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

 

 

 

FORM S-8

 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

 

ASE Technology Holding Co., Ltd.
(Exact name of registrant as specified in its charter)

 

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

(Address of Principal Executive Offices)
 

 

ASE Technology Holding Co., Ltd. 2021 Restricted Stock Awards Plan
(Full Title of the Plan)

 

C T Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 590-9070
(Name, address and telephone number, including area
code, of agent for service)

 

Copy to:
James C. Lin, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong Club Building
3A Chater Road
Hong Kong
(852) 2533-3300

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
   
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company
   
  Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 

 

 

EXPLANATORY NOTE

 

ASE Technology Holding Co., Ltd., a company limited by shares organized under the laws of the Republic of China (the “Company”), has prepared this registration statement in accordance with the requirements of Form S-8 (this “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), to register 15,000,000 shares of common stock, NT$10.00 par value per share, of the Company that are issuable in respect of awards under the ASE Technology Holding Co., Ltd. 2021 Restricted Stock Awards Plan (the “Plan”).

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Information required by Item 1 and Item 2 of Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I have been or will be delivered to the participants in the Plan as required by Rule 428(b). These documents, which include the statement of availability required by Item 2 of Part I, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

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

 

(a) the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2020 filed with the Commission on April 6, 2021; and

 

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

 

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

 

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein, (or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4. Description of Securities

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers

 

The relationship between the Registrant and its directors and officers is governed by the Republic of China (“ROC”) Civil Code, the ROC Company Law and the Registrant’s Articles of Incorporation. There is no written contract between the Registrant and its directors and officers governing the rights and obligations of such parties. Under Section 10, Chapter 2, Book II of the ROC Civil Code, each person who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of the Registrant, in the absence of willful misconduct or negligence on the part of such person in connection with such person’s performance of duties as a director or officer, as the case may be, may be indemnified and held harmless by the Registrant to the fullest extent permitted by applicable law. In addition, the Registrant has obtained an insurance policy which provides liability coverage, including coverage for liabilities arising under the U.S. federal securities laws, for directors and officers and which contains certain exceptions and exclusions.

 

Item 7. Exemption from Registration Claimed

 

Not applicable.

 

Item 8. Exhibits

 

See Exhibit Index.

 

 

 

Item 9. Undertakings

 

(a)       The undersigned Registrant hereby undertakes:

 

(1)       To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)       To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)       To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

 

(iii)       To include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2)       That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)       To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)       The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)       Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Taipei, Taiwan, Republic of China, on February 25, 2022.

 

  ASE TECHNOLOGY HOLDING CO., LTD.  
     
     
  By: /s/ Joseph Tung  
    Name: Joseph Tung  
    Title: Chief Financial Officer  

 

 

POWER OF ATTORNEY

 

Know all persons by these presents, that each person whose signature appears below, constitutes and appoints each of Jason C.S. Chang and Joseph Tung as his or her true and lawful attorney-in-fact and agent, upon the action of such appointee, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys-in-fact and agents may deem necessary or advisable in order to enable ASE Technology Holding Co., Ltd. to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the filing with the Commission of this registration statement under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such registration statement, and any amendments to such registration statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature 

Title 

Date 

     

/s/ Jason C.S. Chang 

Director and Chairman      February 25, 2022
Jason C.S. Chang (principal executive officer)  
     

/s/ Richard H.P. Chang 

Director, Vice Chairman and President      February 25, 2022
Richard H.P. Chang    
     

/s/ Chi-Wen Tsai 

Director; Chairman and President, SPIL      February 25, 2022
Chi-Wen Tsai    
     

/s/ Yen-Chun Chang 

Director; Chief Operating Officer, SPIL     February 25, 2022
Yen-Chun Chan    
     

/s/ Tien Wu 

Director and Chief Operating Officer      February 25, 2022
Tien Wu    
     

/s/ Joseph Tung 

Director and Chief Financial Officer      February 25, 2022
Joseph Tung (principal financial officer)  
     

/s/ Raymond Lo 

Director; General Manager, Kaohsiung packaging      February 25, 2022
Raymond Lo    
     

/s/ Tien-Szu Chen 

Director; General Manager, ASE Inc.      February 25, 2022
Tien-Szu Chen Chung-Li branch  
     

/s/ Jeffrey Chen 

Director; Chairman, Universal Scientific Industrial      February 25, 2022
Jeffrey Chen (Shanghai) Co., Ltd.  
     

/s/ Rutherford Chang 

Director; General Manager, China Region of ASE Inc      February 25, 2022
Rutherford Chang    
     

/s/ Shen-Fu Yu 

Independent Director      February 25, 2022
Shen-Fu Yu    
     

/s/ Mei-Yueh Ho 

Independent Director      February 25, 2022
Mei-Yueh Ho    
     

/s/ Wen-Chyi Ong 

Independent Director      February 25, 2022
Wen-Chyi Ong    
     
     

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the registrant, has signed this registration statement or amendment thereto in Newark, Delaware, on February 25, 2022.

 

  PUGLISI & ASSOCIATES  
     
     
  By: /s/ Donald J. Puglisi  
    Name: Donald J. Puglisi  
    Title: Managing Director  

 

 

EXHIBIT INDEX

 

Exhibit No. 

 

Description 

4.1*   Articles of Incorporation of the Registrant (English translation) (incorporating all amendments as of August 12, 2021)
     
5.1*   Opinion of Baker & McKenzie, Taipei, ROC counsel to the Registrant, as to the legality of the securities being registered.
     
23.1*   Consent of Deloitte & Touche, independent registered public accounting firm.
     
23.2*   Consent of Baker & McKenzie, Taipei (included in Exhibit 5.1).
     
23.3*   Consent of PricewaterhouseCoopers, independent registered public accounting firm.
     
24.1*   Power of Attorney (included in the signature pages hereof).
     
99.1*   ASE Technology Holding Co., Ltd. 2021 Restricted Stock Awards Plan (English translation).
     
107*   Filing fee table

 

* Filed herewith

 

 

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