| Commission File Number 001-16125 | |
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Advanced
Semiconductor Engineering, Inc.
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(
Exact name of Registrant as specified in its charter)
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26
Chin Third Road
Nantze
Export Processing Zone
Kaoshiung,
Taiwan
Republic
of China
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(Address
of principal executive offices)
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Form 20-F
X
Form 40-F ____
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Yes
___ No X
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ADVANCED
SEMICONDUCTOR ENGINEERING, INC.
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Date: July
21, 2009
By:
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/s/
Joseph Tung
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Name:
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Joseph
Tung
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Title:
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Chief
Financial Officer
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1.
Time:
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Thursday, June 25, 2009 at 10 a.m. |
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2.
Place:
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Zhuang
Jing Auditorium, 600 Jiachang Rd., Nantz Processing Export Zone, Nantz
District, Kaohsiung City
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3. Present
:
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Total shares represented by
shareholders and proxy present 4,077,575,460 shares is 79.16% of total
outstanding shares of ASE 5,150,997,953 shares (excluding the shareholders
who had on voting right stipulated in Company Law) .
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Proposal:
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Please
ratify the Company's report on 2008 final financial
statements.
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Explanation:
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1.
The
Company's 2008 financial statements have been audited and attested by
Deloitte & Touche and reviewed by the Supervisors.
2.
Please
ratify the financial statements (see Attachment III to this Agenda Manual
for details) and the 2008 Business Report (see Attachment I to this Agenda
Manual for details).
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Summary
of shareholders’ comments/questions and Company’s
replies:
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Hu
X-ming, Shareholder No. 375442, Attendance No. 4: The
percentage of decrease in the costs of goods sold was not consistent with
the percentage of decrease in sales revenue, while the expenses increased
instead of decreasing; information on operating costs provided in Notes to
the Annual Report; the Company’s asset turnover rate dropped
and there were changes in long-term equity method investment.
Chairperson’s
reply: Because of the global economic crisis and financial tsunami in the
fourth quarter last year, the Company’s sales dropped, resulting in less
revenues and rising costs. But the expenses did not increase.
CFO’s
reply: Last year for the sake of enhancing the overall business
performance of the Company, we consolidated ASE and ASE Test Limited to
better identify our investment targets. Also, in the efforts to keep in
line with market trends to provide our customers with consistent and total
solution services, we combined the packaging and testing units. The drop
in total asset turnover rate was mainly due to massive increase in the
long-term equity investment from the acquisition of ASE Test (increase in
denominator) and huge decline in Q4 sales that led to significant drop in
revenues (decrease in numerator). The combination of the two factors
caused drop in the total asset turnover rate.
Lee
X-ru, Shareholder No 624602: Question on change in the account
of available-for-sale financial assets in consolidated balance sheet, the
content of non-operating income, and the reason for the modified
unqualified opinion issued by the CPA in financial
statements.
CPA’s
reply: Starting January 1, 2008, all listed companies must comply with the
new regulations by expensing employee bonus and remuneration to directors
and supervisors. The CPA must stress this matter when issuing an opinion.
Thus
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the
modified unqualified opinion does not mean qualified opinion or
insufficient representation, but means to stress the adoption of new
accounting treatment. The significant change in the account of
available-for-sale financial assets as compared to the previous year was
mainly due to the disposal of the majority of bond funds to meet the
funding needs arising from the acquisition of ASE Test.
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Resolution:
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The
above proposals be and hereby were approved as
proposed.
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| Proposal: | Please ratify the Company’s 2008 proposal for earnings distribution. |
| Explanation: |
The
Board of Directors has drafted the Company’s 2008 proposal for surplus
distribution as shown in the table below in accordance with The Company
Act and the Company’s Articles of Incorporation for your
ratification.
Advanced
Semiconductor Engineering, Inc.
2008
Surplus Distribution Proposal
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Unit:
NT$
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Items
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Amount
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Prior
year retained earnings
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146,323,647
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Add:
Current year gross profit
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6,160,051,306
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Subtract:
Provision for 10% statutory surplus reserve
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616,005,131
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Current
year earnings to be distributed
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5,690,369,822
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Items
for distribution:
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Shareholder
dividends (note)
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2,736,568,447
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Current
year retained earnings
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2,953,801,375
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Notes:
NT$88,800,000
to be distributed for Director and Supervisor remuneration
NT$554,404,000
to be distributed for employee bonuses, all in cash
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Note:
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The
shareholders’ bonus distributed this time totaled NT$2,736,568,447 and 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 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.
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Summary
of shareholders’ comments/questions and Company’s
replies:
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Lee
X-ru, Shareholder No 624602: Suggestion for increasing the cash or stock
dividend.
Chairperson’s
reply: In consideration of ASE’s deployment in the past ten years and the
business directions in the next five years, our provision of outsourcing
services to IBM, our strategic alliance and merger and acquisition
activities, we stand at an excellent position in terms of global
structure. In conjunction with those business opportunities, cash will be
an excellent tool and will help us achieve good return on investment. We
hope the shareholders can understand our situation and support our
decisions.
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Resolution:
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The
above proposals be and hereby were approved as
proposed.
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Proposal:
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To
meet the requirements for larger production capacity in future the Company
needs to enrich its operation capital in order to repay bank loans or the
needs for other long-term development use, thereby enabling the
fund-raising channels more diversified and flexible. As such, the
shareholders’ meeting is requested to authorize the board of directors to
opt at the optimal time, depending on the market situation and the status
of capital needs of the Company and in accordance with existing laws and
regulations, for capital increase in cash by issuing common shares or
joining the issuance of GDR (Global depository receipts) or domestic
capital increase in cash or issuance of domestic or ECB to raise fund. The
case is being presented for discussions.
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| Explanation: |
1.
The
principles to authorize the board of directors to issue new
common
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shares
and GDR for capital increase in cash shall be as
follows:
1.1
Issuance of common shares in the form GDR for capital increase in cash
shall be limited to 500,000,000 shares only. The shareholders’ meeting
shall authorize the board of directors and the chairman of the board to
make the adjustment by the market condition and issue the authorized GDR’s
all at once.
1.2
In conducting issuance of new shares in the form of GDR for capital
increase in cash, the issuance price shall be by the rules set forth in
the Selfdiscipline Rules Concerning Subscription and Issuance of
Securities by the Issuing Company Member Underwriters Have Assisted in the
Process, i.e., the issuance price shall not be lower than the closing
price of the Company’s common stock at the domestic open market. Take the
simple arithmetic mean of the closing price of the common share on the
first, third and fifth day prior to the price-setting day, minus 90% of
the average stock price after gratuitous ex-rights and ex-interest, then
comes the price for the new issue. However, the price-setting method may
be duly adjusted if related domestic laws and regulations are updated.
Since the stock price at home has often experience drastic volatility in
the short run, the chairman of the board is authorized to set the actual
issuance price within the above-mentioned price range, after having
consulted with underwriter taking into consideration the international
general practice, international capital market, domestic market price, the
overall subscription status so as to make the offering price attractive to
overseas investors. Consequently, the price-setting method should be
reasonable. Additionally, the deciding method for the issuance price of
GDR is based on the fair trading price of common shares at the domestic
open market whereas the original stockholder may purchase the common
shares at domestic stock exchange at the price close to the issuance price
of the GDR, without bearing the exchange rate risk and liquidity risk.
Moreover, the tranche of issuance of new shares and GRD for capital
increase in cash do not affect much of the shareholders’ equity as the
highest dilution ratio in relation to the original shareholders’ equity
stands only at 9.14%.
1.3
10% of common shares issued for capital increase in cash shall, according
to
Article 267 of The Company Act, be reserved for subscription by company
employees and the remaining 90% will be fully appropriated for open
issuance as the securities for GDR as the original shareholders have
waived their rights for subscription in accordance with Article 28-1 of
the Securities Trading Act. For the part that employees have not
subscribed, the chairman of the board is authorized to contact specific
party for purchase or, depending on the market requirements, list as the
original securities for participation in the issuance of GDR.
1.4
The proceeds for capital increase in cash from subscription to the GDR
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shall
be used for overseas procurement of materials, enrichment of operation
capital, repayment of bank loans, purchase of machinery and equipment,
and/or spin-off in one or multiple use and is expected to complete the
implementation within 2 years after the fund is fully raised.
Implementation of the said plan is expected to intensify the Company’s
competitiveness, enhance the benefit of the operation efficiency,
producing positive benefit to shareholders.
1.5
The board of directors is authorized to set the major contents of the
capital increase in cash plan, which includes issuance price, number of
shares issued, issuance conditions, source of capital, plan items, amount
of fund raised, estimated progress and estimated probable effect generated
as well as the issuance plan of participation in the issuance of
GDR.
1.6
Once the plan for capital increase in cash is approve d by the competent
regulatory authority, the board of directors will be authorized to proceed
with matters related to issuance of new shares.
1.7
If the agreement on issuance time, issuance condition, issuance volume,
issuance amount of capital increase in cash and participation in issuance
of GDR as well as other matters related to capital increase in cash and
participation in issuance of GDR needs update in future due to the
decision by the competent regulatory authority and on the basis of
operation evaluation, or the needs of objective environment, the board of
directors shall be authorized to handle at its full
discretion.
1.8
In conjunction with the issuance method of common shares for capital
increase in cash and participation in GDR issuance, the chairman of the
board or his designated representative is authorized to represent the
Company in signing all documents related to the participation in the
issuance of GDR as well as handling all needed matters related to the
participation in the issuance of GDR.
1.9
For matters that are not covered herein, the board of directors may, in
accordance with law, proceed at its discretion.
2.
The principles to authorize the
board of directors to conduct capital increase in cash at home shall be as
follows:
2.1
Number of new shares issued for capital increase in cash shall not be in
excess of 500,000,000 shares.
2.2
The par value of the new shares for capital increase in cash shall be
NT$10 each. Actual issuance price shall be by related rules set forth in
the
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Selfdiscipline
Rules Concerning Subscription and Issuance of Securities by the Issuing
Company Member Underwriters Have Assisted in the Process and the market
condition at the time of issuance. The chairman of she board and the
underwriter may reach an agreement on the issuance in consideration of all
the conditions mentioned above, which shall be subject to the approval by
the competent regulatory authority before the
issuance.
2.3
The issuance method of new shares for the capital increase in cash shall
be by price enquiry and selected purchase. With the exception of 10%-15%
reserved for employees as required by Article 267 of The Company Act, the
rest will be offered for public issuance as all original shareholders have
waived their rights to subscribe according to Article 28-1 of the
Securities Trading Act. In addition, if the Company’s employees have not
subscribed sufficiently and adequately or waived the right to subscribe,
the chairman may contact specific party for purchase.
2.4
The proceeds for capital increase in cash from subscription to the GDR
shall be used for overseas procurement of materials, enrichment of
operation capital, repayment of bank loans, purchase of machinery and
equipment, and/or spin-off in one or multiple use and is expected to
complete the implementation within 2 years after the fund is fully raised.
Implementation of the said plan is expected to intensify the Company’s
competitiveness, enhance the benefit of the operation efficiency,
producing positive benefit to shareholders.
2.5
The board of directors is authorized to set the major contents of the
capital increase in cash plan, which includes issuance price, number of
shares issued, issuance conditions, plan items, amount of fund raised,
estimated progress and estimated probable effect generated as well as the
issuance plan of participation in the issuance of GDR.
2.6
Once the plan for capital increase in cash is approve d by the competent
regulatory authority, the board of directors will be authorized to set the
base date for capital increase.
2.7
With respect to the manner of issuance as mentioned in Section 2.3 above,
the board of directors is authorized to make the amendment at its full
discretion if amendment becomes necessary due to update of laws or
regulations or the objective environment dictates the
amendment.
2.8
For matters that are not covered herein, the board of directors may, in
accordance with law, proceed at its discretion.
3.
The
principles to authorize the board of directors to conduct capital increase
in cash by issuance of convertible corporate bond at home and ECB
overseas:
3.1
Estimated number of shares for conversion: Not to exceed the number of
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shares
registered in the application for update of the Company’s profit-seeing
registration card.
3.2
Time of issuance: It depends on the capital needs by the Company and the
market condition.
3.3
Interest rate: In principle, it shall be by the market interest rate then
prevailing in the marketplace and reasonable, if possible.
3.4
Issuance duration: It depends on the capital needs by the
Company.
3.5
Issuance condition: Subject to negotiation with the lead underwriter and
existing laws and regulations.
3.6
The proceeds from subscriptions to the domestic convertible corporate bond
and ECB overseas shall be used for overseas procurement of materials,
enrichment of operation capital, repayment of bank loans, purchase of
machinery and equipment, and/or spin-off in one or multiple use and is
expected to complete the implementation within 2 years after the fund is
fully raised. Implementation of the said plan is expected to intensify the
Company’s competitiveness, enhance the benefit of the operation
efficiency, producing positive benefit to shareholders.
3.7
The board of directors is authorized to set the issuance measures, amount
of fund raised, plan items, estimated progress as well as estimated
probable effect generated.
3.8
In conjunction with the issuance of the convertible corporate bond the
chairman of the board or his designated representative is authorized to
represent the Company in signing all documents related to the issuance of
the convertible corporate bond as well as handling all needed matters
related to the issuance of the convertible corporate bond.
3.9
For matters that are not covered herein, the board of directors may, in
accordance with law, proceed at its discretion.
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Resolution:
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The
above proposals be and hereby were approved as
proposed.
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Proposal:
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Please
discuss the revised version of the Company’s Procedure for Acquisition or
Disposal of Assets.
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Explanation:
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1.
To increase the flexibility of the Company’s restructuring of
the group’s organizational structure, the Company’s board of directors had
passed a result on April 8, 2009 to revise Article 4 of the Company’s
Procedure for
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Acquisition
or Disposal of Assets.
2.
For details of the table of comparison of the revised provisions of
the Procedure for Acquisition or Disposal of Assets, please refer to
Attachment IV to this Agenda Manual. Your consent is
solicited.
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Lu
X-hui, Shareholder No.527934
Shareholder
Lu X-hui proposed the following: Except in the event of restructuring of
the group organization or transfer or assignment between companies under
the group, there are caps set for the total amounts of investment made by
subsidiaries in marketable securities and individual security. When
setting those caps, considerations could be given to the subsidiary’s own
available funds and financial operation needs, and in addition, the
Company’s net value provided in the financial statements that such
investments should be capped at a certain percentage of the Company’s net
value to ensure financial flexibility. Thus it is suggested that
Subparagraph 2 and Subparagraph 3, Paragraph 1 of Article 4 of Procedure
for the Company’s Acquisition or Disposal of Assets be revised
as follows:
『2. The
Company’s total amount of marketable securities investments shall not
exceed 150% of the net value on the Company’s’ most recent financial
reports. The total amount of
marketable securities investments made by a subsidiary shall not exceed
50% of the Company’s net value on the Company’s most recent financial
reports.
3.
The amount of individual marketable security investment shall not exceed
50% of the net value on the Company’s’ most recent financial reports. The
amount of investment in individual marketable security made by a
subsidiary shall not exceed 20% of the Company’s net value on the
Company’s most recent financial reports.』
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Resolution:
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The
above proposals be and hereby were approved as
proposed.
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Proposal:
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Please
discuss the revised version of the Company’s Handling Procedure for Loans
to Third Parties.
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Explanation:
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1. In
order to meet the requirements set forth by the revised Regulations
Governing Loaning of Funds and Making of Endorsements/Guarantees by Public
Companies announced by the Financial Supervisory Commission, Executive
Yuan on January 15, 2009, it is planned to revise a portion of the
articles of the Company’s Handling Procedure for Loans to Third Parties by
resolution of the Board of Directors on April 8,
2009.
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2. For
details of the table of comparison of the revised provisions of the
Handling Procedure for Loans to Third Parties, please refer to Attachment
V to this Agenda Manual. Your consent is solicited.
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Resolution:
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The
above proposals be and hereby were approved as
proposed.
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Proposal:
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Please
discuss the revised version of the Company’s Handling Procedure for
Endorsements and Guarantees.
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Explanation:
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1. In
order to meet the requirements set forth by the revised Regulations
Governing Loaning of Funds and Making of Endorsements/Guarantees by Public
Companies announced by the Financial Supervisory Commission, Executive
Yuan on January 15, 2009, it is planned to revise a portion of the
articles of the Company’s Handling Procedure for Endorsements and
Guarantees by resolution of the Board of Directors on April 8,
2009.
2. For
details of the table of comparison of the revised provisions of the
Handling Procedure for Endorsements and Guarantees, please refer to
Attachment VI to this Agenda Manual. Your consent is
solicited.
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Resolution:
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The
above proposals be and hereby were approved as
proposed.
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Proposal:
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Please
discuss the revised version of the Company’s Articles
of Incorporation.
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Explanation:
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1. To
meet the operation needs of the Company, part of the provisions of the
Company’s Articles of Incorporation are suggested for
revision.
2. Please
refer to Attachment VII to this Agenda Manual for the table of comparison
of the revised Articles of Incorporation. Your consent is
solicited.
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Resolution:
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The
above proposals be and hereby were approved as
proposed.
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Proposal:
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Re-election
of the Company’s directors and supervisors whose terms have
expired
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Explanation:
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1. In
the current term, there are seven directors and five supervisors whose
terms expire
on June 21, 2009, who should be reelected according to law.
2. According
to Article 16 of the Company’s Articles of Incorporation, the Company
shall have seven to nine directors, of which two are independent
directors
and five to seven are non-independent directors, and there are also to
be
five to seven supervisors, with three-year terms. In this
proposal, as resolved by
the Company’s Board of Directors Meeting on April 8, 2009, nine directors,
of
which two are independent directors and seven are non-independent
directors, as
well as five supervisors, are to be elected at this Shareholders’ Meeting.
The terms
of the new directors and supervisors will be for three years, from
June
26, 2009, to June 25, 2012.
3.
See below for the list of independent supervisor candidates and
their information.
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Independent
director candidate
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Education
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Experience
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Share
holdings
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Shen-Fu
Yu
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Accounting,
Department of Business, National Taiwan University
Master
degree, School of Accounting, National ChengChi University
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CPA,
Deloitte & Touche Accounting Firm (retired)
Part-time
instructor, National Taipei College of Business
CPA,
Shen-Fu Accounting Firm
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0
shares
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Ta-Lin
Hsu
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Bachelor
degree, Physics, National Taiwan University
Master
degree, Electronic Physics, New York
Brooklyn-college
Doctoral
degree, Electrical Engineering, University of California,
Berkeley
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General
partner, Hambrecht & Quist
Chairman
and founder, H&Q Asia Pacific
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0
shares
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Election
Results:
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List
of elected directors and
supervisors:
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No. / ID
No.
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Name
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Votes
received
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Note
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1
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A.S.E.
Enterprises Limited –
representative：Jason C.S.
Chang
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2,819,497,304
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Director
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3
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Richard
H.P. Chang
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2,593,639,911
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Director
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1
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A.S.E.
Enterprises Limited –
representative：Tien
Wu
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2,583,001,708
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Director
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1
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A.S.E.
Enterprises Limited –
representative：Joseph
Tung
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2,581,787,784
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Director
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1
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A.S.E.
Enterprises Limited –
representative：Raymond
Lo
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2,581,786,911
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Director
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1
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A.S.E.
Enterprises Limited –
representative：Jeffrey
Chen
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2,579,829,154
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Director
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372564
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Rutherford
Chang
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2,579,826,556
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Director
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H101****17
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Shen-Fu
Yu
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2,579,769,100
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Independent
Director
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1943****HS
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Ta-Lin
Hsu
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2,579,769,100
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Independent
Director
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No. / ID
No.
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Name
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Votes
received
|
Note
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61233
|
Hung
Ching Development & Construction Co. –
representative：Yen-Yi
Tseng
|
2,572,319,834
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Supervisor
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526826
|
Jerry
Chang
|
2,565,155,581
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Supervisor
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144216
|
ASE
Test Inc. –
representative：John
Ho
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2,564,407,219
|
Supervisor
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144216
|
ASE
Test Inc. –
representative：Samuel
Liu
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2,564,407,219
|
Supervisor
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144216
|
ASE
Test Inc. –
representative：TS Chen
|
2,564,407,219
|
Supervisor
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Proposal:
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Agreement
to release the Company’s newly elected Directors from the non-competition
restriction
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Explanation:
|
1.
According to the stipulations of Article 209 of the Company Act,
when a director take actions as part of the operations of their own
company or the company of a third party, the director should explain the
important details of these actions to the Shareholders’ Meeting and
receive their permission.
2.
It is planned to request the agreement of the Shareholders’
Meeting to release the new directors and their representatives from the
non-competition restriction if the
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new
directors elected in this re-election have investments in or operate
another company with the same or similar business as this Company while
also serving as this Company’s director.
Concurrent
positions at other companies held by the newly
elected directors:
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Jason
C.S.Chang
|
ASE Japan Co., Ltd -Director
ASE Test
Inc.-Director(representative) and
Chairman
ASE（Korea）Inc.-Director
ISE Labs,
Inc.-Director
ASE (Kunshan)
Inc.-Director
ASE Test Limited (Singapore)-Chairman
ASE (Shanghai)
Inc.-Director
ASE Module (Shanghai)
Inc.-Director
ASE Hi-Tech (Shanghai) Co.,
Ltd.-Director
Power ASE Technology
Inc.-Director(representative) and
Chairman
ASE Electronics
Inc.-Director(representative) and Chairman
ASEN Semiconductors-Director and
Chairman
ASE Module (Kunshan)
Inc.-Director
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Richard H.P.
Chang
|
ASE (Shanghai) Inc.-Director and
Chairman
ASE Test
Inc.-Director(representative)
ASE Test Limited（Singapore）-Director
ASE（Korea）Inc.-Director
ASE Electronics（M）Sdn,
Bhd-Director
ASE (Kunshan) Inc.-Director and
Chairman
ASE Module (Shanghai) Inc.-Director and
Chairman
ASE Hi-Tech (Shanghai) Co., Ltd.-Director and
Chairman
Power ASE Technology
Inc.-Director(representative)
ASE Assembly & Test
(Shanghai)
Limited-Chairman
ASE Module (Kunshan) Inc.-Director
and Chairman
ASE Japan Co., Ltd. –Director
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|
Tien Wu
|
ISE Labs, Inc.
-Director
ASE Japan Co., Ltd -Director
ASE Assembly & Test
(Shanghai) Limited-Director
ASEN
Semiconductors-Director
ASE (Weihai)
Inc.-Director
|
|
Joseph Tung
|
ASE Japan Co., Ltd-Supervisor
ASE Test
Inc.-Supervisor(representative)
ASE（Korea）Inc.-Director
ASE Electronics(Malaysia)Sdn,
Bhd-Director
ISE Labs,
Inc.-Director
ASE Electronics
Inc.-Director(representative)
|
|
Raymond
Lo
|
ASE
Test Inc.-Director(representative) and President
|
|
Jeffrey
Chen
|
ASE Test
Inc.-Director(representative）
ASE (Kunshan)
Inc.-Director
ASE Test Limited（Singapore）-Director
ISE Labs,
Inc.-Director
ASE Module (Shanghai)
Inc.-Director
ASE Hi-Tech (Shanghai) Co.,
Ltd.-Director
ASE Electronics
Inc.-Director（representative）
ASE Module (Kunshan)
Inc.-Director
ASEN Semiconductors-Director
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Jerry Chang
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ASE (Shanghai)
Inc.-Director
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Item
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Project
Sales
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Package
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Approx.
4.2 billion chips
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Test
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Approx.
600 million chips
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Original
Provisions
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Provisions
after Revision
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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.
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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.
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2.
The total amount of marketable securities investments shall not exceed
150% of the net value on all companys’ most recent financial
reports.
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2.
The total amount of marketable securities investments shall not exceed
150% of the net value on all companys’ most recent financial reports. The
total amount of marketable securities investments made by a subsidiary
shall not exceed 50% of Company’s net value on the Company’s most recent
financial reports.
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3.
The amount of each marketable securities investment shall not exceed 50%
of the net value on all companys’ most recent financial
reports.
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3.
The amount of each marketable securities investment shall not exceed 50%
of the net value on all companys’ most recent financial reports. The
amount of investment in individual marketable security made by a
subsidiary shall not exceed 20% of Company’s net value on the Company’s
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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Original
Provisions
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Provisions
after Revision
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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.
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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%.
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Original
Provisions
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Provisions
after Revision
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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 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.
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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 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%.
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Article
5 Loan repayment period and calculation of interest
1.
In principle, the repayment period for each
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Article
5 Loan repayment period and calculation of interest
1.
In principle, the repayment period for each cash
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Original
Provisions
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Provisions
after Revision
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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 one
such extension shall be permitted, and the period of extension shall not
exceed six months.
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loan
shall be one year. In special circumstances, and with the approval of the
board of directors, the repayment period may be extended; only 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%.
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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.
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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
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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
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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
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Original
Provisions
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Provisions
after Revision
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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 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.
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subsidiaries
reaches 20% or more of the net value on the Company’s most recent
financial report.
(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.
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(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.
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(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.
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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.
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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. |
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4.
The Company shall evaluate its loan status in accordance with generally
accepted accounting principles and shall allocated an appropriate
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4.
The Company shall evaluate its loan status in accordance with generally
accepted accounting principles and shall allocated an appropriate bad
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Original
Provisions
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Provisions
after Revision
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bad
debt reserve. The Company should disclose all relevant information in its
financial statements, and should provide the Company’s Auditor with
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.
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debt
reserve. The Company should disclose all relevant information in its
financial statements, and should provide the Company’s Auditor with
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 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.
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| 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. |
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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
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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,
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Original
Provisions
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Provisions
after Revision
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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 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.
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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 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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Original
Provisions
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Provisions
after Revision
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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.
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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.
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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).
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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).
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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.
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2.
Companies
in which the Company has direct or indirect holdings of 100% shall receive
the endorsement.
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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.
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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
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Provisions
after Revision
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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.
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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.
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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.
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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.
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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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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
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Provisions
after Revision
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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:
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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:
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(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.
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(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.
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(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.
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(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.
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(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.
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(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
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(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.
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(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.
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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
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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
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Provisions
after Revision
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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
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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
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Provisions
after Revision
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writing,
and should also notify the Company’s internal auditing personnel in
writing.
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supervisors
in writing, and should also notify the Company’s internal auditing
personnel in writing.
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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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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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Original
Provisions
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Provisions
after Revision
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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.
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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.
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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.
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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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