3,116.4			3,116.4			3,116.4			3,116.4
Diluted		3,094.2			3,116.6			3,139.5			3,150.1			3,150.1			3,407.3			3,403.9			3,403.9
Number of equivalent ADSs
Basic		615.7			619.6			623.3			623.3			623.3			623.3			623.3			623.3
Diluted		618.8			623.3			627.9			630.0			630.0			681.4			680.8			680.8

	As of December 31,										As of September 30,
IFRS	2012		2013		2014		2015				2016		2016
	NT$		NT$		NT$		NT$		US$		NT$		US$
	(in millions)
Balance Sheet Data:
Current assets		33,445.6		37,825.1		55,207.9		48,785.2		1,560.1		44,914.8		1,436.4
Investments - non-current ⁽¹⁾		6,068.1		6,703.0		9,076.3		8,049.1		257.4		7,028.9		224.8
Property, plant and equipment, net		49,927.4		55,196.8		63,520.7		64,305.6		2,056.5		66,331.5		2,121.2
Intangible assets		516.1		355.3		249.2		192.8		6.2		181.0		5.8
Long-term prepayment for lease		–		–		–		–		–		–		–
Others ⁽²⁾		1,895.5		1,738.7		1,698.4		1,876.5		60.0		1,737.1		55.5
Total assets		91,852.7		101,818.9		129,752.5		123,209.2		3,940.2		120,193.3		3,843.7
Short-term debts ⁽³⁾		2,468.4		2,533.9		2,690.3		2,790.1		89.2		2,665.6		85.2
Current portion of long-term debts		3,148.6		3,154.2		6,970.1		5,991.1		191.6		4,972.7		159.0
Long-term debts ⁽⁴⁾		12,038.2		15,355.6		24,669.5		20,485.3		655.1		24,044.8		768.9
Other liabilities ⁽⁵⁾		15,279.4		18,903.5		24,648.8		24,413.5		780.8		25,088.2		802.4
Total liabilities		32,934.6		39,947.2		58,978.7		53,680.0		1,716.7		56,771.3		1,815.5
Share capital		31,163.6		31,163.6		31,163.6		31,163.6		996.6		31,163.6		996.6
Non-controlling interests		–		–		–		–		–		–		–
Equity attributable to owners of the Company		58,918.1		61,871.7		70,773.8		69,529.2		2,223.5		63,422.0		2,028.2

	For the Year Ended December 31,															For the Nine Months Ended September 30,
IFRS	2012			2013			2014			2015						2015			2016
	NT$			NT$			NT$			NT$			US$			NT$			NT$			US$
	(in millions)
Cash Flow Data:
Capital expenditures		(15,142.3	)		(14,978.7	)		(19,560.7	)		(13,855.4	)		(443.1	)		(10,785.1	)		(11,858.8	)		(379.2	)
Depreciation and amortization		10,100.4			11,033.7			12,435.8			13,513.9			432.2			10,144.7			9,939.1			317.8
Net cash inflow from operating activities		13,366.1			17,747.9			24,945.2			26,784.2			856.6			19,434.7			13,668.7			437.1
Net cash outflow from investing activities		(15,872.4	)		(15,588.3	)		(19,243.8	)		(16,587.4	)		(530.5	)		(11,077.6	)		(10,607.1	)		(339.2	)
Net cash inflow (outflow) from financing activities		2,520.1			(1,150.3	)		7,292.2			(15,096.3	)		(482.8	)		(16,087.2	)		(8,751.1	)		(279.9	)

	For the Nine Months Ended September 30, 2016				For the Year Ended December 31, 2015
	(in millions, except for per share data)
	NT$		US$		NT$		US$
Operating revenue		260,689.9		8,336.7		366,142.4		11,709.1
Profit from operations		22,507.4		719.8		33,452.2		1,069.8
Profit		17,044.3		545.1		23,712.1		758.3
Profit attributable to HoldCo		16,194.5		517.9		22,743.5		727.3
Earnings per common share attributable to HoldCo common shareholders
Basic		4.09		0.13		5.74		0.18
Diluted		3.75		0.12		5.70		0.18
Earnings per ADS attributable to HoldCo common shareholders
Basic		20.44		0.65		28.70		0.92
Diluted		18.74		0.60		28.52		0.91

	As of September 30, 2016
	(in millions, except for per share data)
	NT$		US$
Total assets		517,898.9		16,562.2
Total liability		350,971.2		11,223.9
Total equity		166,927.7		5,338.3
Share capital		39,618.1		1,267.0
Common shares		3,961,811,298		3,961,811,298
Book value per share attributable to HoldCo common shareholders		39.34		1.26
Book value per ADS attributable to HoldCo common shareholders		196.72		6.29

Boards:

Quotes:

Boards

News

Market Data

Markets

Discover

ASX ASE Technology Holding Co Ltd

Latest ASX Messages

Loading Messages....

Advanced Semiconductor Engineering Inc News

Loading Messages....

Your Recent History

	Year Ended December 31,								Nine Months Ended September 30,
	2012		2013		2014		2015		2015		2016
Ratio of earnings to fixed charges ⁽¹⁾		25.27		18.62		24.70		15.49		19.68		15.36

	For the Nine Months Ended September 30, 2016				For the Year Ended December 31, 2015
	NT$		US$		NT$			US$
Basic earnings per common share
Historical of ASE		1.88		0.06		2.62			0.08
Historical of SPIL		2.33		0.07		2.89			0.09
Pro forma combined of HoldCo		4.09		0.13		5.74			0.18
Diluted earnings per common share
Historical of ASE		1.58		0.05		2.51			0.08
Historical of SPIL		1.84		0.06		2.86			0.09
Pro forma combined of HoldCo		3.75		0.12		5.70			0.18
Basic earnings per ADS
Historical of ASE		9.38		0.30		13.08			0.42
Historical of SPIL		11.65		0.37		14.46			0.46
Pro forma combined of HoldCo		20.44		0.65		28.70			0.92
Diluted earnings per ADS
Historical of ASE		7.90		0.25		12.55			0.40
Historical of SPIL		9.20		0.29		14.30			0.46
Pro forma combined of HoldCo		18.74		0.60		28.52			0.91
Dividends per common share
Historical of ASE		**				2.00			0.06
Historical of SPIL		**				3.80	(1)		0.12
Pro forma combined of HoldCo		**				**

	As of September 30, 2016
	NT$		US$
Book value per common share at period end
Historical of ASE		18.76		0.60
Historical of SPIL		20.35		0.65
Pro forma combined of HoldCo		39.34		1.26
Book value per ADS at period end
Historical of ASE		93.78		3.00
Historical of SPIL		101.76		3.25
Pro forma combined of HoldCo		196.72		6.29

	ASE						SPIL						Pro Forma Adjustment						Notes			Pro Forma Results
	NT$			US$			NT$			US$			NT$			US$						NT$			US$
	(in millions, except per share data)
Operating revenues		283,302.5			9,059.9			82,839.9			2,649.2						–						366,142.4			11,709.1
Operating costs		(233,167.3	)		(7,456.6	)		(61,230.6	)		(1,958.1	)		(3,479.1	)		(111.3	)		5	(a)		(297,877.0	)		(9,526.0	)
Gross profit		50,135.2			1,603.3			21,609.3			691.1			(3,479.1	)		(111.3	)					68,265.4			2,183.1
Operating expenses		(25,250.6	)		(807.5	)		(8,354.8	)		(267.2	)		(700.5	)		(22.4	)		5	(b)		(34,305.9	)		(1,097.1	)
Other operating income and expenses, net		(251.5	)		(8.0	)		(255.8	)		(8.2	)		–			–						(507.3	)		(16.2	)
Profit from operations		24,633.1			787.8			12,998.7			415.7			(4,179.6	)		(133.7	)					33,452.2			1,069.8
Non-operating income (expense), net		660.1			21.1			(2,621.2	)		(83.8	)		(2,101.9	)		(67.2	)		5	(c)		(4,063.0	)		(129.9	)
Profit before income tax		25,293.2			808.9			10,377.5			331.9			(6,281.5	)		(200.9	)					29,389.2			939.9
Income tax expense		(4,311.1	)		(137.9	)		(1,366.0	)		(43.7	)		–			–						(5,677.1	)		(181.6	)
Profit		20,982.1			671.0			9,011.5			288.2			(6,281.5	)		(200.9	)					23,712.1			758.3
Profit attributable to non-controlling interests		(968.6	)		(31.0	)		–			–			–			–						(968.6	)		(31.0	)
Profit attributable to the parent company		20,013.5			640.0			9,011.5			288.2			(6,281.5	)		(200.9	)					22,743.5			727.3
Shares used in computing earnings per common share (in millions)
Basic		7,652.8			7,652.8			3,116.4			3,116.4									1			3,961.8			3,961.8
Diluted		8,250.1			8,250.1			3,150.1			3,150.1									1			3,961.8			3,961.8
Earnings per common share
Basic		2.62			0.08			2.89			0.09												5.74			0.18
Diluted		2.51			0.08			2.86			0.09									5	(j)		5.70			0.18

	Book Value		Fair Value Adjustments		Fair Value
	(in NT$ millions)
Current assets		44,914.8		–		44,914.8
Investments - non-current		7,028.9		–		7,028.9
Property, plant and equipment, net		66,331.5		11,365.7		77,697.2
Intangible assets		181.0		26,300.0		26,481.0
Goodwill		–		57,287.7		57,287.7
Other noncurrent assets		1,737.1		1,182.3		2,919.4
Short-term debts		2,665.6		–		2,665.6
Current portion of long-term debts		4,972.7		–		4,972.7
Long-term debts		24,044.8		–		24,044.8
Other liabilities		25,088.2		–		25,088.2
Total estimated purchase price consideration		63,422.0		96,135.7		159,557.7

	Principal from January 1, 2015 to September 30, 2016		Effective Interest Rate			Interest Expense for the Year Ended December 31, 2015 Pro Forma Statement of Operations		Interest Expense for the Nine Months Ended September 30, 2016 Pro Forma Statement of Operations
	(in NT$ million)
Long-term debts		93,000		1.82	%		1,690.9		1,268.2

Period	Total Number of SPIL Common Shares Purchased		Average Price Paid Per SPIL Common Share (in NT$)		Range of Price Paid Per SPIL Common Share (in NT$)
March 24, 2016-March 30, 2016		201,547,740		53.16		51.80-54.00
April 1, 2016-April 7, 2016		8,300,000		52.91		50.64-53.00
Total:		209,847,740		-		-

Period	Total Number of SPIL ADSs Purchased		Average Price Paid Per SPIL ADS (in US$)		Range of Price Paid Per SPIL ADS (in US$)
March 24, 2016-March 30, 2016		9,690,452		8.13		7.91-8.26
Total:		9,690,452		-		-


Items	Average Closing Price		Theoretical Price Range
				Prices in NT$
Latest 60 business days		49.18
Latest 90 business days		50.04		47.13 - 50.04
Latest 180 business days		47.13

Comparing to Peer Companies	Average Closing Prices in Latest 180 Business Days		Net Value per Share for the First Half of 2016		Price-Book Value Ratio
			Prices in NT$
ChipMOS		32.53		21.20		1.53
Chipbond		47.86		36.31		1.32
Powertech		66.98		44.48		1.51

Items	Descriptions
		Prices in NT$
Range of multipliers		1.32 - 1.53 times
Net value per SPIL Common Share for the first quarter of 2016		23.23
Theoretical price range		30.66 - 35.54

Comparing to Peer Companies	Average Closing Prices in Latest 180 Business Days		Earnings per Share in the Four Quarters Ended March 31, 2016		Price-Earnings Ratio
	Prices in NT$
ChipMOS		32.53		2.09		15.56
Chipbond		47.86		2.64		18.13
Powertech		66.98		5.37		12.47

Evaluation Method	Price Range per SPIL Common Share	Weight			Theoretical Price Range per SPIL Common Share
	Prices in NT$
Market price method	47.13 - 50.04		33.3	%
Price-book ratio method	30.66 - 35.54		33.3	%		36.28 - 43.57
Price-earnings ratio method	31.05 - 45.14		33.3	%

Evaluation Method	Price Range per SPIL Common Share	Adjusted Price Range per SPIL Common Share
	Prices in NT$
The weighted average of the results under the market price, price-to-book and the price to earnings methods	36.28 - 43.57	48.34 - 58.05

Name		Ownership Prior to the Share Exchange												Ownership After the Share Exchange
		Net Book Value						Earnings						Net Book Value						Earnings
		(in millions)						(in millions)						(in millions)						(in millions)
		NT$		US$		%		NT$		US$		%		NT$		US$		%		NT$		US$		%
	ASE		21,113.2		675.2		33.29		2,414.7		77.2		33.29		63,422.0		2,028.2		100.00		7,253.5		232.0		100.00

Description	Amount
Financing fees and expenses and other professional fees	[●]
Legal fees and expenses	[●]
Miscellaneous (including filing fees, printing fees, proxy solicitation fees and mailing costs)	[●]
Total	[●]

	Exchange Rate
	Average		High		Low		Period End
2011		29.42		30.67		28.50		30.27
2012		29.47		30.28		28.96		29.05
2013		29.73		30.20		28.93		29.83
2014		30.38		31.80		29.85		31.60
2015		31.80		33.17		30.37		32.79
2016		32.22		33.74		31.05		32.40
June		32.30		32.62		31.99		32.22
July		32.10		32.36		31.82		31.82
August		31.54		31.80		31.05		31.74
September		31.46		31.77		31.18		31.27
October		31.59		31.79		31.36		31.54
November		31.75		32.01		31.41		31.92
December (through December 30, 2016)		32.00		32.42		31.72		32.40

	Closing Price per ASE Common Share (in NT$)
	High		Low
2011		37.60		24.00
2012		31.10		20.15
2013		30.65		23.60
2014		41.00		26.80
First quarter		33.80		26.80
Second quarter		39.00		32.90
Third quarter		41.00		35.40
Fourth quarter		39.10		34.40
2015		47.75		30.00
First quarter		47.75		36.65
Second quarter		46.65		39.70
Third quarter		42.10		30.00
Fourth quarter		39.00		33.40
2016		39.60		28.65
First quarter		38.30		33.75
Second quarter		36.95		28.65
Third quarter		39.60		34.60
July		38.00		34.60
August		39.60		37.15
September		38.85		36.40
Fourth quarter		38.80		32.20
October		38.80		37.10
November		37.05		33.35
December		34.55		32.20
2017
January (through January 5, 2017)		33.25		32.80

	Closing Price per ASE ADS (in US$)
	High		Low
2011		6.55		4.04
2012		5.27		3.54
2013		5.35		3.91
2014		6.87		4.45
First quarter		5.55		4.45
Second quarter		6.65		5.43
Third quarter		6.87		5.87
Fourth quarter		6.39		5.80
2015		7.89		4.69
First quarter		7.89		5.96
Second quarter		7.51		6.39
Third quarter		6.67		4.69
Fourth quarter		6.12		5.18
2016		6.24		4.41
First quarter		5.87		4.95
Second quarter		5.78		4.41

Third quarter	6.21	5.35
July	5.82	5.35
August	6.21	5.90
September	6.14	5.72
Fourth quarter	6.12	4.92
October	6.12	5.80
November	5.83	5.12
December	5.43	4.92
2017
January (through January 5, 2017)	5.23	5.09

	Closing Price per SPIL Common Share (in NT$)
	High		Low
2011		41.25		23.45
2012		36.50		26.80
2013		39.00		30.20
2014		55.30		35.40
First quarter		41.85		35.40
Second quarter		50.80		41.20
Third quarter		55.30		41.00
Fourth quarter		48.65		39.05
2015		56.20		33.10
First quarter		56.20		47.20
Second quarter		52.40		45.00
Third quarter		47.45		33.10
Fourth quarter		52.40		39.65
2016		53.40		43.30
First quarter		52.70		48.35
Second quarter		53.40		43.30
Third quarter		48.55		46.30
July		48.55		47.85
August		48.20		47.35
September		48.00		46.30
Fourth quarter		48.60		46.00
October		47.75		47.10
November		48.60		46.00
December		48.25		46.65
2017
January (through January 5, 2017)		47.90		47.50

	Closing Price per SPIL ADS (in US$)
	High		Low
2011		7.15		3.93
2012		6.04		4.52
2013		6.50		5.06
2014		8.88		5.62
First quarter		6.89		5.62
Second quarter		8.44		6.78
Third quarter		8.88		6.65
Fourth quarter		7.69		6.41
2015		9.09		5.06
First quarter		9.09		7.46
Second quarter		8.49		7.30
Third quarter		7.55		5.06
Fourth quarter		8.05		6.16
2016		8.27		6.62
First quarter		8.21		7.16
Second quarter		8.27		6.62
Third quarter		7.68		7.19

	Cash Dividends per ASE Common Share			Stock Dividends per Common Share(1)		Total ASE Common Shares Issued as Stock Dividends		Outstanding ASE Common Shares on Record Date(2)		Percentage of Outstanding ASE Common Shares Represented by Stock Dividends
	NT$			NT$
2013		1.05			—		—		7,611,579,786		—
2014		1.29	(3)		—		—		7,847,817,646		—
2015		2.00			—		—		7,900,130,996		—

	Cash Dividends Per SPIL Common Share			Stock Dividends per SPIL Common Share (1)		Total SPIL Common Shares Issued as Stock Dividends(2)		Outstanding SPIL Common Shares at Year End
	NT$			NT$
2013		1.67	(3)		—		—		3,116,361,139
2014		1.80			—		—		3,116,361,139
2015		3.00			—		—		3,116,361,139

Service	Fees
· Issuance of HoldCo ADSs (e.g. an issuance upon a deposit of shares, upon a change in HoldCo ADS(s)-to-shares(s) ratio, or for any other reason), excluding issuances as a result of distributions of shares	Up to U.S. 5¢ per HoldCo ADS issued

· Cancellation of HoldCo ADSs (e.g. a cancellation of HoldCo ADSs for delivery of deposited shares, upon a change in the HoldCo ADS(s)-to-share(s) ratio, or for any other reason)	Up to U.S. 5¢ per HoldCo ADS canceled

· Distribution of cash dividends or other cash distributions (e.g. upon a sale of rights and other entitlements)	Up to U.S. 5¢ per HoldCo ADS held

· Distribution of HoldCo ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) an exercise of rights to purchase additional HoldCo ADSs	Up to U.S. 5¢ per HoldCo ADS held

· Distribution of securities other than HoldCo ADSs or rights to purchase additional HoldCo ADSs (e.g., spin-off shares)	Up to U.S. 5¢ per HoldCo ADS held

· HoldCo ADS Services	Up to U.S. 5¢ per HoldCo ADS held on the applicable record date(s) established by the HoldCo Depositary

ASE SEC Filings (File No. 001-16125)	Period or File Date

Annual Report on Form 20-F	Year ended December 31, 2015, filed on April 29, 2016

Current Report on Form 6-K	Furnished on November 22, 2016 (Exhibit 99.1 only)

SPIL SEC Filings (File No. 000-30702)	Period or File Date

Annual Report on Form 20-F	Year ended December 31, 2015, filed on April 25, 2016

Current Report on Form 6-K	Furnished on November 22, 2016 (Exhibit 99.1 only)

ADVANCED SEMICONDUCTOR ENGINEERING, INC.


By:	/s/ Jason C.S. Chang
	Name:	Jason C.S. Chang
	Title:	Chairman and Chief Executive Officer

Signature	Title
/s/ Jason C.S. Chang	Director, Chairman of the Board of Directors and Chief Executive Officer
Jason C.S. Chang	(principal executive officer)

*	Director, Vice Chairman of the Board of Directors and President
Richard H.P. Chang

*	Director and General Manager of China Region
Rutherford Chang

*	Director and Chief Operating Officer
Tien Wu

/s/ Joseph Tung	Director and Chief Financial Officer
Joseph Tung	(principal financial officer)

*	Director and General Manager , Kaohsiung Packaging Facility
Raymond Lo

*	Director and General Manager of ASE Chung Li Branch
Tien-Szu Chen

*	Director and General Manager of Corporate Affairs and Strategy of China Region
Jeffrey Chen

*	Independent Director
Shen-Fu Yu

*	Independent Director
Ta-Lin Hsu

*	Independent Director
Mei-Yueh Ho

*	Controller and Vice President
Murphy Kuo	(principal accounting officer)

National Corporate Research, Ltd.


By:	/s/ Colleen A. DeVries
	Name:	Colleen A. DeVries
	Title:	Senior Vice-President