ASX 20-F DEF-14A Report Dec. 31, 2024 | Alphaminr
ASE Technology Holding Co., Ltd.
ALPHAMINR

ASX 20-F Report ended Dec. 31, 2024

Balance Sheet
Cash Flow
Income Statement
Debt
TABLE OF CONTENTS
Part IprintItem 1. Identity Of Directors, Senior Management and AdvisersprintItem 2. Offer Statistics and Expected TimetableprintItem 3. Key InformationprintItem 4. Information on The CompanyprintItem 4A. Unresolved Staff CommentsprintItem 5. Operating and Financial Review and ProspectsprintItem 6. Directors, Senior Management and EmployeesprintItem 7. Major Shareholders and Related Party TransactionsprintItem 8. Financial InformationprintItem 9. The Offer and ListingprintItem 10. Additional InformationprintItem 11. Quantitative and Qualitative Disclosures About Market RiskprintItem 12. Description Of Securities Other Than Equity SecuritiesprintPart IIprintItem 13. Defaults, Dividend Arrearages and DelinquenciesprintItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsprintItem 15. Controls and ProceduresprintItem 16. [reserved]printItem 16A. Audit Committee Financial ExpertprintItem 16B. Code Of EthicsprintItem 16C. Principal Accountant Fees and ServicesprintItem 16D. Exemptions From The Listing Standards For Audit CommitteesprintItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersprintItem 16F. Change in Registrant S Certifying AccountantprintItem 16G. Corporate GovernanceprintItem 16H. Mine Safety DisclosureprintItem 16I. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintItem 16J. Insider Trading PoliciesprintItem 16K. CybersecurityprintPart IIIprintItem 17. Financial StatementsprintItem 18. Financial StatementsprintItem 19. ExhibitsprintNote 1: The Number Of Shares Held Was 1 Share and The Percentage Of Ownership Was Less Than 0. 1%printNote 1: Inter-group Revenues Were Eliminated Upon Consolidationprint

Exhibits

1. Articles of Incorporation of the Registrant (English translation) (incorporating all amendments as of June26, 2024) (incorporated by reference to Exhibit 4.1 to our registration statement on FormS-8(FileNo.333-281564)filed on August15, 2024). (a) Deposit Agreement dated April 30, 2018 by and among ASE Technology Holding Co., Ltd., a company organized under the laws of the Republic of China and previously known as ASE Industrial Holding Co., Ltd., Citibank, N.A., as Depositary, and the Holders and Beneficial Owners of American Depositary Shares issued thereunder (incorporated by reference to Exhibit 2(a) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2019 filed on March 31, 2020, as amended). (b) Description of Securities (incorporated by reference to Exhibit 2(b) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2021 filed on March29, 2022). (g) Asset Purchase Agreement by and among Flextronics Manufacturing (M)Sdn. Bhd., as Buyer, ASE Electronics (M)Sdn. Bhd., as Company, dated October3, 2005 (incorporated by reference to Exhibit 4(g) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2005 filed on June19, 2006). (h) Joint Venture Agreement dated July14, 2006 among ASE and Powerchip Semiconductor Corp. relating to the establishment of, and our investment of 60.0% in, PowerASE (incorporated by reference to Exhibit 4(r) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2006 filed on June25, 2007, as amended). (i) Sale and Purchase Agreement dated January11, 2007 among J&R Holding Limited and Seacoast Profits Limited relating to our acquisition of 100% of GAPT (incorporated by reference to Exhibit 4(s) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2006 filed on June25, 2007, as amended). (j) Equity Interests Transfer Agreement dated August6, 2007 by and among NXP B.V., NXP Semiconductors Suzhou Ltd. and J&R Holding Limited relating to our acquisition of 60% of ASEN, our joint venture with NXP Semiconductors (incorporated by reference to Exhibit 4(j) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2008 filed on June24, 2009). (k) Scheme Implementation Agreement dated September 4, 2007 between ASE and ASE Test Limited relating to our acquisition of all the outstanding ordinary shares of, and the privatization of, ASE Test (incorporated by reference to Appendix A to Exhibit (a)(1) to Schedule13E-3(FileNo.005-55723)filed by ASE Test on January4, 2008). (l) Syndicated Loan Agreement in the amount of NT$24,750million dated March 3, 2008 among ASE, Citibank, N.A., Taipei Branch and the banks and banking institutions listed on Schedule I thereto relating to our acquisition of all the outstanding ordinary shares of, and the privatization of, ASE Test (incorporated by reference to Exhibit 4(l) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2008 filed on June24, 2009). (m) Equity Purchase Agreement dated March 17, 2008 between Aimhigh Global Corp., TCC Steel and J&R Holding Limited in respect of Weihai Aimhigh Electronic Co. Ltd. relating to our acquisition of 100% of ASE (Weihai), Inc. (incorporated by reference to Exhibit 4(m) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2008 filed on June24, 2009). (n) Syndicated Loan Agreement in the amount of US$200million dated May 29, 2008 among ASE, Citibank, N.A., Taipei Branch and the banks and banking institutions listed on Schedule I thereto relating to our acquisition of all the outstanding ordinary shares of, and the privatization of, ASE Test (incorporated by reference to Exhibit 4(n) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2008 filed on June24, 2009). (o) Equity Purchase Agreement dated October25, 2011 between PowerASE Technology, Inc. and certain shareholders ofLu-ChuDevelopment Corporation relating to our acquisition of 72.97% of all the outstanding ordinary shares ofLu-ChuDevelopment Corporation (incorporated by reference to Exhibit 4(o) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2011 filed on April20, 2012). (p) Equity Purchase Agreement dated October25, 2011 between PowerASE Technology, Inc. and shareholders ofLu-ChuDevelopment Corporation listed on Schedule I thereto relating to our acquisition of 9.3% of all the outstanding ordinary shares ofLu-ChuDevelopment Corporation (incorporated by reference to Exhibit 4(p) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2011 filed on April20, 2012). (q) Equity Purchase Agreement dated November17, 2011 between ASE Assembly & Test (Shanghai) Limited and Kunshan Ding Yao Real Estate Development Co., Ltd. relating to our acquisition of 10% equity of Shanghai Ding Hui Real Estate Development Co., Ltd. (incorporated by reference to Exhibit 4(q) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2011 filed on April20, 2012). (r) Equity Purchase Agreement dated January13, 2012 between ASE and shareholders of Yang Ting Tech Co., Ltd. listed on Schedule I thereto relating to our acquisition of 61.63% of all the outstanding ordinary shares of Yang Ting Tech Co., Ltd. (incorporated by reference to Exhibit4(r) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2011 filed on April20, 2012). (s) Equity Purchase Agreement dated January13, 2012 between ASE and shareholders of Yang Ting Tech Co., Ltd. listed on Schedule I thereto relating to our acquisition of 38.37% of all the outstanding ordinary shares of Yang Ting Tech Co., Ltd. (incorporated by reference to Exhibit 4(s) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2011 filed on April20, 2012). (u) **Syndicated Loan Agreement in the amount of NT$90,000million dated April30, 2018 among ASE Technology Holding Co., Ltd. and Bank of Taiwan, Mega International Commercial Bank, Citibank, N.A., Taipei Branch, and banks and banking institutions listed on Schedule I thereto relating to our financing needs for the SPIL Acquisition (incorporated by reference to Exhibit 4(u) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2018 filed on April26, 2019). (v) ASE Technology Holding Co., Ltd. 2021 Restricted Stock Awards Plan (English translation) (incorporated by reference to Exhibit 99.1 to our registration statement on FormS-8(FileNo.333-263006)filed on February25, 2022). (w) **Sale and Purchase Agreement dated December 1, 2021 between ASEH, Global Advanced Packaging Technology Limited, Alto Enterprises Limited, ASE Investment (Kunshan) Limited and ASE Mauritius Inc., as sellers, and Beijing Wise Road Asset Management Co., Ltd., as purchaser, relating to the disposal of shares and equity interests in GAPT Holding Limited and ASE (Kunshan) Inc. (incorporated by reference to Exhibit 4(w) to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2021 filed on March29, 2022). (x) ASE Technology Holding Co., Ltd. 2024 Restricted Stock Awards Plan (English translation) (incorporated by reference to Exhibit 99.1 to our registration statement on FormS-8(FileNo.333-281564) filed on August15, 2024). 8.*List of Subsidiaries 11.*Administrative and Practice Procedures to Prevent Insider Trading (English translation) (a) *Certification of Jason C.S. Chang, required by Rule13a-14(a)of the Exchange Act. (b) *Certification of Joseph Tung, required by Rule13a-14(a)of the Exchange Act. (a) *Certification of the Principal Executive Officer required by Rule13a-14(b)of the Exchange Act and Section1350 of Chapter 63 of Title 18 of the United States Code (b) *Certification of the Chief Financial Officer required by Rule13a-14(b)of the Exchange Act and Section1350 of Chapter 63 of Title 18 of the United States Code 15.*Consent of Deloitte& Touche 97. Compensation Recoupment Policy (incorporated by reference to Exhibit 97 to our annual report on Form20-F(FileNo.001-16125)for the year ended December31, 2023 filed on April3, 2024).