ASX ASE Technology Holding Co Ltd

As filed with the Securities and Exchange Commission on October 27, 2023

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ASE Technology Holding Co., Ltd.

(Exact name of registrant as specified in its charter (English translation))

26, Chin 3rd Road

Nanzih District

Kaohsiung, Taiwan

Republic of China

(Address of Principal Executive Offices)

ASE Technology Holding Co., Ltd. 2023 Employee Stock Option Plan

(Full Title of the Plan)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

(302) 738-6680

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

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Item 1 and Item 2 of Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this registration statement on Form S-8 (this “Registration Statement”) in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 have been or will be delivered to the participants in the incentive plan covered by this Registration Statement (the “Plan”) as required by Rule 428(b)(1) under the Securities Act. These documents, which include the statement of availability required by Item 2 of Part I of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Not applicable.

Not applicable.

The relationship between the Registrant and its directors and officers is governed by the Republic of China (“R.O.C.”) Civil Code, the R.O.C. Company Law and the Registrant’s Articles of Incorporation. There is no written contract between the Registrant and its directors and officers governing the rights and obligations of such parties. Under Section 10, Chapter 2, Book II of the R.O.C. Civil Code, each person who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of the Registrant, in the absence of willful misconduct or negligence on the part of such person in connection with such person’s performance of duties as a director or officer, as the case may be, may be indemnified and held harmless by the Registrant to the fullest extent permitted by applicable law. In addition, the Registrant has obtained an insurance policy which provides liability coverage, including coverage for liabilities arising under the U.S. federal securities laws, for directors and officers and which contains certain exceptions and exclusions.

Not applicable.

The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) to include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Taipei, Taiwan, Republic of China, on October 27, 2023.

POWER OF ATTORNEY

Know all persons by these presents, that each person whose signature appears below, constitutes and appoints each of Jason C.S. Chang and Joseph Tung as his or her true and lawful attorney-in-fact and agent, upon the action of such appointee, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys-in-fact and agents may deem necessary or advisable in order to enable ASE Technology Holding Co., Ltd. to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the filing with the Commission of this registration statement under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such registration statement, and any amendments to such registration statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the registrant, has signed this registration statement or amendment thereto in Newark, Delaware, on October 27, 2023.

EXHIBIT INDEX

Exhibit 5.1

				Baker & McKenzie 國際通商法律事務所   15F, 168 Dunhua North Road Taipei 10548, Taiwan 臺北市10548敦化北路168號15樓   Tel: +886 2 2712 6151 Fax: +886 2 2712 8292 taipei@bakermckenzie.com www.bakermckenzie.com
Asia Pacific Bangkok Beijing Brisbane Hanoi Ho Chi Minh City Hong Kong Jakarta Kuala Lumpur* Manila* Melbourne Seoul Shanghai Singapore Sydney Taipei Tokyo Yangon   Europe, Middle East & Africa Abu Dhabi Almaty Amsterdam Antwerp Bahrain Baku Barcelona Berlin Brussels Budapest Cairo Casablanca Doha Dubai Dusseldorf Frankfurt/Main Geneva Istanbul Jeddah* Johannesburg Kyiv London Luxembourg Madrid Milan Moscow Munich Paris Prague Riyadh* Rome St. Petersburg Stockholm Vienna Warsaw Zurich   The Americas Bogota Brasilia** Buenos Aires Caracas Chicago Dallas Guadalajara Houston Juarez Lima Mexico City Miami Monterrey New York Palo Alto Porto Alegre** Rio de Janeiro** San Francisco Santiago Sao Paulo** Tijuana Toronto Valencia Washington, DC   *   Associated Firm **   In cooperation with Trench, Rossi e Watanabe Advogados		October 27, 2023   ASE Technology Holding Co., Ltd. 26, Chin 3rd Road Nanzih District Kaohsiung, Taiwan Republic of China   Re: Registration Statement on Form S-8 of ASE Technology Holding Co., Ltd.   Ladies and Gentlemen:   We act as the special Republic of China (the “ROC”) counsel to you, ASE Technology Holding Co., Ltd. (“you” or the “Company”) in connection with your filing with the United States Securities and Exchange Commission a Registration Statement on Form S-8 (the “Registration Statement”) under the United States Securities Act of 1933, as amended (the “Securities Act”) on October 27, 2023 for the registration of the issuance of a certain number of shares of common stock, par value NT$10 per share, of the Company (the “New Shares”) under the Company’s 2023 Employee Stock Option Plan (the “ESOP”).   In rendering this opinion, we have examined the originals or copies of the following documents:   (i) the resolution made at the meeting of the board of directors of the Company held on February 21, 2023 (the “Resolution”),   (ii)  the Articles of Incorporation as amended on August 12, 2021 and the corporate registration card dated July 24, 2023 of the Company,   (iii)  the public records of the Company made available at the website of the ROC Ministry of Economic Affairs (“MOEA”) on October 27, 2023, and   (iv) Registration Statement, which constitutes a prospectus of the Company under the Securities Act, with respect to the general description of the ESOP

Baker & McKenzie, a Taiwanese Partnership, is a member of Baker & McKenzie International, a Swiss Verein.

We have also examined the relevant laws and regulations of the ROC and originals or copies of such other documents, agreements and instruments as we have deemed necessary as a basis for the opinions hereinafter expressed. During our review of the above documents, we have (i) relied on such statements as to factual matters made in the Resolution, (ii) assumed that all documents we received from the Company are final documents, as may be amended or supplemented prior to the date that New Shares are issued, and (iii) made such investigation as we have deemed necessary as a basis for the opinions hereinafter expressed.

To the extent that the obligations of the Company under the Resolutions may be dependent upon such matters, we have assumed for purposes of this opinion that (i) your corporate registration is not subject to cancellation or revocation as a result of having submitted forged or altered documents in your application for registration of its company incorporation, (ii) your public records made available at the website of the MOEA are a full, current and correct record of the corporate status of you at the time of our search, (iii) all factual statements made in the documents submitted to us are correct and complete and that such documents are not void and have not been amended, superseded, revoked or revised in any manner, and (iv) the minute of the Resolution is the full records of resolutions passed at meetings duly convened and held by the shareholders or the board of the directors of the Company, as the case may be.

In our examination, we have assumed the genuineness of the signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies and the legal capacity of all individuals executing those documents.

We are opining herein as to the effect on the subject transaction only of the present laws and regulations of the ROC, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

Based upon the foregoing, and subject to the assumptions and qualifications herein contained, we are of the opinion that, as of the date hereof:

(1) the Company has been duly incorporated and is validly existing under the laws of the ROC as a company limited by shares; and

(2) the New Shares (initially in the form of the certificate of payment) have been duly authorized and, when delivered to and paid for by the persons who have been granted with such New Shares under the ESOP, will be validly issued, fully paid and non-assessable. For the purposes of this opinion, the term “non-assessable” in relation to shares of capital stock of the Company under ROC law means that no calls for further payment can be made upon such capital stock or upon any holders of such capital stock solely by reason of their ownership thereof.

2

Our opinion is subject to the qualification that:

Our opinion is rendered as of the date hereof based on the ROC laws and the facts existing on the date hereof. We express no opinion on any issue relating to the ROC tax consequences in relation to the subscription rights under the ESOP and New Shares other than those set forth in the Registration Statement and herein. Our opinion does not address any non-ROC tax consequences that may result from the transactions described in the Registration Statement. An opinion of counsel is not binding on the ROC tax authorities or the courts, and there can be no assurance that the ROC tax authorities or a court will not take a contrary position or that such contrary position will not be upheld.

3

Whenever a statement or opinion herein with respect to the existence or absence of facts is indicated to be based on “our knowledge” or a similar phrase, it is intended to indicate to signify that attorneys in our office who have devoted substantive attention to this matter have acquired actual knowledge of the existence or absence of such facts. We have not undertaken any independent investigation to determine the accuracy of any such statement or opinion, and no inference that we have any knowledge of any matters bearing on the accuracy of such statement or opinion should be drawn from our representation of the Company.

This opinion is rendered only to the Company and is solely for benefit of the Company in connection with the transaction contemplated by the Form S-8. Except for being furnished to the respective officers and employees of the Company, this opinion may not be relied upon by the Company for any other purpose, or furnished to, quoted to, relied upon, or otherwise referred to by any other person, firm or corporation for any purpose, without our express prior written consent, save to the extent required to be disclosed by law or any regulatory or governmental authority or any court, provided that such disclosure does not entitle the recipients to rely on this opinion.

Subject to the qualification hereof, we hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we fall within the category of person whose consent is required under Section 7 of the Securities Act or the regulations promulgated thereunder.

This opinion is given by the Taipei office of Baker & McKenzie (國際通商法律事務所), a Taiwanese partnership, and not on behalf of any other member or affiliated firm of Baker & McKenzie, a Swiss Verein.

4

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of ASE Technology Holding Co., Ltd. of our report dated March 20, 2023, relating to the consolidated financial statements of ASE Technology Holding Co., Ltd. and its subsidiaries (the “Group”) (which report expresses an unqualified opinion based on our audit) and the effectiveness of the Group’s internal control over financial reporting (which report also expresses an unqualified opinion based on our audit), appearing in the Annual Report on Form 20-F of ASE Technology Holding Co., Ltd. for the year ended December 31, 2022.

/s/ Deloitte & Touche

Taipei, Taiwan

Republic of China

October 27, 2023

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ASE Technology Holding Co., Ltd. (the “Company”) of our report dated March 16, 2022 relating to the financial statements of Siliconware Precision Industries Co., Ltd., which appears in the Company’s annual report on Form 20-F for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers, Taiwan

Taipei, Taiwan

Republic of China

October 27, 2023

Exhibit 99.1

ASE Technology Holding Co., Ltd.

2023 Employee Stock Option Plan

(Translation of Chinese)

The 2023 Employee Stock Option Plan (the “Plan”) of ASE Technology Holding Co., Ltd. (the “Company”) is made for the purposes of attracting professionals needed by the Company, encouraging employees, increasing employees’ recognition of the Company and creating more profits for the Company and its shareholders. The Plan is made in compliance with Article 28-3 of the Securities and Exchange Act, the Regulations Governing the Offering and Issuance of Securities by Securities Issuers promulgated by the Financial Supervisory Commission, and relevant laws and regulations.

Within two (2) years from the date on which the report of the Plan is filed with the competent authority becomes effective (the “Effective Date”), the Company may, depending on actual needs, issue the options covered herein (the “Options”) in one or more tranches. The actual issue date(s) will be determined by the Chairman of the Board of Directors of the Company (the “Chairman”).

The total number of Options to be issued under the Plan shall be one hundred fifty million (150,000,000). Each Option is entitled to subscribe one (1) new common share of the Company. The total number of new common shares of the Company to be issued for the Options shall be one hundred fifty million (150,000,000) shares.

The exercise price of the Options shall be at least no less than the closing price of the Company’s common shares on the date that the Options are issued.

The Options will expire at the end of the tenth year from the issue date (the “Expiry Date”). The Options may not be transferred, except by inheritance. If the employee or his/her heir(s) is unable to exercise the Options before the Expiry Date, such Options shall elapse and be cancelled.

The Options shall become exercisable from the date two (2) years after the issue date thereof (the “Waiting Period”), and the percentage of exercisable Options in different time periods are set forth below.

The underlying shares of the Options should be the common share of the Company.

Exercisable Options can be still exercised within three (3) months after the termination of employment relationship. Non-exercisable Options shall be cancelled immediately on the termination date.

Exercisable Options can be exercised before the Expiry Date of the Options. Non-exercisable Options shall be cancelled immediately on the retirement date.

In case the employee is approved to be on leave without pay, exercisable Options can be exercised within three (3) months from the effective date of the leave. If Options are not exercised within such three-month period, the Options cannot be exercised until the employee’s reinstatement. With respect to non-exercisable Options, the calculation of years and percentages as set forth in Paragraph 5(2) above shall suspend during the period of leave and shall be resumed after the employee’s reinstatement, subject to the ten-year period set forth in Paragraph 5(2) above.

If the employee’s employment with the Company or its subsidiaries is terminated by reason of death, the employee’s heir(s) shall have the right to exercise the Options having been granted to the said employee. Except being subject to the Waiting Period, all such Options are exercisable, regardless of the schedule set forth in Paragraph 5(2) above.

In case that the employee is transferred to an affiliate of the Company due to business requirements, the rights and obligations of the Options having been granted to such employee shall not be affected by such transfer.

Any Option that elapses shall be cancelled.

The Company will issue new common shares as the underlying shares.

NEP = OEP x [N] / [N + n]

Where NEP = New Exercise Price, the exercise price after adjustment

OEP = Old Exercise Price, the exercise price before adjustment

N = the number of outstanding common shares

n = the number of newly issued common shares

Except in the circumstances set forth in Paragraphs 7(1) above, the exercise price shall not be subject to adjustment in the case of issuance of new common shares for other purposes (including issuance of new common shares due to conversion of securities which are convertible to common shares, exercises of stock options, employees bonus, restricted stock awards, cash capital increase, mergers or acquisition of shares of another company, and increasing capital for cash for sponsoring the issuance of overseas depositary receipts).

NEP = OEP x(1-D/M)

Where NEP = New Exercise Price, the exercise price after adjustment

OEP = Old Exercise Price, the exercise price before adjustment

D = cash dividend per common share

M = the market price per common share

NEP = OEP x [N of pre-capital reduction] / [N of post-capital reduction]

Where NEP = New Exercise Price, the exercise price after adjustment

OEP = Old Exercise Price, the exercise price before adjustment

N = the number of outstanding common shares

NEP = OEP x [1-R/C] x [N of pre-capital reduction] / [N of post-capital reduction]

Where NEP = New Exercise Price, the exercise price after adjustment

OEP = Old Exercise Price, the exercise price before adjustment

R = amount of cash distribution per share

C = closing price on the last trading day before the issuance of the new replacement shares

N = the number of outstanding common shares

Common shares delivered after Options are exercised shall have the same rights, obligations and privileges as common shares of the Company.

After an employee has been granted Options, unless otherwise requested by the competent authorities or laws and regulations, the employee shall keep confidential the relevant content of Options and the number of Options being granted. In case of violation of the confidentiality liability, the Company may act in accordance with Paragraph 5(3) above.

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

ASE Technology Holding Co., Ltd.

(Exact Name of Registrant as Specified in its Charter (English Translation))

Table 1: Newly Registered Securities