Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
|
ADVANCED SEMICONDUCTOR
ENGINEERING, INC.
|
|
|
|
|
|
|
|
|
|
Date: August 15, 2017
|
By:
|
/s/
Joseph Tung
|
|
|
Name:
|
Joseph Tung
|
|
|
Title:
|
Chief Financial Officer
|
|
Minutes
Of
2017
Annual Shareholders' Meeting
Of
Advanced
Semiconductor Engineering, Inc.
(Translation)
|
1
、
|
Time
: 10:00AM, Wednesday, June 28, 2017
|
|
2
、
|
Venue
: Zhuang Jing Auditorium, 600 Jiachang Rd., Nantz Processing Export Zone, Nantz District,
Kaohsiung City
|
|
3
、
|
Attendee
:
|
(1)
Representative of Juristic-person Director, ASE Enterprises Ltd. : Tien Wu, Joseph
Tung, Raymond Lo and Jeffrey Chen
|
(2)
Independent Directors : Mei-Yueh Ho
(3)
Lawyer : Alex Chiang and T.C. Chang ; CPA : Jane Chen
(4)
Total shares represented by shareholders and proxy present 6,961,641,456 shares(including exercised by way of electronic transmission
4,350,368,268 shares) is 85.79% of total outstanding shares of ASE 8,114,595,090 shares (excluding the shareholders who had no
voting right stipulated in Company Law)
|
4
、
|
Chairperson's
Remarks : (To be omitted)
|
(1)
ASE 2016 Business Report (See Attachment 1)
(2)
Report by Audit Committee on review of the 2016 Financial Statements. (See Attachment 2)
(3)
Report of ASE's aggregate amount of endorsements, guarantees, and loans extended to others as of December 31, 2016.
(4)
Report on the 2016 distribution of employees' compensation and remuneration to directors.
(5)
Report on the BOD's implementation of the privately placed foreign convertible corporate bonds passed in the 2016 shareholders'
general meeting.
(6)
Report on the Company's unsecured corporate bonds issued domestically.
|
6、
|
Matters
for Ratification
|
Case
1 (proposed by the Board of Directors)
Proposal:
|
Ratification
of ASE's 2016 business report and final financial statements. Please ratify.
|
Explanation:
|
1、The
Company's 2016 financial statements have been audited and certified by Deloitte & Touche.
2、Please
ratify the 2016 Business Report (see Attachment 1) and Financial Statements (see Attachment 3).
|
|
|
Resolution:
|
Voting
results: Ratify 5,941,239,858 shares (including exercised by way of electronic transmission 3,332,266,960 shares); Oppose
220,855 shares (including exercised by way of electronic transmission 220,855 shares); Abstain from voting 1,020,045,421 shares
(including exercised by way of electronic transmission 1,017,880,453 shares). Resolved, that the above proposal
be and hereby was approved as proposed.
|
Case
2 (proposed by the Board of Directors)
Proposal:
|
Please
ratify ASE's 2016 proposal for earnings distribution.
|
Explanation:1.
|
The
Board of Directors has drafted ASE's 2016 proposal for surplus distribution as shown
in the table below in accordance with ASE's Articles of Incorporation for your ratification.
|
Advanced
Semiconductor Engineering, Inc.
2016
earnings distribution proposal
|
Unit: NT$
|
Item
|
Amount
|
Earnings
carried over from the previous year
|
25,756,319,964
|
Subtract:
Retained earnings adjusted retroactively in accordance with IFRS.
|
281,357,000
|
Subtract:
Retained earnings adjustments recognized under Equity Method.
|
5,884,153
|
Subtract:
Actuarial losses allocated to retained earnings
|
402,184,136
|
Add:
Current year gross profit
|
21,680,339,074
|
Subtract:
Provision for 10% statutory surplus reserve
|
2,168,033,907
|
Current
year earnings to be distributed
|
44,579,199,842
|
Items
for distribution:
|
|
Dividends
(Note 1)
|
11,415,197,564
|
Current
year retained earnings
|
33,164,002,278
|
|
|
Chairman: Jason C.S.
|
Chang Manager: Richard H.P. Chang
|
Accountant Manager: Hong-Ming Kuo
|
Note 1:
|
A total
of NT$11,415,197,564 is distributed as dividends, i.e. NT$1.4 per share, all of which will be distributed in cash. The above
distribution of
|
|
dividends to shareholders
and the cash distribution rates are calculated based on the number (8,153,712,546) of shares recorded in the Register of Shareholders
as of March 28, 2017 after treasury stocks that were already bought back by ASE were subtracted. If at a later date ASE's
ECB holders exercise the right of conversion, or new shares are issued to employees against Employee Stock Option warrants,
or new shares are issued by ASE for cash increase, or there is a buyback of ASE's stock, or transfer or cancellation of ASE's
treasury stocks, such event affecting the cash distribution rate of the shareholders' bonus, and thus requiring adjustment
of distribution of dividends, the management will request that the Shareholders' Meeting authorize the Chairman to handle
the situation in his discretion and make adjustments accordingly.
|
Note 2:
|
In response
to the introduction of an integrated income tax system, earnings of the most recent year will be distributed at this time.
|
|
2.
|
Basis
date for dividend distribution: The board is authorized to set the date after it is passed
at the Shareholder's Meeting.
|
Resolution:
|
Voting
results: Ratify 5,970,263,208 shares (including exercised by way of electronic transmission
3,361,149,392 shares); Oppose 537,429 shares (including exercised by way of electronic
transmission 537,429 shares); Abstain from voting 990,837,932 shares (including exercised
by way of electronic transmission 988,681,447 shares). Resolved, that the above proposal
be and hereby was approved as proposed.
|
|
7、
|
Matters
for Discussion
|
Case
1 (proposed by the Board of Directors)
Proposal:
|
Please
discuss the revised version of the Procedure for Regulations Governing the Acquisition or Disposal of Assets.
|
Explanation:
|
1.
In response to the amendment of the Criteria for Handling Acquisition and Disposal of Assets by Public
Companies released by the Financial Supervisory Commission on February 9, 2017, the Company's board
of directors approved the amendment of part of the Company's Regulations Governing the Acquisition
or Disposal of Assets by a resolution on March 30, 2017.
2.
Your approval of the comparison of Revised Articles of the Regulations Governing the Acquisition or Disposal of Assets
before and after revisions as shown in attachment 4 is requested.
|
Resolution:
|
Voting
results: Ratify 5,965,592,570 shares (including exercised by way of electronic transmission 3,356,619,672 shares); Oppose
407,378 shares (including exercised by way of electronic transmission 266,460 shares); Abstain from voting 995,641,508 shares
(including exercised by way of electronic transmission 993,482,136 shares). Resolved, that the above proposal be
and hereby was approved as proposed.
|
|
8、
|
Other
Proposals and Extempore Motions:None.
|
|
9、
|
Meeting
Ends :Wednesday, June 28, 2017 at 10:33 a.m.
|
Attachment 1
Advanced
Semiconductor Engineering, Inc.
Business
Report
The
first half of 2016 remained weak as expected, with developed economies possessing inadequate momentum for recovery. As a result
growth of emerging markets had slowed significantly. Fortunately the second half of the year showed positive signs and outlook
appeared to be more positive. The semiconductor industry attained double-digit growth rate during the third quarter in large part
because of consumption of its inventory. It looks set to have finally emerged from doldrums. According to statistics by Gartner
1
,
sales for the semiconductor industry in 2016 were USD 339.7 billion, a growth of 1.5% over 2015. Gartner also projected global
semiconductor sales in 2017 at USD 364.1 billion, a growth of 7.2% over 2016.
According
to the report of the IEK ITIS Project, the IC packaging and testing industry in Taiwan produced output of NT$ 463.8 billion in
2016, a growth of about 5.1% from 2015. Output of the packaging industry amounted to NT$ 323.8 billion, a growth of 4.5% from
2015. Output of the testing industry amounted to NT$140.0 billion, a growth of 6.5% compared to 2015. The following is our report
on the Company's operation for the past year:
"2016
Operating Results"
|
1.
|
Implementation
of the 2016 business plan
|
ASE's
consolidated revenue for 2016 totaled NT$ 274.9 billion, a decrease of about NT$8.4 billion, or a decline of about 3% from 2015.
With respect to the company's semiconductor packaging and testing operations. Consolidated operating revenue for 2016 was NT$173.9
billion (including inter-division revenue of NT$14.4 billion). This was a increase of about NT$11.5 billion over that in 2015
(growth of about 7%). The main reasons for the increase are increasing trend of outsourcing of semiconductor packaging services
and improvement in the company's productivity. Furthermore with respect to the Group's OEM services, consolidated revenue for
2016 was NT$163.1 billion (including inter-division revenue of NT$47.7 billion). This was a decline of about NT$33.6 billion,
or 17.1%. Nevertheless, gross profit margin for electronics OEM services grew from 7.5% in 2015 to 9.8% in 2016.
ASE
did not release any financial forecast in 2016.
|
3.
|
Analysis
of financial gains and losses and profitability
|
The
company's 2016 consolidated financial statements show that its paid-up capital was NT$79.6 billion, while total owner's equity
amounted to NT$157.4 billion, constituting 44% of total assets (NT$357.9 billion); Long-term funds to fixed assets was 169% while
current ratio was 136.7%. As such the company's financial ratios for the current year were comparable to those for the previous
year. Gross profit margin of the Group at 19.4% was better than that in 2015 (17.7%). Net operating profit was NT$26.7 billion,
an increase of NT$1.8 billion in 2015, showing a growth of about 7.2%. Net profit attributed to the company's owner was NT$21.7
billion, an increase of NT$2.5 billion in the previous year, or a growth of about 13%. Earnings before Interest, Taxes, Depreciation,
and Amortization (EBITDA) as shown in the consolidated financial statements rose about 4.3% over those in 2015. As such the company's
profitability in 2016 was better than that in 2015.
With
the proliferation of PC and mobile devices, system-on-chip has entered a phase of maturity in line with Moore's Law which has
been the driving force for efficiency in global micro-electronics and semiconductor industries. As the effect of Internet-of-Things
(IoT) becomes ubiquitous in algorithms, the industry chain has been sparing no effort in moving towards higher value systems.
This has in turn highlighted the importance of system innovation and integration for heterogeneous chips. As a result strengthening
of functional integration and 'micronization' technology are being developed in tandem in order to create smart, networked environment
and devices that are more effective, thereby enabling users to enjoy smarter, more convenient lifestyle. Key technological platforms
being built by the company on a sustained basis are as follows: Packaging/module of advance systems and packaging of flip-chip
bumps/brazing wire and mid- to low-pin counts etc., with key products and technologies successfully developed in 2016 being classified
as follows: (1) Flip-chip packaging: Verification of 10nm copper production technology process, flip-chip packaging applications
for 14/16nm copper production process/ultra-low dielectric chip, double-side packaging glue protection technology; (2) Wire-bond
assembly: Ball-grid array packaging for silver-alloy wires and composite flip-chip, applications for embedded PCB, copper/gold
brazing wire for ultra-fine pitch and stubs technology, with verification of applications extended to 20/28nm technology. (3)
wafer assembly: Advanced fan-out wafer-level packaging (FOWLP) aWLP-11 (InFO-like structure), introduction of new 2.5 through
silicon via (TSV) and stacking products, packaging of micro-mechanical and electrical exposed die and balling, integrated packaging
of passive components such as TSV glass base board/stacked brazing wires, fine pitch tin-silver/copper pillar electroplated wafer
bumping and 15-micron TSV filling technology. (4) Advanced packaging and module: High-density SiP packaging 4G communication module,
compartmental shielding technology, selective sectional packaging and gluing technology and double-sided sectional packaging and
gluing technology.
"Overview
of 2017 Business Plan"
(1)
Providing customers with "best-quality" services; (2) creating long-term and steady profits for the company and customers;
(3) working together with partners for a promising future; (4) training employees to become outstanding professionals in their
respective fields; (5) treating all employees "fairly and reasonably"; (6) providing employees with a "harmonious,
pleasant, and open" workplace; and (7) remaining flexible wherever possible during operation.
|
2.
|
Projected
sales volume and basis
|
In
the light of current industry dynamics, future market demand and ASE's production capacity, the projected sales volume for 2017
is as follows:
Item
|
Projected
Sales
|
Packaging
|
Approx.
18.5 billion
|
Testing
|
Approx.
2.3 billion
|
|
3.
|
Important
production and sales policies
|
Looking
back on 2016, the growth rate for the company's packaging and testing revenue is 3.9%, about 2 times that of the semiconductor
industry. The main reasons for such growth are as follows: In addition to increasing trend of outsourcing packaging services and
growth in the company's productivity, the company's R&D efforts in flip-chip packaging, wafer bumping and wafers are also
important reasons for growth. We believe that they will experience high growth in 2017. At the same time the company will continue
to expand into technologies such as FOWLP, copper pillar bps packaging and embedded PCB etc. while also expanding its production
capacity for panel-level FOWLP such as to shift advanced packaging technology from wafer-level to panel-level. The trend for low
and high efficiency as well as high level of integration is an unchanged principle. We believe that the market will continue to
improve in 2017. As such the company will devote greater attention to overall profitability and invest more funds into technology
R&D and improvements. Furthermore, system in package (SiP) remains to be a major issue deserving our attention. The company
will continue to provide diversified options for SiP products, markets and customers. It is only through sustained R&D and
innovation can the company obtains first-mover advantage in a competitive market.
Future
Development Strategy
In
the long term, the main driving forces for global semiconductor industry are population, lifestyle and new efficiency. Although
Taiwan's GDP constitutes only 0.7% of global GDP, it has captured as much as 56.6% of total packaging and testing market and Taiwan's
semiconductor industry makes up 22% of the global industry. It is therefore obvious that Taiwan's semiconductor industry has obtained
the trust of global partners. The industry has also created new values as well as new business model. The company continues to
focus on technological innovation, and increase its investments in R&D and capital expenses. It aims to create sufficient
room for profit growth through enhancing innovation and overall economic scale in order for it to continue to grow. The greatest
consideration for the company's merger with
Siliconware Precision Industries was “innovation”.
In addition, purposeful division of labor allows each of us to devote our efforts to our specialization, thus improving overall
efficiency. The semiconductor industry is a globally-competitive industry. Therefore it is imperative to achieve virtuous cycle
for the industry is to consolidate resources to increase efficiency as well as reduce cost before giving back the benefits to
customers, while also reducing repetitive investments such that greater resources can be directed to development and innovative
R&D, with customers receiving better technology and services as a result.
Impact
of Competitive, Regulatory and Operating Environments
For
2017 the majority of research and forecasting institutions hold a cautious outlook. America's political direction after its presidential
election will no doubt be a key factor for global economic growth. If the U.S. is able to successfully reinvigorate its domestic
demand, other nations will surely also benefit as a result. In the case of China it is expected that its government will continue
to implement overall adjustment and control policies. As a result China's economic structure should move towards set targets.
However a trend of low growth looks inevitable. Apart from the above, the global economy looks to face uncertainties such as interest
rate increase by the U.S., risk of debt default by emerging markets and emergence of trade protectionism etc. Changes in Taiwan's
laws and regulations to improvement in labor conditions
and
emergence of greater awareness for environmental protection have caused the company to spend greater effort in achieving a balance
between business performance and an enterprise with no social burden. The coming years appear to remain challenging. Despite this
the company will continue to renew itself to keep up with the times.
Chairman: Jason C.S. Chang
|
President: Richard H.P. Chang
|
Accounting Manager: Hong-Ming Kuo
|
1.
Source: Forecast Analysis: Electronics and Semiconductors, Worldwide, 4Q16 Update, Published: 13 January 2017, Analyst(s): Ganesh
Ramamoorthy, Jon Erensen, Andrew Norwood, Adriana Blanco, Amy Teng, Ben Lee, Joseph Unsworth, Masatsune Yamaji
The
Gartner Report(s) described herein, (the "Gartner Report(s)") represent(s) data, research opinion or viewpoints published,
as part of a syndicated subscription service, by Gartner, Inc. ("Gartner"), and are not representations of fact. Each
Gartner Report speaks as of its original publication date (and not as of the date of this Annual Report) and the opinions expressed
in the Gartner Report(s) are subject to change without notice.
Attachment
2
Audit
Committee Report
The
Board of Directors has prepared and submitted the 2016 business report, financial statements, and earnings distribution proposal,
of which the financial statements have been audited by Deloitte. These have been reviewed by the Audit Committee as correctly
portraying ASE's business activities. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the
Company Act, this report is submitted for shareholder's examination.
Advanced
Semiconductor Engineering, Inc.
Audit
Committee convener : Shen-Fu You
March
30, 2017
Attachment
3
|
Advanced Semiconductor
Engineering, Inc. and Subsidiaries
|
|
|
|
|
|
Consolidated Financial Statements as of December
31, 2015 and 2016 and for the Years Ended December 31, 2014, 2015 and 2016 and
|
|
|
Reports of Independent Registered Public
|
|
|
Accounting Firms
|
|
ADVANCED
SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
(Amounts
in Thousands)
|
|
December
31,
|
|
|
|
|
|
|
2015
|
|
December
31,
|
ASSETS
|
|
(Adjusted)
|
|
2016
|
|
|
NT$
|
|
NT$
|
|
US$
|
CURRENT ASSETS
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
55,251,181
|
|
|
$
|
38,392,524
|
|
|
$
|
1,184,954
|
|
Financial assets
at fair value through profit or loss -
|
|
|
|
|
|
|
|
|
|
|
|
|
current
|
|
|
3,833,701
|
|
|
|
3,069,812
|
|
|
|
94,747
|
|
Available-for-sale
financial assets - current
|
|
|
30,344
|
|
|
|
266,696
|
|
|
|
8,231
|
|
Trade receivables,
net
|
|
|
44,931,487
|
|
|
|
51,145,557
|
|
|
|
1,578,567
|
|
Other receivables
|
|
|
429,541
|
|
|
|
665,480
|
|
|
|
20,540
|
|
Current tax assets
|
|
|
168,717
|
|
|
|
471,752
|
|
|
|
14,560
|
|
Inventories
|
|
|
23,258,279
|
|
|
|
21,438,062
|
|
|
|
661,669
|
|
Inventories related
to real estate business
|
|
|
25,713,538
|
|
|
|
24,187,515
|
|
|
|
746,528
|
|
Other financial
assets - current
|
|
|
301,999
|
|
|
|
558,686
|
|
|
|
17,243
|
|
Other
current assets
|
|
|
2,814,053
|
|
|
|
2,593,575
|
|
|
|
80,049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
156,732,840
|
|
|
|
142,789,659
|
|
|
|
4,407,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale
financial assets - non-current
|
|
|
924,362
|
|
|
|
1,028,338
|
|
|
|
31,739
|
|
Investments accounted
for using the equity
|
|
|
|
|
|
|
|
|
|
|
|
|
method
|
|
|
37,122,244
|
|
|
|
49,832,993
|
|
|
|
1,538,055
|
|
Property, plant
and equipment
|
|
|
149,997,075
|
|
|
|
143,880,241
|
|
|
|
4,440,748
|
|
Goodwill
|
|
|
10,506,519
|
|
|
|
10,558,878
|
|
|
|
325,891
|
|
Other intangible
assets
|
|
|
1,382,093
|
|
|
|
1,560,989
|
|
|
|
48,179
|
|
Deferred tax assets
|
|
|
5,156,515
|
|
|
|
4,536,924
|
|
|
|
140,029
|
|
Other financial
assets - non-current
|
|
|
345,672
|
|
|
|
1,320,381
|
|
|
|
40,753
|
|
Long-term prepayments
for lease
|
|
|
2,556,156
|
|
|
|
2,237,033
|
|
|
|
69,044
|
|
Other
non-current assets
|
|
|
263,416
|
|
|
|
205,740
|
|
|
|
6,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
non-current assets
|
|
|
208,254,052
|
|
|
|
215,161,517
|
|
|
|
6,640,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
364,986,892
|
|
|
$
|
357,951,176
|
|
|
$
|
11,047,876
|
|
(Continued)
ADVANCED
SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
(Amounts
in Thousands)
|
|
December
31,
|
|
|
|
|
|
|
2015
|
|
December 31,
|
LIABILITIES AND
EQUITY
|
|
(Adjusted)
|
|
2016
|
|
|
NT$
|
|
NT$
|
|
US$
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
Short-term
borrowings
|
|
$
|
32,635,321
|
|
|
$
|
20,955,522
|
|
|
$
|
646,775
|
|
Short-term bills
payable
|
|
|
4,348,054
|
|
|
|
—
|
|
|
|
—
|
|
Financial liabilities
at fair value through profit or
|
|
|
|
|
|
|
|
|
|
|
|
|
loss - current
|
|
|
3,005,726
|
|
|
|
1,763,660
|
|
|
|
54,434
|
|
Trade payables
|
|
|
34,138,564
|
|
|
|
35,803,984
|
|
|
|
1,105,061
|
|
Other payables
|
|
|
19,194,818
|
|
|
|
21,522,034
|
|
|
|
664,260
|
|
Current tax liabilities
|
|
|
6,746,022
|
|
|
|
6,846,350
|
|
|
|
211,307
|
|
Advance real
estate receipts
|
|
|
2,703,706
|
|
|
|
60,550
|
|
|
|
1,869
|
|
Current portion
of bonds payable
|
|
|
14,685,866
|
|
|
|
9,658,346
|
|
|
|
298,097
|
|
Current portion
of long-term borrowings
|
|
|
2,057,465
|
|
|
|
6,567,565
|
|
|
|
202,703
|
|
Other
current liabilities
|
|
|
3,180,767
|
|
|
|
3,791,563
|
|
|
|
117,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
122,696,309
|
|
|
|
106,969,574
|
|
|
|
3,301,530
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds payable
|
|
|
23,740,384
|
|
|
|
27,341,557
|
|
|
|
843,875
|
|
Long-term borrowings
|
|
|
42,493,668
|
|
|
|
46,547,998
|
|
|
|
1,436,667
|
|
Deferred tax
liabilities
|
|
|
4,987,549
|
|
|
|
4,856,549
|
|
|
|
149,893
|
|
Net defined benefit
liabilities
|
|
|
4,072,493
|
|
|
|
4,172,253
|
|
|
|
128,773
|
|
Other
non-current liabilities
|
|
|
1,071,509
|
|
|
|
1,201,480
|
|
|
|
37,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
non-current liabilities
|
|
|
76,365,603
|
|
|
|
84,119,837
|
|
|
|
2,596,291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
199,061,912
|
|
|
|
191,089,411
|
|
|
|
5,897,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY ATTRIBUTABLE TO OWNERS OF THE
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPANY
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
79,185,660
|
|
|
|
79,568,040
|
|
|
|
2,455,804
|
|
Capital
surplus
|
|
|
23,758,550
|
|
|
|
22,266,500
|
|
|
|
687,238
|
|
Retained earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal reserve
|
|
|
12,649,145
|
|
|
|
14,597,032
|
|
|
|
450,526
|
|
Special reserve
|
|
|
3,353,938
|
|
|
|
3,353,938
|
|
|
|
103,517
|
|
Unappropriated
earnings
|
|
|
37,696,865
|
|
|
|
44,225,737
|
|
|
|
1,364,992
|
|
Total
retained earnings
|
|
|
53,699,948
|
|
|
|
62,176,707
|
|
|
|
1,919,035
|
|
Other
equity
|
|
|
5,080,790
|
|
|
|
(1,840,937
|
)
|
|
|
(56,819
|
)
|
Treasury shares
|
|
|
(7,292,513
|
)
|
|
|
(7,292,513
|
)
|
|
|
(225,078
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
attributable to owners of the Company
|
|
|
154,432,435
|
|
|
|
154,877,797
|
|
|
|
4,780,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CONTROLLING
INTERESTS
|
|
|
11,492,545
|
|
|
|
11,983,968
|
|
|
|
369,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
equity
|
|
|
165,924,980
|
|
|
|
166,861,765
|
|
|
|
5,150,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
364,986,892
|
|
|
$
|
357,951,176
|
|
|
$
|
11,047,876
|
|
The accompanying notes are an integral
part of the consolidated financial statements.
|
(Concluded)
|
|
|
|
ADVANCED
SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
(Amounts
in Thousands Except Earnings Per Share)
|
|
For
the Years Ended December 31
|
|
|
|
|
2015
|
|
|
|
|
|
|
2014
|
|
(Adjusted)
|
|
2016
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
US$
|
OPERATING REVENUES
|
|
$
|
256,591,447
|
|
|
$
|
283,302,536
|
|
|
$
|
274,884,107
|
|
|
$
|
8,484,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING COSTS
|
|
|
203,002,918
|
|
|
|
233,167,308
|
|
|
|
221,689,888
|
|
|
|
6,842,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
53,588,529
|
|
|
|
50,135,228
|
|
|
|
53,194,219
|
|
|
|
1,641,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing
expenses
|
|
|
3,438,166
|
|
|
|
3,588,472
|
|
|
|
3,432,487
|
|
|
|
105,941
|
|
General and administrative
expenses
|
|
|
10,214,810
|
|
|
|
10,724,568
|
|
|
|
11,662,082
|
|
|
|
359,941
|
|
Research
and development expenses
|
|
|
10,289,684
|
|
|
|
10,937,566
|
|
|
|
11,391,147
|
|
|
|
351,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
23,942,660
|
|
|
|
25,250,606
|
|
|
|
26,485,716
|
|
|
|
817,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER OPERATING INCOME AND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES,
NET
|
|
|
228,615
|
|
|
|
(251,529
|
)
|
|
|
(800,280
|
)
|
|
|
(24,700
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROFIT FROM OPERATIONS
|
|
|
29,874,484
|
|
|
|
24,633,093
|
|
|
|
25,908,223
|
|
|
|
799,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-OPERATING INCOME AND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
529,251
|
|
|
|
815,778
|
|
|
|
589,236
|
|
|
|
18,186
|
|
Other gains and
losses
|
|
|
607,299
|
|
|
|
1,748,795
|
|
|
|
2,276,544
|
|
|
|
70,264
|
|
Finance costs
|
|
|
(2,354,097
|
)
|
|
|
(2,312,143
|
)
|
|
|
(2,261,075
|
)
|
|
|
(69,786
|
)
|
Share of the profit or loss of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
associates
and joint ventures
|
|
|
(121,882
|
)
|
|
|
126,265
|
|
|
|
1,512,213
|
|
|
|
46,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-operating
income and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses
|
|
|
(1,339,429
|
)
|
|
|
378,695
|
|
|
|
2,116,918
|
|
|
|
65,337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE INCOME TAX
|
|
|
28,535,055
|
|
|
|
25,011,788
|
|
|
|
28,025,141
|
|
|
|
864,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME TAX EXPENSE
|
|
|
5,665,954
|
|
|
|
4,311,073
|
|
|
|
5,390,844
|
|
|
|
166,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROFIT FOR THE
YEAR
|
|
|
22,869,101
|
|
|
|
20,700,715
|
|
|
|
22,634,297
|
|
|
|
698,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that will
not be reclassified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subsequently to
profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement of
defined benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
obligation
|
|
|
(28,145
|
)
|
|
|
(62,911
|
)
|
|
|
(417,181
|
)
|
|
|
(12,876
|
)
|
Share of other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of associates and
joint ventures
|
|
|
(1,031
|
)
|
|
|
(37,748
|
)
|
|
|
(49,794
|
)
|
|
|
(1,537
|
)
|
(Continued)
ADVANCED
SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
(Amounts
in Thousands Except Earnings Per Share)
|
|
|
|
|
|
|
|
For
the Years Ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
|
|
(Adjusted)
|
|
|
|
|
2016
|
|
|
Income
tax relating to items that will
|
|
|
NT$
|
|
|
|
|
NT$
|
|
|
|
|
NT$
|
|
|
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
not be reclassified
subsequently
|
|
$
|
23,885
|
)
|
|
|
$
|
11,002
|
)
|
|
|
$
|
73,637
|
)
|
|
|
$
|
2,273
|
)
|
|
|
|
|
(5,291
|
|
|
|
(89,657
|
|
|
|
(393,338
|
|
|
|
(12,140
|
|
Items that may be reclassified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subsequently to
profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences
on translating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
foreign operations
|
|
|
5,405,008
|
|
|
|
|
(63,509
|
)
|
|
|
|
(6,445,643
|
)
|
|
|
|
(198,940
|
)
|
|
Unrealized gain
(loss) on available-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for-sale financial
assets
|
|
|
(133,714
|
)
|
|
|
|
10,451
|
|
|
|
|
(248,599
|
)
|
|
|
|
(7,673
|
)
|
|
Cash flow hedges
|
|
|
3,279
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Share of other
comprehensive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income (loss) of
associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and joint ventures
|
|
|
235,156
|
|
|
|
|
(4,832
|
)
|
|
|
|
(871,679
|
)
|
|
|
|
(26,904
|
)
|
|
|
|
|
5,509,729
|
|
|
|
|
(57,890
|
)
|
|
|
|
(7,565,921
|
)
|
|
|
|
(233,517
|
)
|
|
Other comprehensive
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for the year, net
of income tax
|
|
|
5,504,438
|
|
|
|
|
(147,547
|
)
|
|
|
|
(7,959,259
|
)
|
|
|
|
(245,657
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR THE YEAR
|
|
$
|
28,373,539
|
|
|
|
$
|
20,553,168
|
|
|
|
$
|
14,675,038
|
|
|
|
$
|
452,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROFIT FOR THE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATTRIBUTABLE TO:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the
Company
|
|
$
|
22,228,602
|
|
|
|
$
|
19,732,148
|
|
|
|
$
|
21,361,606
|
|
|
|
$
|
659,309
|
|
|
Non-controlling
interests
|
|
|
640,499
|
|
|
|
|
968,567
|
|
|
|
|
1,272,691
|
|
|
|
|
39,281
|
|
|
|
|
$
|
22,869,101
|
|
|
|
$
|
20,700,715
|
|
|
|
$
|
22,634,297
|
|
|
|
$
|
698,590
|
|
|
TOTAL COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR THE YEAR ATTRIBUTABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TO:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the
Company
|
|
$
|
27,394,362
|
|
|
|
$
|
19,659,081
|
|
|
|
$
|
13,994,159
|
|
|
|
$
|
431,917
|
|
|
Non-controlling
interests
|
|
|
979,177
|
|
|
|
|
894,087
|
|
|
|
|
680,879
|
|
|
|
|
21,015
|
|
|
|
|
$
|
28,373,539
|
|
|
|
$
|
20,553,168
|
|
|
|
$
|
14,675,038
|
|
|
|
$
|
452,932
|
|
|
EARNINGS PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
2.89
|
|
|
|
$
|
2.58
|
|
|
|
$
|
2.79
|
|
|
|
$
|
0.09
|
|
|
Diluted
|
|
$
|
2.79
|
|
|
|
$
|
2.48
|
|
|
|
$
|
2.33
|
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER AMERICAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEPOSITARY SHARE
(“ADS”)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
14.46
|
|
|
|
$
|
12.89
|
|
|
|
$
|
13.94
|
|
|
|
$
|
0.43
|
|
|
Diluted
|
|
$
|
13.93
|
|
|
|
$
|
12.38
|
|
|
|
$
|
11.67
|
|
|
|
$
|
0.36
|
|
|
The accompanying notes are an integral
part of the consolidated financial statements.
|
(Concluded)
|
|
|
|
ADVANCED
SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY
(Amounts
in Thousands)
|
|
Equity
Attributable to Owners of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Equity
|
|
|
|
|
|
|
|
|
|
|
Share
Capital
|
|
|
|
Retained
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
(In Thousands)
|
|
Amounts
|
|
Capital
Surplus
|
|
Legal
Reserve
|
|
Special
Reserve
|
|
Unappropriated
Earnings
|
|
Total
|
|
Exchange
Differences on
Translating
Foreign
Operations
|
|
Unrealized
Gain on Available-for-sale Financial Asset
|
|
Cash
Flow Hedges
|
|
Total
|
|
Treasury
Shares
|
|
Total
|
|
Non-controlling
Interests
|
|
Total
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE
AT JANUARY 1, 2014
|
|
|
7,787,827
|
|
|
$
|
78,180,258
|
|
|
$
|
7,921,375
|
|
|
$
|
8,720,971
|
|
|
$
|
3,663,930
|
|
|
$
|
25,190,778
|
|
|
$
|
37,575,679
|
|
|
$
|
(525,521
|
)
|
|
$
|
426,246
|
|
|
$
|
(3,279)
|
|
$
|
(102,554
|
)
|
|
$
|
(1,959,107
|
)
|
|
$
|
121,615,651
|
|
|
$
|
4,128,361
|
|
|
$
|
125,744,012
|
|
Change
in capital surplus from investments in associates accounted for using the equity method
|
|
|
—
|
|
|
|
—
|
|
|
|
26,884
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
26,884
|
|
|
|
—
|
|
|
|
26,884
|
|
Net
profit for the year ended December 31, 2014
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
22,228,602
|
|
|
|
22,228,602
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
22,228,602
|
|
|
|
640,499
|
|
|
|
22,869,101
|
|
Other
comprehensive income (loss) for the year ended December 31, 2014, net of income tax
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(4,434
|
)
|
|
|
(4,434
|
)
|
|
|
5,066,383
|
|
|
|
100,532
|
|
|
|
3,279
|
|
|
|
5,170,194
|
|
|
|
—
|
|
|
|
5,165,760
|
|
|
|
338,678
|
|
|
|
5,504,438
|
|
Total
comprehensive income for the year ended December 31, 2014
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
22,224,168
|
|
|
|
22,224,168
|
|
|
|
5,066,383
|
|
|
|
100,532
|
|
|
|
3,279
|
|
|
|
5,170,194
|
|
|
|
—
|
|
|
|
27,394,362
|
|
|
|
979,177
|
|
|
|
28,373,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appropriation
of 2013 earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal
reserve
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,568,907
|
|
|
|
—
|
|
|
|
(1,568,907
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
Special
reserve
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(309,992
|
)
|
|
|
309,992
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
Cash
dividends distributed by the Company
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(10,156,005
|
)
|
|
|
(10,156,005
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(10,156,005
|
)
|
|
|
—
|
|
|
|
(10,156,005
|
)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,568,907
|
|
|
|
(309,992
|
)
|
|
|
(11,414,920
|
)
|
|
|
(10,156,005
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(10,156,005
|
)
|
|
|
—
|
|
|
|
(10,156,005
|
)
|
Issue
of dividends received by subsidiaries from the Company
|
|
|
—
|
|
|
|
—
|
|
|
|
188,790
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
188,790
|
|
|
|
—
|
|
|
|
188,790
|
|
Partial
disposal of interests in subsidiaries and additional acquisition of partially-owned subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
6,876,866
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,876,866
|
|
|
|
3,067,712
|
|
|
|
9,944,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue
of ordinary shares under employee share options
|
|
|
73,898
|
|
|
|
534,921
|
|
|
|
1,000,065
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,534,986
|
|
|
|
120,376
|
|
|
|
1,655,362
|
|
Cash
dividends distributed by subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(85,766
|
)
|
|
|
(85,766
|
)
|
BALANCE
AT DECEMBER 31, 2014
|
|
|
7,861,725
|
|
|
|
78,715,179
|
|
|
|
16,013,980
|
|
|
|
10,289,878
|
|
|
|
3,353,938
|
|
|
|
36,000,026
|
|
|
|
49,643,842
|
|
|
|
4,540,862
|
|
|
|
526,778
|
|
|
|
—
|
|
|
|
5,067,640
|
|
|
|
(1,959,107
|
)
|
|
|
147,481,534
|
|
|
|
8,209,860
|
|
|
|
155,691,394
|
|
Equity
component of convertible bonds issued by the Company
|
|
|
—
|
|
|
|
—
|
|
|
|
214,022
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
214,022
|
|
|
|
—
|
|
|
|
214,022
|
|
Change
in capital surplus from investments in associates and joint ventures accounted for using the equity method
|
|
|
—
|
|
|
|
—
|
|
|
|
150
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
150
|
|
|
|
—
|
|
|
|
150
|
|
Net
profit for the year ended December 31,2015 (Adjusted)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19,732,148
|
|
|
|
19,732,148
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19,732,148
|
|
|
|
968,567
|
|
|
|
20,700,715
|
|
Other
comprehensive income (loss) for the year ended December 31, 2015, net of income tax
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(86,217
|
)
|
|
|
(86,217
|
)
|
|
|
(48,191
|
)
|
|
|
61,341
|
|
|
|
—
|
|
|
|
13,150
|
|
|
|
—
|
|
|
|
(73,067
|
)
|
|
|
(74,480
|
)
|
|
|
(147,547
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income (loss) for the year ended December 31, 2015
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19,645,931
|
|
|
|
19,645,931
|
|
|
|
(48,191
|
)
|
|
|
61,341
|
|
|
|
—
|
|
|
|
13,150
|
|
|
|
—
|
|
|
|
19,659,081
|
|
|
|
894,087
|
|
|
|
20,553,168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appropriation
of 2014 earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal
reserve
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,359,267
|
|
|
|
—
|
|
|
|
(2,359,267
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Cash
dividends distributed by the Company
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(15,589,825
|
)
|
|
|
(15,589,825
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(15,589,825
|
)
|
|
|
—
|
|
|
|
(15,589,825
|
)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,359,267
|
|
|
|
—
|
|
|
|
(17,949,092
|
)
|
|
|
(15,589,825
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(15,589,825
|
)
|
|
|
—
|
|
|
|
(15,589,825
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
of treasury shares
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,333,406
|
)
|
|
|
(5,333,406
|
)
|
|
|
—
|
|
|
|
(5,333,406
|
)
|
Issue
of dividends received by subsidiaries from the Company
|
|
|
—
|
|
|
|
—
|
|
|
|
292,351
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
292,351
|
|
|
|
—
|
|
|
|
292,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partial
disposal of interests in subsidiaries and additional acquisition of partially-owned subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
7,197,510
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,197,510
|
|
|
|
1,712,836
|
|
|
|
8,910,346
|
|
(Continued)
ADVANCED
SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY
(Amounts
in Thousands)
|
|
Equity
Attributable to Owners of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Equity
|
|
|
|
|
|
|
|
|
|
|
Share
Capital
|
|
|
|
Retained
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
(In Thousands)
|
|
Amounts
|
|
Capital
Surplus
|
|
Legal
Reserve
|
|
Special
Reserve
|
|
Unappropriated
Earnings
|
|
Total
|
|
Exchange
Differences on
Translating
Foreign
Operations
|
|
Unrealized
Gain on Available-for-sale Financial Asset
|
|
Cash
Flow Hedges
|
|
Total
|
|
Treasury
Shares
|
|
Total
|
|
Non-controlling
Interests
|
|
Total
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in percentage of ownership interest in subsidiaries
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(563,815
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(563,815
|
)
|
|
$
|
563,815
|
|
|
$
|
—
|
|
Issue
of ordinary shares under employee share options
|
|
|
48,703
|
|
|
|
470,481
|
|
|
|
604,352
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,074,833
|
|
|
|
—
|
|
|
|
1,074,833
|
|
Cash
dividends distributed by subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(232,148
|
)
|
|
|
(232,148
|
)
|
Additional
non-controlling interest arising on issue of employee share options by subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
344,095
|
|
|
|
344,095
|
|
ADJUSTED
BALANCE AT DECEMBER 31, 2015
|
|
|
7,910,428
|
|
|
|
79,185,660
|
|
|
|
23,758,550
|
|
|
|
12,649,145
|
|
|
|
3,353,938
|
|
|
|
37,696,865
|
|
|
|
53,699,948
|
|
|
|
4,492,671
|
|
|
|
588,119
|
|
|
|
—
|
|
|
|
5,080,790
|
|
|
|
(7,292,513
|
)
|
|
|
154,432,435
|
|
|
|
11,492,545
|
|
|
|
165,924,980
|
|
Change
in capital surplus from investments in associates and joint ventures accounted for using the equity method
|
|
|
—
|
|
|
|
—
|
|
|
|
51,959
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
43,536
|
|
|
|
—
|
|
|
|
43,536
|
|
|
|
—
|
|
|
|
95,495
|
|
|
|
—
|
|
|
|
95,495
|
|
Net
profit for the year ended December 31, 2016
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
21,361,606
|
|
|
|
21,361,606
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
21,361,606
|
|
|
|
1,272,691
|
|
|
|
22,634,297
|
|
Other
comprehensive income (loss) for the year ended December 31, 2016, net of income tax
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(402,184
|
)
|
|
|
(402,184
|
)
|
|
|
(6,136,294
|
)
|
|
|
(828,969
|
)
|
|
|
—
|
|
|
|
(6,965,263
|
)
|
|
|
—
|
|
|
|
(7,367,447
|
)
|
|
|
(591,812
|
)
|
|
|
(7,959,259
|
)
|
Total
comprehensive income (loss) for the year ended December 31, 2016
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,959,422
|
|
|
|
20,959,422
|
|
|
|
(6,136,294
|
)
|
|
|
(828,969
|
)
|
|
|
—
|
|
|
|
(6,965,263
|
)
|
|
|
—
|
|
|
|
13,994,159
|
|
|
|
680,879
|
|
|
|
14,675,038
|
|
Appropriation
of 2015 earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal
reserve
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,947,887
|
|
|
|
—
|
|
|
|
(1,947,887
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Cash
dividends distributed by the Company
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(12,476,779
|
)
|
|
|
(12,476,779
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(12,476,779
|
)
|
|
|
—
|
|
|
|
(12,476,779
|
)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,947,887
|
|
|
|
—
|
|
|
|
(14,424,666
|
)
|
|
|
(
12,476,779
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(12,476,779
|
)
|
|
|
—
|
|
|
|
(12,476,779
|
)
|
Issue
of dividends received by subsidiaries from the Company
|
|
|
—
|
|
|
|
—
|
|
|
|
233,013
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
233,013
|
|
|
|
—
|
|
|
|
233,013
|
|
Actual
disposal or acquisition of interest in subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
(20,552
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,884
|
)
|
|
|
(5,884
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(26,436
|
)
|
|
|
26,436
|
|
|
|
—
|
|
Changes
in percentage of ownership interest in subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,912,887
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,912,887
|
)
|
|
|
(912,866
|
)
|
|
|
(2,825,773
|
)
|
Issue
of ordinary shares under employee share options
|
|
|
35,756
|
|
|
|
382,380
|
|
|
|
600,737
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
983,117
|
|
|
|
—
|
|
|
|
983,117
|
|
Non-controlling
interest arising from acquisition of subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,021
|
|
|
|
7,021
|
|
Cash
dividends distributed by subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(237,850
|
)
|
|
|
(237,850
|
)
|
Additional
non-controlling interest arising on issue of employee share options by subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
(444,320
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(444,320
|
)
|
|
|
927,823
|
|
|
|
483,503
|
|
BALANCE
AT DECEMBER 31, 2016
|
|
|
7,946,184
|
|
|
$
|
79,568,040
|
|
|
$
|
22,266,500
|
|
|
$
|
14,597,032
|
|
|
$
|
3,353,938
|
|
|
$
|
44,225,737
|
|
|
$
|
(62,176,707
|
)
|
|
$
|
(1,643,623
|
)
|
|
$
|
(197,314
|
)
|
|
$
|
—
|
|
|
$
|
(1,840,937
|
)
|
|
$
|
(7,292,513
|
)
|
|
$
|
154,877,797
|
|
|
$
|
11,983,968
|
|
|
$
|
166,861,765
|
|
US
DOLLARS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE
AT DECEMBER 31, 2016
|
|
|
7,946,184
|
|
|
$
|
2,455,804
|
|
|
$
|
687,238
|
|
|
$
|
450,526
|
|
|
$
|
103,517
|
|
|
$
|
1,364,992
|
|
|
$
|
(1,919,035
|
)
|
|
$
|
(50,729
|
)
|
|
$
|
(6,090
|
)
|
|
$
|
—
|
|
|
$
|
(56,819
|
)
|
|
$
|
(225,078
|
)
|
|
$
|
4,780,180
|
|
|
$
|
369,875
|
|
|
$
|
5,150,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral
part of the consolidated financial statements.
|
(Concluded)
|
|
|
|
ADVANCED
SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Amounts
in Thousands)
|
|
For
the Years Ended December 31
|
|
|
|
|
2015
|
|
|
|
|
|
|
2014
|
|
(Adjusted)
|
|
2016
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
US$
|
CASH FLOWS FROM OPERATING
|
|
|
|
|
|
|
|
|
ACTIVITIES
|
|
|
|
|
|
|
|
|
Profit
before income tax
|
|
$
|
28,535,055
|
|
|
$
|
25,011,788
|
|
|
$
|
28,025,141
|
|
|
$
|
864,974
|
|
Adjustments for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense
|
|
|
25,805,042
|
|
|
|
28,938,770
|
|
|
|
28,961,614
|
|
|
|
893,877
|
|
Amortization expense
|
|
|
545,734
|
|
|
|
579,894
|
|
|
|
460,690
|
|
|
|
14,219
|
|
Net gains on fair
value change of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
financial assets
and liabilities at fair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value through profit
or loss
|
|
|
(1,838,840
|
)
|
|
|
(2,472,835
|
)
|
|
|
(447,559
|
)
|
|
|
(13,814
|
)
|
Interest expense
|
|
|
2,324,426
|
|
|
|
2,268,786
|
|
|
|
2,261,075
|
|
|
|
69,786
|
|
Interest income
|
|
|
(243,474
|
)
|
|
|
(242,084
|
)
|
|
|
(230,067
|
)
|
|
|
(7,101
|
)
|
Dividend income
|
|
|
(101,252
|
)
|
|
|
(396,973
|
)
|
|
|
(26,411
|
)
|
|
|
(815
|
)
|
Compensation cost of employee share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
options
|
|
|
110,157
|
|
|
|
133,496
|
|
|
|
470,788
|
|
|
|
14,530
|
|
Share of loss (profit) of associates
and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
joint ventures
|
|
|
121,882
|
|
|
|
(126,265
|
)
|
|
|
(1,512,213
|
)
|
|
|
(46,673
|
)
|
Impairment loss
recognized on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
financial assets
|
|
|
28,421
|
|
|
|
8,232
|
|
|
|
91,886
|
|
|
|
2,836
|
|
Reversal of impairment
loss on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
financial assets
|
|
|
—
|
|
|
|
—
|
|
|
|
(28,022
|
)
|
|
|
(865
|
)
|
Impairment loss
recognized on non-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
financial assets
|
|
|
899,480
|
|
|
|
610,140
|
|
|
|
1,340,011
|
|
|
|
41,359
|
|
Reversal of compensation
cost for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
the settlement of
legal claims
|
|
|
(91,305
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net loss (gain)
on foreign currency
|
|
|
1,404,234
|
|
|
|
1,358,777
|
|
|
|
(407,160
|
)
|
|
|
(12,567
|
)
|
Others
|
|
|
404,443
|
|
|
|
1,411,599
|
|
|
|
1,031,422
|
|
|
|
31,834
|
|
Changes in operating
assets and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets
held for trading
|
|
|
823,313
|
|
|
|
4,162,522
|
|
|
|
1,052,111
|
|
|
|
32,473
|
|
Trade receivables
|
|
|
(9,703,070
|
)
|
|
|
7,982,736
|
|
|
|
(6,184,873
|
)
|
|
|
(190,891
|
)
|
Other receivables
|
|
|
(8,625
|
)
|
|
|
55,112
|
|
|
|
(211,755
|
)
|
|
|
(6,536
|
)
|
Inventories
|
|
|
(8,208,824
|
)
|
|
|
(5,128,726
|
)
|
|
|
3,156,759
|
|
|
|
97,431
|
|
Other current assets
|
|
|
102,353
|
|
|
|
407,017
|
|
|
|
(24,517
|
)
|
|
|
(757
|
)
|
Financial liabilities
held for trading
|
|
|
(835,779
|
)
|
|
|
(1,725,606
|
)
|
|
|
(2,952,116
|
)
|
|
|
(91,115
|
)
|
Trade payables
|
|
|
6,422,305
|
|
|
|
(1,272,717
|
)
|
|
|
1,665,420
|
|
|
|
51,402
|
|
Other payables
|
|
|
3,045,452
|
|
|
|
(814,809
|
)
|
|
|
1,380,205
|
|
|
|
42,599
|
|
Advance real estate
receipts
|
|
|
—
|
|
|
|
2,223,381
|
|
|
|
(2,643,156
|
)
|
|
|
(81,579
|
)
|
Other current liabilities
|
|
|
703,764
|
|
|
|
321,931
|
|
|
|
295,557
|
|
|
|
9,122
|
|
Other
operating activities items
|
|
|
(187,727
|
)
|
|
|
(247,024
|
)
|
|
|
(407,143
|
)
|
|
|
(12,566
|
)
|
|
|
|
50,057,165
|
|
|
|
63,047,142
|
|
|
|
55,117,687
|
|
|
|
1,701,163
|
|
Interest received
|
|
|
233,457
|
|
|
|
253,289
|
|
|
|
228,509
|
|
|
|
7,053
|
|
Dividend received
|
|
|
101,252
|
|
|
|
499,918
|
|
|
|
4,043,644
|
|
|
|
124,804
|
|
Interest paid
|
|
|
(2,065,244
|
)
|
|
|
(2,067,955
|
)
|
|
|
(2,043,870
|
)
|
|
|
(63,082
|
)
|
Income
tax paid
|
|
|
(2,463,153
|
)
|
|
|
(4,184,089
|
)
|
|
|
(5,238,103
|
)
|
|
|
(161,670
|
)
|
Net cash generated
from operating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
activities
|
|
|
45,863,477
|
|
|
|
57,548,305
|
|
|
|
52,107,867
|
|
|
|
1,608,268
|
|
CASH FLOWS FROM INVESTING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of financial
assets designated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
as at fair value
through profit or loss
|
|
|
(108,958,658
|
)
|
|
|
(100,842,813
|
)
|
|
|
(64,853,336
|
)
|
|
|
(2,001,646
|
)
|
Proceeds on sale
of financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
designated as at
fair value through
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
profit or loss
|
|
|
109,825,159
|
|
|
|
102,139,161
|
|
|
|
66,472,870
|
|
|
|
2,051,632
|
|
Purchase of available-for-sale
financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
assets
|
|
|
(3,565,428
|
)
|
|
|
(1,273,510
|
)
|
|
|
(1,590,928
|
)
|
|
|
(49,103
|
)
|
(Continued)
ADVANCED
SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Amounts
in Thousands)
|
|
For
the Years Ended December 31
|
|
|
|
|
2015
|
|
|
|
|
|
|
2014
|
|
(Adjusted)
|
|
2016
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
US$
|
Proceeds on sale of available-for-sale
|
|
|
|
|
|
|
|
|
financial
assets
|
|
$
|
4,388,130
|
|
|
$
|
2,761,145
|
|
|
$
|
867,336
|
|
|
$
|
26,770
|
|
Cash received from
return of capital by
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
available-for-sale
financial assets
|
|
|
20,411
|
|
|
|
44,511
|
|
|
|
28,927
|
|
|
|
893
|
|
Acquisition of associates
and joint
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ventures
|
|
|
(100,000
|
)
|
|
|
(35,673,097
|
)
|
|
|
(16,041,463
|
)
|
|
|
(495,106
|
)
|
Net cash outflow
on acquisition of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
(73,437
|
)
|
|
|
(2,267
|
)
|
Payments for property,
plant and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
equipment
|
|
|
(39,598,964
|
)
|
|
|
(30,280,124
|
)
|
|
|
(26,714,163
|
)
|
|
|
(824,511
|
)
|
Proceeds from disposal
of property,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
plant and equipment
|
|
|
421,207
|
|
|
|
243,031
|
|
|
|
670,200
|
|
|
|
20,685
|
|
Payments for intangible
assets
|
|
|
(396,466
|
)
|
|
|
(491,135
|
)
|
|
|
(513,893
|
)
|
|
|
(15,861
|
)
|
Proceeds from disposal
of intangible assets
|
|
|
—
|
|
|
|
—
|
|
|
|
25,646
|
|
|
|
792
|
|
Decrease (increase)
in other financial assets
|
|
|
(372,569
|
)
|
|
|
358,266
|
|
|
|
(1,231,186
|
)
|
|
|
(38,000
|
)
|
Increase
in other non-current assets
|
|
|
(480,711
|
)
|
|
|
(336,864
|
)
|
|
|
(206,031
|
)
|
|
|
(6,359
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities
|
|
|
(38,817,889
|
)
|
|
|
(63,351,429
|
)
|
|
|
(43,159,458
|
)
|
|
|
(1,332,081
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net repayment of
short-term borrowings
|
|
|
(3,442,162
|
)
|
|
|
(8,532,792
|
)
|
|
|
(10,640,229
|
)
|
|
|
(328,402
|
)
|
Net proceeds from
(repayment of)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
short-term bills
payable
|
|
|
—
|
|
|
|
4,348,054
|
|
|
|
(4,348,054
|
)
|
|
|
(134,199
|
)
|
Proceeds from issue
of bonds
|
|
|
8,888,562
|
|
|
|
6,136,425
|
|
|
|
9,000,000
|
|
|
|
277,778
|
|
Repayment of bonds
payable
|
|
|
(729,790
|
)
|
|
|
—
|
|
|
|
(10,365,135
|
)
|
|
|
(319,912
|
)
|
Proceeds from long-term
borrowings
|
|
|
32,030,868
|
|
|
|
39,887,570
|
|
|
|
62,282,917
|
|
|
|
1,922,312
|
|
Repayment of long-term
borrowings
|
|
|
(40,978,403
|
)
|
|
|
(22,926,660
|
)
|
|
|
(52,924,902
|
)
|
|
|
(1,633,485
|
)
|
Dividends paid
|
|
|
(9,967,215
|
)
|
|
|
(15,297,474
|
)
|
|
|
(12,243,766
|
)
|
|
|
(377,894
|
)
|
Proceeds from exercise of employee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share options
|
|
|
1,498,343
|
|
|
|
1,285,102
|
|
|
|
995,832
|
|
|
|
30,736
|
|
Payments for acquisition
of treasury
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
|
|
|
—
|
|
|
|
(5,333,406
|
)
|
|
|
—
|
|
|
|
—
|
|
Proceeds from partial
disposal of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interests in subsidiaries
|
|
|
9,991,439
|
|
|
|
8,910,346
|
|
|
|
—
|
|
|
|
—
|
|
Decrease in non-controlling
interests
|
|
|
(85,766
|
)
|
|
|
(232,148
|
)
|
|
|
(3,063,623
|
)
|
|
|
(94,556
|
)
|
Other
financing activities items
|
|
|
(2,879
|
)
|
|
|
391,322
|
|
|
|
219,940
|
|
|
|
6,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated
from (used in)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
financing
activities
|
|
|
(2,797,003
|
)
|
|
|
8,636,339
|
|
|
|
(21,087,020
|
)
|
|
|
(650,834
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EFFECTS OF EXCHANGE RATE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGES ON THE BALANCE
OF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HELD
IN FOREIGN CURRENCY
|
|
|
2,419,454
|
|
|
|
723,556
|
|
|
|
(4,720,046
|
)
|
|
|
(145,682
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH EQUIVALENTS
|
|
|
6,668,039
|
|
|
|
3,556,771
|
|
|
|
(16,858,657
|
)
|
|
|
(520,329
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE
BEGINNING OF THE YEAR
|
|
|
45,026,371
|
|
|
|
51,694,410
|
|
|
|
55,251,181
|
|
|
|
1,705,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE
END OF THE YEAR
|
|
$
|
51,694,410
|
|
|
$
|
55,251,181
|
|
|
$
|
38,392,524
|
|
|
$
|
1,184,954
|
|
The accompanying notes are an integral
part of the consolidated financial statements.
|
(Concluded)
|
|
|
|
|
Advanced Semiconductor
Engineering, Inc. and Subsidiaries
|
|
|
|
|
|
Financial
Statements for the
|
|
|
Years
Ended December 31, 2016 and 2015 and
|
|
|
Independent
Auditors’ Report
|
|
ADVANCED
SEMICONDUCTOR ENGINEERING, INC.
PARENT
COMPANY ONLY BALANCE SHEETS
(In
Thousands of New Taiwan Dollars)
|
|
December
31, 2016
|
|
December
31, 2015
(Adjusted)
|
ASSETS
|
|
NT$
|
|
%
|
|
NT$
|
|
%
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
3,159,351
|
|
|
|
1
|
|
|
$
|
8,533,346
|
|
|
|
3
|
|
Financial
assets at fair value through profit or loss - current
|
|
|
600,946
|
|
|
|
—
|
|
|
|
1,503,196
|
|
|
|
1
|
|
Trade
receivables, net
|
|
|
17,825,948
|
|
|
|
6
|
|
|
|
14,030,441
|
|
|
|
5
|
|
Trade
receivables from related parties
|
|
|
1,760,150
|
|
|
|
1
|
|
|
|
2,281,805
|
|
|
|
1
|
|
Other
receivables
|
|
|
1,445,567
|
|
|
|
—
|
|
|
|
1,367,621
|
|
|
|
—
|
|
Other
receivables from related parties
|
|
|
61,419
|
|
|
|
—
|
|
|
|
161,080
|
|
|
|
—
|
|
Inventories
|
|
|
4,666,009
|
|
|
|
2
|
|
|
|
3,769,108
|
|
|
|
1
|
|
Other
current assets
|
|
|
416,799
|
|
|
|
—
|
|
|
|
485,422
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
29,936,189
|
|
|
|
10
|
|
|
|
32,132,019
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale
financial assets - non-current
|
|
|
285,359
|
|
|
|
—
|
|
|
|
473,107
|
|
|
|
—
|
|
Investments
accounted for using the equity method
|
|
|
201,327,705
|
|
|
|
64
|
|
|
|
189,712,813
|
|
|
|
62
|
|
Property,
plant and equipment
|
|
|
78,375,027
|
|
|
|
25
|
|
|
|
80,375,695
|
|
|
|
26
|
|
Goodwill
|
|
|
958,620
|
|
|
|
—
|
|
|
|
958,620
|
|
|
|
1
|
|
Other
intangible assets
|
|
|
1,020,259
|
|
|
|
1
|
|
|
|
655,689
|
|
|
|
—
|
|
Deferred
tax assets
|
|
|
812,546
|
|
|
|
—
|
|
|
|
906,821
|
|
|
|
—
|
|
Other
financial assets - non-current
|
|
|
222,074
|
|
|
|
—
|
|
|
|
209,817
|
|
|
|
—
|
|
Long-term
prepayments for lease
|
|
|
13,155
|
|
|
|
—
|
|
|
|
80,887
|
|
|
|
—
|
|
Other
non-current assets
|
|
|
83,983
|
|
|
|
—
|
|
|
|
156,113
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
non-current assets
|
|
|
283,098,728
|
|
|
|
90
|
|
|
|
273,529,562
|
|
|
|
89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
313,034,917
|
|
|
|
100
|
|
|
$
|
305,661,581
|
|
|
|
100
|
|
(Continued)
ADVANCED
SEMICONDUCTOR ENGINEERING, INC.
PARENT
COMPANY ONLY BALANCE SHEETS
(In
Thousands of New Taiwan Dollars)
|
|
December
31, 2016
|
|
December
31, 2015
(Adjusted)
|
LIABILITIES
AND EQUITY
|
|
NT$
|
|
%
|
|
NT$
|
|
%
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Short-term
borrowings
|
|
$
|
4,192,500
|
|
|
|
1
|
|
|
$
|
11,231,973
|
|
|
|
4
|
|
Short-term
bills payable
|
|
|
—
|
|
|
|
—
|
|
|
|
4,348,054
|
|
|
|
1
|
|
Financial
liabilities at fair value through profit or loss - current
|
|
|
1,550,677
|
|
|
|
—
|
|
|
|
2,669,605
|
|
|
|
1
|
|
Trade
payables
|
|
|
7,994,777
|
|
|
|
3
|
|
|
|
6,801,383
|
|
|
|
2
|
|
Trade
payables to related parties
|
|
|
1,027,410
|
|
|
|
—
|
|
|
|
910,211
|
|
|
|
1
|
|
Other
payables
|
|
|
11,045,976
|
|
|
|
4
|
|
|
|
10,565,591
|
|
|
|
3
|
|
Other
payables to related parties
|
|
|
46,303,141
|
|
|
|
15
|
|
|
|
40,191,954
|
|
|
|
13
|
|
Current
tax liabilities
|
|
|
1,582,327
|
|
|
|
1
|
|
|
|
1,685,349
|
|
|
|
1
|
|
Current
portion of bonds payable
|
|
|
—
|
|
|
|
—
|
|
|
|
12,162,192
|
|
|
|
4
|
|
Current
portion of long-term borrowings
|
|
|
5,285,722
|
|
|
|
2
|
|
|
|
—
|
|
|
|
—
|
|
Other
current liabilities
|
|
|
699,394
|
|
|
|
—
|
|
|
|
738,805
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
79,681,924
|
|
|
|
26
|
|
|
|
91,305,117
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds
payable
|
|
|
27,341,557
|
|
|
|
9
|
|
|
|
13,938,894
|
|
|
|
5
|
|
Long-term
borrowings
|
|
|
41,896,587
|
|
|
|
13
|
|
|
|
37,424,607
|
|
|
|
12
|
|
Deferred
tax liabilities
|
|
|
3,740,806
|
|
|
|
1
|
|
|
|
3,774,152
|
|
|
|
1
|
|
Long-term
payables to related parties
|
|
|
40,313
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net
defined benefit liabilities
|
|
|
2,516,119
|
|
|
|
1
|
|
|
|
2,287,072
|
|
|
|
1
|
|
Other
non-current liabilities
|
|
|
462,405
|
|
|
|
—
|
|
|
|
297,092
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
non-current liabilities
|
|
|
75,997,787
|
|
|
|
24
|
|
|
|
57,721,817
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
155,679,711
|
|
|
|
50
|
|
|
|
149,026,934
|
|
|
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary
shares
|
|
|
79,364,735
|
|
|
|
25
|
|
|
|
79,029,290
|
|
|
|
26
|
|
Shares
subscribed in advance
|
|
|
203,305
|
|
|
|
—
|
|
|
|
156,370
|
|
|
|
—
|
|
Total
share capital
|
|
|
79,568,040
|
|
|
|
25
|
|
|
|
79,185,660
|
|
|
|
26
|
|
Capital
surplus
|
|
|
22,265,049
|
|
|
|
7
|
|
|
|
23,757,099
|
|
|
|
8
|
|
Retained
earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal
reserve
|
|
|
14,597,032
|
|
|
|
5
|
|
|
|
12,649,145
|
|
|
|
4
|
|
Special
reserve
|
|
|
3,353,938
|
|
|
|
1
|
|
|
|
3,353,938
|
|
|
|
—
|
|
Unappropriated
earnings
|
|
|
46,747,234
|
|
|
|
15
|
|
|
|
39,899,629
|
|
|
|
13
|
|
Total
retained earnings
|
|
|
64,698,204
|
|
|
|
21
|
|
|
|
55,902,712
|
|
|
|
17
|
|
Other
equity
|
|
|
(1,883,574
|
)
|
|
|
(1
|
)
|
|
|
5,081,689
|
|
|
|
2
|
|
Treasury
shares
|
|
|
(7,292,513
|
)
|
|
|
(2
|
)
|
|
|
(7,292,513
|
)
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
equity
|
|
|
157,355,206
|
|
|
|
50
|
|
|
|
156,634,647
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
313,034,917
|
|
|
|
100
|
|
|
$
|
305,661,581
|
|
|
|
100
|
|
(Concluded)
ADVANCED
SEMICONDUCTOR ENGINEERING, INC.
PARENT
COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In
Thousands of New Taiwan Dollars, Except Earnings Per Share)
|
|
For
the Years Ended December 31
|
|
|
2016
|
|
2015
(Adjusted)
|
|
|
NTS
|
|
%
|
|
NTS
|
|
%
|
|
|
|
|
|
|
|
|
|
OPERATING
REVENUES
|
|
$
|
99,190,777
|
|
|
|
100
|
|
|
$
|
94,206,807
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
COSTS
|
|
|
75,049,226
|
|
|
|
76
|
|
|
|
69,059,001
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS
PROFIT
|
|
|
24,141,551
|
|
|
|
24
|
|
|
|
25,147,806
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling
and marketing expenses
|
|
|
1,154,570
|
|
|
|
1
|
|
|
|
1,100,826
|
|
|
|
1
|
|
General
and administrative expenses
|
|
|
5,269,698
|
|
|
|
5
|
|
|
|
4,788,073
|
|
|
|
5
|
|
Research
and development expenses
|
|
|
5,645,973
|
|
|
|
6
|
|
|
|
5,366,121
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
12,070,241
|
|
|
|
12
|
|
|
|
11,255,020
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROFIT
FROM OPERATIONS
|
|
|
12,071,310
|
|
|
|
12
|
|
|
|
13,892,786
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-OPERATING
INCOME AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income
|
|
|
96,649
|
|
|
|
—
|
|
|
|
451,354
|
|
|
|
—
|
|
Other
gains, net
|
|
|
943,785
|
|
|
|
1
|
|
|
|
722,437
|
|
|
|
1
|
|
Finance
costs
|
|
|
(1,676,157
|
)
|
|
|
(2
|
)
|
|
|
(1,166,632
|
)
|
|
|
(1
|
)
|
Share
of the profit of subsidiaries, associates and joint ventures
|
|
|
12,305,543
|
|
|
|
12
|
|
|
|
8,252,050
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
non-operating income and expenses
|
|
|
11,669,820
|
|
|
|
11
|
|
|
|
8,259,209
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE INCOME
TAX
|
|
|
23,741,130
|
|
|
|
23
|
|
|
|
22,151,995
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
TAX EXPENSE
|
|
|
2,060,791
|
|
|
|
2
|
|
|
|
2,954,479
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
PROFIT FOR THE YEAR
|
|
|
21,680,339
|
|
|
|
21
|
|
|
|
19,197,516
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE
INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items
that will not be reclassified subsequently to profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement
of defined benefit obligation
|
|
|
(364,628
|
)
|
|
|
—
|
|
|
|
39,710
|
|
|
|
—
|
|
Share
of other comprehensive loss of subsidiaries, associates and joint ventures accounted for using the equity method
|
|
|
(99,543
|
)
|
|
|
—
|
|
|
|
(119,176
|
)
|
|
|
—
|
|
Income
tax relating to items that will not be reclassified subsequently to profit or loss
|
|
|
61,987
|
|
|
|
—
|
|
|
|
(6,751
|
)
|
|
|
—
|
|
|
|
|
(402,184
|
)
|
|
|
—
|
|
|
|
(86,217
|
)
|
|
|
—
|
|
(Continued)
ADVANCED
SEMICONDUCTOR ENGINEERING, INC.
PARENT
COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In
Thousands of New Taiwan Dollars, Except Earnings Per Share)
|
|
For
the Years Ended December 31
|
|
|
2016
|
|
2015
(Adjusted)
|
|
|
NTS
|
|
%
|
|
NTS
|
|
%
|
Items that may be reclassified
subsequently to profit or loss:
|
|
|
|
|
|
|
|
|
Unrealized
loss on available-for-sale financial assets
|
|
$
|
(63,777
|
)
|
|
|
—
|
|
|
$
|
(36,166
|
)
|
|
|
—
|
|
Share
of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using the equity method
|
|
|
(6,901,486
|
)
|
|
|
(7
|
)
|
|
|
49,316
|
|
|
|
—
|
|
|
|
|
(6,965,263
|
)
|
|
|
(7
|
)
|
|
|
13,150
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive loss for the year, net of income tax
|
|
|
(7,367,447
|
)
|
|
|
(7
|
)
|
|
|
(73,067
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
COMPREHENSIVE INCOME FOR THE YEAR
|
|
$
|
14,312,892
|
|
|
|
14
|
|
|
$
|
19,124,449
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
2.83
|
|
|
|
|
|
|
$
|
2.51
|
|
|
|
|
|
Diluted
|
|
$
|
2.37
|
|
|
|
|
|
|
$
|
2.41
|
|
|
|
|
|
(Concluded)
ADVANCED
SEMICONDUCTOR ENGINEERING, INC.
PARENT
COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
(In
Thousands of New Taiwan Dollars)
|
|
|
|
|
|
|
|
Other
Equity
|
|
|
|
|
|
|
Share
Capital
|
|
|
|
Retained
Earnings
|
|
|
|
|
|
|
|
|
Shares
(In Thousands)
|
|
Amounts
|
|
Capital
Surplus
|
|
Legal
Reserve
|
|
Special
Reserve
|
|
Unappropriated
Earnings
|
|
Total
|
|
Exchange
Differences on Translating Foreign Operations
|
|
Unrealized
Gain (Loss) on Available-for-sale Financial Assets
|
|
Total
|
|
Treasury
Shares
|
|
Total
|
BALANCE
AT JANUARY 1, 2015
|
|
|
7,861,725
|
|
|
|
78,715,179
|
|
|
|
16,013,058
|
|
|
|
10,289,878
|
|
|
|
3,353,938
|
|
|
|
38,737,422
|
|
|
|
52,381,238
|
|
|
|
4,541,761
|
|
|
|
526,778
|
|
|
|
5,068,539
|
|
|
|
(1,959,107
|
)
|
|
|
150,218,907
|
|
Equity
component of convertible bonds issued by the Company
|
|
|
—
|
|
|
|
—
|
|
|
|
214,022
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
214,022
|
|
Change
in capital surplus from investments in subsidiaries, associates and joint ventures accounted for using the equity method
|
|
|
—
|
|
|
|
—
|
|
|
|
150
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
150
|
|
Net
profit for the year ended December 31, 2015 (After adjusted)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19,197,516
|
|
|
|
19,197,516
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19,197,516
|
|
Other
comprehensive income (loss) for the year ended December 31, 2015, net of income tax
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(86,217
|
)
|
|
|
(86,217
|
)
|
|
|
(48,191
|
)
|
|
|
61,341
|
|
|
|
13,150
|
|
|
|
—
|
|
|
|
(73,067
|
)
|
Total
comprehensive income (loss) for the year ended December 31, 2015
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19,111,299
|
|
|
|
19,111,299
|
|
|
|
(48,191
|
)
|
|
|
61,341
|
|
|
|
13,150
|
|
|
|
—
|
|
|
|
19,124,449
|
|
Appropriation
of 2014 earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal
reserve
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,359,267
|
|
|
|
—
|
|
|
|
(2,359,267
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Cash
dividends distributed by the Company
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(15,589,825
|
)
|
|
|
(15,589,825
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(15,589,825
|
)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,359,267
|
|
|
|
—
|
|
|
|
(17,949,092
|
)
|
|
|
(15,589,825
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(15,589,825
|
)
|
Acquisition
of treasury shares
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,333,406
|
)
|
|
|
(5,333,406
|
)
|
Issue
of dividends received by subsidiaries from the Company
|
|
|
—
|
|
|
|
—
|
|
|
|
292,351
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
292,351
|
|
Partial
disposal of interests in subsidiaries and additional acquisition of majority-owned subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
7,197,510
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,197,510
|
|
Changes
in the percentage of ownership interest in subsidiary
|
|
|
—
|
|
|
|
—
|
|
|
|
(564,344
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(564,344
|
)
|
Issue
of ordinary shares under employee share options
|
|
|
48,703
|
|
|
|
470,481
|
|
|
|
604,352
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,074,833
|
|
ADJUSTED
BALANCE AT DECEMBER 31, 2015
|
|
|
7,910,428
|
|
|
|
79,185,660
|
|
|
|
23,757,099
|
|
|
|
12,649,145
|
|
|
|
3,353,938
|
|
|
|
39,899,629
|
|
|
|
55,902,712
|
|
|
|
4,493,570
|
|
|
|
588,119
|
|
|
|
5,081,689
|
|
|
|
(7,292,513
|
)
|
|
|
156,634,647
|
|
Change
in capital surplus from investments in subsidiaries, associates and joint ventures accounted for using the equity method
|
|
|
—
|
|
|
|
—
|
|
|
|
51,959
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
51,959
|
|
Net
profit for the year ended December 31, 2016
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
21,680,339
|
|
|
|
21,680,339
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
21,680,339
|
|
Other
comprehensive loss for the year ended
December
31, 2016, net of income tax
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(402,184
|
)
|
|
|
(402,184
|
)
|
|
|
(6,136,294
|
)
|
|
|
(828,969
|
)
|
|
|
(6,965,263
|
)
|
|
|
—
|
|
|
|
(7,367,447
|
)
|
Total
comprehensive income (loss) for the year ended December 31, 2016
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
21,278,155
|
|
|
|
21,278,155
|
|
|
|
(6,136,294
|
)
|
|
|
(828,969
|
)
|
|
|
(6,965,263
|
)
|
|
|
—
|
|
|
|
14,312,892
|
|
Appropriation
of 2015 earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal
reserve
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,947,887
|
|
|
|
—
|
|
|
|
(1,947,887
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Cash
dividends distributed by the Company
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(12,476,779
|
)
|
|
|
(12,476,779
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(12,476,779
|
)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,947,887
|
|
|
|
—
|
|
|
|
(14,424,666
|
)
|
|
|
(12,476,779
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(12,476,779
|
)
|
Issue
of dividends received by subsidiaries from the Company
|
|
|
—
|
|
|
|
—
|
|
|
|
233,013
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
233,013
|
|
Partial
disposal of interests in subsidiaries and additional acquisition of majority-owned subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
(20,552
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,884
|
)
|
|
|
(5,884
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(26,436
|
)
|
Changes
in percentage of ownership interest in subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,912,887
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,912,887
|
)
|
Issue
of ordinary shares under employee share options
|
|
|
35,756
|
|
|
|
382,380
|
|
|
|
600,737
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
983,117
|
|
Additional
non-controlling interest arising on issue of employee share options by subsidiaries
|
|
|
—
|
|
|
|
—
|
|
|
|
(444,320
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(444,320
|
)
|
BALANCE
AT DECEMBER 31, 2016
|
|
|
7,946,184
|
|
|
|
79,568,040
|
|
|
|
22,265,049
|
|
|
|
14,597,032
|
|
|
|
3,353,938
|
|
|
|
46,747,234
|
|
|
|
64,698,204
|
|
|
|
(1,642,724
|
)
|
|
|
(240,850
|
)
|
|
|
(1,883,574
|
)
|
|
|
(7,292,513
|
)
|
|
|
157,355,206
|
|
ADVANCED
SEMICONDUCTOR ENGINEERING, INC.
PARENT
COMPANY ONLY STATEMENTS OF CASH FLOWS
(In
Thousands of New Taiwan Dollars)
|
|
For
the Years Ended December 31
|
|
|
2016
|
|
2015
(Adjusted)
|
|
|
NT$
|
|
NT$
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
Profit
before income tax
|
|
$
|
23,741,130
|
|
|
$
|
22,151,995
|
|
Adjustments
for:
|
|
|
|
|
|
|
|
|
Depreciation
expense
|
|
|
15,238,017
|
|
|
|
14,630,862
|
|
Amortization
expense
|
|
|
193,110
|
|
|
|
139,065
|
|
Net
gain on fair value change of financial assets and liabilities at fair value through profit or loss
|
|
|
(415,956
|
)
|
|
|
(2,089,130
|
)
|
Finance
costs
|
|
|
1,676,157
|
|
|
|
1,166,632
|
|
Compensation
cost of employee share options
|
|
|
209,106
|
|
|
|
89,768
|
|
Share
of profit of subsidiaries, associates and joint ventures
|
|
|
(12,305,543
|
)
|
|
|
(8,252,050
|
)
|
Impairment
loss recognized on financial assets
|
|
|
90,000
|
|
|
|
—
|
|
Impairment
loss recognized on non-financial assets
|
|
|
1,131,267
|
|
|
|
374,201
|
|
Others
|
|
|
(415,069
|
)
|
|
|
984,117
|
|
Changes
in operating assets and liabilities
|
|
|
|
|
|
|
|
|
Financial
assets held for trading
|
|
|
2,025,990
|
|
|
|
3,407,552
|
|
Trade
receivables
|
|
|
(3,795,485
|
)
|
|
|
2,443,202
|
|
Trade
receivables from related parties
|
|
|
521,655
|
|
|
|
2,800,618
|
|
Other
receivables
|
|
|
(55,464
|
)
|
|
|
14,924
|
|
Other
receivables from related parties
|
|
|
2,748
|
|
|
|
(27,049
|
)
|
Inventories
|
|
|
(1,137,565
|
)
|
|
|
279,328
|
|
Other
current assets
|
|
|
(35,877
|
)
|
|
|
(47,362
|
)
|
Financial
liabilities held for trading
|
|
|
(1,862,453
|
)
|
|
|
(1,047,740
|
)
|
Trade
payables
|
|
|
1,193,394
|
|
|
|
(164,380
|
)
|
Trade
payables to related parties
|
|
|
117,199
|
|
|
|
(313,539
|
)
|
Other
payables
|
|
|
615,344
|
|
|
|
(1,239,689
|
)
|
Other
payables to related parties
|
|
|
275,018
|
|
|
|
9,176
|
|
Other
current liabilities
|
|
|
(13,125
|
)
|
|
|
44,553
|
|
Net
defined benefit liabilities
|
|
|
(135,581
|
)
|
|
|
(88,872
|
)
|
|
|
|
26,858,017
|
|
|
|
35,266,182
|
|
Dividend
received
|
|
|
6,644,388
|
|
|
|
456,044
|
|
Interest
paid
|
|
|
(1,105,450
|
)
|
|
|
(709,474
|
)
|
Income
tax paid
|
|
|
(2,040,897
|
)
|
|
|
(1,903,810
|
)
|
|
|
|
|
|
|
|
|
|
Net
cash generated from operating activities
|
|
|
30,356,058
|
|
|
|
33,108,942
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Purchase
of financial assets designated as at fair value through profit or loss
|
|
|
(11,910,813
|
)
|
|
|
(22,059,285
|
)
|
Proceeds
on sale of financial assets designated as at fair value through profit or loss
|
|
|
11,946,554
|
|
|
|
22,404,777
|
|
Purchase
of available-for-sale financial assets
|
|
|
—
|
|
|
|
(1,322
|
)
|
(Continued)
ADVANCED
SEMICONDUCTOR ENGINEERING, INC.
PARENT
COMPANY ONLY STATEMENTS OF CASH FLOWS
(In
Thousands of New Taiwan Dollars)
|
|
For
the Years Ended December 31
|
|
|
2016
|
|
2015
(Adjusted)
|
|
|
NT$
|
|
NT$
|
|
|
|
|
|
Proceeds
on sale of available-for-sale financial assets
|
|
$
|
33,971
|
|
|
$
|
433,165
|
|
Acquisition
of equity method investments
|
|
|
(15,816,463
|
)
|
|
|
(35,673,097
|
)
|
Proceeds
on sale of equity method investments
|
|
|
792,064
|
|
|
|
—
|
|
Payments
for property, plant and equipment
|
|
|
(14,945,941
|
)
|
|
|
(18,106,610
|
)
|
Proceeds
from disposal of property, plant and equipment
|
|
|
893,304
|
|
|
|
114,976
|
|
Payments
for intangible assets
|
|
|
(396,430
|
)
|
|
|
(308,562
|
)
|
Other
investing activities
|
|
|
(649
|
)
|
|
|
(18,842
|
)
|
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities
|
|
|
(29,404,403
|
)
|
|
|
(53,214,800
|
)
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net
repayment of short-term borrowings
|
|
|
(7,039,473
|
)
|
|
|
(404,268
|
)
|
Proceeds
from (repayment of) short-term bills payable
|
|
|
(4,348,054
|
)
|
|
|
4,347,406
|
|
Proceeds
from issue of bonds
|
|
|
9,000,000
|
|
|
|
6,136,425
|
|
Repayment
of bonds payable
|
|
|
(8,000,000
|
)
|
|
|
—
|
|
Proceeds
from long-term borrowings
|
|
|
60,267,196
|
|
|
|
36,638,397
|
|
Repayment
of long-term borrowings
|
|
|
(50,154,795
|
)
|
|
|
(19,237,092
|
)
|
Increase
in other payables to related parties
|
|
|
5,583,400
|
|
|
|
9,431,152
|
|
Dividends
paid
|
|
|
(12,476,779
|
)
|
|
|
(15,589,825
|
)
|
Proceeds
from exercise of employee share options
|
|
|
747,161
|
|
|
|
1,003,789
|
|
Payments
for acquisition of treasury shares
|
|
|
—
|
|
|
|
(5,333,406
|
)
|
Other
financing activities items
|
|
|
95,694
|
|
|
|
392,109
|
|
|
|
|
|
|
|
|
|
|
Net
cash generated from (used in) financing activities
|
|
|
(6,325,650
|
)
|
|
|
17,384,687
|
|
|
|
|
|
|
|
|
|
|
NET
DECREASE IN CASH
|
|
|
(5,373,995
|
)
|
|
|
(2,721,171
|
)
|
|
|
|
|
|
|
|
|
|
CASH,
AT THE BEGINNING OF THE YEAR
|
|
|
8,533,346
|
|
|
|
11,254,517
|
|
|
|
|
|
|
|
|
|
|
CASH,
AT THE END OF THE YEAR
|
|
$
|
3,159,351
|
|
|
$
|
8,533,346
|
|
(Concluded)
Attachment
4
Advanced
Semiconductor Engineering, Inc.
Table
of Comparison of Procedures for the Acquisition or Disposal of Assets
BEFORE
Amendment
|
AFTER
Amendment
|
Article
8: Procedure for Acquisition or Disposal of Real Property or Equipment
1. Operating procedures
(1) Acquisition or disposal of real property or equipment by the Company shall follow the fixed assets cycle under the Company's
internal control system.
(2)
Degree and levels of authority delegated
a. Acquisition or disposal of real property or equipment shall be submitted for approval according to the Company's internal
levels of authority.
b.
The aforementioned levels of authority of the Company shall be submitted to the board of directors. In order to meet business
needs or specific deadlines, contracts for an amount up to 1% of the Company's net worth as indicated in the latest financial
statements may be entered into with the approval of the chairman and subsequently submitted to be ratified by the next
board meeting.
c.
Acquisition or disposal of assets that are required by the Company Act or other applicable laws to be decided or ratified
by the shareholders meeting or reported to the shareholders meeting shall be completed accordingly.
(3)
Unit responsible for implementation
The
unit responsible for acquisition or disposal of real property and equipment at the Company is the user department and
related authorized units.
2. Appraisal procedure :
(1)
For acquisition or disposal of real property
|
Article
8: Procedure for Acquisition or Disposal of Real Property or Equipment
1. Operating
procedures
(1) Acquisition
or disposal of real property or equipment by the Company shall follow the fixed assets cycle under the Company's internal
control system.
(2)
Degree and levels of authority delegated
a.
Acquisition or disposal of real property or equipment shall be submitted for approval according to the Company's
internal levels of authority.
b.
The aforementioned levels of authority of the Company shall be submitted to the board of directors. In order to meet
business needs or specific deadlines, contracts for an amount up to 1% of the Company's net worth as indicated in
the latest financial statements may be entered into with the approval of the Chairman and subsequently
submitted to be ratified by the next board meeting.
c.
Acquisition or disposal of assets that are required by the Company Act or other applicable laws to be decided or
ratified by the shareholders meeting or reported to the shareholders meeting shall be completed
accordingly.
(3)
Unit responsible for implementation
The
unit responsible for acquisition or disposal of real property and equipment at the Company is the user department and
related authorized units.
2.
Appraisal procedure:
(1) For
acquisition or disposal of real
|
BEFORE
Amendment
|
AFTER
Amendment
|
and
equipment at the Company, the unit responsible for implementation shall draft a capital expenditure plan in advance and perform
a feasibility analysis on the purpose and expected benefits of the acquisition or disposal.
(2)
Means of price determination and supporting reference materials :
a.
Acquisition or disposal of real property shall be based on published value, appraised value, actual sale prices of neighboring
properties, final terms and prices.
b.
Acquisition or disposal of equipment shall be based on negotiation or tender.
3. The Company, when acquiring or disposing of real property or equipment, shall obtain an appraisal report prior to the date of occurrence
of the event from a professional appraiser insofar as such real property or equipment meets prescribed standards.
In acquiring or disposing of
real property or equipment where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or
more, the company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build
on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of
occurrence of the event from a professional appraiser and shall further comply with the following provisions:
(1) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference
basis for the transaction price, the transaction
|
property
and equipment at the Company, the unit responsible for implementation shall draft a capital expenditure plan in advance and perform
a feasibility analysis on the purpose and expected benefits of the acquisition or disposal.
(2)
Means of price determination and supporting reference materials:
a.
Acquisition or disposal of real property shall be based on published value, appraised value, actual sale prices of
neighboring properties, final terms and prices.
b.
Acquisition or disposal of equipment shall be based on negotiation or tender.
3. The
Company, when acquiring or disposing of real property or equipment, shall obtain an appraisal report prior to the date of occurrence
of the event from a professional appraiser insofar as such real property or equipment meets prescribed standards.
In acquiring or disposing of
real property or equipment where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or
more, the company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build
on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of
occurrence of the event from a professional appraiser and shall further comply with the following provisions:
(1) Where
due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for
the transaction price, the transaction
|
BEFORE
Amendment
|
AFTER
Amendment
|
shall
be submitted for approval in advance by the board of directors, and the same procedure shall be followed for any future changes
to the terms and conditions of the transaction.
(2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
(3) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all
the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the
assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal
in accordance with the provisions of the Statement of Auditing Standards No. 20 published by the ARDF of the ROC and render a specific
opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
a. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
b.
The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
(4) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract
execution date; provided that
|
shall be submitted for approval
in advance by the board of directors, and the same procedure shall be followed for any future changes to the terms and conditions
of the transaction.
(2) Where
the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
(3) Where
any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal
results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be
disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance
with the provisions of the Statement of Auditing Standards No. 20 published by the ARDF of the ROC and render a specific opinion
regarding the reason for the discrepancy and the appropriateness of the transaction price:
a.
The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
b. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction
amount.
(4) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the
contract execution date; provided that
|
BEFORE
Amendment
|
AFTER
Amendment
|
where the publicly announced current value for the same period
is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.
|
where the publicly announced current value for the same period
is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.
|
Article
9: Procedure for Acquisition or Disposal of Memberships or Intangible Assets
1.
Appraisal and operating procedures
(1) Acquisition or disposal of memberships or intangible assets by the Company shall follow the investment cycle under the
Company's internal control system.
(2)
Terms and price of transaction, degree and levels of authority delegated
a.
Acquisition or disposal of memberships shall be based on fair market prices to determine the transaction terms and prices,
which will be placed in analysis reports to be approved according to the levels of authority in the Company.
b.
Acquisition or disposal of intangible assets shall be based on expert opinions or fair market prices to determine the
transaction terms and prices, which will be placed in analysis reports to be approved according to the levels of
authority in the Company.
(3)
Unit responsible for implementation
When
acquiring or disposing of a membership or intangible asset, the Company shall follow the decisions approved by the levels of
authority referred to in the preceding paragraph, and assign the user department or the procurement department to execute the
decisions.
2. When acquiring or disposing of memberships
|
Article
9: Procedure for Acquisition or Disposal of Memberships or Intangible Assets
1. Appraisal
and operating procedures
(1)
Acquisition or disposal of memberships or intangible assets by the Company shall follow the investment cycle under the
Company's internal control system.
(2)
Terms and price of transaction, degree and levels of authority delegated
a.
Acquisition or disposal of memberships shall be based on fair market prices to determine the transaction terms and
prices, which will be placed in analysis reports to be approved according to the levels of authority in the
Company.
b.
Acquisition or disposal of intangible assets shall be based on expert opinions or fair market prices to determine the
transaction terms and prices, which will be placed in analysis reports to be approved according to the levels of
authority in the Company.
(3)
Unit responsible for implementation
When
acquiring or disposing of a membership or intangible asset, the Company shall follow the decisions approved by the levels
of authority referred to in the preceding paragraph, and assign the user department or the procurement department to execute
the decisions.
2.
When acquiring or disposing of memberships
|
BEFORE
Amendment
|
AFTER
Amendment
|
or
intangible assets above certain amounts, the Company shall engage a certified public
accountant to render an opinion on the reasonableness of the transaction price.
If
the dollar amount of memberships or intangible assets to be acquired or disposed of by the Company is 20% or more of the Company's
paid-in capital or NT$300 million or more, except in transactions with a government agency, the Company shall engage a certified
public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction
price; the certified public accountant shall comply with the provisions of the Statement of Auditing Standards No. 20 published
by the ARDF of the ROC.
|
or
intangible assets above certain amounts, the Company shall engage a certified public
accountant to render an opinion on the reasonableness of the transaction price.
If
the dollar amount of memberships or intangible assets to be acquired or disposed of by the Company is 20% or more of the Company's
paid-in capital or NT$300 million or more, except in transactions with a government agency, the Company shall engage a certified
public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction
price; the certified public accountant shall comply with the provisions of the Statement of Auditing Standards No. 20 published
by the ARDF of the ROC.
|
Article
13: Operating Procedures for Related Party Transactions
When
the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or
dispose of assets other than real property from or to a related party and the transaction amount reaches 20% or more of
paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of government
bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds, the
Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved
by the board of directors and recognized by the supervisors:
1. The
purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
2. The
reason for choosing the specific related
|
Article
13: Operating Procedures for Related Party Transactions
When
the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or
dispose of assets other than real property from or to a related party and the transaction amount reaches 20% or more of
paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of government
bonds or bonds under repurchase and resale agreements, or subscription or
repurchase
of domestic money market funds
issued by securities investment trust enterprises,
the Company may not proceed to enter into a transaction contract
or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors:
1.
The purpose, necessity, and anticipated benefit of the acquisition or disposal of
assets.
2. The
reason for choosing the specific related party
|
BEFORE
Amendment
|
AFTER
Amendment
|
party as
the trading counterparty.
3.
With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness
of the preliminary transaction terms in accordance with Article 14 and Article 15.
4. The date and price at which the related party originally acquired the real property, the original trading counterparty, and that
trading counterparty's relationship to the Company and the related party.
5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the
necessity of the transaction, and reasonableness of the funds utilization.
6. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
7. Restrictive covenants and other important stipulations associated with the transaction.
The calculation of the transaction
amounts referred to in the preceding paragraph shall be made in accordance with Paragraph 2, Article 31 herein, and "within
the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that
have been approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount.
With respect to the acquisition
or disposal of equipment for business use between the Company and its parent or subsidiaries, if the transaction amount does not
exceed 1% of the Company's net worth as indicated in the latest financial statements, the Chairman of the Board shall be delegated
the authority to decide such matters and the decisions shall be subsequently submitted to and ratified by the next Board of Directors
meeting.
If the Company has created the
position of independent director pursuant to the provisions of the Securities and Exchange Act, and if a matter is
|
as the
trading counterparty.
3. With
respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the
preliminary transaction terms in accordance with Article 14 and Article 15.
4. The
date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading
counterparty's relationship to the Company and the related party.
5. Monthly
cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity
of the transaction, and reasonableness of the funds utilization.
6. An
appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
7. Restrictive
covenants and other important stipulations associated with the transaction.
The calculation of the transaction
amounts referred to in the preceding paragraph shall be made in accordance with Paragraph 2, Article 31 herein, and "within
the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that
have been approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount.
With respect to the acquisition
or disposal of equipment for business use between the Company and its parent or subsidiaries, if the transaction amount does not
exceed 1% of the Company's net worth as indicated in the latest financial statements, the Chairman of the Board shall be delegated
the authority to decide such matters and the decisions shall be subsequently submitted to and ratified by the next Board of Directors
meeting.
If the Company has created the
position of independent director pursuant to the provisions of the Securities and Exchange Act, and if a matter is
|
BEFORE
Amendment
|
AFTER
Amendment
|
submitted for discussion by the
Board of Directors in accordance with the provisions of Paragraph 1 and Paragraph 3, the Board of Directors shall take into full
consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter,
it shall be recorded in the minutes of the Board of Directors meeting.
Where an audit committee has
been established in accordance with the provisions of the Securities and Exchange Act, the matters for which paragraph 1 requires
recognition by the supervisors shall first be approved by more than half of all audit committee members and then submitted to the
board of directors for resolution.
If approval of more than half
of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved
by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board
of directors meeting.
The terms "all audit committee members" in Paragraph
5 and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those
positions.
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submitted for discussion by the
Board of Directors in accordance with the provisions of Paragraph 1 and Paragraph 3, the Board of Directors shall take into full
consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter,
it shall be recorded in the minutes of the Board of Directors meeting.
Where an audit committee has
been established in accordance with the provisions of the Securities and Exchange Act, the matters for which paragraph 1 requires
recognition by the supervisors shall first be approved by more than half of all audit committee members and then submitted to the
board of directors for resolution.
If approval of more than half
of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved
by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board
of directors meeting.
The terms "all audit committee members" in Paragraph
5 and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding
those positions.
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Article
26: Appraisal and operating procedures
When
participating in a merger, demerger, acquisition or transfer of shares, it is advisable for the Company to engage an attorney,
a certified public accountant and an underwriter to jointly develop an estimated schedule for the procedures prescribed
by law, and a task force shall be organized to implement the actions in accordance with these procedures. Furthermore,
prior to convening the Board of Directors meeting to resolve the matter, the Company shall engage a certified public accountant,
attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition
price, or distribution of cash or other property to shareholders, and submit it to the Board of Directors for deliberation
and passage.
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Article
26: Appraisal and operating procedures
When
participating in a merger, demerger, acquisition or transfer of shares, it is advisable for the Company to engage an attorney,
a certified public accountant and an underwriter to jointly develop an estimated schedule for the procedures prescribed by law,
and a task force shall be organized to implement the actions in accordance with these procedures. Furthermore, prior to convening
the Board of Directors meeting to resolve the matter, the Company shall engage a certified public accountant, attorney, or securities
underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or
other property to shareholders, and submit it to the Board of Directors for deliberation and passage.
The requirement for an
opinion of the
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AFTER
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aforesaid experts is waived if the Company
merges with a subsidiary in which it holds 100 percent of its shares or total capital whether directly or indirectly, or if a merger
takes place between subsidiaries in which the Company holds 100 percent of their shares or total capital, whether directly or indirectly.
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Article
31: Public Announcement and Regulatory Filing Procedures
1. Under any of the following circumstances, when acquiring or disposing of assets, the Company shall publicly announce and
report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations
within two days commencing immediately from the date of occurrence of the event:
(1) Acquisition or disposal of real estate from or to a related party, or acquisition or disposal of assets other than real
estate from or to a related party where the transaction amount reaches 20% of the Company's paid-in capital, 10% of the
Company's total assets, or NT$300 million. This excludes trading of government bonds, bond repurchases/ resales, and subscription
or redemption of domestic money market funds.
(2) Engaging in a merger, demerger, acquisition or transfer of shares.
(3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in
Paragraph 2, Article 18 herein.
(4) Where an asset transaction other than any of those referred to in the preceding four subparagraphs or an investment in
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Article
31: Public Announcement and Regulatory Filing Procedures
1.
Under any of the following circumstances, when acquiring or disposing of assets, the Company shall publicly announce and
report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations
within two days commencing immediately from the date of occurrence of the event:
(1) Acquisition or disposal of real estate from or to a related party, or acquisition or disposal of assets other than real
estate from or to a related party where the transaction amount reaches 20% of the Company's paid-in capital, 10% of the
Company's total assets, or NT$300 million. This excludes trading of government bonds, bond repurchases/ resales, and subscription
or
repurchases
of domestic money market funds
issued by securities investment trust enterprises
.
(2)
Engaging in a merger, demerger, acquisition or transfer of shares.
(3) Losses
from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in Paragraph 2, Article
18 herein.
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mainland
China reaches 20% or more of the Company's paid-in capital or NT$300 million; provided, this shall not apply to the following
circumstances:
a.
Trading of government bonds.
b. Trading of government bonds, bonds under repurchase and resale agreements, or subscription or redemption of domestic money
market funds.
c.
Where the type of asset acquired or disposed of is equipment for business use, the trading counterparty is not a related party,
and the transaction amount is less than NT$500 million.
d.
Where the subsidiary of the Company is a professional investment firm and is engaged in securities trading on foreign or domestic
securities exchanges or over-the-counter markets.
e.
Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on
rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or
joint construction and separate sale, and the amount the Company expects to invest in the transaction is less than NT$500 million.
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(4)
Where the type of asset acquired or disposed of is equipment for business use
,
the trading counterparty is not a related party, and the transaction amount is less
than NT$
1 billion
.
(5)
Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build
on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages,
or joint construction and separate sale, and the amount the Company expects to invest in the transaction is less than NT$500 million.
(6)
Where
an asset transaction other than any of those referred to in the preceding
five
subparagraphs or an investment in mainland
China reaches 20% or more of the Company's paid-in capital or NT$300 million; provided, this shall not apply to
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2. The amount of transactions specified in the preceding paragraph shall be calculated as follows:
(1) The amount of any individual transaction.
(2) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty
within the preceding year.
(3) The cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals, respectively)
within the same development project within the preceding year.
(4) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same
security within the preceding year.
3. "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of
the current transaction. Items duly announced in accordance with the provisions herein need not be counted toward the transaction
amount.
4. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month
by itself and any subsidiaries that are not domestic public companies and enter the information in
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the
following circumstances:
a. Trading of government bonds.
b. Bond
repurchases/resales, subscription or
repurchase
of domestic money market funds
issued by securities investment trust
enterprises
.
2. The amount of transactions specified in the preceding paragraph shall be calculated as follows:
(1) The amount of any individual
transaction.
(2) The
cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty
within the preceding year.
(3) The cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals,
respectively) within the same development project within the preceding year.
(4) The
cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security
within the preceding year.
3. "Within the preceding year"
as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced
in accordance with the provisions herein need not be counted toward the transaction amount.
4. The Company shall compile monthly
reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that
are not domestic public companies and enter the information in
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AFTER
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the prescribed format into the
information reporting website designated by the FSC by the 10th day of each month.
5. Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and
reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting
website designated by the FSC within two days commencing immediately from the date of occurrence of the event:
(1) Change, termination or rescission of a contract signed in regard to the original transaction.
(2) The merger, demerger, acquisition or transfer of shares is not completed by the scheduled date set forth in the contract.
(3) Change to the originally publicly announced and reported information.
6. At the time of public announcement, if the Company makes an error or omission in an item required by regulations to be publicly
announced and is therefore required to correct it, all the items shall be again publicly announced and reported in their entirety.
7. When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports
and opinions of the certified public accountant, attorney and securities underwriter at the Company headquarters, where they shall
be retained for five years, except where another act provides otherwise.
8. If a subsidiary of the Company is not a domestic
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the prescribed format into the
information reporting website designated by the FSC by the 10th day of each month.
5. Where any of the following circumstances
occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding
article, a public report of relevant information shall be made on the information reporting website designated by the FSC within
two days commencing immediately from the date of occurrence of the event:
(1) Change, termination or rescission of a contract signed in regard to the original transaction.
(2) The merger, demerger, acquisition or transfer of shares is not completed by the scheduled date set forth in the contract.
(3) Change to the originally publicly announced and reported information.
6. At the
time of public announcement, if the Company makes an error or omission in an item required by regulations to be publicly announced
and is therefore required to correct it, all the items shall be again publicly announced and reported in their entirety
within
two days of such error or omission becoming known to the Company.
7. When acquiring
or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and opinions
of the certified public accountant, attorney and securities underwriter at the Company headquarters, where they shall be retained
for five years, except where another act of law provides otherwise.
8. If a subsidiary of the Company is not a domestic
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publically-listed
company and the acquisition or disposal of the assets by the subsidiary meets the above public announcement and regulatory filing
requirements, the Company shall conduct the public announcement and regulatory filing on its behalf. However, the "20% of
paid-in capital or 10% of total assets" requirement that is applicable to the subsidiary's public announcement and regulatory
filing refers to the Company's paid-in capital or total assets.
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publically-listed company, and its acquisition or disposal of
assets by the subsidiary meets the standard for filing of public notice under the
"Regulations Governing the Acquisition
and Disposal of Assets by Public Companies"
, the Company shall undertake public announcement and notice on its behalf
.
With regard to the threshold for announcement or reporting by subsidiaries prescribed above, the "20% of paid-in capital or
10% of total assets" requirement refers to the Company's paid-in capital or total assets.
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