《日月光控股ASE Technology Holding Co., Ltd.（ASX）2018年年度报告「NYSE」（英文版）（333页）.pdf》由会员分享，可在线阅读，更多相关《日月光控股ASE Technology Holding Co., Ltd.（ASX）2018年年度报告「NYSE」（英文版）（333页）.pdf（333页珍藏版）》请在三个皮匠报告上搜索。

1、 TWSE:3711 NYSE:ASX Date:February 28,2019 This annual report can be found on the following websites 1.Market Observation Post System:http:/.tw/mops/web/index 2.Company Website:http:/ ASE Technology Holding Co.,Ltd.Annual Report 2018()Spokesperson:Tien Wu Title:Group COO Deputy Spokesperson:Joseph Tu

2、ng Title:Group CFO Tel:(02)66365678 Email: ASE Technology Holding Co.,Ltd.Address:No.26,Jinshan Road,Nanzhi Export Processing Zone,Kaohsiung City Tel:(07)3617131 Fax:(07)3613094 Advanced Semiconductor Engineering,Inc.Address:No.26,Jinshan Road,Nanzhi Export Processing Zone,Kaohsiung City Tel:(07)361

3、7131 Fax:(07)3613094 Address and Telephone of the plant:As above Siliconware Precision Industries Co.,Ltd.Address:No.123,Sec.3,Dafeng Rd.,Tanzi Dist.,Taichung City Tel:(04)25341525 Fax:(04)25358012 Address and Telephone of the plant:As above USI Inc.Address:No.141,Lane 351,Sec.1,Taiping Road,Tsaotue

4、n,Nantou County Tel:(049)2350876 Fax:Address and Telephone of the plant:(049)2391272 As above Stock Transfer Agent:Stock Agency Department,President Securities Corp.Address:B1F,No.8,Dongxing Rd.,Songshan Dist.,Taipei City Website:http:/www.uni- Tel:(02)27478266 CPA for the Financial Statement of the

5、 Most Recent Year CPA Firm:Deloitte&Touche CPAs:Jia-Ling Chiang,Cheng-Hung Kuo Address:3F.,No.88,Chenggong 2nd Rd.,Qianzhen Dist.,Kaohsiung City Website:http:/.tw Tel:(07)5301888 Overseas Securities Exchange:New York Stock Exchange(NYSE)For more information on the overseas securities,visit:http:/ i

6、Table of Contents I.LETTERS TO SHAREHOLDERS 1 II.COMPANY PROFILE 7 III.CORPORATE GOVERNANCE 8 3.1 ORGANIZATION 8 3.2 INFORMATION OF DIRECTORS,SUPERVISORS,GENERAL MANAGER,VICE PRESIDENTS,ASSISTANT VICE PRESIDENTS,OFFICERS OF DEPARTMENTS AND BRANCHES 11 3.3 REMUNERATION FOR DIRECTORS,SUPERVISORS,GENER

7、AL MANAGER,AND VICE PRESIDENT 18 3.4 CORPORATE GOVERNANCE 23 3.5 CPA SERVICE FEES 61 3.6 CHANGE OF CPA 62 3.7 THE NAME AND TITLE OF ANY COMPANY CHAIRMAN,GENERAL MANAGER,AND OFFICERS OF FINANCE OR ACCOUNTING WHO HAVE HELD POSITIONS AT THE APPOINTED CPA FIRM OR ITS AFFILIATES IN THE PAST YEAR SHALL BE

8、 DISCLOSED ALONG WITH THEIR TENURE PERIOD AT SAID CPA FIRM OR AFFILIATES 62 3.8 CHANGES IN SHAREHOLDING OF DIRECTORS,SUPERVISORS,OFFICERS,AND MAJOR SHAREHOLDER HOLDING MORE THAN 10%OF THE SHARES 62 3.9 RELATIONSHIPS OF RELATED PARTY,SPOUSE,KINSHIPS WITHIN THE SECOND DEGREE AMONG THE TOP TEN SHAREHOL

9、DERS 63 3.10 THE NUMBER OF SHARES OF ONE ENTERPRISE HELD BY THE COMPANY,THE DIRECTORS,SUPERVISORS,OFFICERS OF THE COMPANY AND THE ENTERPRISE DIRECTLY OR INDIRECTLY CONTROLLED BY THE COMPANY 64 IV.CAPITAL RAISING 65 4.1 CAPITAL AND SHARES 65 4.2 CORPORATE BONDS 69 4.3 PREFERRED STOCKS 69 4.4 AMERICAN

10、 DEPOSITORY RECEIPTS 70 4.5 EMPLOYEE STOCK OPTION PLAN(INCLUDING THE STATUS OF EMPLOYEE RESTRICTED STOCK AWARDS)70 4.6 STATUS OF NEW SHARES ISSUANCE DUE TO MERGERS OR ACQUISITION OF SHARES OF ANOTHER COMPANY 73 4.7 FINANCING PLAN AND IMPLEMENTATIONS 73 V.OPERATIONAL HIGHLIGHTS 74 5.1 BUSINESS ACTIVI

11、TIES 74 5.2 MARKET AND SALES OVERVIEW 93 5.3 EMPLOYEES 103 5.4 EXPENDITURES ON ENVIRONMENTAL PROTECTION 104 5.5 LABOR-MANAGEMENT RELATIONS 111 5.6 MATERIAL CONTRACTS 117 VI.FINANCIAL HIGHLIGHTS 120 6.1 CONDENSED BALANCE SHEET AND STATEMENTS OF COMPREHENSIVE INCOME FOR THE MOST RECENT FIVE FISCAL YEA

12、RS 120 6.2 FINANCIAL ANALYSIS FOR THE MOST RECENT FIVE FISCAL YEAR 124 6.3 SUPERVISORS OR AUDIT COMMITTEES REVIEW REPORT FOR THE MOST RECENT FISCAL YEAR 128 6.4 FINANCIAL STATEMENT OF THE MOST RECENT FISCAL YEAR 129 6.5 PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE MOST RECENT FISCAL YEAR CERTIFI

13、ED BY CPA 129 6.6 THE IMPACT OF CASH FLOW DIFFICULTIES OF THE COMPANY AND ITS AFFILIATES 129 VII.FINANCIAL STATUS,OPERATING RESULTS,AND RISK MANAGEMENT 130 7.1 FINANCIAL STATUS:MAJOR CAUSES OF CHANGES IN ASSETS,LIABILITIES,AND EQUITY OF THE PAST TWO FISCAL YEARS AND THEIR IMPACT,AND FUTURE COUNTERME

14、ASURES AGAINST MATERIAL IMPACTS 130 7.2 FINANCIAL PERFORMANCE:MAJOR CAUSES OF CHANGES IN OPERATING REVENUE,PROFIT FROM OPERATIONS AND PROFIT BEFORE INCOME TAX OF THE PAST TWO ii FISCAL YEARS,THE ESTIMATION OF SALES AND ITS BASIS,AND THE POSSIBLE EFFECTS AND THE COUNTERMEASURES REGARDING THE COMPANYS

15、 FINANCIAL OUTLOOK 130 7.3 CASH FLOW:ANALYSIS OF THE CASH FLOW IN THE MOST RECENT FISCAL YEAR,LIQUIDITY IMPROVEMENT PLAN,AND CASH FLOW ANALYSIS FOR THE FOLLOWING YEAR 130 7.4 MATERIAL CAPITAL EXPENDITURES IN THE MOST RECENT FISCAL YEAR AND THEIR IMPACT ON FINANCIAL AND BUSINESS OPERATIONS 130 7.5 IN

16、VESTMENT POLICY IN THE MOST RECENT FISCAL YEAR,MAIN CAUSES FOR PROFITS OR LOSSES UNDER THE POLICY,IMPROVEMENT PLAN,AND INVESTMENT PLANS FOR THE FOLLOWING YEAR 131 7.6 RISK MANAGEMENT 131 7.7 ADDITIONAL INFORMATION 140 VIII.SPECIAL DISCLOSURES 141 8.1 CHART OF AFFILIATED BUSINESSES 141 8.2 PRIVATE PL

17、ACEMENT SECURITIES 159 8.3 SUBSIDIARIES SHAREHOLDING OR DISPOSITION OF THE COMPANYS SHARES 160 8.4 OTHER SUPPLEMENTARY NOTES 160 IX.OTHER ISSUES 161 1 I.Letters to Shareholders Dear Shareholders,2018 saw the world move into a new and somewhat unsettling geopolitical phase that created risk and uncer

18、tainty worldwide.We saw business growth in the first half of 2018,but decline in the second half due to concern over US-China trade relations.This mirrored the global economic development trend that started 2018 with a positive outlook,then declined,testing the flexibility and responsiveness of the

19、management of corporations.The International Monetary Fund(IMF)revised the 2018 economic growth rate downward to 3.7%.According to Gartner1,the global semiconductor market revenue was US$476.7 billion in 2018,representing an increase of 13.4%over 2017.Gartner estimates that global semiconductor reve

20、nue will reach US$488.9 billion in 2019,representing a marginal growth rate of 2.6%compared to 2018.According to the statistics of IEK ITIS Program of Industrial Technology Research Institute(ITRI),the total production value of the IC Packaging and Testing industry in 2018 amounted to NT$493 billion

21、,growing by 3.4%compared to 2017.The total production value of the IC Packaging market reached NT$344.5 billion,up 3.5%from the previous year,and the IC Test market NT$148.5 billion,growing 3.1%from 2017.The operational performance of the Company and its subsidiaries(referred hereinafter to as“the G

22、roup”)in the past year is as below:Operational Performance in 2018 1.Outcomes of the 2018 Operational Plan The combined revenues of the Group in 2018 amounted to NT$371.1 billion,an increase of approximately NT$80.7 billion compared to the previous year,with an annual growth rate of 27.8%.The combin

23、ed revenues of the business area of IC packaging were NT$214.2 billion,going up by NT$61.8 billion with a growth rate of 40.6%from 2017,mainly attributed to the contributions of Siliconware since it joined the Group on April 30,2018.Further,in the business area of Electronic Contract Manufacturing(E

24、CM),the combined revenues in 2018 grew by NT$17.9 billion at NT$151.9 billion from 2017 with an annual growth rate of 13.4%.2.Budget Execution The Companys Financial Forecast in 2018 was not disclosed.3.Analysis of Financial Expenditures and Profitability In 2018,the Companys paid-in capital was NT$

25、43.2 billion.As specified in the Companys 2018 consolidated financial statement,the total equities owned by the Companys proprietors totaled at NT$203 billion,accounting for 38.1%of the total assets of NT$533.4 billion.The long-term capital assets accounted for 175.7%of those of properties,assets,an

26、d equipment,with a 129%liquidity ratio and a 6.5%return on asset(ROA).The financial ratio was not far from that of the previous year.Moreover,although the combined operating profit ratio of 16.5%in 2018 was slightly lower than that of 18.2%in 2017,the net operating profits rose by 5.6%1 Source:Gartn

27、er:Semiconductor Forecast Database,Worldwide,4Q18 Update,Nolan Reilly,Ben Lee et al.,24 December 2018 The Gartner Report(s)described herein,(the“Gartner Report(s)”)represent(s)research opinion or viewpoints published,as part of a syndicated subscription service,by Gartner,Inc.(“Gartner”),and are not

28、 representations of fact.Each Gartner Report speaks as of its original publication date(and not as of the date of this Annual Report)and the opinions expressed in the Gartner Report(s)are subject to change without notice.2(NT$1.4 billion)from 2017 to NT$26.6 billion in 2018.Net income before taxes w

29、as NT$32 billion,going up by NT$1.1 billion at a 3.6%rate from the previous year.This is attributed to the net income of the Companys proprietors of NT$25.3 billion.We have seen improved profitability in 2018 over 2017.4.Research and Development With the pervasiveness of compute and mobile devices,t

30、echnology related to single-chip integration has gradually matured,a trend in line with Moores Law,which has traditionally driven the efficiency of global microelectronics and semiconductors.The electronics product landscape continues to grow and diversify,driven by increasing demands within Interne

31、t of Things(IoT),High Performance Computing(HPC),Artificial Intelligence(AI),automotive,5G,and more.As such,the semiconductor industry supply chain strives to advance to a more valuable and higher level of system integration.This underscores the significance of heterogeneous integration,which can be

32、 defined as the integration of separately manufactured components into an SiP,providing enhanced functionality and improved performance while maintaining the pace of innovation needed for electronics systems today.The Group continues to progress key technology platforms,such as advanced system packa

33、ging and modulation,flip chip bumping/copper wire,and low and medium pin count packaging.Key products and technologies successfully developed in 2018 are as follows:(1)Flip Chip Packaging(FCP):technically attested process of 7-and 10-nano chips,the 14-and 16-nano copper-electroplating process/Low-K

34、dielectric FCP application and silver-alloy wires for hybrid flip chip ball grid array packages.(2)Wire-bond packaging:the development of second generation advanced embedded component packaging,pressure sensor packaging,the technology of bonding copper/gold wires with ultra-fine spacing and wire int

35、ernals,and Mobile DRAM.(3)Wafer Level Packaging:Silicon Photonic component technology,Through-Wafer Via,glass substrate panel packaging,hexahedral Wafer Level Chip Scale Packaging(WLCSP),Fan-Out PoP Chip product development,and the die-to-wafer fitting process.(4)Advanced packaging and modulation:lo

36、w power consumption antenna design and packaging,bendable substrate panel and packaging,dual side thinning and wireless communication modulation,and 5G antenna packaging product development.Summary of the 2019 Business Plan 1.Operational Guideline of the Group(1)To provide clients with services with

37、 the“highest quality.”(2)To generate long-term and stable profits for the Company and clients.(3)To collaborate with vendors and partners to jointly create prosperity.(4)To train employees to become experts and elites in respective fields.(5)To treat all employees“fairly”and“reasonably.”(6)To provid

38、e employees with a harmonious,enjoyable and open work environment.(7)To maintain operational flexibility whenever possible.3 2.Estimated Sales Volume and Supporting Info Based on the industry prospect,future market demands,and productivity of the Group,the estimated sales volume of the Group in 2019

39、 is as follows:Sales Items Estimated Sales Volume Assembly Approx.28.8 billion units Testing Approx.5.2 billion units 3.Key Production and Sales Policies We founded ASE Technology Holding Co.,Ltd.on Apr.30,2018.This move signified a big leap forward,both for the development of the Group and the enti

40、re semiconductor industry.As the semiconductor industry gradually matures,business models continue to evolve so players can stay competitive.With giants working hand-in-hand,there will undoubtedly be greater talent and capital investment,creating better opportunity to serve clients,deliver technolog

41、y,and increase market share.On the pro forma basis,the Groups revenues for semiconductor packaging and testing reached US$8.2 billion in 2018.Meanwhile,the revenues of ECM operation amounted to a record high of US$5 billion in 2018.System-in-Package(SiP)revenue grew by 14%to US$2.2 billion over 2017

42、.It is expected that growth SiP growth momentum will continue to growth in 2019 and beyond.In 2018,the capital expenditures on our machinery and equipment were mainly spent on the testing operation.The annual growth rate reached 4%reaching 8%by the second half of 2018.This growth momentum is expecte

43、d to continue.Next year,we will continue to increase the capital expenditure in a steady fashion,with the main focuses on the integration of new technologies,Fan-Out Wafer Level Packaging(Fan-Out),and SiP.We will also expand the production base and implement factory automation infrastructure.Our pro

44、duction scale and innovation capacities are our fundamental impetus for continuous growth.And we believe SiP and Fan-Out operations will continue to grow.The Group will forge ahead to work on new development and applications of SiP and Fan-Out,and the integrated solutions of low voltage and embedded

45、 power supply.Future Development Strategies of the Group The Group has experienced two waves of growth that can be attributed to Cu Wire and SiP respectively,and will embrace the next wave as related to heterogeneous integration.Semiconductor designs of the future will no longer comprise a single ch

46、ip or die.Instead,designers will focus on creating holistic systems,essentially,heterogeneous integration through SiP.For ASE,it has become very important to create a cross-functional platform that integrates SiP electronic design automation with domain knowledge.In the future,we may reconsider adju

47、sting four key areas,including business partners,cooperation models,innovation,and economic benefits.Regarding the adjustment of business partners,we will strive to have a voice in the value allocation of the global semiconductor industry,increasing cooperation within and across industries,governmen

48、ts,and academia,while connecting allocated business values.As for cooperation models,we will operate and cooperate with specific global competitors.Regarding innovation,as Moores Law gradually slows down,the heterogeneous integration of IC packaging and testing in the future will determine the effic

49、acy of the execution of Moores Law.Lastly,with respect to economic benefits,processes equipped with AI and Industry 4.0 capabilities will be essential.Impacts of the external competitive,regulatory,and overall operational environments 4 Due to the impact of trade relation concerns between the US and

50、 China,international forecasting institutions have revised down their original optimistic figures.The global economy is being overshadowed by trade protectionism,and US-China trade relations have become intrinsically a political issue.An immense trade deficit lies between both countries and its impa

51、cts cover a wide range of areas,including the industrial and real estate industries.Fortunately,both parties have exercised refrain and it is expected that the trade war will not deteriorate to a greater extent.Even though the US and China have reached consensus recently,the trade war created tempor

52、ary turmoil.The trade issues that lie between both countries still depend on global economic development.The Group has plans at the global level and will respond to market development and client demands to make flexible deployment and adjustment of production capacities in order to minimize the impa

53、cts.For the outlook in 2019,as uncertainties still exist domestically and internationally,we will not only keep a watchful eye on international economic trends,but also continuously strive for stability and growth.Jason C.S.Chang,Chairman 5 Executive Summary Unit:NT$in millions Consolidated financia

54、l statements(Notes 1)2014 2015 2016 2017 2018 Operating revenue 256,591.4 283,302.5 274,884.1 290,441.2 371,092.4 Gross profit 53,588.5 50,135.2 53,187.2 52,732.3 61,163.1 Profit from operations 29,645.9 24,884.6 26,660.4 25,218.6 26,647.7 Profit before income tax 28,548.2 25,006.9 27,984.8 30,928.9

55、 32,047.4 Net income 24,281.6 20,167.7 22,893.5 24,667.4 26,463.8 Total comprehensive income 29,785.1 20,020.1 14,934.2 20,067.0 25,611.2 Diluted earnings per share after retroactive adjustment(NT$/share)5.91 4.82 4.73 5.23 5.84 Cash dividend(NT$/share)2.00379984 1.59718596 1.3776534 8.9(Notes 2)(No

56、tes 3)Property,plant and equipment 151,587.1 149,997.1 143,880.2 135,168.4 214,592.6 Total equity 158,438.0 168,138.5 169,326.8 204,001.5 220,670.5 Total assets 333,984.8 365,006.2 357,922.5 363,857.8 533,371.2 Number of employees 68,100 65,789 66,711 68,753 93,891 Total market value(Notes 4)299,484

57、.7 300,570.2 262,578.1 333,328.2 251,951.0 Notes 1:According to the Joint Share Exchange Agreement signed after the resolution the Boards of ASE and SPIL in June 2016,ASE Holding Co.,viewed as a restructured organization under mutual control of ASE and SPIL,is a assumption of ASE in reality.Therefor

58、e,20142017 financial information was based on the disclosure of the contents of ASEs consolidated financial statements.Notes 2:Inclusive of the amount of cash paid to the capital reserve at US$0.1 per share.Notes 3:Will be Finalized after approval in General Shareholders Meeting.Notes 4:Total market

59、 value=end-of-year closing price outstanding shares 0.050,000.0100,000.0150,000.0200,000.0250,000.0300,000.0350,000.0400,000.020142015201620172018Unit:NT$MillionYearAnnual operating revenue 6 0.010,000.020,000.030,000.040,000.050,000.060,000.070,000.020142015201620172018Unit:NT$MillionYearAnnual gro

60、ss profit0.05,000.010,000.015,000.020,000.025,000.030,000.035,000.020142015201620172018Unit:NT$MillionYearAnnual profit from operations0.0100,000.0200,000.0300,000.0400,000.0500,000.0600,000.020142015201620172018Unit:NT$MillionYearAnnual Total assets0.050,000.0100,000.0150,000.0200,000.0250,000.0300

61、,000.0350,000.020142015201620172018Unit:NT$MillionYearAnnual total market value 7 II.Company Profile 2.1 Date of Establishment:April 30,2018 2.2 Milestones:Company milestones are as follows:Feb.2018:Advanced Semiconductor Engineering,Inc.(ASE)and Siliconware Precision Industries Co.,Ltd.(SPIL)are co

62、mmitted to providing high-quality,efficient,and comprehensive assembly and testing services to ensure the future development and sustainability of the semiconductor industry.The companies have jointly established a new holding company that ensures fairness,reciprocity,and mutual benefits.After gaini

63、ng majority approval in the ASE and SPIL Extraordinary General Meeting respectively held on February 12,2018,ASE Technology Holding Co.,Ltd.was formally established through Joint Share Exchange Agreement,and the request for listing on the Taiwan Stock Exchang was submitted pursuant to regulations.Ap

64、r.2018:Following approval by the Taiwan Stock Exchange on March 26,2018,ASE and SPIL suspended the public trading of company shares on 30 April 2018.ASE Technology Holding Co.,Ltd.listed on the Taiwan Stock Exchang on the same day in the Semiconductor Industry category(TWSE code:3711).Jan.2019 In or

65、der to integrate all resources and enhance the operational effectiveness of the Group,the Board of Directors made the resolution in December 2018 that the Company merges with USI Global Inc.,the Companys subsidiary which the Company holds 100%of the subsidiarys shares.The reference date is set to be

66、 Jan.31,2019.After the merger,the Company becomes the surviving company and USI Global Inc.becomes the dissolved company.Mr.Jason C.S.Chang,Chairman of the Company has been awarded an honorary Ph.D.in Engineering by National Sun Yat-sen University,as a recognition for his contribution to the semicon

67、ductor industry.8 III.Corporate Governance 3.1 Organization 3.1.1 Organizational Chart:9 3.1.2 Major Corporate Operations:Office of Chairman and Chief Executive Officer Department of ASE Group Audit:Internal control,risk management,and assessment and confirmation of the validity of the governance pr

68、ocedures.ASE Group Operation Center Office of the Group Chief Operating Officer:The compilation of the Groups management reports,review,and analysis of the effectiveness of the Groups investment expenditures,coordination and integration across manufacturing plants,and implementation of the Groups po

69、licies.ASE Group Staff Center Office of the Group Chief Officer of Staff:Strategical and market planning,including research into and planning of the industry and market trends,the Companys operational performance,operational investment,and strategies.ASE Group Financial Center Department of ASE Grou

70、p Accounting Control:Setting the Groups consolidated accounting policies and monitoring the compliance of Groups subsidiaries,generating consolidated financial statements,integrating and analyzing the Groups financial data,controlling the financial statements of the subsidiaries.Department of ASE Gr

71、oup Board Secretariat:Agenda management of functional committees,General Shareholders Meetings,Board of Directors Meetings,publication of disclosed information(including material information)and reporting of public announcements,application and reporting of external investment cases(investment in Ma

72、inland China),generation and management of the Groups annual reports in Chinese and English,communication and coordination with competent authorities(Taiwan stock exchanges and Investment Commission),monitoring and management of information to be disclosed by the Groups subsidiaries.Department of AS

73、E Group Finance:Investment assessment and planning,financial risk management,and capital movement.Department of ASE Group Projects:Integration and analysis of management reports,financial support of the ASEH,account operations,cost management,financial statement analysis,financial management,mainten

74、ance and development of the automation of report generation systems,stock affairs,etc.Department of the Group Internal Control and Management:Assessment and recommendation of the making of internal policies,operational procedures,management measures,and operational standards.Effectiveness evaluation

75、 of programming of the internal control system,disclosure of the group enterprise risk and promotion for the policies of enterprise risk management committee.Department of ASE Group Investor Relations:Management and maintanance of the relationship between the companies and investors.Communicating wi

76、th the capital markets about the operational performance of the companies,strategical directions,fund allocation,corporate governance,Providing feedback on the suggestions and thoughts of the investors and capital markets about the companies to the management teams.Department of ASE Group Public Rel

77、ations:Managing the Companys corporate images,establishing and maintaining the relationship with the media and other stakeholders,publishing disclosed information,planning and executing PR events,and risk handling.10 ASE Group Administration Center:Handling the Groups legal affairs,constructing and

78、executing the Groups compliance topics,being responsible for the Groups corporate governance,and handling the Groups external relations.Department of the ASE Group Corporate Sustainability:Performance reporting,implementation,and management of corporate sustainability,including issues such as corpor

79、ate governance,risks,compliance,climate change,research and development,innovation,environmental safety and health,employee care and development,supply chain management,and social engagement.11 3.2 Information of Directors,Supervisors,General Manager,Vice Presidents,Assistant Vice Presidents,Officer

80、s of Departments and Branches:3.2.1 Information Regarding Directors(Date of this Annual Report:February 28,2019)Unit:Shares Title Nationality or Place of Registration Name Gender Date Elected Term Date First Elected Shareholding when Elected Current Shareholding*Current Shareholding of Spouse&Minor

81、Children*Shareholding in the Name of Others*Major Education and Work Experience Current Positions at the Company or Other Companies*Other Officers,Directors or Supervisors who are the Spouse or a Relative Within Two Degrees of Kinship Shares%Shares%Shares%Shares%Title Name Relation Director Hong Kon

82、g A.S.E.Enterprises Limited 2018.06.21 3 years 2018.02.12 684,327,886 15.84%684,327,886*15.83%Director(Representative)Singapore Jason C.S.Chang(Chairman)M B.S.in Electrical Engineering,National Taiwan University M.S.in Electrical Engineering,Illinois Institute of Technology Vice Chairman Director Ri

83、chard Chang Rutherford Chang Brother Son Hong Kong Richard H.P.Chang(Vice Chairman)M B.S.in Industrial Engineering,Chung Yuan Christian University Chairman Jason Chang Brother R.O.C.Bough Lin M B.S.in Electrophysics,National Chiao Tung University Honorary Doctor,National Chiao Tung University R.O.C.

84、Chi-Wen Tsai M B.S.in Electrical Engineering,National Taipei University of Technology R.O.C.Tien Wu M Ph.D.in Applied Mechanics,University of Pennsylvania R.O.C.Joseph Tung M M.B.A.,University of Southern California Vice President of Corporate Finance,Citibank R.O.C.Raymond Lo M B.S.in Electrophysic

85、s,National Chiao Tung University R.O.C.TS Chen M B.S.in Industrial Engineering and Management,Chung Yuan Christian University R.O.C.Jeffrey Chen M M.B.A.,University of British Columbia Vice President,Bankers Trust Company Taipei Branch Director U.S.A.Rutherford Chang M 2018.06.21 3 years 2018.02.12

86、1,577,647 0.04%1,577,647 0.04%B.S.in Psychology,Wesleyan University Chairman Jason Chang Father Independent Director R.O.C.Sheng-Fu You M 2018.06.21 3 years 2018.06.21 2,388 0.00%B.A.in Accounting,College of Management,National Taiwan University M.S.in Accounting,National Chengchi University Indepen

87、dent Director U.S.A.Ta-Lin Hsu M 2018.06.21 3 years 2018.06.21 B.S.in Physics,National Taiwan University M.S.in Physics,NYU Tandon School of Engineering Ph.D.in Electrical Engineering,University of California,Berkeley Independent Director R.O.C.Mei-Yueh Ho F 2018.06.21 3 years 2018.06.21 B.S.in Agri

88、cultural Chemistry,National Taiwan University *Shares are calculated up to the Date of this Annual Report.*As of the Date of this Annual Report,the number of pledged shares was 124,235,761shares.*See table below 12 Current positions of the directors(and officers)of the Company:Jason C.S.Chang ASE Te

89、chnology Holding Co.,Ltd.CEO,Chairman,and Director(representative)Advanced Semiconductor Engineering,Inc.Chairman,and Director(representative)J&R Industrial Inc.Chairman and Director(representative)ASE Test Inc.Chairman and Director(representative)ASE Test Holding,Ltd.Director A.S.E.Holding Ltd.Dire

90、ctor J&R Holding Ltd.Director Innosource Ltd.Director ASE Test Limited(Singapore)Director ASE Investment(Kunshan)Limited Chairman ASE Mauritius Inc.Director ASE Corporation Director ASE Labuan Inc.Director Alto Enterprises Ltd.Director Super Zone Holdings Ltd.Director Anstock Limited Director Anstoc

91、k II Limited Director Shanghai Ding Hui Real Estate Development Co.,Ltd.Chairman Shanghai Ding Wei Real Estate Development Co.,Ltd.Chairman Shanghai Ding Yu Real Estate Development Co.,Ltd.Chairman KunShan Ding Hong Real Estate Development Co.,Ltd.Chairman Shanghai Ding Qi Property Management Co.,Lt

92、d Chairman Shanghai Ding Fan Department Store Co.,Ltd.Chairman Shanghai Dingxu Property Management Co.,Ltd.Chairman Wealthy Joy Co.Ltd.Director Beijing Dinggu Dinghao Industrial Co.,Ltd.Director Shanghai Ding Rong Real Estate Development Co.,Ltd.Director Chongqing Dinggu Real Estate Development Co.,

93、Ltd.Director Shanghai Ding Xin Properties Co.,Ltd.Director Kunshan Ding Yao Real Estate Development Co.,Ltd.Supervisor Shanghai Ding Jia Real Estate Development Co.,Ltd.Supervisor Shanghai Ding Tong Real Estate Development Co.,Ltd.Supervisor Shanghai Hong Xiang Land Investment Co.,Ltd.Supervisor Sha

94、nghai Ming Long Construction and Development Co.,Ltd.Supervisor Shanghai Ding Yi Real Estate Development Co.,Ltd.Director True Elite Holdings Limited Director Wenzhou Hongde Construction Development Co.,Ltd.Director Forest Symbol Limited Director Excellent Worth Holdings Limited Director ASE Enterpr

95、ises Director Ding-Chang Investment Co.,Ltd.Director Ding-Ku Investment Co.,Ltd.Director Wan-Chang Investment Co.,Ltd.Director Wan-Ya Investment Co.,Ltd.Director Wei-Tung Investment Co.,Ltd.Director Rei-Chang Investment Co.,Ltd.Director Shao-Chang Investment Co.,Ltd.Director Jai-Cing Investment Co.,

96、Ltd.Director Jai-Ying Investment Co.,Ltd.Director Ming-Tung Investment Co.,Ltd.Director Ming-Shiang Investment Co.,Ltd.Director Chi-Chang Investment Co.,Ltd.Director Value Tower Limited Director Aintree Limited Director JC Holdings Limited Director Richard H.P.Chang ASE Technology Holding Co.,Ltd.Vi

97、ce Chairman,General Manager and Director(representative)J&R Industrial Inc.Director(representative)Innosource Ltd.Director Omniquest Industrial Ltd.Director ASE Test Limited(Singapore)Director A.S.E.Holding Ltd.Director J&R Holding Ltd.Director GAPT-Cayman Director Advanced Semiconductor Engineering

98、(HK)Limited Chairman Alto Enterprises Ltd.Director Super Zone Holdings Ltd.Director Anstock Limited Director Universal Global Electronics Co.,Ltd.Director Real Tech Holdings Limited Director Sino Horizon Holdings Limited Chairman Wealthy Joy Co.Ltd.Director Peak Vision International Limited Director

99、 Peak Paramount International Limited Director Great Sino Development Ltd.Director Sino Engine Group Limited Director Fairwheel Holdings Limited Director Imperial Corporation Limited Director Beijing Dinggu Dinghao Industrial Co.,Ltd.Chairman Shanghai Ding Gu Properties Co.,Ltd.Chairman Shanghai Din

100、g Jia Real Estate Development Co.,Ltd.Chairman Shanghai Ding Tong Real Estate Development Co.,Ltd.Chairman Shanghai Hong Xiang Land Investment Co.,Ltd.Chairman Shanghai Ming Long Construction and Development Co.,Ltd.Chairman Shanghai Ding Rong Real Estate Development Co.,Ltd.Chairman Shanghai Ding L

101、in Real Estate Development Co.,Ltd.Chairman Shanghai Ding Xin Properties Co.,Ltd.Chairman Kunshan Ding Yao Real Estate Development Co.,Ltd.Chairman Chongqing Dinggu Real Estate Development Co.,Ltd.Chairman Shanghai Sun Moon Light Department Stores Co.,Ltd.Director Chongqing Dinggu Property Managemen

102、t Co.,Ltd.Executive Director Shanghai Ding Yi Real Estate Development Co.,Ltd.Chairman Wuxi Ding Gu Real Estate Development Co.,Ltd.Executive Director Wenzhou Hongde Construction Development Co.,Ltd.Director Chongqing Dinggu Market Management Co.,Ltd.Executive Director Shanghai Ding Gu Property Mana

103、gement Co.,Ltd.Executive Director Shanghai He Meng Supermarket Management Co.,Ltd.Executive Director ASE Enterprises Director Warm Land Development Ltd.Director Jai-Ying Investment Co.,Ltd.Director Ming-Shiang Investment Co.,Ltd.Director Ming-Tung Investment Co.,Ltd.Director Rei-Chang Investment Co.

104、,Ltd.Director Jai-Cing Investment Co.,Ltd.Director Wei-Tung Investment Co.,Ltd.Director 13 Shao-Chang Investment Co.,Ltd.Director Chi-Chang Investment Co.,Ltd.Director Ding-Chang Investment Co.,Ltd.Director Wan-Chang Investment Co.,Ltd.Director Wan-Ya Investment Co.,Ltd.Director Ding-Ku Investment C

105、o.,Ltd.Director Bough Lin ASE Technology Holding Co.,Ltd.Director(representative)Siliconware Precision Industries Co.,Ltd.Chairman and Director(representative)SPIL(B.V.I.)Holding Limited Director Siliconware Investment Co.,Ltd.Director(representitive)Siliconware USA,Inc.Director Chi-Wen Tsai ASE Tec

106、hnology Holding Co.,Ltd.Director(representative)Siliconware Precision Industries Co.,Ltd.Vice Chairman and Director(representative)Siliconware Investment Co.,Ltd.Director(representitive)Siliconware USA,Inc.Director SPIL(Cayman)Holding Limited Director Siliconware Technology(Suzhou)Ltd.Director Silic

107、onware Electronics(Fujian)Ltd.Director Tien Wu ASE Technology Holding Co.,Ltd.Group COO,and Director(representative)Advanced Semiconductor Engineering,Inc.CEO,and General Manager ASE Electronics Inc.Chairman(representative)ASE(Shanghai)Inc.Chairman ASE(Kunshan)Inc.Chairman ASE(Korea)Inc.Director ASE

108、 Electronics(Malaysia)Sdn.Bhd.Chairman ISE Labs,Inc.Chairman ASE Singapore Pte.Ltd.Chairman ASE Japan Co.,Ltd.Director ASE Marketing&Service Japan Co.,Ltd.Director GAPT-Cayman Director ASE Assembly&Test(Shanghai)Limited Chairman Suzhou ASEN Semiconductors Co.,Ltd.Chairman ASE(Weihai)Inc.Chairman Wux

109、i Tongzhi Microelectronics Co.,Ltd.Chairman ISE labs,China.Ltd.Chairman USI Inc.CEO and Director(representative)Joseph Tung ASE Technology Holding Co.,Ltd.Group CFO,and Director(representative)Advanced Semiconductor Engineering,Inc.CFO,and Director(representative)J&R Industrial Inc.Director(represen

110、tative)ASE Japan Co.,Ltd.Supervisor ASE Marketing&Service Japan Co.,Ltd.Supervisor Innosource Ltd.Director J&R Holding Ltd.Director A.S.E.Holding Ltd.Director Omniquest Industrial Ltd.Director ASE Test Holding,Ltd.Director ASE(Korea)Inc.Director ASE Electronics(Malaysia)Sdn.Bhd.Director ASE Mauritiu

111、s Inc.Director ASE Labuan Inc.Director ASE Corporation Director Alto Enterprises Ltd.Director Anstock Limited Director Lu-Chu Development Corporation Director(representative)Wuxi Tongzhi Microelectronics Co.,Ltd.Supervisor Advanced Microelectronic Products Inc.Director(representative)TLJ Intertech I

112、nc.Director and General Manager Asia Pacifical Emerging Industry Venture Capital Co.,Ltd.Director(representative)Raymond Lo ASE Technology Holding Co.,Ltd.Director(representative)Advanced Semiconductor Engineering,Inc.Director(representative)and General Manager of the Kaohsiung Plant ASE Test Inc.Di

113、rector(representative)and General Manager TS Chen ASE Technology Holding Co.,Ltd.Director(representative)Advanced Semiconductor Engineering,Inc.Director(representative)and General Manager of the Chungli Plant ASE Test Inc.Director(representative)ASE(Weihai)Inc.Director ASE(Kunshan)Inc.Director Lu-Ch

114、u Development Corporation Director(representative)Suzhou ASEN Semiconductors Co.,Ltd.Supervisor Universal Scientific Industrial(Shanghai)Co.,Ltd.Director Jeffrey Chen ASE Technology Holding Co.,Ltd.Director(representative)Advanced Semiconductor Engineering,Inc.Director(representative)and General Man

115、ager ASE Test Inc.Director(representative)ASE(Shanghai)Inc.Supervisor ASE(Kunshan)Inc.Supervisor ASE(Korea)Inc.Supervisor ASE(Weihai)Inc.Supervisor Wuxi Tongzhi Microelectronics Co.,Ltd.Director ASE Test Limited(Singapore)Director ASE Test Holdings Ltd.Director Omniquest Industrial Ltd.Director ISE

116、Labs,Inc.Director ASE Assembly&Test(Shanghai)Limited Supervisor Shanghai Ding Hui Real Estate Development Co.,Ltd.Director ASE Electronics Inc.Director(representative)Advanced Semiconductor Engineering(HK)Limited Director Suzhou ASEN Semiconductors Co.,Ltd.Director Shanghai Ding Wei Real Estate Deve

117、lopment Co.,Ltd.Director Shanghai Ding Yu Real Estate Development Co.,Ltd.Director KunShan Ding Hong Real Estate Development Co.,Ltd.Director Shanghai Ding Qi Property Management Co.,Ltd.Director Shanghai Ding Fan Department Store Co.,Ltd.Director Shanghai Dingxu Property Management Co.,Ltd.Director

118、 Super Zone Holdings Ltd.Director USI Inc.Chairman and Director(representative)Huntington Holdings International Co.Ltd.Director Mercuries and Associates Holding Ltd.Independent Director,Member of the Audit Committee and Member of the Compensation Committee Universal Scientific Industrial Co.,Ltd Di

119、rector(representative)Universal Scientific Industrial(Shanghai)Co.,Ltd.Chairman Universal Scientific Industrial(Kunshan)Co.,Ltd.Chairman USI Enterprise Limited Director Universal Global Technology(Kunshan)Co.,Ltd.14 Chairman Universal Global Technology Co.,Limited Director Universal Global Industria

120、l Co.,Limited Director Universal Global Scientific Industrial Co.,Ltd.Director(representative)USI Electronics(Shenzhen)Co.,Ltd.Director Universal Global Technology(Shanghai)Co.,Ltd.Chairman Universal Global Electronics(Shanghai)Co.,Ltd.Chairman Rutherford Chang ASE Technology Holding Co.,Ltd.Directo

121、r Advanced Semiconductor Engineering,Inc.Director(representative)ASE Test Inc.Director(representative)ASE Investment(Kunshan)Limited Director Universal Scientific Industrial(Shanghai)Co.,Ltd.Director USI Inc.Director(representative)Beijing Dinggu Dinghao Industrial Co.,Ltd.Director Sheng-Fu You ASE

122、Technology Holding Co.,Ltd.Independent Director,Member of the Audit Committee,Member of the Compensation Committee Advanced Semiconductor Engineering,Inc.Member of the Compensation Committee Arima Lasers Corp.Director Dynapack International Technology Corporation Supervisor San Fu Chemical Co.,Ltd.S

123、upervisor Arima Communications Corp.Director Ta-Lin Hsu ASE Technology Holding Co.,Ltd.Independent Director,Member of the Audit Committee,Member of the Compensation Committee Advanced Semiconductor Engineering,Inc.Member of the Compensation Committee H&Q Asia Pacific President and Founder H&Q Asia P

124、acific,Ltd.Chairman Mei-Yueh Ho ASE Technology Holding Co.,Ltd.Independent Director,Member of the Audit Committee Au Optronics Corp.Independent Director and Member of the Audit Committee Bank of Kaohsiung Independent Director,Member of the Audit Committee,Member of the Compensation Committee Kinpo E

125、lectronics,Inc.Independent Director,Member of the Audit Committee,Member of the Compensation Committee David Pan ASE Technology Holding Co.,Ltd.Group Chief of Staff ASE Marketing&Service Japan Co.,Ltd.Director ASE Japan Co.,Ltd.Director ASE Test Holdings,Ltd.Director ISE Labs,Inc.Director ASE Test I

126、nc.Director(representative)Lu-Chu Development Corporation Chairman and Director(representative)TLJ Intertech Inc.Chairman and Director(representative)MingFung Information Service Corp.,Ltd.Chairman and Director(representative)ASE Electronics Inc.Supervisor(representative)USI Inc.-Director(representa

127、tive)Dtuang Wang ASE Technology Holding Co.,Ltd.Group CAO Advanced Semiconductor Engineering,Inc.Director(representative),CAO Advanced Semiconductor Engineering(China)Ltd.Chairman and General Manager Universal Scientific Industrial(Shanghai)Co.,Ltd.Director ASE Cultural and Educational Foundation Di

128、rector and CEO Hung Ching Development&Construction Co.,Ltd.Director Hung Chin Hsin Co.,Ltd.Director Sino Horizon Holdings Limited Director Chang Yao Hong-Ying Social Welfare&Charity Foundation CEO Murphy Kuo ASE Technology Holding Co.,Ltd.VP and Group Controller Advanced Semiconductor Engineering,In

129、c.VP and Controller ASE Test Inc.-Supervisor(representative)Anstock II Limited Director Lu-Chu Development Corporation Director(representative)Alan Li ASE Technology Holding Co.,Ltd.VP Anstock Limited II Director ASE Test Inc.Director(representative)Lu-Chu Development Corporation Director(representa

130、tive)TLJ Intertech Inc.Director(representative)Advanced Semiconductor Engineering(China)Ltd.Supervisor USI Inc.Director(representative)Anne Chang ASE Technology Holding Co.,Ltd.VP ASE Test Inc.Director(representative)Peili Shen ASE Technology Holding Co.,Ltd.VP Eddie Chang ASE Technology Holding Co.

131、,Ltd.VP Lu-Chu Development Corporation Supervisor MingFung Information Service Corp.,Ltd.Supervisor(representitive)15 Table 1.1 List of Main Shareholders of the Directors that are Institutional Shareholders February 28,2019 Institutional Shareholder Main Shareholder of Institutional Shareholder Shar

132、eholding Ratio A.S.E.Enterprises Limited Aintree Limited 100.00%Table 1.2 List of Main Shareholders of the Institutional Shareholders Whose Main Shareholders are Institutional Holders February 28,2019 Institutional Shareholder Main Shareholder of Institutional Shareholder Shareholding Ratio Aintree

133、Limited JC Holdings Limited 100.00%16 Table 1.3 Professional Background and Independence of Directors(2019.02.28)Criteria Name Has at least 5 years of work experience and meet one of the following professional qualifications Qualification regarding the independence criteria Number of other public co

134、mpanies in which subject serves as independent director An instructor or higher in a department of commerce,law,finance,accounting,or other academic department related to the business needs of the Company in a public or private junior college,college,or university A judge,public prosecutor,attorney,

135、certified public accountant,or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the Company Have work experience in the area of commerce,law,finance,or accounting,or other field necessary for

136、 the business of the Company 1.Not an employee of the Company or any of its affiliates 2.Not a director or supervisor of the Company or any of its affiliates.The same does not apply,however,in cases where the person is an independent director of the Company,its parent company,or any subsidiary,as ap

137、pointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary 3.Not a natural-person shareholder who holds shares,together with those held by the persons spouse,minor children,or held by the person under other names,in an aggregate amount of one pe

138、rcent or more of the total number of issued shares of the company or ranking as one of its top ten shareholders 4.Not a spouse,relative within the second degree of kinship,or lineal relative within the third degree of kinship,of any of the above persons in the preceding three subparagraphs 5.Not a d

139、irector,supervisor,or employee of a institutional shareholder that directly holds five percent or more of the total number of issued shares of the Company or ranking as one of its top five shareholders 6.Not a director,supervisor,officer,or shareholder holding five percent or more of the shares of a

140、 specified company or institution that has a financial or business relationship with the Company 7.Not a professional individual who,or an owner,partner,director,supervisor,or officer of a sole proprietorship,partnership,company,or institution that provides commercial,legal,financial,accounting serv

141、ices or consultation to the Company or to any affiliate of the Company,or a spouse thereof,8.Not having a marital relationship,or a relative within the second degree of kinship to any other director of the Company 9.Not subject to any of the conditions defined in Article 30 of the Company Law 10.Not

142、 a governmental or juridical person or its representative as defined in Article 27 of the Company Law Jason C.S.Chang V V V 0 Richard H.P.Chang V V V V 0 Bough Lin V V V V V V V V 0 Chi-Wen Tsai V V V V V V V V 0 Tien Wu V V V V V V V V 0 Joseph Tung V V V V V V V 0 Raymond Lo V V V V V V V V 0 TS C

143、hen V V V V V V V V 1 Jeffrey Chen V V V V V V V 0 Rutherford Chang V V V V V V V 0 Sheng-Fu You V V V V V V V V V V V V V 0 Ta-Lin Hsu V V V V V V V V V V V 0 Mei-Yueh Ho V V V V V V V V V V V 3 17 3.2.2 Information Regarding Management Team Unit:Shares(actual number of shares as of the date of thi

144、s annual report)Title Nationality Name Gender On-board Date Shareholding Spouse&Minor Shareholding by Nominee Arrangement Education&Selected Past Positions Current Positions at Other Companies Officers who are the Spouse or a Relative Within Two Degrees of Kinship Shares%Shares%Shares%Title Name Rel

145、ation Group CEO Singapore Jason C.S.Chang M 2018.04 4,836,678 0.11%160,000 0.00%944,516,028*21.85%B.S.in Electrical Engineering,National Taiwan University M.S.in Electrical Engineering,Illinois Institute of Technology Please refer to page 12 Vice Chairman Richard H.P.Chang Brother Director Rutherfor

146、d Chang Son General Manager Hong Kong Richard H.P.Chang M 2018.04 124,175,228 2.87%B.S.in Industrial Engineering,Chung Yuan Christian University Please refer to page 12 Chairman Jason C.S.Chang Brother Group COO R.O.C.Tien Wu M 2018.04 3,877,473 0.09%Ph.D.in Applied Mechanics,University of Pennsylva

147、nia Please refer to page 13 Group CFO R.O.C.Joseph Tung M 2018.04 2,602,954 0.06%137,457 0.00%M.B.A.,University of Southern California Vice President of Corporate Finance,Citibank Please refer to page 13 Group Chief of Staff R.O.C.David Pan M 2018.08 925,015 0.02%B.S.in Physics,Illinois Institute of

148、 Technology Ph.D.in Physics,University of California,Berkeley Please refer to page 14 Group CAO R.O.C.Dtuang Wang M 2018.04 50,000 0.00%Ph.D.in Law,National Chengchi University Member,Fair Trade Commission Professor and Dean,School of Law,Ming Chuan University Chief Secrectory,Bureau of Standards,Me

149、trology and Inspection Research Associate,Institute of International Relations Head of Department of Law Affairs,Hung Ching Development&Construction Co.,Ltd.Please refer to page14 Vice President and Group Controller R.O.C.Murphy Kuo M 2018.04 160,500 0.00%M.B.A.,Boston University Please refer to pag

150、e 14 Vice President R.O.C.Alan Li M 2018.04 210,091 0.00%M.B.A.,University of California Please refer to page 14 Vice President R.O.C.Anne Chang F 2018.04 642,238 0.01%56,473 0.00%Master of Management Science in Industrial and Information Management,National Cheng Kung University Please refer to pag

151、e 14 Vice President R.O.C.Peili Shen F 2018.08 67,582 0.00%38 0.00%B.S.,Finance,National Taiwan University Please refer to page14 Vice President R.O.C.Eddie Chang M 2018.04 60,506 0.00%M.B.A.,University of Massachusetts Please refer to page 14 *The number of pledged shares was 124,235,761shares.18 3

152、.3 Remuneration for Directors,Supervisors,General Manager,and Vice President 3.3.1 Remuneration for Directors December 31,2018 Units:Shares in thousands;NT$in thousands Title Name Directors remuneration Total Remuneration(A+B+C+D)as a percentage of net income after tax Remuneration from concurrent p

153、osition as employee Base Compensation(A)Severance Pay and Pensions(B)Compensation to Directors(C)*Allowances(D)Base Compensation,Bonuses,and Allowances(E)*ASEH From All Consolidated Entities ASEH From All Consolidated Entities ASEH From All Consolidated Entities ASEH From All Consolidated Entities A

154、SEH From All Consolidated Entities ASEH From All Consolidated Entities Director A.S.E.Enterprises Limited 4,725 4,725 34,070 34,070 0.15%0.15%287,973 287,973 Director(representative)Jason C.S.Chang(Chairman)Richard H.P.Chang(Vice Chairman)Bough Lin Chi-Wen Tsai Tien Wu Joseph Tung Raymond Lo TS Chen

155、 Jeffrey Chen Director Rutherford Chang Independent Director Sheng-Fu You Independent Director Ta-Lin Hsu Independent Director Mei-Yueh Ho Title Name Remuneration from concurrent position as employee Total Compensation(A+B+C+D+E+F+G)as a percentage of net income after tax Compensation Paid to Direct

156、ors from Non-consolidated Affiliates Severance Pay and Pensions(F)*Profit distribution for employee remuneration(G)*ASEH From All Consolidated Entities ASEH From All Consolidated Entities ASEH From All Consolidated Entities Cash Stock Cash Stock Director A.S.E.Enterprises Limited 267 267 293,244 293

157、,244 2.46%2.46%None Director(representative)Jason C.S.Chang(Chairman)Richard H.P.Chang(Vice Chairman)Bough Lin Chi-Wen Tsai Tien Wu Joseph Tung Raymond Lo TS Chen Jeffrey Chen Director Rutherford Chang Independent Director Sheng-Fu You Independent Director Ta-Lin Hsu Independent Director Mei-Yueh Ho

158、*Director and employee remuneration amounted to NT$34.070 million and NT$45.430 million,respectively(paid in cash)for 2018 as decided in the Meeting of the Board of Directors 19 held on March 28,2019.The allocation of employee bonuses was not yet available on the date of this annual report.Therefore

159、,allocations are based on the actual allocations of the previous year.Allocations will be determined after the approval in the General Shareholders Meeting for the year*Total severance pay and retirement pensions belong to the contribution of retirement benefit expenses.*：The amount of this column d

160、oes not include the Employee Stock Options Expenses of the Company and all the companies listed in the financial report,which is NT$5,471 thousand.Range of Remuneration Remuneration Range of Directors Names of Directors Total renumeration(A+B+C+D)Total renumeration(A+B+C+D+E+F+G)ASEH From All Consol

161、idated Entities ASEH From All Consolidated Entities Less than NT$2,000,000 Sheng-Fu You,Ta-Lin Hsu,Mei-Yueh Ho Sheng-Fu You,Ta-Lin Hsu,Mei-Yueh Ho Bough Lin,Chi-Wen Tsai,Tien Wu,Sheng-Fu You,Ta-Lin Hsu,Mei-Yueh Ho Sheng-Fu You,Ta-Lin Hsu,Mei-Yueh Ho NT$2,000,000(incl.)-NT$5,000,000 Jason C.S.Chang,R

162、ichard H.P.Chang,Bough Lin,Chi-Wen Tsai,Tien Wu,Joseph Tung,Raymond Lo,TS Chen,Jeffrey Chen,Rutherford Chang Jason C.S.Chang,Richard H.P.Chang,Bough Lin,Chi-Wen Tsai,Tien Wu,Joseph Tung,Raymond Lo,TS Chen,Jeffrey Chen,Rutherford Chang Joseph Tung,Raymond Lo,TS Chen,Jeffrey Chen,Rutherford Chang Ruth

163、erford Chang NT$5,000,000(incl.)-NT$10,000,000 NT$10,000,000(incl.)-NT$15,000,000 NT$15,000,000(incl.)-NT$30,000,000 Richard H.P.Chang NT$30,000,000(incl.)-NT$50,000,000 NT$50,000,000(incl.)-NT$100,000,000 Jason C.S.Chang Richard H.P.Chang,Bough Lin,Chi-Wen Tsai,Tien Wu,Joseph Tung,Raymond Lo,TS Che

164、n,Jeffrey Chen NT$100,000,000 and above Jason C.S.Chang Total 20 3.3.2 Renumeration for Supervisors The Board of Directors were re-elected during the General Shareholders Meeting held on June 21,2018.Three independent directors were appointed to form an audit committee to replace the supervisors on

165、June 22,2018.3.3.3 Remuneration for General Manager and Vice Presidents December 31,2018 Units:Shares in thousands;NT$in thousands Title Name Salary(A)*Severance Pay and Pensions(B)*Bonuses and Allowances(C)Employee remuneration from profit distribution(D)*Total Compensation(A+B+C+D)as a percentage

166、of net income after tax Compensation Received from Non-consolidated Affiliates ASEH From All Consolidated Entities ASEH From All Consolidated Entities ASEH From All Consolidated Entities ASEH From All Consolidated Entities ASEH From All Consolidated Entities Cash Stock Cash Stock Group CEO Jason C.S

167、.Chang 9,160 120,829 57,074 45,430 185,138 0.22%1.44%None General Manager Richard H.P.Chang Group COO Tien Wu Group CFO Joseph Tung Group Chief of Staff David Pan Group CAO Dtuang Wang Vice President and Group Controller Murphy Kuo Vice President Alan Li Vice President Anne Chang Vice President Peil

168、i Shen Vice President Eddie Chang*Please refer to the first footnote on Page19 for details.*Total severance pay and retirement pensions belong to the contribution of retirement benefit expenses.*The amount of this column does not include the Employee Stock Options Expenses of the Company and all the

169、 companies listed in the financial report,which is NT$1,326 thousand and NT$3,880 thousand respectively.21 Range of Compensation Remuneration Range of General Manager and Vice Presidents Names of General Manager and Vice Presidents ASEH From All Consolidated Entities Less than NT$2,000,000 Tien Wu,J

170、oseph Tung,David Pan,Dtuang Wang,Murphy Kuo,Alan Li,Anne Chang,Peili Shen,Eddie Chang NT$2,000,000(incl.)-NT$5,000,000 NT$5,000,000(incl.)-NT$10,000,000 Alan Li,Anne Chang,Peili Shen,Eddie Chang NT$10,000,000(incl.)-NT$15,000,000 Dtuang Wang,Murphy Kuo NT$15,000,000(incl.)-NT$30,000,000 Richard H.P.

171、Chang David Pan NT$30,000,000(incl.)-NT$50,000,000 NT$50,000,000(incl.)-NT$100,000,000 Jason C.S.Chang Richard H.P.Chang、Tien Wu、Joseph Tung NT$100,000,000 and above Jason C.S.Chang Total 22 3.3.4 Employees Remuneration Paid to Management December 31,2018 Unit:NT$in thousands Title Name Stock*Cash*T

172、otal Percentage of net income after tax Management Group CEO Jason C.S.Chang 45,430 45,430 0.18%General Manager Richard H.P.Chang Group COO Tien Wu Group CFO Joseph Tung Group Chief of Staff David Pan Group CAO Dtuang Wang Vice President and Group Controller Murphy Kuo Vice President Alan Li Vice Pr

173、esident Anne Chang Vice President Peili Shen Vice President Eddie Chang*Please refer to the first footnote on Page 19 for details.3.3.5 Comparative Analysis of Percentage of Remuneration for Directors,General Manager,and Vice Presidents to Net Profit After Tax over the Last Two Years,and Explanation

174、 of Remuneration Strategies,Remuneration Criteria and Packages,Decision Processes and Correlation Between Strategy and Future Risk Year Percentage of Net Income After Tax 2018 Item ASEH Consolidated Entities Compensation for Directors*2.46%2.46%Compensation for General Manager and Vice Presidents*0.

175、22%1.44%The salaries of the CEO and General Manager are determined in the Board of Directors.The salaries of the vice presidents are allocated in accordance with industry standards.Checks are conducted annually to ensure that remuneration is competitive.Bonuses are dependent on Company surplus and i

176、ndividual performance.The Companys remuneration to directors is pursuant to the Articles of Incorporation and allocated in accordance with annual gross profit.*Employee remuneration for 2018 shall amount to NT$45,430 thousand as determined in the Board of Directors held on March 28,2019.Remuneration

177、 shall be paid in cash.However,the namelist for allocation of employee remuneration was not yet available as of the date of this annaul report.Therefore,the calculations are estimated on the basis of the actual allocations of the previous year.23 3.4 Corporate Governance 3.4.1 Board of Directors:Ope

178、ration of the Board of Directors The Company elected the first term of board directors in the promotors meeting on Feb.12,2018.On the same date,the Company convened its first Meeting of the 1st Board of Directors.Since Feb.12,2018,to the date of printing of this annual report,the Board of Directors

179、held a total of 13 meetings(A),Attendance was as follows:Title Name Attendance in Person(B)By Proxy Attendance Rate(%)B/A(Note 1)Remarks Director(Representive)(A.S.E.Enterprises Limited)Jason C.S.Chang(Chairman)13 0 100%Re-elected Richard H.P.Chang(Vice Chairman)12 1 92%Re-elected(Note 2)Bough Lin 1

180、2 0 92%Re-elected Chi-Wen Tsai 12 1 92%Re-elected Tien Wu 11 0 85%Re-elected Joseph Tung 13 0 100%Re-elected Raymond Lo 13 0 100%Re-elected TS Chen 13 0 100%Re-elected Jeffrey Chen 10 2 77%Re-elected Director Rutherford Chang 9 2 69%Re-elected Independent director Sheng-Fu You 10 0 100%Newly appoint

181、ed(Note 3)Ta-Lin Hsu 6 4 60%Newly appointed(Note 3)Mei-Yueh Ho 10 0 100%Newly appointed(Note 3)Director Freddie Liu 3 0 100%Previously appointed(Note 4)Supervisor Alen Cheng 3 0 100%Previously appointed(Note 4)Yuan-Chuan Fong 2 0 67%Previously appointed(Note 4)Fang-Yin Chen 1 0 33%Previously appoint

182、ed(Note 4)Note 1.The attendance rate is calculated based on the times of Board of Directors Meetings and the actual attendances within the directors term of office.Note 2.After the re-election of the directors for the second term,the director had been changed from an individual to juridical director

183、(representative).Note 3.The new director assumed the position on Jun.22,2018.As of the date of this annual report,the director had ten Board of Directors Meetings to attend.Note 4.For the director/supervisor prior to re-election on June 21,2018 who are eligible to attend three times of Board of Dire

184、ctors Meetings during the period of April 30,2018 and June 21,2018.24 Other Disclosures:1.If any of the following circumstances occurred during the operation of the Board of Directors,the meeting dates,and proposal details,opinions of all independent directors,and the Companys responses to such opin

185、ions should be specified:(1)Items listed in Article 14-3 of the Securities and Exchange Act:No comments were raised from any independent director,therefore no further actions were taken.(2)Written or otherwise recorded resolutions in which an independent director had a dissenting opinion or qualifie

186、d opinion not included in the aforementioned item:None.(3)At least one independent director attended each Board of Directors Meeting.2.Status of the Recusals of Directors due to conflicts of interests,the name of the directors,proposal details,the reasons for recusal,and the voting result should be

187、specified.Meeting Dates Proposal Voting Result The Companys Responses to the Opinions of Directors The 2nd Meeting of the 1st Board of Directors(2018.04.30)To nominate the CEO,General Manager,COO,CFO,Group Controller,and Interal Audit Officer of the Company DirectorsRecusals due to conflicts of inte

188、rest:Summary of Director Joseph Tungs statement:I,Joseph Tung,and directors Jason C.S.Chang,Richard H.P.Chang,and Tien Wu are candidates in this election.Therefore,the content of this proposal involves personal interest.To avoid a conflict of interest,I,Joseph Tung,and directors Jason C.S.Chang,Rich

189、ard H.P.Chang,and Tien Wu shall refrain from participating in any discussion or votings.Will the remaining attending directors please commence discussion.The attending directors(excl.directors absent due to conflict of interest)did not voice any objections upon inquiry by acting chairman Jeffrey Che

190、n.Therefore,the proposal was approved.Not applicable To lift the non-compete clause on the Companys general manager DirectorsRecusals due to conflicts of interest:Summary of Director Richard H.P.Changs statement:This proposal recommends the lifting of the non-compete obligations of myself and other

191、parties of interest.To avoid a conflict of interest,I shall refrain from participating in any discussion or votings.Will the remaining attending directors please commence discussion.The attending directors(excl.directors absent due to conflict of interest)did not voice any objections upon inquiry by

192、 the chairman.Therefore,the proposal was approved.Not applicable 25 Meeting Dates Proposal Voting Result The Companys Responses to the Opinions of Directors The 2nd Meeting of the 2nd Board of Directors(2018.07.13)To nominate the members of the 2nd Compensation Committee DirectorsRecusals due to con

193、flicts of interest:Summary of Director Sheng-Fu Yous statement:Independent Director Ta-Lin Hsu and I are candidates for this position.Therefore,the content of this proposal involves personal interest.To avoid a conflict of interest,both Acting Independent Director Ta-Lin Hsu and I shall refrain from

194、 participating in any discussion or votings.Will the remaining attending directors please commence discussion.The attending directors did not voice any objections upon inquiry by the chairman.Therefore,the proposal was approved.Not applicable The 4th Meeting of the 2nd Board of Directors(2018.09.26)

195、To resolve the issuance units of the 1st issuance of employee stock option in 2018 and the namelist of emplyees granted.Directors recusals due to conflicts of interest:Summary of Director Joseph Tungs statement:I,Joseph Tung,and Directors Jason C.S.Chang,Richard H.P.Chang,Bough Lin,Chi-Wen Tsai,Tien

196、 Wu,Raymond Lo,TS Chen,Jeffrey Chen,and Rutherford Chang are granted employees of 1st issuance of employee stock option in 2018.Therefore,the content of this proposal involves personal interest.To avoid a conflict of interest,I,Joseph Tung,and Directors Jason C.S.Chang,Richard H.P.Chang,Bough Lin,Ch

197、i-Wen Tsai,Tien Wu,Raymond Lo,TS Chen,Jeffrey Chen,and Rutherford Chang shall refrain from participating in any discussion or decisions.Will the remaining attending directors please commence discussion.The attending directors(excl.directors absent due to conflict of interest)did not voice any object

198、ions upon inquiry by the acting chairman,Sheng-Fu You.Therefore,the proposal was approved.Not applicable 26 Meeting Dates Proposal Voting Result The Companys Responses to the Opinions of Directors The 7th Meeting of the 2nd Board of Directors(2018.11.19)To resolve the second issuance units of employ

199、ee stock option in 2018 and the namelist of emplyees granted.Directors recusals due to conflicts of interest:Summary of Director Joseph Tung-As I,Joseph Tung,Director Jason C.S.Chang,Director Richard H.P.Chang,Director Bough Lin,Director Chi-Wen Tsai,Director Tien Wu,Director Raymond Lo,and Director

200、 TS Chen all are granted employees of 2nd issuance of employee stock option in 2018,personal interest of the agenda of the meeting of this case are involved.To avoid conflicts of interest,I,Joseph Tung,Director Jason C.S.Chang,Director Richard H.P.Chang,Director Bough Lin,Director Chi-Wen Tsai,Direc

201、tor Tien Wu,Director Raymond Lo,Director TS Chen are recusing from the discussion and resolution of this agenda item and ask the remaining attending directors to discuss and resolve this item.The attending directors(excl.directors absent due to conflict of interest)did not voice any objections upon

202、inquiry by the acting chairman,Sheng-Fu You.Therefore,the proposal was approved.Not applicable 3.Measures Taken to Strengthen the Effectiveness of the Board of Directors within the Current Year and in Recent Years(e.g.establishment of audit committee,increased corporate transparency,etc.)and their E

203、valuations:For the purpose of developing monitoring functions of the Board of Directors and strengthening management mechanism,the Remuneration Committee was established on the same date of the Company establishment(April 30,2018),and an Audit Committee was established on June 22,2018,to enhance the

204、 effectiveness of the Board of Directors.To fulfill corporate governance,increase the effectiveness of the Board of Directors,and set performance goals to strengthen the performance of the Board of Directors,the Company established its Rules of Performance Evaluation of the Board of Directorse and c

205、ommenced annual performance evaluations in 2018.3.4.2 Audit Committee and Supervisor Participation in Board of Directors:To establish a proactive system of governance,develop a robust oversight capability,and enhance management performance,the Audit Committee was established on June 22,2018 pursuant

206、 to Article 14-4 of the Securities and Exchange Act.At present,the Audit Committee consist of three menbers who are all independent Directors of the Company.All members should elect a convener and meeting chairman from themself and represent the Committee externally.27 1.Audit Committee The Committe

207、e has held six meetings(A)between June 22,2018 and the date of this annual report of this annual report.The attendance status of the independent directors is as follows:Title Name Attendance in Person(B)By Proxy Attendance Rate(%)(B/A)*Remarks Independent director Sheng-Fu You 6 0 100%Ta-Lin Hsu 3 3

208、 50%Mei-Yueh Ho 5 1 83%*The attendance rate is calculated based on the times of attendance of Audit Committee meetings and the times of meetings held during the term in office.Other Disclosures:1.If any of the following circumstances occurred during the operation of the Audit Committee,the date,sess

209、ion number,proposal details,resolutions made by the Audit Committee,and the Companys responses to the opinions of the Audit Committee should be specified:(1)Items listed in Article 14-5 of the Securities and Exchange Act:None.(2)Resolutions approved by at least two-thirds of the Board of Directors b

210、ut yet to be reviewed by the Audit Committee that are not included in the aforementioned item.:None.2.Independent director recusals due to proposals involving matters with conflict of interest.The name of the independent directors,proposal details,the reason for recusal,and the voting result should

211、be specified:Meeting Dates Proposal Names of independent directors Reason for absence Voting results The 2nd Meeting of the 2nd Board of Directors(2018.07.13)To nominate the candidates for the 2nd Compensation Committee Sheng-Fu You Ta-Lin Hsu Independent Directors Sheng-Fu You and Ta-Lin Hsu were n

212、ominees for the Compensation Committee.The content of this proposal involves personal interest.Independent Directors Sheng-Fu You and Ta-Lin Hsu refrained from participating in the decision process.The attending directors(excl.directors absent due to conflict of interest)did not voice any objections

213、 upon inquiry by the chairman.Therefore,the proposal was approved.3.Independent director communication with Interal Audit Officer and CPAs(which should include the material items,mesures,and results of the audits on the corporate finance and/or operations,etc.)(1)The Companys internal audit departme

214、nt submits audit reports,responses to identified deficiencies,and tracking summaries via e-mail to the independent directors for review on a monthly basis.The Interal Audit Officer submits a quarterly audit report to the independent directors to discuss audit content at meetings.An internal audit re

215、port is submitted to the Board of Directors on a quarterly basis.In addition,the Interal Audit Officer will immediately report to the independent directors any material matters.No such material matters were presented between June 22,2018 and the date of this annual report.At present,the independent

216、directors and the Interal Audit Officer have established an excellent channel of communication.(2)Each quarter the Companys CPA reports to Independent Directors in an independent communication meeting or other meetings about the findings of review or audits of the financial reports of the same quart

217、er and communication items under applicable laws and regulations.In addition,the CPA reports special matters to the independent directors when they occur.No such reports were presented between June 22,2018 and the date of this annual 28 report.At present,the independent directors and CPA have establ

218、ished an excellent channel of communication.4.Resolutions of Audit Committees for the material proposals and the status of Companys treatment of feedback from the Audit Committee:Audit Committee Date and Term Proposal Resolution of the Audit Committee The Companys treatment of feedback from the Audi

219、t Committee The 2nd meeting of the 1st Audit Committee(2018.08.09)To plan for the First Employee Stock Option Plan of the Company After the attendees left the meeting,the chairman inquired with the attending Independent Directors and the resolution of this item was passed unanimously.The item was su

220、bmitted to the Board of Directors for resolution.The chairman inquired with the attending Directors and the resolution of this item was passed unanimously.The 3rd meeting of the 1st Audit Committee(2018.11.06)To plan for negotiating with the Securities and Futures Investors Protection Center(hereina

221、fter referred to as“SFIPC”)in order to stay the litigation against SFIPCs proposal of dismissing the position of Mr.Tien Wu as a director of the Company.Regarding this proposal,after the attendees left the meeting,the chairman inquired with the attending independent directors and the resolution of t

222、his item was passed unanimously.The plan is that,before the conviction of insider trading against Director Tien Wu is affirmed by the supreme court,the Board of Directors authorizes the Chairman of the Company and/or his appointed personnel and lawyers to negotiate with SFIPC to reach a consent to s

223、tay the legal proceeding of the removal of Tiens position as a Board Director.If the consent cannot be reached or if the duration of the stay expires,by law the defense and required appeal procedures still need to carry on.The item was submitted to the Board of Directors for resolution.The chairman

224、inquired with the attending Directors and the resolution of this item was passed unanimously.The 4th meeting of the 1st Audit Committee(2018.12.06)To plan for hiring independent experts to provide reasonable opinions about cash consideration in the share transfer agreement that the Company plans to

225、sign with King Yuan Electronics Corp.(hereinafter referred to as“King Yuan Electronics”)After the attendees left the meeting,the chairman inquired with the attending Independent Directors and the resolution of this item was passed unanimously.This proposal was not submitted to the Board of Directors

226、 for resolution.29 Audit Committee Date and Term Proposal Resolution of the Audit Committee The Companys treatment of feedback from the Audit Committee The 5th meeting of the 1st Audit Committee(2018.12.19)To plan for the merger with USI Global Inc.,the Companys subsidiary which the Company withhold

227、s 100%of the subsidiarys shares.After the attendees left the meeting,the chairman inquired with the attending Independent Directors and the resolution of this item was passed unanimously.The item was submitted to the Board of Directors for resolution.The chairman inquired with the attending Director

228、s and the resolution of this item was passed unanimously.2.Supervisor participation in Board of Directors The company held a Extraordinary General Shareholders Meeting on Jun.21,2018 to conduct complete re-election of board directors.The three independent directors resumed their position on Jun.22,2

229、018 and formed the Audit Committee to replace the Supervisors.The Board of Directors has held three meetings(A)between April 30,2018 and June 21,2018.The attendance status of the Supervisors was as follows:Title Name Attendance in Person(B)Attendance Rate(%)(B/A)*Remarks Supervisor Alan Cheng 3 100%

230、Dismissed on 21 June 2018 for committee re-election Yuan-Chuan Feng 2 67%Fang-Ying Chen 1 33%*The attendance rate is calculated based on the times of attendance of Board of Directors Meetings and the times of meetings held during the term in office.30 3.4.3 Corporate Governance Implementation Status

231、 and Differences from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies:Assessment Item Implementation Status Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Their Reasons Yes No Explanation 1.Does the Company estab

232、lish and disclose its corporate governance practices in accordance with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies?V In 2018,the Company referred to Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and drew up Corporate Governance Cod

233、e Practice,which has been approved by the Board of Directors for publication and disclosed on the Companys website:http:/ material differences 2.Shareholding Structure&Shareholders Rights (1)Does the Company have Internal Operation Procedures for handling shareholders suggestions,concerns,disputes,a

234、nd litigation matters?If so,has these procedures been implemented accordingly?V The Company has appointed investor relations,public relations,and legal affairs departments to dedicate to all matters regarding stocks.No material differences(2)Does the Company possess a list of major shareholders and

235、beneficial owners of these major shareholders?V The Company maintains an updated list of major shareholders by the Shareholdings Change Registration Form which is filed by directors and shareholders who own 10%or more of the company stocks on a monthly basis.The Company also maintains effective comm

236、unication channel with its principal shareholders to keep track of its ultimate owners.No material differences(3)Has the Company built and implemented a risk control system and firewall between the Company and its affiliates?V The Company implements control measures through the internal control syst

237、em and relevant laws and regulations.The Audit Department conducts periodical audits as oversight.No material differences 31 Assessment Item Implementation Status Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Their Reasons Yes No Explanation(4)

238、Has the Company established internal rules prohibiting insider trading on undisclosed information?V In 2018,the Company drew up the Operating Procedures for the Prevention of Insider Trading to avoid any misconduct of insider trading out of not knowing relevant regulations and guidelines and to mini

239、mize any predispositions to unintentional mistakes or deliberate wrongdoings of insiders so that the fairness in the stock exchange markets can be fostered and rights and benefits of the investors and the public protected.For details,please refer to the Companys website:http:/ material differences 3

240、.Composition and Responsibilities of the Board of Directors (1)Has the Board of Directors established a diversity policy for the composition of its members and has it been implemented accordingly?V The Company established the Companys Board of Directors Diversification Policy in the Code of Practice

241、 for Corporate Governance and implement pursuant to the policy.ASE Technology Holdings board of directors(“Board”)is composed of 13 directors,including 3 independent directors(23%of Board members)with 1 woman(8%of Board members),and 4 directors are also employees(31%of Board members).All directors c

242、urrently serve on the Board less than 1 year.The expertise of the directors covers industrial engineering,electronic engineering,mechanical engineering,computer engineering,physics,finance,economics,accounting,business management,and psychology.This range of expertise shows the full implementation o

243、f the Companys Diversity Policy.No material differences(2)Other than the Compensation Committee and Audit Committee which are required by law,has the Company voluntarily established other functional committees?V The Company established the Audit Committee pursuant to relevant laws.An independent dir

244、ector specializing in accounting or financial management is appointed by the Board of Directors as a committee member of the Audit Committee pursuant to the Sarbanes-Oxley Act defined in Article 10A-3 of the Securities Exchange Act of 1934 and the listing rules announced by the No material differenc

245、es 32 Assessment Item Implementation Status Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Their Reasons Yes No Explanation TWSE.The Board of Directors established the Compensation Committee pursuant to relevant laws.The Compensation Committee c

246、urrently has three members,two of whom are independent directors.(3)Has the Company established a method of evaluating the performance of its Board of Directors and has the performance evaluation been implemented annually?V The Company has set the remuneration for the Directors.The company adheres t

247、o Article 23 of the Companys corporation by-laws,where in case of profits,the Company shall appropriate up to 0.75%of its annual profits to remunerate the directors.In addition,in consideration of the Companys overall operating performance and the future industry development trends,the Company refer

248、red to Sample Template of“Self-Evaluation or Peer Evaluation of the Board of Directors”and drew up assessment measures of the performance of the Board of Directors in 2018,which has been passed by the Board of Directors for publication and disclosed on the Companys website.By the end of the financia

249、l year 2018,the Company conducted its first performance assessment based on the assessment measures that the Company drew up.The assessment result has not only been reported to the Chairman and Directors but also submitted to the Compensation Committee as a reference for director performance assessm

250、ent and remuneration.No material differences(4)Does the Company regularly evaluate the independence of its CPAs?V The Audit Committee acquires a CPA declaration annually and evaluates the independence of the CPA before submitting the evaluation results to the Board of Directors.1.The assessment crit

251、eria are as follows:(1)The CPA is not a related party to the Company or its directors.(2)Pursuant to the Sarbanes-Oxley Act of the United States,the CPAs firm must obtain prior approval from the Audit Committee before the annual audit and other cases are appointed.No material differences 33 Assessme

252、nt Item Implementation Status Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Their Reasons Yes No Explanation(3)Pursuant to the Sarbanes-Oxley Act of the United States,the CPA reports to the Audit Committee on a quarterly basis to report complia

253、nce to independence and findings of audits or review.(4)The Company rotates CPAs pursuant to the Code of Practice for Corporate Governance.2.The evaluation results are as follows:(1)The independence of the CPA is compliant with the regulations of the U.S.SEC,PCAOB,Certified Public Accountant Act,the

254、 CPA Code of Professional Ethics and other relevant regulations.(2)The Company has not appointed the same CPA for five successive years.4.Has the Company established a dedicated(or tasked)corporate governance unit or personnel to be in charge of matters involving corporate governance(including but n

255、ot limited to providing information required by directors and supervisors related to business operations,handling matters relating to Board of Directors meetings and General Shareholders Meetings pursuant to the laws,handling corporate registration and amendment registration,and recording minutes of

256、 the Board of Directors meetings and General Shareholders Meetings)?V The chief corporate governance officer will be appointed in 2019 pursuant to the relevant regulations as the most senior executive for corporate governance matters and approved by the Board.The corporate governance persons are in

257、charge of corporate governance affairs as the following:1.Handling of matters relating to board of directors meetings and shareholders meetings in compliance with law;2.Preparation of minutes of the board of directors meetings and shareholders meetings;3.Assistance in onboarding and continuing educa

258、tion of the directors and supervisors;4.Provision of information required for performance of duties by the directors and supervisors;5.Assistance in the directors and supervisors compliance of law;and 6.Other matters described or established in the articles of incorporation or under contract.No mate

259、rial differences 34 Assessment Item Implementation Status Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Their Reasons Yes No Explanation 5.Has the Company established a means of communication with its stakeholders(including but not limited to s

260、hareholders,employees,customers,and suppliers)or created a stakeholders section on the Companys website?Does the Company respond appropriately to stakeholders questions on major issues of corporate social responsibility?V The Company instructs related departments to handle communication with stakeho

261、lders such as shareholders,clients,and suppliers.Corporate union and the General Managers mailbox are established to serve as channels of communication with employees.The Company has a Stakeholder Engagement Section on the Company website that serves as a channel of communication for stakeholders to

262、 express their opinions and for the Company to identify issues of concern and make appropriate responses.Stakeholders communication information are disclosed in the annual CSR Report and on the Company website.Please refer to http:/ material differences 6.Has the Company appointed a professional reg

263、istrar for its General Shareholders Meetings?V The Company has appointed the Stock Agency Department,President Securities Corp.,to handle matters related to General Shareholders Meetings.No material differences 7.Information Transparency V (1)Has the Company established a corporate website to disclo

264、se information regarding its financial,business,and corporate governance status?The Company has established a website and has instructed designated departments to disclose and update the information of the finances and the corporate governance information of the Company,Please refer to the Company W

265、ebsite http:/ No material differences(2)Does the Company use other information disclosure channels(e.g.,maintaining an English website,designating staff to handle information collection and disclosure,appointing spokespersons,webcasting investor conferences etc.)?V The Company has established a webs

266、ite both in Chinese and English.It has dedicated personnel for the collection and disclosure of Company information.It has a spokesperson and secondary spokesperson system,as well as a designated contacts for responding to shareholders opinions.Relevant information is available on the company websit

267、e(the URL is same as above).A dedicated department has been assigned to submit information to No material differences 35 Assessment Item Implementation Status Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Their Reasons Yes No Explanation the Ma

268、rket Observation Post System,including all regular and ad hoc financial information,business information,and announcing material information in accordance with related regulations.8.Has the Company disclosed other information to facilitate a better understanding of its corporate governance practices

269、?(including but not limited to employee rights,employee care,investor relations,supplier relations,stakeholder rights,continuing education of directors and supervisors,implementation of risk management policies and criteria for risk evaluation,implementation of customer relation policies,and the pur

270、chase of liability insurance for directors and supervisors)V (1)Employee benefits and employee care:Please refer to the CSR Report of the subsidiaries separately.(2)Investor relations,supplier relations,and stakeholder rights:Please refer to the Investor Relations and Stakeholder Engagement sections

271、 of the Company website.(3)The continuing education status for directors and officers in 2018 is presented in Table 1 and Table 2 below.(4)Implementation of risk management policies and criteria for risk evaluation:Please refer to the“Risk Management”section of this annual report and the subsidiarie

272、s CSR Report.(5)Implementation of customer policies:Please refer to the Market and Sales Overview section of this annual report.(6)Company procurement of liability insurance for directors:The Company has procured liability insurance for its directors(to the amount of NT$1.54 billion in 2018).No mate

273、rial differences 9.Company improvements in corporate governance based on the assessment items stipulated in the Corporate Governance Evaluation Results issued in the most recent year by the Corporate Governance Center of the TWSE,and priority measures for items requiring further improvement.In 2018,

274、ASE Technology Holding Co.,Ltd.was founded and it was not included in the corporate governance evaluation in the most recent year(2017).Therefore,this item is not applicable.36 Table 1:Continuing education of directors in the most recent year and as of the date of this annual report Title Name Train

275、ing Date Hosted by Training Title Hours Regulatory compliance from to Director(representative)and officer Jason C.S.Chang 2018/11/06 2018/11/06 Taiwan Corporate Governance Association Trends and Challenges of Information Security Governance 3 Yes 2018/09/26 2018/09/26 Taiwan Corporate Governance Ass

276、ociation The Amendment of the Company Act and Case Analysis 3 Yes Director(representative)and officer Richard H.P.Chang 2018/11/06 2018/11/06 Taiwan Corporate Governance Association Trends and Challenges of Information Security Governance 3 Yes 2018/09/26 2018/09/26 Taiwan Corporate Governance Assoc

277、iation The Amendment of the Company Act and Case Analysis 3 Yes Director(representative)Bough Lin 2018/12/20 2018/12/20 Securities and Futures Institute Impacts of the US-China Trade War on the Risks of Taiwan-funded Enterprises and the Coping Strategies 3 Yes 2018/10/25 2018/10/25 Securities and Fu

278、tures Institute IP Strategies of R&D and Application of Tax Credits for Corporate R&D Expenditures 3 Yes Director(representative)Chi-Wen Tsai 2018/12/20 2018/12/20 Securities and Futures Institute Impacts of the US-China Trade War on the Risks of Taiwan-funded Enterprises and the Coping Strategies 3

279、 Yes 2018/11/06 2018/11/06 Taiwan Corporate Governance Association Trends and Challenges of Information Security Governance 3 Yes 2018/10/25 2018/10/25 Securities and Futures Institute IP Strategies of R&D and Application of Tax Credits for Corporate R&D Expenditures 3 Yes 2018/09/26 2018/09/26 Taiw

280、an Corporate Governance Association The Amendment of the Company Act and Case Analysis 3 Yes Director(representative)and officer Tien Wu 2018/12/04 2018/12/04 Taiwan Corporate Governance Association Trends and Challenges of Information Security Governance 3 Yes 2018/09/26 2018/09/26 Taiwan Corporate

281、 Governance Association The Amendment of the Company Act and Case Analysis 3 Yes 37 Title Name Training Date Hosted by Training Title Hours Regulatory compliance from to Director(representative)and officer Joseph Tung 2018/11/06 2018/11/06 Taiwan Corporate Governance Association Trends and Challenge

282、s of Information Security Governance 3 Yes 2018/09/26 2018/09/26 Taiwan Corporate Governance Association The Amendment of the Company Act and Case Analysis 3 Yes Director(representative)Raymond Lo 2018/12/04 2018/12/04 Taiwan Corporate Governance Association Trends and Challenges of Information Secu

283、rity Governance 3 Yes 2018/09/26 2018/09/26 Taiwan Corporate Governance Association The Amendment of the Company Act and Case Analysis 3 Yes Director(representative)TS Chen 2018/11/06 2018/11/06 Taiwan Corporate Governance Association Trends and Challenges of Information Security Governance 3 Yes 20

284、18/09/26 2018/09/26 Taiwan Corporate Governance Association The Amendment of the Company Act and Case Analysis 3 Yes Director(representative)Jeffrey Chen 2018/11/06 2018/11/06 Taiwan Corporate Governance Association Trends and Challenges of Information Security Governance 3 Yes 2018/09/26 2018/09/26

285、 Taiwan Corporate Governance Association The Amendment of the Company Act and Case Analysis 3 Yes Director Rutherford Chang 2018/11/06 2018/11/06 Taiwan Corporate Governance Association Trends and Challenges of Information Security Governance 3 Yes 2018/09/26 2018/09/26 Taiwan Corporate Governance A

286、ssociation The Amendment of the Company Act and Case Analysis 3 Yes Independent Director Sheng-Fu You 2018/11/06 2018/11/06 Taiwan Corporate Governance Association Trends and Challenges of Information Security Governance 3 Yes 2018/09/26 2018/09/26 Taiwan Corporate Governance Association The Amendme

287、nt of the Company Act and Case Analysis 3 Yes 2018/05/02 2018/05/02 Taiwan Corporate Governance Association How to Successfully Negotiate and Discuss Investment Mergers:A Case Study 3 Yes Independent Director Ta-Lin Hsu 2018/12/04 2018/12/04 Taiwan Corporate Governance Association Trends and Challen

288、ges of Information Security Governance 3 Yes 2018/11/19 2018/11/19 Taiwan Corporate Governance Association Practices of Corporate Governance Evaluation and Corporate Social Responsibilities 3 Yes 38 Title Name Training Date Hosted by Training Title Hours Regulatory compliance from to Independent Dir

289、ector Mei-Yueh Ho 2018/10/03 2018/10/03 Securities and Futures Institute Advanced Seminar on Practices of Board Directors and Supervisors-How a Supervisor from a non-F&A Background Reviews Financial Statements 3 Yes 2018/03/21 2018/03/21 Corporate Operation Association Latest Amendment of the Compan

290、y Act 3 Yes Table 2:Continuing education of officers in the most recent year and as of the Date of this Annual Report Title Name Training Date Hosted by Training Title Hours Regulatory compliance from to Vice President and Group Controller Murphy Kuo 2018/09/06 2018/09/07 Accounting Research and Dev

291、elopment Foundation Continuing education course for principal accounting officers of issuers,securities firms,and securities exchanges 12 Yes 3.4.4 Composition,Responsibilities,and Operation of the Compensation Committee:To ensure corporate governance and have a comprehensive and robust compensation

292、 system for the directors and officers of the Company,the Company set up the Compensation Committee in accordance with Article 14-6 of Securities and Exchange Act and Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the

293、Stock Exchange or Traded Over the Counter on Apr.30,2018.The Compensation Committee consists of three members who are assigned by the Board of Director upon resolution;There was no independent directors elected on the establishment of the Company,therefore there was no independent directors to be ap

294、pointed as a member of the 1st compensation committee on Apr.30,2018.On Jun.21,2018,a Extraordinary General Shareholders Meeting was convened to have full re-election of directors,and officially appointed the independent directors to be the members of the second term of the Compensation Committee on

295、 Jul.13,2018,then there were independent directors to take part in the committee.As stipulated by the regulation,the Compensation Committee must consist of at least one independent director of the Company(there are two independent directors of the Company being the Committee members),and all members

296、 should elect a convenor and meeting chairman from members of independent directors and represent the Committee externally.The Compensation Committee is obliged to exercise the due care of a good administrator and have the loyalty in conducting the following functional authorities:Establish and regu

297、larly review policies,systems,standards,and structures concerning performance evaluations and compensation for directors and officers;and Regularly assess and set the remuneration of directors and managers 39 Current Members of the Compensation Committee:Title Criteria Name t least 5 years of work e

298、xperience and meet one of the following professional qualifications requirements Qualification regarding the independence criteria*Number of other public companies Serving as a Compensation Committee Member Remarks An instructor or higher in a department of commerce,law,finance,accounting,or other a

299、cademic department related to the business needs of the Company in a public or private junior college,college,or university A judge,public prosecutor,attorney,certified public accountant,or other professional or technical specialist who has passed a national examination and been awarded a certificat

300、e in a profession necessary for the business of the Company Have work experience in the area of commerce,law,finance,or accounting,or other field necessary for the business of the Company 1 2 3 4 5 6 7 8 Independent Director Sheng-Fu You V V V V V V V V V V V 1 Independent Director Ta-Lin Hsu V V V

301、V V V V V V 1 Other Hsiao-Ying Gu V V V V V V V V V 1 *Please check in the appropriate corresponding boxes if the Compensation Committee members meet any of the following conditions in the two years before their elections and during their term of office.(1)Not an employee of the Company or any of it

302、s affiliates;(2)Not a director or supervisor of the Company or any of its affiliates.The same does not apply,however,in cases where the person is an independent director of the Company,its parent company,or any subsidiary,as appointed in accordance with the laws of Taiwan or with the laws of the cou

303、ntry of the parent company or subsidiary;(3)Not a natural-person shareholder who holds shares,together with those held by the persons spouse,minor children,or held by the person under others names,in an aggregate amount of one percent or more of the total number of issued shares of the Company or ra

304、nking as one of its top ten shareholders;(4)Not a spouse,relative within the second degree of kinship,or lineal relative within the third degree of kinship,of any of the above persons in the preceding three subparagraphs;(5)Not a director,supervisor,or employee of an institutional shareholder that d

305、irectly holds five percent or more of the total number of issued shares of the Company or ranking as one of its top five shareholders;(6)Not a director,supervisor,officer,or shareholder holding five percent or more of the shares of a specified company or institution that has 40 a financial or busine

306、ss relationship with the Company;(7)Not a professional individual who,or an owner,partner,director,supervisor,or officer of a sole proprietorship,partnership,company,or institution that provides commercial,legal,financial,accounting services or consultation to the Company or to any affiliate of the

307、Company,or a spouse thereof;(8)Not been a person of any conditions defined in Article 30 of the Company Law.Operations of the Compensation Committee Members tenures are from July 13,2018 to June 21,2021.The Compensation Committee has held 3 meetings(A)as of the date of this annual report.Committee m

308、embers attendance is as follows:Position Title Name Attendance in Person (B)By Proxy Attendance Rate(%)(B/A)*Remarks Convener Independent Director Sheng-Fu You 3 0 100%Re-elected*Member Independent Director Ta-Lin Hsu 1 1 33%Re-elected*Member Other Hsiao-Ying Gu 3 0 100%Re-elected*The actual attenda

309、nce rate is calculated based on the number of meetings held during tenure and actual attendance.*The three Committee members were reappointed as the Committee members on Jul.13,2018 with the tenure same to that of the current term.Other required disclosure:1.In case where the Board of Director decid

310、es not to take on or modify recommendations of the Compensation Committee,the Board of Director shall specify the date,term number,content of proposal and resolution of the item of the Board of Director Meeting where the above decision is made,and how the Company handles the feedback from the Compen

311、sation Committee(for instance,if the remunerations resolved by the Board of Directors is better than those recommended by the Compensation Committee,the Board of Director is obliged to specify the difference and rationales herein):None.2.If any members object or hold back the recommendation resolved

312、 by the Compensation Committee,and have records or written statements,the Compensation Committee date,term number,content of proposal,opinions of all members and how they handled the members objection,shall be specified herein:None.3.The Company disclosed the Compensation Committees proposal and res

313、olutions and the Companys actions in response to the opinions of the members:41 Date and Terms of Remuneration Committee Proposal Compensation Committee Resolution The Companys Actions in Response to the Opinions of the Compensation Committee The 1st meeting of the 1st Remuneration Committee(2018.06

314、.13)The Committee has proposed to appoint the US branch,Willis Towers Watson,to advise on matters relating to the exercise of its powers.The Chairman consulted all present members,and the proposal passed unanimously.No comments were made,therefore no further action was taken.Proposed to establish th

315、e Clawback Policy.Proposed to establish the Stock Ownership Guidelines.The 2nd meeting of the 1st Remuneration Committee(2018.09.17)Please review the information regarding the subsidiary ASEs submission of the remuneration system of officers and the preparatory data of the remuneration of its direct

316、ors and officers whih were resolved and passed by its Board of Directors.The Chairman consulted all present members,and the proposal passed unanimously.No comments were made,therefore no further action was taken.Please review the preparatory information regarding the subsidiary SPILs remuneration of

317、 the directors and officers whih was resolved and passed by its Board of Directors.Proposed to formulate a namelist of the granted directors or officers who are also employees for the Companys 1st issuance of employee stock option in 2018 and their granted shares.The 2nd meeting of the 2nd Remunerat

318、ion Committee(2018.11.15)Please review the information regarding the subsidiary ASEs submission of the remuneration system of officers and the preparatory data of the remuneration of its directors and officers whih were resolved and passed by its Board of Directors.The Chairman consulted all present

319、 members,and the proposal passed unanimously.No comments were made,therefore no further action was taken.Please review the preparatory information regarding the subsidiary SPILs remuneration of the directors and officers whih was resolved and passed by its Board of Directors.Proposed to formulate a

320、namelist of the granted directors or officers who are also employees for the Companys 2nd issuance of employee stock option in 2018 and their granted shares.42 3.4.5 Implementation of Corporate Social Responsibility:(e.g.systems and measures of environmental protection,community involvement,social c

321、ontributions,social services,social welfare,consumer rights,human rights,health and safety,and other corporate social responsibility activities,and how theyre implemented)Assessment Item Implementation Differences from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed

322、 Companies and Their Reasons Yes No Summary 1.Implementation of Corporate Governance (1)Does the Company have a corporate social responsibility policy and evaluate its implementation?V The Company has regulated ASE Group Corporate Sustainability and Citizenship Policy and Corporate Social Responsibi

323、lity Best Practice Priciples,and have been disclosed on the Company website respectively at http:/ and http:/ on the relevant policies,the Company and its subsidiaries have launched the program of implementing the Corporate Social Responsibilities(CSR),and Board of Directors will supervise and revie

324、w the effectiveness of the implementation periodically.No material differences(2)Does the Company hold regular CSR training?V The Company has instructed its subsidiaries to set out CSR training programs on an annual basis,provide new and in-service employees with regular CRS training according to th

325、e programs,and assist employees to understand the essence and approaches of achieving CSR.No material differences(3)Does the Company have a dedicated(or tasked)CSR organization authorized by the Board of Directors for senior management,which reports to the Board of Directors?V The Corporate Sustaina

326、bility Developement Committee of the Company consists of the Companys directors and top management and which is responsible for guiding and supervising the development of ASE Groups global,environmental and social strategies.It reports to the No material differences 43 Assessment Item Implementation

327、 Differences from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Their Reasons Yes No Summary Board of Directors annually and establishes“Group Corporate CSR Center”as the dedicated unit responsible for implementing CSR,evaluating the Groups issues an

328、d performance around sustainability,coordinating and driving the target-setting of CSR,and implementing the CSR programs.This unit reports directly to the Committee.The program of implementing CRS focuses on six main areas:corporate governance,environmental sustainability,human capitals,supply chain

329、 development,corporate citizen and social engagements,and stakeholder engagement and information disclosure.(4)Does the Company set a reasonable remuneration policy,integrate employee appraisal with CSR policy,and set clear and effective incentive and disciplinary policies?V The Company instructs it

330、s subsidiaries to periodically adjust the salary structures and welfare according to the local regulations and market situations.There are no wage differences by genders,ethnicity,nationalities,and age.With respect to the appointment,performance evaluation,and promotion system,the company shall comp

331、ly with the Act of Gender Equality in Employment and will not treat employees differently based on their gender or sexual orientation.To maintain a high level of disciplines of employees,the Company instructs its subsidiaries to draw up Employee Conduct Guidelines,which clearly defines measures for

332、rewards and punishments as the highest standard of codes of ethics and commitment that employees shall comply with.No material differences 2.Sustainable Environmental Development (1)Is the Company committed to improve resource efficiency and to the use of V The Company instructs its subsidiaries to

333、plan a management mechanism of power,water resources,and No material differences 44 Assessment Item Implementation Differences from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Their Reasons Yes No Summary renewable materials with low environmental impact?consumables and to continue to improve the efficiency of the supply facilities or optimize th