ASX ASE Technology Holding Co Ltd

As filed with the Securities and Exchange Commission on August 15, 2024 

Registration No. 333- 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

 
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 (State or other jurisdiction of incorporation or organization)		N/A (I.R.S. Employer Identification No.)
	26, Chin 3rd Road Nanzih District Kaohsiung, 811, Taiwan Republic of China (Address of Principal Executive Offices)

ASE Technology Holding Co., Ltd. 2024 Restricted Stock Awards 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 ☐ (Do not check if a smaller reporting company)	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, 2023 filed with the Commission on April 3, 2024; 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 August 15, 2024.

 

	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	August 15, 2024
Jason C.S. Chang	(principal executive officer)
/s/ Richard H.P. Chang	Director, Vice Chairman and President	August 15, 2024
Richard H.P. Chang
/s/ Tien Wu	Director and Chief Operating Officer	August 15, 2024
Tien Wu
/s/ Joseph Tung	Chief Financial Officer	August 15, 2024
Joseph Tung	(principal financial officer)
/s/ Jeffrey Chen	Director; Chairman, Universal Scientific Industrial (Shanghai) Co., Ltd.	August 15, 2024
Jeffrey Chen
/s/ Rutherford Chang	Director; General Manager, China Region of ASE Inc.	August 15, 2024
Rutherford Chang
/s/ Andrew Tang	Director and Chief Procurement Officer	August 15, 2024
Andrew Tang
/s/ Shen-Fu Yu	Independent Director	August 15, 2024
Shen-Fu Yu
/s/ Mei-Yueh Ho	Independent Director	August 15, 2024
Mei-Yueh Ho
/s/ Wen-Chyi Ong	Independent Director	August 15, 2024
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 August 15, 2024.

 

	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).
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. 2024 Restricted Stock Awards Plan (English translation).
107*	Filing fee table

 

* Filed herewith

 

 

 

 

 

 

Exhibit 4.1

 

 

ASE Technology Holding Co., Ltd.

 

Articles of Incorporation

 

Chapter One: General Principals

 

Article 1.

 

The Company is called 日月光投資控股股份有限公司 and is registered as a company limited by shares according to the ROC Company Act. The English name of the Company is ASE Technology Holding Co., Ltd.

 

Article 2.

 

The Company is engaged in the following businesses:

 

H201010 General Investment Business.

 

Article 3.

 

The investment made by the Company in other companies as a limited liability shareholder thereof is not subject to the limitation that such investment shall not exceed a certain percentage of the paid-in capital as set forth in the ROC Company Act.

 

Article 4.

 

The Company may provide external guaranty.

 

Article 5.

 

The Company’s headquarter is located in Kaohsiung, Taiwan, ROC and may set up domestic or foreign branches, offices or business establishments as resolved by the Board of Directors, if necessary.

 

Chapter Two: Shares

 

Article 6.

 

The Company’s total capital is NT$55 billion divided into 5.5 billion shares with a par value of NT$10 per share. Stock options worth of NT$4 billion are set aside for employee subscription. The Board of Directors is authorized to issue the unissued shares in installments if deemed necessary for business purposes.

 

“Employees” referred to in the preceding paragraph include employees of the parent or subsidiaries of the Company that meet certain requirements, which are to be

 

prescribed by the Board of Directors.

 

Article 6-1.

 

Unless otherwise approved specifically by the central authority of the respective industry or other laws and regulations, when the Company issues new shares, there shall be 10 to 15% of such new shares reserved for subscription by employees of the Company.

 

The Company may issue new shares to employees with restricted rights after the resolutions of the Shareholders’ Meeting.

 

The Company may buy back its shares and transfer them to employees in accordance with relevant laws and regulations.

 

Employees referred to in the three preceding subparagraphs include employees of parent or subsidiary companies that meet certain conditions, which are to be prescribed by the Board of Directors.

 

Article 7.

 

According to Article 161-2 of the ROC Company Act, the Company may be exempted from printing any share certificate for the shares issued but shall register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.

 

Article 8.

 

No registration of share transfer shall be made within sixty days before each ordinary general shareholders’ meeting, or within thirty days before each extraordinary general shareholders’ meeting or five days before the record date for dividends, bonuses or other distributions as determined by the Company.

 

Article 9.

 

The rules governing stock affairs of the Company shall be made pursuant to the laws and the regulations of the relevant authorities.

 

Chapter Three: General Shareholders’ Meeting

 

Article 10.

 

General shareholders’ meetings include ordinary meetings and extraordinary meetings. Ordinary meetings shall be convened according to law by the Board of Directors once

 

annually within 6 months after the end of each fiscal year. Extraordinary meetings will be held according to the law whenever necessary.

 

Article 11.

 

General shareholders’ meetings shall be convened by written notice stating the date, place and purpose dispatched to each shareholder at least 30 days, in the case of ordinary meetings, and 15 days, in the case of extraordinary meetings, prior to the date set for such meeting.

 

Article 12.

 

Unless otherwise required by the ROC Company Act, shareholders’ resolutions shall be adopted by at least half of the votes of the shareholders present at a general shareholders’ meeting who hold at least half of all issued and outstanding shares of the Company.

 

Article 13.

 

Each shareholder of the Company shall have one vote per share, unless otherwise provided by Article 179 of the ROC Company Act.

 

Article 14.

 

Any shareholder, who for any reason is unable to attend general shareholders’ meetings, may execute a proxy printed by the Company, in which the authorized matters shall be expressly stated, to authorize a proxy to attend the meeting for him/her. Such proxy shall be submitted to the Company at least 5 days prior to the general shareholders’ meeting.

 

Article 15.

 

The general shareholders’ meeting shall be convened by the Board of Directors unless otherwise stipulated in the ROC Company Act, and the person presiding over the meeting will be the Chairman of the Board of Directors (the “Chairman”). If the Chairman is on leave or for any reason cannot discharge his duty, Paragraph 3 of Article 208 of the ROC Company Act should apply. If the general shareholders’ meeting is convened by a person entitled to do so other than a member of the Board of Directors, that person shall act as the person presiding over the meeting. If two or more persons are entitled to call the general shareholders’ meeting, those persons shall elect one to act as the person presiding over the meeting.

 

Chapter Four: Director

 

Article 16.

 

The Company shall have 9 directors, of which there shall be 3 independent directors and 6 non-independent directors to be elected by the general shareholders’ meeting from candidates with legal capacity. Each director shall hold office for a term of three years, and may continue to serve in the office if re-elected.

 

The election of the directors of the Company shall be conducted pursuant to Article 198 of the ROC Company Act and relevant regulations.

 

When handling the aforementioned election of directors, the election of independent directors and non-independent directors should be held together, provided, however, that the number of independent directors and non-independent directors elected shall be calculated separately; those that receive votes representing more voting rights will be elected as independent directors or non-independent directors.

 

The Company shall then establish an audit committee in lieu of supervisors in accordance with Article 14-4 of the ROC Securities and Exchange Act to exercise the powers and duties of supervisors stipulated in the ROC Company Act, the ROC Securities and Exchange Act, and other applicable laws and regulations. The audit committee shall comprise solely of the independent directors. The responsibilities, powers and other related matters of the audit committee shall be separately stipulated in rules adopted by the Board of Directors in accordance with applicable laws and regulations.

 

Article 16-1.

 

The election of the Company’s directors uses the candidate nomination system. Shareholders who hold 1% or more of the Company’s issued shares and the Board of Directors may nominate a list of candidates for directors. After the Board of Directors examines and confirms the qualifications of the candidate(s) for serving as a director, the name(s) is/are sent to the general shareholders’ meeting for election. If the general shareholders’ meeting is convened by a person entitled to do so other than a member of the Board of Directors, after such person examines and confirms the qualifications of the candidate(s) for serving as a director, the name(s) is/are sent to the general shareholders’ meeting for election. All matters regarding the acceptance method and

 

announcement of the nomination of candidates for directors will be handled according to the ROC Company Act, the ROC Securities and Exchange Act, and other relevant laws and regulations.

 

Article 16-2.

 

The remuneration of the Company’s independent directors is set at NT$3 million per person annually. For those that do not serve a full year, the remuneration will be calculated in proportion to the number of days of the term that were actually served. The additional remuneration of the Company’s independent directors who are also the members of the Company’s Compensation Committee is set at NT$ 360,000 per person annually. For those that do not serve a full year, the additional remuneration will be calculated in proportion to the number of days of the term that were actually served.

 

Article 17.

 

The Board of Directors is constituted by directors. Their powers and duties are as follows:

 

(1).

Preparing business plans;

 

(2).

Preparing surplus distribution or loss make-up proposals;

 

(3).

Preparing proposals to increase or decrease capital;

 

(4).

Reviewing material internal rules and contracts;

 

(5).

Hiring and discharging the general manager;

 

(6).

Establishing and dissolving branch offices;

 

(7).

Reviewing budgets and audited financial statements; and

 

(8).

Other duties and powers granted by or in accordance with the ROC Company Act or shareholders’ resolutions.

 

Article 18.

 

The Board of Directors is constituted by directors, and the Chairman and Vice Chairman are elected by more than half of the directors at a board meeting at which two-thirds or more of the directors are present. If the Chairman is on leave or for any reason cannot discharge his duties, his/her acting proxy shall be elected in accordance with Article 208 of the ROC Company Act.

 

Article 19.

 

Board of Directors meetings shall be convened according to the law by the Chairman, unless otherwise stipulated by the ROC Company Act. Board of Directors meetings

 

can be held at the place that the Company is headquartered, or at any place that is convenient for the directors to attend and appropriate for the meeting to be convened, or via video conference.

 

Article 19-1.

 

Directors shall be notified of Board of Director meetings no later than seven days prior to the meetings. However, in case of any emergency, a Board of Directors meeting may be convened at any time.

 

Notifications of Board of Directors meetings may be in writing or via email or fax.

 

Article 20.

 

A director may execute a proxy to appoint another director to attend the Board of Directors meeting and to exercise his/her voting right, but a director can accept only one proxy.

 

Chapter Five: Manager

 

Article 21.

 

The Company has one general manager. The appointment, discharge and salary of the general manager shall be managed in accordance with Article 29 of ROC Company Act.

 

Chapter Six: Accounting

 

Article 22.

 

The fiscal year of the Company starts from January 1 and ends on December 31 every year. At the end of each fiscal year, the Board of Directors shall prepare financial and accounting books in accordance with the ROC Company Act and submit them according to law to the ordinary general shareholders’ meeting for approval.

 

Article 23.

 

If the Company is profitable, 0.01% (inclusive) to 1% (inclusive) of the profits shall be allocated as compensation to employees and 0.75% (inclusive) or less of the profits should be allocated as compensation to directors. While the Company has accumulated losses, the profit shall be set aside to compensate losses before distribution.

 

The compensation being distributed to employees in the form of stock or cash shall be approved by more than half of the directors at a board meeting at which two-thirds or more of the directors are present and report to the general shareholders’ meeting.

 

The Company distributes profit to employees in the form of shares by a resolution of a meeting of Board of Directors, and in accordance with the provision of the preceding paragraph, may resolve, at the same meeting of the Board of Directors, to distribute the shares by way of new shares to be issued by the Company or existing shares to be repurchased by the Company.

 

“Employees” referred to in the three preceding paragraphs include employees of controlling or subsidiary companies that meet certain conditions, which are to be prescribed by the Board of Directors.

 

Article 24.

 

The annual net income (“Income”) shall be distributed in the order of sequences below:

 

(1)

Making up for losses, if any.

 

(2)

10% being set aside as legal reserve.

 

(3)

Allocation or reversal of a special surplus reserve in accordance with laws or regulations set forth by the authorities concerned.

 

The remainder plus the undistributed earnings shall be distributed in accordance with the proposal submitted by the Board of Directors and adopted by the general shareholders’ meeting.

 

However, when earnings are distributed as cash dividends, this may be approved by the majority of the directors at a Board meeting in which over two-thirds of the directors are present, and then reported to the shareholders' meeting.

 

Article 25.

 

The Company is at the stage of stable growth. In order to accommodate the capital demand for the present and future business development and satisfy the shareholder’s demand for the cash inflow, the Residual Dividend Policy is adopted for the dividend distribution of the Company. The ratio for cash dividends shall be not less than 30% of the total dividends; and the residual dividends shall be distributed in form of stocks in accordance with the distribution plan proposed by the Board of Directors and resolved by the general shareholders’ meeting.

 

Chapter Seven: Appendix

 

Article 26.

 

The bylaws and rules of procedure of the Company shall be stipulated separately.

 

Article 27.

 

Any matter not covered by these Articles of Incorporation shall be subject to the ROC Company Act.

 

Article 28.

 

These Articles of Incorporation were made on February 12, 2018 as approved by all the promoters.

 

The first amendment was made on June 21, 2018. The second amendment was made on June 27, 2019. The third amendment was made on June 24, 2020.

 

The fourth amendment was made on August 12, 2021. The fifth amendment was made on June 26, 2024.

 

 

 

 

Exhibit 5.1

 

 

 

 

 

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

 

 

 

 

 

 

(v)

Registration Statement, which constitutes a prospectus of the Company under the Securities Act, with the Restricted Stock Awards Plan attached as an exhibit, and

 

(vi)

the certificate issued by the Company to us dated August 15, 2024.

 

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 Resolutions, (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 minutes of the Resolutions are 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 the persons who have been granted with such New Shares under the Restricted Stock Awards Plan, 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.

 

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 Restricted Stock Awards Plan and Resolutions 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 Restricted Stock Awards Plan; the New Shares or the Resolutions 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 Restricted Stock Awards Plan 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.

 

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

 

 

 

 

 

 

 

 

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 reports dated March 28, 2024, relating to the consolidated financial statements of ASE Technology Holding Co., Ltd. and its subsidiaries (collectively, the “Group”) and the effectiveness of the Group’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of ASE Technology Holding Co., Ltd. for the year ended December 31, 2023.

 

 

/s/ Deloitte & Touche

 

 

Taipei, Taiwan

Republic of China

August 15, 2024

 

 

 

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 March16, 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
August 15, 2024

 

 

 

 

 

 

Exhibit 99.1

 

 

ASE Technology Holding Co., Ltd.

2024 Restricted Stock Awards Plan

 

Article

1:      Purpose

 

To attract and retain talents, motivate and engage employees for the best interest of the Company and its shareholders, so as to ensure the alignment of the employees’ and shareholders’ interests, and to ensure the alignment of the Company’s operating goals with its Environmental, Social, and Corporate Governance (ESG) performance, the following issuance rules of ASE’s 2024 Restricted Stock Awards Plan (“the Rules”) are therefore stipulated in accordance with Article 267 of the Company Act and the Regulations Governing the Offering and Issuance of Securities by Securities Issuers (“the Regulations”) released by the Financial Supervisory Commission.

 

Article

2:      Duration of issuance

 

Within two years following the day the approval notice from the competent authority is delivered, the Company may issue the restricted stock awards once or multiple times. The actual date of issuance and related matters shall be determined by the chairman of the Company (“the Chairman”) as authorized by the Company’s board of directors (“the Board of Directors").

 

Article

3:      Qualification requirements for employees

 

I.

To protect shareholders’ interest, the Company shall cautiously manage the Plan. Regular (full-time) employees of the Company, or a company controlled by the Company that is not listed domestically or abroad or an affiliate, who are already employed on the date that the restricted stock awards are awarded and meet certain performance requirements shall be eligible to participate in the Restricted Stock Awards Plan (“the Plan”). The stock awards will only be available to employees who are: (a) highly related to the Company’s future strategy and development, (b) critical to the Company's business operation or (c) key technical talent.

 

 

II.

The number of shares granted shall be deliberated upon the granting criteria which are formulated by the employee’s seniority, position, performance, overall contribution, special contribution and other meaningful factors in management. The number of shares granted shall be resolved by the Chairman and submitted to the Board of Directors for approval. However, for employees who are managerial officers or the directors, the award of such shares is subject to approval from the Compensation Committee; for employees who are neither the directors nor the managerial officers, the award of such shares is subject to approval from the Audit Committee.

 

III.

Employees holding over 10% of the Company’s outstanding common shares are not eligible for the Plan. Neither board members who are not the Company’s employees are not eligible for the Plan.

 

IV.

The sum of the cumulative awarded shares of restricted stock awards and the cumulative granted shares of employee stock options to each employee in accordance with Article 56-1-1of the Regulations shall not exceed 0.3% of the total outstanding shares of the Company, and shall not exceed 1% of the total outstanding shares of the Company when added the cumulative granted shares of employee stock options in accordance with Article 56-1 of the Regulations. However, with special approval from the central competent authority of the relevant industry, the total number of employee stock options and restricted stock awards obtained by a single employee may be exempted from the above-mentioned restriction. If the laws and regulations are revised in the future, the Company may apply the revised laws and regulations.

 

Article

4:      Total amount of issuance

 

The total number of shares issued by the Company under this Plan shall not exceed 16,500,000 common shares, each share having a par value of NT$10, for a total amount of not exceeding NT$165,000,000.

 

Article

5:      The terms and conditions for issuance

 

I.

Issue price: The current issue is gratuitous.

 

II.

Type of issued shares: The Company’s newly issued common shares

 

III.

Vesting conditions

 

1.

Employee's continuous employment with the Company through the vesting dates, no violation on any terms of the Company’s employment agreement, working rules, non-compete and Proprietary Information Management agreements or the

 

 

agreement of restricted stock awards and achievement of both “personal performance requirement” and “the Company’s operation objectives” during the vesting period are required to receive the vested shares. In three years after the date of issuance, the maximum number of shares that can vest each year is 1/3 of the total stock awards granted (“the vesting limit”).

 

The actual total number of vesting shares shall be determined by the vesting ratio set according to the achievement of both personal performance and the Company’s operation objectives and will be specified in the respective agreements of employees by the Company. The share calculation shall be rounded down to the nearest integer.

 

2.

The personal performance requirement is the employee’s personal performance rating for the most recent year prior to the end of each vesting period at “B” (inclusive) rating or better and meeting the personal performance requirement which the criteria were set by the Company and agreed with separate employee.

 

The Company's operation objectives are based on 4 indexes: consolidated operating revenue, consolidated gross profit and gross margin (%), and consolidated operating profit and operating margin(%) (Collectively, “performance indexes”) of the semiconductor packaging and testing business (including the substrate (materials) business; referred to below as the “packaging and testing business”) of the continuing operation and the Company’s Environmental, Social, and Corporate Governance achievements(“ESG KPI”). Targets A and B achievement levels for the performance indexes are set up in the table below. The indexes will be deemed achieved when either target A or B is achieved. If one out of the three aforementioned performance indexes is achieved, the total number of vested shares for the year shall be 50% of the vesting limit. If two out of the three aforementioned performance indexes are achieved, the total number of vested shares for the year shall be 60% of the vesting limit. If all of the three aforementioned performance indexes are achieved, the total number of vested shares for the year shall be 70% of the vesting limit. If the ESG KPI is achieved, the total number of vested shares for the year will be 30% of the vesting limits.

 

The determination of achievement of performance indexes to the target and the achievement levels shall, in principle, be based on the consolidated financial statements of subsidiaries related to the

 

 

Company's packaging and testing business and be reviewed by a certified public accountant for the most recent fiscal year prior to the end of each vesting period. However, during the vesting period, if the Company or its subsidiaries acquire or dispose the shareholder equities of other business units, departments or subsidiaries (the "variable business units") through mergers, acquisitions or trades that should be incorporated or has been incorporated into the Company’s consolidated financial statements, the operating revenue, gross profit, operating profit, GHG (Greenhouse Gas) intensity, and Water Withdrawal Intensity of the variable business units shall not be included in the calculation of the aforementioned operation indexes.

 

The determination of achievement of ESG KPI and standards shall, in principle, be based on a report of the Company's subsidiaries related to packaging and testing business in the most recent year prior to the end of each vesting period and the report shall be verified by a third-party impartial agency.

 

Index	Target A	Target B
consolidated operating revenue	The consolidated operating revenue of the Company's packaging and testing business exceeds the consolidated operating revenue of previous year or its rate of change (YoY) is superior to the average of the peers within the same industry. The peers within the same industry aforementioned refer to the semiconductor packaging and testing corporations listed in TWSE/TPEx and their annual consolidated operating revenue exceed NT$ 15 billion or more.	The consolidated operating revenue of the Company's packaging and testing business exceeds the average consolidated operating revenue of previous 3 years.

 

 

consolidated gross profit and gross margin(%)	The total consolidated gross profit of the Company's packaging and testing business exceeds the total consolidated gross profit of the packaging and testing business in the previous year or exceeds the average of the total consolidated gross profit of the packaging and testing business of the previous 3 years.	The total consolidated gross margin of the Company's packaging and testing business exceeds the total consolidated gross margin of the packaging and testing business in the previous year or exceeds the average of the total consolidated gross margin of the packaging and testing business of the previous 3 years.
consolidated operating profit and operating margin(%)	The consolidated operating profit of the Company's packaging and testing business exceeds the consolidated operating profit of the packaging and testing business in the previous year or exceeds the average of the consolidated operating profit of the packaging and testing business of the previous 3 years.	The consolidated operating margin of the Company's packaging and testing business exceeds the consolidated operating margin of the packaging and testing business in the previous year or exceeds the average of the operating margin of the packaging and testing business of the previous 3 years.
ESG KPI	(a)       GHG intensity (GHG emissions/revenue):   Year 2024: Reduce by more than 9% (Based on Year 2015) Year 2025: Reduce by more than 10% (Based on Year 2015) Year 2026: Reduce by more than 11% (Based on Year 2015)   And   (b) Water Withdrawal Intensity (water withdraw/revenue): Year 2024: Reduce by more than 9% (Based on Year 2015) Year 2025: Reduce by more than 10% (Based on Year 2015) Year 2026: Reduce by more than 11% (Based on Year 2015)

 

 

IV.

Handling process when the employees fail to achieve the vesting conditions

 

1.

After the shares of restricted stock awards are granted to the employee, the Company shall have the right to revoke and cancel any and all portions of the unvested shares of restricted stock awards in the event that the employee is not employed by the Company on the vesting date, commits a material breach of the Company’s employment agreement, working rules, non-compete/ Proprietary Information Management agreements and the agreement of restricted stock awards, fails to meet the employee’s personal performance requirement and the Company’s operation objectives, or violates Item 8 of Article 5 regarding modification withdrawal, cancellation, expiry or termination of the authorization to the Company or the appointed person as the deputy to handle all events for management of restricted stock awards in the security trust account in

 

2.

The Company shall revoke and cancel any and all portions of the unvested shares of restricted stock awards granted to the employee if the employee resigns voluntarily or the employee has been discharged or laid-off during the vesting period.

 

3.

The dividends distributed for the unvested shares of restricted stock awards (including cash dividends, stock dividends, and cash and stock issued from legal reserve and capital surplus) and interests derived therefrom shall be returned to the Company by the security custodian in full when the Company reclaims and cancels the unvested shares at no extra cost to the Company; whereas the dividends and the interests derived therefrom returned to the Company by the security custodian are limited to the dividends (including cash dividends, stock dividends, and cash and stock issued from legal reserve and capital surplus) distributed for the unvested shares of restricted stock awards and the interests derived therefrom in the very

 

 

year of shares of restricted stock awards unvested. Stock dividends and stock issued from legal reserve and capital surplus shall be deemed as unissued shares of the Company after the security custodian has returned them, and shall be canceled and the change shall be registered.

 

V.

In the event of any of the following occurrences, the unvested portion of restricted stock awards shall be handled as follows.

 

1.

On leave without pay (approved by the company): The rights and obligations of the employees with respect to the unvested shares of restricted stock awards under the Rules shall remain in effect. However, the actual vested shares of restricted stock awards shall be determined by the vesting conditions set by the Rules and calculated on a pro-rata basis based on the number of months absent on such leave for the year of the Company’s operation objective. (if the actual working days exceed half of the working days in a particular month, then the month should be counted as a month of employment.)

 

2.

Retirement: The rights and obligations of the employees with respect to the unvested shares of restricted stock awards under the Rules shall remain in effect. However, the actual vested shares of restricted stock awards shall be determined by the vesting conditions set by the Rules and calculated on a pro-rata basis based on the number of months absent on such leave for the year of the Company’s operation objective. (if the actual working days exceed half of the working days in a particular month, then the month should be counted as a month of employment.)

 

3.

Termination of employment due to disabilities as a result of occupational accidents of employee: Any unvested restricted stock awards shall immediately vest upon such termination date. If both of the vesting conditions including the Company’s operation objectives and personal performance target have already been determined (in accordance with Article 5.3) as of the date of termination, the actual vested shares of restricted stock awards shall be subject to adjustment in accordance with the vesting conditions set under the Rules. If one or both of the vesting conditions have not yet been determined as of the vesting date, all of the unvested shares of restricted stock awards shall be vested.

 

 

4.

Termination of employment due to death of employee for any cause: Upon death of the employee, for unvested restricted stock awards, the legal heirs of the employee shall complete all required legal procedures and provide relevant supporting documentation before being granted the shares to be inherited or interest disposed of. If both of the vesting conditions including the Company’s operation objectives and personal performance target have already been determined (in accordance with Article 5.3) as of the date of death of the employee, the actual vested shares of restricted stock awards shall be subject to adjustment in accordance with the vesting conditions set under the Rules. If one or both of the vesting conditions have not yet been determined as of the vesting date, all of the unvested shares of restricted stock awards shall be vested.

 

5.

If the employee has outstanding contribution or any other special contribution to the Company, the Company's Chairman is authorized to determine whether the unvested restricted stock awards of the employee could be vested or not on a case by case basis when the employee’s employment is terminated with the Company.

 

6.

When it is determined that the vesting conditions cannot be achieved, the Company may reclaim, at any time, the determined unvested restricted stock awards and cancel the shares.

 

VI.

The Company will reclaim the issued restricted stock awards and cancel the shares when the vesting conditions are not achieved.

 

VII.

The rights that are subject to restriction until vesting conditions are met

 

1.

Before the vesting conditions are met, except for inheritance, employees may not sell, pledge, transfer, give to another person, create any encumbrance on, or otherwise dispose of, the restricted stock awards.

 

 

2.

Before the vesting conditions are met, rights of the restricted stock awards to attend the shareholder’s meeting, submit proposals, speak and vote at the meeting shall be the same as the Company’s common shares issued and shall be performed in accordance with the custodian agreement.

 

3.

Before the vesting conditions are met, except the aforementioned rights, the other rights of restricted stock awards, including but not limited to stock dividend, cash dividend, rights to receive from legal reserve and capital surplus, stock options at cash capital increase, shall be the same as the Company’s common shares issued and be performed in accordance with the custodian agreement.

 

4.

If the employee achieves the vesting conditions on the book closure date for the Company’s issuance of bonus dividends, cash dividends, subscription of new shares in rights issue, during the book closure period for shareholder’s meeting pursuant to Item 3 of Article 165 of the Company Act, or other statutory book closure period till the record date for rights distribution, the timing and procedures for lifting the restrictions on the restricted stock awards shall be performed in accordance with the custodian agreement or relevant laws/regulations.

 

VIII.

Other important stipulations

 

1.

The restricted stock awards shall be deposited in a security trust account after the issuance. Before the vesting conditions are met, the employee shall not request the trustees to return the restricted stock awards for any reason or in any method.

 

2.

During the period that the restricted stock awards are deposited in a security account after the issuance, management of the restricted stock awards in the security trust account including but not limited to the negotiation, execution, amendment, renewal, termination, and expiration of the custodian agreement and the instruction to deliver, use or disposal of the trust property with the custodian shall be performed by the Company or the person appointed on behalf of the employees.

 

Article

6:      Execution and confidentiality of the agreement

 

 

I.

The employees are deemed to have been granted the restricted stock awards only when they have entered into the “agreement of receiving restricted stock awards” upon notification by the responsible unit of the Company and complete all the required process for trust custody service. If the employee fails to execute the agreement, it’s deemed that the rights to the restricted stock awards are forfeited by the employee.

 

II.

The employee receiving restricted stock awards or the rights derived therefrom in accordance with the Rules shall comply with the Rules and the “agreement of receiving restricted stock awards”. It’s deemed the vesting conditions are not met in case of violation. The employee shall keep confidential after signing the agreement for the related contents of the Rules and the rights under the agreement. The Company shall have the right to revoke and cancel any and all portions of the unvested shares of restricted stock awards in the event that the employee violates the Rules and the agreement.

 

Article

7:      Tax

 

Any tax incurred from granting the restricted stock awards under the Plan shall be governed by the applicable R.O.C. laws and regulations.

 

Article

8:      Other important covenants

 

I.

The Rules shall be executed after effective registration with the competent authority. If modifications of the issuance rules are required due to amendment to the laws and regulations or instructions from the competent authority, the Chairman is authorized to make any necessary amendment to the Rules. The amendment to the Rules shall be proposed to be reviewed and approved by the Board of Directors for ratification and issuance.

 

II.

For the matters not stipulated in the Rules, except as otherwise provided by law, the Board of Directors or the person appointed by the Board of Directors are authorized with full power and authority to revise and execute pursuant to the applicable laws and regulations.

 

 

 

 

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

ASE Technology Holding Co., Ltd.

Table 1: Newly Registered and Carry Forward Securities

Line Item Type		Security Type		Security Class Title		Notes		Fee Calculation Rule		Amount Registered		Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee
Newly Registered Securities
Fees to be Paid		Equity		Common Shares, par value NT$10.00 per share		(1)		Other		16,500,000		$	4.59		$	75,735,000.00		0.0001476		$	11,178.48
Total Offering Amounts:															$	75,735,000.00					11,178.48
Total Fees Previously Paid:
Total Fee Offsets:
Net Fee Due:																				$	11,178.48

 

__________________________________________
Offering Note(s)

(1)

This registration statement on Form S-8 (this “Registration Statement”) covers common shares, par value NT$10.00 per share (“Common 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 Common Shares. The ADSs issuable upon deposit of the Common Shares have been registered under a separate registration statement on Form F-6. This Registration Statement covers Shares (i) issuable pursuant to the ASE Technology Holding Co., Ltd. 2024 Restricted Stock Awards Plan (the “Plan”) and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional Common Shares that become issuable under the Plan by reason of any stock dividend, stock split, or other similar transaction. Estimated in accordance with Rule 457(c) and (h) solely for purposes of calculating the registration fee. The per share and aggregate offering prices are estimated based on the average of the high price of NT$152.0 and the low price of NT$145.5 of the Registrant’s Common Shares reported on the Taiwan Stock Exchange on August 12, 2024, which is within five business days prior to filing this Registration Statement, in accordance with Rule 457(c) 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$32.41 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 August 9, 2024. Rounded up to the nearest penny.

v3.24.2.u1

Submission	Aug. 14, 2024
Submission [Line Items]
Central Index Key	0001122411
Registrant Name	ASE Technology Holding Co., Ltd.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.24.2.u1

Offerings - Offering: 1	Aug. 14, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Shares, par value NT$10.00 per share
Amount Registered | shares	16,500,000
Proposed Maximum Offering Price per Unit	4.59
Maximum Aggregate Offering Price	$ 75,735,000.00
Fee Rate	0.01476%
Amount of Registration Fee	$ 11,178.48
Offering Note	This registration statement on Form S-8 (this “Registration Statement”) covers common shares, par value NT$10.00 per share (“Common 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 Common Shares. The ADSs issuable upon deposit of the Common Shares have been registered under a separate registration statement on Form F-6. This Registration Statement covers Shares (i) issuable pursuant to the ASE Technology Holding Co., Ltd. 2024 Restricted Stock Awards Plan (the “Plan”) and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional Common Shares that become issuable under the Plan by reason of any stock dividend, stock split, or other similar transaction. Estimated in accordance with Rule 457(c) and (h) solely for purposes of calculating the registration fee. The per share and aggregate offering prices are estimated based on the average of the high price of NT$152.0 and the low price of NT$145.5 of the Registrant’s Common Shares reported on the Taiwan Stock Exchange on August 12, 2024, which is within five business days prior to filing this Registration Statement, in accordance with Rule 457(c) 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$32.41 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 August 9, 2024. Rounded up to the nearest penny.

v3.24.2.u1

Fees Summary	Aug. 14, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 75,735,000.00
Total Fee Amount	11,178.48
Net Fee	$ 11,178.48

---