Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
ASE TECHNOLOGY HOLDING CO., LTD.
|
|
|
|
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Date: December 1, 2021
|
By:
|
/s/ Joseph Tung
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Name: Joseph Tung
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Title: Chief Financial Officer
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Below
is the English version of our TWSE MOPS filings on December 1, 2021.
SEQ_NO:
2
Date
of announcement: 2021/12/01
Time
of announcement: 19:44:04
Subject:
Announcement on behalf of subsidiary, ASE Mauritius Inc., of disposition shares of ASE (Kunshan) Inc.
Date
of events: 2021/12/01
To
which item it meets: paragraph 20
Statement:
1.Name
and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend
yield, etc.): Shares of ASE (Kunshan) Inc.
2.Date
of occurrence of the event:2021/12/01
3.Amount,
unit price, and total monetary amount of the transaction:
Amount:29.85%
of shares of ASE (Kunshan) Inc.
Unit
price:NA
Total
monetary amount:USD 69,253,732 (NTD 1,925,946,287)
4.Trading
counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related
party of the Company, the name of the trading counterparty is not required to be disclosed):
Trading
counterparty: Beijing Wise Road Asset Management Co., Ltd. or its designated affiliate company
Relationship
with the Company: None
5.Where
the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading
counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous
date and monetary amount of transfer: NA
6.Where
an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include
the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction:
NA
7.Matters
related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor’s rights; if creditor's
rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights,
currently being disposed of, over such related party): NA
8.Profit
or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining
recognition):
USD
2,218,438 (NTD 61,694,761)
9.Terms
of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms
and conditions:
Terms
of delivery or payment:
The
buyer should pay the settlement payment on settlement date (equivalent to USD 51,228,788, plus the amount of cash deducting liabilities
calculated from the book value of ASE (Kunshan) Inc. on 3 days before settlement date) to the seller, and it is expected to pay the final
payment, USD 18,024,944, on the first business day after the 6-month period is expired from the settlement date.
Restrictive
covenants in the contract, and other important terms and conditions:None
10.The
manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for
the decision on price, and the decision-making unit:
The
manner of deciding on this transaction and the decision-making unit:
By
resolutions made by ASE Mauritius Inc.'s board of directors.
The
reference basis for the decision on price:
With
reference to preliminary calculation report of enterprise value issued
by
experts, and statement of reasonable opinion acquired from CPA
11.Net
worth per share of the Company's underlying securities acquired or disposed of: NA
12.Cumulative
no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction
of rights (e.g., pledges), as of the present moment: Cumulative number of shares held:NA
Monetary
amount of the shares held: 0
Shareholding
percentage:0%
Status
of any restriction of rights:None
13.Current
ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal
of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial
statement and working capital as shown in the most recent financial statement as of the present:
Current
ratio of securities investmen to the total assets as shown in the most recent financial statement:3.8%
Current
ratio of securities investmen to the equity attributable to owners of the parent as shown in the most recent financial statement:4.83%
working
capital as shown in the most recent financial statement as of the present:-NTD 25,651,304 thousand
14.Broker
and broker's fee: None
15.Concrete
purpose or use of the acquisition or disposal:
To
optimize ASE Group's OSAT business strategic composition in China and to utilize group resources efficiently hence strengthen the overall
competitive power in China and strengthen the resources input in high tech R&D and production capacity in Taiwan
16.Any
dissenting opinions of directors to the present transaction: None
17.Whether
the counterparty of the current transaction is a related party: No
18.Date
of the board of directors resolution:NA
19.Date
of ratification by supervisors or approval by the Audit Committee:NA
20.Whether
the CPA issued an unreasonable opinion regarding the current transaction: No
21.Name
of the CPA firm: JYH HER CPAs
22.Name
of the CPA: Chen, Wei-Yue
23.Practice
certificate number of the CPA: TPECPA#1804
24.Whether
the transaction involved in change of business model: No
25.Details
on change of business model: NA
26.Details
on transactions with the counterparty for the past year and the expected coming year: None
27.Source
of funds: NA
28.Any
other matters that need to be specified: None
SEQ_NO:
3
Date
of announcement: 2021/12/01
Time
of announcement: 19:44:19
Subject:
Announcement on behalf of subsidiary, Alto Enterprises Ltd., of disposition shares of ASE (Kunshan) Inc.
Date
of events: 2021/12/01
To
which item it meets: paragraph 20
Statement:
1.
Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend
yield, etc.):
Shares
of ASE (Kunshan) Inc.
2.Date
of occurrence of the event:2021/12/01
3.Amount,
unit price, and total monetary amount of the transaction:
Amount:24.63%
of shares of ASE (Kunshan) Inc.
Unit
price:NA
Total
monetary amount:USD 57,134,328 (NTD 1,588,905,662)
4.Trading
counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related
party of the Company, the name of the trading counterparty is not required to be disclosed):
Trading
counterparty: Beijing Wise Road Asset Management Co., Ltd. or its designated affiliate company
Relationship
with the Company: None
5.Where
the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading
counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous
date and monetary amount of transfer: NA
6.Where
an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include
the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction:
NA
7.Matters
related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor’s rights; if creditor's
rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights,
currently being disposed of, over such related party): NA
8.Profit
or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining
recognition):
USD
1,821,692 (NTD 50,661,255)
9.Terms
of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms
and conditions:
Terms
of delivery or payment:
The
buyer should pay the settlement payment on settlement date (equivalent to USD 42,263,749, plus the amount of cash deducting liabilities
calculated from the book value of ASE (Kunshan) Inc. on 3 days before settlement date) to the seller, and it is expected to pay the final
payment, USD 14,870,579, on the first business day after the 6-month period is expired from the settlement date. Restrictive covenants
in the contract, and other important terms and conditions:None
10.The
manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for
the decision on price, and the decision-making unit:
The
manner of deciding on this transaction and the decision-making unit:
By
resolutions made by Alto Enterprises Ltd.'s board of directors.
The
reference basis for the decision on price:
With
reference to preliminary calculation report of enterprise value issued by experts, and statement of reasonable opinion acquired from
CPA
11.Net
worth per share of the Company's underlying securities acquired or disposed of: NA
12.Cumulative
no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction
of rights (e.g., pledges), as of the present moment:
Cumulative
number of shares held:NA
Monetary
amount of the shares held: 0
Shareholding
percentage:0%
Status
of any restriction of rights:None
13.Current
ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal
of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial
statement and working capital as shown in the most recent financial statement as of the present:
Current
ratio of securities investmen to the total assets as shown in the most recent financial statement:0.98%
Current
ratio of securities investmen to the equity attributable to owners of the parent as shown in the most recent financial statement:1.25%
working
capital as shown in the most recent financial statement as of the present:-NTD 25,651,304 thousand
14.Broker
and broker's fee: None
15.Concrete
purpose or use of the acquisition or disposal:
To
optimize ASE Group's OSAT business strategic composition in China
and
to utilize group resources efficiently hence strengthen the overall
competitive
power in China and strengthen the resources input in high tech
R&D
and production capacity in Taiwan
16.Any
dissenting opinions of directors to the present transaction: None
17.Whether
the counterparty of the current transaction is a related party: No
18.Date
of the board of directors resolution:NA
19.Date
of ratification by supervisors or approval by the Audit Committee:NA
20.Whether
the CPA issued an unreasonable opinion regarding the current
transaction:
No
21.Name
of the CPA firm: JYH HER CPAs
22.Name
of the CPA: Chen, Wei-Yue
23.Practice
certificate number of the CPA: TPECPA#1804
24.Whether
the transaction involved in change of business model: No
25.Details
on change of business model: NA
26.Details
on transactions with the counterparty for the past year and the expected coming year: None
27.Source
of funds: NA
28.Any
other matters that need to be specified: None
SEQ_NO:
4
Date
of announcement: 2021/12/01
Time
of announcement: 19:45:47
Subject:
Announcement on behalf of subsidiary, ASE Investment (Kunshan) Limited, of disposition shares of ASE (Kunshan) Inc.
Date
of events: 2021/12/01
To
which item it meets: paragraph 20
Statement:
1.
Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend
yield, etc.):
Shares
of ASE (Kunshan) Inc.
2.Date
of occurrence of the event:2021/12/01
3.Amount,
unit price, and total monetary amount of the transaction:
Amount:45.52%
of shares of ASE (Kunshan) Inc.
Unit
price:NA
Total
monetary amount:USD 105,611,940 (NTD 2,937,068,051)
4.Trading
counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related
party of the Company, the name of the trading counterparty is not required to be disclosed):
Trading
counterparty:
Beijing
Wise Road Asset Management Co., Ltd. or its designated affiliate company
Relationship
with the Company: None
5.Where
the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading
counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous
date and monetary amount of transfer: NA
6.Where
an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include
the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction:
NA
7.Matters
related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor’s rights; if creditor's
rights over a related party,
announcement
shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related
party): NA
8.Profit
or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining
recognition):
USD
3,737,639 (NTD 103,943,741)
9.Terms
of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms
and conditions:
Terms
of delivery or payment:
The
buyer should pay the settlement payment on settlement date (equivalent to USD 78,123,901, plus the amount of cash deducting liabilities
calculated from the book value of ASE (Kunshan) Inc. on 3 days before settlement date) to the seller, and it is expected to pay the final
payment, USD 27,488,039, on the first business day after the 6-month period is expired from the settlement date.
Restrictive
covenants in the contract, and other important terms and conditions:None
10.The
manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for
the decision on price, and the decision-making unit:
The
manner of deciding on this transaction and the decision-making unit:
By
resolutions made by ASE Investment (Kunshan) Limited's board of directors
The
reference basis for the decision on price:
With
reference to preliminary calculation report of enterprise value issued by experts, and statement of reasonable opinion acquired from
CPA
11.Net
worth per share of the Company's underlying securities acquired or disposed of: NA
12.Cumulative
no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction
of rights (e.g., pledges), as of the present moment: Cumulative number of shares held:NA
Monetary
amount of the shares held: 0
Shareholding
percentage:0%
Status
of any restriction of rights:None
13.Current
ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal
of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial
statement and working capital as shown in the most recent financial statement as of the present:
Current
ratio of securities investmen to the total assets as shown
in
the most recent financial statement:0%
Current
ratio of securities investmen to the equity attributable to owners of the parent as shown in the most recent financial statement:0%
working
capital as shown in the most recent financial statement as of the present:-NTD 25,651,304 thousand
14.Broker
and broker's fee: None
15.Concrete
purpose or use of the acquisition or disposal:
To
optimize ASE Group's OSAT business strategic composition in China and to utilize group resources efficiently hence strengthen the overall
competitive power in China and strengthen the resources input in high tech R&D and production capacity in Taiwan
16.Any
dissenting opinions of directors to the present transaction: None
17.Whether
the counterparty of the current transaction is a related party: No
18.Date
of the board of directors resolution:NA
19.Date
of ratification by supervisors or approval by the Audit Committee:NA
20.Whether
the CPA issued an unreasonable opinion regarding the current transaction: No
21.Name
of the CPA firm: JYH HER CPAs
22.Name
of the CPA: Chen, Wei-Yue
23.Practice
certificate number of the CPA: TPECPA#1804
24.Whether
the transaction involved in change of business model: No
25.Details
on change of business model: NA
26.Details
on transactions with the counterparty for the past year and the expected coming year: None
27.Source
of funds: NA
28.Any
other matters that need to be specified: None
SEQ_NO:
5
Date
of announcement: 2021/12/01
Time
of announcement: 19:46:07
Subject:
Announcement on behalf of subsidiary, Global Advanced Packaging Technology Limited, of disposition shares of GAPT Holding Limited
Date
of events: 2021/12/01
To
which item it meets: paragraph 20
Statement:
1.
Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend
yield, etc.):Shares of GAPT Holding Limited.
2.Date
of occurrence of the event:2021/12/01
3.Amount,
unit price, and total monetary amount of the transaction:
Amount:430,247,551
shares
Unit
price: USD2.8542/Share (NTD79.37/Share)
Total
monetary amount:USD 1.228billion (NTD 34,150,680 thousand)
4.Trading
counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related
party of the Company, the name of the trading counterparty is not required to be disclosed):
Trading
counterparty: Beijing Wise Road Asset Management Co., Ltd. or its designated affiliate company
Relationship
with the Company: None
5.Where
the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading
counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous
date and monetary amount of transfer: NA
6.Where
an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include
the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction:
NA
7.Matters
related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor’s rights; if creditor's
rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights,
currently being disposed of, over such related party): NA
8.Profit
or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining
recognition):
USD
620,945,466 (NTD17,268,493,423)
9.Terms
of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms
and conditions:
Terms
of delivery or payment:
The
buyer should pay the settlement payment on settlement date (equivalent to USD 908,382,562, plus the amount of cash deducting liabilities
calculated from the book value of GAPT Holding Limited. on 3 days before settlement date) to the seller, and it is expected to pay the
final payment, USD 319,616,438, on the first business day after the 6-month period is expired from the settlement date.
Restrictive
covenants in the contract, and other important terms and conditions:None
10.The
manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for
the decision on price, and the decision-making unit:
The
manner of deciding on this transaction and the decision-making unit:
By
resolutions made by Global Advanced Packaging Technology Limited's board of directors
The
reference basis for the decision on price:
With
reference to preliminary calculation report of enterprise value issued by experts, and statement of reasonable opinion acquired from
CPA
11.Net
worth per share of the Company's underlying securities acquired or disposed of: USD1.0706(NTD29.77)
12.Cumulative
no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction
of rights (e.g., pledges), as of the present moment:
Cumulative
number of shares held:0
Monetary
amount of the shares held:0
Shareholding
percentage:0%
Status
of any restriction of rights:None
13.Current
ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal
of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial
statement and working capital as shown in the most recent financial statement as of the present:
Current
ratio of securities investmen to the total assets as shown in the most recent financial statement:4.31%
Current
ratio of securities investmen to the equity attributable to owners of the parent as shown in the most recent financial statement:5.47%
working
capital as shown in the most recent financial statement as of the present:-NTD 25,651,304 thousand
14.Broker
and broker's fee:None
15.Concrete
purpose or use of the acquisition or disposal:
To
optimize ASE Group's OSAT business strategic composition in China and to utilize group resources efficiently hence strengthen the overall
competitive power in China and strengthen the resources input in high tech R&D and production capacity in Taiwan
16.Any
dissenting opinions of directors to the present transaction: None
17.Whether
the counterparty of the current transaction is a related party: No
18.Date
of the board of directors resolution:NA
19.Date
of ratification by supervisors or approval by the Audit Committee:NA
20.Whether
the CPA issued an unreasonable opinion regarding the current
transaction:
No
21.Name
of the CPA firm: JYH HER CPAs
22.Name
of the CPA: Chen, Wei-Yue
23.Practice
certificate number of the CPA: TPECPA#1804
24.Whether
the transaction involved in change of business model: No
25.Details
on change of business model: NA
26.Details
on transactions with the counterparty for the past year and the expected coming year: None
27.Source
of funds: NA
28.Any
other matters that need to be specified: None
SEQ_NO:
6
Date
of announcement: 2021/12/01
Time
of announcement: 19:46:26
Subject:
Announcement of related matters of subsidiaries of the Company which are deemed as a TWSE listed companies met announcement requirement
of paragraph 49
Date
of events: 2021/12/01
To
which item it meets: paragraph 49
Statement:
1.
Name of the major subsidiary、Article 7 paragraph 3 subsidiary deemed as the listed company, or a subsidiary of a listed company
applies for listing of securities in an overseas securities market for trading:
(1)GAPT
Holding Limited
(2)ASE
(Kunshan) Inc.
2.Cause
of occurrence of the event (reduce the percentage of shareholding, contributions or lose control ): Reducing shareholding and losing
control
3.Method
of shareholding or contributions reduction (Please specify the date, reason, method, reduction percentage, volume, unit price, and total
amount each time):
The
BOD of the Company resolved to sell 100% shares of GAPT Holding Limited and ASE (Kunshan) Inc. which are indirectly held currently. (The
transaction amounts are (1)USD 1.228 billion and (2)USD 0.232 billion)
4.Method
of loss of control(Please specify the date, reason, and method):
Date:2021/12/01
Reason
and method:
In
order to optimize ASE Group's OSAT business strategic composition in China and to utilize group resources efficiently hence strengthen
the overall competitive power in China and strengthen the resources input in high tech R&D and production
capacity
in Taiwan, the proposal of sale of the share are resolved and approved by BOD of the Company and related subsidiaries.
5.Equity
(or capital) recipient or counterparty (please list separately for each transaction): Beijing Wise Road Asset Management Co., Ltd. or
its designated affiliate company
6.Relationship
with counterparty (Please specify the relationship with counterparty each time): None
7.Gains
(or losses) on disposal (Please specify the gains (or losses) on disposal each time.If there is no gains (or losses), please fill in
“NA”):
(1)GAPT
Holding Limited:USD 620,945,466
(2)ASE
(Kunshan) Inc.:USD 7,777,769
8.Cumulative
reduction of shareholding in major subsidiaries, Article 7 paragraph 3 subsidiary deemed as the listed company, or a subsidiary of a
listed company applies for listing of securities in an overseas securities market for trading so far (including the current transaction):
(1)GAPT
Holding Limited:100%
(2)ASE
(Kunshan) Inc.:100%
9.Shareholding
in major subsidiaries, Article 7 paragraph 3 subsidiary deemed as the listed company, or a subsidiary of a listed company applies for
listing of securities in an overseas securities market for trading at present (including the current transaction):
(1)GAPT
Holding Limited:0%
(2)ASE
(Kunshan) Inc.:0%
10.Name
of independent expert and his/her opinion on reasonableness of pricing in each transaction:
Name
of independent expert:Chen, Wei-Yue, JYH HER CPAs
Opinion
on reasonableness of pricing: The transaction price is reasonable.
11.Name
of independent expert and his/her opinion on the impact of reduction of shareholding or loss of control on the rights of the listed company's
shareholders:
Name
of independent expert:Chen, Wei-Yue, JYH HER CPAs
Opinion
on the rights of the Company's shareholders:
The
transaction has no material impact on the rights of the Company's shareholders.
12.Any
effect on the ongoing listing of the parent company: No
13.Date
of the audit committee resolution:2021/12/01
14.Details
of audit committee resolution:
The
audit committee approved the proposal accordingly without dissenting
opinion
by all independent directors with attendance and submitted to BOD
for
resolution.
15.Date
of the board of directors resolution:2021/12/01
16.Details
of board of directors resolution:
The
BOD approved the proposal accordingly without dissenting opinion by all the directors with attendance.
17.Any
other matters that need to be specified: None