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))

 

 

 

Republic of China    N/A

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

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:

 

Joseph Tung

ASE Technology Holding Co., Ltd.

Room 1901, No. 333, Section 1, Keelung Rd.

Taipei, 110,

Taiwan, Republic of China

(+886) 2-6636-5678

  

James C. Lin, Esq.

Davis Polk & Wardwell LLP

c/o 10th Floor, The Hong Kong Club Building

3A Chater Road

Hong Kong

(+852) 2533-3300

 

 

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.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

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

 

Item 3.

Incorporation of Documents by Reference

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

 

  (a)

the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 10, 2023; and

 

  (b)

the description of common shares and American depositary shares of the Registrant contained under the headings “Description of HoldCo Common Shares” and “Description of HoldCo American Depositary Shares” in the registration statement on Form F-4 (File No. 333-214752) of Advanced Semiconductor Engineering, Inc.’s, the predecessor company of the Registrant, filed with the Commission on January 16, 2018, including any amendment or report filed for the purpose of updating such description.

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.

 

Item 4.

Description of Securities

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel

Not applicable.

 

Item 6.

Indemnification of Directors and Officers

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.

 

Item 7.

Exemption from Registration Claimed

Not applicable.


Item 8.

Exhibits

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

 

Item 9.

Undertakings

(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.

 

ASE TECHNOLOGY HOLDING CO., LTD.
By:  

/s/ Joseph Tung

Name:   Joseph Tung
Title:   Chief Financial Officer


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

  

Title

 

Date

/s/ Jason C.S. Chang

   Director and Chairman   October 27, 2023
Jason C.S. Chang    (principal executive officer)  

/s/ Richard H.P. Chang

   Director, Vice Chairman and President   October 27, 2023
Richard H.P. Chang     

/s/ Chi-Wen Tsai

   Director; Chairman and President, SPIL   October 27, 2023
Chi-Wen Tsai     

/s/ Yen-Chun Chang

   Director; Chief Operating Officer, SPIL   October 27, 2023
Yen-Chun Chang     

/s/ Tien Wu

   Director and Chief Operating Officer   October 27, 2023
Tien Wu     

/s/ Joseph Tung

   Director and Chief Financial Officer   October 27, 2023
Joseph Tung    (principal financial officer)  

/s/ Raymond Lo

   Director; General Manager, Kaohsiung packaging facility   October 27, 2023
Raymond Lo  

/s/ Tien-Szu Chen

  

Director; General Manager, ASE Inc.

Chung-Li branch

  October 27, 2023
Tien-Szu Chen  

/s/ Jeffrey Chen

  

Director; Chairman, Universal Scientific Industrial

(Shanghai) Co., Ltd.

  October 27, 2023
Jeffrey Chen  

/s/ Rutherford Chang

  

Director; General Manager,

China Region of ASE Inc.

  October 27, 2023
Rutherford Chang  

/s/ Shen-Fu Yu

   Independent Director   October 27, 2023
Shen-Fu Yu     


Signature

  

Title

 

Date

/s/ Mei-Yueh Ho

   Independent Director   October 27, 2023
Mei-Yueh Ho     

/s/ Wen-Chyi Ong

   Independent Director   October 27, 2023
Wen-Chyi Ong     


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.

 

PUGLISI & ASSOCIATES
By:  

/s/ Donald J. Puglisi

Name:   Donald J. Puglisi
Title:   Managing Director


EXHIBIT INDEX

 

Exhibit No.   

Description

4.1    Articles of Incorporation of the Registrant (English translation) (incorporated by reference to Exhibit 4.1 to the registration statement on Form S-8 (File No. 333-263006) filed with the Securities and Exchange Commission on February 25, 2022).
4.2    Deposit Agreement dated April  30, 2018 by and among the Registrant, Citibank, N.A., as Depositary, and the Holders and Beneficial Owners of American Depositary Shares issued thereunder (incorporated by reference to Exhibit 2(a) to the annual report on Form 20-F (File No. 001-16125) for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 31, 2020).
5.1*    Opinion of Baker & McKenzie, Taipei, R.O.C. counsel to the Registrant, as to the legality of the securities being registered.
23.1*    Consent of Deloitte & Touche, independent registered public accounting firm.
23.2*    Consent of Baker & McKenzie, Taipei (included in Exhibit 5.1).
23.3*    Consent of PricewaterhouseCoopers, independent registered public accounting firm.
24.1*    Power of Attorney (included in the signature pages hereof).
99.1*    ASE Technology Holding Co., Ltd. 2023 Employee Stock Option Plan (English translation).
107*    Filing fee table

 

*

Filed herewith

Exhibit 5.1

 

LOGO  

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

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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

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Frankfurt/Main

Geneva

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Jeddah*

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Kyiv

London

Luxembourg

Madrid

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Moscow

Munich

Paris

Prague

Riyadh*

Rome

St. Petersburg

Stockholm

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The Americas

Bogota

Brasilia**

Buenos Aires

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Dallas

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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.


LOGO

 

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


LOGO

 

Our opinion is subject to the qualification that:

 

  (i)

The exercise of any rights may not be repugnant to public interests or have a primary purpose to harm another person, and that rights must be exercised in good faith.

 

  (ii)

No liability arising from a willful act or gross negligence may be disclaimed in advance.

 

  (iii)

Enforcement of rights for claims in relation to the subscription rights under the ESOP and Resolution is subject to applicable statutes of limitations under the laws of the ROC.

 

  (iv)

Under the Code of Civil Procedure, a party to the litigation has the right to dispute at the oral proceeding the fact alleged by the opposing party, and the court has discretionary power to admit or rule out the evidence. Any determination, certificate or other matters stated in the Resolutions to be conclusive may, nevertheless, be subject to review by the court.

 

  (v)

The exercise of any rights may be limited by laws relating to reasonableness, good faith, public order and good morals and the limitation of actions, and failure to exercise any right may constitute a waiver of that right against all obligors.

 

  (vi)

Judgment on a claim in relation to the subscription rights under the ESOP; the New Shares or the Resolution may be rendered in United States dollars but such judgment may be satisfied by the payment of an amount in New Taiwan Dollars equivalent to the amount of the judgment (determined on the date of satisfaction of the judgment).

 

  (vii)

The Company is required to obtain the approval of the Central Bank of the Republic of China (Taiwan) at the time conversion is sought in order to convert New Taiwan Dollars in the equivalent of more than US$50,000,000 into foreign currency in any year.

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


LOGO

 

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.

 

Very truly yours,

/s/ Baker & McKenzie, Taipei

Baker & McKenzie, Taipei

 

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

 

LOGO

ASE Technology Holding Co., Ltd.

2023 Employee Stock Option Plan

(Translation of Chinese)

 

1.

Purpose

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.

 

2.

Issue Period

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”).

 

3.

Qualifications and Approval Process of Employees

 

  (1)

The Plan applies only to full-time employees of the Company and the company in which the Company directly or indirectly holds more than 50 percent (50%) of the shares.

 

  (2)

The Chairman shall nominate and submit the distribution standards to the Board of Directors of the Company for approval the employees who are entitled to Options and the number of the Options to be granted to him/her based on the following factors such as his/her seniority, ranking, performance, over-all contribution (including possible contribution in the future), or special achievement, etc; provided that the employee who holds the position of managerial officer of the Company or a director of the Company who is also a full-time employee referred to in Section 3 (1) above shall first be submitted to the Compensation Committee of the Company for approval; provided that the employee, referred to in item 3 (1) above who holds neither the position of managerial officer of the Company nor director of the Company shall first be submitted to the Audit Committee of the Company for approval.


  (3)

Where the Company issues employee stock options under Paragraph 1, Article 56-1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the cumulative number of shares subscribable by a single employee of the employee stock options, in combination with the cumulative number of new restricted employee shares obtained by the single employee, may not exceed 0.3 percent (0.3%) of the total issued and outstanding shares of the Company. And the above in combination with the cumulative number of shares subscribable by the single employee of employee stock options issued by the Company under Paragraph 1, Article 56 thereof may not exceed 1 percent (1%) of the total issued and outstanding shares of the Company.

 

4.

Total Number of Options to be Granted

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.

 

5.

Terms and Conditions

 

  (1)

Exercise Price

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.

 

  (2)

Vesting Schedule

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.

 

Numbers of Years after the

Issue Date

   Accumulated Percentage of Options
Exercisable
 

2 years

     40

2.5 years

     50

3 years

     60

3.5 years

     70

4 years

     80

4.5 years

     90

5 years

     100


  (3)

The Company shall have the right to revoke and cancel any Option, which is not exercisable, granted to an employee if he/she violates the employment contract or work rules of the Company.

 

  (4)

Type of Shares Underlying the Options

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

 

  (5)

If an employee’s employment is terminated, he/she shall exercise options in accordance with the following provisions:

 

  a.

Voluntary Resignation, Lay-off and Unemployment

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.

 

  b.

Retirement

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

 

  c.

On Leave Without Pay

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.

 

  d.

Death

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.

 

  e.

Death or Disability Caused by Injury in Work

 

  (a)

Except being subject to the Waiting Period, all Options are exercisable upon the unemployment of the employee due to any disability caused by injury at work, regardless of the schedule set forth in Paragraph 5(2) above.


  (b)

Except being subject to the Waiting Period, all Options are exercisable by the heir(s) upon the death of the employee caused by injury at work, regardless of the schedule set forth in Paragraph 5(2) above.

 

  f.

Transfer to Affiliates

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.

 

  g.

If the employee or his/her heir(s) fail to exercise the Options within the periods set forth above, the unexercised Options shall expire and become invalid.

 

  (6)

Elapsed Stock Options

Any Option that elapses shall be cancelled.

 

6.

Underlying Shares

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

 

7.

Adjustments of the Exercise Price

 

  (1)

The exercise price of the Options shall be subject to adjustment in accordance with the following formula (to the nearest NT$0.1 with NT$0.05 being rounded up to the next NT$0.1) upon any changes in Company’s outstanding common shares resulting from capitalization of retained earnings, capitalization of capital reserves or from stock split:

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).

 

  (2)

The exercise price of the Options shall be subject to adjustment in accordance with the following formula (to the nearest NT$0.1 with NT$0.05 being rounded up to the next NT$0.1) upon the Company distributes cash dividends on common shares.


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

 

  a.

The market price per common share set forth in this Paragraphs 7(2) shall be the simple arithmetic averages of the closing prices of the Company’s common shares of either one (1), three (3), or five (5) business days immediately prior to the record date as announced by the Company to close Company’s shareholders’ registry for distribution of cash dividends.

 

  b.

In the circumstance of distribution of cash dividends and stock dividends (including capitalization of retained earnings or capital reserves) simultaneously, the exercise price shall be subject to adjustment to reflect cash dividend amount first, then subject to adjustment to reflect stock dividend amount.

 

  (3)

The exercise price of the Options shall be subject to adjustment in accordance with the following formula (to the nearest NT$0.1 with NT$0.05 being rounded up to the next NT$0.1) upon any decrease in Company’s common shares resulting from the capital reduction (except for those in connection with the cancellation of treasury stocks):

 

  a.

Capital Reduction to offset Company’s losses:

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

 

  b.

Capital Reduction and Cash Distribution:

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

 

*

The number of outstanding common shares set forth in this Paragraph 7 shall not include outstanding convertible bonds, and shall deduct the number of treasury stocks yet to be transferred or cancelled.

 

8.

Procedures for Exercising Options

 

  (1)

Except during a period in which the Company’s shareholders’ registry is closed as required by relevant laws and regulations and the period from three (3) business days prior to the date of public announcement to close Company’s shareholders’ registry for distribution of free stock dividends, distribution of cash dividends or subscription of new shares in rights issue filed with the Taiwan Stock Exchange to the record date, employees may exercise the Options in accordance with the Plan by submitting a written notice (the “Exercise Notice”) to the Company.

 

  (2)

The Company shall inform the employee to make payments for the exercised Options to a designated bank upon the receipt of the Exercise Notice. The Exercise Notice shall not be withdrawn once the payment has been made.

 

  (3)

The Company shall, upon confirmation of payment(s), instruct its stock affairs agent to register the employee and the number of shares subscribed by him/her by way of exercise of the Options onto the Company’s shareholders’ registry and shall, within five (5) business days, issue common shares of the Company to such employee through central depositary clearance system. However, if the employee opts to defer assessment of the taxable income on shares received on exercise of the Options according to the law, the Company shall deposit such shares to the Company’s custodial book-entry account registered in the employee’s name. The relevant operations shall be handled in accordance with the Company’s internal procedures and relevant laws and regulations.

 

  (4)

The above common shares are tradable on the Taiwan Stock Exchange upon delivery to the employee.

 

  (5)

The Company will register change of capital for exercised Options with the competent authority in fifteen (15) days following the end of each quarter.

 

9.

Rights and Obligations after Exercising Options

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

 

10.

Confidentiality

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.


11.

Miscellaneous

 

  (1)

The Plan, and its amendments before issuance, shall be executed upon obtaining approval from the Company’s Board of Directors and the effective registration with the competent authority.

 

  (2)

Any other matter not set forth in the Plan shall be dealt with in accordance with the applicable laws and regulations.

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

 

               
Security Type  

Security

Class

Title(1)

 

Fee

Calculation

Rule

 

Amount

Registered(2)

  Proposed
Maximum
Offering
Price Per
Unit
 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration

Fee(4)

               
Equity   Common Shares, par value NT$10.00 per share   Rule 457(h)   150,000,000(3)   $3.31(3)   $496,500,000(3)   $0.0001476   $73,283.40
           
Total Offering Amounts   150,000,000     $496,500,000     $73,283.40
           
Total Fee Offsets          
           
Net Fee Due                   $73,283.40

 

(1)

This registration statement on Form S-8 (this “Registration Statement”) covers common shares, par value NT$10.00 per share (“Shares”), of ASE Technology Holding Co., Ltd. (the “Company” or the “Registrant”), which are represented by American depositary shares (“ADSs”), with each ADS representing two Shares. The ADSs issuable upon deposit of the Shares have been registered under a separate registration statement on Form F-6.

 

(2)

This Registration Statement covers Shares (i) issuable pursuant to the ASE Technology Holding Co., Ltd. 2023 Employee Stock Option Plan (the “Plan”) and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional Shares that become issuable under the Plan by reason of any stock dividend, stock split, or other similar transaction.

 

(3)

Represents Shares which are issuable upon the exercise of outstanding options previously granted under the Plan as of the date of this Registration Statement. The per share and aggregate offering prices are calculated based on the weighted average of the exercise price of options which have been already granted and are outstanding under the Plan in accordance with Rule 457(h) under the Securities Act. For the purpose of calculating the per share and aggregate offering prices, New Taiwan dollar amounts were translated into U.S. dollars at a rate of NT$32.3600 to US$1.00, the exchange rate as set forth in the H.10 weekly statistical release of the Federal Reserve System of the United States on October 20, 2023.

 

(4)

Rounded up to the nearest penny.


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