Matters
for Discussion (1)
Case 1
(proposed by the Board of Directors)
Proposal
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:
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Please discuss the proposed plan for the Company
to jointly execute a share transfer with Siliconware Precision Industries Co., Ltd. (SPIL) for the purpose of making the newly-established
"ASE Industrial Holding Co., Ltd." acquire 100% of all shares of the Company and Siliconware Precision Industries
Co., Ltd. (SPIL) and terminate the stock listings of the Company and Siliconware Precision Industries Co., Ltd. (SPIL),
and request for approval by the shareholders' meeting for passage of the share transfer agreement and supplementary provisions
thereto and this proposed share transfer.
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Explanation
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1.
To respond to the increasingly competitiveness of the global semiconductor industry, a proposal has been made for the Company
to jointly execute a share transfer agreement with SPIL to establish "ASE Industrial Holding Co., Ltd." (hereinafter
referred to as the "new holding company") which shall acquire all outstanding shares of the Company and SPIL Upon completion
of the share transfer, the Company and SPIL will simultaneously become wholly owned subsidiaries of the new holding company, and
the stock listings of the Company and SPIL will be terminated accordingly (hereinafter referred to as the "proposed share
transfer").
2.
Under the proposal, each full share of the Company's common stock will be offered for 0.5 share of the new holding company's
common stock, and the Company's outstanding shares will be transferred in whole to the new holding company; the new holding company
will then issue new common shares to the Company's shareholders as the share transfer consideration. Meanwhile, under the proposed
share transfer, a cash consideration of NT$55 per share of SPIL’s common stock shall be made, wherein SPIL's outstanding
shares shall be transferred in whole to the new holding company, and a corresponding cash payment will then be issued by the new
holding company to SPIL's shareholders. During SPIL's 2016 General Meeting, it was resolved that a cash dividend of NT$2.8 per
share and cash dividend of NT$1 per share paid from the capital surplus would be issued; after adjusting for these deductions,
the aforesaid NT$55 cash consideration will have a cash value of NT$51.2 per share. The reasonableness of this share transfer
price has been confirmed by an independent expert's report (see Attachment 1 for details).
3.
Due to the fact that the proposed share transfer between the Company and SPIL had not been approved by all relevant antitrust
authorities until November 24, 2017, in order to accommodate the required schedule of the proposed share transfer, the Company
and SPIL jointly signed the "Supplemental Agreement to Joint Share Exchange Agreement" (see Attachment 2 of this Agenda
for details concerning) in which it was agreed by both sides to extend the final transaction date for completing the proposed
share transfer from December 31, 2017 to October 31, 2018. A motion to resolve the proposed share transfer and the share transfer
agreement and the supplementary provisions (hereinafter referred to as the "the Proposal") is hereby requested.
4.
In
accordance with the regulations set forth under Article 29 of the Corporate Mergers and Acquisitions Act, after the Proposal has
been approved by a resolution of the Company's shareholders, this Extraordinary General Meeting
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shall
be deemed as the meeting of promoters (i.e., Promoters meeting) of the transferee company,
thereby enabling the Promoters to discuss and deliberate on the articles of incorporation
of the new holding company and elect its directors and supervisors, as well as discuss
related matters including the waiver of non-competition clauses for newly-elected directors.
The share conversion ratio for the number of common shares of the Company held by its
shareholders will be used to calculate the number of voting shares and number of voting
rights to allow shareholders to jointly participate in the discussion of and voting on
motions of relevant proposals as well as exercise voting rights and the right to elect
directors and supervisors accordingly.
5. The
chairman of the board or his designated representative shall be authorized to handle any other matters relating to the Proposal
that are not specifically addressed herein or to respond to any directives issued by the relevant authorities or make necessary
changes due to subjective or objective circumstances.
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Resolution
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Case 2
(proposed by the Board of Directors)
Proposal
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:
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Please discuss the revised version of the Company's
"Procedure for Lending Funds to Other Parties".
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Explanation
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1.
In order to meet actual operating needs and to increase the Company's total loan facility and other restrictions on individual
lending recipients, the Company's board of directors approved a revision to a portion of the articles of the Company's
"Procedure for Lending Funds to Other Parties" on December 20, 2017.
2.
Your approval of the comparison table of revised articles of the "Procedure for Lending Funds to Other Parties"
as shown in Attachment 3 of this Agenda is hereby requested.
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Resolution
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Case 3
(proposed by the Board of Directors)
Proposal
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:
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Please discuss the revised version of the Company's
"Procedure for Making Endorsements and Guarantees".
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Explanation
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1.
In order to enable the Company to make endorsements and guarantees which will allow the newly-established holding
company, ASE Industrial Holding Co., Ltd., to obtain loans from banks in the future and in accordance with the terms of
the share transfer agreement which requires payment of a cash consideration to SPIL's shareholders, it would be necessary
and reasonable to raise the current limit of endorsements and guarantees; therefore, the Company's board of directors
approved a revision to the provisions set forth under Article 4 of the Company's "Procedure for Making Endorsements
and Guarantees" on December 20, 2017.
2.
Your approval of the comparison table of revised articles of the "Procedure for Making Endorsements and Guarantees"
as shown in Attachment 4 of this Agenda is hereby requested.
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Resolution
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Case
4 (proposed by the Board of Directors)
Proposal
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Please discuss the revised version of the Company's
"Procedure for the Acquisition or Disposal of Assets".
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Explanation
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1.
In order to adjust restrictions of the Company and subsidiaries on the total amount of investments in securities
and limits on individual securities, the Company's board of directors approved a revision to the provisions set forth
under Article 4 of the Company's "Procedure for the Acquisition or Disposal of Assets" on December 20, 2017.
2.
Your approval of the comparison table of revised articles of the "Procedure for the Acquisition or Disposal
of Assets" as shown in Attachment 5 of this Agenda is hereby requested.
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Resolution
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:
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Matters for Discussion
(2)
Case
1 (proposed by the Board of Directors)
Proposal
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:
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Please discuss the "Rules of Procedure for
Shareholders' Meetings of ASE Industrial Holding Co., Ltd." as formulated.
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Explanation
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1.
The "Rules of Procedure for Shareholders' Meetings of ASE Industrial Holding Co., Ltd." have been formulated
as a consequence of the proposal for the Company to jointly execute a share transfer agreement with SPIL to establish "ASE
Industrial Holding Co., Ltd."
2.
Your approval of the "Rules of Procedure for Shareholders' Meetings of ASE Industrial Holding Co., Ltd."as
shown in Attachment 6 of this Agenda is hereby requested.
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Resolution
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Case
2 (proposed by the Board of Directors)
Proposal
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Please discuss the "ASE Industrial Holding
Co., Ltd. Articles of Incorporation" as formulated.
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Explanation
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1.
The "ASE Industrial Holding Co., Ltd. Articles of Incorporation" have been formulated as a consequence of the
proposal for the Company to jointly execute a share transfer agreement with SPIL to establish "ASE Industrial Holding Co.,
Ltd."
2.
Your approval of the "ASE Industrial Holding Co., Ltd. Articles of Incorporation" as shown in Attachment 7 of
this Agenda is hereby requested.
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Resolution
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Case
3 (proposed by the Board of Directors)
Proposal
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Please discuss the "ASE Industrial Holding
Co., Ltd. Regulations Governing the Election of Directors and Supervisors" as formulated.
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Explanation
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1.
The "ASE Industrial Holding Co., Ltd. Regulations Governing the Election of Directors and Supervisors" have been
formulated as a consequence of the proposal for the Company to jointly execute a share transfer agreement with SPIL to establish
"ASE Industrial Holding Co., Ltd."
2.
Your approval of the "ASE Industrial Holding Co., Ltd. Regulations Governing the Election of Directors and
Supervisors" as shown in Attachment 8 of this Agenda is hereby requested.
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Resolution
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Elections
Case
1 (proposed by the Board of Directors)
Proposal
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Please submit a proposed selection of candidates to serve as the First Board of Directors and Supervisors of ASE Industrial Holding Co., Ltd.
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Explanation
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In accordance with the regulations prescribed under Article 16 of the "ASE Industrial Holding Co., Ltd. Articles of Incorporation", 11 directors and 3 supervisors shall be elected to serve as the First Board of Directors and Supervisors of ASE Industrial Holding Co., Ltd., each of whom shall serve a term of three (3) years beginning from the date of establishment of ASE Industrial Holding Co., Ltd.
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Election outcome
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Matters for Discussion
(3)
Case
1 (proposed by the Board of Directors)
Proposal
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Please discuss agreement on the waiver of non-competition
clauses for newly-elected directors of ASE Industrial Holding Co., Ltd.
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Explanation
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1.
Article 209 of the Company Act stipulates that directors should brief actions they are going to take within the
scope of ASE's business operation for themselves or for others in the shareholders' meetings and obtain
permission.
2.
If, following new-elected directors are engaged in the investment or operation of a business entity with a scope
of business similar to that of ASE Industrial Holding Co., Ltd. and acts as a director thereof, we request that a motion
to waive the non-competition clauses applicable to the director be resolved at this Extraordinary General Meeting in order
to allow him or her to act as a director or the representative of said business entity, provided that such waiver will
not infringe upon the interests of ASE Industrial Holding Co., Ltd.
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Resolution
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Case
2 (proposed by the Board of Directors)
Proposal
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:
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Please discuss the "ASE Industrial Holding
Co., Ltd. Procedure for Lending Funds to Other Parties" as formulated.
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Explanation
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:
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1.
The "ASE Industrial Holding Co., Ltd. Procedure for Lending Funds to Other Parties" has been formulated as a
consequence of the proposal for the Company to jointly execute a share transfer agreement with SPIL to establish "ASE Industrial
Holding Co., Ltd."
2.
Your approval of the "ASE Industrial Holding Co., Ltd. Procedure for Lending Funds to Other Parties" as shown
in Attachment 9 of this Agenda is hereby requested.
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Resolution
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Case
3 (proposed by the Board of Directors)
Proposal
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:
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Please discuss the "ASE Industrial Holding
Co., Ltd. Procedure for Making Endorsements and Guarantees" as formulated.
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Explanation
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1.
The "ASE Industrial Holding Co., Ltd. Procedure for Making Endorsements and Guarantees" has been formulated as
a consequence of the proposal for the Company to jointly execute a share transfer agreement with SPIL to establish "ASE Industrial
Holding Co., Ltd."
2.
Upon completion of its establishment, ASE Industrial Holding Co., Ltd. may provide endorsements and guarantees to its subsidiaries
in the capacity of a parent company in order to satisfy the Group's overall operational and capital funding requirements; therefore,
the "ASE Industrial Holding Co., Ltd. Procedure for Making Endorsements and Guarantees" stipulates that the maximum
total guarantee amount for external endorsements and guarantees of the said company and subsidiaries may not exceed 150% of the
net value of ASE Industrial Holding
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Co.,
Ltd. as stated in the latest financial report and shall comply with requirements of necessity
and reasonableness.
3. Your
approval of the "ASE Industrial Holding Co., Ltd. Procedure for Making Endorsements and Guarantees" as shown in Attachment
10 of this Agenda is hereby requested.
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Resolution
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Case
4 (proposed by the Board of Directors)
Proposal
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:
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Please discuss the "ASE Industrial Holding
Co., Ltd. Procedure for the Acquisition or Disposal of Assets" as formulated.
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Explanation
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:
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1.
The "ASE Industrial Holding Co., Ltd. Procedure for the Acquisition or Disposal of Assets" has been formulated
as a consequence of the proposal for the Company to jointly execute a share transfer agreement with SPIL to establish "ASE
Industrial Holding Co., Ltd."
2.
Your approval of the "ASE Industrial Holding Co., Ltd. Procedure for the Acquisition or Disposal of Assets"
as shown in Attachment 11 of this Agenda is hereby requested.
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Resolution
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Extempore
Motions
Meeting
Ends
■ Attachment 1
The Audit
Committee's Report on the Share Exchange Transaction
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1.
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Pursuant
to Article 6 of Business Mergers And Acquisitions Act and Articles 2 and 6 of Regulations
Governing the Establishment and Related Matters of Special Committees of Public Companies
for Merger/Consolidation and Acquisition, the Audit Committee shall function as the special
committee for the proposed share exchange transaction.
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2.
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Based
on the above regulations, the Audit Committee has appointed Mr. Ji-Sheng Chiu, CPA, as
the independent expert to deliver the fairness opinion. Mr. Ji-Sheng Chiu concluded in
the opinion that (1) the share exchange ratio of each the Company's common share for
0.5 common shares of ASE Industrial Holding Co., Ltd. ("HoldCo") should be
fair and reasonable and (2) the reasonable price range per common share of Siliconware
Precision Industries Co., Ltd. ("SPIL") should be between NT$46.98 and NT$56.30
and the proposed exchange of each SPIL's common share for NT$55 (including the NT$ 2.8
per share cash dividend and NT$1 per share distribution from capital reserve approved
by SPIL's 2016 annual general meeting of shareholders) shall be fair and reasonable.
The Audit Committee took into consideration the operation condition, future development
of the Company and relevant factors. Further, the Joint Share Exchange Agreement of the
share exchange is stipulated pursuant to applicable laws and regulations and the consideration
and conditions of the share exchange shall be reasonable. The share exchange is unanimously
approved by all members of Audit Committee present without objection and the review result
will be submitted to the board of directors meeting and shareholders' meeting of the
Company.
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3.
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Pursuant
to the request of the Securities and Exchange Commission, Mr. Ji-Sheng Chiu, CPA, was
appointed as the independent expert to deliver a supplemental fairness opinion. Mr. Ji-Shen
Chiu is of the opinion that (1) the share exchange ratio of each the Company's common
share for 0.5 common shares of HoldCo should be fair and reasonable and (2) the reasonable
price range per common share of SPIL should be between NT$42.80 and NT$56.51 and the
proposed exchange of each SPIL's common share for NT$55 to be paid by HoldCo for acquiring
all of SPIL's common shares which has been adjusted to NT$51.2 after excluding the NT$2.8
per common share cash dividend distribution, as well as a NT$1.0 per common share payment
from capital reserve approved by resolution as SPIL's annual shareholders' meeting in
2016 should be fair.
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Independent
Expert Opinion
on the
Fairness of the Consideration for Joint Share Exchange in the Joint Share Exchange Agreement between Advanced Semiconductor Engineering,
Inc. and Siliconware Precision Industries Co., Ltd.
Both
Advanced Semiconductor Engineering Inc. (“
ASE
”) and Siliconware Precision Industries Co., Ltd. (“
SPIL
”)
are the world’s leading companies in semiconductor packaging and testing sector. ASE and SPIL intend to enter into the Joint
Share Exchange Agreement to newly establish ASE Industrial Holding Co., Ltd. (“
HoldCo
”) by joint share exchange
whereby both ASE and SPIL will become wholly-owned subsidiaries of HoldCo, in order to pursue their operating scale and improve
their overall operating performance while taking into account of the flexibility and efficiency of their individual independent
operations (“
Share Exchange
”). The Share Exchange will result in the exchange of all of ASE common shares in
consideration for newly issued common shares of HoldCo, at an exchange ratio of each ASE common share for 0.5 HoldCo common share.
Furthermore, the Share Exchange will result in the exchange of each of SPIL’s issued and outstanding shares for NT$55 in
cash payable by HoldCo (“
Cash Consideration
”). The Cash Consideration is adjusted to NT$51.2 after deduction
of cash dividends distribution of NT$2.8 per share and capital reserve cash distribution of NT$1 per share as resolved at SPIL’s
annual general shareholder’s meeting for 2016. The fairness of the consideration for the Share Exchange under the Share
Exchange Agreement is described and evaluated as below.
Financial
position of ASE and SPIL for the last two years and the first quarter of 2016 are summarized as below:
Unit:
NT$(in thousands)
Year
Item
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2014
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2015
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First
quarter of 2016
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Total
assets
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333,984,767
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365,287,557
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356,490,231
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Total
liabilities
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175,546,763
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196,867,675
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187,752,829
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Total
equity attributable to owners of parent
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150,218,907
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156,916,004
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158,016,614
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Share
capital
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78,715,179
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79,185,660
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79,279,129
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Operating
income
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256,591,447
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283,302,536
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62,371,082
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Net
profit - attributable to owners
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23,636,522
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19,478,873
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4,163,477
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Sources:
Audited or reviewed financial statements of ASE for the years of 2014 and 2015 and the first quarter of 2016.
Unit:
NT$(in thousands)
Year
Item
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2014
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2015
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First
quarter of 2016
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Total
assets
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129,756,075
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123,245,230
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122,855,285
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Total
liabilities
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57,649,456
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52,644,588
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50,446,781
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Total
equity attributable to owners of parent
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72,106,619
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70,600,642
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72,408,504
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Share
capital
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31,163,611
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31,163,611
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31,163,611
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Operating
income
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83,071,441
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82,839,922
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19,299,310
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Net
profit - attributable to owners of parent
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11,744,414
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8,762,257
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1,604,028
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Sources:
Audited or reviewed financial statements of SPIL for the years of 2014 and 2015 and the first quarter of 2016.
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III.
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Sources
of Information
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(1)
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Audited
or reviewed financial statements of ASE and SPIL for the years of 2014 and 2015 and the
first quarter of 2016.
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(2)
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Business
overviews, financial statements and other important information for evaluation purposes
regarding ASE, SPIL and their peers obtained from Market Observation Post System.
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(3)
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Information
from website of the Taiwan Stock Exchange, website of the Taipei Exchange (GreTai Securities
Market), Commerce and Industry Registration Enquiry System of Department of Commerce,
Ministry of Economic Affairs, Taiwan Economic Journal (TEJ) Database and Bloomberg’s
complied comparison, analysis and historical stock price data of ASE, SPIL and their
peers.
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(4)
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Information
on the industry and peers of ASE and SPIL.
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IV.
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Consideration
for Share Exchange and Fairness thereof
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The consideration for
Share Exchange will be at an exchange ratio of each ASE common share for 0.5 HoldCo common share and each of SPIL’s issued
and outstanding shares for Cash Consideration of NT$55 payable by HoldCo. The Cash Consideration is adjusted to NT$51.2 after
deduction of cash dividends distribution of NT$2.8 per share and capital reserve cash distribution of NT$1 per share as resolved
at SPIL’s annual general shareholder’s meeting for 2016. After the completion of the Share Exchange, both ASE and
SPIL will become wholly-owned subsidiaries of HoldCo. The fairness of consideration for Share Exchange in respect of each of ASE
and SPIL is described and evaluated as below:
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1.
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ASE
shareholders will contribute all the common shares held by them in ASE as of the share
exchange record date in consideration of issue of their subscribed common shares required
for the establishment of HoldCo. Following consummation of the Share Exchange, ASE will
become a wholly-owned subsidiary of HoldCo, and previous ASE shareholders will become
HoldCo shareholders. As such, similar to SPIL’s Cash Consideration, ASE will become
a wholly-owned subsidiary of HoldCo by exchange of the shares of one single company;
theoretically, the rights of previous ASE shareholders
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will not be affected by the exact
Share Exchange ratio.
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2.
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According
to ASE’s audited or reviewed consolidated financial statements as of March 31,
2016, its equity attributable to owners of parent amounted to NT$158,016,614,000; based
on the latest update from the Commerce and Industry Registration Enquiry System of Department
of Commerce, Ministry of Economic Affairs, ASE had a total of 7,918,272,896 issued and
outstanding common shares as of April 26, 2016. Therefore, its net book value per common
share was NT$19.956. Each ASE common share will be exchanged for 0.5 HoldCo common share
resulting in 3,959,136,448 HoldCo common shares as of the share exchange record date.
In addition, the net book value per common share as calculated based on ASE’s equity
attributable to owners of parent to be assumed by HoldCo will be increased in the ratio
of 1:0.5. Based on ASE’s equity attributable to owners of parent as of March 31,
2016, HoldCo’s net book value per common share would be NT$39.912 per share. For
HoldCo common shareholders after the Share Exchange, the shareholders’ equity will
not be impaired in any way by the Share Exchange ratio.
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3.
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Net
value of ASE’s equity attributable to owners of parent as of the share exchange
record date may vary from that as of March 31, 2016. However, ASE shareholders will contribute
all the common shares held by them in ASE as of the share exchange record date in consideration
of and exchange for the common shares required for the establishment of HoldCo. As such,
for HoldCo common shareholders after the Share Exchange, the shareholders’ equity
will not be affected as a result of the Share Exchange.
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In summary, it shall
be fair and reasonable for all of ASE’s issued and outstanding shares to be exchanged for and in consideration of newly
issued common shares of HoldCo at an exchange ratio of each ASE common share for 0.5 HoldCo common share resulting in ASE to become
a wholly-owned subsidiary of HoldCo.
There are many methods
for evaluating stock value. In practice, common methods include: market approach, such as market price approach (focusing on listed
target companies; the fair value can be estimated by market price on the stock exchange) and market comparison approach (based
on financial information of target companies and their peers in the market, using market multiplier such as price-earnings ratio,
price-book ratio for analysis and evaluation); income approach; and cost approach.
Among these methods,
income approach requires the Company’s estimates of future cash flow, involving multiple assumptions and having a higher
uncertainty. Given its less objective nature compared to other methods, this method is not used. Cost approach examines and weighs
SPIL’s business model and capital structure. Therefore, it is not appropriate for valuation and also not used. As such,
we intend to use the market approach as primary evaluation method while taking into account of other non-quantitative factors,
to evaluate the reasonable consideration of the Share Exchange for SPIL.
Based on customer
attributes, business activities and business model, ChipMOS Technologies (Bermuda) Ltd. (“
ChipMOS
”), Chipbond
Technology Corporation (“
Chipbond
”) and Powertech Technology Inc. (“
Powertech
”) are selected
as peers. The
following table lists
the financial conditions of these 3 peers for the first quarter of 2016:
Unit:
NT$(in thousands)
Peers
Items
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ChipMOS
(8150)
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Chipbond
(6147)
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Powertech
(6239)
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Total
assets
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32,404,046
|
36,230,116
|
70,446,410
|
Total
liabilities
|
13,385,676
|
11,852,343
|
27,389,980
|
Total
equity attributable to owners of parent
|
19,018,370
|
23,575,971
|
34,653,945
|
Share
capital
|
8,957,836
|
6,492,620
|
7,791,466
|
Net
value per share- attributable to owners of parent (NT$) (Note 1)
|
21.20
|
36.31
|
44.48
|
Operating
income
|
4,724,139
|
3,733,921
|
10,618,124
|
Net
profit - attributable to owners of parent
|
348,423
|
201,453
|
940,031
|
Earnings
per share - attributable to owners of parent (NT$) (Note 2)
|
2.09
|
2.64
|
5.37
|
Source:
Audited or reviewed consolidated financial statements of three peers for the first quarter of 2016
Note
1: Net value per share is calculated based on the number of common shares of the respective peer obtained from the Commerce and
Industry Registration Enquiry System of Department of Commerce, Ministry of Economic Affairs.
Note
2: Earnings per share are estimated for the four quarters ended the first quarter of 2016 based on the net profit attributable
to owners of parent in the respective peer’s consolidated financial statements for the year 2015 and the first quarter of
2016, number of common shares obtained from the Commerce and Industry Registration Enquiry System of Department of Commerce, Ministry
of Economic Affairs and other financial data.
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(1)
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Market
Price Approach
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As
SPIL is a listed company with its open market trading prices available for objective reference, this opinion sampled its recent
publicly traded prices to evaluate the average closing prices for 60, 90 and 180 business days up to and including the valuation
date of June 29, 2016 as follows:
Unit: NT$
Item
|
Average
closing price
|
Theoretical
price range
|
Latest
60 business days
|
46.25
|
45.05
~ 46.45
|
Latest
90 business days
|
46.45
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Latest
180 business days
|
45.05
|
Note:
Sources of ex-rights/ex-dividend adjusted closing prices are from compilations of Taiwan Economic Journal (10/5/2015~6/29/2016);
all average prices are calculated by simple arithmetic averaging of ex-rights/ex-dividend adjusted closing prices.
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(2)
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Price-book
Ratio Approach
|
The
reasonable value per share of SPIL is estimated by calculating the net book value per share based on the financial information
of SPIL and sampling the average price-book ratios of publicly traded peers - ChipMOS, Chipbond and Powertech for comparison purposes.
The price-book ratios of publicly traded peers are calculated using their closing prices for 180 business days up to and including
the valuation date of June 29, 2016 for sampling purposes and based on the total equity attributable to owners of parent in the
respective peer’s consolidated financial statements for the first quarter of 2016, the number of common shares for respective
peer obtained from the Commerce and Industry Registration Enquiry System of Department of Commerce, Ministry of Economic Affairs
and other financial data. The reasonable reference price of SPIL is imputed as follows:
Unit: NT$
Comparable
peers
|
Average
closing price for latest 180 business days
|
Net
value per share for the first quarter of 2016
|
Price-book
ratio
|
ChipMOS
|
32.53
|
21.20
|
1.53
|
Chipbond
|
46.86
|
36.31
|
1.29
|
Powertech
|
65.31
|
44.48
|
1.47
|
Note:
Sources of ex-rights/ex-dividend adjusted closing prices are from compilations of Taiwan Economic Journal (10/5/2015~6/29/2016);
all average prices are calculated by simple arithmetic averaging of ex-rights/ex-dividend adjusted closing prices.
Unit:
NT$
Item
|
Description
|
Range
of multipliers
|
1.29
~ 1.53
|
Net
value per share of SPIL for the first quarter of 2016
|
23.23
|
Theoretical
price range
|
29.97
~ 35.54
|
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(3)
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Price-earnings
Ratio Approach
|
The
reasonable value per share of SPIL is estimated by calculating the earnings per share based on the financial information of SPIL
and sampling the average price-book ratios of publicly traded peers - ChipMOS, Chipbond and Powertech for comparison purposes.
Earnings per share for the four quarters ended the first quarter of 2016 are estimated, and thereby the average price-earnings
ratios of publicly traded peers are calculated, using their closing prices for 180 business days up to and including the valuation
date of June 29, 2016 for sampling purposes and based on the net profits attributable to owners of parent in the respective peer’s
consolidated financial statements for 2015 and the first quarter of 2016, the number of common shares for respective peer obtained
from the Commerce and Industry Registration Enquiry System of Department of Commerce, Ministry of Economic Affairs and other financial
data. The reasonable reference price of SPIL is imputed as follows:
Unit: NT$
Comparable
peers
|
Average
closing price for latest 180 business days
|
Earnings
per share in last four quarters
|
Price-earnings
ratio
|
ChipMOS
|
32.53
|
2.09
|
15.56
|
Chipbond
|
46.86
|
2.64
|
17.75
|
Powertech
|
65.31
|
5.37
|
12.16
|
Note:
Sources of ex-rights/ex-dividend adjusted closing prices are from compilations of Taiwan Economic Journal (10/5/2015~6/29/2016);
all average prices are calculated by simple arithmetic averaging of ex-rights/ex-dividend adjusted closing prices.
Unit: NT$
Item
|
Description
|
Range
of multipliers
|
12.16
~ 17.75
|
Consolidated
earnings per share of SPIL
|
2.49
|
Theoretical
price range
|
30.28
~ 44.20
|
Calculation
results of value of common shares under the foregoing evaluation methods are summarized as below. The above three methods have
their theoretical and practical basis. Therefore, for avoidance of biases in the evaluation process, the imputation used 33.3%
for purposes of weighted averaging by taking into account of other non-quantitative key factors with reference to the statistics
of Bloomberg and the average premium rate of 33.86% of the global merger and acquisition cases in semiconductor industry since
the third quarter of 2015. On these basis, the reasonable price range per share of SPIL shall be from NT$46.98 to NT$56.30. As
such, we are of opinion that it shall be fair and reasonable for each SPIL common share in exchange of Cash Consideration of NT$55
(the Cash Consideration is adjusted to NT$51.2 after deduction of cash dividends distribution of NT$2.8 per share and capital
reserve cash distribution of NT$1 per share as resolved at SPIL’s annual general shareholder’s meeting for 2016).
Unit:
NT$
Evaluation
method
|
Reference
price range per share
|
Weight
|
Theoretical
price range per share
|
Reference
price range after adjustment
|
Market
Price Approach
|
45.05~
46.45
|
33.3%
|
35.10~
42.06
|
46.98~
56.30
|
Price-book
Ratio Approach
|
29.97~35.54
|
33.3%
|
Price-earnings
Ratio Approach
|
30.28~
44.20
|
33.3%
|
In summary, ASE and
SPIL are proposed to become wholly-owned subsidiaries of HoldCo by the joint share exchange. In relation to the Share Exchange,
I, as the accountant, am of the opinion that it shall be fair and reasonable for each ASE common share in exchange for 0.5 HoldCo
common share and each SPIL common share in exchange of Cash Consideration of NT$55 (the Cash Consideration is adjusted to NT$51.2
after deduction of cash dividends distribution of NT$2.8 per share and capital reserve cash distribution of NT$1 per share as
resolved at SPIL’s annual general shareholder’s meeting for 2016).
Accountant:
Ji-Sheng Chiu (Signature)
(Seal)
June
29, 2016
Statement
of Independence
I
am engaged to provide opinion of evaluation on the fairness of the joint share exchange, through which ASE and SPIL are proposed
to become wholly-owned subsidiaries of HoldCo.
In
order to perform the above task, I hereby state that:
|
1.
|
Neither
I nor my spouse is currently employed by ASE, SPIL or the underwriter to undertake any
work on regular basis and be compensated at a fixed amount;
|
|
2.
|
Neither
I nor my spouse has ever served at ASE, SPIL or the underwriter in preceding two years;
|
|
3.
|
Neither
I nor my spouse serve at an affiliate of ASE, SPIL or the underwriter;
|
|
4.
|
I am not
the spouse or two or less-degree relative of any responsible officer or manager of ASE,
SPIL or the underwriter;
|
|
5.
|
Neither
I nor my spouse have any investment in or share any interest with ASE, SPIL or the underwriter;
|
|
6.
|
I am not
an accountant of ASE, SPIL or the underwriter.
|
|
7.
|
I am not
the current director, supervisor or their spouse or two or less-degree relatives of Taiwan
Stock Exchange Corporation; and
|
|
8.
|
Neither
I nor my spouse serve at a company that conducts business with ASE or SPIL.
|
I
have been upholding the principles of impartiality, objectiveness and independence in issuing the expert evaluation opinion on
the fairness of the joint share exchange through which ASE and SPIL are proposed to become wholly-owned subsidiaries of HoldCo.
Accountant:
Ji-Sheng Chiu (Signature)
(Seal)
June
29, 2016
Resume of
Independent Expert
Name:
Ji-Sheng Chiu
Qualification:
Certified
Public Accountant, Republic of China (Taiwan)
Education:
Statistics
Department, National Cheng Kung University
Accounting
School, Soochow University
Credit
course, Law Institute, National Taipei University
Work
Experience:
Crowe
Horwath (TW) CPAs Manager/Assistant Manager
(previously
known as First United CPA Office)
Diwan
& Company Senior Manager
Crowe
Horwath (TW) CPAs Accountant
Current
Offices:
Crowe
Horwath (TW) CPAs Partner
Taipei Accountants’
Association Director, Regular Lecturer
Independent
Expert Opinion
on the Fairness of the Consideration for Joint Share Exchange in the Joint Share Exchange Agreement between Advanced Semiconductor
Engineering, Inc. and Siliconware Precision Industries Co., Ltd.
Both
Advanced Semiconductor Engineering Inc. (“
ASE
”) and Siliconware Precision Industries Co., Ltd. (“
SPIL
”)
are the world’s leading companies in semiconductor packaging and testing sector. ASE and SPIL intend to enter into the Joint
Share Exchange Agreement to newly establish ASE Industrial Holding Co., Ltd. (“
HoldCo
”) by joint share exchange
whereby both ASE and SPIL will become wholly-owned subsidiaries of HoldCo, in order to pursue their operating scale and improve
their overall operating performance while taking into account of the flexibility and efficiency of their individual independent
operations (“
Share Exchange
”). The Share Exchange will result in the exchange of all of ASE common shares in
consideration for newly issued common shares of HoldCo, at an exchange ratio of each ASE common share for 0.5 HoldCo common share.
Furthermore, the Share Exchange will result in the exchange of each of SPIL’s issued and outstanding shares for NT$55 in
cash payable by HoldCo (“
Cash Consideration
”). The Cash Consideration is adjusted to NT$51.2 after deduction
of cash dividends distribution of NT$2.8 per share and capital reserve cash distribution of NT$1 per share as resolved at SPIL’s
annual general shareholder’s meeting for 2016. The fairness of the consideration for the Share Exchange under the Share
Exchange Agreement is described and evaluated as below.
Financial
position of ASE and SPIL for the years of 2015, 2016 and the third quarter of 2017 are summarized as below:
Unit:
NT$(in thousands)
Year
Item
|
2015
|
2016
|
Third
quarter of 2017
|
Total
assets
|
365,006,200
|
357,943,079
|
359,998,771
|
Total
liabilities
|
196,867,675
|
188,595,703
|
162,043,165
|
Total
equity attributable to owners of parent
|
156,634,647
|
157,355,206
|
185,159,550
|
Share
capital
|
79,185,660
|
79,568,040
|
87,255,059
|
Operating
income
|
283,302,536
|
274,884,107
|
206,455,154
|
Net
profit - attributable to owners
|
19,197,516
|
21,680,339
|
16,742,120
|
Sources:
Audited financial statements of ASE for the years of 2015 and 2016 and reviewed financial statements for the third quarter of
2017.
Unit:
NT$(in thousands)
Year
Item
|
2015
|
2016
|
Third
quarter of 2017
|
Total
assets
|
123,245,230
|
123,760,241
|
121,043,793
|
Total
liabilities
|
52,644,588
|
57,572,921
|
53,660,492
|
Total
equity attributable to owners of parent
|
70,600,642
|
66,187,320
|
67,383,301
|
Share
capital
|
31,163,611
|
31,163,611
|
31,163,611
|
Operating
income
|
82,839,922
|
85,111,913
|
61,931,600
|
Net
profit - attributable to owners of parent
|
8,762,257
|
9,933,160
|
5,411,176
|
Sources:
Audited financial statements of SPIL for the years of 2015 and 2016 and reviewed financial statements for the third quarter of
2017.
|
III.
|
Sources
of Information
|
|
(1)
|
Audited
financial statements of ASE and SPIL for the years of 2015 and 2016 and reviewed financial
statements for the third quarter of 2017.
|
|
(2)
|
Business
overviews, financial statements and other important information for evaluation purposes
regarding ASE, SPIL and their peers obtained from Market Observation Post System.
|
|
(3)
|
Information
from website of the Taiwan Stock Exchange, website of the Taipei Exchange (GreTai Securities
Market), Commerce and Industry Registration Enquiry System of Department of Commerce,
Ministry of Economic Affairs, Taiwan Economic Journal (TEJ) Database and Bloomberg’s
complied comparison, analysis and historical stock price data of ASE, SPIL and their
peers.
|
|
(4)
|
Information
on the industry and peers of ASE and SPIL.
|
|
IV.
|
Consideration
for Share Exchange and Fairness thereof
|
The consideration for
Share Exchange will be at an exchange ratio of each ASE common share for 0.5 HoldCo common share and each of SPIL’s issued
and outstanding shares for Cash Consideration of NT$55 payable by HoldCo. The Cash Consideration is adjusted to NT$51.2 after
deduction of cash dividends distribution of NT$2.8 per share and capital reserve cash distribution of NT$1 per share as resolved
at SPIL’s annual general shareholder’s meeting for 2016. After the completion of the Share Exchange, both ASE and
SPIL will become wholly-owned subsidiaries of HoldCo. The fairness of consideration for Share Exchange in respect of each of ASE
and SPIL is described and evaluated as below:
|
1.
|
ASE
shareholders will contribute all the common shares held by them in ASE as of the share
exchange record date in consideration of issue of their subscribed common shares required
for the establishment of HoldCo. Following consummation of the Share Exchange, ASE will
become a wholly-owned subsidiary of HoldCo, and previous ASE
|
shareholders will become
HoldCo shareholders. As such, similar to SPIL’s Cash Consideration, ASE will become
a wholly-owned subsidiary of HoldCo by exchange of the shares of one single company;
theoretically, the rights of previous ASE shareholders will not be affected by the exact
Share Exchange ratio.
|
2.
|
According
to ASE’s reviewed consolidated financial statements as of September 30, 2017, its
equity attributable to owners of parent amounted to NT$185,159,550,000; based on the
latest update from the Commerce and Industry Registration Enquiry System of Department
of Commerce, Ministry of Economic Affairs, ASE had a total of 8,724,619,364 issued and
outstanding common shares as of October 26, 2017. Therefore, its net book value per common
share was NT$21.22265. Each ASE common share will be exchanged for 0.5 HoldCo common
share resulting in 4,362,309,682 HoldCo common shares as of the share exchange record
date. In addition, the net book value per common share as calculated based on ASE’s
equity attributable to owners of parent to be assumed by HoldCo will be increased in
the ratio of 1:0.5. Based on ASE’s equity attributable to owners of parent as of
September 30, 2017, HoldCo’s net book value per common share would be NT$42.44530
per share. For HoldCo common shareholders after the Share Exchange, the shareholders’
equity will not be impaired in any way by the Share Exchange ratio.
|
|
3.
|
Net
value of ASE’s equity attributable to owners of parent as of the share exchange
record date may vary from that as of September 30, 2017. However, ASE shareholders will
contribute all the common shares held by them in ASE as of the share exchange record
date in consideration of and exchange for the common shares required for the establishment
of HoldCo. As such, for HoldCo common shareholders after the Share Exchange, the shareholders’
equity will not be affected as a result of the Share Exchange.
|
In summary, it shall
be fair and reasonable for all of ASE’s issued and outstanding shares to be exchanged for and in consideration of newly
issued common shares of HoldCo at an exchange ratio of each ASE common share for 0.5 HoldCo common share resulting in ASE to become
a wholly-owned subsidiary of HoldCo.
There
are many methods for evaluating stock value. In practice, common methods include: market approach, such as market price approach
(focusing on listed target companies; the fair value can be estimated by market price on the stock exchange) and market comparison
approach (based on financial information of target companies and their peers in the market, using market multiplier such as price-earnings
ratio, price-book ratio for analysis and evaluation); income approach; and cost approach.
Among
these methods, income approach requires the Company’s estimates of future cash flow, involving multiple assumptions and
having a higher uncertainty. Given its less objective nature compared to other methods, this method is not used. Cost approach
examines and weighs SPIL’s business model and capital structure. Therefore, it is not appropriate for valuation and also
not used. As such, we intend to use the market approach as primary evaluation method while taking into account of other non-quantitative
factors, to evaluate the reasonable consideration of the Share Exchange for SPIL.
Based
on customer attributes, business activities and business model, ChipMOS
Technologies
(Bermuda) Ltd. (“
ChipMOS
”), Chipbond Technology Corporation (“
Chipbond
”) and Powertech Technology
Inc. (“
Powertech
”) are selected as peers. The following table lists the financial conditions of these 3 peers
for the third quarter of 2017:
Unit:
NT$(in thousands)
Peers
Items
|
ChipMOS
(8150)
|
Chipbond
(6147)
|
Powertech
(6239)
|
Total
assets
|
33,810,825
|
34,360,614
|
98,534,589
|
Total
liabilities
|
15,643,365
|
9,784,128
|
50,863,106
|
Total
equity attributable to owners of parent
|
18,167,460
|
23,720,626
|
36,551,750
|
Share
capital
|
8,864,131
|
6,542,620
|
7,791,466
|
Net
value per share- attributable to owners of parent (NT$) (Note 1)
|
20.50
|
36.26
|
46.91
|
Operating
income
|
13,532,627
|
13,551,288
|
42,916,153
|
Net
profit - attributable to owners of parent
|
2,863,491
|
1,475,679
|
4,196,640
|
Earnings
per share - attributable to owners of parent (NT$) (Note 2)
|
3.92
|
3.52
|
7.23
|
Source:
Audited or reviewed consolidated financial statements of three peers for the third quarter of 2017
Note
1: Net value per share is calculated based on the number of common shares of the respective peer obtained from the Commerce and
Industry Registration Enquiry System of Department of Commerce, Ministry of Economic Affairs.
Note
2: Earnings per share are estimated for the four quarters ended the third quarter of 2017 based on the net profit attributable
to owners of parent in their respective peer’s financial statements for the fourth quarter of 2016 and consolidated financial
statements for the third quarter of 2017, number of common shares are obtained from the Commerce and Industry Registration Enquiry
System of Department of Commerce, Ministry of Economic Affairs and other financial data.
|
(1)
|
Market
Price Approach
|
As
SPIL is a listed company with its open market trading prices available for objective reference, this opinion sampled its recent
publicly traded prices to evaluate the average closing prices for 60, 90 and 180 business days up to and including the valuation
date of January 12, 2018 as follows:
Unit: NT$
Item
|
Average
closing price
|
Theoretical
price range
|
Latest
60 business days
|
49.15
|
48.38
~ 49.15
|
Latest
90 business days
|
48.77
|
Latest
180 business days
|
48.38
|
Note:
Sources of ex-rights/ex-dividend adjusted closing prices are from compilations of Taiwan Economic Journal (5/2/2017~1/12/2018);
all average prices are calculated by simple arithmetic averaging of ex-rights/ex-dividend adjusted closing prices.
|
(2)
|
Price-book
Ratio Approach
|
The
reasonable value per share of SPIL is estimated by calculating the net book value per share based on the financial information
of SPIL and sampling the average price-book ratios of publicly traded peers - ChipMOS, Chipbond and Powertech for comparison purposes.
The price-book ratios of publicly traded peers are calculated using their closing prices for 180 business days up to and including
the valuation date of January 12, 2018 for sampling purposes and based on the total equity attributable to owners of parent in
the respective peer’s consolidated financial statements for the third quarter of 2017, the number of common shares for respective
peer obtained from the Commerce and Industry Registration Enquiry System of Department of Commerce, Ministry of Economic Affairs
and other financial data. The reasonable reference price of SPIL is imputed as follows:
Unit: NT$
Comparable
peers
|
Average
closing price for latest 180 business days
|
Net
value per share for the third quarter of 2017
|
Price-book
ratio
|
ChipMOS
|
28.87
|
20.50
|
1.41
|
Chipbond
|
50.89
|
36.26
|
1.40
|
Powertech
|
91.24
|
46.91
|
1.95
|
Note:
Sources of ex-rights/ex-dividend adjusted closing prices are from compilations of Taiwan Economic Journal (5/2/2017~1/12/2018);
all average prices are calculated by simple arithmetic averaging of ex-rights/ex-dividend adjusted closing prices.
Unit:
NT$
Item
|
Description
|
Range
of multipliers
|
1.40
~ 1.95
|
Net
value per share of SPIL for the third quarter of 2017
|
21.62
|
Theoretical
price range
|
30.27
~ 42.16
|
|
(3)
|
Price-earnings
Ratio Approach
|
The
reasonable value per share of SPIL is estimated by calculating the earnings per share based on the financial information of
SPIL and sampling the average price-book ratios of publicly traded peers - ChipMOS, Chipbond and Powertech for comparison
purposes. Earnings per share for the four quarters ended the third quarter of 2017 are estimated, and thereby the average
price-earnings ratios of publicly traded peers are calculated, using their closing prices for 180 business days up to and
including the valuation date of January 12, 2018 for sampling purposes and based on the net profits attributable to owners of
parent in their respective
peer’s
financial statements for the fourth quarter of 2016 and consolidated financial statements for the third quarter of 2017, the number
of common shares for respective peer obtained from the Commerce and Industry Registration Enquiry
System
of Department of Commerce, Ministry of Economic Affairs and other financial data. The reasonable reference price of SPIL is imputed
as follows:
Unit: NT$
Comparable
peers
|
Average
closing price for latest 180 business days
|
Earnings
per share in last four quarters
|
Price-earnings
ratio
|
ChipMOS
|
28.87
|
3.92
|
7.36
|
Chipbond
|
50.89
|
3.52
|
14.46
|
Powertech
|
91.24
|
7.23
|
12.62
|
Note:
Sources of ex-rights/ex-dividend adjusted closing prices are from compilations of Taiwan Economic Journal (5/2/2017~1/12/2018);
all average prices are calculated by simple arithmetic averaging of ex-rights/ex-dividend adjusted closing prices
Unit: NT$
Item
|
Description
|
Range
of multipliers
|
7.36
~ 14.46
|
Consolidated
earnings per share of SPIL
|
2.64
|
Theoretical
price range
|
19.43
~ 38.17
|
Calculation
results of value of common shares under the foregoing evaluation methods are summarized as below. The above three methods have
their theoretical and practical basis. Therefore, for avoidance of biases in the evaluation process, the imputation used 1/3 for
purposes of weighted averaging by taking into account of other non-quantitative key factors with reference to the statistics of
Bloomberg and the average premium rate of 30.92% of the global merger and acquisition cases in semiconductor industry since the
third quarter of 2017. On these basis, the reasonable price range per share of SPIL shall be from NT$42.80 to NT$56.51. As such,
we are of opinion that it shall be fair and reasonable for each SPIL common share in exchange of Cash Consideration of NT$55 (the
Cash Consideration is adjusted to NT$51.2 after deduction of cash dividends distribution of NT$2.8 per share and capital reserve
cash distribution of NT$1 per share as resolved at SPIL’s annual general shareholder’s meeting for 2016).
Unit:
NT$
Evaluation
method
|
Reference
price range per share
|
Weight
|
Theoretical
price range per share
|
Reference
price range after adjustment
|
Market
Price Approach
|
42.38~
49.15
|
1/3
|
32.69~
43.16
|
42.80~
56.51
|
Price-book
Ratio Approach
|
30.27~42.16
|
1/3
|
Price-earnings
Ratio Approach
|
19.43~
38.17
|
1/3
|
In
summary, ASE and SPIL are proposed to become wholly-owned subsidiaries of HoldCo by the joint share exchange. In relation to the
Share Exchange, I, as the accountant, am of the opinion that it shall be fair and reasonable for each ASE common share in exchange
for 0.5 HoldCo common share and each SPIL common share in exchange of Cash Consideration of NT$55 (the Cash Consideration is adjusted
to NT$51.2 after deduction of cash dividends distribution of NT$2.8 per share and capital reserve cash distribution of NT$1 per
share as resolved at SPIL’s annual general shareholder’s meeting for 2016).
By:
/s/
Ji-Sheng Chiu
Name:
Ji-Sheng Chiu
Title:
Certified Public Account
Date:
January 15, 2018
Statement
of Independence
I
am engaged to provide opinion of evaluation on the fairness of the joint share exchange, through which ASE and SPIL are proposed
to become wholly-owned subsidiaries of HoldCo.
In
order to perform the above task, I hereby state that:
|
1.
|
Neither
I nor my spouse is currently employed by ASE, SPIL or the underwriter to undertake any
work on regular basis and be compensated at a fixed amount;
|
|
2.
|
Neither
I nor my spouse has ever served at ASE, SPIL or the underwriter in preceding two years;
|
|
3.
|
Neither
I nor my spouse serve at an affiliate of ASE, SPIL or the underwriter;
|
|
4.
|
I am not
the spouse or two or less-degree relative of any responsible officer or manager of ASE,
SPIL or the underwriter;
|
|
5.
|
Neither
I nor my spouse have any investment in or share any interest with ASE, SPIL or the underwriter;
|
|
6.
|
I am not
an accountant of ASE, SPIL or the underwriter;
|
|
7.
|
I am not
the current director, supervisor or their spouse or two or less-degree relatives of Taiwan
Stock Exchange Corporation; and
|
|
8.
|
Neither
I nor my spouse serve at a company that conducts business with ASE or SPIL.
|
I
have been upholding the principles of impartiality, objectiveness and independence in issuing the expert evaluation opinion on
the fairness of the joint share exchange through which ASE and SPIL are proposed to become wholly-owned subsidiaries of HoldCo.
By:
/s/
Ji-Sheng Chiu
Name:
Ji-Sheng Chiu
Title:
Certified Public Account
Date:
January 15, 2018
Resume of
Independent Expert
Name:
Ji-Sheng Chiu
Qualification:
Certified
Public Accountant, Republic of China (Taiwan)
Education:
Statistics
Department, National Cheng Kung University
Accounting
School, Soochow University
Credit
course, Law Institute, National Taipei University
Work
Experience:
Crowe
Horwath (TW) CPAs Manager/Assistant Manager
(previously
known as First United CPA Office)
Diwan
& Company Senior Manager
Crowe
Horwath (TW) CPAs Accountant
Current
Offices:
Crowe
Horwath (TW) CPAs Partner
Taipei Accountants’
Association Director, Regular Lecturer
■ Attachment
2
Joint
Share Exchange Agreement
Preamble
This Joint
Share Exchange Agreement (this “Agreement”) is entered into on June 30, 2016 (the “Execution Date”)
by and between:
(1) Advanced
Semiconductor Engineering, Inc. (“ASE”), a company incorporated under Republic of China (“ROC”) laws,
with its address at No. 26, Jingsan Rd, Nanzi District, Kaohsiung City, Taiwan; and
(2) Siliconware
Precision Industries Co., Ltd. (“SPIL” or the “Company”), a company incorporated under ROC laws, with
its address at No. 123, Section 3, Da Fong Road, Tantzu District, Taichung City, Taiwan.
WHEREAS
ASE and SPIL (each a “Party” and collectively the “Parties”) agree for ASE to file an application to establish
HoldCo (as defined below) by means of a statutory share exchange, and HoldCo will acquire all issued and outstanding shares of
both ASE and SPIL. After the closing of the share exchange, ASE and SPIL will become wholly-owned subsidiaries of HoldCo concurrently
(the “Share Exchange” or “Transaction”); and
WHEREAS
each Party’s board of directors has passed a resolution approving the Share Exchange.
NOW THEREFORE,
IN WITNESS WHEREOF, the Parties have entered into this Agreement as follows:
Definitions
Save for
the definitions set forth in the Preamble, in this Agreement:
“HoldCo”
means
日月光投資控股股份有限公司
(temporary English name: ASE Industrial Holding Co., Ltd.) to be established by ASE pursuant to Article 1.1 hereof.
“SPIL
Foreign Convertible Bonds” means US$400,000,000 unsecured foreign convertible bonds issued by SPIL on October 31, 2014,
due on October 31, 2019, with an outstanding balance of US$400,000,000, convertible into SPIL’s new common shares, with
the final conversion date at October 21, 2019. As the Execution Date occurs during the suspension period for conversion of SPIL
Foreign Convertible Bonds, the conversion price per share shall be referred to the conversion price thereof announced by SPIL
on July 1, 2016.
“Exchange
Ratio” means the exchange of each ordinary share of ASE for 0.5 ordinary share of HoldCo (1 ASE’s American depositary
share each representing five ASE common shares to be exchanged for 1.25 HoldCo’s American depositary shares each representing
two HoldCo common shares).
“Cash
Consideration” means Initial Cash Consideration or Adjusted Cash Consideration, as applicable.
“Initial
Cash Consideration” means NT$55 in cash to be exchanged for each SPIL common share.
“Adjusted
Cash Consideration” means the cash consideration adjusted according to Article 3.2 and Article 4.2 hereof.
“SEC”
means United States Securities and Exchange Commission.
“Antitrust
Law” means (1) the ROC Fair Trade Act and laws relating thereto, (2) the U.S. Sherman Act, as amended, the U.S. Clayton
Act, as amended, the U.S. Hart-Scott-Rodino Antitrust Improvements Act, as amended, and the U.S. Federal Trade Commission Act,
as amended, (3) the Anti-monopoly Law of People’s Republic of China with effectiveness from August 1, 2008, and (4) all
other applicable laws issued by government entities for the purposes of prohibiting, restricting or regulating conducts with the
purpose or effect of monopolizing, restricting trade or reducing competition through mergers or acquisitions.
“SPIL
Material Adverse Effect Event” means any changes, developments, incidents, matters, effects or facts, which, individually
or in combination with all other such changes, developments, incidents, matters, effects or facts, result in material adverse
effects on SPIL and SPIL Subsidiaries, operating as a whole (for the purpose of this definition, “material” shall
mean that the occurrence of said events or circumstances, individually or in aggregate, results in a decrease in the consolidated
net book value of SPIL by 10% or more as compared to the net book value stated in SPIL’s consolidated audited financial
statements as of March 31, 2016); provided that the following changes, developments, incidents, matters, effects or facts shall
not, individually or in aggregate, be regarded as having a material adverse effect on SPIL, or be taken into account in determining
whether there has been a SPIL Material Adverse Effect, if they are induced or caused by: (1) any change of capital market conditions
or economic condition, including a change pertaining to interest rate or exchange rate; (2) any change of geopolitical conditions
occurring after the date hereof, or outbreak or escalation of any conflict, or any war or terrorism actions; (3) force majeure
occurring after the date hereof; (4) any change of applicable law, regulation or accounting standards (or any official interpretation
thereof) proposed, approved or promulgated on or after the date hereof; (5) any change of the industry in which SPIL or a
SPIL Subsidiary operates; (6) underperformance in and of itself by SPIL or SPIL Subsidiaries of any internal or public predictions,
forecasts, projections or estimates relevant to income, profits or other financial or operational targets before, on or after
the date hereof, or change of market price, credit rating or trading volume of its securities, provided that SPIL’s directors
have met their duty of care and duty of loyalty; and (7) announcement and contingency of this Agreement or transactions contemplated
hereunder (including any transaction-related litigation) of this Agreement, any adoption of actions required or expressly required
in the covenants specified in this Agreement, including any loss of or change of relationship with any customer, supplier, distributor
or other business partners of SPIL or SPIL Subsidiaries, or departure of any employee or senior management, resulting from or
relevant to the announcement and contingency of this Agreement or transactions contemplated hereunder, provided that SPIL’s
directors have met their duty of care and duty of loyalty.
“ASE
Material Adverse Effect Event” means any changes, developments, incidents, matters, effects or facts which, individually
or in combination with all other such changes, developments, incidents, matters, effects or facts, result in material adverse
effects on ASE and ASE’s subsidiaries, operating as a whole (for the purposes of this definition, “material”
means that the occurrence of said events or circumstances, individually or in aggregate, results in a decrease in the consolidated
net book value of ASE by 10% or more as compared to the net book value stated in ASE’s consolidated
audited financial statements
as of March 31, 2016); provided that the following changes, developments, incidents, matters, effects or facts shall not, individually
or in aggregate, be regarded as having a material adverse effect on ASE, or be taken into account in determining whether there
has been an ASE Material Adverse Effect, if they are induced or caused by: (1) any change of capital market conditions or economic
condition, including a change pertaining to interest rate or exchange rate; (2) any change of geopolitical conditions occurring
after the date hereof, or outbreak or escalation of any conflict, or any war or terrorism actions; (3) force majeure occurring
after the date hereof; (4) any change of applicable law, regulation or accounting standards (or any official interpretation thereof)
proposed, approved or promulgated on or after the date hereof; (5) any change of the industry in which ASE or an ASE’s
subsidiary operates; (6) underperformance in and of itself by ASE or ASE’s subsidiaries of any internal or public predictions,
forecasts, projections or estimates relevant to income, profits or other financial or operational targets before, on or after
the date hereof, or change of market price, credit rating or trading volume of its securities, provided that ASE’s directors
have met their duty of care and duty of loyalty; (7) announcement and contingency of this Agreement or transactions contemplated
hereunder (including any transaction-related litigation) of this Agreement, any adoption of actions required or expressly required
in the covenants specified in this Agreement, including any loss of or change of relationship with any customer, supplier, distributor
or other business partners of ASE or ASE’s subsidiaries, or departure of any employee or senior management, resulting from
or relevant to the announcement and contingency of this Agreement or transactions contemplated hereunder, provided that ASE’s
directors have met their duty of care and duty of loyalty; and (8) internal organizational restructuring of ASE and/or ASE’s
subsidiaries.
“Long
Stop Date” means the expiry day of 18 months after the Execution Date (i.e., December 31, 2017) or a later date otherwise
agreed in writing by both Parties.
“Share
Exchange Record Date” means the date on which the exchanges of shares shall be completed as contemplated by the boards of
directors of HoldCo and both Parties in accordance with the provisions of laws and Article 6.5 of this Agreement.
“Relevant
Securities Regulators” means the Taiwan Financial Supervisory Commission, the Taiwan Stock Exchange and the SEC.
“Antitrust
Law Enforcement Authorities of Relevant Countries or Regions” means the Taiwan Fair Trade Commission, the United States
Federal Trade Commission and the Ministry of Commerce of the People’s Republic of China.
“SPIL
Subsidiaries” means subsidiaries listed in SPIL’s audited consolidated financial statements as of March 31, 2016.
“Intellectual
Property Rights” means publicly registered patents, trademarks, copyrights and other intellectual property rights.
“Material
Contracts” means all material agreements, contracts, representations, covenants, commitments, warranties, guarantees or
other obligations that SPIL and SPIL Subsidiaries have entered into or undertaken.
“Superior
Proposal” means a
bona fide
, unsolicited written offer for an Alternate Transaction (as defined below) to SPIL made
by a party other than ASE, SPIL or any of SPIL’s directors, managers, employees, agents or representatives; and the terms
and conditions of such an offer are considered
to be more favorable to SPIL and all shareholders of SPIL than the terms and conditions
of this Transaction by opinions separately issued by a renowned investment bank and law firm appointed by the SPIL’s audit
committee.
“SPIL
Employees” means all employees (including all appointed managers) of SPIL and SPIL Subsidiaries.
“100%
Subsidiaries” means wholly-owned subsidiaries of HoldCo.
“Alternate
Transaction” means (1) any transaction that may involve a spin-off, a purchase or sale of shares of non-financial investment
nature, or any other transaction of similar nature; (2) a lease of all businesses or an entrustment, a joint operation or an assumption
of the entire business or assets from others (except for an assumption of the entire business or assets from others in an aggregated
transaction amount of less than NT$500,000,000); or (3) any merger and acquisition without issuing HoldCo’s shares, any
sale of all or material assets or businesses of 100% Subsidiaries, any disposal of interest in material assets or businesses of
100% Subsidiaries, or exclusive licensing of all or material patents or technologies of 100% Subsidiaries.
“Force
Majeure Events” means judgments or orders of courts, orders or dispositions of relevant competent authorities, wars, hostility,
blockade, riots, revolutions, strikes, work suspension, financial crisis, nuclear disasters, fires, hurricanes, earthquakes, tsunamis,
plagues or floods, etc., which are not attributable to the Parties, or force majeure or equivalent events.
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1.1
|
ASE and SPIL agree that ASE shall file an application to establish HoldCo
and effect, jointly with SPIL, the Share Exchange in accordance with the Republic of China Enterprise Mergers and Acquisitions
Act and relevant laws and regulations. The general shareholders’ meetings of both Parties will consider resolutions
to approve the transfer of all the issued and outstanding shares of both Parties to HoldCo, and HoldCo will issue new shares
to ASE’s shareholders, and pay the Cash Consideration to SPIL’s shareholders as consideration, based on the Exchange
Ratio and Cash Consideration provided under Article 3 hereof.
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|
1.2
|
ASE and SPIL agree that, upon the completion of the Share Exchange,
ASE and SPIL shall each maintain its separate legal entity status and shall each retain its respective legal entity name,
and that ASE and SPIL will become wholly-owned subsidiaries of HoldCo concurrently. HoldCo’s Articles of Association
is attached hereto as Appendix 1.
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|
2.
|
ASE’s and SPIL’s Capital Structures as of Execution
Date
|
|
2.1
|
ASE represents to SPIL that its capital structure as of the Execution Date is as follows:
|
|
2.1.1
|
ASE’s paid-in share capital amounts to NT$79,236,225,960
million, with a total of 7,923,622,596 issued and outstanding common shares (including 5,349,700 shares which remain to be
registered for change).
|
|
2.1.2
|
ASE has 120,000,000 treasury shares.
|
|
2.1.3
|
It has a total of US$600,000,000 issued and outstanding unsecured
foreign convertible bonds, specifically:
|
|
(1)
|
US$400,000,000 unsecured foreign convertible bonds issued by
ASE on September 5, 2013, with outstanding balance of US$400,000,000, convertible into ASE’s new common shares, due
on August 26, 2018, and the conversion price per share as of the Execution Date is NT$31.93.
|
|
(2)
|
US$200,000,000 unsecured foreign convertible bonds issued by
ASE on July 2, 2015, with outstanding balance of US$200,000,000, convertible into ASE’s treasury shares as described
under Article 2.1.2 hereof, due on March 17, 2017, and the conversion price per share as of the Execution Date is NT$54.5465.
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|
2.1.4
|
ASE has a total of 236,676,850 units of issued but not vested
employee stock options, specifically:
|
|
(1)
|
185,806,000 units of employee stock options issued by ASE on
December 19, 2007, due on December 18, 2017, each unit exercisable for 1 common share, and its exercise price per share as
of the Execution Date is NT$21.10, with the balance of the issued but not vested employee stock options amounting to 53,938,500
units.
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|
(2)
|
187,719,500 units of employee stock options issued by ASE on
May 6, 2010, due on May 5, 2020, each unit exercisable for 1 common share, and its exercise price per share as of the Execution
Date is NT$20.4, with the balance of the issued but not vested employee stock options amounting to 84,056,850 units.
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|
(3)
|
12,280,000 units of employee stock options issued by ASE on
April 15, 2011, due on April 14, 2021, each unit exercisable for 1 common share, and its exercise price per share as of the
Execution Date is NT$22.6, with the balance of the issued but not vested employee stock options amounting to 7,731,500 units.
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|
(4)
|
94,270,000 units of ASE’s employee stock options issued
on September 10, 2015, due on September 9, 2025, each unit exercisable for 1 common share, and its exercise price per share
as of the Execution Date is NT$36.5, with the balance of the issued but not vested employee stock options amounting to 90,950,000
units.
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2.1.5
|
Except as set forth in Article 2.1.1 through Article 2.1.4,
ASE has no other issued and outstanding equity-linked securities or other treasury shares.
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|
2.2
|
SPIL represents to ASE that its capital structure as of the Execution Date is as follows:
|
|
2.2.1
|
Its paid-in share capital amounts to NT$31,163,611,390, with
a total of 3,116,361,139 issued and outstanding common shares:
|
|
2.2.2
|
US$400,000,000 SPIL Foreign Convertible Bonds issued by SPIL
on October 31, 2014, with an outstanding balance of US$400,000,000, convertible into SPIL’s newly issued common shares
prior to October 21, 2019. As the Execution Date occurs during the suspension period for conversion of SPIL Foreign Convertible
Bonds, the conversion price for each share shall be referred to the conversion price thereof announced by SPIL on July 1,
2016.
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2.2.3
|
Except as set forth in Article 2.2.1 and Article 2.2.2, SPIL
has no other issued and
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|
|
outstanding equity-linked securities or other treasury shares.
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2.3
|
The number of total shares as agreed by HoldCo to acquire from
each of ASE and SPIL on the Share Exchange Record Date will be based on the actual total number of shares issued by ASE and
SPIL, respectively, as of the Share Exchange Record Date.
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|
3.
|
Share Exchange Consideration
|
|
3.1
|
The Transaction will result in the exchange of all of ASE’s
issued and outstanding shares in consideration for newly issued common shares of HoldCo, at an exchange ratio of 1 ASE common
share for 0.5 HoldCo common share (the “
Exchange Ratio
”) (1 ASE American depositary share (each ASE American
depositary share currently represents five ASE common shares) shall be exchanged for 1.25 Holdco American depositary shares
(each HoldCo American depositary share will represent two HoldCo common shares)). The actual number of ASE’s shares
expected to be exchanged under this Transaction will be based on the total number of shares issued by ASE as of the Share
Exchange Record Date.
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|
3.2
|
The Transaction will result in the exchange of each of SPIL’s
issued and outstanding shares for the Cash Consideration payable by HoldCo. The actual number of SPIL’s shares to be
exchanged under the Transaction will be based on the total amount of shares issued by SPIL and outstanding as of the Share
Exchange Record Date. The Cash Consideration will be subject to adjustments if SPIL issues shares or cash dividends during
the period from the Execution Date to the Share Exchange Record Date, provided, however, the Cash Consideration shall not
be subject to adjustment if the cash dividends distributed by SPIL in 2017 is less than 85% of its after-tax net profit for
the year 2016.
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|
3.3
|
ASE shall, before SPIL’s submission of Schedule 13E-3
to the SEC, confirm with SPIL the types and their composition of ASE’s and HoldCo’s funding sources, and present
proof documentation in respect of sources of funding (including, but not limited to, the financing plan and a highly confident
letter conforming to market practice issued by bank(s) on the financing of the Transaction) that can demonstrate ASE’s
and HoldCo’s abilities to fully pay the Cash Consideration. In addition, ASE and HoldCo shall, no later than three business
days after the Share Exchange Record Date, transfer the entire amount of the Cash Consideration to a dedicated capital account
opened by SPIL’s stock transfer agency for the purposes of the closing of the Transaction. ASE and HoldCo shall be jointly
and severally liable to the foregoing.
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|
3.4
|
The total registered capital of HoldCo is contemplated to be
NT$50,000,000,000, divided into 5,000,000,000 common shares, with a par value of NT$10, to be issued in installments; the
total paid-in share capital of HoldCo as of the Share Exchange Record Date upon initial issuance is temporarily contemplated
to be NT$39,618,112,980 million, divided into 3,961,811,298 shares. Prior to the Share Exchange Record Date, the amount of
HoldCo’s new shares to be issued upon the Share Exchange shall be adjusted to take into account any increase or decrease
in the amount of ASE’s issued shares arising from any capital increase, capital decrease or issuance of new shares on
vesting, exchange or conversion of equity-linked securities.
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3.5
|
Any fractional shares resulting from HoldCo issuing new HoldCo
shares to ASE shareholders based on the Exchange Ratio will be subscribed by a person designated by HoldCo’s chairman
based on ASE’s closing price on the trading day immediately before the
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|
|
Share Exchange Record Date on
the Taiwan Stock Exchange, calculated based on the Exchange Ratio and such person will pay cash in lieu to such ASE shareholders
(rounded down to the nearest NT dollar). HoldCo’s board of directors has the sole discretion to implement any changes to
the foregoing provisions relating to treatment of fractional shares so long as changes are necessary under relevant laws or regulations,
or are required for processing purposes.
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4.
|
Adjustment to Consideration of Share Exchange
|
|
4.1
|
Both Parties agree that the Exchange Ratio as agreed hereunder
shall not be changed unless approved by the competent authority and agreed by the resolutions of the boards of directors of
HoldCo and both Parties; and except under the circumstances set forth in Article 4.2 hereof, the Cash Consideration as agreed
herein cannot be changed.
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4.2
|
The Parties agree that they shall cause their respective extraordinary
general shareholders’ meeting (ASE’s extraordinary general shareholders’ meeting shall be Holdco’s
promoters’ meeting) to adopt a resolution authorizing each Party’s and HoldCo’s (if applicable) respective
board of directors to effect a reasonable adjustment of the Cash Consideration in good faith and by mutual agreement as soon
as possible, without the need for a resolution for adjustment at a separately convened general shareholders’ meeting
(unless as otherwise agreed herein), if any of the events described below occurs during the period from the Execution Date
until the Share Exchange Record Date:
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|
4.2.1
|
Issuance of SPIL’s equity-linked securities of any nature
(except for any share(s) newly issued as a result of the exercise of conversion rights by holders of SPIL Foreign Convertible
Bonds) or other securities convertible into SPIL shares;
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4.2.2
|
SPIL’s disposal of material assets;
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4.2.3
|
Occurrence of major disasters causing a SPIL Material Adverse
Effect Event, material technical changes or other circumstances affecting SPIL’s shareholders’ interests or its
share prices; or
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|
4.2.4
|
SPIL’s repurchase of treasury shares (except for the repurchase
of shares by SPIL subsequent to SPIL shareholders’ exercising appraisal rights under law in connection with the Share
Exchange).
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|
4.3
|
For the purposes of Article 4.2.2 and Article 4.23 hereof, “material”
shall mean that the occurrence of said events or circumstances, individually or in aggregate, results in an increase or decrease
of SPIL’s consolidated net book value by 10% or more as compared to the net book value in SPIL’s consolidated
audited financial statements as of March 31, 2016 (for the avoidance of doubt, excluding a decrease in the net book value
in SPIL’s consolidated audited financial statements resulted from dividends distributed by SPIL).
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4.4
|
Following the adjustment to the Cash Consideration pursuant
to the terms of Article 4 hereof, both Parties shall apply with, notify to or change with the competent authority in accordance
with the laws and regulations for the required permission or approval.
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5.
|
Shareholders’ Resolutions Approving the Share Exchange
|
|
5.1
|
Both Parties shall each prepare relevant documents subject to
the procedures and schedules as agreed under Appendix 2 hereto, and hold an extraordinary general shareholders’ meeting
to approve this Agreement and the Transaction in a share exchange resolution based on the terms of this Agreement on the same
date to be jointly agreed upon by both Parties in good faith and goodwill following clearance by two Antitrust Law Enforcement
Authorities of Relevant Countries or Regions (but not later than the 70th calendar day following clearance and approval obtained
by both Parties from each of the Antitrust Law Enforcement Authorities of Relevant Countries or Regions).
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5.2
|
The non-independent directors and supervisors (future independent
directors) of HoldCo shall be elected at ASE Extraordinary Shareholders’ Meeting (i.e., Holdco’s promoters’
meeting) in accordance with the arrangements set forth in Article 9 of this Agreement.
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6.
|
Conditions Precedent to Share Exchange
|
|
6.1
|
HoldCo and both Parties shall effect the Share Exchange to complete
the Transaction pursuant to this Agreement if all the conditions precedent below are satisfied:
|
|
6.1.1
|
The unconditional approval of the Transaction at each Party’s
respective general shareholders’ meeting; and
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|
6.1.2
|
The approvals or consents (including, but not limited to, approvals
or consents of conditions and/or burdens imposed by Antitrust Law Enforcement Authorities of Relevant Countries and Regions
that both Parties agree to accept) to consummate the Transaction from all relevant competent authorities (including, but not
limited to: the Taiwan Stock Exchange, the SEC, and Antitrust Law Enforcement Authorities of Relevant Countries and Regions)
shall have been received.
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6.1.3
|
No governmental entity having competent jurisdiction over the
Transaction shall have enacted or enforced any order (whether temporary, preliminary or permanent) that is in effect and enforceable
prohibiting, enjoining or rendering illegal the consummation of the Transaction, and no law shall have enacted or enforced
after the Execution Date rendering illegal or otherwise prohibiting the consummation of the Transaction. For the avoidance
of doubt, the enactment or enforcement of an “order” or “law” shall not include the making of a decision
by any governmental entity to extend the waiting period or initiate an investigation pursuant to any Antitrust Law or any
law of relevant jurisdictions.
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|
6.2
|
The obligations of each of HoldCo and ASE to complete the Transaction
is subject to the satisfaction of (or HoldCo’s and ASE’s consent to the waiver of) all the conditions below:
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|
6.2.1
|
All of SPIL’s representations and warranties contained
within this Agreement are true and accurate as of the Execution Date and as of the Share Exchange Record Date, except to the
extent that no SPIL Material Adverse Effect Event shall have occurred.
|
|
6.2.2
|
SPIL has fulfilled the undertakings and obligations that SPIL
is obliged to fulfill in all material respects prior to the Share Exchange Record Date pursuant to this Agreement.
|
|
6.2.3
|
No SPIL Material Adverse Effect Event shall have occurred by
the Share Exchange Record Date.
|
|
6.2.4
|
Before the Share Exchange Record Date, no Force Majeure Events
shall have occurred which, individually or in aggregate, result in a decrease of SPIL’s consolidated net book value
by 30% or more as compared to the net book value in SPIL’s consolidated audited financial statements as of March 31,
2016.
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|
6.3
|
SPIL’s obligation to complete this Transaction is subject
to the satisfaction of (or SPIL’s consent to waive) all the conditions below:
|
|
6.3.1
|
All of ASE’s representations and warranties contained
within this Agreement are true and accurate as of the Execution Date and as of the Share Exchange Record Date, except to the
extent that no ASE Material Adverse Effect Event shall have occurred; all of HoldCo’s representations and warranties
contained within this Agreement are true and accurate as of the Share Exchange Record Date, except to the extent that no HoldCo’s
material adverse effect event shall have occurred.
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|
6.3.2
|
ASE and/or HoldCo have fulfilled the undertakings and obligations
that ASE and/or HoldCo are obliged to fulfill in all material respects prior to the Share Exchange Record Date pursuant to
this Agreement.
|
|
6.3.3
|
No ASE Material Adverse Effect Event shall have occurred by
the Share Exchange Record Date.
|
|
6.3.4
|
No Force Majeure Events shall have occurred by the Share Exchange
Record Date which, individually or in aggregate, result in a decrease in ASE’s consolidated net book value by 30% or
more as compared to the net book value in ASE’s consolidated audited financial statements as of March 31, 2016.
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|
6.4
|
The completion of this Transaction is subject to satisfaction
or waiver of all the conditions precedent as set forth in Article 6.1 through 6.3 on or before the Long Stop Date. ASE or
SPIL shall not prevent the consummation of this Transaction for any other improper reason. If the closing of the Transaction
cannot be completed due to the failure of the conditions precedent as set forth in Article 6.1 through 6.3 hereof to be satisfied
on or before the Long Stop Date, this Agreement shall be terminated automatically at 0:00am on the day immediately following
the Long Stop Date.
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|
6.5
|
If all the conditions precedent as set forth in Article 6.1
through 6.3 hereof have been satisfied or waived, the Share Exchange shall be completed on the share exchange record date
as agreed by HoldCo’s and both Parties’ boards of directors in accordance with the laws and regulations and Article
6.5 hereof (“Share Exchange Record Date”). Each Party’s and HoldCo’s (if applicable) boards of directors
shall jointly agree upon and respectively resolve to approve the Share Exchange Record Date within 10 days following the date
of approval of their respective general shareholders’ meeting to effect the Transaction under Article 5.1 hereof.
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|
7.
|
Representations and Warranties
|
|
7.1
|
ASE represents and warrants to SPIL that the following terms
shall be true and correct as of the Execution Date and as of the Share Exchange Record Date:
|
|
7.1.1
|
Valid establishment and existence of the company: ASE is a company
limited by shares duly incorporated and validly existing under the ROC Company Act and has obtained all necessary licenses,
approvals, permits and other relevant licenses in order to carry on its business operations, except to the extent that failure
to obtain such licenses, approvals, permits and other relevant licenses would not give rise to an ASE Material Adverse Effect
Event. All the shares issued by ASE have been legally authorized, issued and fully paid.
|
|
7.1.2
|
Validity
and effectiveness of this Agreement: the execution and implementation of this Agreement, shall not violate (1) current
laws or regulations of the ROC; (2) judgments, orders or dispositions by courts or relevant competent authorities; (3)
the articles of incorporation, board resolutions or shareholders’ resolutions of ASE; or (4) contracts, agreements,
representations, warranties, promises, guarantees, arrangements or other obligations with which ASE shall comply, except
to the extent that, in case of (1), (2), (3) or (4), no ASE Material Adverse Effect Event shall have occurred or ASE’s
ability to fulfill this Agreement is not affected.
As
of the Execution Date, subject to (a) pre-merger notification requirements under the Hart–Scott–Rodino Antitrust Improvements
Act of 1976 (as amended) and regulations or rules promulgated thereunder (the “HSR Act”), (b) filing and/or notification
under the Antitrust Laws of any jurisdiction outside the United States, (c) approval necessary to be obtained from the SEC for
the proxy statement, (d) requirements for the purposes of compliance with state or other local securities, acquisitions and “blue
sky” laws, and (e) in addition to other authorizations, consents, approvals, orders, permits, notices, reports, notifications,
registrations, qualifications and waivers, ASE’s execution hereof, and fulfillment of obligations hereunder, and consummation
of the Transaction and other transactions contemplated hereunder have been authorized by the valid and effective resolution of
ASE, and this Agreement constitutes a valid and legally binding obligation of ASE, enforceable against ASE in accordance with
its terms.
|
|
7.1.3
|
Resolution and authorization by board of directors and/ or shareholders’
meeting: ASE’s board of directors and/or (before the Share Exchange Record Date) shareholders’ meeting have passed
resolution(s) approving this Agreement and the Share Exchange and authorized the chairman of ASE or his appointed representative
to execute, amend or change this Agreement on behalf of ASE.
|
|
7.1.4
|
All of ASE’s representations in Article 2.1 hereof are
true and correct as of the Execution Date.
|
|
7.2
|
ASE causes HoldCo to represent and warrant, and represents and
warrants jointly and severally with HoldCo, that the following terms shall be true and correct as of the Share Exchange Record
Date:
|
|
7.2.1
|
Valid establishment and existence of the company: HoldCo is
a company limited by shares duly incorporated and validly existing under the ROC Company Act and has obtained all necessary
licenses, approvals, permits and other relevant licenses in order to carry on its business operations, except to the extent
that failure to obtain such licenses, approvals, permits and other relevant licenses would not give rise to an material adverse
effect event. All the shares issued by HoldCo have been legally authorized, issued and fully paid.
|
|
7.2.2
|
Validity and effectiveness of this Agreement: the execution
and implementation of this Agreement, shall not violate (1) current laws or regulations of the ROC; (2) judgments, orders
or dispositions by courts or relevant competent authorities; (3) the articles of incorporation, board resolutions or shareholders’
resolutions of HoldCo; or (4) contracts, agreements, representations, warranties, promises, guarantees, arrangements or other
obligations with which ASE shall comply, except to the extent that, in case of (1), (2), (3) or (4), HoldCo’s ability
to fulfill this Agreement is not affected. The performance of this Agreement has been authorized by the valid and effective
resolution of HoldCo, and this Agreement constitutes a valid and legally binding obligation of HoldCo, enforceable against
HoldCo in accordance with its terms.
|
|
7.2.3
|
Resolution and authorization by board of directors and/or general
shareholders’ meeting: HoldCo’s promoters meeting (if applicable) has passed a resolution approving this Agreement
and the Share Exchange.
|
|
7.3
|
Except for (i) the information set forth in Appendix 3 (SPIL
Disclosure Letter) and (ii) publicly available information disclosed in accordance with the regulations of the Relevant Securities
Regulators, SPIL represents and warrants to ASE that the following terms shall be true and correct as of the Execution Date
and as of Share Exchange Record Date (except to the extent that a representation or warranty is by its terms made as of a
specified date, in which case such representation or warranty shall be true and correct only as of such date):
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7.3.1
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Valid establishment and existence of the company: SPIL is a
company limited by shares duly incorporated and validly existing under the ROC Company Act and has obtained all necessary
licenses, approvals, permits and other relevant licenses in order to carry on its business operations, except to the extent
that the failure to obtain such licenses, approvals, permits and other relevant licenses would not cause a SPIL Material Adverse
Effect Event to occur. All the shares issued by SPIL have been legally authorized, issued and fully paid.
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7.3.2
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Validity
and effectiveness of this Agreement: the execution and implementation of this Agreement, shall not violate (1) current
laws or regulations of the ROC; (2) judgments, orders or dispositions by courts or relevant competent authorities; (3)
articles of incorporation, board resolutions or shareholders’ resolutions of SPIL; or (4) contracts, agreements,
representations, warranties, promises, guarantees, arrangements or other obligations with which SPIL shall comply, except
to the extent that, in case of (1), (2), (3) or (4), no SPIL Material Adverse Effect Event shall have occurred or SPIL’s
ability to fulfill this Agreement is not affected.
As
of the Execution Date, subject to (a) pre-merger notification requirements under the Hart–Scott–Rodino Antitrust
Improvements Act of 1976 (as amended) and regulations or rules promulgated thereunder (the “HSR Act”), (b)
filing and/or notification under the Antitrust Laws of any jurisdiction outside the United States, (c) approval necessary
to be obtained from the SEC for the proxy statement, (d) requirements for the purposes of compliance with state or other
local securities, acquisitions and “blue sky” laws, and (e) in addition to other authorizations, consents,
approvals, orders, permits, notices, reports, notifications, registrations, qualifications and waivers, SPIL’s execution
hereof, and fulfillment of obligations hereunder, and consummation of the Transaction and other transactions contemplated
hereunder have been authorized by the valid and effective resolution of SPIL, and this Agreement constitutes a valid and
legally binding obligation of SPIL, enforceable against SPIL in accordance with its terms.
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7.3.3
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Resolution and authorization by board of directors and/ or shareholders’
meeting: SPIL’s board of directors and/or (before the Share Exchange Record Date) shareholders’ meeting have passed
resolution(s) approving this Agreement and the Share Exchange and authorized the chairman of SPIL or his appointed representative
to execute, amend or change this Agreement on behalf of SPIL.
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7.3.4
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All of SPIL’s representations in Article 2.2 hereof are
true and correct as of the Execution Date.
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7.3.5
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Financial statements and information: the audited and publicly
available financial statements and any other financial statements provided to ASE were prepared in accordance with the applicable
international financial reporting standards (Taiwan-IFRSs), and all material issues relating to SPIL and SPIL Subsidiaries
were fairly presented, and do not have any fabrications, mistakes or concealments in their content that would cause a SPIL
Material Adverse Effect Event to occur. Except as disclosed to ASE in writing, SPIL does not have any debts or other contingent
liabilities that would cause a SPIL Material Adverse Effect Event to occur.
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7.3.6
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Declaration and payment of taxes and charges: except as publicly
disclosed in accordance with applicable laws or disclosed in SPIL’s audited financial statements as of December 31,
2015, all taxes and charges to be lawfully declared (except for those legally subject to litigation or relief proceedings)
have been declared and paid in full within the legally allotted time period without any delays, omissions, fabrications, tax
evasions or other violations of relevant tax laws and regulations, orders or explanatory letters that would cause a SPIL Material
Adverse Effect Event to occur.
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7.3.7
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Litigation or contentious matters: except as publicly disclosed
in accordance with applicable laws or disclosed in SPIL’s audited financial statements as of December 31, 2015, there
are no on-going or potential litigation or contentious matters, which is likely to cause a SPIL Material Adverse Effect Event
to occur.
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7.3.8
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Assets and liabilities: SPIL’s assets and liabilities
of operation have been listed in the financial statements provided to ASE. SPIL has lawful and valid rights over the assets
it uses and except as publicly disclosed in accordance with applicable laws or disclosed in SPIL’s audited financial
statements as of December 31, 2015, its utilization, benefits and disposition are not restrained or limited that would cause
a SPIL Material Adverse Effect Event to occur.
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7.3.9
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No new material debts: except as publicly disclosed in accordance
with applicable laws or disclosed in SPIL’s audited financial statements as of December 31, 2015 or incurred in the
ordinary course of operations, from December 31, 2015 to the Execution Date and the Share Exchange Record Date, no new indebtedness,
obligations, burdens or contingent liabilities have been incurred that would cause a SPIL Material Adverse Effect Event to
occur.
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7.3.10
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Intellectual property rights: except to the extent that a SPIL
Material Adverse Effect Event would be caused to occur, the information contained in SPIL’s public filings regarding
Intellectual Property Rights is true, accurate and complete, does not contain any concealments or omissions and such Intellectual
Property Rights are not subject to
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mortgages, pledges or other liens or burdens. Except as publicly disclosed in accordance
with applicable laws or disclosed in SPIL’s audited financial statements as of December 31, 2015, SPIL and SPIL Subsidiaries
own valid Intellectual Property Rights for use in their daily major operations and have valid ownership or use right over
the Intellectual Property Rights required for their operations. To SPIL’s knowledge, SPIL and SPIL Subsidiaries have
not infringed upon, and have not been notified in writing or accused of infringing, upon the intellectual property rights
of others, and the validity and/or feasibility of the major Intellectual Property Rights owned by SPIL or SPIL Subsidiaries
have not been questioned or objected to by others that would cause a SPIL Material Adverse Effect Event to occur.
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7.3.11
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Labor relations: except as publicly disclosed in accordance
with applicable laws or disclosed in SPIL’s audited financial statements as of December 31, 2015, there are no material
labor disputes or any matters as of the Share Exchange Record Date which are in material violation of relevant labor laws
subject to dispositions imposed by labor authorities, which would cause a SPIL Material Adverse Effect Event to occur.
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7.3.12
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Environmental events: If in accordance with the relevant rules
and regulations, SPIL and SPIL Subsidiaries shall apply for relevant pollution treatment facility permits and pollution discharge
permits, pay pollution prevention fees or set up professional staff to manage pollution, SPIL and SPIL Subsidiaries have complied
with such requirements, and SPIL and SPIL Subsidiaries are not involved in any material environment pollution disputes or
subject to dispositions imposed by environmental authorities for material violation of relevant environmental laws that would
cause a SPIL Material Adverse Effect Event to occur.
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7.3.13
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Material contracts: All Material Contracts have been provided
in writing or orally disclosed to ASE and are without any fabrications, concealments or mistakes, and, except as otherwise
disclosed, such Material Contracts will not be invalid, terminated, dismissed, or claimed to be in breach as a result of the
Transaction that would cause a SPIL Material Adverse Effect Event to occur.
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7.3.14
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No breach of contract: except as publicly disclosed in accordance
with applicable laws or disclosed in SPIL’s audited financial statements as of December 31, 2015, SPIL and SPIL Subsidiaries
are not in breach of any material entrustment agreement, mortgage, trust, loan or other contracts to which they are parties,
which are binding on them, or under which their properties are subject matters; except that any such breach does not cause
a SPIL Material Adverse Effect Event to occur or affect the fulfillment of this Agreement by SPIL and SPIL Subsidiaries.
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7.3.15
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Materials of this Agreement: All or any part of information
required in order to prepare and file the Registration Statement (as defined in Appendix 2) and documents provided by SPIL
to ASE are true and correct in all material respects and do not contain any fabrications, mistakes or concealments that would
cause a SPIL Material Adverse Effect Event to occur.
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7.3.16
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Compliance with Laws. SPIL and SPIL Subsidiaries are in compliance
with all applicable laws in all material respects without violations that would cause a SPIL Material Adverse Effect Event
to occur.
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8.1
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ASE and/or HoldCo (if applicable) covenant to SPIL that, from
the Execution Date until Share Exchange Record Date:
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8.1.1
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Except to the extent that SPIL has materially breached any of
its obligations, undertakings or representations and warranties under this Agreement, or SPIL has any circumstances that would
unreasonably prevent the completion of the Share Exchange or where SPIL’s directors have breached their duty of care
or duty of royalty in respect of the Transaction, the ASE covenants to SPIL that:
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(1)
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ASE shall support the candidates nominated by SPIL’s board
of directors to be elected to serve on SPIL’s 13th board of directors when SPIL re-elects its board of directors (including
independent directors) in June 2017.
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(2)
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ASE shall not intervene SPIL’s operation. It shall support
the motions put forward by SPIL’s board of directors at SPIL’s general shareholders’ meeting (ASE shall
abstain from so acting if ASE has an interest in the motion to SPIL’s general shareholders’ meeting that threatens
SPIL’s interest), and shall not solicit proxy forms or replace SPIL’s directors in any way including, but not
limited to, acting on its own or causing any other party to convene an extraordinary general shareholders’ meeting;
and unless with SPIL’s consent and in compliance with non-compete rules, ASE, ASE’s subsidiaries and their current
or former directors, supervisors, managers, and/or the spouses and second-degree relatives and other related parties of such
directors, supervisors, managers shall not serve as a director of SPIL.
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(3)
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ASE and SPIL will maintain their competition and respective
independence without poaching SPIL’s employees.
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(4)
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ASE shall not purchase or acquire SPIL’s shares or increase
its shares held in SPIL in any manner violating the laws or regulations of relevant countries or regions; for the shares legally
increased by ASE in SPIL from the Execution Date to the Share Exchange Record Date, ASE may dispose of them freely for financial
purposes, provided that the shares subject to disposal shall be in aggregate less than 10% of the total issued and outstanding
SPIL shares; ASE may transfer shares held in SPIL to designated persons who shall not in the integrated circuit packaging
industry; if ASE transfers shares held in SPIL in the amount that is in aggregate more than 10% of the total issued and outstanding
SPIL shares, ASE shall have firstly obtained SPIL’s consent or transfer the shares to SPIL’s designated persons.
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8.1.2
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Provided it is permissible by laws and regulations, ASE and
HoldCo shall use its commercially reasonable efforts to assist in obtaining all approvals relating to the Transaction from
competent authorities.
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8.1.3
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ASE and HoldCo shall comply with the Taiwan Fair Trade Act and
all relevant laws to the extent they are applicable to the Transaction.
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8.1.4
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In its SEC Filings (as defined in Appendix 2 hereto), it will
recommend ASE’s shareholders to vote in favor of this Agreement and the Share Exchange.
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8.1.5
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If an Antitrust Law Enforcement Authority of Relevant Country
or Region puts forward or proposes during its review of the Transaction to impose any addition conditions and/or burdens on
ASE, SPIL and/or HoldCo in its clearance/approval of the Transaction, ASE shall, without breaching the principles of SPIL’s
independent operations set forth hereunder, act in good faith and goodwill.to jointly decide with SPIL on whether or not to
accept such conditions and/or burdens, or consult with such Antitrust Law Enforcement Authority of Relevant Country or Region
on such conditions and/or burdens.
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8.1.6
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ASE and HoldCo shall nominate and elect HoldCo’s directors
and supervisors (future independent directors) pursuant to Article 9 hereof.
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8.2
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SPIL covenants to ASE that, from the Execution Date until the
Share Exchange Record Date:
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8.2.1
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To the extent permissible under laws and regulations, SPIL shall
use its reasonable efforts to assist in obtaining all approvals relating to the Transaction from competent authorities.
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8.2.2
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Based on the consensus and premises that the laws and regulations
will not be violated and ASE and HoldCo will maintain SPIL’s independent operations pursuant to this Agreement, SPIL
shall use its commercially reasonable efforts, to the extent that the law and regulations of relevant countries or regions
are not violated, to provide assistance and support to ASE in filing explanations, information and/or notifications to competent
authorities (including, but not limited to, filing on a several or joint basis of the relevant documentation to the Taiwan
Fair Trade Commission or the Ministry of Commerce of the People’s Republic of China, and filing of the relevant documentation
on a several basis to the United States Federal Trade Commission), in order for HoldCo and both Parties to receive approval
or consent from all relevant competent authorities required to complete the Share Exchange as soon as possible.
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8.2.3
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SPIL shall comply with the Taiwan Fair Trade Act and all relevant
laws to the extent they are applicable to the Transaction.
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8.2.4
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After ASE issues to SPIL, in connection with the payment of
entire amount of Cash Consideration hereunder, the financing plan and a highly confident letter in respect of the financing
of the Transaction issued by banks conforming to the market practice , SPIL shall in its SEC Filings (as defined in Appendix
2) recommend to SPIL’s shareholders to vote in favor of approving this Agreement and the Share Exchange.
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8.2.5
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Without the prior written consent of ASE, SPIL shall not nor procure SPIL Subsidiaries to:
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(1)
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Issue any equity-linked securities (except for any share(s) newly issued as a result of
the exercise of conversion rights by holders of SPIL Foreign Convertible Bonds).
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(2)
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Except for the repurchase of shares from the shareholders exercising
appraisal rights in connection with this Transaction in accordance with laws and regulations and Article 13 hereof or redemption
of SPIL Foreign Convertible Bonds as contractually agreed, directly or indirectly repurchase, individually or through any third
party, its
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issued and outstanding shares or equity-linked securities, decrease capital, resolve for dissolution, or
file for restructuring, settlement or bankruptcy.
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(3)
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Except subject to affirmative court judgments, arbitration awards
or approvals, orders, administrative decisions or approved conditions/burdens or other requirements imposed by competent authorities
(including, but not limited to, the Taiwan Stock Exchange, the Taiwan Fair Trade Commission, the United States Federal Trade
Commission, the SEC, and the Antitrust Law Enforcement Authorities of Relevant Countries and Regions), none of SPIL or any
of its directors, managers, employees, agents or representatives may offer, agree, enter into or sign with any third party
any contract, agreement or other arrangements in respect of any following matter: (a) any transaction that may involve a spin-off,
a purchase or a sale of shares of non-financial investment nature, or any other transaction of similar nature; (b) a lease
of all businesses or an entrustment, a joint operation, or an assumption of the entire business or assets from others (except
for an assumption of the entire business or assets from others in an aggregated transaction amount less than NT$500,000,000);
or (c) any merger and acquisition without issuing HoldCo’s shares, any sale of all or material assets or businesses
of 100% Subsidiaries, any disposal of interest in material assets or businesses of 100% Subsidiaries, or exclusive licensing
of all or material patents or technologies of 100% Subsidiaries, provided, however, if SPIL receives a Superior Proposal from
a third party the conditions of which, in the respective opinions of SPIL’s audit committee and board of directors,
are more favorable than those of this Transaction, SPIL shall notify ASE in writing the entire content of such Superior Proposal,
and from the fifth business day following the delivery of notice to ASE, negotiate with, propose to, inquire, deliberate with,
contact, discuss, offer or consult with such third party. Both Parties agree that, if SPIL cannot complete the Share Exchange
under this Agreement due to its acceptance of a Superior Proposal as set forth above, SPIL shall pay to ASE the amount of
NT$17 billion as a termination fee for the Transaction.
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8.2.6
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If Antitrust Law Enforcement Authorities of Relevant Countries
or Regions put forward or propose during their review of the Transaction to impose any conditions and/or burdens on ASE, SPIL
and/or HoldCo in the clearance/approval of the Transaction, SPIL shall, without breaching the principles of SPIL’s independent
operations set forth hereunder, act in good faith and goodwill to jointly decide with ASE on whether or not to accept such
conditions and/or burdens, or consult with such Antitrust Law Enforcement Authority of Relevant Countries or Regions on such
conditions and/or burdens.
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8.3
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Special Covenants Applicable Subsequent to the Share Exchange
Record Date: ASE, HoldCo and SPIL shall accept, comply with and fulfill the conditions and burdens agreed by both Parties
and imposed by Antitrust Law Enforcement Authorities of Relevant Countries.
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9.
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Directors of the HoldCo
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9.1
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HoldCo’s promoters’ meeting shall elect nine to
thirteen seats of non-independent directors and three seats of supervisors (future independent directors).
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9.2
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Two seats of the non-independent directors of HoldCo shall include
SPIL’s chairman and
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president, respectively (and their successors (if any)). Both Parties will jointly determine in
writing, with the utmost good faith and sincerity, the nominee for one independent director of HoldCo’s board when HoldCo
appoints independent directors.
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10.
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Guarantee of the Benefits and Rights of SPIL’s Employees
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10.1
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HoldCo shall retain all SPIL Employees as of the Share Exchange
Record Date. SPIL Employees to be retained after the completion of the Share Exchange will continue to enjoy the existing
employee benefits, working conditions and personnel regulations as of the Execution Date. SPIL Employees’ rights to
employment shall be duly protected, save for where a SPIL Employee commits a material breach of laws or the personnel regulations
of SPIL or SPIL Subsidiaries due to matters that are attributable to him/her and must be handled by SPIL in accordance with
the relevant personnel regulation. HoldCo shall reserve a portion of its employee stock options for SPIL’s employees
when HoldCo issues new employee stock options. SPIL’s board of directors may reasonably adjust SPIL’s employee
compensation and benefits by reference to ASE’s employee compensation and benefits.
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10.2
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HoldCo shall set forth the methods to issue its employee stock
options and the portion to be reserved for SPIL Employees based on the number of employees and employee’s contribution,
performance results and profitability of HoldCo’s future subsidiaries; and SPIL will determine, in accordance with its
personnel regulations, the proportion of such HoldCo’s employee stock options to be distributed to SPIL’s management
and its other employees.
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10.3
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ASE and HoldCo agree that SPIL’s management team may,
based on its own discretion and within three months after the completion of the Share Exchange, implement reasonable and appropriate
one-off plans to: (1) retain certain management team members of SPIL and/or (2) handle resignation requests from SPIL Employees
who choose to terminate employment after the Share Exchange Record Date, provided that the SPIL management team does not violate
its duty of loyalty or duty of care.
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10.4
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HoldCo and both Parties agree to waive the legal liability of
each Party’s staff (including, but not limited to, directors, managers and employees) in connection with the Transaction
that may be incurred prior to the Share Exchange Date, and each Party agrees to mutually exempt, forego, waive all of its
recourses in law against the other Party’s staff as set forth above in connection with the Transaction that may be incurred
prior to the Share Exchange Record Date. HoldCo and both Parties agree to waive the liability of any intermediary, its owner
or employee arising from its engagement in the Transaction or provision of advisory and other services to the Parties; provided,
however, this Article does not extend to the criminal liability, or legal liability arising from willful misconduct or gross
negligence, of any of legal or natural persons as set forth above.
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11.
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Independent Operation of SPIL
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11.1
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Before the completion of the Share Exchange, ASE and SPIL are
companies independent from each other, operate independently and, through healthy competition, improve their individual operating
efficiencies and economies of scale as well as research innovation achievements, thereby providing customers with more complete
services and alleviate concerns of order transfers from customers due to concentration risk. As a result of such independent
operation model, the competition restriction concerns or disadvantages to
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overall economic interests arising
from the publicity and consummation of the Transaction can be avoided. Therefore, on the basis that SPIL’s independent operation
and concurrence of competition and cooperation between both Parties shall be maintained, both Parties agree to file explanations
on the arrangement of the Transaction to relevant Antitrust Law Enforcement Authorities of Relevant Countries or Regions, to enable
them to approve the Transaction.
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11.2
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After the Share Exchange is completed, HoldCo will become a
parent company holding one hundred percent SPIL shares and continue to maintain the independent operation of, and concurrence
of competition and cooperation between, both Parties, and SPIL shall retain its legal entity name; provided that the relevant
laws and regulations are not violated, and no duty of care or duty of royalty of SPIL’s directors to SPIL is breached,
and without violating the interest of HoldCo, HoldCo agrees:
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(1)
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All of SPIL’s operations shall be resolved by SPIL’s
board of directors. SPIL’s board of directors shall have independent decision power on SPIL’s organizational documents,
personnel, payroll or welfare systems, financial budgets, audit, technology research and development, operations and marketing
and other matters so as to maintain SPIL’s independent operation;
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(2)
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any matter regarding SPIL’s rights and obligations shall
be completed by SPIL’s board of directors or under its authorization, and the operation of SPIL’s businesses shall
also be conducted by SPIL’s board of directors or under its directions;
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(3)
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Based on the principle of reciprocity, HoldCo will, as long
as allowed by its capability, provide guarantees, fundings or supports sufficient to cause other financing parties to provide
fundings (including, but not limited to, repayment guarantee documentation acceptable to other financing parties) whenever
SPIL has funding needs (including, but not limited to, the needs for capital expenditure and working capital in its annual
budget/annual plans) in order to meet the financing needs of SPIL; and
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(4)
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HoldCo shall agree that SPIL retain the management team and employees of SPIL and maintain their current organizational structure, compensation and relevant benefits as of the Execution Date. During the existence of SPIL as a subsidiary of HoldCo, SPIL’s board of directors shall have full autonomy in deciding and nominating future candidates for directors and supervisors of SPIL (and HoldCo shall appoint such candidates thereupon) (who shall not be replaced or otherwise removed without consent of SPIL’s board of directors), and maintain the current compensation and relevant benefits of SPIL’s directors as of the Execution Date. In addition, HoldCo may in no way dispose of its shares in SPIL without SPIL’s consent (including, but not limited to, sale, pledge, or otherwise encumbrance), and SPIL’s board of directors may continue to operate independently and determine the organizational structure, compensation and relevant benefits of SPIL, in order to facilitate the maintenance of SPIL’s current and future independent business and operation model after the completion of the Share Exchange.
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For the avoidance of doubt, upon resolution of each Party’s board of directors and general shareholders’ meeting (including HoldCo’s promoters’ meeting) approving this Agreement, the provisions of this Agreement regarding SPIL’s independent operation are deemed to comply with the laws and regulations set forth in Article 11.2 hereof without violating the interest of HoldCo.
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11.3
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Based on the principle of reciprocity, SPIL will, as long as allowed by its capability, provide guarantees, fundings or supports sufficient to cause other financing parties to provide fundings (including, but not limited to, repayment guarantee documentation acceptable to other financing parties) whenever HoldCo has the funding needs (including, but not limited to, the needs for capital expenditure and working capital in the annual budget/annual plan) in order to meet the financing needs of HoldCo.
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11.4
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The major organizational structure of HoldCo and major subsidiaries
operated by HoldCo after completion of the Share Exchange is shown in Appendix 4 hereto.
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11.5
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After the completion of the Share Exchange, none of 100% Subsidiaries
(including, but not limited to, ASE and SPIL) or any of their directors, managers or agents may, before discussion and consensus
reached with HoldCo, offer, agree to, reach or enter into any agreement with any third party that is not a Party regarding
an Alternate Transaction. Upon instruction, if any, of a competent authority regarding restrictions on 100% Subsidiaries entering
into Alternate Transactions, Article 11.5 hereof shall be subject to adjustment as per such instruction.
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11.6
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HoldCo and its subsidiaries (other than SPIL) shall not provide
to ASE with customers and competition information obtained from SPIL, including, but not limited to, production and sales
costs, product price/quantity, suppliers and other information, unless otherwise agreed by SPIL and in compliance with Antitrust
Law.
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11.7
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Except as set forth herein, in managing SPIL or handling SPIL
matters, SPIL directors and/or managers shall not violate their duty of loyalty or duty of care to SPIL, and shall protect
SPIL without violating the interest of HoldCo.
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11.8
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Where SPIL exercises its rights under Article 14.2, Article
14.3, Article 17.4 or other relevant provisions herein, it has the rights to initiate arbitration against HoldCo or its subsidiaries
(other than SPIL) for dispute settlement.
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12.
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Principles in Dealing with Treasury Shares and Equity-Linked
Securities
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12.1
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ASE has repurchased treasury shares before the Share Exchange
Record Date for the purpose of Share Exchange in cooperation with ASE’s issuance of US$200,000,000 unsecured foreign
convertible bonds on July 2, 2015. However, the shares that have not been converted will continue to be owned by ASE and will
be converted to the shares of HoldCo as of the Share Exchange Record Date in accordance with the Exchange Ratio for processing
afterwards under the original purpose for repurchase of treasury shares or in accordance with relevant laws and regulations.
The terms and conditions for conversion shall remain the same as original terms and conditions, except that the conversion
price of the unsecured foreign convertible bonds shall be adjusted in accordance with Exchange Ratio.
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12.2
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For the outstanding balance of US$400,000,000 unsecured foreign
convertible bonds issued by ASE on September 5, 2013, except where the bonds have been redeemed or repurchased and cancelled
or converted by the holders by exercising their conversion rights before Share Exchange Record Date, the holders of such unsecured
foreign convertible bonds may, after ASE obtains approval from all relevant competent authorities and after Share Exchange
Record Date, convert such outstanding balance into newly issued HoldCo common shares.
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The conversion shall be subject to applicable
laws and the indenture of such unsecured foreign convertible bonds and the Exchange Ratio. The conversion of the unsecured
foreign convertible bonds into HoldCo common shares does not require separate approval from ASE’s board meeting or shareholders’
meeting or HoldCo’s shareholders’ meeting.
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12.3
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For the stock options issued by ASE upon the approval from relevant
competent authorities before the execution of this Agreement, HoldCo will assume ASE’s obligations under the stock options
as of the Share Exchange Record Date. Except that the exercise price and amount shall be adjusted in accordance with Exchange
Ratio herein and that the shares subject to exercise shall be converted into HoldCo’s newly issued common shares, all
other terms and conditions for issuance will remain the same. The final execution arrangements shall be made by HoldCo in
compliance with relevant laws and regulations and subject to the approval of relevant competent authorities.
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12.4
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ASE shall cause HoldCo to warrant, and warrants severally and
jointly with HoldCo, to SPIL that, if any SPIL Foreign Convertible Bonds have not been redeemed or repurchased and cancelled
or converted by the bond holders thereof by exercising their conversion rights as of the Share Exchange Record Date, HoldCo
will pay the Cash Consideration (subject to adjustments in accordance with laws, regulations and/or applicable requirements
under Article 4 hereof) to the bond holders thereof exercising their conversion rights after the Share Exchange Record Date.
In addition, HoldCo and SPIL shall separately agree to execute a supplemental indenture with the trustee of SPIL Foreign Convertible
Bonds whereby HoldCo and SPIL will become co-obligors in respect of the redemption of SPIL Foreign Convertible Bonds and HoldCo
agrees to pay the Cash Consideration (subject to adjustment in accordance with laws, regulations and/or applicable requirements
under Article 4 hereof) to the bond holders thereof exercising their conversion rights.
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13.1
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If a shareholder of either Party exercises its appraisal rights
in relation to the Share Exchange under laws, such Party shall repurchase the shares of such dissenting shareholder in accordance
with the procedures under the laws or regulations. Shares repurchased pursuant to this Article shall be dealt with under relevant
laws and regulations.
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14.1
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If a Party fails to perform or breaches any of its obligations,
undertakings or representations and warranties under this Agreement (a default by either HoldCo or ASE hereunder shall be
deemed to be a joint default by HoldCo and ASE to which HoldCo and ASE shall be jointly and severally liable), and if such
failure or breach is by its nature remediable, and the non-defaulting Party requests the defaulting Party in writing to remedy
such failure or breach within 15 days, the failure to remedy in such period of time after receiving such notice shall constitute
an event of default under this Agreement, provided, however, except as otherwise specifically provided in Article 14.3 hereof,
any of the representations and warranties made by either Party prior to the Share Exchange Record Date, even though there
was failure to perform or breach of any of those representations and warranties, shall be regarded as invalidated as of the
Share Exchange Record Date.
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14.2
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If an event of default occurs and such event of default leads
to the failure to consummate the Transaction on or before the Long Stop Date, the non-defaulting Party is entitled to
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terminate
or cancel this Agreement and claim from the defaulting Party necessary expenses incurred in entering into this Agreement and
the performance of the Transaction hereunder. The foregoing shall be in addition to, not in lieu of, the rights, remedies
and damages available under laws; provided that if the non-defaulting Party’s contributory negligence has contributed
to the occurrence of such event of default, relevant costs shall be adjusted based on the proportion of contributory negligence,
which may be determined by an expert appraiser appointed by both Parties without arbitration; the foregoing is also applicable,
mutatis mutandis, to the offset between losses and gains, if any, of non-defaulting Party from such event of default.
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14.3
|
If a material event of default (“material event of default”
refers to an event of breach under Article 8.1.1, Article 8.1.3, Article 8.1.5, Article 8.1.6, Article 8.2.2, Article 8.2.6,
Article 8.3, Article 9, Article 10, Article 11, or the occurrence of a circumstance under Article 14.2) occurs, the non-defaulting
Party shall not only be entitled to claim rights pursuant to the relevant provisions herein, but also entitled to claim liquidated
damages of NT$8.5 billion from the defaulting Party. In case of a contributory negligence as set forth in the second sentence
of Article 14.2, the liquidated damages shall be adjusted accordingly.
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15.
|
Termination of this Agreement
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15.1
|
Prior to the Share Exchange Record Date, unless agreed by ASE
and SPIL in writing, a Party can terminate this Agreement by written notice to the other Party in any of the following situations:
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15.1.1
|
Laws, judgments or orders of courts or orders or administrative
decisions are issued by relevant competent authorities restricting or prohibiting this Transaction, provided that such restriction
or prohibition has been confirmed and cannot be remedied with the adjustment of the content of this Agreement, either Party
may terminate this Agreement by a written notice to the other Party.
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15.1.2
|
This Agreement and the Transaction are not approved by either
Party’s shareholders at the applicable shareholder meeting convened for such purpose.
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15.2
|
Prior to the Share Exchange Record Date, ASE or SPIL may terminate
this Agreement as follows:
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15.2.1
|
If SPIL fails to perform or breaches any of its obligations,
undertakings or representations and warranties under this Agreement (1) which leads to the failure to satisfy the conditions
set forth in Article 6.2, and (2) such breach is by its nature remediable and cannot be or is not remedied by SPIL within
30 business days after receiving from ASE a written notice on such breach or failure to perform, and (3) which is not waived
in writing by ASE, ASE may terminate this Agreement in writing.
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15.2.2
|
If ASE fails to perform or breaches any of its obligations,
undertakings or representations and warranties under this Agreement (1) which leads to the failure to satisfy the conditions
set forth in Article 6.3, and (2) such breach is by its nature remediable and cannot be or is not remedied by ASE within 30
business days after receiving from SPIL a written notice on such breach or failure to perform, and (3) which is not waived
in writing by SPIL, SPIL may terminate this Agreement in writing.
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15.3
|
If the Transaction is not consummated on or before the Long
Stop Date, this Agreement shall be terminated automatically at 0:00am on the day immediately following the Long Stop Date.
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15.4
|
After this Agreement is terminated or ceases to exist for any
reason, except as otherwise provided by laws and regulations, either Party is entitled to request the other Party to return,
within 7 business days after the termination of this Agreement, the documents, data, records, items, plans, trade secrets
and any other tangible information that the other Party obtains pursuant to this Agreement. The Parties may retain the copies
of such documents and information to the extent necessary to comply with relevant laws and regulations.
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15.5
|
Unless terminated under Article 15.2.1, after this Agreement
is terminated or ceases to exist for any reason, Article 8.1.1 and Article 8.2.5(3) hereof shall continue and remain the same
effect within 6 months after the termination of this Agreement or its cessation to exist for any reason. ASE shall maintain
its position as a financial investor without intervening SPIL’s independent operation within this six-month period.
The Parties shall enter into future cooperation plans by good faith negotiations within this six-month period.
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16.
|
Taxation and Expenses
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16.1
|
Unless as otherwise agreed in this Agreement, any taxes and
expenses incurred in relation to the negotiation, execution or performance of this Agreement (including, but not limited to,
legal fees, accounting fees and other consultant fees and any taxes or other relevant fees that shall be paid by HoldCo, either
Party or its shareholders in accordance with applicable law) shall be borne by HoldCo, ASE, SPIL and/or their shareholders,
respectively.
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17.1
|
After the Transaction has been approved by the boards of directors
of ASE and SPIL, and relevant information has been made public, in case that ASE and SPIL agree to enter into statutory share
exchange with a party other than the Parties, which will result in additional parties participating in the Transaction, the
previously completed procedures or legal actions in connection with the Transaction shall be re-conducted by all then-participating
parties.
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17.2
|
The interpretations, effectiveness and performance of this Agreement
shall be governed by ROC law. Any matter not covered herein shall be addressed in accordance with the relevant laws and regulations.
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17.3
|
If any provision of this Agreement violates relevant laws and
regulations and thereby becomes invalid, the part which is in violation of such laws and regulations shall be invalid while
other provisions of this Agreement shall remain valid. If an amendment to any provision of this Agreement is required according
to an approval of competent authorities, due to change of law or regulation or as required by a fact, such amendment shall
be made jointly upon approval of competent authorities and resolutions of the boards of directors of HoldCo and/or both Parties,
and consent of each Party’s general shareholders’ meeting shall not be required.
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17.4
|
Disputes arising from this Agreement between ASE (and/or HoldCo)
and SPIL shall be resolved by friendly negotiation as a first instance. In case that no agreement can be reached within 30
days after either Party requests in writing for negotiation, ASE (and/or HoldCo)
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and SPIL shall submit relevant disputes to
the Chinese Arbitration Association in Taipei for arbitration in accordance with the Arbitration Law of the ROC. There shall
be 3 arbitrators, one of whom shall be appointed by each of ASE (and/or HoldCo) and SPIL, and the presiding arbitrator shall
be elected by the said 2 arbitrators. The arbitration shall be conducted in Chinese.
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17.5
|
Except otherwise specifically agreed by both Parties in writing,
ASE and SPIL agree that any oral or written discussions, agreements, contracts or undertakings entered into in relation to
the Transaction (i.e. the Share Exchange) before this Agreement was executed shall be replaced by this Agreement and thereby
be rendered invalid. In the event of any inconsistency in interpretation of meaning between the prior express agreement in
writing and this Agreement, this Agreement shall prevail.
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17.6
|
Amendments or alterations of this Agreement shall be made upon
mutual written consent of both ASE (and HoldCo, if it has been established) and SPIL.
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17.7
|
Either Party shall not transfer all or part of the rights under
this Agreement to any third party or have any third party to assume all or part of the obligations under this Agreement without
prior written consent of the other Party. As of the Execution Date, HoldCo has not yet been established; however, except to
the extent applicable under law, as from the date that HoldCo’s promoters meeting passes a resolution approving this
Agreement, this Agreement will become effective upon HoldCo pending future establishment. ASE and HoldCo shall be jointly
and severally liable to SPIL for all of HoldCo’s obligations and duties to SPIL as agreed herein.
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17.8
|
Before the Share Exchange Record Date, if either Party or HoldCo
fails or delays its performance of the obligations under this Agreement due to a Force Majeure Event, it shall not be liable
to the other Party. Upon occurrence of a Force Majeure Event, either Party shall notify the other Party within 5 days after
it becomes aware of such events. Notwithstanding the foregoing, neither Party shall be exempted from continuing to perform
its obligation under this Agreement as soon as possible when the Force Majeure Event shall have thereafter ceased.
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17.9
|
Unless otherwise disclosed under relevant laws or regulations,
this Agreement, orders or requirements of courts, competent authorities or stock exchanges or as necessary for the exercise,
preservation or performance of the relevant rights and obligations by the Parties under this Agreement, the Parties and HoldCo
agree to strictly keep the documents, data, records, items, plans, trade secrets, and other tangible and intangible information,
which are of confidential nature and communicated or obtained from the other Party prior to the Share Exchange Record Date
for the purposes of this Transaction, as confidential. The confidential obligations under this Article 17.9 shall survive
the subsequent rescission, cancellation, termination or non-existence, for any reason, of this Agreement, except for any such
information (1) which is generally known to the public due to reasons other than violation of this Agreement; (2) whose disclosure
is required in order to avoid a violation of relevant laws and regulations; or (3) has been obtained by a Party from a third
party who is legally entitled to obtain and disclose such information at the time when it obtains such document or information
from the other Party.
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17.10
|
Any
notification in relation to this Agreement shall be delivered to the following address by registered letter or delivery in person.
The notification shall become effective upon
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|
|
delivered to the following address. In case that the notification
cannot be delivered, it shall be regarded as having been delivered when it is mailed at the first time.
Advanced
Semiconductor Engineering, Inc.
Attention:
Jason C.S. Chang, Chairman
Address:
Room 1901, Floor 19, No. 333, Section 1, Keelung Road, Xinyi District, Taipei, Taiwan
Siliconware
Precision Industries Co., Ltd.
Attention:
Bough Lin, Chairman
Address:
No. 123, Sec. 3, Da Fong Rd., Tantzu, Taichung , Taiwan
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17.11
|
All of the appendices hereto constitute an integral part of
this Agreement with the same effect.
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17.12
|
This Agreement shall become effective after it is signed and
delivered by both ASE and SPIL.
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17.13
|
This Agreement is made in duplicate originals, one to be retained by each Party.
|
[Remainder
of This Page Intentionally Left Blank, Signature Page Follows]
Parties
Advanced Semiconductor Engineering, Inc.
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Siliconware Precision Industries Co., Ltd.
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|
|
|
|
|
|
Representative: Jason C.S. Chang
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Representative: Bough Lin
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■ Agreement-
Appendix 1
ASE Industrial
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
Industrial Holdings 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, R.O.C. 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$50 billion divided into 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.
Article 7.
The share
certificates shall be in registered form and have the signatures or seals of at least three directors of the Company and shall
be legally authenticated before issuance. In accordance with the provisions set forth in Article 162-2 of the ROC Company Act,
the Company may choose to not provide share certificates in print form.
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 according to the law 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 and Supervisor
Article 16.
The Company
shall have nine to thirteen directors and also three supervisors to be elected by the general shareholders’ meeting from
candidates with legal capacity. Each director or supervisor 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 and supervisors of the Company shall be conducted pursuant to Article 198 of the ROC Company Act and relevant
regulations.
Article 16-1.
Since the
second Board of Directors term, the Company shall have thirteen directors, of which there shall be three independent directors
and ten 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.
Upon the
expiry of the term of office of the first supervisors of the Company elected, the provisions regarding supervisors under these
Articles of Incorporation of the Company shall cease to apply. 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.
The election
of the Company’s independent 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 independent directors. After the Board of Directors
examines and confirms the qualifications of the candidate(s) for serving as an independent 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 an independent 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 independent 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 supervisors and 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 according to the law, 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
and supervisors 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.
This 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, 0.1% (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.
“Employees”
referred to in paragraph 1 and 2 above includes employees of subsidiaries who meet certain qualifications. Such qualifications
are to be determined 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.
(4)
Addition or deduction of the portion of retained earnings that are equity investment gains or losses that have been realized and
measured at fair value through other overall gains or losses.
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.
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.
■ Agreement-
Appendix 2
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1.
|
Proxy Statements. After the date for general shareholders’
meetings of both Parties has been jointly agreed upon by both Parties in good faith and goodwill in accordance with Article
5.1 of this Agreement, ASE and SPIL shall each prepare a proxy statement relating to their respective authorization and approval
of this Agreement and the Transaction by their respective general shareholders’ meeting, including their respective
notice convening an extraordinary shareholders’ meeting (each, the “
ASE Proxy Statement
” (in case
of ASE) and the “
SPIL Proxy Statement
” (in case of SPIL), and collectively, the “
Proxy Statements
”).
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2.
|
Registration Statement. ASE shall prepare the relevant documents,
and file with SEC a registration statement on Form F-4 with respect to the HoldCo common shares (the “Registration Statement”)
and shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities
Act of 1933 as promptly as practicable after the Execution Date and to maintain the Registration Statement effective for so
long as is necessary to consummate the Transaction.
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3.
|
Schedule 13E-3. Concurrently with the preparation and filing
of the Registration Statement and the preparation of the Proxy Statements, SPIL and ASE shall each prepare and file with SEC
a Rule 13E-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (the “
Exchange Act
”)
with respect to the Transaction. ASE and SPIL shall cooperate and communicate with each other in preparation of the their
respective “Schedules 13E-3” filing (each a “Schedule 13E-3”, and collectively, the “
Schedule
13E-3 Filings
”), including, without limitation, furnishing to each other the information required by the Exchange
Act to be set forth in a Schedule 13E-3 (the Schedules 13E-3 and the Registration Statement collectively, the “
SEC
Filings
”).
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4.
|
SEC Comments. ASE and SPIL shall respond as promptly as practicable
and reasonable to any comments made by the SEC with respect to the SEC Filings and will provide each other with copies of
all correspondence with respect to the SEC Filings as promptly as practicable and reasonable. Both SPIL and ASE agree to not
to file or mail any SEC Filings, including any amendment or supplement thereto or any response to SEC’s comments, unless
each Party has had a reasonable opportunity to review and comment on such SEC Filings and such comments have been reasonably
incorporated into such SEC Filings. After the SEC confirms that it has no further comments to the SEC Filings, ASE and SPIL
shall mail as promptly as practicable and reasonable the applicable SEC Filings and Proxy Statements, if necessary, to their
respective ADR shareholders and thereafter promptly circulate amended, supplemental or supplemented proxy material.
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5.
|
Information Supplied. SPIL and ASE shall each promptly furnish
all information as may be reasonably requested in connection with the preparation, filing and mailing of SEC Filings or the
Proxy Statements or any other documents filed or to be filed with SEC in connection with the Transaction.
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6.
|
ASE’s and SPIL’s Extraordinary General Shareholders’
Meetings. From the working day immediately following the date on which SEC confirms that it has no further comments on the SEC
Filings, (i) ASE shall (x) cause its board of directors pass a resolution to call an extraordinary general shareholders’
meeting (the “
ASE Extraordinary Shareholders’ Meeting
”) and set a record date and a date of meeting (the
date of meeting must be in accordance with Article 5.1 thereof and within 70 calendar days after the next day after SEC confirms
that it has no further comments on the SEC Filings) as promptly as practicable after the date on which the ASE Proxy Statement
is mailed to the ASE shareholders for the purpose of obtaining shareholder approval of the Transaction, and circulate, in accordance
with law, the notice and procedure manual of ASE Extraordinary Shareholders’ Meeting after ASE Proxy Statement is mailed
to ASE’s shareholders and (y) mail or cause to be mailed notice of the ASE Extraordinary Shareholders’ Meeting and
form of proxy accompanying the ASE Proxy Statement that will be provided to the ASE shareholders in connection with the solicitation
of proxies for use at the ASE Extraordinary Shareholders’ Meeting and (ii) SPIL shall (x) cause its board of directors pass
a resolution to call an
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extraordinary general shareholders’ meeting (the “
SPIL
Extraordinary Shareholders’ Meeting
”) and set a record date and a date of meeting (the date of meeting must
be in accordance with Article 5.1 thereof and within 70 calendar days after the next day when SEC confirms after it has no
further comments on the SEC Filings) as promptly as practicable after the date on which the SPIL Proxy Statement is mailed
to the SPIL’s shareholders for the purpose of obtaining shareholder approval of the Transaction, and circulate, in accordance
with law, the notice and procedure manual of SPIL Extraordinary Shareholders’ Meeting after SPIL Proxy Statement is
mailed to SPIL’s shareholders and (y) mail or cause to be mailed notice of the SPIL Extraordinary Shareholders’
Meeting and form of proxy accompanying the SPIL Proxy Statement that will be provided to the SPIL shareholders in connection
with the solicitation of proxies for use at the SPIL Extraordinary Shareholders’ Meeting. ASE Extraordinary Shareholders’
Meeting and SPIL Extraordinary Shareholders’ Meeting shall be held on the same date to approve this Agreement and the
Transaction in a share exchange resolution based on the terms of this Agreement in accordance with the Republic of China Enterprise
Mergers and Acquisitions Act.
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■Agreement
- Appendix 3
SPIL Disclosure
Letter
As of June 29, 2016, no events
listed in Article 7.3 hereof causing any SPIL Material Adverse Effect Event which shall be disclosed occurred, provided that the
Parties agree that SPIL may update this Appendix 3 to this Agreement (i.e. the SPIL Disclosure Letter), to disclose the necessary
events that occur from the Execution Date until the Share Exchange Record Date.
■Agreement
- Appendix 4
ASE
Industrial Holding Co., Ltd.
■ Attachment
2
Supplemental
Agreement
to
Joint
Share Exchange Agreement
Preamble
This Supplemental
Agreement (this “
Agreement
”) to Joint Share Exchange Agreement (as defined below) is entered into on December
14, 2017 (the “
Execution Date
”) by and between:
|
(1)
|
Advanced
Semiconductor Engineering, Inc. (“
ASE
”), a company incorporated under
Republic of China (“
ROC
”) laws, with its address at No. 26, Chin Third
Road, Nantze Export Processing Zone, Nantze District, Kaohsiung City, Taiwan; and
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(2)
|
Siliconware
Precision Industries Co., Ltd. (“
SPIL
”), a company incorporated under
ROC laws, with its address at No. 123, Section 3, Da Fong Road, Tantzu District, Taichung
City, Taiwan.
|
WHEREAS
ASE and SPIL (collectively, the “
Parties
”) have entered into the Joint Share Exchange Agreement (the “
Joint
Share Exchange Agreement
”) on June 30, 2016 whereby ASE will file an application to establish a holding company (“
HoldCo
”)
by means of a statutory share exchange, and HoldCo will acquire all issued and outstanding shares of both ASE and SPIL. After
the closing of the share exchange, ASE and SPIL will become wholly-owned subsidiaries of HoldCo concurrently (the “
Transaction
”
or “
Share Exchange
”).
NOW THEREFORE,
IN WITNESS WHEREOF, the Parties have entered into this Agreement for the purpose of completing the Transaction, as follows:
|
1.1
|
Both
Parties agree to amend the definition of Long Stop Date (the “
Long Stop Date
”)
as set forth in the Joint Share Exchange Agreement to read as follows:
|
Long
Stop Date refers to October 31, 2018 or a later date otherwise agreed in writing by both Parties.
|
2.1
|
This
Agreement shall be deemed to be part of the Joint Share Exchange Agreement, provided
that the terms of this Agreement shall prevail in case of discrepancy between this Agreement
and the Joint Share Exchange Agreement. The Joint Share Exchange Agreement shall be applicable
to matters not covered herein. Capitalized terms undefined herein shall have the meaning
ascribed to them in the Joint Share Exchange Agreement.
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2.2
|
The
interpretations, effectiveness and performance of this Agreement shall be governed by
ROC law. Any matter not covered herein shall be addressed in accordance with Joint Share
Exchange Agreement and relevant laws and regulations.
|
|
2.3
|
Pursuant
to Article 17.3 of Joint Share Exchange Agreement, this Agreement shall become effective
after it is signed and delivered by both Parties and upon approval by their respective
board of directors.
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2.4
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This Agreement is made
in duplicate originals, one to be retained by each Party.
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[Remainder
of This Page Intentionally Left Blank, Signature Page Follows]
Parties
Advanced Semiconductor Engineering, Inc.
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Siliconware Precision Industries Co., Ltd.
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Representative: Jason C.S. Chang
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Representative: Bough Lin
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■ Attachment
3
Advanced
Semiconductor Engineering, Inc.
Table
of Comparison of Procedures for Lending Funds to Other Parties
BEFORE Amendment
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AFTER
Amendment
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Article
4 : Limits on the Lending Amount
The source of funds
for lending is limited to the funds owned by the Company or working capital turnover of the Company, and the lending of
funds shall not affect the Company's normal operation.
The limits on the lending amount are as follows:
(1) Aggregate
lending amount: it shall not exceed 50% of the Company's net worth as stated in the latest financial statements of the
Company; however, for companies or firms that have a short-term financing need, the aggregate lending amount shall not
exceed 40% of the Company's net worth as stated in the latest financial statements of the Company.
(2)
Lending amount for individual company or firm:
A.
For companies or firms that have business relationships with the Company: the lending amount to each company or firm shall
not exceed 20% of the Company's net worth as stated in the latest financial statements of the Company. In addition, for
risk consideration, the lending amount shall not exceed the sum of the value of purchase plus disbursements for provision
of service or the sum of the sales revenue plus service revenue.
B.
For companies or firms that have a short-term financing need: it shall not exceed 20% of the Company's net worth as stated
in the latest financial statements of the Company.
For loans
between foreign companies in which the Company directly or indirectly holds 100% of the voting rights, the aggregate and
individual lending amounts shall not respectively exceed 15% and 10% of the Company's net worth as stated in the latest
financial statements of the Company, whether due to lending funds for business relationships or short-term financing needs.
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Article
4 : Limits on the Lending Amount
The Company's limits
on the lending amount are as follows:
(1) Aggregate
lending amount: it shall not exceed 50% of the Company's net worth as stated in the latest financial statements of the
Company; however, for companies or firms that have a short-term financing need, the aggregate lending amount shall not
exceed 40% of the Company's net worth as stated in the latest financial statements of the Company.
(2)
Lending amount for individual company or firm:
A.
For companies or firms that have business relationships with the Company: the lending amount to each company or firm shall
not exceed 20% of the Company's net worth as stated in the latest financial statements of the Company. In addition, for
risk consideration, the lending amount shall not exceed the sum of the value of purchase plus disbursements for provision
of service or the sum of the sales revenue plus service revenue.
B.
For companies or firms that have a short-term financing need: it shall not exceed
40
% of the Company's net worth
as stated in the latest financial statements of the Company.
For loans
between foreign companies in which the Company directly or indirectly holds 100% of the voting rights, the aggregate and
individual lending amounts shall not respectively exceed 15% and 10% of the Company's net worth as stated in the latest
financial statements of the Company, whether due to lending funds for business relationships or short-term financing needs.
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Article 5 : The Term
of Loan And Calculation of Interest
The term of loan
and calculation of interest for the Company shall be applied as follows:
(1)
The term of each loan shall not exceed one year.
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Article 5 : The Term
of Loan And Calculation of Interest
The term of loan
and calculation of interest for the Company shall be applied as follows:
(1)
The term of each loan shall not exceed one year.
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BEFORE Amendment
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AFTER
Amendment
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However, for lending funds
to companies or firms that have business relationships with the Company, the term of loan may be extended with the approvals of
the audit committee of the Company (the “
Audit Committee
”) and the Board under special circumstances, provided
that the extension for each loan shall be no more than 6 months and no more than one time.
(2) Interest on the loan
may be calculated at floating interest rates or fixed interest rates and adjusted according to the Company's cost of capital at
all time. Interest rate adjustments will become effective after submitted by the Finance Division of the Company (the “
Finance
Division
”) to and approved by the general manager. Loan interest is calculated once every month.
The term of loan and calculation of interest for funds lending
by a subsidiary shall comply with the preceding paragraph. However, for loans between foreign companies in which the Company directly
or indirectly holds 100% of the voting rights, the term of each loan may not exceed five years. Under special circumstances, the
term of loan may be extended with the prior approval of the Board, provided that the extension for each loan shall be no more than
three years and no more than one time; the restrictions under subparagraph 1 of the preceding paragraph shall not apply.
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However, for lending funds
to companies or firms that have business relationships with the Company, the term of loan may be extended with the approvals of
the audit committee of the Company (the “
Audit Committee
”) and the Board under special circumstances, provided
that the extension for each loan shall be no more than 6 months and no more than one time.
(2) Interest on the loan
may be calculated at floating interest rates or fixed interest rates and adjusted according to the Company's cost of capital at
all time. Interest rate adjustments will become effective after submitted by the Finance Division of the Company (the “
Finance
Division
”) to and approved by the general manager
or Chief Financial Officer
. Loan interest is calculated once
every month.
The term of loan and calculation of interest for funds lending
by a subsidiary shall comply with the preceding paragraph. However, for loans between foreign companies in which the Company directly
or indirectly holds 100% of the voting rights, the term of each loan may not exceed five years. Under special circumstances, the
term of loan may be extended with the prior approval of the Board, provided that the extension for each loan shall be no more than
three years and no more than one time; the restrictions under subparagraph 1 of the preceding paragraph shall not apply.
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Article 6 : The Operational
Procedures for Lending of Funds
(1) When
applying to the Company for a loan, the Borrower shall provide an application letter specifying the loan amount, term
of loan, purpose for loan and provision of collaterals, together with its basic information, finance information and guarantee
information, etc. to the Company.
(2) The
Finance Division shall carefully review and evaluate the borrower. The items for evaluation shall include:
A.
Necessity and reasonableness of the lending.
B.
The appropriateness of the loan amount granted considering the borrower's financial condition.
C.
Whether the lending exceeds the limits on the aggregate lending amount.
D.
Impact on the Company's operational risk,
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Article 6 : The Operational
Procedures for Lending of Funds
(1) When
applying to the Company for a loan, the Borrower shall provide an application letter specifying the loan amount, term
of loan, purpose for loan and provision of collaterals, together with its basic information, finance information and guarantee
information, etc. to the Company.
(2) The
Finance Division shall carefully review and evaluate the borrower. The items for evaluation shall include:
A.
Necessity and reasonableness of the lending.
B.
The appropriateness of the loan amount granted considering the borrower's financial condition.
C.
Whether the lending exceeds the limits on the aggregate lending amount.
D.
Impact on the Company's operational risk,
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BEFORE Amendment
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AFTER
Amendment
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financial condition, and shareholders' equity.
E. The necessity to obtain
collaterals and appraisal of collaterals.
F. Enclosure of credit check
and risk assessment records of the borrower.
(3) For lending
funds to companies or firms that have business relationships with the Company, the Finance Division shall assess whether the lending
amount is commensurate with the sum of the value of purchase plus disbursements for provision of service or the sum of the sales
revenue plus service revenue. For lending funds to companies or firms that have a short-term financing need, reasons for loans
shall be enumerated.
(4) After credit
investigation and evaluation by the Finance Division, if the Finance Division intends to refuse the lending because the credit
rating of the Borrower is found not good enough or the lending purpose is improper, the Finance Division shall explain the reasons
for denial, submit the same for general manager's review and reply to the Borrower promptly.
(5) After credit
investigation and evaluation by the Finance Division, if the credit rating of the Borrower is evaluated as good and the lending
purpose is proper, the Finance Division shall prepare the credit investigation report and opinion, draft the terms and conditions
of the lending, and report the same to the general manager, who shall submit the same to the Audit Committee and the Board for
approvals before lending of funds.
(6) The Borrower
shall complete the "Drawdown Request" and apply with the Company to draw the loan facility after the facility amount
is determined and approved by the Board. The Borrower shall provide a guaranteed note or other collaterals of the same value as
guarantee. The Finance Division shall complete necessary procedures (e.g. mortgage, perfection) for the collaterals provided by
the Borrower.
(7) The Finance Division shall establish the "Record
Book for Lending Funds to Others" that documents information such as name of the borrower, lending amount, date approved by
the Board, date the loan is drawn, and items that should be carefully evaluated as specified in the
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financial condition, and shareholders' equity.
E. The necessity to
obtain collaterals and appraisal of collaterals.
F. Enclosure of credit
check and risk assessment records of the borrower.
(3) For lending
funds to companies or firms that have business relationships with the Company, the Finance Division shall assess whether the lending
amount is commensurate with the sum of the value of purchase plus disbursements for provision of service or the sum of the sales
revenue plus service revenue. For lending funds to companies or firms that have a short-term financing need, reasons for loans
shall be enumerated.
(4) After credit
investigation and evaluation by the Finance Division, if the Finance Division intends to refuse the lending because the credit
rating of the Borrower is found not good enough or the lending purpose is improper, the Finance Division shall explain the reasons
for denial, submit the same for general manager's
or Chief Financial Officer’s
review and reply to the Borrower promptly.
(5) After credit
investigation and evaluation by the Finance Division, if the credit rating of the Borrower is evaluated as good and the lending
purpose is proper, the Finance Division shall prepare the credit investigation report and opinion, draft the terms and conditions
of the lending, and report the same to the general manager
or Chief Financial Officer
, who shall submit the same to the
Audit Committee and the Board for approvals before lending of funds.
(6) The Borrower
shall complete the "Drawdown Request" and apply with the Company to draw the loan facility after the facility amount
is determined and approved by the Board. The Borrower shall provide a guaranteed note or other collaterals of the same value as
guarantee. The Finance Division shall complete necessary procedures (e.g. mortgage, perfection) for the collaterals provided by
the Borrower.
(7) The Finance Division shall establish the "Record
Book for Lending Funds to Others" that documents information such as name of the borrower, lending amount, date approved by
the Board, date the loan is drawn, and items that should be carefully evaluated as specified in the
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BEFORE Amendment
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AFTER
Amendment
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Procedures for reference.
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Procedures for reference.
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Article 7 : Decision
and Authorization Level
(1)
When the Company lends funds to others, the Finance Division shall assess the compliance with provisions of the Procedures,
together with the evaluation results provided under Article 6 hereof, and submit the same to the general manager for approval.
The funds may be lent after the approvals of the Audit Committee and the Board.
(2)
The lending between the Company and its parent company or subsidiaries or lending between the Company's subsidiaries shall
be submitted to the Board for approval. After the Board's approval, the Board may authorize the Chairman of the Board
to lend to the same party in installments or as revolving loan within the specific amount and the period not exceeding
one year as approved by the Board.
(3)
The term "specific amount" in the preceding paragraph means that the authorized amount for lending by the Company
or the Company's subsidiary to each company shall not exceed 10% of the net worth of the Company or such subsidiary as
shown in the latest financial statements of the Company or of such subsidiary; however for loans between foreign companies
in which the Company directly or indirectly holds 100% of the voting rights, the foregoing restrictions on the authorized
amount for lending will not apply.
(4)
When lending funds to others, the Company shall fully take into consideration each independent director's opinions. The
independent directors' opinions specifically expressing assent or objection and the reasons for objection shall be included
in the Board meeting minutes.
(5)
The Company shall report the fund lending operation and related matters at the next year's shareholders meeting.
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Article 7 : Decision
and Authorization Level
(1)
When the Company lends funds to others, the Finance Division shall assess the compliance with provisions of the Procedures,
together with the evaluation results provided under Article 6 hereof, and submit the same to the general manager
or
Chief Financial Officer
for approval. The funds may be lent after the approvals of the Audit Committee and the Board.
(2)
The lending between the Company and its parent company or subsidiaries or lending between the Company's subsidiaries shall
be submitted to the Board for approval. After the Board's approval, the Board may authorize the Chairman of the Board
to lend to the same party in installments or as revolving loan within the specific amount and the period not exceeding
one year as approved by the Board.
(3)
The term "specific amount" in the preceding paragraph means that the authorized amount for lending by the Company
or the Company's subsidiary to each company shall not exceed 10% of the net worth of the Company or such subsidiary as
shown in the latest financial statements of the Company or of such subsidiary; however for loans between foreign companies
in which the Company directly or indirectly holds 100% of the voting rights, the foregoing restrictions on the authorized
amount for lending will not apply.
(4)
When lending funds to others, the Company shall fully take into consideration each independent director's opinions. The
independent directors' opinions specifically expressing assent or objection and the reasons for objection shall be included
in the Board meeting minutes.
(5)
The Company shall report the fund lending operation and related matters at the next year's shareholders meeting.
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Article 12 : The Procedures
for Supervision and Control of Lending Funds to Others by the Company's Subsidiaries
(1)
If the Company's subsidiary intends to lend funds to others, such subsidiary shall stipulate a set of rules pursuant to the Regulations
Governing Loaning of Funds and Making of
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Article 12 : The Procedures
for Supervision and Control of Lending Funds to Others by the Company's Subsidiaries
(1)
If the Company's subsidiary intends to lend funds to others, such subsidiary shall stipulate a set of rules pursuant to the Regulations
Governing Loaning of Funds and Making of .
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BEFORE Amendment
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AFTER
Amendment
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Endorsements/Guarantees by
Public Companies promulgated by the FSC and handle the funds lending in accordance with the rules so stipulated.
(2) The total amount of loans
provided by the subsidiary and the total amount of loans provided by the subsidiary for one single company shall not exceed 40%
and 20% respectively of the subsidiary's net worth as stated in the latest financial statements of the subsidiary, provided, however,
that for loans between foreign companies in which the Company directly or indirectly holds 100% of the voting rights, the total
and individual loan limits shall comply with Article 4.2 hereof.
(3) The subsidiary shall compile
"Detailed Information on Funds Lending to Others" in the previous month and submit the same to the Company prior to the
10th day of each month.
(4) Internal audit personnel
of the subsidiary shall at least quarterly audit the subsidiary's funds lending operating procedures and the implementation thereof
and shall produce written reports accordingly. Should there be any material non-compliance found, the internal audit personnel
of the subsidiary shall immediately notify each supervisor of the subsidiary and the internal audit unit of the Company in writing.
(5) When auditing the subsidiaries in accordance with the annual
audit plan, the internal audit unit of the Company shall also obtain a sufficient understanding of the subsidiary's funds lending
operating procedures and the implementation thereof. If the internal audit unit finds any non-compliance, the internal audit unit
shall continue monitoring the subsidiary's correction status and prepare a report on the improvement on the defects and submit
the same to the general manager.
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Endorsements/Guarantees by
Public Companies promulgated by the FSC and handle the funds lending in accordance with the rules so stipulated.
(2) The total amount of loans
provided by the subsidiary and the total amount of loans provided by the subsidiary for one single company shall not exceed 40%
and 20% respectively of the subsidiary's net worth as stated in the latest financial statements of the subsidiary, provided, however,
that for loans between foreign companies in which the Company directly or indirectly holds 100% of the voting rights, the total
and individual loan limits shall comply with Article 4.2 hereof.
(3) The subsidiary shall compile
"Detailed Information on Funds Lending to Others" in the previous month and submit the same to the Company prior to the
10th day of each month.
(4) Internal audit personnel
of the subsidiary shall at least quarterly audit the subsidiary's funds lending operating procedures and the implementation thereof
and shall produce written reports accordingly. Should there be any material non-compliance found, the internal audit personnel
of the subsidiary shall immediately notify each supervisor of the subsidiary and the internal audit unit of the Company in writing.
(5) When auditing the subsidiaries in accordance with the annual
audit plan, the internal audit unit of the Company shall also obtain a sufficient understanding of the subsidiary's funds lending
operating procedures and the implementation thereof. If the internal audit unit finds any non-compliance, the internal audit unit
shall continue monitoring the subsidiary's correction status and prepare a report on the improvement on the defects and submit
the same to the general manager
or Chief Financial Officer
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■ Attachment
4
Advanced
Semiconductor Engineering, Inc.
Table
of Comparison of Procedures for Making Endorsements and Guarantees
BEFORE Amendment
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AFTER
Amendment
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Article 4 : Amount
of Endorsements/Guarantees Provided by the Company
(1)
The total amount of endorsements/guarantees provided by the Company shall not exceed 40% of the Company's net worth as
stated in the latest financial statements of the Company.
(2)
The total amount of endorsements/guarantees provided by the Company for one single company shall not exceed 30% of the
Company's net worth as stated in the latest financial statements of the Company.
(3)
The total amount of endorsements/guarantees provided by the Company and its subsidiaries shall not exceed 45% of the Company's
net worth as stated in the latest financial statements of the Company.
(4)
The total amount of endorsements/guarantees provided by the Company and its subsidiaries for one single company shall
not exceed 35% of the Company's net worth as stated in the latest financial statements of the Company.
(5)
In addition to the restrictions set forth above, in the event the Company provides endorsements/guarantees because of
business relationship with the Company, the amount of the endorsements/guarantees provided for such endorsement/guarantee
shall not exceed the total trading amount between the Company and such trading party. Such trading amount refers to income
from products sold or services provided or cost incurred as a result of purchases of goods or services, whichever is higher,
in the most recent one year.
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Article 4 : Amount
of Endorsements/Guarantees Provided by the Company
(1)
The total amount of endorsements/guarantees provided by the Company shall not exceed
150
% of the Company's net
worth as stated in the latest financial statements of the Company.
(2)
The total amount of endorsements/guarantees provided by the Company for one single company shall not exceed
140
%
of the Company's net worth as stated in the latest financial statements of the Company.
(3)
The total amount of endorsements/guarantees provided by the Company and its subsidiaries shall not exceed
150
%
of the Company's net worth as stated in the latest financial statements of the Company.
(4)
The total amount of endorsements/guarantees provided by the Company and its subsidiaries for one single company shall
not exceed
140
% of the Company's net worth as stated in the latest financial statements of the Company.
(5)
In addition to the restrictions set forth above, in the event the Company provides endorsements/guarantees because of
business relationship with the Company, the amount of the endorsements/guarantees provided for such endorsement/guarantee
shall not exceed the total trading amount between the Company and such trading party. Such trading amount refers to income
from products sold or services provided or cost incurred as a result of purchases of goods or services, whichever is higher,
in the most recent one year.
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■ Attachment
5
Advanced
Semiconductor Engineering, Inc.
Table
of Comparison of Procedures for the Acquisition or Disposal of Assets
BEFORE Amendment
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AFTER
Amendment
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Article 4: Scope
and Amount of Investment
In addition
to acquisition of assets for operating purpose, the Company and its Subsidiaries may invest in real property and securities
for non-operating purpose, of which the limits on the amount are as follows:
(1)
The total amount invested in real property for non-operating purpose shall not exceed 15% of the relevant company's net
worth shown in the Latest Financial Statements.
(2)
The total amount invested in securities by the Company shall not exceed 150% of the Company's net worth shown in its Latest
Financial Statements
; the total amount invested in securities by each Subsidiary of the Company shall not exceed 50%
of the Company's net worth shown in the Latest Financial Statements
.
(3)
The maximum amount invested in one single security by the Company shall not exceed 50% of the Company's net worth shown
in its Latest Financial Statements
; the maximum amount invested in one single security by each Subsidiary of the Company
shall not exceed 20% of the Company's net worth shown in the Latest Financial Statements
.
The restrictions set
forth in Subparagraphs 2 and 3 of the preceding Paragraph shall not apply in the event that the Company and its Subsidiaries
reorganize the group structure.
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Article 4: Scope
and Amount of Investment
In addition
to acquisition of assets for operating purpose, the Company and its Subsidiaries may invest in real property and securities
for non-operating purpose, of which the limits on the amount are as follows:
(1)
The total amount invested in real property for non-operating purpose shall not exceed 15% of the relevant company's net
worth shown in
its
Latest Financial Statements.
(2)
The total amount invested in securities by
relevant
company shall not exceed
200
% of net worth shown in
its Latest Financial Statements.
(3)
The maximum amount invested in one single security by
relevant
company shall not exceed
120
% of net worth
shown in its Latest Financial Statements.
The restrictions set
forth in Subparagraphs 2 and 3 of the preceding Paragraph shall not apply in the event that the Company and its Subsidiaries
reorganize the group structure.
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■Attachment
6
ASE Industrial
Holding Co., Ltd.
Rules
of Procedures for Shareholders
’
Meeting
Article 1
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Shareholders’ meetings of the ASE Industrial Holding Co., Ltd. (the “Company”) shall be conducted in accordance with the Rules of Procedure for Shareholders’ Meeting (the “Rules”).
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Article 2
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A shareholder (or its proxy) attending a shareholders’ meeting in person shall show the attendance card and submit the signing card in lieu of signing in. The number of shares present at the meeting shall equal the aggregate number of shares held by the shareholders having submitted their signing cards, plus shares that shareholders have exercised their voting rights by way of electronic transmission.
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Article 3
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Each
shareholder shall be entitled to one vote for each share held except for those shares prohibited from exercising voting
rights in accordance with Article 179 of Taiwan Company Act or otherwise restricted under the relevant provisions of Taiwan
Company Act. When a shareholder is not able to attend a shareholders’ meeting, a shareholder may appoint a proxy
to attend the meeting on his behalf by executing a proxy instrument prepared by the Company stating therein the scope
of proxy authorization. Except for trust enterprises or stock affairs agencies approved by the competent authority of
securities, in the event a person acts as the proxy for two or more shareholders, the total number of issued and voting
shares entitled to be voted as represented by such proxy shall be not more than three percent of the total number of issued
and voting shares of the Company; any vote in respect of the portion in excess of such three percent threshold shall not
be counted.
A
shareholder may only execute one proxy instrument and appoint one proxy only, and shall serve such written proxy to the
Company no later than five days prior to the date of shareholders’ meeting. In cases where the Company receives
multiple proxy instruments from one shareholder, the first one arriving at the Company shall prevail unless an explicit
statement to revoke the previous written proxy is made in the proxy which comes later.
Shareholders
who have authorized a proxy to attend a shareholders’ meeting later intend to attend the shareholders’ meeting
in person or to exercise his voting power by way of electronic transmission, the shareholder shall, at least two days
prior to the date of such shareholders’ meeting, serve the Company with a separate written notice revoking his previous
appointment of the proxy. Votes by way of proxy shall remain valid if the relevant shareholder fails to revoke his appointment
of such proxy before the prescribed time.
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Article 4
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A shareholders’ meeting shall be held at the head office of the Company or any place that is convenient to the shareholders and suitable for such meeting. The meeting should not start earlier than 9:00 a.m. or later than 3:00 p.m.
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Article 5
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Unless otherwise provided in Taiwan Company Act, a shareholders’
meeting shall be called by the board of directors of the Company (the “Board”), and the chairman of the Board
(the “Chairman”) shall preside as the chairperson at such shareholders’ meeting. In the event that the Chairman
is on leave of absence, or is unable to exercise his powers and authorities, Paragraph 3 of Article 208 of Taiwan Company
Act shall be followed. If a shareholders’ meeting is called by any person other than the Board, the person who has called
the meeting shall preside as the chairperson at such shareholders’ meeting; if there is more than one person who has
called a shareholders’ meeting, such persons shall elect one from among themselves to act as the chairperson at such
shareholders’ meeting.
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Article 6
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The Company may invite attorneys, certified public accountants or relevant persons to attend a shareholders’ meeting. The staff in charge of the administrative affairs at a shareholders’ meeting shall wear an identification card or a badge.
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Article 7
|
The Company shall make audio or video recording of the entire process of a shareholders’ meeting, and preserve the recordings for at least one year.
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Article 8
|
At the scheduled time for a shareholders’ meeting, the chairperson shall announce the commencement of the meeting provided that if the number of shares represented by the shareholders present at the meeting fails to exceed half of the total issued and outstanding shares of the Company (the “Quorum”), the chairperson may announce that the meeting is postponed. The postponements shall be limited to two times and the total time postponed shall not exceed one hour. If the number of shares represented by the shareholders present at the meeting fails to meet the Quorum but exceeds one third of the total number of issued and outstanding shares of the Company after the meeting has been postponed twice, a tentative resolution may be passed by a majority of those represented in accordance with Paragraph 1 of Article 175 of Taiwan Company Act. If the number of shares represented by the shareholders present at the meeting exceeds half of the total issued and outstanding shares of the Company before the end of the meeting, the tentative resolution may be re-proposed by the chairperson to be passed in the shareholders’ meeting in accordance with Article 174 of Taiwan Company Act.
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Article 9
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If
a shareholders’ meeting is called by the Board, the agenda of such meeting shall be prepared by the Board and such
meeting shall proceed in accordance with the agenda. No modification to the agenda shall be made unless shareholders resolve
otherwise at such shareholders’ meeting.
The
preceding paragraph shall apply mutatis mutandis in cases where a shareholders’ meeting is called by any person
entitled to call the meeting other than the Board.
Before
the procedure set forth in the agenda prepared pursuant to the preceding two paragraphs (including the extemporary motions)
has completely ended, the chairperson may not adjourn the meeting unless shareholders resolve otherwise at such meeting.
When
the meeting is adjourned, shareholders may not designate another chairperson to continue the meeting at the same venue
or another venue; in the event that the chairperson adjourns the meeting in violation of the Rules, shareholders, by a
majority of votes represented by the attending shareholders, may designate one person as chairperson to continue the meeting.
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Article 10
|
During a shareholders’ meeting, the chairperson may announce a break for a period of time in his discretion.
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Article 11
|
When a shareholder present at a shareholders’ meeting
wishes to speak, a speech note should be filled out with summary of the speech, the shareholder account number (or the number
of attendance card) and the account name of the shareholder. The chairperson should decide the sequence of speeches by shareholders.
If any shareholder present at a shareholders’ meeting submits a speech note but does not speak, no speech should be
deemed to have been made by such shareholder. In case the contents of the actual speech of a shareholder are inconsistent
with the contents of the speech note, the contents of the actual speech shall prevail. When an attending shareholder delivers
a speech, unless otherwise permitted by the chairperson and the shareholder who is making the speech, no shareholder may interrupt
the speech. If any shareholder violates this provision, the chairperson shall intervene to stop such interruption.
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Article 12
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Unless
otherwise permitted by the chairperson, each shareholder shall not speak more than two times (each time not exceeding
five minutes) for each proposal.
In
case the speech of any shareholder violates the preceding paragraph or exceeds the scope of the proposal for current discussion,
the chairperson may stop the shareholder from continuing delivering the speech.
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Article 13
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If a juristic person is authorized to attend the shareholders’ meeting on behalf of another shareholder, only one representative of such juristic person may attend the meeting. If a juristic shareholder designates two or more representatives to attend the shareholders’ meeting, only one representative can speak for each proposal.
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Article 14
|
After the speech of a shareholder, the chairperson may respond by himself or appoint an appropriate person to respond.
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Article 15
|
When the chairperson is of the opinion that a proposal has been sufficiently discussed to be put to vote, the chairperson may announce the cease of discussion and bring the proposal to vote.
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Article 16
|
The chairperson shall designate the persons supervising the casting of votes and the counting thereof for resolutions. The person supervising the casting of votes shall be a shareholder. The result of the resolution shall be reported on the spot and written into records.
|
Article 17
|
Unless otherwise provided in Taiwan Company Act or the Articles of Incorporation of the Company, a resolution shall be passed by a majority of the votes represented by the shareholders present at a shareholders’ meeting. During voting, resolutions shall be deemed adopted if all the attending shareholders voice no objection after consultation by the chairperson.
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Article 18
|
If there is an amendment to or a substitute for a proposal for resolution, the chairperson shall arrange the sequence for resolution along with the original proposals. If any one of them has been adopted, the remaining proposals shall be deemed rejected and no further resolution is needed.
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Article 19
|
The chairperson may direct disciplinary personnel (or security personnel) to maintain the order of the meeting place. Such disciplinary personnel (or security personnel) shall wear a badge marked “Disciplinary Staff”.
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Article 20
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For matters not provided in the Rules, Taiwan Company Act, applicable laws and regulations, and the Articles of Incorporation of the Company shall apply.
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Article 21
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The Rules and any revisions thereof shall take effect upon approval
by shareholders at the shareholders’ meeting.
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■Attachment
7
ASE Industrial
Holding Co., Ltd.
Articles
of Incorporation
Chapter
One: General Principals
Article 1.
The Company
is called
and is registered as a company limited by shares
according to the ROC Company Act. The English name of the Company is ASE Industrial Holdings 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, R.O.C. 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$50 billion divided into 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.
Article 7.
The share
certificates shall be in registered form and have the signatures or seals of at least three directors of the Company and shall
be legally authenticated before issuance. In accordance with the provisions set forth in Article 162-2 of the ROC Company Act,
the Company may choose to not provide share certificates in print form.
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 according to the law 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 and Supervisor
Article 16.
The Company
shall have nine to thirteen directors and also three supervisors to be elected by the general shareholders’ meeting from
candidates with legal capacity. Each director or supervisor 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 and supervisors of the Company shall be conducted pursuant to Article 198 of the ROC Company Act and relevant
regulations.
Article 16-1.
Since the
second Board of Directors term, the Company shall have thirteen directors, of which there shall be three independent directors
and ten 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.
Upon the
expiry of the term of office of the first supervisors of the Company elected, the provisions regarding supervisors under these
Articles of Incorporation of the Company shall cease to apply. 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.
The election
of the Company’s independent 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 independent directors. After the Board of Directors
examines and confirms the qualifications of the candidate(s) for serving as an independent 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 an independent 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 independent 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 supervisors and 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 according to the law, 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
and supervisors 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.
This 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, 0.1% (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.
“Employees”
referred to in paragraph 1 and 2 above includes employees of subsidiaries who meet certain qualifications. Such qualifications
are to be determined 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.
(4)
Addition or deduction of the portion of retained earnings that are equity investment gains or losses that have been realized and
measured at fair value through other overall gains or losses.
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.
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.
■
Attachment
8
ASE Industrial
Holding Co., Ltd.
Rules
Governing the Election of Directors and Supervisors
Article 1
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Unless otherwise specified in Taiwan Company Act, Taiwan Securities and Exchange Act, and the Articles of Incorporation, the election of the directors and supervisors of ASE Industrial Holding Co., Ltd. (the “Company”) shall be governed by the Rules Governing the Election of Directors and Supervisors (the “Rules”).
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Article 2
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The
election of the Company’s directors and supervisors may be carried out by shareholders via electronic voting.
When
conducting the election of the Company’s directors and supervisors, in addition to electronic voting, voters may
also use the ballots prepared by the board of directors of the Company (the “Board”) and printed with their
attendance pass serial numbers and the number of votes represented.
The
name of the voter on the ballot described in the preceding paragraph may be replaced with the attendance pass serial number.
In
the process of electing the Company’s directors and supervisors, the numbers of votes attached to each share held
by a shareholder shall correspond to the number of vacancy of the directors or supervisors to be appointed at the shareholders’
meeting, and the total number of votes per share may be consolidated for electing one candidate or may be split for electing
two or more candidates. The elections of independent directors and non-independent directors shall be conducted at the
same time, but the numbers to be elected shall be separately calculated.
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Article 3
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In the election of the Company’s directors and supervisors, based on the number of vacancy in positions for directors and supervisors to be elected, candidates with the higher number of votes (including those exercised by way of electronic transmission) shall be elected as independent directors, non-independent directors or supervisors respectively. If two or more candidates receive the same number of votes and the total number of elected persons has exceeded the number of vacancy in positions to be elected, the matter shall be decided by drawing lots and the chairperson shall draw lots on behalf of those who are not in attendance. If a natural person is simultaneously elected as director and supervisor, he or she shall decide to act as director or supervisor. If a government agency or a corporate shareholder or its designated representative is simultaneously elected as director or supervisor, he or she or it shall decide to act as director or supervisor. If an elected director is found to have provided erroneous personal information or if his or her election is determined to be invalid under applicable laws, the vacant position shall be filled by the candidate with the next highest number of votes in the same election, and subsequently announced at the same shareholders’ meeting.
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Article 4
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When an election begins, the chairperson shall assign several
ballot examiners and tellers to carry out their respective relevant tasks.
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Article 5
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When a candidate is a shareholder, the voter shall indicate in the “candidate” column of the ballot the candidate’s name on the shareholder account and shareholder account number. If the candidate is not a shareholder, the voter shall indicate the candidate’s name and identification number in the said column. If the candidate is a government agency or a corporate shareholder, the name of the government agency or corporate shareholder shall be provided in the “candidate” column on the ballot; the name of the government agency or corporate shareholder together with the name of their representatives may also be provided. In cases of several representatives, names of all the additional representatives shall be provided.
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Article 6
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A
ballot shall be deemed null and void under any of the following conditions:
(1) It
is not a ballot specified under the Rules.
(2) It
is not placed in the ballot box or it is a blank ballot.
(3) It
is illegible.
(4) The
name provided on the ballot is not the name of the director listed as a candidate; name on the shareholder account or
shareholder account number provided on the ballot is inconsistent with those shown in the shareholders’ roster if
the candidate is a shareholder; the name or identification number provided on the ballot is verified to be incorrect if
the candidate is not a shareholder.
(5) Ballot
contain other written character in addition to the name on the shareholder account (name) or the shareholder account number
(identification number) of the candidate and the assigned voting rights.
(6) The
name on the shareholder account (name) or the shareholder account number (identification number) of the candidate is not
provided.
(7) Two
or more candidates are filled in on the same ballot.
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Article 7
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After all ballots are placed in the box, the ballot examiners will open the ballot box.
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Article 8
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In case of a questionable ballot, the ballot examiner shall verify and decide whether or not it shall be voided. Voided ballots shall be placed separately. After the vote counting is completed and the number of ballots is verified against the number of voting rights, all the voided ballots so determined shall be provided to the ballot examiner to be marked as voided and signed by the ballot examiner.
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Article 9
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During the vote counting, the teller will be supervised by the ballot examiner. The result of the election shall be announced by the chairperson on the spot.
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Article 10
|
The Company will issue a certificate of election to each elected director and supervisor.
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Article 11
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The Rules and any amendments thereof shall
take effect upon approval by the shareholders’ meeting.
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■Attachment
9
ASE Industrial
Holding Co., Ltd.
Procedures
for Lending Funds to Other Parties
Article 1
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Purposes
and Legal Basis
In
order to protect the rights of the shareholders and to meet the business needs, ASE Industrial Holding Co., Ltd. (the
“Company”) has adopted the Procedures for Lending Funds to Other Parties (the “Procedures”) pursuant
to the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies enacted by the
Financial Supervisory Commission (the “FSC”). Matters not specified in the Procedures shall be governed by
the applicable laws, rules, and regulations.
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Article 2
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The
Parties to Whom the Company May Lend Funds
The
Company shall not lend funds to any of its shareholders or any other persons provided that the Company may lend funds
to the following parties (the “Borrower”):
(1) Companies
or firms that have business relationships with the Company.
(2) Companies
or firms that have a short-term financing need. The term “short-term” means one year or one operating cycle,
whichever is longer.
The
parties to whom the Company’s subsidiaries may lend funds shall comply with the preceding paragraph, provided, however,
that for loans between foreign companies in which the Company directly or indirectly holds 100% of the voting rights,
the proviso of Paragraph 2 of Article 5 hereof shall apply and subparagraph 2 of the preceding paragraph shall not apply.
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Article 3
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The
Reason and Necessity to Lend Funds to Others
(1) For
lending funds to companies or firms that have business relationships with the Company, the limit specified in the Paragraph
1 of Article 4 hereof shall apply.
(2) For
lending funds to companies or firms that have a short-term financing need, it shall be limited to the following:
A. The
Company’s affiliates in need of short-term financing from the Company for operational needs.
B. Others
in need of short-term financing from the Company for strategic purpose and with the approval of the board of directors
(the “Board”) of the Company.
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Article 4
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Limits
on the Lending Amount
The
limits on the lending amount of the Company are as follows:
(1) Aggregate
lending amount: it shall not exceed 50% of the Company’s net worth as stated in the latest financial statements
of the Company; however, for companies or firms that have a short-term financing need, the aggregate lending amount shall
not exceed 40% of the Company’s net worth as stated in the latest financial statements of the Company.
(2) Lending
amount for individual company or firm:
A. For
companies or firms that have business relationships with the Company: the lending amount to each company or firm shall
not exceed 20% of the Company’s net worth as stated in the latest financial
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statements
of the Company. In addition, for risk consideration, the lending amount shall not exceed the sum of the value of purchase
plus disbursements for provision of service or the sum of the sales revenue plus service revenue.
B. For
companies or firms that have a short-term financing need: it shall not exceed 40% of the Company’s net worth as stated in
the latest financial statements of the Company.
For
loans between foreign companies in which the Company directly or indirectly holds 100% of the voting rights, the aggregate
and individual lending amounts shall not respectively exceed 15% and 10% of the Company’s net worth as stated in
the latest financial statements of the Company, whether due to lending funds for business relationships or short-term
financing needs.
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Article 5
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The
Term of Loan And Calculation of Interest
The
term of loan and calculation of interest for the Company shall be applied as follows:
(1) The
term of each loan shall not exceed one year. However, for lending funds to companies or firms that have business relationships
with the Company, the term of loan may be extended with the approvals of the Board under special circumstances, provided
that the extension for each loan shall be no more than 6 months and no more than one time.
(2) Interest
on the loan may be calculated at floating interest rates or fixed interest rates and adjusted according to the Company’s
cost of capital at all time. Interest rate adjustments will become effective after submitted by the Finance Division of
the Company (the “Finance Division”) to and approved by the general manager or chief financial officer. Loan
interest is calculated once every month.
The
term of loan and calculation of interest for funds lending by a subsidiary shall comply with the preceding paragraph.
However, for loans between foreign companies in which the Company directly or indirectly holds 100% of the voting rights,
the term of each loan may not exceed five years. Under special circumstances, the term of loan may be extended with the
prior approval of the Board, provided that the extension for each loan shall be no more than three years and no more than
one time; the restrictions under subparagraph 1 of the preceding paragraph shall not apply.
In
the event that the Company has established an audit committee in accordance with the Securities and Exchange Act (“SEA”),
matters required to be approved by the Board in accordance with Paragraph 1 of this Article shall be first approved with
the consent of one-half or more of all audit committee members and submitted to the Board for a resolution.
If
such proposal is not approved with the consent of one-half or more of all audit committee members as required in the preceding
paragraph, the proposal may be approved with the consent of two-thirds or more of all the directors, and the resolution
of the audit committee shall be recorded in the Board meeting minutes.
The
terms “all audit committee members” in Paragraph 3 and “all the directors” in the preceding paragraph
shall be counted as the actual number of persons currently holding those positions.
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Article 6
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The
Operational Procedures for Lending of Funds
(1) When
applying to the Company for a loan, the Borrower shall provide an
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application
letter specifying the loan amount, term of loan, purpose for loan and provision of collaterals, together with its basic
information, finance information and guarantee information, etc. to the Company.
(2) The
Finance Division shall carefully review and evaluate the Borrower. The items for evaluation shall include:
A. Necessity
and reasonableness of the lending.
B. The
appropriateness of the loan amount granted considering the Borrower’s financial condition.
C. Whether
the lending exceeds the limits on the aggregate lending amount.
D. Impact
on the Company’s operational risk, financial condition, and shareholders’ equity.
E. The
necessity to obtain collaterals and appraisal of collaterals.
F. Enclosure
of credit check and risk assessment records of the Borrower.
(3) For
lending funds to companies or firms that have business relationships with the Company, the Finance Division shall assess
whether the lending amount is commensurate with the sum of the value of purchase plus disbursements for provision of service
or the sum of the sales revenue plus service revenue. For lending funds to companies or firms that have a short-term financing
need, reasons for loans shall be enumerated.
(4) After
credit investigation and evaluation by the Finance Division, if the Finance Division intends to refuse the lending because
the credit rating of the Borrower is found not good enough or the lending purpose is improper, the Finance Division shall
explain the reasons for denial, submit the same to general manager or chief financial officer for review and reply to
the Borrower promptly.
(5) After
credit investigation and evaluation by the Finance Division, if the credit rating of the Borrower is evaluated as good
and the lending purpose is proper, the Finance Division shall prepare the credit investigation report and opinion, draft
the terms and conditions of the lending, and report the same to the general manager or chief financial officer, who shall
submit the same to the Board for approvals before lending of funds.
(6) The
Borrower shall complete the “Drawdown Request” and apply with the Company to draw the loan facility after
the facility amount is determined and approved by the Board. The Borrower shall provide a guaranteed note or other collaterals
of the same value as guarantee. The Finance Division shall complete necessary procedures (e.g. mortgage, perfection) for
the collaterals provided by the Borrower.
(7) The
Finance Division shall establish the “Record Book for Lending Funds to Others” that documents information
such as name of the Borrower, lending amount, date approved by the Board, date the loan is drawn, and items that should
be carefully evaluated as specified in the Procedures for reference.
(8) In
the event that the Company has established an audit committee in accordance with the SEA, matters required to be approved
by the Board in accordance with Paragraph 5 of this Article shall be first approved with the consent of one-half or more
of all audit committee members and submitted to the Board for a resolution.
(9) If
such proposal is not approved with the consent of one-half or more of all audit committee members as required in the preceding
paragraph, the proposal may be approved with the consent of two-thirds or more of all the directors, and the resolution
of the audit committee shall be recorded in the Board
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meeting
minutes.
(10) The
terms “all audit committee members” in Paragraph 8 and “all the directors” in the preceding paragraph
shall be counted as the actual number of persons currently holding those positions.
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Article 7
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Decision
and Authorization Level
(1) When
the Company lends funds to others, the Finance Division shall assess the compliance with provisions of the Procedures,
together with the evaluation results provided under Article 6 hereof, and submit the same to the general manager or chief
financial officer for approval. The funds may be lent after the approval of the Board.
(2) The
lending between the Company and its parent company or subsidiaries or lending between the Company’s subsidiaries
shall be submitted to the Board for approval pursuant to the preceding paragraph. After the Board’s approval, the
Board may authorize the Chairman of the Board to lend to the same party in installments or as revolving loan within the
specific amount and the period not exceeding one year as approved by the Board.
(3) The
term “specific amount” in the preceding paragraph means that the authorized amount for lending by the Company or the
Company’s subsidiary to each company shall not exceed 10% of the net worth of the Company or such subsidiary as shown in
the latest financial statements of the Company or of such subsidiary; however for loans between foreign companies in which the
Company directly or indirectly holds 100% of the voting rights, the foregoing restrictions on the authorized amount for lending
will not apply.
(4) In
the event that the Company has elected independent directors, when lending funds to others, the Company shall fully take
into consideration each independent director’s opinions. The independent directors’ opinions specifically
expressing assent or objection and the reasons for objection shall be included in the Board meeting minutes.
(5) In
the event that the Company has established an audit committee in accordance with the SEA, matters required to be approved
by the Board in accordance with Paragraph 1 of this Article shall be first approved with the consent of one-half or more
of all audit committee members and submitted to the Board for a resolution.
(6) If
such proposal is not approved with the consent of one-half or more of all audit committee members as required in the preceding
paragraph, the proposal may be approved with the consent of two-thirds or more of all the directors, and the resolution
of the audit committee shall be recorded in the Board meeting minutes.
(7) The
terms “all audit committee members” in Paragraph 5 and “all the directors” in the preceding paragraph
shall be counted as the actual number of persons currently holding those positions.
(8) The
Company shall report the fund lending operation and related matters at the next year’s shareholders’ meeting.
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Article 8
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Changes
of Circumstances
If,
due to changes of circumstances, a Borrower no longer satisfies the criteria set forth herein or the outstanding principal
balance exceeds the limits, the Company shall provide a corrective action plan and submit such corrective action plan
to each supervisor. The Company shall also complete the rectification according to
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the timeframe set out in the plan.
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Article 9
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|
Follow-up
Control Measures for Lent Funds and Non-Performing Loans
(1) The
Finance Division shall record the abovementioned funds lending in the subsidiary ledger and compile “Detailed Information
on Funds Lending to Others” on a monthly basis.
(2) After
a loan has been drawn, the Company shall constantly monitor the finance, business and relevant credit status of the Borrower
and the guarantor from time to time. If any collateral is provided, the Company shall monitor changes in the value of
the collateral. The Finance Division shall notify the Borrower to repay the loan and accrued interest or to apply for
extension two months prior to the maturity date.
(3) When
the Borrower repays the loan on or before the maturity date, guaranteed notes shall not be returned to the Borrower and
mortgages shall not be released unless the Borrower has repaid the full amount of the principal together with accrued
interest. The Finance Division shall record such repayment information in the “Record Book for Lending Funds to
Others.”
(4) If
the Borrower fails to repay the loan and accrued interest or apply for extension when the loan is due, the Company shall
take legal actions to preserve its rights pursuant to applicable laws after necessary notifications.
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Article 10
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Disclosure
of Information
(1) The
Company shall announce to the public and report the previous month’s lending balance of the Company and its subsidiaries
prior to the 10th day of each month.
(2) If
the lending balance of the Company reaches one of the following thresholds, the Company shall announce to the public and
report such information within two days of occurrence of event:
A. The
lending balance of the Company and its subsidiaries reaches 20% or more of the Company’s net worth as stated in
the latest financial statements of the Company.
B. The
lending balance of the Company and its subsidiaries to single company reaches 10% or more of the Company’s net worth
as stated in the latest financial statements of the Company.
C. The
new lending amount of the Company or one of the Company’s subsidiaries reaches NT$10 million or more and 2% or more
of the Company’s net worth as stated in the latest financial statements of the Company.
(3) If
the Company’s subsidiary shall announce to the public and report information in accordance with subparagraph 3 of
the preceding paragraph and such subsidiary is not a public company in the Republic of China, the Company shall announce
to the public and report the information on behalf of such subsidiary.
(4) Occurrence
of event referred to in Paragraph 2 of this Article means the date of signing a contract, the payment date, the date for
a board of directors resolution, or a date that is appropriate to determine the trade counterparties and transaction amount,
whichever is earlier.
(5) The
Company shall evaluate the lending status, set aside sufficient provisions for bad debts and adequately disclose the relevant
information in its financial reports. The Company shall also provide certified public accountants with the
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relevant information for necessary audit procedures.
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Article 11
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Internal
Audit
To
enhance the control of the Company’s funds lending, internal audit unit shall audit the funds lending operating
procedures and the implementation thereof at least once a quarter and issue written audit reports. Should there be any
material non-compliance found, the internal audit unit shall immediately notify each supervisor in writing.
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Article 12
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The
Procedures for Supervision and Control of Lending Funds to Others by the Company’s Subsidiaries
(1) If
the Company’s subsidiary intends to lend funds to others, such subsidiary shall stipulate a set of rules pursuant
to the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies promulgated by
the FSC and handle the funds lending in accordance with the rules so stipulated.
(2) The
total amount of loans provided by the subsidiary and the total amount of loans provided by the subsidiary for one single
company shall not exceed 50% and 40% respectively of the subsidiary’s net worth as stated in the latest financial
statements of the subsidiary, provided, however, that for loans between foreign companies in which the Company directly
or indirectly holds 100% of the voting rights, the total and individual loan limits shall comply with Paragraph 2 of Article
4 hereof.
(3) The
subsidiary shall compile “Detailed Information on Funds Lending to Others” in the previous month and submit
the same to the Company prior to the 10th day of each month.
(4) Internal
audit personnel of the subsidiary shall at least quarterly audit the subsidiary’s funds lending operating procedures
and the implementation thereof and shall produce written reports accordingly. Should there be any material non-compliance
found, the internal audit personnel of the subsidiary shall immediately notify each supervisor of the subsidiary and the
internal audit unit of the Company in writing.
(5) When
auditing the subsidiaries in accordance with the annual audit plan, the internal audit unit of the Company shall also
obtain a sufficient understanding of the subsidiary’s funds lending operating procedures and the implementation
thereof. If the internal audit unit finds any non-compliance, the internal audit unit shall continue monitoring the subsidiary’s
correction status and prepare a report on the improvement on the defects and submit the same to the general manager or
chief financial officer.
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Article 13
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Penalty
Managers
and in-charge personnel of the Company violating the Procedures shall be subject to disciplinary action taken according
to the seriousness of the violation under the Company’s rules for personnel management regulations.
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Article 14
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Audit
Committee
If
the Company has established an audit committee in accordance with SEA, the provisions regarding supervisors set out in
Articles 8 and 11 and Paragraph 2 of Article 15 hereof shall apply mutatis mutandis to the independent directors members
on the audit committee of the Company.
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Article 15
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Implementation
and Amendment
(1) The
Procedures shall be implemented after being approved by the promoters’ meeting held on February 12, 2018.
(2) Any
amendment of the Procedures shall be implemented after being approved by the Board and subsequently submitted to each
supervisor and approved by the shareholders’ meeting. If any director objects to any amendment to the Procedures
and such objection is recorded in the meeting minutes or a written statement, the Company shall submit such documents
regarding the directors’ objection to each supervisor and the shareholders’ meeting for discussion.
(3) In
the event that the Company has elected independent directors, when submitting the Procedures to the Board for discussion
in accordance with the preceding paragraph, the Company shall fully take into consideration each independent director’s
opinions. The independent directors’ opinions specifically expressing assent or objection and the reasons for objection
shall be included in the Board meeting minutes.
(4) If
the Company has established an audit committee in accordance with SEA, the amendment to the Procedures shall be approved
with the consent of one-half or more of all audit committee members and then submitted to the Board for a resolution.
(5) If
such proposal is not approved with the consent of one-half or more of all audit committee members as required in the preceding
paragraph, the proposal may be approved with the consent of two-thirds or more of all the directors, and the resolution
of the audit committee shall be recorded in the Board meeting minutes.
(6) The
terms “all audit committee members” and “all the directors” in Paragraph 4 shall be counted as
the actual number of persons currently holding those positions.
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■Attachment
10
ASE Industrial
Holding Co., Ltd.
Procedures
for Making Endorsements and Guarantees
Article 1
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Purposes
and Legal Basis
In
order to protect the rights of the shareholders and to meet the business needs, ASE Industrial Holding Co., Ltd. (the
“Company”) has adopted the Procedures for Making Endorsements and Guarantees (the “Procedures”)
pursuant to the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies enacted
by the Financial Supervisory Commission (“FSC”). Matters not set forth in the Procedures shall be governed
by the applicable laws, rules, and regulations.
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Article 2
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Scope
of Endorsements and Guarantees
(1) Endorsement
and guarantee referred in the Procedures mean the following:
A. Financing
Endorsements/Guarantees:
a Bill
discount financing.
b Endorsement
or guarantee made to meet the financing needs of another company.
c Issuance
of a separate negotiable instrument to a non-financial entity as security to meet the financing needs of the Company.
B. Customs
duty endorsements/guarantees, means endorsements or guarantees for the Company or another company with respect to the
customs duty matters.
C. Other
endorsements/guarantees, means endorsements or guarantees beyond the scope of the above two subparagraphs.
(2) Any
perfection of a pledge or mortgage created over the chattel or real property provided by the Company as security for the
loans of another company shall also comply with the Procedures herein.
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Article 3
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To
Whom The Company May Provide Endorsements/Guarantees
(1) The
Parties to whom the Company may provide endorsements/guarantees shall be limited to the following:
A. A
company who has business relationship with the Company.
B. A
company in which the Company directly or indirectly owns more than 50% of the voting shares.
C. A
company that directly or indirectly owns more than 50% of the Company’s voting shares.
(2) Endorsements/guarantees
may be made by and between companies in which the Company holds, directly or indirectly, 90% or more of the voting shares,
with prior approval of the board of directors (the “Board”), provided that the amount of endorsements/guarantees
may not exceed 10% of the net worth of the Company as stated in the latest financial statements of the Company. The foregoing
restrictions under this paragraph shall not apply to endorsements/guarantees made by and between companies in which the
Company holds, directly or indirectly, 100% of the voting shares.
(3) Cases
where all capital contributing shareholders make endorsements/guarantees for their jointly invested companies in proportion
to their shareholding percentages shall not be subject to the restrictions under the preceding two
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paragraphs
in making endorsements/guarantees.
(4) Capital
contributing referred to in the preceding paragraph shall mean capital contribution made directly by the Company, or through
a subsidiary in which the Company holds 100% of the voting shares.
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Article 4
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Amount
of Endorsements/Guarantees Provided by the Company
(1) The
total amount of endorsements/guarantees provided by the Company shall not exceed 150% of the Company’s net worth
as stated in the latest financial statements of the Company.
(2) The
total amount of endorsements/guarantees provided by the Company for one single company shall not exceed 140% of the Company’s
net worth as stated in the latest financial statements of the Company.
(3) The
total amount of endorsements/guarantees provided by the Company and its subsidiaries shall not exceed 150% of the Company’s
net worth as stated in the latest financial statements of the Company.
(4) The
total amount of endorsements/guarantees provided by the Company and its subsidiaries for one single company shall not
exceed 140% of the Company’s net worth as stated in the latest financial statements of the Company.
(5) In
addition to the restrictions set forth above, in the event the Company provides endorsements/guarantees because of business
relationship with the Company, the amount of the endorsements/guarantees provided for such endorsement/ guarantee shall
not exceed the total trading amount between the Company and such trading party. Such trading amount refers to income from
products sold or services provided or cost incurred as a result of purchases of goods or services, whichever is higher,
in the most recent one year.
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Article 5
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The
Operational Procedures for Providing Endorsements/Guarantees
(1) Where
a company needs an endorsement/guarantee under the amount authorized herein, it shall report the loan amount, period,
and nature of the endorsement/ guarantee to the Company. The finance division of the Company (the “Finance Division”)
shall review the report and assess the risks, and then submit the results to the Board for approval before providing endorsements/guarantees.
(2) The
Finance Division shall carry out a credit check on the endorsed/guaranteed company and evaluate the risk. The items for
evaluation shall include:
A. Necessity
and reasonableness of the endorsement or guarantee.
B. Credit
check and risk assessment on the endorsed or guaranteed company.
C. Impact
on the Company’s operational risk, financial condition, and shareholders’ equity.
D. The
necessity to obtain collaterals and appraisal of collaterals.
E. For
providing endorsements/guarantees because of business relationship, whether the amount of endorsements/guarantees is commensurate
with the trading amount.
(3) If
the Finance Division considers it necessary based on the results of its risks assessment, the Company shall require collaterals
for the endorsement/guarantee from the endorsed/guaranteed company and complete necessary procedures (e.g. mortgage, perfection)
of the collaterals.
(4) The
Company shall establish the “Endorsement/Guarantee Record Book” Such book shall record in detail the information
on the company for which the endorsement/guarantee is provided, the amount, the date that the Board or the chairman of
the Board approved such endorsement/guarantee, the date that the
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endorsement/guarantee
is made, and matters that shall be carefully assessed in accordance with this Article, and the conditions and date of
release from liabilities on the endorsement/guarantee.
(5) In
the event where any endorsement/guarantee is provided by the Company or its subsidiaries to one of the Company’s
subsidiaries whose net worth is less than 50% of its paid-in capital, the preceding four paragraphs shall apply and the
finance divisions of the Company or its subsidiaries shall constantly monitor the financial status, business operations,
and credit status of the endorsed/guaranteed subsidiary. Should there be any material risk event, a written report shall
be immediately issued to the Board.
(6) If
the shares of the endorsed/guaranteed subsidiaries in the preceding paragraph do not have a par value or the par value
is not NT$10, for the calculation of paid-in capital in the preceding paragraph, the sum of the share capital plus paid-in
capital in excess of par shall be substituted.
(7) In
the event that the Company has established an audit committee in accordance with the Securities and Exchange Act (“SEA”),
the matters required to be approved by the Board in accordance with Paragraph 1 of this Article shall be first approved
with the consent of one-half or more of all audit committee members and submitted to the Board for a resolution.
(8) If
such proposal is not approved with the consent of one-half or more of all audit committee members as required in the preceding
paragraph, the proposal may be approved with the consent of two-thirds or more of all the directors, and the resolution
of the audit committee shall be recorded in the Board meeting minutes.
(9) The
terms “all audit committee members” in Paragraph 7 and “all the directors” in the preceding paragraph
shall be counted as the actual number of persons currently holding those positions.
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Article 6
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The
Authorization Level for Providing Endorsements/Guarantees
(1) When
the Company processes the provision of endorsements/guarantees, it shall submit the proposal, along with the results of
risks assessment prescribed under Article 5 hereof, to the Board for approval. If necessary, the Board may authorize the
chairman of the Board to approve the provision of endorsements/guarantees provided that the amount of such endorsements/guarantees
provided by the Company shall not exceed 1% of the Company’s net worth as stated in the latest financial statements
of the Company, and subsequently the chairman of the Board shall submit the endorsements/guarantees so approved to the
Board for ratification and the handling process and relevant information shall be reported to the next year’s shareholders’
meeting for future reference.
(2) In
the event that the Company has elected independent directors, when providing endorsements/guarantees for others, the Company
shall fully take into consideration each independent director’s opinions. The independent directors’ opinions
specifically expressing assent or objection and the reasons for objection shall be included in the Board meeting minutes.
(3) In
the event that the Company has established an audit committee in accordance with the SEA, the matters required to be approved
by the Board in accordance with Paragraph 1 of this Article shall be first approved with the consent of one-half or more
of all audit committee members and submitted to the Board for a resolution.
(4) If
such proposal is not approved with the consent of one-half or more of all audit
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committee
members as required in the preceding paragraph, the proposal may be approved with the consent of two-thirds or more of
all the directors, and the resolution of the audit committee shall be recorded in the board meeting minutes.
(5) The
terms “all audit committee members” in Paragraph 3 and “all the directors” in the preceding paragraph
shall be counted as the actual number of persons currently holding those positions.
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Article 7
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Excess
of Endorsements/Guarantees Limits and Changes of Circumstances
(1) Where
it is necessary for the Company to provide endorsements/guarantees exceeding the limits set out in Article 4 hereof to
satisfy its business needs, and where the conditions set out in the Procedures are complied with, the Company shall obtain
approvals from the Board and half or more of the directors shall act as joint guarantors for any loss that may be caused
to the Company by the excess endorsements/guarantees. The Company shall also amend the Procedures accordingly and submit
the same to the shareholders’ meeting for ratification. If the shareholders’ meeting does not resolve to ratify,
the Company shall adopt a plan to discharge the amount in excess within a given time limit. In the event that the Company
has elected independent directors, during the discussion at the Board meeting, the Company shall take into full consideration
the opinions of each independent director; independent directors’ opinions specifically expressing assent or objection
and the reasons for objection shall be included in the Board meeting minutes.
(2) If,
due to changes of circumstances, the party to whom the Company provided endorsements/guarantees no longer satisfies the
criteria set forth in Article 3 of the Procedures, or the amount of endorsements/guarantees exceeds the limits set forth
in Article 4 of the Procedures due to change of basis on which the amount of limits are calculated, the Company shall
provide a corrective action plan, and submit such corrective action plan to each supervisor, and complete the rectification
according to the timeframe set out in the plan.
(3) In
the event that the Company has established an audit committee in accordance with the SEA, the matters required to be approved
by the Board in accordance with Paragraph 1 of this Article shall be first approved with the consent of one-half or more
of all audit committee members and submitted to the Board for a resolution.
(4) If
such proposal is not approved with the consent of one-half or more of all audit committee members as required in the preceding
paragraph, the proposal may be approved with the consent of two-thirds or more of all the directors, and the resolution
of the audit committee shall be recorded in the Board meeting minutes.
(5) The
terms “all audit committee members” in Paragraph 3 and “all the directors” in the preceding paragraph
shall be counted as the actual number of persons currently holding those positions.
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Article 8
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Usage
and Procedures for Custody of Seal
(1) The
Company shall use the company seal registered with the Ministry of Economic Affairs as the seal used for providing endorsements/guarantees.
Such seal shall be kept by the staff appointed by the Board and used for endorsements/guarantees or issuance of bills
in accordance with the Procedures for Custody of Seal adopted by the Company.
(2) When
providing endorsements/guarantees to a foreign company, the guarantee
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letter should be executed
or signed by the person authorized by the Board.
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Article 9
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Disclosure
of Information
(1) The
Company shall announce the previous month’s endorsements/guarantees balance of the Company and its subsidiaries
prior to the 10th day of each month.
(2) If
the endorsements/guarantees balance of the Company reaches one of the following thresholds, the Company shall announce
to the public and report such information within two days of occurrence of event:
A. The
endorsements/guarantees balance of the Company and its subsidiaries reaches 50% or more of the Company’s net worth
as stated in the latest financial statements of the Company.
B. The
endorsements/guarantees balance of the Company and its subsidiaries for one single company reaches 20% or more of the
Company’s net worth as stated in the latest financial statements of the Company.
C. The
endorsements/guarantees balance of the Company and its subsidiaries for one single company reaches NT$10 million or above
and the aggregate amount of endorsements/guarantees balance to, investment of a long-term nature in, and balance of loans
to such company reaches 30% or more of the Company’s net worth as stated in the latest financial statements of the
Company.
D. The
increased endorsements/guarantees amount of the Company or its subsidiaries reaches NT$30 million or above and 5% or more
of the Company’s net worth as stated in the latest financial statements of the Company.
(3) If
the Company’s subsidiary shall announce to the public and report information in accordance with Subparagraph 4 of
Paragraph 2 of this Article and such subsidiary is not a public company in the Republic of China, the Company shall announce
to the public and report the information on behalf of such subsidiary.
(4) The
Company shall quarterly evaluate or record the contingent loss for endorsements/guarantees, and shall adequately disclose
the information on endorsements/guarantees in its financial reports and provide certified public accountants with relevant
information for necessary audit procedures.
(5) Occurrence
of event referred to in Paragraph 2 of this Article means the date of signing a contract, the payment date, the date for
a board of directors resolution, or a date that is appropriate to determine the trade counterparties and transaction amount,
whichever is earlier.
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Article 10
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Internal
Audit
Internal
audit unit shall audit the Company’s endorsement/guarantee operating procedures and the implementation thereof at
least once a quarter and issue written audit reports. Should there be any material non-compliance found, the internal
audit staff shall immediately notify each supervisor in writing.
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Article 11
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The
Procedures for Supervision and Control of Endorsements/Guarantees Provided by the Company’s Subsidiaries
(1) If
the Company’s subsidiary intends to provide endorsements/guarantees for others, the Company shall cause such subsidiary
to stipulate a set of rules pursuant to the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees
by Public Companies enacted by the FSC and handle the endorsements/guarantees in accordance with the rules so stipulated.
(2) The
total amount of endorsements/guarantees provided by the subsidiary and the
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total
amount of endorsements/guarantees provided by the subsidiary for one single company shall not exceed 150% and 140% respectively
of the subsidiary’s net worth as stated in the latest financial statements of the subsidiary.
(3) The
subsidiary shall compile detailed information on providing endorsements/ guarantees for others in the previous month and
submit the same to the Company prior to the 10th day of each month.
(4) Internal
audit personnel of the subsidiary shall at least quarterly audit the subsidiary’s endorsements/guarantees operating
procedures and the implementation thereof and shall produce written reports accordingly. Should there be any material
non-compliance found, the internal audit personnel of the subsidiary shall immediately notify each supervisor of the subsidiary
and the internal audit unit of the Company in writing.
(5) When
auditing the subsidiaries in accordance with the annual audit plan, the internal audit unit of the Company shall also
obtain a sufficient understanding of the subsidiary’s endorsements/guarantees operating procedures and the implementation
thereof. If the internal audit unit finds any non-compliance, the internal audit unit shall continue monitoring the subsidiary’s
correction status and prepare a report on the improvement on the defects and submit the same to the general manager.
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Article 12
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Penalty
Managers
and in-charge personnel of the Company violating the Procedures shall be subject to disciplinary action taken according
to the seriousness of the violation under the Company’s rules for personnel management regulations.
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Article 13
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Audit
Committee
If
the Company has established an audit committee in accordance with SEA, the provisions regarding supervisors set out in
Paragraph 2 of Article 7, Article 10 and Paragraph 2 of Article 14 hereof shall apply mutatis mutandis to the independent
directors members on the audit committee of the Company.
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Article 14
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Implementation
and Amendment
(1) The
Procedures shall be implemented after being approved by the promoters’ meeting held on February 12, 2018.
(2) Any
amendment of the Procedures shall be implemented after being approved by the Board and subsequently submitted to the supervisor
and approved by the shareholders’ meeting. If any director objects to any amendment to the Procedures and such objection
is recorded in the meeting minutes or a written statement, the Company shall submit such documents regarding the directors’
objection to each supervisor and the shareholders’ meeting for discussion.
(3) In
the event that the Company has elected independent directors, when submitting the Procedures to the Board for discussion
in accordance with the preceding paragraph, the Company shall fully take into consideration each independent director’s
opinions. The independent directors’ opinions specifically expressing assent or objection and the reasons for objection
shall be included in the Board meeting minutes.
(4) If
the Company has established an audit committee in accordance with SEA, the amendment to the Procedures shall be approved
with the consent of one-half or more of all audit committee members and then submitted to the Board for a resolution.
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(5) If
such proposal is not approved with the consent of one-half or more of all audit committee members as required in the preceding
paragraph, the proposal may be approved with the consent of two-thirds or more of all the directors, and the resolution
of the audit committee shall be recorded in the Board meeting minutes.
(6) The
terms “all audit committee members” and “all the directors” in Paragraph 4 shall be counted as
the actual number of persons currently holding those positions.
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■Attachment
11
ASE Industrial
Holding Co., Ltd.
Procedures
for Acquisition or Disposal of Assets
Chapter 1 General Principles
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Article 1
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Purposes
and Legal Basis
For
the purposes of protecting assets and implementing information disclosure, the Procedures for Acquisition or Disposal
of Assets (the “Procedures”) are established pursuant to Taiwan Regulations Governing the Acquisition and
Disposal of Assets by Public Companies (the “Act”) enacted by Taiwan Financial Supervisory Commission (the
“FSC”), and ASE Industrial Holding Co., Ltd. (the “Company”) shall follow the Procedures. Matters
not specified in the Procedures shall be governed by the applicable laws and regulations.
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Article 2
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Scope
of Assets
(1) Securities:
including stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary
receipts, call (put) warrants, beneficial interest securities and asset-backed securities.
(2) Real
property (including land, houses and buildings, investment property, and rights to use land) and equipment.
(3) Memberships.
(4) Intangible
assets: including patents, copyrights, trademarks, franchise rights, and other intangible assets.
(5) Claims
of financial institutions (including accounts receivable, bills purchased and discounted, loans, and overdue receivable).
(6) Derivatives.
(7) Assets
acquired or disposed of in connection with mergers, spin-offs, acquisitions, or transfer of shares in accordance with
law.
(8) Other
major assets.
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Article 3
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Definitions
(1) “Date
of Occurrence” refers to the date of contract signing, date of payment, date of consignment trade, date of title
transfer, date of resolutions of the board of directors, or any other date when the counterparty and transaction amount
can be ascertained, whichever is earlier. However, for investment required to be approved by the competent authority,
the Date of Occurrence will be any of the above-mentioned dates or the date on which the approval of the competent authority
is received, whichever is earlier.
(2) “Professional
Appraiser” refers to a real property appraiser or any other person permitted by law to engage in the value appraisal
of real property or equipment.
(3) “Derivative”
refers to contracts whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests
(such as forward contracts, options, futures, leverage contracts, swaps and various combinations thereof). The term “forward
contracts” does not include insurance contracts, performance contracts, after-sales service contracts, long-term
lease contracts, or long-term purchase (sales) agreements.
(4) “Assets
Acquired or Disposed of through Mergers, Spin-offs, Acquisitions, or
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Transfer
of Shares in Accordance with Law” refers to assets acquired or disposed of through mergers, spin-offs, or acquisitions
conducted under Taiwan Business Mergers and Acquisitions Act, Taiwan Financial Holding Company Act, Taiwan Financial Institution
Merger Act and other applicable laws, or to transfer of shares from another company through issuance of new shares of
its own as the consideration therefor (“Transfer of Shares”) under Paragraph 8 of Article 156 of Taiwan Company
Act.
(5) “Related
Party” and “Subsidiary” are as defined in Taiwan Regulations Governing the Preparation of Financial
Reports by Securities Issuers.
(6) “Investment
in Mainland China” refers to investments in Mainland China engaged pursuant to Taiwan Regulations Governing Permission
for Investment or Technical Cooperation in the Mainland China Area enacted by Taiwan Investment Commission, Ministry of
Economic Affairs.
(7) “within
one year” herein refers to the year preceding the Date of Occurrence of the relevant transaction. Transactions that
have been previously published in accordance with applicable requirements may be excluded.
(8) “Latest
Financial Statements” used herein refers to the financial statements audited or reviewed by a certified public accountant
(“CPA”) that have been published pursuant to applicable laws prior to the acquisition or disposal of assets.
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Article 4
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Scope
and Amount of Investment
In
addition to acquisition of assets for operating purpose, the Company and its Subsidiaries may invest in real property
and securities for non-operating purpose, of which the limits on the amount are as follows:
(1) The
total amount invested in real property for non-operating purpose by the relevant company shall not exceed 15% of such
company’s net worth shown in the Latest Financial Statements.
(2) The
total amount invested in securities by the relevant company shall not exceed 300% of such company’s net worth shown
in its Latest Financial Statements.
(3) The
maximum amount invested in one single security by the relevant company shall not exceed 120% of such company’s net
worth shown in its Latest Financial Statements.
The
restrictions set forth in Subparagraphs 2 and 3 of the preceding Paragraph shall not apply in the event that the Company
and its Subsidiaries reorganize the group structure.
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Article 5
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The
Professional Appraiser and its appraisal personnel, CPAs, attorneys, and securities underwriters that provide the Company
with appraisal reports or opinions shall not be a Related Party of any party to the transaction.
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Article 6
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The
Company’s acquisition or disposal of assets should obtain the board of directors (the “Board”) approval
in accordance with the Procedures or applicable laws, and, if any director raises an objection to any matter and such
objection is recorded in the meeting minutes or a written statement, the Company shall submit the documents regarding
the director’s objection to each supervisor.
In
the event that the Company has elected independent directors in accordance with Taiwan Securities and Exchange Act (“SEA”),
and the Company submits the relevant matter to the Board for discussion pursuant to the preceding Paragraph, the
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Board
shall fully take into consideration each independent director’s opinions. If any independent director objects to
or expresses reservations about any matter, it shall be recorded in the board meeting minutes.
In
the event that the Company has established an audit committee in accordance with SEA, material asset transactions or Derivative
transactions shall be approved with the consent of one-half or more of all audit committee members and then submitted
to the Board for a resolution.
If
such proposal is not approved with the consent of one-half or more of all audit committee members as required in the preceding
Paragraph, the proposal may be approved with the consent of two-thirds or more of all the directors, and the resolution
of the audit committee shall be recorded in the board meeting minutes.
The
terms “all audit committee members” used in Paragraph 3 and “all the directors” used in the preceding
Paragraph shall be counted as the actual number of persons currently holding those positions.
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Chapter 2 Acquisition or Disposal of Assets
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Article 7
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Procedures
for Acquisition or Disposal of Securities
(1) Operating
Procedures
A. Acquisition
or disposal of long-term and short-term investment in Securities by the Company shall follow the investment cycle under
the Company’s internal control system.
B. Authorized
Amount and Authority Levels
a Except
for acquisition or disposal of short-term investment in Securities involving financing (such as bonds under repurchase
and resale agreement or subscription or redemption of money market funds issued by domestic securities investment trust
enterprises) that shall be handled by the divisions responsible for implementation in accordance with the internal authority
levels of the Company; acquisition or disposal of long-term or short-term investment in Securities within the amount of
NT$300 million may be delegated to the chairman of the Board (“Chairman”) for decision and be subsequently
submitted to and ratified at the next Board meeting; acquisition or disposal of long-term or short-term investment in
Securities exceeding NT$300 million shall be submitted to and approved by the Board in advance.
b Investment
in Mainland China shall be approved by the shareholders’ meeting or delegated to the Board that has been authorized
by the shareholders’ meeting for execution of such resolution and submitted to Taiwan Investment Commission, Ministry
of Economic Affairs for prior approval.
c Acquisition
or disposal of assets that are required by Taiwan Company Act or other applicable laws and regulations to be resolved
or recognized or reported to the shareholders’ meeting shall be completed accordingly.
C. Division
Responsible for Implementation
The
division responsible for implementation of acquisition or disposal of long-term or short-term investment in Securities
in the Company is the Finance Division.
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(2) Appraisal
Procedures
A. In
the case of acquiring or disposing of Securities, the Company shall, prior to the Date of Occurrence, obtain the Latest
Financial Statements audited or reviewed by a CPA or other relevant documents of the target company for the division responsible
for implementation to conduct the benefit analysis and assess the potential investment risks.
B. Pricing
Methods and References
a For acquisition or disposal of Securities traded on the centralized stock exchange market or over-the-counter market,
the price shall be the then-current share or bond price.
b For acquisition or disposal of Securities not traded on the centralized stock exchange market or over-the-counter
market, the price shall be determined after taking into account factors such as the net worth per share,
profitability, growth potential, market interest rate, bond coupon rate, and debtor’s credit rating as well as
the most recent transaction price.
(3) In
the event that the transaction amount of Securities to be acquired or disposed of by the Company reaches 20% or more of
the Company’s paid-in capital or NT$300 million or more, the Company shall engage a CPA prior to the Date of Occurrence
to provide an opinion regarding the reasonableness of the transaction price. If the CPA needs to use the report of an
expert as evidence, the CPA shall do so in accordance with the provisions of the Statement of Auditing Standards No. 20
published by the Accounting Research and Development Foundation of the Republic of China (the “ARDF”). However,
these requirements are not applicable if such securities have a public price in an active market or if the FSC requires
otherwise.
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Article 8
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Procedures
for Acquisition or Disposal of Real Property or Equipment
(1) Operating
Procedures
A. Acquisition
or disposal of Real Property or equipment by the Company shall follow the fixed assets cycle under the Company’s
internal control system.
B. Authorized
Amount and Authority Levels
a Acquisition or disposal of Real Property or equipment shall be handled and submitted for approval according to the
Company’s internal authority levels.
b
If the Board’s approval is required pursuant to the Company’s internal authority levels, to meet
business needs or for time efficiency, any contract with a transaction amount not exceeding 1% of the Company’s
net worth shown in its Latest Financial Statements may be entered into with the approval of the Chairman and be
subsequently submitted to and ratified at the next Board meeting.
c Acquisition
or disposal of assets that is required by Taiwan Company Act or other applicable laws and regulations to be resolved or
recognized or reported to the shareholders’ meeting shall be completed accordingly.
C. Division
Responsible for Implementation
The
division responsible for implementation of acquisition or disposal of real property and equipment in the Company is the
User Department and
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related
authorized divisions.
(2) Appraisal
Procedures
A. For
acquisition or disposal of Real Property or equipment of the Company, the division responsible for implementation shall
prepare a capital expenditure plan in advance and perform a feasibility analysis on the purpose and anticipated benefits
of such acquisition or disposal.
B. Pricing
Methods and References
a
Acquisition or disposal of Real Property shall be based on the publicly announced current value, appraised value and
actual sale prices of neighboring property to determine the transaction terms and the transaction price.
b
Acquisition or disposal of equipment shall be conducted by way of price inquiry, price competition, price negotiation
or bidding.
(3) When
the amount of acquiring or disposing of Real Property or equipment is up to certain amounts, the Company shall obtain
an appraisal report prior to the Date of Occurrence from a Professional Appraiser.
In
acquisition or disposal of Real Property or equipment where the transaction amount reaches 20% of the Company’s
paid-in capital or NT$300 million or more, unless otherwise transacting with a government agency, engaging others to build
on the land owned or rented by the Company, or acquiring or disposing of equipment for operating purpose, the Company
shall obtain an appraisal report prior to the Date of Occurrence from a Professional Appraiser and shall further comply
with the following provisions:
A. In
the event that it is necessary to set a price limit or a specific price or a special price as a reference basis for the
transaction price due to special circumstances, the transaction shall be submitted to the Board for approval in advance.
The above procedures should also be followed in case the transaction terms are changed subsequently.
B. In
the event that the transaction amount is over NT$1 billion, the Company shall obtain appraisals from at least two Professional
Appraisers.
C. In
any of the following circumstances applies with respect to the Professional Appraiser’s appraisal results, unless
all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results
for the assets to be disposed of are lower than the transaction amount, the Company shall engage a CPA to render a specific
opinion regarding the reason for the discrepancy and the reasonableness of the transaction price in accordance with the
provisions of Statement of Auditing Standards No. 20 published by the ARDF:
a The
discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.
b The
discrepancy between the appraisal results of two or more Professional Appraisers is 10% or more of the transaction amount.
(4) No
more than three months may elapse between the date of the appraisal report issued by a Professional Appraiser and the
contract execution date; provided, where the publicly announced current value for the same period is used and not more
than six months have elapsed, an opinion may still be issued by the original Professional Appraiser.
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Article 9
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Procedures
for Acquisition or Disposal of Memberships or Intangible Assets
(1) Appraisal
and Operating Procedures
A. Acquisition
or disposal of memberships or intangible assets by the Company shall follow the investment cycle under the Company’s
internal control system.
B. Transaction
Terms and Price, Authorized Amount, and Authority Level
a For acquisition or disposal of memberships, the transaction terms and the transaction price shall be determined based
on the fair market value, an analysis report shall be prepared, and approval shall be obtained according to the
Company’s internal authority levels.
b For
acquisition or disposal of intangible assets, the transaction terms and the transaction price shall be determined based
on expert opinions or fair market value, an analysis report shall be prepared, and approvals shall be obtained according
to the Table of Delegated Authority of the Company.
C. Division
Responsible for Implementation
When
the Company acquires or disposes of memberships or intangible assets, the User Department and related authorized divisions
shall be responsible for implementation after the Company obtains the approval in accordance with the authority levels
referred to in the preceding Paragraph.
(2) When
the amount of acquiring or disposing of memberships or intangible assets is up to certain amounts, the Company shall engage
a CPA to render an opinion
Where
the Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20% of paid-in
capital or NT$300 million or more, unless otherwise transacting with a government agency, the Company shall engage a CPA
prior to the Date of Occurrence to render an opinion on the reasonableness of the transaction price. The CPA shall comply
with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.
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Article 9-1
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“The
transaction amounts” referred to in the preceding three Articles shall be calculated in accordance with Paragraph
2 of Article 31 herein, and “within one year” refers to the year preceding the Date of Occurrence of the relevant
transaction. The portion of the transactions amount for which an appraisal report from a Professional Appraiser or a CPA’s
opinion has been obtained may be excluded.
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Article 10
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Where
the Company acquires or disposes of assets through court auction procedures, the appraisal report or CPA’s opinion
can be replaced by documents issued by the courts.
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Article 11
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Procedures
for Acquisition or Disposal of Claims of Financial Institutions
In
general, the Company shall not acquire or dispose of claims of financial institutions. If the Company proposes to engage
in acquisition or disposal of claims of financial institutions, the Company shall obtain prior approval of the Board and
then establish the relevant appraisal and operating procedures.
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Chapter 3 Transactions with Related Parties
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Article 12
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When
the Company engages in any acquisition or disposal of assets from or to a Related Party, in addition to obtaining the
required resolutions and to assessing the reasonableness of the transaction terms and conditions in accordance with provisions
of the preceding Chapter and this Chapter, if the transaction amount reaches 10% or more of the Company’s total
assets, the Company shall also obtain an appraisal report from a Professional Appraiser or a CPA’s opinion in accordance
with the preceding Chapter.
“The
calculation of the transaction amount” referred to in the preceding Paragraph shall be made in accordance with Article
9-1 herein.
When
determining whether the counterparty is a Related Party, in addition to legal formalities, the substance of the relationship
shall also be considered.
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Article 13
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Operating
Procedures for Transactions with Related Parties
When
the Company intends to acquire or dispose of real property from or to a Related Party, or when the Company intends to
acquire or dispose of assets other than real property from or to a Related Party and the transaction amount reaches 20%
or more of the Company’s paid-in capital, 10% or more of the Company’s total assets, or NT$300 million or
more, except in selling or purchasing government bonds or bonds under repurchase and resale agreement, or subscription
or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company shall not
enter into any transaction contract or make any payment unless the following documents have been submitted by the division
responsible for implementation to the Board for approval and recognized by the supervisors:
(1) The
purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
(2) The
reason for choosing the Related Party as the counterparty.
(3) With
respect to acquisition of real property from a Related Party, documents for assessing the reasonableness of the proposed
terms and conditions in accordance with Articles 14 and 15 hereof.
(4) The
date and price at which the Related Party originally acquired the assets, the original counterparty, and that counterparty’s
relationship to the Company and the Related Party.
(5) Monthly
cash flow forecasts for one year commencing from the anticipated month of executing the contract, and evaluation of the
necessity of the transaction, and reasonableness of the use of funds.
(6) An
appraisal report from a Professional Appraiser or a CPA’s opinion obtained in accordance with the preceding Article.
(7) Restrictive
covenants and other material stipulations associated with the transaction.
The
calculation of the transaction amounts referred to in the preceding Paragraph shall be made in accordance with Subparagraph
2 of Article 31 herein, and “within one year” refers to the year preceding the Date of Occurrence of the relevant
transaction. The portion of the transactions amount that have been approved by the Board and recognized by the supervisors
may be excluded.
With
respect to the acquisition or disposal of equipment for operating purpose between the Company and its parent company or
Subsidiary, if the transaction
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amount
does not exceed 1% of the Company’s net worth shown in its Latest Financial Statements, such transaction may be
delegated to the Chairman for decision and be subsequently submitted to and ratified at the next Board meeting.
In
the case that the Company has elected independent director in accordance with SEA, when a matter is submitted for discussion
by the Board pursuant to Paragraph 1 and Paragraph 3 of this Article, the Board shall fully take into consideration each
independent director’s opinions. If an independent director objects to or expresses reservations about any matter,
it shall be recorded in the board meeting minutes.
In
the event that the Company has established an audit committee in accordance with the SEA, matters required to be recognized
by the supervisors in accordance with Paragraph 1 of this Article shall be first approved with the consent of one-half
or more of all audit committee members and then submitted to the Board for a resolution.
If
such proposal is not approved with the consent of one-half or more of all audit committee members as required in the preceding
Paragraph, the proposal may be approved with the consent of two-thirds or more of all the directors, and the resolution
of the audit committee shall be recorded in the board meeting minutes.
The
terms “all audit committee members” in Paragraph 5 and “all the directors” in the preceding Paragraph
shall be counted as the actual number of persons currently holding those positions.
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Article 14
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Appraisal
Procedures for Acquisition of Real Property from Related Parties
(1) Where
the Company acquires real property from a Related Party, the Company shall evaluate the reasonableness of the transaction
costs by the following means:
A. Based
upon the Related Party’s transaction price plus necessary interest on funding and the costs to be borne by the buyer
in accordance with applicable laws. “Necessary interest on funding” is imputed as the weighted average interest
rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the highest lending
rate for the non-financial industry published by Taiwan Ministry of Finance.
B. Total
loan value appraisal from a financial institution where the Related Party has previously created a mortgage on the property
as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70%
or more of the financial institution’s appraised loan value of the property and the period of the loan shall have
been one year or more. However, this shall not apply where the financial institution is a Related Party to or of one of
the transaction parties.
(2) Where
land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for
the land and the structures may be separately appraised in accordance with either of the means listed in the preceding
Subparagraph.
(3) Where
the Company acquires real property from a Related Party and appraises the cost of the real property in accordance with
the two preceding Subparagraphs, the Company shall also engage a CPA to check the appraisal and render a specific opinion.
(4) Where
the Company acquires real property from a Related Party and any of the following circumstances exists, the acquisition
shall be conducted in
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accordance
with Article 13 hereof and the preceding three Subparagraphs shall not apply:
A. The
Related Party acquires the real property through inheritance or gifts.
B. More
than five years have elapsed from the date that the Related Party signed the contract to acquire the real property to
the signing date for the current transaction.
C. The
real property is acquired through signing of a joint development contract with the Related Party, or through engaging
a Related Party to build real property, either on the Company’s own land or on rented land.
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Article 15
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Required
Procedures When Transaction Cost Is Lower Than Transaction Price
(1) When
the results of the Company’s appraisal conducted in accordance with Subparagraphs 1 and 2 of the preceding Article
are both lower than the transaction price, the matter shall be handled in accordance with Subparagraphs 2, 3 and 4 of
the preceding Article. However, such restriction shall not apply if any of the following circumstances exists, objective
evidence has been submitted, and specific opinions on reasonableness of the transaction have been respectively provided
by the professional real property appraiser and the CPA:
A. Where
the Related Party acquires undeveloped land or leases land for development, it may submit proof of compliance with one
of the following conditions:
a The
undeveloped land is appraised in accordance with the manners in the preceding Article, and the buildings have been valued
based on the Related Party’s construction costs plus reasonable construction profits, and the combination thereof
exceeds the actual transaction price. The “reasonable construction profit” shall be the average gross operating
profit margin of the Related Party’s construction division for the most recent three years or the gross profit margin
for the construction industry for the most recent period published by Taiwan Ministry of Finance, whichever is lower.
b Completed
transactions by unrelated parties within one year involving other floors of the same property or property in an adjacent
area, where the area and transaction terms and conditions are similar after considering reasonable price discrepancies
in floor or area in accordance with standard property market practices.
c Completed
leasing transactions by unrelated parties for other floors of the same property within one year, where the transaction terms and
conditions are similar after considering reasonable price discrepancies among floors in accordance with standard property leasing
market practices.
B. For
real property acquired from a Related Party, the Company provides evidence to prove that the terms and conditions of the
transaction are similar to those completed in an adjacent area of a similar size by unrelated parties within one year.
“Completed
transactions for property in an adjacent area” referred to in this Subparagraph in principle refers to property
on the same or an adjacent block and within a distance of no more than 500 meters or property close in publicly announced
current value; “similar in area” in
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principle
refers to transactions completed by unrelated parties for properties with a land area of no less than 50% of the property
in the proposed transaction; “within one year” refers to the year preceding the Date of Occurrence of the
acquisition of the real property.
(2) Where
the Company acquires real property from a Related Party and the results of appraisals conducted in accordance with Article
14 and Subparagraph 1 of this Article are both lower than the transaction price, the following steps shall be taken:
A. A
special reserve shall be set aside in accordance with Paragraph 1 of Article 41 of SEA against the difference between
the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or
issuance of bonus shares. If the Company’s investor is a public company that uses the equity method to account for
its investment in the Company, a special reserve shall be also set aside pro rata in a proportion consistent with such
investor’s shareholding in the Company in accordance with Paragraph 1 of Article 41 of SEA.
B. Supervisors
shall handle the relevant matters in accordance with Article 218 of Taiwan Company Act.
C. Actions
taken pursuant to Subparagraphs 1 and 2 of this Article shall be reported to the shareholders’ meeting, and the
details of the transaction shall be disclosed in the annual report and the prospectus.
(3) In
the event that the Company has set aside a special reserve under the preceding Subparagraph, the Company may not utilize
such special reserve unless it has recognized a loss on decline in market value of the real property it purchased at a
premium or such real property has been disposed of, or adequate compensation has been made, or the status quo ante has
been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the
FSC has given its consent.
(4) When
the Company obtains real property from a Related Party, it shall also comply with the preceding two Subparagraphs if there
is other evidence indicating that the acquisition was not an arm’s length transaction.
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Chapter 4 Derivative Transactions
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Article 16
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Types
of Derivatives that May Be Traded
The
types of Derivatives transactions that may be engaged by the Company include all the Derivatives defined in Subparagraph
3 of Article 3 of the Procedures. Transactions of other products shall be submitted to the Board for approval before proceeding.
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Article 17
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Operating
Strategy for Hedging
(1) The
Company’s operating strategy for hedging through Derivative transactions is mainly to ensure the sound and safe
operation of the Company. Accordingly, the Board shall implement the supervision and management in accordance with the
authority enumerated in Subparagraph 1 of Article 19 to reduce unnecessary risks.
(2) The
Company shall classify the Derivative transactions as “hedging” or “non-hedging” by the transaction
purposes. Unless different position limits are otherwise applicable in accordance with Article 18 hereof, the selection
of the
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transaction
products for hedging purposes shall mainly be for hedging foreign-exchange risk relating to income, expenses, assets or liabilities
associated with the business operations of the Company, and the currency held shall meet the foreign currency needs of the
Company for actual foreign exchange income and expenses and the assets and liabilities which have been recognized or to be
recognized in the financial statements.
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Article 18
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Total
Amount of Derivative Contracts and Maximum Loss Limit
(1) The
restrictions on the total amount of the Derivative contracts are as below:
A. The
total amount for contracts for hedging purpose:
a
Transactions to manage foreign exchange risk: the total contract amount shall not exceed the total amount of foreign
exchange income and expenses and the assets and liabilities which have been recognized or to be recognized in the
financial statements generated in the then current year.
b Transactions
to manage interest rate risk: the total contract amount shall not exceed the total amount of total liabilities.
c Transactions
to manage currency rate risk and interest rate risk associated with specific projects: the total contract amount shall
not exceed the total amount of the budget of such specific projects.
B. The
total amount for contracts for non-hedging purpose:
The
cumulative total balance shall not exceed 20% of net worth shown in the Latest Financial Statements of the Company.
(2) The
maximum loss limits on all and individual contracts are as follows:
A. The
realized and unrealized losses generated by all the Derivative contracts executed by the Company shall not exceed 20%
of the net worth shown in the Company’s Latest Financial Statements, except for the transactions to manage currency
rate risk and interest rate risk associated with specific projects.
B. The
realized and unrealized losses generated by individual contracts for hedging purpose shall not exceed 30% of the value
of such contract or 5% of the net worth shown in the Company’s Latest Financial Statements.
C. The
realized and unrealized losses generated by the individual contracts for non-hedging purpose shall not exceed 30% of the
value of such contract or 5% of the net worth shown in the Company’s Latest Financial Statements.
D. The
realized and unrealized losses generated by the transactions to manage currency rate risk and interest rate risk associated
with specific projects shall not exceed the maximum loss limit approved by the Board.
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Article 19
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Delegation
of Authority
(1) The
authority and responsibility of the Board are:
A. To
approve the maximum amount in contracts of Derivative transactions by the department in charge.
B. To
designate senior officers to monitor and control the risks associated with Derivative transactions at all times.
C. To
periodically evaluate whether the performance of Derivative transactions is in line with existing operational strategy
and whether the associated risk is within the Company’s permitted scope of tolerance.
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D. To
convene the Board meeting periodically or when necessary (if it is about to reach the loss limit in Article 18 hereof);
the authorized senior officers shall report the performance of the Derivative transactions to the Board. In the event
that the performance is not in line with the operational strategy, or the risks can no longer be tolerated by the Company
or are higher than originally expected, the Board may resolve to terminate relevant transaction contracts.
(2) The
authority and responsibility of senior officers authorized by the Board are:
A. To
periodically evaluate whether the risk management measures currently used are appropriate and whether they are implemented
in accordance with applicable laws and regulations and this Chapter.
B. To
monitor the transactions and the gains and losses thereof, and, upon detecting any irregularities, adopt necessary response
measures and immediately report to the Board. If the Company has elected independent directors, independent director(s)
shall attend the Board meeting and express their opinions.
(3) The
authority and responsibility of the head of department in charge are:
A. To
manage the making of report forms and the control of the authorized amount of the Company determined by the Board.
B. To
stipulate the risk evaluation model and performance evaluation model.
C. To
approve the appointment and removal of the dealers and determine the authorized amount of the dealers.
(4) The
authority and responsibility of dealers in department in charge are:
A. To
stipulate the transaction strategy within the authorized scope and directly conduct transactions with the counterparty.
B. To
promptly provide the transaction receipts and certificates.
(5) The
authority and responsibility of settlement staff are:
A. To
review the transaction receipts and reports.
B. To
proceed with the clearance and settlement operations regarding the transactions.
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Article 20
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The
head of department in charge shall stipulate the total transaction amount of Derivative transactions based on the categories
of products and submit the same to the Board for approval. In the event of significant change in market conditions or
for other needs, the head of department in charge may adjust the total authorized amount after the approval of the Board.
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Article 21
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The
Company shall report to the next upcoming board meeting if the Company authorizes the relevant personnel to handle Derivative
transactions in accordance with this Chapter.
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Article 22
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Essentials
of Performance Evaluation
(1) The
department in charge shall weekly conduct the sensitivity analysis of the positions held and compile forms and submit
the same to the senior officers authorized by the Board.
(2) The
department in charge shall proceed with prompt performance evaluation in accordance with the following methods, and report
to the senior officers authorized by the Board periodically or when necessary:
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A. Proceed
with the performance evaluation based on the transaction purposes, product types and the general transaction conditions
of the Company simultaneously.
B. Evaluate,
based on the market prices on a daily basis, the transactions conducted through the centralized stock exchange market
or transactions not conducted through the centralized stock exchange market but usually have market prices for sale of
the relevant Derivatives.
C. Evaluate,
based on market prices or theoretical prices at least twice a month, the transactions that do not usually have market
prices.
(3) Finance
Division shall compile the transaction details, and assess notional amount of transaction positions, realized and unrealized
profits and losses based on the transaction receipts and reports submitted by the department in charge on a monthly basis,
and compile forms and submit the same to the senior officers authorized by the Board.
(4) Finance
Division shall establish “derivative transaction log books” to record the type and amount of Derivatives transactions,
the date of the Board approval and items required to be evaluated cautiously in accordance with Subparagraph 1 of Article
24, Item 3 of Subparagraph 1 and Item 1 of Subparagraph 2 of Article 19 for reference.
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Article 23
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Risk
Management Measures
The
risk management scope and risk management measures required to be implemented when the Company engages in Derivative transactions
are as below:
(1) Credit
risk management: the counterparty to the transaction shall be basically limited to financial institutions and futures
brokers that have a good reputation and business relationship with the Company and are able to provide professional information.
(2) Market
price risk management: the positions shall strictly follow the stop-loss points as potential loss caused by future market
price fluctuation of the Derivatives would be unpredictable.
(3) Liquidity
risk management: to ensure the liquidity of transaction products, the Company shall mainly choose financial products with
higher liquidity (i.e. can be matched in the market at any time). The financial institutions engaged for transactions
shall have sufficient infrastructure, information and ability to execute the transactions in any market.
(4) Cash
flow risk management: to ensure the working capital turnover stability, the Company may only use equity funds for Derivatives
transactions and the amount available for such transactions shall take into account the funding needs according to the
cash flow forecast for the coming three months.
(5) Operational
risk management
A. The
Company shall adhere to the authorized amount and operational process and adopt internal audit procedures to avoid operational
risks.
B. The
personnel handling Derivative transactions shall not concurrently serve as the personnel handling confirmation and settlement,
and vice versa.
C. The
personnel performing risk assessment, supervision and control shall serve in different departments from those of the personnel
abovementioned, and shall report to the Board or senior officers who are not responsible for decision-making for transactions
or positions.
(6) Legal
risk management
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A. Any
contract documents signed with financial institutions shall be made in international standardized documents as much as
possible to avoid legal risks.
B. Non-standardized
documents signed with financial institutions shall be officially signed only after being reviewed by specialists in foreign
exchange and in-house legal counsel or outside legal counsel.
(7) Product
risk management: the personnel handling transactions shall possess complete and accurate professional knowledge about
the Derivatives in transactions, and require the financial institutions to fully disclose the risks associated with the
products to avoid losses caused by misusing the Derivatives.
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Article 24
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Periodical
Evaluation Methods and Abnormal Situation Management
(1) Derivatives
trading positions held shall be evaluated by the Finance Division at least once per week, provided that the transactions
for hedging purpose due to business needs shall be evaluated at least twice a month. The evaluation report shall be submitted
to the senior officers authorized by the Board.
(2) The
authorized senior officers shall promptly report to the Board upon discovering that the loss amount nearly reaches the
threshold stated in Subparagraph 2 of Article 18 hereof, and submit a proposal to terminate the relevant contracts to
the Board for resolution.
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Article 25
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Internal
Audit Procedures
(1) The
Company’s internal audit personnel shall periodically evaluate the suitability of internal controls of the Derivatives
and conduct a monthly audit on how the department in charge complies with the procedures for engaging in Derivative transactions,
and prepare an audit report. If any material violation is discovered, the internal audit personnel shall promptly report
to the Chairman and the senior officers designated by the Board and notify each supervisor in writing.
(2) The
Company’s internal audit personnel shall include the Derivative transactions in the auditing plans, report the enforcement
condition of the annual auditing plan in the previous year to the FSC by the end of February in the following year, and
submit the improvement on abnormal events to the FSC for reference by the end of May in the following year at the latest.
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Chapter 5 Merger, Spin-Off, Acquisition and Transfer of Shares
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Article 26
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Evaluation
and Operating Procedures
(1) When
participating in a merger, spin-off, acquisition or transfer of shares, it is advisable for the Company to engage an attorney,
a CPA and an underwriter to jointly produce a tentative timetable for legal procedures, and a task force shall be organized
to implement the actions in accordance with such procedures. Prior to convening the Board meeting to resolve the relevant
matters, the Company shall engage a CPA, an attorney, or a securities underwriter to give an opinion on the reasonableness
of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit
the same to the Board for discussion and approval. However, the requirement of obtaining an aforesaid opinion on
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reasonableness
issued by an expert may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly
holds 100% of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the Company
directly or indirectly holds 100% of the respective subsidiaries’ issued shares or authorized capital.
(2) When
participating in a merger, spin-off or acquisition, the Company shall prepare a report to the shareholders that contain
material contractual terms and conditions and matters relevant to the merger, spin-off or acquisition prior to the shareholders’
meeting and deliver to shareholders such report together with shareholders’ meeting notice and the expert opinion
referred to in the preceding Subparagraph for shareholders’ reference. However, the above requirement shall not
apply if the merger, spin-off or acquisition is exempted by law from obtaining the shareholders’ approval.
(3) Where
the shareholders’ meeting of any one of the companies participating in a merger, spin-off or acquisition fails to
convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restrictions, or the proposal
is rejected by the shareholders’ meeting, the Company shall immediately explain to the public the reason, the follow-up
measures and the preliminarily scheduled date of the next shareholders’ meeting.
(4) When
participating in a merger, spin-off or acquisition, the Company, as well as the participating companies, shall convene
the Board meeting and the shareholders’ meeting on the same date(s) to resolve matters relevant to the merger, spin-off
or acquisition, unless other applicable laws provide otherwise or the FSC is notified in advance of extraordinary circumstances
and grants consent.
(5) When
participating in a transfer of shares, the Company, as well as the participating companies, shall convene the Board meeting
on the same date, unless other applicable laws provide otherwise or the FSC is notified in advance of extraordinary circumstances
and grants consent.
(6) When
participating in a merger, spin-off, acquisition or transfer of shares, the Company shall prepare a full written record
of the following information and keep it for five years for reference.
A. Basic
information of personnel: including job titles, names and national identification numbers (or passport numbers in the case of
foreign nationals) of all persons involved in the planning or implementation of any merger, spin-off, acquisition or transfer
of another company’s shares prior to disclosure of the information.
B. Dates
of material events: including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or
legal advisor, the execution of a contract and the convention of a Board meeting.
C. Important
documents and meeting minutes: including merger, spin-off, acquisition and share transfer plans, any letter of intent or memorandum
of understanding, material contracts and Board meeting minutes.
(7) When
participating in a merger, spin-off, acquisition or transfer of shares, the Company shall, within two days commencing immediately
from the date of passing a Board resolution, submit the information set out in Items 1 and 2 of the preceding Subparagraph in
the prescribed format and via the Internet-based information system to the FSC for reference.
(8) Where
any of the companies participating in a merger, spin-off, acquisition or transfer of shares is neither listed on an exchange
nor has its shares traded on
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the over-the-counter market, the Company shall sign a contract with such company(ies) whose shares are not listed or traded and shall abide by the provisions of the preceding two Subparagraphs.
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Article 27
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|
Prior
Promise of Confidentiality
Every
person participating in or privy to the plan for merger, spin-off, acquisition, or transfer of shares shall issue a written
undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information
and may not trade, in their own name or under the name of another person, any shares or other equity-type securities of
any company related to the plan for merger, spin-off, acquisition, or transfer of shares.
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Article 28
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|
Principles
of Amending Share Exchange Ratio or Acquisition Prices
When
participating in a merger, spin-off, acquisition, or transfer of shares, the Company may not arbitrarily amend the share
exchange ratio or acquisition prices unless under the circumstances listed below, and shall stipulate the circumstances
permitting amendment in the contract for the merger, spin-off, acquisition, or transfer of shares:
(1) Cash
capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants,
preferred shares with warrants, stock warrants, or other equity-type securities.
(2) An
action which affects the Company’s financial condition and business operations, such as disposal of major assets.
(3) An
event which affects shareholders equity or share prices, such as a major disaster or major change in technology.
(4) An
adjustment which is made by any of the companies, who participates in the merger, spin-off, acquisition, or transfer of
shares from another company, buys back treasury stock.
(5) An
increase or decrease in the number of entities or companies participating in the merger, spin-off, acquisition, or transfer
of shares.
(6) Other
terms/conditions that the contract stipulates may be altered and as such have been publicly disclosed.
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Article 29
|
|
Required
Content in Contracts
The
contract for participation by the Company in a merger, spin-off, acquisition, or transfer of shares shall stipulate the
rights and obligations of the participating companies and the conditions of amendment to share exchange ratio or acquisition
prices, and shall also stipulate the following:
(1) Handling
of breach of contract.
(2) Principles
for handling of equity-type securities previously issued or treasury stock previously bought back by any company that
is extinguished in a merger or that is demerged.
(3) The
amount of treasury stock that participating companies are permitted under law to buy back after the record date of calculation
of the share exchange ratio, and the principles for handling thereof.
(4) The
manner of handling changes in the number of participating entities or companies.
(5) Preliminary
progress schedule for plan execution and anticipated completion date.
(6) Scheduled
date for convening the legally mandated shareholders’ meetings if
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the plan is not completed as scheduled, and relevant procedures.
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Article 30
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|
Other
Matters
(1) After
public disclosure of the information regarding the merger, spin-off, acquisition or share transfer in which the Company has participated,
if any of the companies participating in the merger, spin-off, acquisition, or share transfer intends further to carry out a merger,
spin-off, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures
or legal actions that had originally been completed toward the merger, spin-off, acquisition, or share transfer; except that where
the number of participating companies has decreased and a participating company’s shareholders’ meeting has adopted
a resolution authorizing the board to alter, such participating company may be exempted from calling another shareholders’
meeting to resolve on the matter anew.
(2) Where
any of the companies participating in a merger, spin-off, acquisition, or transfer of shares is not a public company,
the Company shall sign an agreement with the non-public company and handle the matter in accordance with the provisions
of Article 26, Article 27, and the preceding Subparagraph hereof.
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Chapter 6 Information Disclosure
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Article 31
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|
Public
Announcement and Regulatory Filing Procedures
(1) Under
any of the following circumstances, when acquiring or disposing of assets, the Company shall publicly announce and report
the relevant information on the FSC’s designated website in the appropriate format as prescribed by laws and regulations
within two days commencing immediately from the Date of Occurrence:
A. Acquisition
or disposal of real property from or to a Related Party, or acquisition or disposal of assets other than real property
from or to a Related Party where the transaction amount reaches 20% or more of the Company’s paid-in capital, 10%
or more of the Company’s total assets, or NT$300 million or more; provided, this requirement shall not apply to
transactions of selling or purchasing government bonds or bonds under repurchase or resale agreement, or subscription
or repurchase of money market funds issued by domestic securities investment trust enterprises.
B. Engaging
in merger, spin-off, acquisition, or transfer of shares.
C. Losses
from the Derivative transactions reaching the limits on aggregate losses or losses on individual contracts specified in
Subparagraph 2 of Article 18 herein.
D. The
type of asset acquired or disposed of is equipment for operating purpose; the transaction counterparty is not a Related
Party, and the transaction amount reaches NT$1 billion.
E. Real
property acquired under an arrangement engaging others to build on the Company’s own land or rented land, a joint
construction and allocation of housing units, a joint construction and allocation of ownership percentages, or a joint
construction and separate sale, and the amount the Company expects to invest in the transaction reaches NT$500 million.
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F. Any
asset transaction (other than those referred to in the preceding five Items) or Investment in Mainland China that reaches
20% or more of the Company’s paid-in capital or NT$300 million except for the following:
a Purchase
or sale of government bonds.
b Purchase
or sale of Securities on foreign or domestic stock exchanges or over-the-counter markets, or subscription of ordinary
corporate bonds or of general bank debentures without equity characteristics that are offered and issued in the domestic
primary market.
c Purchase
or sale of bonds under repurchase and resale agreement, or subscription or repurchase of money market funds issued by
domestic securities investment trust enterprises.
(2) The
amount of transactions specified in the preceding Subparagraph shall be calculated based on the following:
A. The
amount of any individual transaction.
B. The
cumulative transaction amount of acquisitions and disposals of the same type of assets with the same transaction counterparty
within one year.
C. The
cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals, respectively)
within the same development project within one year.
D. The
cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the
same Securities within one year.
(3) “Within
one year” as used in the preceding Subparagraph refers to the year preceding the Date of Occurrence of the relevant
transaction. The portion of the transactions that have been previously public disclosed in accordance with the Procedures
may be excluded.
(4) The
Company shall, on a monthly basis, upload the information on the Derivative transactions as of the end of the previous
month engaged by it and its Subsidiary that is not a domestic public company to the information reporting website designated
by the FSC by the 10th day of each month.
(5) Should
any of the following circumstances occur after the filing and public announcement of transactions in accordance with this
Article, a public report on relevant information shall be made on the information reporting website designated by the
FSC within two days commencing immediately from the Date of Occurrence:
A. Amendment,
termination or rescission of the original contract.
B. The
merger, spin-off, acquisition or transfer of shares is not completed by the scheduled closing date set forth in the contract.
C. Change
to the originally publicly announced and reported information.
(6) Where
there is any omission or error in information publicly disclosed by the Company in accordance with the applicable laws
and regulations, the Company shall make a rectification and all of the items shall be publicly announced and reported
in their entirety again within two days counting inclusively from the date of knowing of such error or omission.
(7) The
relevant contracts, meeting minutes, log books, appraisal reports and opinions of the CPA, attorney and securities underwriter
in connection with the Company’s acquisition or disposal of assets shall be kept at the Company for at least five
years, unless otherwise provided by applicable laws.
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(8) If
a Subsidiary of the Company is not a domestic public company and the acquisition or disposal of the assets by the Subsidiary
meets the public announcement and regulatory filing requirements stipulated in the Act, the Company shall conduct the
public announcement and regulatory filing on behalf of such Subsidiary.
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Chapter 7 Miscellaneous
|
Article 32
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|
Control
Procedures for Acquisition or Disposal of Assets of Subsidiaries
(1) The
Company shall cause its Subsidiaries to adopt and implement their “procedures for the acquisition or disposal of
assets” in compliance with the provisions of the Taiwan Regulations Governing the Acquisition and Disposal of Assets
by Public Companies enacted by FSC.
(2) The
acquisition and disposal of assets by the Company’s Subsidiaries shall be governed by their respective “internal
control systems” and “procedures for the acquisition or disposal of assets.” In addition, every month
each Subsidiary shall compile a written report on assets acquired or disposed of and the Derivative transaction engaged
during the preceding month (up till the end of that month) and submit such report to the Company by the 10th day of each
month.
(3) The
Company’s audit division shall include the procedures for acquisition or disposal of assets conducted by the Company’s
Subsidiaries as one of the annual audit items, and the audit results thereof shall be included as a required item in the
audit report to be submitted to the supervisors.
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Article 32-1
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If
the Company has established an audit committee in accordance with SEA, the provisions regarding supervisors set out in
Articles 6, 13, 25, 32 and 34 shall apply mutatis mutandis to the audit committee of the Company.
If
the Company has established an audit committee in accordance with SEA, the provisions regarding supervisors set out in
Item 2 of Subparagraph 2 of Article 15 shall apply mutatis mutandis to the independent directors members on the audit
committee of the Company.
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Article 32-2
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|
The
calculation of 10% of total assets under the Procedures shall be based on the total amount of assets stated in the latest
financial reports of the parent company or the latest standalone financial reports prepared in accordance with the Regulations
Governing the Preparation of Financial Reports by Securities Issuers.
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Article 33
|
|
Penalties
Managers
and in-charge personnel of the Company violating the Procedures shall be reported for review in accordance with the Company’s
personnel management regulations and subject to disciplinary actions taken according to the seriousness of the violation.
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Article 34
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|
Enforcement
and Amendment
(1) The
Procedures shall be implemented after being approved by the promoters’ meeting held on February 12, 2018.
(2) Any
amendment of the Procedures shall be implemented after being approved by the Board and subsequently submitted to the supervisor
and approved by
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the
shareholders’ meeting. If any director objects to any amendment to the Procedures and such objection is recorded
in the meeting minutes or a written statement, the Company shall submit such documents regarding the directors’
objection to each supervisor and the shareholders’ meeting for discussion.
(3) If
the Company has elected independent directors in accordance with SEA, when submitting the proposal regarding the Procedures
to the Board for discussion pursuant to the preceding Subparagraph, the Board shall fully take into consideration each
independent director’s opinions. If an independent director objects to or expresses reservations about any matter,
it shall be recorded in the Board meeting minutes.
(4) If
the Company has established an audit committee in accordance with SEA, the adoption of and amendment to the Procedures
shall be approved with the consent of one-half or more of all audit committee members and then submitted to the Board
for a resolution.
(5) If
such proposal is not approved with the consent of one-half or more of all audit committee members as required in the preceding
Subparagraph, the proposal may be approved with the consent of two-thirds or more of all the directors, and the resolution
of the audit committee shall be recorded in the Board meeting minutes.
(6) The
terms “all audit committee members” and “all the directors” in Subparagraph 4 shall be counted
as the actual number of persons currently holding those positions.
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■Appendix 1
Advanced
Semiconductor Engineering, Inc.
Rules
of Procedure for the Shareholders’ Meeting
1.
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The Shareholders’ Meeting
of ASE shall be conducted in accordance with the Rules specified herein.
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2.
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Shareholders attending the meeting in person
(or their proxies) shall wear attendance badges and shall submit sign-in cards in lieu of signing in. ASE's weight of share
ownership in attendance shall be based on the weight of share ownership described in the preceding, plus the weight of share
ownership exercised via electronic voting.
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3.
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Unless
specified in Article 179 of the Company Act where there is no voting right entitled or such right is restricted by the applicable
rules under the Company Act, a shareholder of ASE shall be entitled to one vote for each share held. When a shareholder is unable
to attend the shareholders’ meeting for whatever the reason, the shareholder may present a proxy statement printed by ASE
that states the scope of authorization to entrust a proxy to attend the shareholders’ meeting. With the exception of trust
enterprises or stock affairs agencies approved by the competent securities authority, the votes that may be cast by one proxy
representing two or more shareholders shall not exceed three percent of the votes of total shares issued; any votes in excess
of that limit shall not be counted.
A
shareholder may only execute one power of attorney and appoint one proxy only, which shall be delivered to ASE at least five days
prior to the shareholders meeting. In case of overlapping proxies, the first one to arrive at ASE shall apply. Exception applies
if one of the proxy forms is rescinded.
If
a proxy has already been delivered to ASE and the shareholder wishes to personally attend the meeting or exercise his
or her voting rights by electronic means, the concerned shareholder should notify ASE in writing two days prior to the
shareholders’ meeting to rescind the notice for proxy. If the shareholder fails to do so by the deadline, the voting
right cast by the trustee agent shall govern.
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4.
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Venue of shareholders meetings shall be where
ASE is located or a different location convenient for shareholders to attend and for the meeting to be held with a commencement
time no earlier than 9.00 a.m. or later than 3.00 p.m.
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5.
|
Unless otherwise stipulated in the Company
Act, shareholders meetings shall be convened by the board and chaired by ASE Chairman. Article 208 Paragraph 3 of the Company
Act shall be followed if the Chairman is on leave or unable to exercise his/her official functions for whatever the reason.
If a shareholders meeting is convened by someone having the right to convene a meeting, but who is not a member of the Board
of Directors, the said person shall chair the meeting. If more than one person has the right to convene the meeting, one shall
be elected to chair the meeting.
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6.
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ASE may designate retained lawyers, certified
public accountants or relevant personnel to attend the shareholders’ meeting. Staff handling administrative affairs
of the shareholders’ meeting shall wear identification badges or arm-bands.
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7.
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ASE shall record the whole course of the shareholders’
meeting on audio tape or video tape, and shall keep the tapes on file for at least one year.
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8.
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The chairperson shall announce
the commencement of the meeting when the scheduled time arrives. If the number of shareholders present represent less than
half of all voting rights, the chairperson may delay the meeting. A meeting may be delayed twice for a combined maximum of
one hour. If after two postponements the number of shareholders present is still insufficient while representing at least
one third of the total issued shares, provisional resolutions may be adopted in accordance with Article 175 Paragraph 1 of
the Company Act. If prior to the end of the meeting the shareholders present represent at least half of the total issued shares,
the chairperson may resubmit the provisional resolutions adopted by the meeting for a vote in accordance with Article 174
of the Company Act.
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9.
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Agenda
of a shareholders meeting called by the board shall be decided by the board. The meeting shall proceed according to the
agenda unless changed by a shareholders meeting resolution.
If
the shareholders’ meeting is convened by someone entitled to convene such a meeting but who is not a member of the
Board of Directors, the rules of the preceding paragraph shall apply mutatis mutandis.
Unless
by the resolution of the shareholders’ meeting, the chairperson may not declare the meeting ended until all items
on the agenda (including extemporaneous motions) arranged in the preceding two paragraphs have been completed.
After
the meeting is declared ended, shareholders may not elect a chairperson to resume the meeting at the original location
or at any other premises, unless such declaration by the chairperson has violated the rules of procedure, whereas one
person may be elected the chairperson with the consent of one half of the votes represented by shareholders present to
resume the meeting.
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10
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While the shareholders’ meeting is in
session, the chairperson may at his/her discretion allocate and announce time for breaks.
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11.
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Before a shareholder present at the meeting
speaks, he/she shall first fill out a statement slip stating therein the main points of the statement, the shareholder's account
number (or the attendance identification number) and account name, so that the chairperson may determine the order of speaking.
A shareholder present at the meeting that merely submits a statement slip without speaking is considered not to have spoken.
If the contents of the statement do not conform to the contents of the statement slip, the contents of the statement shall
govern. Unless given consent by the chairperson and the speaking shareholder, other shareholders may not speak to interrupt
when a shareholder is speaking; otherwise the chairperson shall stop the interruption.
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12.
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Unless
permitted by the chairperson, no shareholder may speak more than twice regarding the same proposal, and shall not speak
for more than five minutes each time.
If
a shareholder violates the rules outlined in the preceding paragraph or goes beyond the scope of proposals in speaking,
the chairperson may stop him/her from speaking.
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13.
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An institutional shareholder may assign only
one proxy representative to attend the meeting on its behalf. In the event an institutional shareholder assigns two or more
representatives to attend the shareholders’ meeting, only one of the representatives may speak on any single agenda
item.
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14.
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After a shareholder present at the meeting speaks,
the chairperson may reply in person or assign relevant personnel to reply.
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15.
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With respect to discussions of a proposal, if the chairperson
feels that a consensus has been reached where a vote can be taken on the proposal, he/she may announce that the discussions
shall cease and the proposal be submitted for a vote.
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16.
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The chairperson shall appoint monitors and ballot counters for
voting on proposals. For qualifications, monitors must be shareholders. The results of each vote shall be announced on the
spot and made into the minutes.
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17.
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Unless otherwise provided by the Company Act or ASE’s
Articles of Incorporation, a proposal shall be approved by the consent of more than half of the votes of shares represented
by shareholders present. In voting, a proposal is considered approved if the chairperson receives no dissenting opinions after
requesting, which has the same effect as voting by ballot.
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18.
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Where there is an amendment or an alternative for a proposal,
the chairperson shall determine the order in which they are to be voted on with the original proposal. If any of these proposals
is approved, alternative proposals shall be treated as rejected and not be voted on separately.
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19.
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The chairperson may instruct the inspectors (or security personnel)
to assist in maintaining order in the meeting venue. While assisting in maintaining order at the venue, the inspectors (or
security personnel) shall wear arm-bands reading “Inspector.”
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20.
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All matters not provided by these Rules herein shall be handled
in accordance with the Company Act, relevant laws and regulations, as well as ASE’s Articles of Incorporation.
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21.
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These Rules shall come into force on the approval of the shareholders’
meeting, as shall any amendment.
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■ Appendix
2
Advanced
Semiconductor Engineering, Inc.
Articles
of Incorporation
Chapter I General Rules
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Article 1
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:
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ASE
is organized in accordance with the rules of the Company Act that governs companies limited by shares, and is named Advanced
Semiconductor Engineering, Inc.
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Article 2
|
:
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Businesses
operated by ASE:
1. Manufacture,
assembly, reprocessing, testing and export of integrated circuits of various types.
2. Research
and development, design, manufacture, assembly, reprocessing, testing and export of various computer, electronic, communications
and information products, as well as their peripherals and parts.
3. General
export/import trades, excluding businesses requiring special permission.
4. CC01080
Electronic components manufacturing industry
5. CC01990
Other electrical, electronic and mechanical equipment manufacturing industry (IC lead frame, BGA substrate and FC substrate)
6. F119010
Electronic material wholesale business
7. F219010
Electronic material retail business
8. I199990
Other consultant service (technological and consultant service of IC lead frame, BGA substrate and FC substrate)
9. JE01010
Leasing business
10. ZZ99999
Engagement in business that are not prohibited or restricted by law with the exception of businesses requiring permit.
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Article 3
|
:
|
Where
ASE invests in another company as a limited liability shareholder, it is not subject to the restriction imposed by the
Company Act providing that such investment shall not exceed a specified percentage of the total paid-in capital.
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Article 4
|
:
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The
Company may provide external guarantees.
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Article 5
|
:
|
ASE
is headquartered in the Nanzi Export Processing Zone, Kaohsiung City, Taiwan. Branches, offices or business locations
may be set up in Taiwan or overseas with board resolutions.
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Chapter II Shares
|
Article 6
|
:
|
ASE's
registered capital is NT$100 billion, divided into 10 billion shares with a face value of NT$10 per share. Stock options
worth NT$8 billion are set aside for employee subscription. The board is authorized to issue the remainder in several
batches.
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Article 7
|
:
|
Share
certificates of ASE are all registered in form, which shall be signed or affixed with seal by more than three directors
as well as duly attested before they can be issued. According to Article 162-2 of the Company Act, ASE may choose
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to not provide share certificates in printed form.
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Article 8
|
:
|
Title transfer of stocks shall be suspended within sixty days
before the AGM is held, within thirty days before a shareholders’ provisional meeting is held, or within five days before
the base date for distribution of stock dividends and bonuses or other benefits determined by ASE.
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Article 9
|
:
|
ASE’s
processing rules of stock affairs shall fully comply with pertinent laws and regulations promulgated by the authorities
concerned.
|
Chapter III Shareholders' Meeting
|
Article 10
|
:
|
ASE
holds general and provisional shareholders' meetings. A general meeting is called by the board once a year within six
months after the end of a fiscal year according to law. The provisional meeting is convened when necessary according to
law.
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Article 11
|
:
|
To
convene the AGM and the shareholders’ provisional meeting, ASE shall inform each and every shareholder of the date,
venue and purpose of convening the meeting thirty days and fifteen days respectively in advance before the meeting is
held.
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Article 12
|
:
|
Unless
otherwise regulated by the Company Act, a shareholders' meeting resolution is passed when more than 50% of all outstanding
shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting.
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Article 13
|
:
|
Unless
specified in Article 179 of The Company Act whereas no voting right is entitled, a shareholder of the Company shall be
entitled to one vote for each share held.
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Article 14
|
:
|
If
a shareholder is unable to attend the shareholders’ meeting for whatever the reason, he/she may present a proxy
statement printed by ASE, stating therein the scope of authorization to entrust a proxy to appear on his/her behalf. The
above proxy statement shall be delivered to ASE five days in advance of the shareholders’ meeting being held.
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Article 15
|
:
|
Unless
otherwise stipulated in the Company Act, shareholders meetings shall be convened by the board and chaired by ASE Chairman.
Article 208 Paragraph 3 of the Company Act shall be followed if the Chairman is on leave or unable to exercise his/her
official functions for whatever the reason. If a shareholders meeting is convened by someone having the right to convene
a meeting, but who is not a member of the Board of Directors, the said person shall chair the meeting. If more than one
person has the right to convene the meeting, one shall be elected to chair the meeting.
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Chapter IV Directors
|
Article 16
|
:
|
ASE
shall have 11 to 15 directors, of which there shall be three independent directors and eight to 12 non-independent directors.
Each director and supervisor shall hold office for a term of three years, and may continue to serve if re-elected.
Election
of directors should be handled according to Article 198 of the Company Act and applicable laws and regulations.
When
handling the aforementioned election of directors, the election of independent directors and non-independent directors
should be held concurrently, with the names of the elected separately calculated, and those that receive the ballots representing
the greatest number of voting rights will be elected as independent directors or non-independent directors.
The
supervisors shall be replaced by an audit committee that ASE will establish in accordance with Article 14-4 of the Securities
and Exchange Act. The Audit Committee shall be responsible for exercising the powers of supervisors under the Company
Act, the Securities and Exchange Act, and other applicable laws. The Audit Committee shall consist of all independent
directors and its powers and related matters shall be devised by the Board of Directors in accordance with the applicable
laws.
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Article 16-1
|
:
|
Directors
shall be elected via the candidate nomination system. Shareholders retaining at least 1% of all outstanding shares and
the board may nominate candidates for directorship. A list of candidates determined at board meetings to meet the criteria
for being elected directors are submitted by the board to the shareholders meeting for consideration; if the shareholder’s
meeting is convened by another person with the authority to convene the meeting, after the person with the authority to
convene the meeting examines the qualifications of the candidate(s) for serving as an director, the names are sent to
the shareholder’s meeting for election. All matters regarding the acceptance method and announcement of the nomination
of candidates for director will be handled according to the Company Act, the Securities Exchange Law, and other applicable
laws and regulations.
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Article 16-2
|
:
|
Remuneration
of independent directors shall be NT$3 million per person per year. If an independent director serves on the board for
less than a year, s/he shall be paid pro rata for the number of days served. An independent director of ASE, if also serving
as a member of ASE's Remuneration Committee, shall receive compensation of NT$360,000 per year. If the term of service
is less than one year, the actual compensation received shall be calculated on a pro-rata basis for the actual number
of days served.
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Article 17
|
:
|
The
Board of Directors shall be organized by the directors whose functions are as follows:
(1) Preparing the business
plan.
(2) Making proposals
regarding profit distribution or loss replenishment.
(3) Making proposals
regarding capital increase/decrease.
(4) Reviewing and approving
important rules and contracts.
(5) Appointing and dismissing
the president of the Company.
(6) Establishing and
dissolving branch organizations of ASE.
(7) Reviewing and approving
budgets.
(8)
Other functions vested by The Company Act or by the resolution of the
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shareholders’ meeting.
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Article 18
|
:
|
The
Board of Directors shall be comprised of the directors. The chairman shall be elected from among the directors with at
least two thirds in attendance and over half of those attending voting for him/her. A vice chairman may be elected in
the same way. The chairman represents ASE in its external dealings. When the chairperson is on leave or unable to exercise
his/her official functions for whatever the reason, an acting chairperson shall be designated in accordance with Article
208 of the Company Act.
|
Article 19
|
:
|
Unless
otherwise provided by the Company Act, the board meeting shall be convened by the chairperson according to law. The meeting
should be held at the location of ASE or any suitable location convenient for the directors, or by video conference.
|
Article 19-1
|
:
|
Individual
directors and supervisors shall be notified of a board meeting to be called for with proper statement of the causes seven
days in advance. In an emergency, a board meeting may be called at any time.
Notifications
of board meetings may be in writing or via email or fax.
|
Article 20
|
:
|
A
director may present a written proxy statement to entrust another director as proxy to attend the board meeting and exercise
voting rights on his/her behalf, but each director may act as a proxy for only one other director.
|
Chapter V Manager
|
Article 21
|
:
|
ASE
shall have one president, whose appointment, dismissal and remuneration shall be handled in accordance with Article 29
of the Company Act.
|
Chapter VI Accounting
|
Article 22
|
:
|
ASE’s
fiscal year shall run from January 1 to December 31. At the end of each fiscal year, the Board of Directors shall prepare
the various statements and reports as required by the Company Act and submit them to the AGM for ratification according
to law.
|
Article 23
|
:
|
If
the Company has profit for the year, 5.25% or more and 8.25% or less of the income shall be set aside as remunerations
to employees, and 0.75% or less of the income shall be distributed as director remuneration. However, if the Company has
accumulated loss, a portion shall be reserved in advance for making up losses.
Regarding
the aforementioned employee remuneration, the 5.25% portion shall be distributed to all employees in accordance with the
employee remuneration distribution rules, while the portion exceeding 5.25% shall be distributed to individual employees
(having special contributions) in accordance with the rules made by the Board of Directors with the authority granted
hereby.
Where
employee remuneration is distributed in the form of stock or cash, it shall be resolved by a majority vote at a meeting
attended by more than two thirds of the directors and shall be reported at the shareholders' meeting.
Employees
referred to in the three subparagraphs include employees of subsidiary
|
|
|
companies that meet certain conditions, which are to be prescribed by the Board of Directors.
|
Article 23-1
|
:
|
ASE’s
net profits each year after the actual budget shall be distributed in the following order:
(1)
Make up losses.
(2)
Allocation of 10% as statutory surplus reserve.
(3)
Allocation or reversal of a special surplus reserve in accordance with laws or regulations set forth by the authorities
concerned.
(4)
Addition or deduction of the portion of retained earnings that are equity investment gains or losses that have been realized
or measured at fair value through other overall gains or losses.
The
remaining balance shall be added to the previous-year undistributed earnings, and the Board of Directors shall devise
a dividend distribution proposal, which shall be submitted to a meeting of shareholders for resolution.
|
Article 24
|
:
|
ASE
is now at the stage of steady growth. To provide ASE with the funds it needs to expand and satisfy shareholders' desire
for cash inflow, ASE adopts a Residual Dividend Policy. With which, cash dividends shall not fall below 30% of all dividends,
with the remainder distributed in the form of stock dividends. Dividend distribution proposals shall be drafted by the
board and approved by the AGM before they are implemented.
|
Chapter VII Supplementary Provisions
|
Article 25
|
:
|
The
Articles of Incorporation and By-Laws of ASE shall be separately established.
|
Article 26
|
:
|
Any
matters that are not completely provided by the Articles of Incorporation shall be handled in accordance with the Company
Act.
|
Article 27
|
:
|
The
Articles of Incorporation were established by the founders meeting under the agreement of all founders on March 11, 1984,
and the first amendment was made on May 3, 1984.
The first amendment was
made on May 3, 1984.
The second amendment
was made on June 11, 1984.
The third amendment was
made on June 25, 1984.
The fourth amendment
was made on May 28, 1986.
The fifth amendment was
made on July 10, 1986.
The sixth amendment was
made on August 15, 1987.
The seventh amendment
was made on May 28, 1988.
The eighth amendment
was made on July 18, 1988.
The ninth amendment was
made on September 1, 1988.
The tenth amendment was
made on October 30, 1988.
The eleventh amendment
was made on November 24, 1988.
The twelfth amendment
was made on December 5, 1988.
The thirteenth amendment
was made on February 21, 1989.
The fourteenth amendment
was made on December 11, 1989.
|
|
|
The fifteenth amendment
was made on March 31, 1990.
The sixteenth amendment
was made on March 30, 1991.
The seventeenth amendment
was made on April 11, 1992.
The eighteenth amendment
was made on April 28, 1993.
The nineteenth amendment
was made on March 21, 1994.
The twentieth amendment
was made on March 21, 1995.
The twenty-first amendment
was made on April 8, 1996.
The twenty-second amendment
was made on April 12, 1997.
The twenty-third amendment
was made on March 21, 1998.
The twenty-fourth amendment
was made on June 9, 1999.
The twenty-fifth amendment
was made on July 11, 2000.
The twenty-sixth amendment
was made on June 1, 2001.
The twenty-seventh amendment
was made on June 21, 2002.
The twenty-eighth amendment
was made on June 21, 2002.
The
twenty-ninth amendment was made on June 19, 2003.
The
thirtieth amendment was made on June 19, 2003.
The
thirty-first amendment was made on June 15, 2004.
The
thirty-second amendment was made on June 30, 2005.
The
thirty-third amendment was made on June 21, 2006.
The
thirty-fourth amendment was made on June 28, 2007.
The
thirty-fifth amendment was made on June 19, 2008.
The
thirty-sixth amendment was made on June 25, 2009.
The
thirty-seventh amendment was made on June 14, 2010.
The
thirty-eighth amendment was made on June 28, 2011.
The
thirty-ninth amendment was made on June 21, 2012.
The
fortieth amendment was made on June 26, 2013.
The
forty-first amendment was made on June 26, 2014.
The
forty-second amendment was to be made on June 23, 2015.
The
forty-third amendment was made on June 28, 2016.
|
■ Appendix
3
Status
of Holdings of Directors
|
I.
|
In accordance with Article 26 of
the Securities and Exchange Act, all directors of the Company shall hold at least 139,835,759
shares.
|
|
II.
|
As of the ex-dividend date (Jan.
14, 2018) shares retained by directors and supervisors are as follows:
|
Jan.
14, 2018
Title
|
Name
|
Current
Holdings
|
Number
of shares
|
Percentage
of shares
|
Director
|
Richard
H.P. Chang
(Vice
Chairman)
|
236,444,287
|
2.71%
|
Director
|
Rutherford
Chang
|
3,155,294
|
0.04%
|
Director
|
A.S.E.
Enterprises Limited
|
1,368,655,773
|
15.66%
|
Represented by: Jason C.S. Chang
(Chairman)
|
Represented
by: Tien Wu
Represented
by: Joseph Tung
Represented
by: Raymond Lo
Represented
by: Jeffery Chen
Represented
by: TS Chen
|
Independent Directors
|
Sheng-Fu
You
|
0
|
─
|
Ta-Lin
Hsu
|
0
|
─
|
Mei-Yue
Ho
|
0
|
─
|
Note
1: As of the ex-dividend date, a total of 1,608,255,354 shares were retained by all directors, which meets the requirement under
Article 26 of the Securities Exchange Act.
Note
2: The Company has established an Audit Committee; therefore, there is no applicable information on the number of shares retained
by supervisors.
|
Advanced Semiconductor Engineering, Inc.
No.26,
Jing 3rd Road, Nantz Export Processing
Zone, Kaohsiung City 811
Tel:
07-3617131
Fax:
07-3613094
E-mail:ir@aseglobal.com
Http://www.aseglobal.com
|
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