Stock Code：2311

NYSE：ASX

 

 

 

ASE

ADVANCED SEMICONDUCTOR ENGINEERING, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summary Translation

 

 

Meeting Notice

 

 

1.	Please note that we are scheduled to hold the 2009 Shareholders’ General Meeting

 

 

 

1.1.3

Report on total sum of endorsement for guarantee and amount of loans to other parties.

1.1.4

Report on implementation of indirect investment on Mainland China by the Company.

1.1.5

Report on the Company’s buyback of its stock and the implementation thereof.

 

 

1.2.1

Ratification of 2008 final financial statement.

1.2.2

Ratification of proposal for 2008 earnings distribution proposal.

 

 

1.3.1

Discussions of authorization to the board of directors to opt at the most optimal time for capital increase in cash from participation in issuance of GDR, or conduct capital increase in cash at home, or issue domestic convertible bond or ECB overseas.

1.3.2

Discussions of revision of Handling Procedure for Acquisition or Disposal of Assets.

1.3.3

Discussions of revision of Handling Procedure for Loans to Third Parties.

1.3.4

Discussions of revision of Handling Procedure for Endorsements and Guarantees.

1.3.5

Discussions of revision of the Company’s Articles of Incorporation.

 

 

1.5

Other Proposals: Agreement to release the Company’s newly elected Directors from the non-competition restriction.

 

 

2.

For the Company’s 2008 surplus distribution, the Board of Directors has drafted a shareholder cash divided at NT$0.5 per share. Later, if the Company’s ECB holders exercise the right of conversion, or new shares issued to employees against Employee Stock Option warrant, or new shares issued by the Company for a cash capital increase, or buyback of the Company’s stocks, or transfer or cancellation of the Company’s treasury stocks, which affect the cash distribution rate of the shareholders’ bonus, requiring adjustment, the management will request the shareholders’ meeting to authorize the board of directors to handle the situation plenipotentiarily and make the adjustment accordingly.

 

3.	According to Article 209 of the Company Act, when a director take actions as part of the

 

 

 

 

4.	According to Article 165 of the Company Act, stock transfer shall be discontinued from April 27, 2009 to June 25, 2009.

 

5.

Apart from the public announcement, this is the letter of invitation attached with one copy each of the Notice for Attendance of the Shareholders’ General Meeting and proxy. You are cordially requested to save your calendar for this meeting. If you are to attend the meeting in person, please report to the site on the date of meeting by filling out Coupon 2 the Notice for Attendance in Person and Coupon 3 Sign-in Card. If you wish to consign an agent to attend on your behalf, please send back Coupon 6 Proxy and Coupon 3 Sign-in Card in its full form, duly filled out, to the Company’s stock affairs agent, President Securities Corp. with attention to Department of Stock Affairs Agency 5 days prior to the meeting. Once the signature or seal is verified, the Company’s stock affairs agent will send back the Sign-in Card with the registration seal affixed to you your agent for attending the shareholders’ general meeting.

 

6.

If any shareholder wishes to enlist proxies, the Company will produce a general checklist stating therein the information of the solicitor and the soliciting information on May 25, 2009 to be disclosed on the website http://free.sfib.org.tw Any investor who wishes to make an enquiry may key in directly the website and surf to Free Enquiry System for Announced Information Related to Proxy. All visitors need is to click on the right-hand side the Entry for Enquiry About the Announced Information on Proxy for Meeting and input the enquiry condition.

 

7.	Proxy information verification institution: Department of Stock Affairs Agency, President Securities Corp.

 

8.	This is for your information and please act accordingly.

 

 

 

 

 

 

 

 

 

 

 

※	The Souvenir for shareholders this year will be: Glass food-saver bowls. In case the quantity is not sufficient and adequate, an alternative of equal value will be distributed.

※	You may pick up the souvenir from June 8-25, 2009 at President Securities Corp., of 8, Tunghsing St., Sungshan District, Taipei City 105 or from June 8-24 at 26, Ching 3rd Road, NEPZ, Kaohsiung City from 8:30 a.m. to 4:30 p.m. except Sundays and holidays.

※	If you plan to attend the meeting in person on June 25, 2009, you may pick up the souvenir at the meeting site. There shall be no distribution of the souvenir after the meeting is over.

※	You may enquire about the souvenir-related information at the exclusive souvenir area on the website of President Securities Corp. at http://www.pscnet.com.tw.

※	If you wish the solicitor consigned to attend the Shareholders’ Meeting on your behalf to collect the souvenir, contact the solicitor’s office between June 8 and June 19, 2009 (for shareholders with 1,000 shares or more only).

 

※	Please fill out the bank information completely. If a remittance cannot be made, a check will be mailed.

※	If you do not know how to write the remittance account number, please attach a copy of your account book’s information page to make sure the information is entered correctly.

※	If you do not wish to receive the Company’s case dividend by bank remittance, a check can be mailed to you.

※	Please return this by mail to the Department of Stock Affairs Agency, President Securities Corp. before June 25, 2009.

1.	The proxy is provided in two different forms and shareholder may opt to choose one for use. However, if two forms are used simultaneously, it shall be deemed as carte blanche.

 

2.

Before solicitation for proxy is made by other party, shareholders are advised to ask the solicitor to provide the information on the written and advertising contents or consult with the Company-compiled general information of the solicitor’s written and advertising contents in order to fully understand the background information of the solicitor and the candidate to be elected as well as the opinion toward the agenda by the solicitor.

 

3.	If the trustee agent is not a shareholder, he/she should fill out his/her ID number or the uniform serial number in the Shareholder A/C Column.

 

4.	If the solicitor is a trust business or service agency institution, please fill out the uniform serial number in the Shareholder A/C Column.

 

5.	All other matters related to the agenda shall be conducted by the instructions herein provided.

 

6.

Once the proxy has been delivered to the Company and the shareholder wishes to personally attend the meeting, the concerned shareholder should notify the Company in writing at least one day 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.

 

7.	See Coupon 6 for the format of the proxy.

1.

____________ (the trustor must fill out in person and it can not be replaced by affixation of seal) is hereby consigned as the agent for the undersigned shareholder, to attend the 2009 Shareholders’ General Meeting to be held on June 25, 2009, representing the undersigned shareholder to exercise the rights of shareholders with regard to the matters in the agenda and may at his/her discretion handle the extempore motions in the meeting.

 

2.	Please mail the attendance pass or presence sign-in card to the agent. If the meeting date is changed for whatever the reason, this Proxy remains in force (limited to this meeting only).

 

 

 

1.

____________ (the trustor must fill out in person and it can not be replaced by affixation of seal) is hereby consigned as the agent for the undersigned shareholder, to attend the 2009 Shareholders’ General Meeting to be held on June 25, 2009, representing the undersigned shareholder to exercise the rights and opinion of shareholders with regard to the matters in the agenda and may at his/her discretion handle the extempore motions in the meeting.

 

1.1

Ratification of 2008 final financial statement.

 

1.2

Ratification of 2008 earnings distribution proposal.

 

1.3

Discussions of authorization to the board of directors to opt at the most optimal time for capital increase in cash from participation in issuance of GDR, or conduct capital increase in cash at home, or issue domestic convertible bond or ECB overseas.

 

1.4

Discussions of the revision case for the Handling Procedure for Acquisition or Disposal of Assets.

 

1.5

Discussions of revision of Handling Procedure for Loans to Third Parties

 

1.6

Discussions of revision of Handling Procedure for Endorsements and Guarantees

 

1.7

Discussions of revision of the Company’s Articles of Incorporation

 

1.8

Re-election of Directors and Supervisors

 

1.9

Agreement to release the Company’s newly elected Directors from the non-competition restriction

 

1.10	Extempore Motions.

 

2.	If this shareholder has not ticked any of the above motions, it shall mean ratification or endorsement of each and every motion.

 

3.	The agent of this shareholder may have the right at his/her discretion to handle any extempore motions in the meeting.

 

4.	Please mail the attendance pass or presence sign-in card to the agent. If the meeting date is changed for whatever the reason, this Proxy remains in force (limited to this meeting only).

 

 

 

 

 

 

 

 

 

 

 

 

■Attachment IV

 

 

Advanced Semiconductor Engineering, Inc.

 

Table of Comparison of Revised Procedure for the Company’s Acquisition or Disposal of Assets

 

Original Provisions	Provisions after Revision
Article 4: Investment Scope and Amount   The amount limits for investment purchases of real estate not for operations use and marketable securities by the Company and its subsidiaries, excluding acquisition of assets for operations use, are as follows:   1.        The total amount of real estate not for operations use shall not exceed 15% of the net value on all companys’ most recent financial reports.	Article 4: Investment Scope and Amount   The amount limits for investment purchases of real estate not for operations use and marketable securities by the Company and its subsidiaries, excluding acquisition of assets for operations use, are as follows:   1.        The total amount of real estate not for operations use shall not exceed 15% of the net value on all companys’ most recent financial reports.
2.        The total amount of marketable securities investments shall not exceed 150% of the net value on all companys’ most recent financial reports.	2.        The total amount of marketable securities investments shall not exceed 150% of the net value on all companys’ most recent financial reports.
3.        The amount of each marketable securities investment shall not exceed 50% of the net value on all companys’ most recent financial reports.	3.        The amount of each marketable securities investment shall not exceed 50% of the net value on all companys’ most recent financial reports.   Rule 2 and Rule 3 shall not apply when the Company and its subsidiaries are implementing restructuring of the group’s organizational structure.

 

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■Attachment V

 

 

Advanced Semiconductor Engineering, Inc.

 

Table of Comparison of Revised Procedure for the the Company’s Handling Procedure for Loans to Third Parties

 

 

 

 

 

 

Original Provisions

Provisions after Revision

Article 1 Subject This handling procedure is established in order to protect the interests of the shareholders and to meet operational requirements and in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies issued by the Securities & Futures Information Center. Any matters that are not completely provided by the this handling procedure shall be handled according to the related laws and regulations.     Article 2: Loan recipients The recipients of loans made by the Company (hereafter referred to as “borrowers” shall be limited to the following. No loans may be made to shareholders or any other persons other than those listed below. 1.         Companies and businesses that have business dealings with the Company. 2.         Companies or businesses with short-term funding needs. For the purposes of this article, “short-term” means a maximum of one year or one business period.   Article 4 Maximum amount of loans Loans may only be made out of the Company’s own capital and working capital, and may only be made

Article 1 Subject This handling procedure is established in order to protect the interests of the shareholders and to meet operational requirements and in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies issued by the Financial Supervisory Commission, Executive Yuan (hereafter abbreviated as the FSC). Any matters that are not completely provided by the this handling procedure shall be handled according to the related laws and regulations.   Article 2: Loan recipients The recipients of loans made by the Company (hereafter referred to as “borrowers” shall be limited to the following. No loans may be made to shareholders or any other persons other than those listed below. 1.     Companies and businesses that have business dealings with the Company. 2.     Companies or businesses with short-term funding needs. For the purposes of this article, “short-term” means a maximum of one year or one business period. 3.     Rule 2 shall not apply for loans made between the Company and foreign companies in which it has direct or indirect holdings of 100%.   Article 4 Maximum amount of loans Loans may only be made out of the Company’s own capital and working capital, and may only be made if

 

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Original Provisions	Provisions after Revision
if they are not prejudicial to the Company’s operational needs. The maximum size of loans shall be as follows: 1.         Cumulative total of all loans: The cumulative value of all loans made may not exceed 50% of the Company’s net worth in the most recent period. Loans made to companies or other businesses to meet short-term funding needed may not exceed 40% of the Company’s net worth. 2.         Maximum size of loans made to an individual company or business: (1)       Loans made because of business dealings with the company or business concerned: Such loans may not exceed 20% of the Company’s net worth in the most recent period. Furthermore, because of risk management considerations, the loan size should not exceed the combined value of the transactions between the Company and the company or business in question over the past year.   (2)         Loans made to meet short-term funding needs may not exceed 20% of the Company’s net worth in the most recent period.	they are not prejudicial to the Company’s operational needs. The maximum size of loans shall be as follows: 1.         Cumulative total of all loans: The cumulative value of all loans made may not exceed 50% of the Company’s net worth in the most recent period. Loans made to companies or other businesses to meet short-term funding needed may not exceed 40% of the Company’s net worth. 2.         Maximum size of loans made to an individual company or business: (1)       Loans made because of business dealings with the company or business concerned: Such loans may not exceed 20% of the Company’s net worth in the most recent period. Furthermore, because of risk management considerations, the loan size should not exceed the combined value of the transactions between the Company and the company or business in question over the past year. (2)       Loans made to meet short-term funding needs may not exceed 20% of the Company’s net worth in the most recent period. Rule 1 and Rule 2 shall not apply to loans amounts for loans made between the Company and foreign companies in which it has direct or indirect holdings of 100%.
Article 5 Loan repayment period and calculation of interest 1.         In principle, the repayment period for each cash loan shall be one year. In special circumstances, and with the approval of the board of directors, the repayment period may	Article 5 Loan repayment period and calculation of interest 1.         In principle, the repayment period for each cash loan shall be one year. In special circumstances, and with the approval of the board of directors, the repayment period may be extended; only

 

 

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Original Provisions	Provisions after Revision
be extended; only one such extension shall be permitted, and the period of extension shall not exceed six months.	one such extension shall be permitted, and the period of extension shall not exceed six months. 2.         A floating interest rate shall apply to cash loans, to be adjusted in accordance with the Company’s funding costs. The Finance Office will submit all proposals for interest rate adjustment to the President for approval; interest shall be paid calculated on a monthly basis. 3.         Rule 1 shall not apply to loan periods for loans made between the Company and foreign companies in which it has direct or indirect holdings of 100%.
Article 8 Alterations to loans If there are changes in the objective environment after a capital loan is made that cause the loan amount to exceed the limit, an improvement plan should be drafted and submitted to the supervisors.	Article 8 Alterations to loans If there are changes in the objective environment after a capital loan is made that cause the recipient to not meet the stipulations of these handling procedures or the loan amount to exceed the limit, an improvement plan should be drafted and submitted to the supervisors, and improvements should be completed according to the plan’s schedule
Article 10 Loan disclosure 1.        When the balance of capital loans with third parties made by the Company and its subsidiaries reaches 20% or more of the net value on the Company’s most recent financial report. 2.        Where any of the following apply to the loans made by the Company, the Company shall make a public announcement of this fact within two days of the situation developing: (1)   When the balance of capital loans with third parties reaches 20% or more of the net value on the Company’s most recent financial report or every time the balance increases by 2% of the net value on the	Article 10 Loan disclosure 1.         When the balance of capital loans with third parties made by the Company and its subsidiaries reaches 20% or more of the net value on the Company’s most recent financial report. 2.         Where any of the following apply to the loans made by the Company, the Company shall make a public announcement of this fact within two days of the situation developing:     (1)   When the balance of capital loans with third parties made by the Company and its subsidiaries reaches 20% or more of the net value on the Company’s most recent financial report.

 

 

 

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Original Provisions	Provisions after Revision
Company’s most recent financial report after making a public announcement according to this rule.
(2)   When the balance of a capital loan to a single enterprise reaches 10% or more of the net value on the Company’s most recent financial report or every time the balance increases by 2% of the net value on the Company’s most recent financial report after making a public announcement according to this rule.	(2)   When the balance of a capital loan to a single enterprise made by the Company and its subsidiaries reaches 10% or more of the net value on the Company’s most recent financial report.
(3)   When the loan balance of a capital loan made to an enterprise due to a business relationship exceeds the total amount of transactions made with said business dealings during the most recent year or every time the balance increases by 2% of the net value on the Company’s most recent financial report after making a public announcement according to this rule.	(3)   When the amount of new capital loans made by the Company or its subsidiaries reaches NT$10 million or more and also reaches 2% or more of the net value on the Company’s most recent financial report.
3.        When a subsidiary of the Company is not a domestic public company, and matters for which public announcement is required according to any of the above items occur for said subsidiary, the Company should do announce for them. The ratio of the subsidiary company’s capital loan balance to net value is calculated by the ratio of the subsidiary company’s capital loan balance to the Company’s net value.	3.        When a subsidiary of the Company is not a domestic public company, and matters for which public announcement is required according to Item 2.3 occur for said subsidiary, the Company should announce it for them.
4.         The Company shall evaluate its loan status in accordance with generally accepted accounting principles and shall allocated an appropriate bad debt reserve. The Company should disclose all relevant information in its financial statements, and should provide the Company’s	4.        The Company shall evaluate its loan status in accordance with generally accepted accounting principles and shall allocated an appropriate bad debt reserve. The Company should disclose all relevant information in its financial statements, and should provide the Company’s Auditor with

 

 

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Original Provisions	Provisions after Revision
Auditor with relevant information so that all relevant auditing procedures can be properly implemented.	relevant information so that all relevant auditing procedures can be properly implemented.
Article 12 Procedures for the control of loans made by the Company’s subsidiaries to third parties 1. If a subsidiary of the Company plans to make a capital loan to a third party, the subsidiary should still draft a handling procedure for loans to third parties according to the stipulations of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies issued by the Securities and Futures Institute.	Article 12 Procedures for the control of loans made by the Company’s subsidiaries to third parties 1.         If a subsidiary of the Company plans to make a capital loan to a third party, the Company should order the subsidiary to draft a handling procedure for loans to third parties according to the stipulations of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies issued by the FSC, and it should be handled according to the drafted handling procedure.
2.         The total loans made by a subsidiary may not exceed 40% of the subsidiary’s net value as given on its most recent financial statements; loans to any individual company or business may not exceed 20% of the subsidiary’s net value.	2.         The total loans made by a subsidiary may not exceed 40% of the subsidiary’s net value as given on its most recent financial statements; loans to any individual company or business may not exceed 20% of the subsidiary’s net value.
3.         Each subsidiary must, by the 10th day of each month, compiled a list giving details of all loans made to third parties in the previous month, and must submit the list to the Company.	3.         Each subsidiary must, by the 10th day of each month, compiled a list giving details of all loans made to third parties in the previous month, and must submit the list to the Company.
4.         Each subsidiary’s internal auditing personnel should, at least once every quarter, conduct an audit of the procedures for and implementation status of the subsidiary’s granting of loans to third parties, and keep a written record of this audit. If any major violations are discovered, the internal auditing personnel should immediately notify the subsidiary’s supervisors in writing, and should also notify the Company’s internal auditing personnel in writing.	4.         Each subsidiary’s internal auditing personnel should, at least once every quarter, conduct an audit of the procedures for and implementation status of the subsidiary’s granting of loans to third parties, and keep a written record of this audit. If any major violations are discovered, the internal auditing personnel should immediately notify the subsidiary’s supervisors in writing, and should also notify the Company’s internal auditing personnel in writing.

 

 

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Original Provisions

Provisions after Revision

5.         When visiting the Company’s subsidiaries to conduct auditing in accordance with the annual auditing plan, the Company’s internal auditing personnel should also examine the procedures used by each subsidiary for the granting of loans to third parties, and the loan implementation status. If any problems are discovered, these should be followed up and remedial action taken, and a follow-up report should be submitted to the President.

5.         When visiting the Company’s subsidiaries to conduct auditing in accordance with the annual auditing plan, the Company’s internal auditing personnel should also examine the procedures used by each subsidiary for the granting of loans to third parties, and the loan implementation status. If any problems are discovered, these should be followed up and remedial action taken, and a follow-up report should be submitted to the President. 6.         Rule 2 shall not apply to loan amounts for loans made between the Company and foreign companies in which it has direct or indirect holdings of 100%.

 

 

 

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■Attachment VI

 

 

Advanced Semiconductor Engineering, Inc.

 

Table of Comparison of Revised Procedure for the Company’s Handling Procedure for Endorsements and Guarantees

 

 

Original Provisions	Provisions after Revision
Article 1  Subjet This handling procedure is established in order to protect the interests of the shareholders and to meet operational requirements and in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies issued by the Securities & Futures Information Center. Any matters that are not completely provided by the this handling procedure shall be handled according to the related laws and regulations.	Article 1  Subjet This handling procedure is established in order to protect the interests of the shareholders and to meet operational requirements and in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies issued by the Financial Supervisory Commission, Executive Yuan (hereafter abbreviated as the FSC). Any matters that are not completely provided by the this handling procedure shall be handled according to the related laws and regulations.
Article 3  The targets of endorsements and guarantees   1.     The Company may only provide endorsements for the following: (1)       Firms with which the Company has business dealings. (2)      Firms in which the Company controls over 50% of the voting rights (either directly or indirectly). (3)       A firm that controls over 50% of the voting rights in the Company (either directly or indirectly).	Article 3  The targets of endorsements and guarantees   1.     The Company may only provide endorsements for the following: (1)      Firms with which the Company has business dealings. (2)     Firms in which the Company controls over 50% of the voting rights (either directly or indirectly). (3)      A firm that controls over 50% of the voting rights in the Company (either directly or indirectly).
2.    The above rules do not apply to endorsements made to companies in which contributing shareholders have a joint investment relationship according to their shareholding percentages, and it shall receive the endorsement.	2.     Companies in which the Company has direct or indirect holdings of 100% shall receive the endorsement.
	3. 3.     Rule 2 does not apply to endorsements made to companies in which all contributing shareholders have a joint investment relationship according to their shareholding percentages, and it shall receive the endorsement.
	4.     The aforementioned contributions refer to the Company’s direct contributions or contributions made through companies in which the Company has direct or indirect holdings of 100%.

 

 

 

 

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Original Provisions	Provisions after Revision
Article 7  Exceeding the limits set for endorsements and guarantees, and alteration of endorsements and guarantees 1.        Where operational requirements make it necessary for the Company to exceed the limits specified in Article 4 above when providing endorsements or guarantees, this must be approved by the board of directors, and at least 50% of the members of the board of directors must sign a joint guarantee to make good any loss that the Company may suffer as a result; furthermore, the Operational Procedures for Endorsements and Guarantees must be revised and submitted to the Shareholders Meeting for retroactive approval. If the Shareholders Meeting does not agree to the revision, then plans must be drawn up to eliminate the excess amount within a specified time limit. If the Company has appointed Independent Directors, then full consideration should be given to the views of these Independent Directors when the matter is being discussed by the Board of Directors; whether the Independent Directors agree or disagree (and the reasons for their disagreement in the latter case) should be recorded in the minutes of the board meeting.	Article 7  Exceeding the limits set for endorsements and guarantees, and alteration of endorsements and guarantees 1.        Where operational requirements make it necessary for the Company to exceed the limits specified in Article 4 above when providing endorsements or guarantees, this must be approved by the board of directors, and at least 50% of the members of the board of directors must sign a joint guarantee to make good any loss that the Company may suffer as a result; furthermore, the Operational Procedures for Endorsements and Guarantees must be revised and submitted to the Shareholders Meeting for retroactive approval. If the Shareholders Meeting does not agree to the revision, then plans must be drawn up to eliminate the excess amount within a specified time limit. If the Company has appointed Independent Directors, then full consideration should be given to the views of these Independent Directors when the matter is being discussed by the Board of Directors; whether the Independent Directors agree or disagree (and the reasons for their disagreement in the latter case) should be recorded in the minutes of the board meeting.
2.        When recipients of the Company’s endorsements originally meet the stipulations of Article 3 and then fail to meet them later,  or when the  endorsement amount exceeds the amount set in Article 4 because of a basic change in the calculated limit, this recipient’s endorsement amount or the excessive portion should be fully canceled when the contract term expires or within a certain period of time in a separately agreed upon plan, and the related improvement plan should be submitted to the supervisors.	2.        When recipients of the Company’s endorsements originally meet the stipulations of Article 3 and then fail to meet them later,  or when the  endorsement amount exceeds the amount set in Article 4 because of a basic change in the calculated limit, an improvement plan should be set for this recipient’s endorsement amount or the excessive portion, the related improvement plan should be submitted to the supervisors, and improvements should be completed ccording to the plan’s schedule.
Article 9:  Disclosure of endorsements and guarantees 1.    The Company shall, by the 10th day of each month, make a public announcement of the total amount of endorsements and guarantees provided by the Company and its subsidiaries in the previous month	Article 9:  Disclosure of endorsements and guarantees 1.     The Company shall, by the 10th day of each month, make a public announcement of the total amount of endorsements and guarantees provided by the Company and its subsidiaries in the previous month

 

 

 

 

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Original Provisions	Provisions after Revision
2.        Where any of the following apply to the endorsements and guarantees provided by the Company, the Company shall make a public announcement of this fact within two days of the situation developing:	2.        Where any of the following apply to the endorsements and guarantees provided by the Company, the Company shall make a public announcement of this fact within two days of the situation developing:
(1)       When the balance of endorsements reaches 50% or more of the net value on the Company’s most recent financial report or every time the balance increases by 5% of the net value on the Company’s most recent financial report after making a public announcement according to this rule.	(1)       When the balance of endorsements made by the Company and its subsidiaries reaches 50% or more of the net value on the Company’s most recent financial report.
(2)       When the balance of endorsements made to a single enterprise reaches 20% or more of the net value on the Company’s most recent financial report or every time the balance increases by 5% of the net value on the Company’s most recent financial report after making a public announcement according to this rule.	(2)       When the balance of endorsements made by the Company and its subsidiaries to a single enterprise reaches 20% or more of the net value on the Company’s most recent financial report.
(3)       When the balance of endorsements made to a single enterprise reaches NT$10 million or more, and the total of the endorsements, long-term investments, and capital loans reaches 30% or more of the net value on the Company’s most recent financial report or every time the balance increases by 5% of the net value on the Company’s most recent financial report after making a public announcement according to this rule.	(3)       When the balance of endorsements made by the Company and its subsidiaries to a single enterprise reaches NT$10 million or more, and the total of the endorsements, long-term investments, and capital loans reaches 30% or more of the net value on the Company’s most recent financial report
(4)      When the balance of endorsements made to an enterprise due to a business relationship exceeds the total amount of transactions made with said business dealings during the most recent year or every time the balance increases by 5% of the net value on the Company’s most recent financial report after making a public announcement according to this rule.	(4)       When the amount of endorsements made by the Company or its subsidiaries reaches NT$30 million or more and also reaches 5% or more of the net value on the Company’s most recent financial report.
3.        When a subsidiary of the Company is not a domestic public company, and matters for which public announcement is required according to any of the above items occur for said subsidiary, the Company should do announce for them. The ratio	3.        When a subsidiary of the Company is not a domestic public company, and matters for which public announcement is required according to Item 2.4 occur for said subsidiary, the Company should announce it for them.

 

 

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Original Provisions	Provisions after Revision
of the subsidiary company’s endorsement balance to net value is calculated by the ratio of the subsidiary company’s endorsement balance to the Company’s net value.
4.        The Company shall undertake a quarterly appraisal and writing down of all contingent loss deriving from endorsements and guarantees, in accordance with the provisions of the Financial Reporting Standards Gazette No. 9, and shall appropriate disclosure of such contingent loss in its financial statements; the Company shall also provide its Auditor with relevant information to carry out all necessary auditing procedures.	4.         The Company shall undertake a quarterly appraisal and writing down of all contingent loss deriving from endorsements and guarantees, in accordance with the provisions of the Financial Reporting Standards Gazette No. 9, and shall appropriate disclosure of such contingent loss in its financial statements; the Company shall also provide its Auditor with relevant information to carry out all necessary auditing procedures.
Article 11   Procedure for the Control of Handling of Endorsements by Subsidiaries 1.     If a subsidiary of the Company plans to endorse a third party or provide an endorsement, the subsidiary should still draft a handling procedure for endorsements and guarantees according to the stipulations of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies issued by the Securities & Futures Information Center.	Article 11   Procedure for the Control of Handling of Endorsements by Subsidiaries 1.     If a subsidiary of the Company plans to endorse a third party or provide an endorsement, the Company should order the subsidiary to draft a handling procedure for endorsements and guarantees according to the stipulations of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies issued by the FSC, and it should be handled according to the drafted handling procedure.
2.    The total amount of endorsements and guarantees provided by a subsidiary may not exceed 100% of the subsidiary’s net worth as given in its most recent financial statements; endorsements and guarantees provided to any individual firm may not exceed 70% of the subsidiary’s net worth.	2.    The total amount of endorsements and guarantees provided by a subsidiary may not exceed 100% of the subsidiary’s net worth as given in its most recent financial statements; endorsements and guarantees provided to any individual firm may not exceed 70% of the subsidiary’s net worth.
3.    Each subsidiary shall, by the 10th day of each month, compile a list of all endorsements and guarantees provided in the previous month, and shall submit the list to the Company.	3.    Each subsidiary shall, by the 10th day of each month, compile a list of all endorsements and guarantees provided in the previous month, and shall submit the list to the Company.
4.    Each subsidiary’s internal auditing personnel should, at least once every quarter, conduct an audit of the procedures for and implementation status of the subsidiary’s granting of endorsements and guarantees, and keep a written record of this audit. If any major violations are discovered, the internal auditing personnel should immediately notify the subsidiary’s supervisors in	4.     Each subsidiary’s internal auditing personnel should, at least once every quarter, conduct an audit of the procedures for and implementation status of the subsidiary’s granting of endorsements and guarantees, and keep a written record of this audit. If any major violations are discovered, the internal auditing personnel should immediately notify the subsidiary’s

 

 

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Original Provisions	Provisions after Revision
writing, and should also notify the Company’s internal auditing personnel in writing.	supervisors in writing, and should also notify the Company’s internal auditing personnel in writing.
5.    When visiting the Company’s subsidiaries to conduct auditing in accordance with the annual auditing plan, the Company’s internal auditing personnel should also examine the procedures used by each subsidiary for the granting of endorsements and guarantees, and the implementation status. If any problems are discovered, these should be followed up and remedial action taken, and a follow-up report should be submitted to the President.	5.    When visiting the Company’s subsidiaries to conduct auditing in accordance with the annual auditing plan, the Company’s internal auditing personnel should also examine the procedures used by each subsidiary for the granting of endorsements and guarantees, and the implementation status. If any problems are discovered, these should be followed up and remedial action taken, and a follow-up report should be submitted to the President.

 

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■Attachment VII

 

Advanced Semiconductor Engineering, Inc.

 

Table of Comparison of the Revised Articles of Incorporation

 

Original Provisions	Provisions after Revision
Article 24 The Company is currently in the business growth stage. To meet the capital needs for business development now and in the future and satisfy the requirements of shareholders for cash inflow, the Company’s dividend policy shall use residual dividend policy to distribute dividends, of which the cash dividend distribution rate is 0%–50% of the total dividend amount, with the remainder to be distributed as stock dividends. However, depending on factors such as the economic situation, business development, and cash position holdings, the Company shall adjust the cash dividend and stock dividend distribution rate when necessary with a surplus distribution plan made by the Board of Directors and passed by resolution of the Shareholders’ Meeting.	Article 24 The Company is currently in the business stability stage. To meet the capital needs for business development now and in the future and satisfy the requirements of shareholders for cash inflow, the Company’s dividend policy shall use residual dividend policy to distribute dividends, of which the cash dividend distribution rate is not lower than 30% of the total dividend amount, with the remainder to be distributed as stock dividends. A surplus distribution plan is also to be made by the Board of Directors and passed by resolution of the Shareholders’ Meeting.
Article 27 These Articles of Incorporation have been approved by the Promoters’ Meeting, and came into effect on March 11, 1984.   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.	Article 27 These Articles of Incorporation have been approved by the Promoters’ Meeting, and came into effect on March 11, 1984.   The first amendment was made on May 3, 1984. The thirty-fourth amendment was made on June 28, 2007. 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.

 

 

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■Appendix I

 

 

Advanced Semiconductor Engineering, Inc.

 

Rules of Procedure for the Shareholders’ Meeting

1.	The Shareholders’ Meeting of the Company shall be conducted in accordance with the Rules specified herein.
2.	Attending shareholders (or their proxies) shall wear attendance badges, and shall submit sign-in cards in lieu of signing in. The number of voting right shall be calculated according to the sign-in cards submitted.
3.	Unless as stipulated in Article 179 of The Company Act whereas there are shares that have no voting right for shareholders of the Company, there is one vote for each share. When a shareholder is unable to attend the shareholders’ meeting for whatever the reason, the shareholder may present a proxy statement printed by the Company that states the scope of authorization to entrust a proxy to attend the shareholders’ meeting. With the exception of trust enterprises or stock affair agencies approved by competent securities authorities concerned, 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.
4.	The venue for the shareholders’ meeting shall be where the Company is located or a place convenient for shareholders to attend and suitable for convening the shareholders’ meeting. The beginning time for the meeting may not be earlier than 9 a.m. or later than 3 p.m.
5.	Unless otherwise provided by The Company Act, the shareholders’ meeting shall be convened by the board of directors and presided by the chairperson. If the chairperson is on leave or unable to exercise the official function for whatever the reason, Article 208 Paragraph 3 of The Company Act shall govern. If the shareholders’ meeting is convened by someone entitled to convene such a meeting who is not a member of the board of directors, the meeting shall be presided by the convening person. Where there are two or more persons entitled to convene the shareholders’ meeting, they shall nominate among them one person to preside the meeting.

 

 

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6.	The Company may appoint the retained lawyers, certified public accountants or relevant personnel to attend the shareholders’ meeting. The staff handling administrative affairs of the shareholders’ meeting shall wear identification badges or arm-bands.
7.	The Company 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.
8.	When the time comes for the shareholders’ meeting to begin, the chairperson shall immediately call the meeting in session. However, if the shareholders present represent less than half of the total issued shares, the chairperson may postpone the commencement of the meeting. The meeting may be postponed up to twice, and the total duration of postponement may not exceed one hour. If after two postponements the number of shareholders present is still insufficient while the shareholders present do represent 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 have represented 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.
9.	Where the shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in accordance with the agenda, which may not be altered unless by the resolution of the shareholders’ meeting.   If the shareholders’ meeting is convened by someone entitled to convene such a meeting 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 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.	When the shareholders’ meeting is in session, the chairperson may in his/her discretion allocate and announce time for breaks.
11.	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. The shareholder present at the meeting that merely submits a statement slip without speaking is considered not having 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, the other shareholders may not speak to interrupt when a shareholder is speaking; otherwise the chairperson shall stop the interruption.
12.	Unless permitted by the chairperson, no shareholder may speak for more than twice regarding the same proposal, and shall not last for more than five minutes each time.   If a shareholder violates rules under the preceding paragraph or goes beyond the scope of topics for discussion in speaking, the chairperson may stop him/her from speaking.
13.	When an institutional person attends the shareholders’ meeting as a proxy, the institutional person may assign only one representative to attend the meeting. When an institutional shareholder assigns two or more representatives to attend the shareholders’ meeting, only one of them may speak for any single proposal.
14.	After a shareholder present at the meeting speaks, the chairperson may reply in person or assign concerned personnel to reply.
15.	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.
16.	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.	Unless otherwise provided by The Company Act or the Company’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 does voting by ballot.
18.	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 the proposals has been approved, the other shall be treated as rejected and not be voted on separately.
19.	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.”
20.	All matters not provided by these Rules herein shall be handled in accordance with The Company Act, relevant laws and regulations, as well as the Company’s Articles of Incorporation.
21.	These Rules shall come into force given the approval of the shareholders’ meeting, and so shall be the amendment.

 

 

 

 

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■Appendix II

 

 

Advanced Semiconductor Engineering, Inc.

 

Guidelines for the Election of Directors and Supervisors

Article 1	:	Elections of the Company’s Directors and Supervisors, except where otherwise stipulated in the Company Act, the Securities Exchange Law, and the Company’s Articles of Incorporation, shall be handled according to these guidelines.
Article 2	:	At the time of election of the Company’s Directors and Supervisors, every share has the same voting rights as the number of people who should elect Directors and Supervisors, and ballots equal to the number of people who should elect Directors and Supervisors will be prepared by the Board of Directors and distributed to the shareholders.
Article 3	:	Those that receive more ballots that represent voting rights shall be elected, respectively, as the Company’s independent Directors, non-independent Directors, or Supervisors, according the quota set in the Company’s Articles of Incorporation. If two or more people receive the same number of voting rights and the set quota has been exceeded, the situation will be resolved by drawing lots. Those that are not present will be represented by the chairperson in drawing lots. If one natural person is simultaneously elected as a Director and a Supervisor, that person should decide for themselves if they should serve as a Director or a Supervisor. If a government or corporate shareholder or their designated representative is simultaneously elected as a Director and a Supervisor, the same applies. If after investigation of the personal information of an elected Director or Supervisor they are found to not meet the qualifications of serving as a Director or Supervisor or if their election is made invalid by the relevant laws and regulations, any open slot will be filled by the elected with the most ballots from the original election and announced at the current Shareholder’s Meeting.
Article 4	:	When the election begins, all related tasks are to be executed by the ballot examiner and ballot counting personnel designated by the Chairman.
Article 5	:	If a candidate is a shareholder, the voter must clearly indicate the candidate’s account name and shareholder account number in the “candidate” field on the ballot. If the candidate is not a shareholder, they should clearly indicate the candidate’s name and ID number. When a candidate is a government agency or corporate shareholder, the name of the government agency or corporation should be clearly indicated in the candidate field on the ballot, and the name of the government agency’s or corporation’s representative must also be clearly indicated. When there is more than one representative, their names should be separately indicated.

 

 

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Article 6	:	Ballots will be seen as invalid in the following circumstances: 1. Ballots that do not follow the stipulations of these Guidelines. 2. Ballots that are not inserted in the ballot box or blank ballots that have not been filled out. 3. Illegible ballots with unclear markings. 4. If the candidate is a shareholder and their account name and shareholder account name do not match the Register of Shareholders; if the candidate is not a shareholder, and their name and ID number do not match after checking. 5. Ballots with additional writing in addition to indicating the candidates’s account name (or name) or shareholder account number (or ID number) and the voting rights amount. 6. Ballots in which the candidate’s account name (or name) or shareholder account number (or ID number) are not filled out. 7. A ballot on which two or more candidates are indicated.
Article 7	:	After all of the ballots have been put into the ballot box, the ballot box is to be opened by the ballot examiner.
Article 8	:	If there is any confusion about a ballot, the ballot examiner will check to see if it is voided. Voided ballots will be stored separately, and after the ballots are counted and the number of votes and voting rights amounts are tallied, the ballot examiner will mark the voided ballots and affix an official seal.
Article 9	:	When counting and announcing the ballots, the ballot counting personnel are supervised by the ballot examiner, and the results are announced onsite by the Chairman.
Article 10	:	The Company will give certificates of election to the elected Directors and Supervisors.
Article 11	:	These Guidelines shall come into force given the approval of the shareholders’ meeting, and so shall be the amendment.

 

 

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■Appendix III

 

Advanced Semiconductor Engineering, Inc.

 

Articles of Incorporation

 

(before revision)

Chapter I　 General Rules
Article 1	:	The Company is organized in accordance with the rules of The Company Act that governs companies limited by shares, and is named Advanced Semiconductor Engineering, Inc. in English.
Article 2	:	The businesses operated by the Company: 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. I601010 Leasing business 10. Engagement in businesses that are not banned or restricted by law with the exception of businesses requiring permit.
Article 3	:	Where the Company 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.
Article 4	:	The Company may provide external guarantees.
Article 5	:	The Company’s principal offices are located in the Nantz Processing Export Zone, Kaohsiung City, R.O.C. If necessary, branches, representative offices or operating offices may be established at other domestic/foreign locations given the resolution of the Board of Directors.

 

 

 

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Chapter II  Shares
Article 6	:	The total capital of the Company is NT$80,000,000,000 divided into 8,000,000,000 shares of NT$10 par value, within which NT$8,000,000,000 is reserved for issuance of employee stock option receipts. The board of directors is authorized to issue the unissued shares in batches according to business needs.
Article 7	:	Share certificates of the Company 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.
Article 8	:	Title transfer of stocks shall all be suspended from within sixty days before the shareholders’ general meeting is held, within thirty days before the shareholders’ provisional meeting is held, or within five days before the basis date for distribution of stock dividends and bonuses or other benefits determined by the Company.
Article 9	:	The Company’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	:	The Company’ shareholders’ meeting are divided into shareholders’ general meeting and shareholders’ provisional meeting. The general meeting is held once per year by the board of directors within six months after the end of each fiscal year according to law. The provisional meeting is convened when necessary according to law.
Article 11	:	To convene the shareholders’ general meeting and the shareholders’ provisional meeting, the Company 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.
Article 12	:	Unless otherwise provided by The Company Act, a resolution of the shareholders’ meeting shall be adopted by the consent of more than one half of the votes represented by the shareholders present in a meeting attended by shareholders representing more than one half of the total issued shares.
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.
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 the Company, stating therein the scope of authorization to entrust a proxy to appear on his/her behalf. The above proxy statement shall be delivered to the Company five days in advance before the shareholders’ meeting is held.

 

 

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Article 15

Unless otherwise provided by The Company Act, the shareholders’ meeting shall be convened by the board of directors and presided by the chairperson of the board. If the chairperson is on leave or unable to perform his/her duties for whatever the reason, Article 208 Paragraph 3 of The Company Act shall govern. If the shareholders’ meeting is convened by some person entitled to convene the meeting who is not a member of the board of directors, this person shall serve as the chairperson. Where there are two or more persons entitled to convene the meeting, one shall be nominated among them to serve as the chairperson.

 

Chapter IV  Directors and Supervisors
Article 16	:	The Company shall have seven to nine Directors, of which there shall be two independent Directors and five to seven non-independent Directors, and also five to seven Supervisors to be elected by the shareholders’ meeting from candidates with legal capacity. Each director and supervisor shall hold office for a term of three years, and may continue to serve in the office if re-elected.   At the time of election of Directors and Supervisors, it should be handled according to Article 198 of the Company Act and the relevant laws and regulations.   When handling the aforementioned election of Directors, the election of independent Directors and non-independent Directors should be held together, with the names of the elected separately calculated, and those that receive more ballots that represent voting rights will be elected as independent Directors or non-independent Directors.
Article 16(1):	:	The election of the Company’s independent Directors uses the candidate nomination system. Shareholders and already holding 1% or more of the Company’s stock and the Board of Directors shall nominate a list of candidates for independent Director. After the Board of Directors examines the qualifications of the candidate(s) for serving as an independent Director, the names are sent to the Shareholder’s meeting for election. 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 independent 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 independent Director will be handled according to the Company Act, the Securities Exchange Law, and other relevant laws and regulations.
Article 16(2):	:	The remuneration of the Company’s independent Directors is set at NT$2 million per person annually. For those that do not serve a full year, it will be calculated in proportion to the number of days of the term that were actually served.
Article 17	:	The board of directors shall be organized by the directors whose functions are as follows: (1)   Preparing the business plan.

 

 

 

 

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		(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 the Company. (7)    Reviewing and approving budgets and actual budget. (8)    Other functions vested by The Company Act or by the resolution of the shareholders’ meeting.
Article 18	:	The board of directors shall be organized by the directors, among whom one director shall be elected as the chairperson by consent of more than one half of the directors present in a meeting attended by more than two-thirds of all directors, where one vice chairperson may also be elected among the directors. The chairperson represents the Company in public. When the chairperson is on leave or unable to exercise his/her official functions for whatever the reason, the 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 may be held at any location at home, or by video conference.
Article 20	:	A director may present a written proxy statement to entrust another director as the proxy to attend the board meeting and exercise the voting right on his/her behalf, but each director may act as a proxy for only one other director.
Chapter V Manager
Article 21	:	The Company 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	:	The Company’s fiscal year shall run from January 1 to December 31 each year. 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 shareholders’ general meeting for ratification according to law.
Article 23	:	The Company’s net profits each year after the actual budget shall be distributed in the following order: (1)   Replenishment of losses. (2)   Allocation of 10% as the legal surplus reserve. (3)   Allocation of a special surplus reserve in accordance with laws or regulations set forth by the authorities concerned. (4)   For the unrealized portion of long-term investment profits calculated by the equity method that is not cash dividends, it may be listed as the special surplus reserve under the item of current profits, to be included for profit distribution after being realized.

 

 

 

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		Any remaining profits, if any, shall be distributed as follows: (5)   Allocation of 2%, inclusive, or less from the balance after the amounts mandated by Subparagraphs 1 to 4 above have been deducted as the remuneration for directors and supervisors. (6)   Allocation of 7% to 10% from the balance after the amounts mandated by Subparagraphs 1 to 4 above have been deducted as the bonuses for employees. The 7% portion is distributed to all employees in accordance with the Rules of Bonus to Employees Distribution, and the board of directors is delegated with the authority to set separate rules for distribution of the portion in excess of 7% to specific employees for their specific contributions to the Company. (7)   The board of directors shall be delegated to draw up a plan to distribute the remaining profits to shareholders pro rata according to the percentage of shares held by each S\shareholder. Employees referred to in Subparagraph 6 of the preceding paragraph include employees of subsidiary companies that meet certain conditions, which are to be prescribed by the board of directors.
Article 24	:	The Company is currently in the business growth stage. To meet the capital needs for business development now and in the future and satisfy the requirements of shareholders for cash inflow, the Company’s dividend policy shall use residual dividend policy to distribute dividends, of which the cash dividend distribution rate is 0%–50% of the total dividend amount, with the remainder to be distributed as stock dividends. However, depending on factors such as the economic situation, business development, and cash position holdings, the Company shall adjust the cash dividend and stock dividend distribution rate when necessary with a surplus distribution plan made by the Board of Directors and passed by resolution of the Shareholders’ Meeting.
Chapter VII  Supplementary Provisions
Article 25	:	The Articles of Incorporation and By-Laws of the Company 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 organizers’ meeting under the agreement of all organizers 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.

 

 

 

 

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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.

 

 

 

 

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■Appendix IV

Status of Holdings by Directors and Supervisors

 

1.     Pursuant to Article 26 of the Securities Trading Act, the minimum number of shares required to be held by all directors of the Company is 109,470,598 shares, and the minimum number of shares required to be held by all supervisors of the Company is 10,947,060 shares.

 

2.     The share-holding status of individuals and all directors and supervisors of the Company recorded on the Register of Shareholders as of the beginning date when ownership transfer stops for the shareholders’ meeting (April 27, 2009) is as follows:

 

 

April 27, 2009                                                     

 

Title	Name	Current Holdings
		Number of shares	Number of shares
Chairman	Jason C. S Chang	57,544,012	1.05%
Vice Chairman	Richard H. P. Chang	73,453,840	1.34%
Directors	A.S.E. Enterprises Limited	949,483,271	17.35%
	Represented by: Tien Wu
	Represented by: Raymond Lo
	Represented by: Joseph Tung
	Represented by: Jeffery Chen
Director	Alan Cheng	452,494	0.01%
Supervisor	Feng Mei-jean	86,928,008	1.59%
Supervisors	ASE Test Inc.	986,223	0.02%
	Represented by: John Ho
	Represented by: Sam Liu
	Represented by: TS Chen
	Represented by: Tseng Yuan-Yi

Note 1:   Until the date when ownership transfer stops for the shareholders’ meeting, the number of shares held by all directors of the Company is 1,080,933,617 shares in total, which complies with Article 26 of the Securities Trading Act.

Note 2:   Until the date when ownership transfer stops for the shareholders’ meeting, the number of shares held by all supervisors of the Company is 87,914,231 shares in total, which complies with Article 26 of the Securities Trading Act.

 

 

 

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■Appendix V

Advanced Semiconductor Engineering, Inc.

Information Concerning Employee Bonus and Information Remuneration for Directors and Supervisors

The Company’s 2008 earnings distribution proposal was passed by resolution fo the Board of Directors on April 8, 2009, and the proposed earnings distribution situation as passed by the Board of Directors is as follows:

1.    Distribution of employee cash bonus of NT$554,404,000.

2.    Distribution of director and supervisor remuneration of NT$ 88,800,000.

3.    The difference between the aforementioned planned amounts to be allocated and the already expensed employee bonuses of NT$554,404,451 and director and supervisor remuneration of NT$110,881,090 is a total of NT$22,081,541.

1.     Reason for the difference: The expensed amounts are an estimation based on the Company’s issuance in recent years. Concerning the proposed amounts passed by the Board of Directors, the board members decided to reduce the amount of director and supervisor remuneration in light of the poor economic climate, in order to share the burden and help reduce the Company’s operating costs.

2.     Handling of the difference: It is planned for the difference to be recognized as a change in accounting estimates, after being passed by the Shareholders’ Meeting.

 

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■Appendix VI

 

Impact upon Business Performance and EPS Resultant from Nonremunerative Share Allotment this time Operating Performance and Earnings Per Share

year Item			Year 2009 (Estimate)
Beginning paid-in capital (unit: NT$’000)			56,904,278
Status of distribution of shares and dividends for the year in question (Note 1, Note 2)	Cash dividend per share (NT$)		0.5
	Number of shares distributed for each share in earned surplusturned capital increase (shares)		N/A
	Number of shares distributed for each share in capital reserveturnedcapital increase (shares)		N/A
Status of change of operating performance	Operating profits		N/A (Note 3)
	Increase (decrease) ratio of operating profits compared to the same period last year
	After-tax net earnings
	Increase (decrease) ratio of after-tax net earnings compared to the same period last year
	Earnings per share (retroactive adjustment)
	Increase (decrease) ratio of earnings per share compared to the same period last year
	Average annual rate of return (counting average annual P/E ratio in reverse)
Projected earnings per share and P/E Ratio	If earned surplus-turned capital increase is completely replaced by distribution of cash dividends	Projected earnings per share
		Projected average annual rate of return
	If capital reserve-turned capital increase is not conducted	Projected earnings per share
		Projected average annual rate of return
	If capital reserve-turned capital increase is not conducted and earned surplus-turned capital increase is distributed in cash dividend instead	Projected earnings per share
		Projected average annual rate of return

Note 1:	Subject to the resolution by the 2009 Shareholders’ General Meeting.
Note 2:	The shareholders’ bonus distributed this time totaled NT$2,736,568,447, was all distributed in cash at NT$0.5 per share. With respect to the above-mentioned cash dividend rate, the calculation was based on the 5,473,136,894 shares registered in the roster of shareholders as of March 26, 2009, subtracting the treasury stock

 

 

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bought back by the Company. Later, if the Company’s ECB holders exercise the right of conversion, or new shares issued to employees against Employee Stock Option warrant, or new shares issued by the Company for a cash capital increase, or buyback of the Company’s stocks, or transfer or cancellation of the Company’s treasury stocks, which affect the cash distribution rate of the shareholders’ bonus, requiring adjustment, the management will request the shareholders’ meeting to authorize the board of directors to handle the situation plenipotentiarily and make the adjustment accordingly.

Note 3:

According to the “Guidance Concerning Handling of Financial Forecast Information of Public Companies”, the Company is not required to disclose its 2009 financial forecast.

 

President: Jason C.S. Chang        Manager: Richard H.P.   Chang          Accountant Manager: Joseph Tung

 

 

 

 

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