Report of Foreign Issuer (6-k)
December 12 2019 - 7:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
December
12, 2019
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Commission
File Number 001-16125
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ASE Technology
Holding Co., Ltd.
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(Translation of registrant’s name into English)
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26
Chin Third Road
Nantze
Export Processing Zone
Kaoshiung,
Taiwan
Republic
of China
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(Address
of principal executive offices)
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Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document
that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant
is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the
home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a
press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing
a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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.
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ASE TECHNOLOGY HOLDING CO., LTD.
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Date: December 12, 2019
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By:
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/s/ Joseph Tung
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Name: Joseph Tung
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Title: Chief Financial Officer
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Below is the English version
of our TWSE MOPS filings on December 12, 2019.
SEQ_NO: 1
Date of announcement: 2019/12/12
Time of announcement: 18:51:15
Subject: On behalf of Universal
Scientific Industrial (Shanghai) Co., Ltd.("USI") announces that USI proposes to indirectly acquire 100% equity in Financière
AFG S.A.S. ("FAFG")
Date of events: 2019/12/12
To which item it meets: paragraph
20
Statement:
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1.
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Name and nature of the
subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g.dividend yield):100% shares
of Financiere AFG S.A.S. (”FAFG”). FAFG is a holding company which holds 99.99% shares of Asteelflash Group S.A.(”AFG”).
AFG is a global electronic manufacture service (”EMS”) company with the head office located in France.
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2.
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Date of occurrence of the
event:2019/12/12
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3.
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Volume, unit price, and
total monetary amount of the transaction:USI's wholly owned subsidiary, Universal Scientific Industrial(France), will pay approximately
US$ 403,125,000(The final transaction price is determined after adjustment according to the method agreed in the Share Purchase
Agreement) to obtain 71,530,174 shares of FAFG (approximately 89.6% of the issued shares of FAFG) and USI will issue approximately
26,938,000 new shares (issue price of RMB 12.81 per share) in exchange for 8,317,462 shares of FAFG (approximately 10.4% of the
issued shares of FAFG).
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4.
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Counterparty to the trade
and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party
of the Company, the name of the trading counterpart is not required to be disclosed):Neither FAFG nor its shareholders is a related
party of USI.
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5.
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Where the counterpart to
the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as
trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart),
price of transfer, and date of acquisition: NA
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6.
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Where a person who owned
the property within the past five years has been an actual related person of the company, a public announcement shall also include
the dates and prices of acquisition and disposal by the
related person and the person’s relationship to the company at those times: NA
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7.
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Matters related to the
creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights; if the creditor's
rights are creditor's rights toward a related person, the name of the related person and the book amount of the creditor's rights
toward such related person currently being disposed of must also be announced): NA
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8.
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Anticipated profit or loss
from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition
shall be stated and explained): NA
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9.
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Terms of delivery or payment
(including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:Completion
of the transaction will be subject to the approvals of antitrust authorities of the US, PRC and European Commission and Taiwan
Fair Trade Commission (if required) and other relevant competent authorities.
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10.
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The manner in which the
current transaction was decided, the reference basis for the decision on price, and the decision-making department: 1. USI’s
board meeting for approval 2. CPA issued an opinion on the reasonableness of the transaction price.
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11.
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Net worth per share of
the underlying securities acquired or disposed of: NT$ 122.00
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12.
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Current cumulative volume,
amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction
of rights (e.g.pledges): USI contemplates to, through its indirectly wholly owned subsidiary Universal Scientific Industrial (France),
pay approximately US$403,125,000 and issues approximately 26,938,000 new shares of USI (issue price of RMB 12.81 per share) to
acquire 100% of FAFG's issued shares (79,847,636 shares). The shareholder's rights under the FAFG's shares are not subject to
any restriction.
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13.
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Current ratio of long or
short term securities investment (including the current trade) to the total assets and shareholder's equity as shown in the most
recent financial statement and the operating capital as shown in the most recent financial statement: Ratio of securities investment
to total assets: 16.11% Ratio of securities investment to shareholder's equity: 23.57% Operating capital: NT$ -44,052,837
thousands
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14.
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Broker and broker's fee:None
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15.
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Concrete purpose or use
of the acquisition or disposal:To expedite USI's global expansion, reinforce products and customer structure and increase the
types of product and customer base to achieve the reasonable layouts of production base.
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16.
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Do the directors have any
objection to the present transaction?:None
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17.
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Is it a related party transaction?:No
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18.
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Date of the board of directors’resolution:NA
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19.
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Date of the recognition
of the supervisors or the board of independent directors’resolution: NA
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20.
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Has the CPA issued an opinion
on the unreasonableness of the price of the current transaction?: No
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21.
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Name of the CPA firm:Yangtze
CPAs and Co.
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22.
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Name of the certifying
CPA:Stan Hu
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23.
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The practice
certificate number of the CPA:Taichung CPA Association member certificate number: Zhong-Zi-Kuai-Zheng-Zi
No. 0191
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24.
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Any other matters
that need to be specified:The matters in relation to the present transaction that USI
are required to disclose pursuant to the regulations of Shanghai Stock Exchange are available
at the website of Shanghai Stock Exchange.
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