TABLE OF CONTENTS
USE OF CERTAIN TERMS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Item 2. Offer Statistics and Expected Timetable
Item 3. Key Information
[RESERVED]
CAPITALIZATION AND INDEBTEDNESS
REASON FOR THE OFFER AND USE OF PROCEEDS
RISK FACTORS
Item 4. Information on the Company
HISTORY AND DEVELOPMENT OF THE COMPANY
BUSINESS OVERVIEW
ORGANIZATIONAL STRUCTURE
PROPERTY, PLANTS AND EQUIPMENT
Item 4A. Unresolved Staff Comments
Item 5. Operating and Financial Review and Prospects
OPERATING RESULTS
LIQUIDITY AND CAPITAL RESOURCES
RESEARCH AND DEVELOPMENT
TREND INFORMATION
SAFE HARBOR
Item 6. Directors, Senior Management and Employees
DIRECTORS AND SENIOR MANAGEMENT
COMPENSATION
BOARD PRACTICES
EMPLOYEES
SHARE OWNERSHIP
DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION
Item 7. Major Shareholders and Related Party Transactions
MAJOR SHAREHOLDERS
RELATED PARTY TRANSACTIONS
INTERESTS OF EXPERTS AND COUNSEL
Item 8. Financial Information
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
SIGNIFICANT CHANGES
Item 9. The Offer and Listing
OFFER AND LISTING DETAILS
PLAN OF DISTRIBUTION
MARKETS
SELLING SHAREHOLDERS
DILUTION
EXPENSES OF THE ISSUE
Item 10. Additional Information
SHARE CAPITAL
ARTICLES OF INCORPORATION
MATERIAL CONTRACT
FOREIGN INVESTMENT IN THE R.O.C.
EXCHANGE CONTROLS
TAXATION
DIVIDENDS AND PAYING AGENTS
STATEMENT BY EXPERTS
i
DOCUMENTS ON DISPLAY
SUBSIDIARY INFORMATION
ANNUAL REPORT TO SECURITY HOLDERS
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Item 12. Description of Securities Other Than Equity Securities
DEBT SECURITIES
WARRANTS AND RIGHTS
OTHER SECURITIES
AMERICAN DEPOSITARY SHARES
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Item 15. Controls and Procedures
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert
Item 16B. Code of Ethics
Item 16C. Principal Accountant Fees and Services
Item 16D. Exemptions from the Listing Standards for Audit Committees
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Item 16F. Change in Registrant’s Certifying Accountant
Item 16G. Corporate Governance
Item 16H. Mine Safety Disclosure
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 16J. Insider Trading Policies
Item 16K. Cybersecurity
PART III
Item 17. Financial Statements
Item 18. Financial Statements
Item 19. Exhibits
ii
Unless the context otherwise requires, references in this annual report to:
“Advanced Shanghai” are to ASE Advanced Semiconductor (Shanghai) Limited, a company incorporated under the laws of the P.R.C. that spun off from ASESH AT in November 2020 and was disposed of in December 2021;
“AMPI” are to Advanced Microelectronic Products Inc., a company incorporated under the laws of the R.O.C.;
“ASE,” “ASE Inc.” or “ASE Group” are to Advanced Semiconductor Engineering Inc. and, unless the context requires otherwise, its subsidiaries;
“ASEPCAYMAN” are to ASEP Cayman Ltd., a company incorporated under the laws of the Cayman Islands, including its branch office in the Philippines operating under the name of ASE Co., Ltd. - Philippines Branch that carries out its business activities and is registered with the Philippine government, and its subsidiaries.
“ASE Chung Li” are to ASE (Chung Li) Inc., a company previously incorporated under the laws of the R.O.C. that merged into ASE Inc. in 2004;
“ASE Electronics” are to ASE Electronics Inc., a company incorporated under the laws of the R.O.C.;
“ASE Japan” are to ASE Japan Co. Ltd., a company incorporated under the laws of Japan;
“ASE Korea” are to ASE (Korea) Inc., a company incorporated under the laws of the Republic of Korea;
“ASE Material” are to ASE Material Inc., a company previously incorporated under the laws of the R.O.C. that merged into ASE Inc. in 2004;
“ASE Shanghai” or “ASEMTL” are to ASE (Shanghai) Inc., a company incorporated under the laws of the P.R.C.;
“ASE Test” are to ASE Test Limited, a company incorporated under the laws of Singapore;
“ASE Malaysia” are to ASE Electronics (M) Sdn. Bhd., a company incorporated under the laws of Malaysia;
“ASE Test Taiwan” or “ASET” are to ASE Test, Inc., a company incorporated under the laws of the R.O.C.;
“ASEH,” the “Company,” “ASE Technology Holding,” “we,” “us” or “our” are to ASE Technology Holding Co., Ltd. and, unless the context requires otherwise, its subsidiaries;
“ASEKS” are to ASE (Kunshan) Inc., a company incorporated under the laws of the P.R.C. and was disposed of in December 2021;
“ASEN” are to Suzhou ASEN Semiconductors Co., Ltd., a company incorporated under the laws of the P.R.C. and was disposed of in December 2021;
“ASESH AT” or “ASESH” are to ASE Assembly & Test (Shanghai) Limited, a company incorporated under the laws of the P.R.C.;
“ASEWH” are to ASE (Weihai), Inc., a company incorporated under the laws of the P.R.C. and was disposed of in December 2021;
1
“CHE” are to ASE Cheonan, Inc., a company incorporated under the laws of the Republic of Korea;
“Deposit Agreement” are to the deposit agreement, dated April 30, 2018, by and among ASE Technology Holding Co., Ltd., a company organized under the laws of the R.O.C. 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;
“DIR” are to the Department of Investment Review of the R.O.C. Ministry of Economic Affairs;
“EMS” are to electronic manufacturing services;
“EU” are to the European Union;
“Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended;
“FAFG” or “FAFG Group” are to Financiere AFG, a simplified limited liability company organized under the laws of France and, unless the context requires otherwise, its subsidiaries;
“FSC” are to the Financial Supervisory Commission of the R.O.C.;
“GAPT” are to Global Advanced Packaging Technology Limited, a company incorporated in Cayman Islands;
“HCC,” “HCC Group,” or “Hirschmann” are to Hirschmann Car Communication Holding S.a.r.l., a company organized under the laws of Luxembourg, which was merged with Hirschmann Mobility Holding GmbH in 2025, and, unless the context requires otherwise, its subsidiaries;
“Hung Ching” or “HC” are to Hung Ching Development & Construction Co. Ltd., a company incorporated under the laws of the R.O.C. Hung Ching is our equity method investee;
“IFRS Accounting Standards” are to International Financial Reporting Standards, International Accounting Standards and Interpretations as issued by the International Accounting Standards Board;
“ISE Labs” are to ISE Labs, Inc., a corporation incorporated under the laws of the State of California;
“Initial SPIL Tender Offer” are to ASE’s offer to purchase 779,000,000 common shares (including common shares represented by outstanding American depositary shares) of SPIL through concurrent tender offers in the R.O.C. and the U.S., at a price of NT$45 per SPIL common share and NT$225 per SPIL American depositary share, commenced on August 24, 2015 and expired on September 22, 2015;
“Joint Share Exchange Agreement” are to the joint share exchange agreement entered into between ASE and SPIL on June 30, 2016;
“Korea” or “South Korea” are to the Republic of Korea;
“NYSE” are to New York Stock Exchange;
“PCAOB” are to the Public Company Accounting Oversight Board (United States);
“PowerASE” are to PowerASE Technology Inc., a company incorporated under the laws of the R.O.C., which was merged into ASE Inc. in 2012;
“PPA Effects” are to the earnings effects from purchase price allocation (the “PPA”). “PPA of SPIL Acquisition” is the allocation of ASEH’s purchase price of SPIL into identifiable assets acquired and liabilities assumed from SPIL based on their fair values. The fair value write-up results in earnings effects over time which generate increased operating costs, operating expenses, other operating income and expenses and non-operating expenses;
2
“P.R.C.” are to the People’s Republic of China, including Hong Kong and Macau;
“P.R.C. Regulations” are to the Regulations Governing Securities Investment and Futures Trading in Taiwan by Mainland Area Investors;
“QDII” are to qualified domestic institutional investors;
“Republic of China,” “the R.O.C.” and “Taiwan” are to the Republic of China, including Taiwan and certain other possessions;
“R.O.C. Trading Day” are to a day when TWSE is open for business;
“SEC” are to the Securities and Exchange Commission of the United States;
“Second SPIL Tender Offer” are to ASE’s offer to purchase 770,000,000 common shares (including common shares represented by outstanding American depositary shares) of SPIL through concurrent tender offers in the R.O.C. and the U.S., at a price of NT$55 per SPIL common share and NT$275 per SPIL American depositary share, commenced on December 29, 2015 and expired on March 17, 2016 due to failure to obtain regulatory approval from the Taiwan Fair Trade Commission (the “TFTC”) prior to the expiration of the Second SPIL Tender Offer;
“Securities Act” are to the U.S. Securities Act of 1933, as amended;
“Share Exchange” are to the statutory share exchange pursuant to the laws of the Republic of China, through which ASEH (i) acquired all issued shares of ASE in exchange for shares of ASEH using the share exchange ratio and (ii) acquired all issued shares of SPIL using the cash consideration;
“SiP” are to system-in-package;
“SPIL” or “SPIL Group” are to Siliconware Precision Industries Co., Ltd., and, unless the context requires otherwise, its subsidiaries;
“SPIL Acquisition” are to ASEH’s effort to effect an acquisition of 100% of the common shares and American depositary shares of SPIL pursuant to the Joint Share Exchange Agreement;
“SPILSZ” are to Siliconware Technology (Suzhou) Limited, a company incorporated under the laws of the P.R.C.;
“Taiwan-IFRS” are to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the IFRS Accounting Standards as well as related guidance translated by Accounting Research and Development Foundation and endorsed by the FSC;
“TWSE” are to Taiwan Stock Exchange;
“Universal Scientific Industrial” or “USI” are to Universal Scientific Industrial Co., Ltd., a company incorporated under the laws of the R.O.C.;
“USIFR” are to Universal Scientific Industrial (France), a simplified limited liability company organized under the laws of France;
“USI Shanghai” or “USISH” are to Universal Scientific Industrial (Shanghai) Co., Ltd., a company incorporated under the laws of the P.R.C.;
“U.S.” refers to the United States of America;
“USI Group” are to USI Inc. and its subsidiaries;
“USI Inc.” are to USI Inc., a company incorporated under the laws of the R.O.C.;
3
“Wuxi Tongzhi” are to Wuxi Tongzhi Microelectronics Co., Ltd., a company incorporated under the laws of the P.R.C.
We publish our financial statements in New Taiwan dollars, the lawful currency of the R.O.C. In this annual report, references to “United States dollars,” “U.S. dollars” and “US$” are to the currency of the U.S.; references to “New Taiwan dollars,” “NT dollars” and “NT$” are to the currency of the R.O.C.; references to “RMB” are to the currency of the P.R.C.; references to “JPY” are to the currency of Japan; references to “MYR” are to the currency of Malaysia; references to “SGD” are to the currency of the Republic of Singapore; references to “KRW” are to the currency of the Republic of Korea; references to “EUR” are to the currency of the EU; references to “HKD” are to the currency of Hong Kong; references to “TND” are to the currency of Tunisia; and references to “MXN” are to the currency of Mexico. Unless otherwise noted, all translations from NT dollars to U.S. dollars were made at the exchange rate as set forth in the H.10 weekly statistical release of the Federal Reserve System of the United States (the “Federal Reserve Board”) as of December 31, 2025, which was NT$31.37=US$1.00, and all translations from RMB to U.S. dollars were made at the exchange rate as set forth in the H.10 weekly statistical release of the Federal Reserve Board as of December 31, 2025, which was RMB6.9931=US$1.00. All amounts translated into U.S. dollars in this annual report are provided solely for your convenience and no representation is made that the NT dollar, RMB or U.S. dollar amounts referred to herein could have been or could be converted into U.S. dollars or NT dollars/RMB, as the case may be, at any particular rate or at all. On March 18, 2026, the exchange rate between NT dollars and U.S. dollars as set forth in the H.10 weekly statistical release by the Federal Reserve Board was NT$31.84=US$1.00. On March 18, 2026, the exchange rate between RMB and U.S. dollars as set forth in the H.10 weekly statistical release by the Federal Reserve Board was RMB6.8726=US$1.00.
4
This annual report on Form 20-F contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Although these forward-looking statements, which may include statements regarding our future results of operations, financial condition, or business prospects, are based on our own information and information from other sources we believe to be reliable, you should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and similar expressions, as they relate to us, are intended to identify these forward-looking statements in this annual report. Our actual results of operations, financial condition or business prospects may differ materially from those expressed or implied in these forward-looking statements for a variety of reasons, including risks associated with cyclicality and market conditions in the semiconductor or electronics industry; changes in our regulatory environment, including our ability to comply with new or stricter environmental regulations and to resolve environmental liabilities; demand for the outsourced semiconductor packaging, testing and EMS we offer and for such outsourced services generally; the highly competitive semiconductor or manufacturing industry we are involved in; our ability to introduce new technologies in order to remain competitive; international business activities; our business strategy; our future expansion plans and capital expenditures; the strained relationship between the R.O.C. and the P.R.C.; general economic and political conditions; the recent global economic crisis; possible disruptions in commercial activities caused by natural or human-induced disasters; fluctuations in foreign currency exchange rates; and other factors. For a discussion of these risks and other factors, see “Item 3. Key Information—Risk Factors.”
5
Not applicable.
Below please find a summary of the principal risks we face, organized under relevant headings.
Risks Relating to Our Business
Since we are dependent on the highly cyclical semiconductor and electronics industries and conditions in the markets for the end-use applications of our products, our revenues and net income may fluctuate significantly.
A reversal or slowdown in the outsourcing trend for semiconductor packaging and testing services and EMS could adversely affect our growth prospects and profitability.
If we are unable to compete favorably in the highly competitive markets of semiconductor packaging and testing and EMS, our revenues and net income may decrease.
Our profitability depends on our ability to respond to rapid technological changes in the semiconductor industry.
Our operating results are subject to significant fluctuations, which could adversely affect the market value of our Common Shares and ADSs.
Due to our high percentage of fixed costs, we may be unable to maintain our gross margin at past levels if we are unable to achieve relatively high capacity utilization rates.
We may not be successful in pursuing mergers and acquisitions. Any mergers or acquisitions we make may lead to a diversion of management resources.
The loss of a large customer or disruption of our strategic alliance or other commercial arrangements with semiconductor foundries and providers of other complementary semiconductor manufacturing services may result in a decline in our revenues and profitability.
We rely on a limited number of key customers in certain products for our revenues, and our results of operations may be adversely affected by a reduction of our key customers’ business.
Our revenues and profitability may decline if we are unable to obtain adequate supplies of raw materials and energy in a timely manner and at a reasonable price.
6
If we are unable to manage our expansion or investments effectively, our growth prospects may be limited, and our future profitability and core business operations may be adversely affected.
If we are unable to obtain sufficient funding in a timely manner or on acceptable terms, our results of operations and financial conditions may be materially and adversely affected.
Any global political, economic, or financial crisis, as well as trade barriers, could adversely affect our business, financial condition, and results of operations.
Inflation and fluctuations in interest rates could adversely affect our business, financial condition, results of operations, and cash flows.
Fluctuations in exchange rates could adversely affect our business, results of operations, or financial condition.
Any impairment charges may have a material adverse effect on our financial results or condition.
Cyber-attacks could harm our business, financial condition, and results of operations.
A reversal or slowdown in AI-driven demand within the semiconductor industry could adversely affect our growth prospects and profitability.
Failure to grasp the future development or application of AI could adversely affect our business, financial condition, and results of operations.
Risks Relating to Taiwan, R. O. C.
Strained relations between the R.O.C. and the P.R.C. and disruptions in Taiwan’s political environment caused by domestic political events could negatively affect our business and the market value of our Common Shares and ADSs.
As a substantial portion of our business and operations are located in Taiwan, we are vulnerable to natural disasters including earthquakes, typhoons, droughts, as well as power outages and other industrial incidents, which could severely disrupt the normal operation of our business and adversely affect our results of operations.
Risks Relating to Ownership of Our Common Shares and ADSs
The market for our Common Shares and ADSs may not be liquid.
If a non-R.O.C. holder of ADSs withdraws and holds Common Shares, such holder of ADSs will be required to appoint a tax guarantor, local agent, and custodian in the R.O.C. and register with the TWSE or the Taipei Exchange in order to buy and sell securities on the TWSE.
We may not continue to declare cash dividends in any particular amount.
Holders of Common Shares and ADSs may experience dilution if we issue stock bonuses, share options, or restricted stocks to employees or sell additional equity or equity-linked securities.
Below please find the detailed analysis of the principal risks we face.
Our business is affected by market conditions in the highly cyclical semiconductor and electronics industries. Most of our customers operate in this industry, and variations in order levels from our customers and service fee rates may result in volatility in our revenues and net income. From time to time, the semiconductor and electronics industries experience significant, and sometimes prolonged, downturns. As our business is, and will continue to be, dependent on the requirements for independent packaging, testing and EMS, any future downturn in the industry would reduce demand for our services. If we cannot reduce our costs or adjust our product mix to sufficiently offset any decline in sales volumes, our profitability will suffer, and we may incur losses.
7
Market conditions in the semiconductor and electronics industries depend to a large degree on conditions in the markets for the end-use applications of various products, such as communications, computing, and consumer electronics products. Any deterioration of conditions in the markets for the end-use applications would reduce demand for our services and would likely have a material adverse effect on our financial condition and results of operations. In 2025, approximately 45.8%, 24.0% and 30.2% of our operating revenues from packaging and testing of semiconductors were attributed to communications, computing and consumer electronics/industrial/automotive/other applications, respectively. In the same year, approximately 31.0%, 10.2%, 35.7%, 12.8% and 10.3% of our operating revenues from EMS were attributed to communications, computing, consumer electronics applications, industrial, and automotive applications and others, respectively. Across end-use applications, our customers face intense competition and significant shifts in demand, which could put pricing pressure on our services and may adversely affect our revenues and net income.
Semiconductor manufacturers with internal packaging and testing capabilities, including integrated device manufacturers (IDMs), foundries and original equipment manufacturers (OEMs), have increasingly outsourced stages of the production process, such as packaging and testing and EMS to third-party providers. This trend has been driven by the need to reduce costs, eliminate product complexity, and meet fast-to-market requirements. In addition, the availability of advanced independent semiconductor manufacturing services has also enabled the growth of “fabless” semiconductor companies that outsource their manufacturing, packaging, and testing requirements to third-party providers. We cannot ensure that these entities will continue to outsource their packaging, testing, and manufacturing requirements to third parties like us. Furthermore, during an economic downturn, these manufacturers typically rely more on their own in-house packaging and testing capabilities, therefore decreasing their need to outsource. A reversal of, or a slowdown in, this outsourcing trend could result in reduced demand for our services and adversely affect our growth prospects and profitability.
Global economic uncertainty could adversely affect the demand for our products and services, and a protracted global economic crisis would have a material adverse effect on us.
Global economic growth in recent years has faced more uncertainty. Our revenue and net income are impacted to a significant extent by economic and financial conditions in Asia and globally, as well as economic and financial conditions specific to our business. The global economy, markets and levels of spending by businesses and consumers are influenced by many factors beyond our control, including political instability, military conflicts (such as the ongoing Russia-Ukraine conflict and the U.S.-Israeli-Iran conflict), pandemics (such as coronaviruses and flu) and natural disasters (such as earthquakes, floods, and droughts).
There have been concerns about the relationships among the P.R.C. and other Asian countries, the relationship between the P.R.C. and the U.S., as well as the relationship between the U.S. and certain other Asian countries such as North Korea, which may result in or intensify potential conflicts in relation to territorial, regional security and trade disputes.
As of the date of this annual report, our business, results of operations, and financial condition have not been materially affected by the global trade tensions, military conflicts, pandemics or natural disasters. Nevertheless, any economic downturn or other future conflicts may cause our customers to cancel or reduce planned expenditures for our products and services. Any uncertainty or significant volatility in global economic conditions, including inflation, interest rates, and fluctuations in exchange rates, may negatively affect our business, results of operations, and financial condition.
8
The markets of semiconductor packaging and testing and EMS are very competitive. We face competition from many sources, including other independent semiconductor packaging and testing companies, IDMs, and other EMS providers with large-scale manufacturing capabilities who can quickly react to market changes. In addition, some foundry players have actively invested and expanded their advanced packaging capacity and gained some customer bases with their services and solutions.
We believe that the principal competitive factors in our industry are:
technological expertise;
ability to provide total solutions to our customers, including integrated design, manufacturing, packaging and testing and EMS;
ability to offer interconnect technologies at an optimal scale for our businesses;
range of package types and testing platforms available;
ability to work closely with our customers at the product development stage;
responsiveness and flexibility;
fast-to-market product development;
capacity;
diversity in facility locations;
production yield; and
prices.
We face increasing competition, as most of our customers obtain services from more than one source. Rapid technological advancements and aggressive pricing strategies by our competitors may continue to increase the level of competition. Our ability to successfully compete depends on factors both within and outside of our control and may be constrained by the distinct characteristics and production requirements of individual products. We cannot ensure that we will be able to continue to improve production efficiency and maintain reasonable profit for all our products.
In addition, some of our competitors may have superior financial, marketing, manufacturing, research and development and technological resources than we do. For example, the P.R.C. government has supported its domestic companies in the semiconductor industry. Similarly, our customers may face competition from their competitors in the P.R.C., and such competitors may also receive significant subsidies from the P.R.C. government. As we are upstream providers, the impact of such government policies on competition and price pressure of our customers may negatively impact our business. Increasing competition may lead to declines in product prices and profitability and could have a material adverse effect on our business, financial condition, results of operations, and future prospects.
The semiconductor industry is characterized by rapid increases in the diversity and complexity of semiconductors. As a result, we expect that we will need to continually offer more sophisticated packaging and testing technologies and processes in order to respond to competitive industry conditions and customer requirements.
9
We dedicate substantial efforts to research and development and continue to develop new products in anticipation of future demand. However, there is no assurance that the launch of any new product will be successful or that we will be able to produce enough of these products to meet market demand. If we fail to develop, or obtain access to, advances technologies or processes or respond effectively to industry developments, we may become less competitive and less profitable. In addition, advances in technology typically lead to declining average selling prices for semiconductors packaged or tested with older technologies or processes. As a result, if we cannot reduce the costs associated with our services, the profitability of a given service and our overall profitability may decrease over time.
Our operating results have varied significantly from period to period and may continue to vary in the future. Downward fluctuations in our operating results may result in decreases in the market price of our Common Shares and ADSs. Among the more important factors affecting our quarterly and annual operating results are the following:
changes in general economic and business conditions, particularly the cyclical nature of the semiconductor and electronics industries and the markets served by our customers;
our ability to quickly adjust to unanticipated declines or shortfalls in demand and market prices;
changes in prices for our products or services;
volume of orders relative to our packaging, testing and manufacturing capacity;
changes in costs and availability of raw materials, equipment and labor;
our ability to obtain or develop substitute raw materials with lower cost;
our ability to successfully develop or market new products or services;
our ability to successfully manage product mix in response to changes in market demand and differences in margin associated with different products;
timing of capital expenditures in anticipation of future orders;
our ability to acquire, or design and produce, cost-competitive interconnect materials, and provide integrated solutions for EMS;
fluctuations in the exchange rate;
fluctuations in interest rates;
international trade disputes, geopolitical tensions, leading to increasing export control restrictions and sanctions, trade barriers, tariffs and other changes in trade policy; and
typhoons, earthquakes, droughts, epidemics, tsunamis and other natural disasters, as well as industrial and other incidents such as fires and power outages.
Due to the factors listed above, our future operating results or growth rates may be below the expectations of research analysts and investors. If so, the market price of our Common Shares and ADSs, and thus the market value of your investment, may fall.
Our operations, in particular our testing operations and leading-edge advanced packaging, are characterized by relatively high fixed costs. We expect to continue to incur substantial depreciation and other expenses in connection with our acquisitions of equipment and facilities. Our profitability depends not only on the pricing levels for our services or products, but also on utilization rates for our machinery and equipment, commonly referred to as “capacity utilization rates.” Increases or decreases in our capacity utilization rates can significantly affect gross margins since the unit cost generally decreases as fixed costs are spread over a larger number of units. In periods of low demand, we experience relatively low capacity utilization rates in our operations, which lead to reduced margins. We cannot ensure that we will be able to maintain or surpass our past gross margin levels if we cannot consistently achieve or maintain relatively high capacity utilization rates.
10
Our future success may depend on acquiring businesses and technologies, making investments, or forming joint ventures that complement, enhance, or expand our current product offerings or otherwise offer growth opportunities. In pursuing such acquisitions, we may face competition from other companies in the semiconductor industry. Mergers and acquisitions involve certain integration risks and uncertainties, including the difficulty in integrating technologies, systems, products, policies and operations, coordinating geographically separate organizations and combining different corporate cultures, utilizing capital and other resources in an optimal manner and addressing unanticipated costs or liabilities. Furthermore, our ability to acquire or invest in suitable targets may be limited by applicable laws and regulations in the R.O.C., P.R.C., U.S., European countries, and other jurisdictions where we do business. Even if the businesses we acquire are successfully integrated with our existing business, the benefits of such transactions may not be realized within the anticipated time frame or at all. Each of these risks could have a material adverse effect on our business, financial condition, and results of operations.
Although we have a large customer base, we have derived, and expect to continue to derive, a large portion of our revenues from a small group of customers during any particular period due in part to the concentration of market share in the semiconductor and electronics industries. The demand for our services from a customer is directly dependent upon that customer’s level of business activity, which could vary significantly from year to year. Our key customers typically operate in the cyclical semiconductor and electronic business and order levels have significantly varied from period to period in the past and may vary in the future. Some of these companies are relatively small, have limited operating histories and financial resources, and are highly exposed to the cyclicality of the industry. We cannot ensure that these customers or any other customers will continue to place orders with us in the future at the same levels as in past periods. The loss of one or more of our significant customers, or reduced orders by any one of them, and our inability to replace these customers or make up for such orders, could adversely affect our revenues and profitability. In addition, we have in the past reduced, and may in the future be requested to reduce, our prices to limit the level of order cancellations. Any price reduction would likely reduce our margins and profitability.
Since 1997, we have maintained a strategic alliance with Taiwan Semiconductor Manufacturing Company Limited, or TSMC, one of the largest dedicated semiconductor foundries in the world. TSMC designates us as its non-exclusive preferred provider of packaging and testing services for semiconductors manufactured by TSMC. Such strategic alliances, as well as our other commercial arrangements with providers of other complementary semiconductor manufacturing services, enable us to offer total semiconductor manufacturing solutions to our customers. These strategic alliances and other commercial arrangements may not achieve their anticipated commercial benefits and may be terminated at any time. Any failure in successfully maintaining such alliances, any termination of such alliances or our failure to enter substantially similar strategic alliances or commercial arrangements may adversely affect our competitiveness, revenues, and profitability.
Our results of operations also depend on the performance and business of our key customers. Accordingly, risks that could seriously harm our key customers—including their loss of market share, a recession in their respective end-markets, failure of their products to achieve widespread commercial acceptance, or our key customers’ inability to manage their operations efficiently and effectively—could harm us as well.
11
The launch and market acceptance of our individual key customers’ products could significantly impact our product and customer mix, resulting in significant volatility in the demand for the solutions we offer and our results of operations. It is also possible that a key customer’s market share with respect to its product may decline as its competitors introduce new products, which could adversely affect our results of operations, particularly if we are unable to sell our solutions to such competitors. Furthermore, sales of our key customers’ products are subject to seasonal fluctuation.
Our operations, such as packaging operations, substrate operations, and EMS require that we obtain adequate supplies of raw materials on a timely basis. Shortages in the supply of raw materials have in the past resulted in occasional price increases and delivery delays. In addition, the operations of some of our suppliers are vulnerable to natural disasters, such as earthquakes and typhoons, the occurrences of which may deteriorate and prolong the shortage or increase the uncertainty of the supply of raw materials.
Raw materials such as IC substrates are prone to supply shortages since such materials are produced by a limited number of suppliers, such as Kinsus Interconnect Technology Corporation, Nan Ya Printed Circuit Board Corporation, and Unimicron Technology Corporation. The growing demand for high-performance computing (HPC) driven by artificial intelligence (or “AI”), and the supporting infrastructure such as servers, data centers, and networking equipment has resulted in increased demand for semiconductor chips. However, this demand has also led to greater complexity in chip and substrate design. Specifically, the Ajinomoto Build-up Film (ABF) substrate, a crucial component for manufacturing high-performance chips, may face a higher risk of supply shortages or extended lead times due to potential strong demand for AI, elevated manufacturing difficulty, and heavy capital requirements for capacity expansion.
Operations conducted through our wholly owned subsidiaries, ASE Electronics and ASE Shanghai, have improved our ability to obtain IC substrates on a timely basis and at a reasonable cost. In 2025, our interconnect materials operations supplied approximately 8.7% of our consolidated substrate requirements by value. We do not expect that these internal interconnect materials operations will be able to meet all our interconnect materials requirements for the foreseeable future. Consequently, we will remain dependent on market supply and demand for our substrates.
In addition, recent fluctuations in prices of precious metals, such as gold, have affected the price at which we have been able to purchase the principal raw materials we use in our packaging processes. We cannot guarantee that we will not experience shortages in the future or that we will be able to obtain adequate supplies of raw materials in a timely manner or at a reasonable price. Our revenues and net income could also decline under these circumstances, or if there are significant increases in the costs of raw materials that we cannot pass on to our customers.
Moreover, energy prices fluctuate based on events outside of our control. Rising global energy prices in recent years pose a significant challenge to our operations. As AI becomes more prevalent and developed, we expect the demand for and consumption of electricity to further increase. Any energy price increases may raise our costs and lower our margins. Although we may be able to pass through the impact of some energy price charges to some of our customers, we may not be able to pass all of these cost increases on to our customers. As a result, our results of operations and financial performance may be adversely impacted by such cost increases.
We have significantly expanded our operations through strategic acquisitions and joint ventures in recent years. We anticipate that further expansion will be required as we adapt to the changing needs of customers.
Expansion in general increases the complexity of operations and places significant strains on our management, operational, and financial resources. We also face uncertainties in creating strategic and operational synergies as we combine existing operations with the new sites. Furthermore, we may have limited experience in operating business in certain new countries or regions. As a result of our expansion, we may incur additional costs and expenses, such as hiring and training additional employees, devoting more of management’s attention to operations and compliance, and allocating additional resources in dealing with potential disputes relating to its operations. The expected growth and expansion of our business will place significant demands on our management and operations teams and require significant additional resources to meet our needs, which may not be available at a reasonable price. If we cannot effectively manage our expansion or investments, we may not be able to execute our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy customer requirements, or maintain high-quality product offerings, any of which could lead to inefficiencies, redundancies, and result in reduced growth prospects and profitability. We cannot ensure that we will be able to deploy and manage new business initiatives successfully or effectively.
12
Our businesses regularly require significant capital investments in order to support the expansion of our facilities both domestically and globally. If we are required to rapidly increase our current geographical footprint to fulfill our customers’ needs, our capital requirements may increase suddenly and significantly. In addition to capacity expansion, we will also need increasing levels of resources to fund our research and development activities in order to remain competitive, and to support operations outside of our existing footprint. We believe that our existing cash and cash equivalents, marketable securities, expected cash flow from operations, and existing credit lines under our loan facilities will be sufficient to meet our capital expenditures, working capital, and cash obligations under our existing debt and lease arrangements, and other requirements for at least the next twelve months.
Our ability to obtain external financing in the future is subject to a variety of uncertainties, including:
our future financial condition, results of operations, and cash flows;
general market conditions for financing activities by semiconductor or electronics companies; and
economic, political, and other conditions in Taiwan and elsewhere.
If we are unable to obtain new or additional land or land use rights, additional equipment, or facilities in a timely manner and at a reasonable cost, our competitiveness and future profitability may be adversely affected.
In order to meet customer demand, we need to expand existing facilities or obtain suitable land for construction of new facilities. Both expansion and construction projects are currently underway or being contemplated. Such expansion or construction may require us to obtain land use or development rights. If we are unable to obtain new or additional land or land use rights in a timely manner, we could experience significant fulfillment delays in our customers’ orders, resulting in negative impacts on our results of operations. In addition, semiconductor businesses are capital intensive and require significant investment in expensive equipment manufactured by a limited number of vendors. The market for semiconductor equipment is characterized by intense demand, limited supply, and long delivery cycles. Our operations and expansion plans depend on our ability to obtain a significant amount of such equipment from a limited number of vendors. From time to time, we have also leased equipment. We have no binding supply agreements with any of our vendors and acquire our equipment on a purchase order basis, which exposes us to changing market conditions and other substantial risks. For example, shortages of capital equipment could result in an increase in the price of equipment and longer delivery times. Semiconductor products and services also require sizeable facilities. If we are unable to obtain equipment or facilities in a timely manner, we may be unable to fulfill our customers’ orders, which could adversely affect our growth prospects as well as financial condition and results of operations. See “Item 4. Information on the Company—Business Overview—Equipment.”
Our global manufacturing and sales activities subject us to risks associated with legal, political, economic, or other conditions which could negatively affect our business, financial status, and the market value of our Common Shares and ADSs.
Our principal executive office and production facilities are in the R.O.C, and the majority of our net revenues are derived from our operations in the R.O.C. and the P.R.C. In addition, we have operations worldwide and a significant percentage of our revenue comes from sales to overseas locations. Changes in policies and laws, including environmental regulations, as well as general political and economic conditions, security risks, health conditions, and possible disruptions in transportation networks in the various countries in which we operate, could adversely affect our business, and negatively impact our results of operations as well as the market price and liquidity of our Common Shares and ADSs.
13
In recent years, several major political, economic and financial crises have negatively affected global business and financial markets, including the semiconductor industry. For example, since 2018, the U.S. and the P.R.C. have imposed tariffs on certain of each other’s exports. The imposition of trade tariffs globally, particularly between the U.S. and the P.R.C., may adversely affect economic conditions. The U.S. government’s recent imposition of additional tariffs on numerous countries, and the potential for trade disputes with other countries, have created increased uncertainty in international trade. These measures include semiconductor-specific tariffs, which the U.S. government intends to increase over time, as well as elevated baseline and country-specific tariffs. The U.S. government’s international trade policy and its implementation of tariffs continues to evolve in light of U.S. judicial decisions and negotiations with global trading partners. The imposition of such tariffs could increase our costs, which we may not be able to pass on to our customers, and could adversely affect our business, financial condition, and results of operations.
Furthermore, the broader political environment or international trade policies could lead to further revisions in laws or regulations, changes in their interpretation and enforcement, increased taxation, trade sanctions, import or export duties and tariffs, or restrictions on trade, all of which may adversely affect our results of operations. The U.S. government has also enacted trade measures, including licensing requirements on exporting certain advanced computing and semiconductor manufacturing items, as well as AI-related items to the P.R.C. or other designated countries. On the other hand, in response to U.S. trade restrictions, the P.R.C. government has intensified its efforts to support domestic semiconductor companies through financial incentives and policy measures aimed at achieving self-sufficiency in semiconductor production and reduce reliance on foreign suppliers amid its heightened rivalry with the U.S. These measures further increase the uncertainty of our business operations related to the P.R.C. supply chain. The increasing economic uncertainty and the related investment risk in the P.R.C. resulting from trade tensions have heightened customers’ concerns. We build flexible and resilient supply chains to address shifts in market conditions and to satisfy customer needs, broadening our markets through expansion of overseas operations, joint ventures, acquisitions, and other strategic investments. While we strive to maintain a cost-competitive manufacturing and attract customers through supply chain diversification, fragmented operations may increase our vulnerability to market disruptions and adversely affect our results of operations.
We do business within the P.R.C. This may expose us to additional political, regulatory, economic, and foreign investment risks.
We have packaging, testing, EMS, and real estate subsidiaries in the P.R.C. that require approval and compliance with regulatory requirements. However, P.R.C. laws and regulations are often subject to varying interpretations, means of enforcement, and additional approvals from the relevant governmental authorities, which may be delayed or denied. The P.R.C. government holds significant discretion in matters relating to foreign investment, which may adversely affect our operations.
In addition, our controlling interest in USI Shanghai, an entity currently listed on the Shanghai Stock Exchange under the symbol “601231,” makes us vulnerable to extreme price and volume fluctuations in the P.R.C. stock market that may indirectly affect the market price of our Common Shares and ADSs.
Furthermore, we have made several investments in the real estate development businesses in the P.R.C. The P.R.C. property market is volatile and may experience undersupply or oversupply, as well as property price fluctuations. Central and local governments frequently adjust monetary and other fiscal policies to prevent or curtail the overheating of the economy. Such policies may lead to changes in market conditions, including price instability, and imbalance of supply and demand with respect to office, residential, retail, entertainment, cultural, and intellectual properties. Our exposure to risks related to real estate development may also increase over time as a result of our expansion into such a business. We may continue to make investments in this area in the future and our diversification in this industry may put pressure on our managerial, financial, operational, and other resources. There can be no assurance that our investments in such a business will yield the anticipated returns and that our expansion into such a business, including the resulting diversion of management’s attention, will not adversely affect our core business operations.
14
The escalation of tensions between South Korea and North Korea could have an adverse effect on our operations in South Korea and the market value of our shares.
The political relationship between South Korea and North Korea has been tense throughout Korea’s modern history. The level of tension between the two countries has heightened and may increase abruptly as a result of current or future events. In recent years, there have been increasing security concerns stemming from North Korea’s nuclear weapons and long-range missile testing, and uncertainty regarding North Korea’s actions and potential responses from the international community. Although we do not derive any revenue from, nor sell any products in, North Korea, any further rising tension on the Korean Peninsula could affect our business, financial condition, results of operations, and the market value of our Common Shares and ADSs.
We depend on selected personnel and could be negatively affected by the loss of their services.
We depend on the continued service of our executive officers and skilled technical personnel. Our business could suffer if we lose the services of any of these personnel and cannot adequately replace them. Although some of these management personnel have entered into employment agreements with us, they may nevertheless leave before the expiration of these agreements. We are not insured against the loss of the services of any of our personnel. In addition, the resulting disruption may shift these and other employees’ attention from our business operations.
We may be required to increase substantially the number of employees as a result of our expansion plans, and there is intense recruiting and hiring competition in this industry. We may not be able to retain our present personnel or attract additional necessary qualified personnel. In addition, we may need to increase employee compensation levels in order to retain our existing officers and employees and attract the additional personnel that we expect to require. Recently, some companies have accelerated efforts to maliciously poach talented Taiwan semiconductor experts by offering high-level positions with substantial salaries. If the number of malicious acts involving technology theft increase, Taiwan’s semiconductor industry would be seriously affected and our business would be adversely jeopardized.
Furthermore, a portion of the workforce at our facilities in Taiwan is foreign workers employed under work permits, which are subject to government regulations on renewal and other terms. Consequently, our business could suffer if Taiwan’s regulations relating to the employment of foreign workers were to become significantly more restrictive or if we are otherwise unable to attract or retain these workers at a reasonable cost.
The ongoing legal proceeding involving Dr. Tien Wu may have an adverse impact on our business and cause our Common Shares and ADS price to decline.
On December 31, 2024 (the “December 31 judgment”), the Taiwan High Court Kaohsiung Branch Court issued a ruling in a criminal proceeding brought by the Taiwan Kaohsiung District Prosecutors Office, finding Dr. Tien Wu, our director and chief operating officer, guilty on certain charges and not guilty on others and sentencing him to 22 months of judicial custody. Dr. Tien Wu subsequently filed an appeal against the portion of the judgment finding him guilty. The Taiwan Kaohsiung District Prosecutors Office did not appeal the portion finding him not guilty, which therefore became final and non-appealable. Following Dr. Tien Wu’s appeal, the Supreme Court of the R.O.C. reversed the guilty portion of the December 31 judgment finding him guilty and remanded that portion of the case to the Taiwan High Court Kaohsiung Branch Court on July 10, 2025, on the grounds that Taiwan High Court Kaohsiung Branch Court failed to investigate evidence that should have been examined during the trial of the December 31 judgment. On February 11, 2026, the Taiwan High Court Kaohsiung Branch Court rejected the appeal filed by the Taiwan Kaohsiung District Prosecutors Office and affirmed the February 5, 2020 judgment by the Taiwan Kaohsiung District Court that found Dr. Tien Wu NOT guilty (the “February 11 Judgment”). On March 2, 2026, the Taiwan Kaohsiung District Prosecutors Office filed an appeal against the February 11 Judgment. The final outcome of the remanded proceedings remains pending and uncertain.
15
The case arises from an indictment filed in 2017 that alleged that Dr. Tien Wu violated Article 157-1 of the R.O.C. Securities and Exchange Act for insider trading activities involving SPIL’s common shares conducted during the Initial SPIL Tender Offer, the Second SPIL Tender Offer, and negotiations of the memorandum of understanding in connection with the SPIL Acquisition. Dr. Tien Wu was accused of informing a friend about the aforementioned tender offers and negotiation ahead of the public announcements. After an investigation spanning over two years, the Taiwan Kaohsiung District Court, on February 5, 2020, found Dr. Tien Wu not guilty. On March 20, 2020, the Taiwan Kaohsiung District Prosecutors Office filed an appeal against the February 5, 2020 judgment, and the appeal was rejected by the Taiwan High Court Kaohsiung Branch Court on June 9, 2021 (the “June 9 judgment”). On July 2, 2021, the Kaohsiung Branch, Taiwan High Prosecutors Office filed another appeal against the June 9 judgment. The Supreme Court of the R.O.C. reversed the June 9 judgment and remanded this case to the Taiwan High Court Kaohsiung Branch Court on January 6, 2022. Upon remand, a trial was conducted, leading to the December 31 judgment. We have strengthened internal control measures after this incident, and no other directors were parties nor are expected to become a party to any current or future litigation in connection with this matter.
On October 26, 2018, the R.O.C. Securities and Futures Investors Protection Center (the “SFIPC”) filed a civil lawsuit against Dr. Tien Wu and ASEH, requesting the court to remove Dr. Tien Wu from ASEH’s board of directors based on Article 10-1 of the R.O.C. Securities Investor and Futures Trader Protection Act (the “Director Removal Case”). On August 25, 2020, the Taiwan Ciaotou District Court ruled in favor of Dr. Tien Wu. SFIPC filed an appeal against the August 25, 2020 judgment and the appeal was rejected by the Taiwan High Court Kaohsiung Branch Court on September 29, 2021 (the “September 29 judgment”). On October 20, 2021, SFIPC filed another appeal against the September 29 judgment. The Supreme Court of the R.O.C. reversed the September 29 judgment and remanded this case to the Taiwan High Court Kaohsiung Branch Court on May 25, 2022. On January 8, 2025, SFIPC’s appeal was rejected by the Taiwan High Court Kaohsiung Branch Court (the “January 8 Judgment”). SFIPC then filed an appeal against the January 8 Judgment. The Supreme Court of the R.O.C. reversed the January 8 Judgment and remanded this case to the Taiwan High Court Kaohsiung Branch Court on December 17, 2025, where it is now being tried.
In addition to the Director Removal Case, on July 8, 2021, SFIPC filed an additional class action to request Dr. Tien Wu and other three defendants of the aforementioned criminal proceeding of insider trading to be jointly liable for the damages caused by the alleged insider trading activities. The Intellectual Property and Commercial Court of the R.O.C. ruled in favor of SFIPC and portion of the damages was awarded on August 18, 2022, and all defendants of this class action filed appeals against the August 18 judgment. The Supreme Court of the R.O.C. reversed the August 18 judgment and remanded the case to the Intellectual Property and Commercial Court on March 14, 2024, where it is now being tried. The proceedings in connection with this incident, or potential regulatory scrutiny, might attract further media attention. Any negative publicity in connection with the legal proceedings may adversely affect our brand and reputation, which might result in a material adverse impact on our business operations and prospects.
As we depend on the continuing service of our directors and executive officers, and we are not insured against the loss of service of any of our personnel, our business operations could suffer from the loss of services of any director or executive officer, including Dr. Tien Wu. There are no assurances that we will be able to find suitable replacement directors or executive officers.
Our insurance coverage may be inadequate to cover all our business risks.
Although we seek to obtain insurance for some of our primary operational risks, the amount of our insurance coverage may not be adequate to cover all potential claims or liabilities, and we may be forced to bear substantial costs resulting from the risks and uncertainties of our business. Especially in light of our increased focus on our automotive semiconductor business, there is also no guarantee that we will be able to obtain insurance coverage when desired or that insurance will be available on commercially attractive terms. Any failure to obtain adequate insurance coverage on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition, and results of operations.
We are exposed to economic and political conditions in the countries and regions where we operate. We are also affected by governmental policies regarding spending and investment, exchange controls, regulatory and taxation changes, and other adverse political, economic, or social developments in the countries and regions in which we operate. Like all companies with extensive operations, we are exposed to risks from fluctuations in inflation.
16
High inflation rates may adversely affect our business by increasing the costs of the raw materials, energy, labor, and transportation. Current or future efforts by various governments to stimulate their economies may increase the risk of inflation. In the event of an increase in inflation, we may need to increase the sales prices of our services in order to maintain satisfactory profits; however, such increases may not be accepted by our customers and may not sufficiently compensate for the negative impacts of inflation. At a macro level, inflation might reduce households’ disposable income and reduce people’s savings, which may decrease discretionary spending and negatively impact the sales of our customers’ products and, correspondingly, their demand for our manufacturing services. If we are unable to fully offset the effects of increased inflation, we may have material adverse impacts on our business, financial condition, results of operations, and cash flows.
As a result of inflationary pressure and macroeconomic instability, various governments may adopt monetary policies that will lead to higher interest rates. Higher interest rates may adversely affect our financing costs, including the costs of our current debt and leasing payments. There is no assurance that we will be able to effectively mitigate the interest rate risk, even after utilizing certain financing instruments. Further, in higher interest rate environments, our customers may reduce their overall investment in product development by cutting their capital expenditures and research and development expenses. Such reductions in capital expenditures and research and development expenses by our customers may reduce the amount of business that we receive from them and adversely affect our results of operations.
Within our global operations, significant transactions and balances are denominated in currencies other than the NT dollar. A significant portion of our revenues and capital expenditures are denominated in U.S. dollars. In contrast, our operating costs and operating expenses are primarily incurred in NT dollars, U.S. dollars, RMB, Japanese yen, Korean won, and EUR. As a result, fluctuations in exchange rates will affect our financial condition and results of operations. These fluctuations could result in exchange losses in NT dollar and other local currency terms, even though we have implemented hedging and mitigating techniques. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk— Market Risk—Foreign Currency Exchange Rate Risk.”
The financial performance of our equity method investments could adversely affect our results of operations.
As part of our business strategy, we have and may continue to pursue acquisitions of businesses and assets, strategic alliances, and investments in associates and joint ventures. We currently have equity investments in certain entities and the accounting treatment applied for these investments varies depending on several factors, including, but not limited to, our percentage of ownership, our percentage of membership of the investee’s board, and the level of influence we have over the relevant entity. Any losses experienced by these entities could adversely affect our results of operations and the value of our investment. In addition, if these entities were to fail and cease operations, we may lose the entire value of our investment and the stream of any shared profits.
There can be no assurance that we will be able to maintain or enhance the value or performance of our investee companies or that we will achieve the returns or benefits sought from such investments. If our interests differ from those of other investors in our investee companies, we may not be able to enjoy synergies with the investee and it may adversely affect our financial results or condition.
Under IFRS Accounting Standards, we are required to evaluate our tangible assets, right-of-use assets, goodwill and other intangible assets for impairment whenever triggering events or changes in circumstances indicate that the assets may be impaired. If certain criteria are met, we are required to record an impairment charge.
The determination of an impairment charge at any given time is based significantly on our expected results of operations over several years in the future. We are unable to estimate the extent and timing of any impairment charges for future years and we cannot give any assurance that impairment charges will not occur in periods subsequent to the date of this annual report. As a result, an impairment charge is more likely to occur during a period in which our operating results and outlook are otherwise already depressed. Any impairment charge could have a material adverse effect on our financial results or condition.
17
Any failure to achieve and maintain effective internal controls could have a material adverse effect on our business and results of operations.
We are required to comply with various R.O.C. and the U.S. laws and regulations on internal controls, including but not limited to Section 404 of the Sarbanes-Oxley Act. However, internal controls over financial reporting may not prevent or detect misstatements because of its inherent limitations. Any failure to maintain effective internal control over financial reporting could harm our business, erode investor confidence in our financial statements, and negatively impact the trading price of our Common Shares and ADSs. Furthermore, we could be subject to criminal penalties or shareholder litigation if we fail to remedy any deficiencies or maintain the adequacy of our internal controls. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2025. See “Item 15. Controls and Procedures” for details.
Restrictive covenants and broad default provisions in our existing debt agreements may materially restrict our operations as well as adversely affect our liquidity, financial condition, and results of operations.
We are a party to numerous loans and other agreements relating to the incurrence of debt, which may include restrictive covenants and broad default provisions. Covenants in the agreements governing our existing debt, and debt we may incur in the future, may materially restrict our operations, including our ability to incur debt, pay dividends, and make certain investments and payments, other than in connection with restructurings of consolidated entities, and encumbering or disposing of assets. In addition, any global economic deterioration or ineffective expansion may cause us to incur significant net losses or force us to assume considerable liabilities. We cannot ensure that we will be able to remain in compliance with our financial covenants, which, as a result, may lead to a default. This may thereby restrict our ability to access unutilized credit facilities or the global capital markets to meet our liquidity needs. Furthermore, a default under any agreement by us or our subsidiaries may trigger cross-defaults under agreements. In the event of default, we may not be able to cure the default or obtain a waiver on a timely basis. An event of default under any agreement governing our existing or future debt, if not cured or waived, could have a material adverse effect on our liquidity, financial condition, and results of operations.
As of December 31, 2025, we were not in breach of any of the financial covenants under our existing loan agreements. There is no assurance that we will not breach any such financial covenants under our loan agreements in the future or that we will obtain a waiver from the relevant bank for any future breaches in a timely manner.
We could potentially face tax uncertainties arising from our decisions, activities, and operations or any changes in tax laws in jurisdictions in which we operate, which may adversely affect our operations.
We have business operations in multiple countries and our worldwide operations are taxed under the laws of the jurisdictions in which we operate. However, the integrated nature of our worldwide operations can produce conflicting claims from revenue authorities in different countries as to the profits to be taxed in the individual countries, which could increase our effective tax rate and adversely affect our reputation and operations. There are many activities in our daily operations that may also give rise to tax issues, ranging from procurement, research and development activities, manufacturing to product storage and distribution, among others. Additional tax liabilities such as double taxation, inapplicability of tax incentives, tax adjustment, and related interest and penalties may arise if tax issues are not dealt with appropriately. Changes in the tax laws and regulations present considerable variations in interpretation and enforcement, which could result in more stringent compliance measures and tax audits in the jurisdictions in which we operate. Furthermore, our tax expenses and effective tax rates could be affected as a result of the base erosion and profit shifting project that was undertaken by the Organization for Economic Cooperation and Development (the “OECD”). Failure to comply with any change in tax laws could result in unfavorable tax consequences to us and have an adverse impact on our business, financial condition, and results of operations.
We may be subject to intellectual property rights disputes, which could adversely affect our business.
Our ability to compete successfully and achieve future growth depends in part on developing and safeguarding our proprietary technologies while securing commercially acceptable terms for non-owned technologies. Our failure to do so may seriously harm our competitive position.
18
Our ability to compete successfully also depends in part on operating without infringing others’ proprietary rights. In particular, the semiconductor and electronics industries are characterized by frequent litigation regarding patent and other intellectual property rights. We have received communication alleging infringement of others’ technologies and may receive more in the future. Infringement claims have resulted in, or could result in acquiring licenses, discontinuing certain technologies, paying damages or settlement payments, or unfeasibly seeking to develop alternative technologies, which could result in financial consequences.
Any litigation, whether as plaintiff or defendant and regardless of the outcome, is costly and diverts company resources. Any of the foregoing could harm our competitive position and render us unable to fully provide our services operations.
Regulations related to conflict minerals could adversely affect our business, financial condition and results of operations.
In August 2012, the SEC adopted annual disclosure and reporting requirements, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, for companies that use conflict minerals in their products. These rules require companies that manufacture or contract to manufacture products for which conflict minerals are necessary for functionality or production to begin scrutinizing the origin of conflict minerals in their products. We filed a specialized disclosure report on Form SD in accordance with the requirements and we have retained an independent auditing firm to conduct audits on our due diligence framework to provide a private sector report for our specialized disclosure report on Form SD. There will be costs associated with complying with these disclosure requirements, including costs for diligence to determine the sources of conflict minerals used in our products and other potential changes to products, processes, or sources of supply as a consequence of the results of such verification activities. The implementation of these rules could adversely affect the sourcing, supply, and pricing of materials used in our products.
As there may be only a limited number of suppliers offering “conflict free” minerals, we cannot be sure that we will be able to obtain necessary “conflict free” minerals from such suppliers in sufficient quantities or at competitive prices. Also, we may face adverse effects to our reputation if we determine that certain of our products contain minerals not determined to be conflict free or if we are unable to sufficiently verify the origins for all conflict minerals used in our products.
Any environmental claims or failure to comply with any present or future environmental laws and regulations, as well as any fire or other industrial accident, may require us to spend additional funds and may materially and adversely affect our financial condition and results of operations.
We are subject to various laws and regulations relating to the use, storage, discharge, and disposal of chemical by-products of, and water used in, our packaging and interconnect materials production processes, and the emission of volatile organic compounds and the discharge and disposal of solid industrial wastes. In recent years, we have been subject to environmental administrative actions and judicial proceedings related to certain wastewater discharge incidents that occurred at our facilities. As a result of these proceedings, we have been subject to monetary fines as well as sanctions, including orders to suspend or limit our operations and criminal charges against us. For further details, see “Item 4. Information on the Company—Business Overview—Environmental Matters,” and “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings.”
In addition, increasing global efforts to combat climate change may lead to the enactment of stricter laws and regulations aimed at reducing carbon emissions. With an increasing number of governments likely to adopt carbon tax mechanisms, we may be forced to incur significant expenses to comply with applicable environmental and climate-related laws and regulations. These potential expenses include, but are not limited to, paying any incurred carbon taxes if our emission levels exceed applicable thresholds; obtaining renewable energy sources, renewable energy certificates or carbon credits; and substituting more environmentally friendly raw materials in our operations, which may be more costly or less readily available than our existing raw materials.
Climate change, water shortages and other environmental concerns could negatively affect our business and financial planning.
Anthropogenic greenhouse gas emissions could adversely and irreversibly affect the global economy if substantial remediation is not taken. Even a modest change in average global temperatures could result in increased coastal flooding, altered precipitation patterns, and increased risk of biodiversity loss for vulnerable species. Climate change can also cause extreme weather conditions, such as heat, droughts, and floods, that can impact business operations and financial performance. For example, our business operations depend on adequate supplies of water, so an extended drought may affect our ability to obtain sufficient amounts of water and threaten our production capability.
19
We believe that we should play our part in the mitigation of man-made climate change. For example, we have incorporated green design standards and building concepts into the construction of our facilities. We have transformed existing facilities and built new facilities and offices that comply with international low carbon building standards. Through quantifying and analyzing the entire life cycle of building carbon emissions, carbon reduction was driven from the design stage and promoted along the value chain to build sustainable factories.
Public expectations for reductions in greenhouse gas emissions could result in increased energy, transportation, and raw material costs. Changes in scientific findings, political attention, and regulations related to the existence and extent of man-made climate change may also result in increased production costs due to higher energy prices or the introduction of energy or carbon taxes, as described above. Regulations and further legislation aimed at reducing greenhouse gas emissions may require companies to purchase emission credits at higher cost, new equipment, or raw materials with lower carbon footprints, which could negatively affect our operations and financial performance. Additionally, changes in environmental regulations, such as those regarding the use of perfluorinated compounds (commonly known as the “PFCs”), could increase our production costs, which may adversely affect our results of operation and financial results.
Stable water supply of sufficient amounts of good-quality freshwater plays a critical role for us. Taiwan is also susceptible to typhoons and droughts, which may cause damage and business interruptions to facilities. Since our business operations depend on adequate supplies of water, an extended drought may affect our ability to obtain sufficient water and threaten our production capability. Although we have not yet been directly affected by droughts, we are dependent upon water for our packaging and substrate operations and a drought could interrupt such operations. To address related risks, we have established a wastewater reclamation recycling system and implemented three water use strategies, including reduce, reuse, and recycle, to prevent water shortages. These actions will enable us to respond effectively to climate change.
Considering the relatively high prices of renewable energy in Taiwan, transitioning towards net-zero emissions presents a significant challenge to us. However, in order to meet the demand for sustainable energy in our production processes and fulfill our commitments to our domestic and foreign customers, our major subsidiaries have established the Taiwan Renewable Energy Platform to negotiate renewable energy procurement. Through the platform, we plan to continue to purchase solar photovoltaic and onshore wind power, and negotiate with the government for purchases of Phase 3-1 and Phase 3-2 offshore wind power. We purchase green power certificates from overseas facilities to increase our use of renewable energy. We also enter into long-term corporate power purchase agreements with multiple suppliers. The implementation of these goals and initiatives may require considerable investments, and our goals, with all of their contingencies, dependencies, and in certain cases, reliance on third-party performance, are complex and may change. We cannot guarantee that our goals and initiatives will be fully realized in a timely manner or at all, and projects that are completed as planned may not achieve the results we anticipate. Any failure, or perceived failure, by us to adhere to our public statements, comply fully with developing interpretations of ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could harm our business, reputation, financial condition, and operating results.
As technology advances, cyberattacks become more frequent and sophisticated. Attackers are organized, well-funded, and are developing increasingly sophisticated systems to attack and evade detection. While we take strict measures to protect our trade secrets and customer data, a security breach or failure could expose us and our customers, dealers, and suppliers to risks such as unauthorized access to information technology systems, misuse and compromise of confidential information, and manipulation and destruction of data. Such incidents could potentially disrupt our business operations, harm our reputation, weaken our competitive position, and adversely affect our financial condition and results of operations. Additionally, security breaches could lead to litigation with third parties, regulatory actions, and higher costs of implementing additional data protection measures. Furthermore, geopolitical tensions or conflicts may increase the risk of cyberattacks. While we continuously review and strengthen our information security policies and procedures, we cannot guarantee that we will be immune to new and emerging risks and attacks in the constantly evolving landscape of cybersecurity threats. For further details, see “Item 4. Information on the Company—Business Overview—Information Security Management” and “Item 16K. Cybersecurity.”
20
A significant portion of our recent growth and anticipated future revenue is tied to the rapid expansion of AI applications. The demand for our advanced packaging and testing services is increasingly driven by customers developing AI processors, HPC chips, and specialized AI accelerators. However, the AI market is characterized by rapid evolution and uncertainty. If the adoption of AI technologies by enterprises or consumers slows down, or if the anticipated return on investment for AI infrastructure fails to materialize for our customers, there could be a significant reduction in the volume of high-end semiconductor devices requiring our services. A significant reduction in AI-related demand would lead to lower utilization rates for our specialized equipment and facilities, potentially resulting in stranded assets, margin compression and a material adverse effect on our financial condition and results of operations.
As the markets for AI solutions continue to develop rapidly, demand for these products may be unpredictable and may vary significantly over time. These factors may adversely impact demand for our products that support AI solutions. We dedicate substantial efforts to research and development in order to meet customers’ evolving needs. We also make investments in AI technologies to drive greater efficiency and optimize manufacturing process in our AI-powered smart factories. However, the development and use of AI technologies are complex and involve significant costs and risks. AI systems may have limitations, including biases and inaccuracies, and are subject to risks of system failures or disruptions, as well as risks relating to cybersecurity, data protection, intellectual property and ethics. Costs associated with the implementation of AI technologies, including acquiring, deploying, maintaining and updating AI technologies, could significantly increase our operating costs. There is no assurance that these investments will be successful or will achieve the benefits we anticipated or will be more cost-effective. Any failure to respond effectively to industry developments may significantly impair our business operations.
Negative publicity may adversely affect our brand and reputation, which may result in a material adverse impact on our business, results of operations and business prospects, and cause fluctuations in the trading price of our Common Shares and ADSs.
In addition, any change in policy or the direction in which we carry our corporate social responsibility or sustainability activities may also have an adverse effect on our business reputation. In recent years, we have experienced and may continue to experience negative publicity in connection with administrative penalties and criminal charges related to alleged violations of environmental regulations and laws. For further details, see “Item 4. Information on the Company—Business Overview—Environmental Matters,” and “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings.”
We face risks related to public health epidemics, natural disasters, and other disruptive events.
Our business could be materially and adversely affected by widespread health epidemics, natural disasters or other events including wars, acts of terrorism, environmental accidents, power shortages, utility outages, or communication interruptions. Disruptive events may have a material adverse effect on our business, financial condition, and results of operations. For example, these events could cause a temporary closure of the facilities we use for our operations, significantly disrupt supply chains and logistics services, or severely impact consumer behaviors and the operations of merchants, business partners, and other participants in our ecosystem. Our operations could also be disrupted if any of our employees or employees of our business partners contract or are suspected of contracting an epidemic disease, since this could require us or our business partners to quarantine some or all these employees or disinfect the facilities used for operations. In addition, our revenue and profitability could be materially reduced to the extent that a natural disaster, health epidemic, or other outbreak harms the global economy in general.
21
Risks Relating to Taiwan, R.O.C.
Our principal executive offices and facilities are located in Taiwan and approximately 55.4%, 55.1% and 58.9% of our operating revenues in 2023, 2024, and 2025, respectively, were derived from our operations in Taiwan. Accordingly, our business and financial condition may be affected by changes in local governmental policies and political and social instability.
The R.O.C. has a unique international political status. Although significant economic and cultural relations have been established in recent years between the R.O.C. and the P.R.C., relations have often been strained. Any major change in the Taiwanese political environment, including the outcome of presidential or municipal elections, or potential shifts in government policy, may affect the direction of economic and political developments and negatively impact the economic and political environment in Taiwan. Past developments related to the interaction between the two governments, domestic political events, or election results have on occasion depressed the market prices of the securities of Taiwanese or Taiwan-related companies, including our own. Relations between the R.O.C. and the P.R.C. and other factors affecting the political or economic conditions in Taiwan could have a material adverse effect on our financial condition and results of operations, as well as the market price and the liquidity of our Common Shares and ADSs.
We manufacture interconnect materials in the P.R.C. through our wholly owned subsidiary, ASE Shanghai. We also provide packaging and testing services, develop real estate, and manufacture computer peripherals and electronic components through our subsidiaries in the P.R.C. See “Item 4. Information on the Company—Organizational Structure—Our Consolidated Subsidiaries.” The R.O.C. government restricts certain types of investments in the P.R.C. We do not know when or if such laws and policies governing investment in the P.R.C. will be amended, and we cannot ensure that such R.O.C. investment laws and policies will permit us to make certain beneficial investments in the P.R.C. in the future. Our growth prospects and profitability may be adversely affected if we are restricted from making certain additional investments in the P.R.C. and are not able to fully capitalize on the growth of the semiconductor industry in the P.R.C.
To address customer concerns regarding potential operational impacts in Taiwan stemming from regional political risks, we conduct evaluations and planning for possible overseas plant expansions. These potential expansion locations may encompass Southeast Asia, Northeast Asia, Europe and the Americas in order to better accommodate our customers’ needs. However, there is no assurance that any of these expansions would be as effective as expected. Our growth prospects and profitability may be adversely affected if we could not effectively adjust our plant expansion in a timely manner, or at all. Despite our efforts to uphold cost-competitive manufacturing standards and enhance customer appeal through supply chain diversification, fragmented operations could heighten our susceptibility to market disruptions. Any failure to mitigate these disruptions could adversely affect our business, financial condition, and results of operations.
Taiwan is in a region that is prone to typhoons and earthquakes, and these natural disasters have caused significant property damage, business disruptions at operating facilities, and loss of life in the past. The semiconductor and electronics industries are particularly vulnerable to disruptions caused by earthquakes. While we have not experienced any structural damage to our facilities or damage to our machinery and equipment due to earthquakes, we have experienced interruptions to our production schedule in the past, primarily as a result of power outages caused by earthquakes. In the event of a major earthquake, we could experience significant disruptions to our operations, which could have a material adverse effect on our business, financial condition, and results of operations. We seek to continuously enhance our disaster preparedness and business continuity plans to minimize the impact of earthquakes and other natural disasters on our operations, but we cannot guarantee that such plans will be effective in all circumstances.
22
The supply of electrical power in Taiwan is susceptible to power disruptions that could be prolonged and frequent, caused by overload as a result of high demand or other reasons. Such power disruptions could further be exacerbated by the government’s increasingly strict energy management measures which could increase our manufacturing costs, thereby adversely impacting our financial condition and results of operations.
Additionally, Taiwan has experienced severe droughts in the past and future droughts could significantly impact our operations. Our manufacturing process is heavily reliant on freshwater. We primarily recycle using ultra-filtration systems, chemical mechanical polishing wastewater recycling, and reverse osmosis water recycling. We also collect rainwater for scrubbing and cooling towers. We regularly monitor our water storage and recycling equipment, and prepare truckloads of water to meet future water demand. We also refine our manufacturing capacity in response to water allocation to minimize the impact of water risks.
Although we have not experienced direct impacts from droughts, a drought could interrupt our packaging and substrate operations, which rely heavily on water. In addition, a drought could disrupt the manufacturing processes at other parts of the supply chain including our foundry partners, leading to potential production delays for our customers and a decline in demand for our services. While we are proactive in managing water risks and planning to mitigate their impact, we cannot guarantee that insufficient water storage will not affect our operations.
In addition, we are also subject to the risk of industrial and workplace accidents that could lead to injury or loss of life, damages to our facilities, and adversely impact our business reputation, commercial prospects, and operations.
Our production facilities, as well as many of our suppliers, customers, and providers of complementary semiconductor manufacturing services, including wafer foundries, are located in Taiwan. If our customers are impacted by natural disasters such as earthquakes, typhoons, droughts, or industrial incidents including power outage and labor strikes, these events could cause a decline in the demand for our services. If our suppliers or providers of complementary semiconductor manufacturing services are affected by such events, our production schedule could be interrupted, which might adversely impact our financial condition and results of operations.
Active, liquid trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors, compared to less active and less liquid markets. Liquidity of a securities market is often a function of the volume of the underlying shares that are publicly held by unrelated parties.
There has been no trading market outside the R.O.C. for our Common Shares and the only trading market for our Common Shares is the TWSE. The outstanding ADSs are listed on the NYSE. There is no assurance that the market for our Common Shares or ADSs will be active or liquid.
Although ADS holders are entitled to withdraw our Common Shares underlying ADSs from the depositary at any time, the R.O.C. law requires that our Common Shares be held in an account in the R.O.C. or sold for the benefit of the holder on the TWSE. In connection with any withdrawal of Common Shares from our ADS facility, ADSs evidencing these Common Shares will be canceled. Unless additional ADSs are issued, the effect of withdrawals will be to reduce the number of outstanding ADSs. If a significant number of withdrawals are affected, the liquidity of our ADSs will be substantially reduced. We cannot ensure that the ADS depositary will be able to arrange for a sale of deposited shares in a timely manner or at a specified price, particularly during periods of illiquidity or volatility.
When a non-R.O.C. holder of ADSs elects to withdraw and hold Common Shares represented by ADSs, such holder of ADSs will be required to appoint an agent for filing tax returns and making tax payments in the R.O.C. Such agent will be required to meet the qualifications set by the R.O.C. Ministry of Finance and, upon appointment, becomes the guarantor of the withdrawing holder’s tax payment obligations. Evidence of the appointment of a tax guarantor, the approval of such appointment by the R.O.C. tax authorities, and tax clearance certificates or evidentiary documents issued by such tax guarantor may be required as conditions to such holder repatriating the profits derived from the sale of Common Shares. We cannot ensure that a withdrawing holder will be able to appoint, and obtain approval for, a tax guarantor in a timely manner.
23
In addition, under current R.O.C. law, such withdrawing holder is required to register with the TWSE or the Taipei Exchange and appoint a local agent in the R.O.C. to, among other things, open a bank account and open a securities trading account with a local securities brokerage firm, pay taxes, remit funds, and exercise such holder’s rights as a shareholder. Furthermore, such withdrawing holder must appoint a local bank or a local securities firm to act as custodian for confirmation and settlement of trades, safekeeping of securities and cash proceeds, and reporting and declaration of information. Without satisfying these requirements, non-R.O.C. withdrawing holders of ADSs would not be able to hold or otherwise subsequently sell our Common Shares on the TWSE or otherwise.
Pursuant to P.R.C. Regulations, only QDIIs or persons that have otherwise obtained the approval from the DIR and registered with the TWSE are permitted to withdraw and hold our shares from a depositary receipt facility. In order to hold our shares, such QDIIs are required to appoint an agent and custodian as required by the P.R.C. Regulations. If the aggregate amount of our shares held by any QDII or shares received by any QDII upon a single withdrawal or in the aggregate accounts for 10.0% of our total issued and outstanding shares, such QDII must obtain the prior approval from the DIR. We cannot ensure that such approval would be granted.
The market value of our ADSs may fluctuate due to the volatility of the R.O.C. securities market.
The trading price of our ADSs may be affected by the trading price of our Common Shares on the TWSE. The R.O.C. securities market is smaller and more volatile than the securities markets in the U.S. and in many European countries. The TWSE has experienced substantial fluctuations in the prices and volumes of sales of listed securities and there are currently limits on the range of daily price movements on the TWSE. During 2025, the TWSE Weighted Index peaked at 28,963.60 on December 31, 2025, and reached a low of 17,391.76 on April 9, 2025, and the trading price of our Common Shares ranged from NT$115.0 per Share to NT$255.0 per Share. On March 18, 2026, the TWSE Weighted Index closed at 34,348.58 and the closing value of our Common Shares was NT$357.50 per Share.
The TWSE is particularly volatile during times of political instability, including when relations between the R.O.C. and the P.R.C. are strained. Several investment funds affiliated with the R.O.C. government have also from time to time purchased securities from the TWSE to support the trading level of the TWSE. Moreover, the TWSE has experienced problems such as market manipulation, insider trading, and settlement defaults. The recurrence of these or similar problems could have an adverse effect on the market price and liquidity of the securities of R.O.C. companies, including our Common Shares and ADSs, in both the domestic and international markets.
We intend to continue to pay dividends. However, future dividends may be affected by, among other things, the best interests of our Company and our shareholders, our results of operations, cash balances and future cash requirements, financial condition, investments and acquisitions, legal risks, and other factors that the board of directors may consider relevant. Our dividend payments may change occasionally, and we cannot ensure that we will continue to declare dividends in any particular amount. A reduction in, a delay of, or elimination of our dividend payments could adversely affect our share price.
Our major shareholders may take actions that are not in, or may conflict with, our public shareholders’ best interests.
Members of the Chang family own, directly or indirectly, a significant interest in our outstanding Common Shares. See “Item 7. Major Shareholders and Related Party Transactions— Major Shareholders.” Accordingly, these shareholders will continue to have the ability to exercise a significant influence over our business, including matters relating to:
our operation, management, and policies;
the timing and distribution of dividends; and
the election of our directors.
24
Members of the Chang family may take actions that public shareholders may not agree with or that are not in alignment with our or our public shareholders’ best interests.
We are an R.O.C. company and, because the rights of shareholders under R.O.C. law differ from those under U.S. law and the laws of certain other countries, our shareholders may have difficulty protecting their shareholder rights.
Our corporate affairs are governed by our Articles of Incorporation and by the laws governing corporations incorporated in the R.O.C. The rights of shareholders and the responsibilities of management and the members of the board of directors under R.O.C. law are different from those applicable to a corporation incorporated in the U.S. and certain other countries. As a result, public shareholders of R.O.C. companies may experience increased difficulty in protecting their interests in connection with actions taken by management or members of the board of directors than they would as public shareholders of a corporation in the U.S. or certain other countries.
We periodically issue bonuses in the form of Common Shares. Bonuses in the form of our Common Shares are valued at the closing price of our Common Shares on the day prior to our meeting of the board of directors. Therefore, the issuance of our Common Shares pursuant to stock bonuses, share options and restricted stock awards may have a dilutive effect on the holders of outstanding Common Shares and ADSs. In addition, the issuance of additional equity or equity-linked securities may result in additional dilution to our shareholders. See “Item 6. Directors, Senior Management and Employees—Compensation—Share-Based Payment Arrangements.”
Restrictions on the ability to deposit our Common Shares into our ADS facility may adversely affect the liquidity and price of our ADSs.
The ability to deposit Common Shares into our ADS facility is restricted by R.O.C. law. A significant number of withdrawals of Common Shares underlying our ADSs would reduce the liquidity of ADSs by reducing the number of ADSs outstanding. As a result, the prevailing market price of our ADSs may differ from the prevailing market price of our Common Shares on the TWSE. Under current R.O.C. law, no person or entity, including shareholders and ourselves, may deposit our Common Shares in our ADS facility without specific approval of the FSC, unless:
we pay stock dividends on our Common Shares;
we make a free distribution of Common Shares;
holders of ADSs exercise preemptive rights in the event of capital increases; or
to the extent permitted under the deposit agreement and the relevant custody agreement and within the amount of depositary receipts which have been withdrawn, investors purchase our Common Shares, directly or through the depositary, on the TWSE, and deliver our Common Shares to the custodian for deposit into our ADS facility, or our existing shareholders deliver our Common Shares to the custodian for deposit into our ADS facility.
With respect to item (4) above, the depositary may issue ADSs against the deposit of those Common Shares only if the total number of ADSs outstanding following the deposit will not exceed the number of ADSs previously approved by the FSC, plus any ADSs issued pursuant to the events described in items (1), (2) and (3) above.
In addition, in the case of a deposit of our Common Shares requested under item (4) above, the depositary will refuse to accept deposit of our Common Shares if such deposit is not permitted under any legal, regulatory, or other restrictions notified by us to the depositary, which restrictions may include blackout periods during which deposits may not be made, minimum and maximum amounts, and frequency of deposits.
The depositary will not offer holders of ADSs preemptive rights unless the distribution of both the rights and the underlying Common Shares to our ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act.
25
Holders of ADSs will not have the same voting rights as our shareholders, which may affect the value of their ADSs.
The voting rights of a holder of ADSs as to our Common Shares represented by its ADSs are governed by the deposit agreement. Holders of ADSs will not be able to exercise voting rights on an individual basis. If holders representing at least 51% of ADSs outstanding at the relevant record date instruct the depositary to vote in the same manner regarding a resolution, including the election of directors, the depositary will cause all Common Shares represented by ADSs to be voted in that manner. If the depositary does not receive timely instructions representing at least 51% of ADSs outstanding at the relevant record date to vote in the same manner for any resolution, including the election of directors, holders of ADSs will be deemed to have instructed the depositary or its nominee to authorize all our Common Shares represented by ADSs to be voted at the discretion of our chairman or his designee, which may not be in the interest of holders of ADSs. Moreover, while shareholders who own 1% or more of our outstanding shares are entitled to submit one proposal to be considered at our annual general meetings of shareholders, only holders representing at least 51% of our ADSs outstanding at the relevant record date are entitled to submit one proposal to be considered at our annual general meetings of shareholders. Hence, only one proposal may be submitted on behalf of all ADS holders.
The right of holders of ADSs to participate in our rights offerings is limited, which could cause dilution to their holdings.
We may from time to time distribute rights to our shareholders, including rights to acquire our securities. Under the deposit agreement, the depositary will not offer holders of ADSs those rights unless both the distribution of the rights and the underlying securities to all our ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act. Although we may be eligible to take advantage of certain exemptions under the Securities Act available to certain foreign issuers for rights offerings, we can give no assurances that we will be able to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement for any of these rights. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings.
If the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case holders of ADSs will receive no value for these rights.
Changes in exchange controls, which restrict the conversion of proceeds received from ownership of ADSs, may have an adverse effect on the value of these investments.
Under current R.O.C. law, the depositary, without obtaining approvals from the Central Bank of the Republic of China (Taiwan) or any other governmental authority or agency of the R.O.C., may convert NT dollars into other currencies, including U.S. dollars, for:
the proceeds of the sale of Common Shares represented by ADSs or received as stock dividends from our Common Shares and deposited into the depositary receipt facility; and
any cash dividends or distributions received from our Common Shares.
In addition, the depositary may also convert into NT dollars incoming payments for purchases of Common Shares for deposit in the ADS facility against the creation of additional ADSs. The depositary may be required to obtain foreign exchange approval from the Central Bank of the Republic of China (Taiwan) on a payment-by-payment basis for conversion from NT dollars into foreign currencies of the proceeds from the sale of subscription rights for new Common Shares. Although it is expected that the Central Bank of the Republic of China (Taiwan) will grant this approval as a routine matter, we cannot ensure that in the future any approval will be obtained in a timely manner, or at all.
Under the R.O.C. Foreign Exchange Control Act, the Executive Yuan of the R.O.C. government may, without prior notice but subject to subsequent legislative approval, impose foreign exchange controls in the event of, among other things, a material change in international economic conditions. We cannot ensure that foreign exchange controls or other restrictions will not be introduced in the future.
26
The value of our Common Shares or ADSs may be reduced by possible future sales of Common Shares or ADSs by us or our shareholders.
While we are not aware of any plans by any major shareholders to dispose of significant numbers of Common Shares, we cannot ensure that one or more existing shareholders or owners of securities convertible or exchangeable into or exercisable for our Common Shares or ADSs will not dispose of significant numbers of Common Shares or ADSs. In addition, several of our subsidiaries and affiliates hold Common Shares, depositary shares representing Common Shares, and options to purchase Common Shares or ADSs. They may decide to sell those securities in the future. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders” for a description of our significant shareholders and affiliates that hold our Common Shares.
We cannot predict the effect, if any, that future sales of Common Shares or ADSs, or the availability of Common Shares or ADSs for future sales, will have on the market price of our Common Shares or ADSs at any time. Sales of substantial numbers of Common Shares or ADSs in the public market, or the perception that such sales may occur, could depress the prevailing market prices of our Common Shares or ADSs.
Techniques employed by short sellers may drive down the trading price of ADSs.
Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.
Public companies listed in the U.S. that have material operations in the P.R.C., among others, have on occasion been the subject of short selling. Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto, and, in many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions.
It is not clear what effect such negative publicity could have on us. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we would have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would endeavor to defend against any such short seller attacks, we may be constrained in how we can oppose a relevant short seller by principles of freedom of speech, applicable state law, or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could divert our management’s attention from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact ADSs and their value could be greatly reduced or rendered worthless.
ASE Technology Holding Co., Ltd. was jointly established on April 30, 2018, as a company limited by shares under the R.O.C. Company Law, by the combination of Advanced Semiconductor Engineering, Inc., which was incorporated on March 23, 1984, and Siliconware Precision Industries Co., Ltd., which was incorporated on May 17, 1984.
ASEH directly controls ASE Group, SPIL Group, USI Group, ASE Social Enterprise Co., Ltd., and ASE Global Integrated Solutions Co., Ltd. ASEH’s main manufacturing facilities are located in Taiwan, the P.R.C., South Korea, Japan, Singapore, Malaysia, the Philippines, Vietnam, Mexico, America, Poland, France, the United Kingdom, Germany, Tunisia, the Czech Republic, and Hungary. Our principal executive offices are located at 26, Chin 3rd Road, Nanzih District, Kaohsiung, Taiwan, R.O.C. and our telephone number at the above address is (886-7) 361-7131. Our Common Shares have been listed on the TWSE under the symbol “3711” and ADSs representing our Common Shares have been listed on the NYSE under the ticker symbol “ASX.” In 2024, we completed the acquisition of 100% shareholdings of ASEPCAYMAN and CHE. In January 2026, we obtained control over EugenLight Technologies.
27
We are subject to the informational requirements of the Exchange Act and are required to file reports and other information with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. We also make available on our website’s investor relations page, free of charge, our annual report and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The address for our investor relations page is https://ir.aseglobal.com/html/index.php. The information contained on our website is not incorporated by reference in this annual report.
SPIL Acquisition
In light of the increase in competition and the consolidation trends in the global semiconductor industry, ASE proposed a strategic plan to SPIL that involved consolidating the operations of the two companies. In 2015, ASE started purchasing SPIL shares through concurrent tender offers in the R.O.C. and the U.S. In 2016, ASE entered into the Joint Share Exchange Agreement with SPIL, pursuant to which ASEH was formed by means of a statutory share exchange pursuant to the laws of the Republic of China, and ASEH (i) acquired all issued shares of ASE in exchange for shares of ASEH, and (ii) acquired all issued shares of SPIL using cash consideration.
The Share Exchange consummated on April 30, 2018, and ASE and SPIL became privately held and wholly owned subsidiaries of ASEH concurrently. Moreover, ASE and SPIL were separately approved by the competent authority to terminate their public offerings in March and April 2024.
USI Group and USI Group Restructuring
USI Group engages primarily in EMS in relation to computing, consumer electronics, communications, industrial and automotive, among other services and businesses.
We have been purchasing shares of Universal Scientific Industrial since 1999. In 2010, upon several acquisitions through cash and stock tender offer, Universal Scientific Industrial became our subsidiary. In 2012, USI Shanghai completed its IPO on the Shanghai Stock Exchange with the symbol “601231.” In 2015, Universal Scientific Industrial completed a spin-off from USI Inc. In 2016, following the completion of a series of share transfers, USI Inc. became the parent company of the USI Group. In 2018, as a result of a series of organizational changes including spin-offs and mergers, ASEH directly controlled USI Inc. In 2020 and 2023, USI Shanghai completed the acquisition of FAFG and Hirschmann, respectively. In 2025, USI Group restructured Hirschmann, which became indirectly held by USI Inc.
China Site Dispositions
In 2021, ASEH and Beijing Wise Road Asset Management Co., Ltd. (the “Wise Road Capital”) entered into a Sale and Purchase Agreement by which ASEH to sell shares and equity interests in GAPT Holding Limited (GAPT Holding Limited directly or indirectly holds 100.0% equity interests in Global Advanced Packaging Test (HongKong) Limited, ASEWH, ASEN and Advanced Shanghai) and ASEKS to Wise Road Capital or its designated affiliate in exchange for a cash consideration in an aggregate amount of NT$36,939.1 million. In March 2023, the board of directors of GAPT resolved to acquire around 19.0% shareholding of Hong Kong United Ascend Holdings Limited. In January 2024, this resolution was amended to acquire 16.48% shareholding instead. The payment of all consideration was made with the remaining proceeds (US$380.0 million) from the disposal of subsidiaries in 2021 and the transaction was completed in September 2024.
For more information on our history and development, see “—Organizational Structure.”
ASEH is a leading provider of semiconductor manufacturing services in assembly and testing. Our services include semiconductor packaging, production of interconnect materials, front-end engineering testing, wafer probing, and final testing services, as well as integrated solutions for EMS in relation to computing, peripherals, communications, industrial, automotive, and server applications.
28
We believe that, as a result of the following strengths, we are able to compete effectively to meet customers’ requirements across a wide range of applications:
our ability to provide a broad range of cost-effective semiconductor packaging and testing services on a large-scale turnkey basis within key centers of semiconductor manufacturing;
our expertise in developing and providing cost-effective packaging, interconnect materials, and testing technologies and solutions;
our ability to provide proactive original design manufacturing services using innovative solution-based designs;
our commitment to investing in capacity expansion and research and development, as well as selective acquisitions, that will benefit customers and our business;
our geographic presence in key centers of outsourced semiconductor and electronics manufacturing; and
our long-term relationships with providers of complementary semiconductor manufacturing services, including our strategic alliance with TSMC.
We believe that it is still the trend for semiconductor companies to outsource their packaging, testing, and manufacturing requirements as semiconductor companies rely on independent providers of foundry, packaging and testing, and EMS. In response to the increased pace of new product development and shortened product life and production cycles, semiconductor companies are increasingly seeking both independent packaging and testing companies that can provide turnkey services that reduce time to market and electronic manufacturing companies with proactive original design capabilities that can provide large-scale production. We believe that our technological expertise, scale, and our ability to integrate a broad range of solutions into turnkey services and EMS allow us to benefit from the accelerated outsourcing trend and better serve our existing and potential customers.
We believe that we have benefited, and will continue to benefit, from our geographic location in Taiwan. Taiwan is currently the largest center for outsourced semiconductor manufacturing in the world and has a high concentration of EMS providers. Our close proximity to foundries and other providers of complementary semiconductor manufacturing services is attractive to our customers who wish to take advantage of the efficiencies of a total semiconductor manufacturing solution by outsourcing several stages of their manufacturing requirements. We believe that, as a result, we are well positioned to meet the advanced semiconductor engineering and manufacturing requirements of our customers.
Industry Background
General
Semiconductors are the building blocks used to create an increasing variety of electronic products and systems. Continuous improvements in semiconductor process and design technologies have led to smaller, more complex, and more reliable semiconductors at a lower cost per function. These improvements have resulted in significant performance and price benefits to manufacturers of electronic products. As a result, semiconductor demand has grown substantially in our primary end-user markets for communications, computing and consumer electronics, and has experienced increased growth in other markets such as automotive products, industrial automation and control systems.
The semiconductor industry is characterized by strong long-term growth, with periodic and sometimes severe cyclical downturns. The Semiconductor Industry Association reported that worldwide sales of semiconductors increased from approximately US$51.0 billion in 1990 to approximately US$791.7 billion in 2025. We believe that overall growth and cyclical fluctuations will continue over the long term in the semiconductor industry.
EMS
EMS providers generally achieve significant economies of scale in manufacturing by leveraging shared product design expertise and offering value-added services such as warranties and repairs. Companies that do not require continuous production have increasingly outsourced their manufacturing to these providers, enabling such companies to respond quickly and efficiently to sudden demand surges and latest market trends without maintaining large inventories.
29
EMS are sought by companies in a wide range of industries including, among others, information, communications, computing, consumer electronics, automotive electronics, medical treatment, industrial applications, aviation, navigation, national defense, and transportation. Although affected by global economic fluctuations, we expect the EMS industry to continue to grow in the long term, and we have enhanced our presence in the industry through USI Group.
Outsourcing Trends in Semiconductor Manufacturing
Historically, semiconductor companies designed, manufactured, packaged, and tested semiconductors primarily within their own facilities. However, there is a noticeable industry trend to outsource the manufacturing process. Virtually every significant stage of manufacturing can now be outsourced, with wafer foundry services, semiconductor packaging and testing services, and EMS comprising the largest segments of the independent semiconductor manufacturing services market.
The availability of technologically advanced independent manufacturing services has also enabled the growth of “fabless” semiconductor companies, focusing on design and marketing while outsourcing wafer fabrication, packaging, and testing to independent companies. We believe that the growth in the number and scale of fabless semiconductor companies that rely solely on independent manufacturers will continue to drive our growth. Similarly, the availability of technologically advanced independent manufacturing services has encouraged IDMs, traditionally reliant on in-house manufacturing, to increasingly outsource their manufacturing requirements to independent semiconductor manufacturing companies.
We anticipate a rise in semiconductor manufacturing outsourcing in the future due to several factors, including technological expertise, significant capital expenditure, focus on core competencies, and time-to-market pressure.
Trends of Mergers and Acquisitions in the Semiconductor Industry
The global semiconductor industry is highly competitive, and the competitive landscape is changing as a result of a trend toward consolidation within the industry. Packaging and testing service providers, in particular, have engaged in cross-border mergers and acquisitions in recent years as part of their expansion strategy, which have gradually changed the ecosystem of the semiconductor industry.
Examples of mergers and acquisitions by and among semiconductor design companies, integrated device and chips manufacturers, and software business providers include Intel’s acquisition of Altera, ON Semiconductor’s acquisition of Fairchild, NXP Semiconductors’s acquisition of Freescale Semiconductor, Avago Technologies’s acquisition of Broadcom, Infineon’s acquisition of Cypress, NXP Semiconductors’s acquisition of Marvell’s Wi-Fi Connectivity Business, NVIDIA’s acquisition of ARM Limited, Analog Devices’s acquisition of Maxim Integrated Products, AMD’s acquisition of Xilinx, Broadcom’s acquisition of VMware, Silver Lake’s acquisition of Altera, and Qualcomm’s acquisition of Alphawave Semi.
Examples of mergers and acquisitions by and among semiconductor packaging and testing companies include Jiangsu Changjiang Electronics Technology’s acquisition of STATS ChipPAC, Nantong Fujitsu Microelectronics’s acquisition of the packaging and testing factory of AMD, Amkor’s acquisition of J-Devices, and Tianshui Huatian Technology’s acquisition of Unisem.
Throughout our history, we have similarly undertaken several mergers and acquisitions, including the acquisitions of SPIL Group, Motorola’s semiconductor assembly and test sites, ISE Labs, EEMS Test Singapore, and Infineon’s manufacturing subsidiaries in the Philippines and South Korea.
As a result of the aforementioned mergers and acquisitions, we and our competitors were able to further strengthen our competitive position by expanding product offerings and combining financial resources. We expect this consolidation trend to continue.
30
Overview of Semiconductor Manufacturing Process
The manufacturing of semiconductors is a complex process that requires increasingly sophisticated engineering and manufacturing expertise. The manufacturing process can be generally divided into the following stages:
We are involved in all stages of the semiconductor manufacturing process except circuit design and wafer fabrication.
Process
Description
31
Strategy
Our objective is to provide integrated solutions that set industry standards, including packaging, testing services, interconnect materials design and production capabilities, and to lead and facilitate the industry trend toward outsourcing semiconductor manufacturing requirements. The principal elements of our strategy are to:
Grow Our Packaging and Testing Services and Expand Our Range of Offerings
We believe that an important factor in attracting leading semiconductor companies to be our customers is our ability to fulfill the demand for a broad range of packaging and testing solutions on a large scale. We intend to continue to develop process and product technologies to meet the packaging and testing requirements of clients. Our expertise in packaging technology has enabled us to develop sophisticated solutions such as 2.5D/FO-MCM/FO-EB/ CoWoS/CoPoS/CoWoP/CPO/3D IC, flip chip packaging, bump chip carrier packaging, stacked die packaging, leading-edge advanced packaging and fine-pitch wire bonding. We are continuously investing in research and development in response to and in anticipation of migrations in technology and intend to continue to acquire access to new technologies through strategic alliances and licensing arrangements.
We have been expanding our semiconductor testing business in response to growing demand for comprehensive testing solutions in the semiconductor industry. By offering testing turnkey solutions, we enable semiconductor companies to shorten product cycle times and improve product quality. We remain committed to expanding our testing business to meet the evolving needs of customers worldwide.
The increasing miniaturization of semiconductors and the growing complexity of interconnect technology have also resulted in the convergence of assembly processes at different levels of integration: chip, module, board, and system. In response to this miniaturization and growing complexity, we have focused on providing module assembly services and, in addition, USI Group has provided us with access to process and product technologies at the levels of module, board, and system assembly and testing, which helps us to better anticipate industry trends and take advantage of potential growth opportunities. We expect to continue to combine our packaging, testing, and materials technologies with the expertise of USI Group at the systems level to develop our SiP business.
Strategically Expand and Streamline Production Capacity
To capitalize on growing industry demand, we intend to strategically expand our production capacity, both through internal growth and selective acquisitions and joint ventures, with a focus on providing cost-competitive and innovative services.
We intend to invest in trends that are essential to the development of the industry. We plan to expand our capacity to meet demand for smaller form factors, higher performance, and higher packaging density.
We expect to focus on providing cost-competitive services through better management of capacity utilization and efficiency improvements and offer our services on a large scale with the intention of driving more IDM outsourcing in the long run.
We evaluate acquisition and joint venture opportunities on the basis of access to new markets and technology, the enhancement of our production capacity, improvement of research and development capabilities, economies of scale and management resources, and closer proximity to existing and potential customers. For example, in 2023, we acquired HCC Group to expand our automotive wireless business, in 2024, we acquired Infineon Group’s manufacturing subsidiaries in the Philippines and South Korea to expand power chip module packaging and testing and lead frame packaging, and in March 2026, the board of directors of ASE Malaysia resolved to acquire Analog Devices’s manufacturing subsidiaries in Malaysia to enhance supply chain resilience and manufacturing diversity.
32
Continue to Leverage Our Presence in Key Centers of Semiconductor and Electronics Manufacturing
We intend to continue leveraging our presence in key centers of semiconductor and electronics manufacturing to further grow our business. We have significant packaging, testing, and EMS operations in Taiwan, currently one of the leading centers for outsourced semiconductor and electronics manufacturing in the world. This presence enables our engineers to work closely with our customers as well as wafer foundries and other providers of complementary semiconductors and EMS early in the design process, enhances our responsiveness to the requirements of our customers, and shortens production cycles. In addition, as a turnkey service provider, we are able to offer our products to our customers and complementary service providers within relatively close geographic proximity. Besides our current operations in Taiwan, we intend to expand our operations in our other subsidiaries outside of Taiwan.
In addition to Taiwan, we have major operations in the following locations:
P.R.C. — a fast-growing market for semiconductor and electronics manufacturing;
South Korea — an important center for the manufacturing of memory and communications devices;
Malaysia, Singapore, the Philippines and Vietnam — each a center for outsourced semiconductor and electronics manufacturing in Southeast Asia;
Silicon Valley in California — the preeminent center for semiconductor design, with a concentration of fabless customers;
Japan — an emerging market for packaging and testing outsourcing services as Japanese IDMs increasingly outsource their semiconductor manufacturing requirements;
Mexico — a development and manufacturing center for electronic products across different industries with an auxiliary service depot to provide technical services; and
Europe — an original equipment manufacturing solutions center for the electronics industry that continues to grow, driven by the increasing demand for cost-competitive and flexible manufacturing solutions in various industries.
Strengthen and Develop Strategic Relationships with Our Customers and Providers of Complementary Semiconductor Manufacturing Services
We intend to strengthen existing and develop new strategic relationships with our customers and providers of complementary semiconductor manufacturing services, such as wafer foundries, as well as equipment vendors, raw material suppliers, and technology research institutes, in order to offer our customers total semiconductor manufacturing solutions covering all stages of the manufacturing process from design to shipment. In addition, we are working with our customers to co-develop new packaging technologies and designs.
Since 1997, we have maintained a strategic alliance with TSMC, which designates us as their non-exclusive preferred provider of packaging and testing services for semiconductors manufactured by TSMC. Through our strategic alliance with and close geographic proximity to TSMC, we are able to offer our customers a total semiconductor manufacturing solution that includes access to foundry services in addition to our packaging, testing, and direct shipment services.
Principal Products and Services
We offer a broad range of semiconductor packaging and testing services. In addition, we provide EMS through USI Group. Our package types generally employ either leadframes or substrates as interconnect materials. The semiconductors we package are used in a wide range of end-use applications, including communications, computing, consumer electronics, industrial, automotive, and other applications. Our testing services include front-end engineering testing, which is performed during and following the initial circuit design stage of the semiconductor manufacturing process, wafer probe, final testing, and other related semiconductor testing services. We focus on packaging and testing semiconductors. We offer our customers turnkey services, which consist of packaging, testing, and direct shipment of semiconductors to end users designated by our customers. Our EMS are used in a wide range of end-use applications, including, but not limited to, computing, peripherals, communications, industrial applications, automotive electronics, and server applications. In 2025, our revenues generated from packaging, testing, and EMS accounted for 47.8%, 11.1% and 39.9% of our operating revenues, respectively.
33
Packaging Services
We offer a broad range of package types to meet the requirements of our customers, including flip chip BGA, flip chip CSP, aCSP (advanced chip scale packages), quad flat packages (QFP), low profile and thin quad flat packages (LQFP/TQFP), bump chip carrier (BCC), quad flat no-lead (QFN) packages, aQFN (advanced QFN), and Plastic BGA. In addition, we provide 3D chip packages, such as aMAP POP (advanced, laser ablation type), which enable our customers to mount packages more easily, and HB PoP (High-Band package on Package) for higher performance orientation and marketing requirement. We also offer other forms of stacked die solutions in different package types, such as stacked die QFN, hybrid BGAs containing stacked wire bond, and FC die. Meanwhile, we are developing cost-effective solutions to 3D packages, such as FOCoS (Fan-out Chip-on-Substrate) and 2.5D (silicon interposer), to fulfill current low-cost and high-performance requirements in parallel with 3D IC with TSV (Through Silicon Via) technology. In addition, to meet current trends toward low-cost solutions, we provide gold, copper, and silver wire bonding solutions which can be applied to traditional gold wire products. We also provide a high-volume manufacturing experience with silver wire bonding for FCCSP Hybrid packages. Furthermore, we are one of the key providers of IoT (Internet of Things), server and automotive services. We believe we are among the leaders in such packaging processes and technologies and are well positioned to lead the technology migration in the semiconductor packaging industry.
Wirebonding. We provide wirebonding, including leadframe-based packages and substrate-based packages. Leadframe-based packages are packaged by connecting the die, using wire bonders, to the leadframe with gold wire or copper wire. As packaging technology improves, the number of leads per package increases. In addition, improvements in leadframe-based packages have reduced the footprint of the package on the circuit board and improved the electrical performance of the package. To have higher interconnected density and better electrical performance, semiconductor packages have evolved from leadframe-based packages to substrate-based packages. The key differences of these package types are the size of the package; the density of electrical connections the package can support; flexibility at lower costs; the thermal and electrical characteristics of the package; and environmentally conscious designs. Substrate-based packages generally employ the BGA design. Whereas traditional leadframe technology places the electrical connection around the perimeter of the package, the BGA package type places the electrical connection at the bottom of the package surface in the form of small bumps or balls. These small bumps or balls are typically distributed evenly across the bottom surface of the package, allowing greater distance between individual leads and higher pin-counts. Our expertise in BGA packages also includes capabilities in stacked-die BGA, which assembles multiple dies into a single package.
The following table sets forth our principal wirebonding packages.
Package Types
End-Use Applications
34
Advanced Packages. The semiconductor packaging industry has evolved to meet the requirements of high-performance electronics products. We believe that there will be growing demand for packaging solutions with increased input/output density, smaller size, and a better heat dissipation characteristic.
We have focused on developing our capabilities in certain packaging solutions, such as aCSP (wafer-level chip scale package), flip chip BGA, Heat-Spreader FCBGA, flip-chip CSP, Hybrid FCCSP (Flip Chip + W/B), Flip Chip PiP (Package in Package), Flip Chip PoP (Package on Package), aS3TM (Advanced Single Sided Substrate), HB POP (High-Bandwidth POP), and SESUB. Flip-chip BGA technology replaces wire bonding with wafer bumping for interconnections within the package. Wafer bumping involves the placing of tiny solder balls, instead of wires, on top of dies for connection to substrates. As compared with more traditional packages, which allow input/output connection only on the boundaries of the dies, flip chip or wafer-level package solutions significantly enhance the input/output flow by allowing input/output connections over the entire surface of the dies.
35
Chip scale packages typically have an area no greater than 120% of the silicon die. For wafer-level packages, the electrical connections are plated or printed directly onto the wafer itself, resulting in a package very close to the size of the silicon die.
Wafer-Level MEMs (WL MEMs) is an advanced assembly technology for MEMs in wafer-level types instead of current LGA or leadframe types using TSV or chip-to-wafer technology. WL MEMs are mainly used in applications such as pressure, temperature, humidity, and gyroscope sensors, among others.
We provide numerous technologies to meet various customer demands. The following table sets forth our principal advanced packages.
36
Heterogeneous Integration. Heterogeneous Integration refers to the integration of separately manufactured components into a higher-level assembly that, in the aggregate, provides enhanced functionality and improved operating characteristics:
SiP and Modules.
The drive towards semiconductor miniaturization and integration is expanding the commercial potential of SiP, a package or module containing a functional electronic system or subsystem that is integrated and miniaturized through IC greater assembly technologies. With attributes that deliver higher performance, cost-effectiveness, and shorter time to market, SiP technology is enabling functionality and creating more commercial opportunities across a broader variety of electronics applications.
ASEH is a market leader in SiP technologies from design to assembly with high-volume manufacturing. SiP involves the integration of multiple components from IC chips and components including ASICs, Memory, Analog & mixed signals devices, passives, MEMs, sensors, antennas, and other devices into one single package. SiP and Modules products are gaining significant traction within the industry, given growing demand for miniaturized electronic devices that deliver more functions and higher performance, lower power, greater speed, and increased bandwidth. ASEH’s SiP portfolio includes flip chip and wirebond multichip packaging, embedding technologies such as SESUB, and wafer-level technologies including fan-out and IPD. IPD uses a wafer-level process to integrate passive components on an individual substrate. Recent IPD innovation involves the extension of the RDL (Redistribution) process to build a high-quality factor (Q) inductor and RF circuits on top of silicon wafers. It can be used in the following three approaches to enhance product performance: 1) replace discrete components such as Balun and Filter, 2) integrate other passive components and act as interposer, and 3) replace PWB and act as a substrate of the module. In addition, we leverage some of our SMT-based technologies, such as compartment shielding, double-sided module, and antenna integration.
We also offer module assembly services, which combine one or more packaged semiconductors with other components in an integrated module to enable increased functionality for system-level assembly. End-use applications for modules include cellular phones and wireless LAN applications, Bluetooth applications, camera modules, automotive applications, toys, networking, storage, and power management.
Leading-Edge Advanced Packages.
As AI and HPC continue to make inroads on a global basis, we believe there is an increased demand for semiconductor devices that deliver enhanced performance, lower latency, increased bandwidth, and greater power efficiency. ASEH strives to meet the increasing package complexity needs related to increasing I/O density, expanding power delivery requirements and providing more robust inter-die connectivity from AI & HPC products. We have established ourselves as a leader through the successful introduction of leading-edge advanced packaging solutions, which have played a pivotal role in bringing advanced ASIC and HBM products to the marketplace.
We define leading-edge advanced packages as packaging technologies that incorporate redistribution layer (RDL) processes. By leveraging RDL processes, embedded integration, and 2.5D and 3D technologies, these packaging solutions facilitate unprecedented innovation in integrating multiple chips within a single package. Notable technologies include ASEH’s FOWLP (Fan-Out Wafer-Level Package), high-density RDL-based Fanout Package-on-Package (FOPoP), Fanout Chip-on-Substrate (FOCoS), Fanout Chip-on-Substrate-Bridge (FOCoS-Bridge), Fanout System-in-Package (FOSiP), Through Silicon Via (TSV)-based 2.5D and 3D IC, along with Co-Packaged Optics processing capabilities. Our comprehensive technology toolbox provides customers with the capabilities necessary to develop highly integrated silicon packaging solutions, optimizing clock speed, bandwidth, and power delivery, while reducing co-design time, product development cycles, and time to market.
The following table sets forth our leading-edge advanced packaging technologies.
37
Numberof Leads
Interconnect Materials. Interconnect materials connect the input/output on the semiconductor dies to the printed circuit board. Interconnect materials include substrate, which is a multilayer miniature printed circuit board, and is an important element of the electrical characteristics and overall performance of semiconductors. We produce substrates for use in our packaging operations.
The demand for higher-performance semiconductors in smaller packages will continue to spur the development of IC substrates that can support the advancement in circuit design and fabrication. As a result, we believe that the market for substrates will grow and the cost of substrates as a percentage of the total packaging process will increase. In the past, substrates we designed for our customers were produced by independent substrate manufacturers. Since 1997, we have been designing and producing a portion of our interconnect materials in-house. In 2025, our interconnect materials operations supplied approximately 8.7% of our consolidated substrate requirements by value.
The following table sets forth, for the periods indicated, the percentage of our packaging revenues accounted for by each principal type of packaging products or services.
38
Bumping, Flip Chip, WLP, and SiP
Wirebonding(1)
Discrete and others
Total
Includes leadframe-based packages such as QFP/TQFP, QFN/MCC and PLCC/PDIP and substrate-based packages, such as various BGA package types and LGA.
Testing Services
We provide a complete range of semiconductor testing services, including front-end engineering testing, wafer probing, final testing of logic/mixed-signal/RF semiconductors and SiP/MEMS/Discrete modules, and other test-related services.
The testing of semiconductors requires technical expertise and knowledge of the specific applications and functions of the semiconductors tested as well as the testing equipment utilized. We believe that our testing services employ technology and expertise which are among the most sophisticated in the semiconductor industry. In addition to maintaining different types of testing equipment, which enables us to test a variety of semiconductor functions, we work closely with our customers to design effective testing solutions on multiple equipment platforms.
In recent years, complex, high-performance logic/mixed-signal/RF semiconductors, including AI processor/switch, automotive ADAS chips and SiP/MEMS modules, have accounted for an increasing portion of our testing revenues.
Front-End Engineering Testing. We provide front-end engineering testing services, including customized software development, electrical design validation, and reliability and failure analysis.
Customized Software Development. Test engineers develop customized software or test programs to test semiconductors using automated test equipment. Each device generally requires a specialized test program in order to test the conformity of each particular semiconductor to its required functionality and specification.
Electrical Design Validation. A prototype of the designed semiconductor is subjected to electrical tests using advanced test equipment and customized software. These tests assess whether the prototype semiconductor complies with a variety of different operating specifications, including functionality, frequency, voltage, current, timing, and temperature range.
Reliability Analysis. Reliability analysis is designed to assess the long-term reliability of the semiconductor and its suitability of use for intended applications. Reliability testing can include “burn-in” services, which electrically stress a device, usually at high temperature and voltage, for a period of time long enough to cause the failure of marginal devices.
Failure Analysis. In the event that the prototype semiconductor does not function to specifications during either the electrical design validation or reliability testing processes, it is typically subjected to failure analysis to determine the cause of the failure to perform as anticipated. As part of this analysis, the prototype semiconductor may be subjected to a variety of analyses of electrical testing.
Wafer Probing. Wafer probing is the step immediately before the packaging of semiconductors and involves visual inspection and electrical testing of the processed wafer for defects to ensure that it meets our customers’ specifications. Wafer probing services require expertise and testing equipment similar to that used in final testing, and most of our testers can also be used for wafer probing.
Logic/Mixed-signal/RF Module and SiP/Discrete Final Testing. We conduct final tests of a wide variety of logic/mixed-signal/RF semiconductor devices and SiP/MEMS/discrete modules, with the number of leads or bumps ranging from the single digits to over 30 thousand and operating frequencies of over 44 Gbps for digital semiconductors and 44 GHz for satellites and 5G mm Wave semiconductors, which are at the high end of the range for the industry. The products we test include applications for wired, wireless, and mobile communications, satellite communications, automotive, home entertainment, IoT, personal computer, AI, and HPC applications, as well as a variety of consumer and application-specific integrated circuits for various specialized applications.
39
Other Test-Related Services. We provide a broad range of additional test-related services, such as:
Electric Interface Board and Mechanical Test Tool Design. Process of designing individualized testing apparatuses such as test load boards, sockets, handler change kits, and probe cards for unique semiconductor devices and packages.
Program Conversion. Process of converting a test program from one test platform to different test platforms.
Program Efficiency Improvement. Process of optimizing the program code.
Burn-In Testing. Burn-in testing is the process of electrically stressing a device, usually running at high temperatures and voltages, for a period of time to simulate the continuous use of the device to determine whether this use would cause failures.
Module and SiP Testing. We provide multi-die-module and SiP testing through integrated bench solutions or via automatic test equipment.
System Level Testing. We provide customized system-level testing as a device functional simulation test solution, offering higher test coverage after the final test.
Drop Shipment Services. We offer drop shipment services for shipment of semiconductors directly to end users designated by our customers. Drop shipment services are provided mostly in conjunction with our testing services. We provide drop shipment services to a significant percentage of our testing customers. A substantial portion of our customers at each of our facilities have qualified these facilities for drop shipment services. Since drop shipment eliminates the additional step of inspection by the customer before shipment to the end user, quality of service is a key consideration. We believe that our ability to successfully execute our full range of services, including drop shipment services, is an important factor in maintaining existing customers as well as attracting new customers.
The following table sets forth, for the periods indicated, the percentage of our testing revenues accounted for by each type of testing services.
Front-end engineering testing
Wafer probing
Final testing
We provide integrated solutions for EMS in relation to computing, peripherals, communications, industrial, automotive, and server applications through USI Group. The key products and services we offer to our customers include:
Computing: motherboards for server and PCs; AI cards; peripherals; docking station; network attached systems; solid state drives;
Communications: Wi-Fi; SiP;
Consumer products: control boards for flat panel devices; SiP;
40
Automotive electronics: automotive EMS; automotive wireless solutions; powertrain systems; power module; telematics;
Industrial products: point-of-sale systems; smart handheld devices; and
Others: field replacement units; return material authorization; medical/health related products.
Seasonality
See “Item 5. Operating and Financial Review and Prospects—Operating Results—Quarterly Operating Revenues, Gross Profit and Gross Margin.”
Sales and Marketing
Sales and Marketing Presence
We maintain sales and marketing offices in Taiwan, the U.S., Belgium, Singapore, the P.R.C., South Korea, Malaysia, Japan, and a number of other countries. We also have sales representatives operating in certain other countries in which we do not have offices. Our sales and marketing offices in Taiwan are located in Hsinchu, Taichung and Kaohsiung. We conduct marketing research through our customer service personnel and through our relationships with our customers and suppliers we endeavor to keep abreast of market trends and developments. We also provide advice on production process technology to our major customers planning the introduction of new products. When placing orders, our customers specify which of our facilities will receive the orders. Our customers conduct separate qualification and correlation processes for each of our facilities that they use. See “—Qualification and Correlation by Customers.”
Customers
Our five largest customers together accounted for approximately 48.0%, 48.4% and 46.5% of our operating revenues in 2023, 2024, and 2025, respectively. One customer (including other customers for whom OEM services were provided on its behalf) accounted for more than 10.0% of our operating revenues in 2023, 2024, and 2025.
We package and test for our customers a wide range of products with end-use applications in the communications, computing, and consumer electronics/industrial/automotive sectors. The following table sets forth a breakdown of the percentage of our operating revenues generated from our packaging and testing services, for the periods indicated, by the principal end-use applications of the products that were packaged and tested.
Communications
Computing
Consumer electronics/industrial/automotive/others
Our EMS provides a wide range of products with end-use applications. The following table sets forth a breakdown of the percentage of our operating revenues generated from our EMS for the periods indicated by the principal end-use applications.
Consumer electronics
Industrial
Automotive
Others
41
We categorize our operating revenues geographically based on the country in which the customer is headquartered. The following table sets forth, for the periods indicated, the percentage breakdown by geographic regions of our operating revenues.
U.S.
Taiwan
Asia
Europe
Qualification and Correlation by Customers
Customers generally require that our facilities undergo a stringent qualification process during which the customer evaluates our operations and production processes, including engineering, delivery control, and testing capabilities. The qualification process typically takes up to several weeks but can take longer depending on the requirements of the customer. In the case of our testing operations, after we have been qualified by a customer and before the customer delivers semiconductors to us for testing in volume, a process known as correlation is undertaken. During the correlation process, the customer provides us with sample semiconductors to be tested and either provides us with the test program or requests that we develop a conversion program. In some cases, the customer also provides us with a data log of results of any testing of the semiconductors that the customer may have conducted previously. The correlation process typically takes up to two weeks but can take longer depending on the requirements of the customer. We believe our ability to provide turnkey services reduces the amount of time spent by our customers in the qualification and correlation process. As a result, customers utilizing our turnkey services are able to achieve shorter production cycles.
Pricing
We price our packaging services and EMS by considering the actual costs and prevailing market prices. We price our testing services primarily on the basis of the amount of time, measured in central processing unit seconds, taken by the automated testing equipment to execute the test programs specific to the products being tested, as well as the cost of the equipment, with additional consideration of prevailing market prices. Prices for our packaging, testing, and EMS are confirmed at the time orders are received from customers, which is typically several weeks before delivery.
42
Raw Materials and Suppliers
Packaging
The principal raw materials used in our packaging processes are interconnect materials such as leadframes and substrates, gold wire, and molding compound. The silicon die, which is the functional unit of the semiconductor to be packaged, is supplied in the form of silicon wafers. Each silicon wafer contains a number of identical dies. We receive the wafers from customers or foundries on a consignment basis. Consequently, we generally do not incur inventory costs relating to the silicon wafers used in our packaging process.
We do not maintain large inventories of leadframes, substrates, bonding wire, or molding compound, but generally maintain sufficient stock of each principal raw material based on blanket orders and rolling forecasts of near-term requirements received from customers. In addition, several of our principal suppliers dedicate portions of their inventories as reserves to meet our production requirements. However, shortages in the supply of materials experienced by the semiconductor industry have in the past resulted in occasional price adjustments and delivery delays. In order to reduce adverse impacts caused by the price fluctuations of raw materials, we have developed substitute raw materials, such as copper wire, which costs much less than gold wire. However, we cannot guarantee that we will not experience shortages or price increases in the near future, or that we will be able to obtain adequate supplies of raw materials in a timely manner and at a reasonable price or to develop any substitute raw materials. In the event of a shortage and/or price increase, we generally inform our customers and work together to accommodate changes in delivery schedules and/or the price increase of raw materials. See “Item 5. Operating and Financial Review and Prospects—Operating Results—Raw Material Costs.”
We produce substrates for use in our packaging operations. In 2025, our interconnect materials operations supplied approximately 8.7% of our consolidated substrate requirements by value. See “—Principal Products and Services—Interconnect Materials.”
We have adjusted our purchases of raw materials and our production processes in order to use raw materials that comply with EU regulations, such as EU RoHS and EU REACH, for part of our production. This legislation restricts the use in the EU of certain substances that the EU deems harmful to consumers including certain grades of molding compounds, solder, and other raw materials that are used in our products. Manufacturers of electrical and electronic equipment must comply with this legislation in order to sell their products in an EU member state. Any failure to comply with regulatory environmental standards may have a material adverse effect on our results of operations.
We established ASE Global Integrated Solutions Co., Ltd. to manage and implement procurement processes for certain materials and equipment requirements. Leveraging the specialized expertise and advantages among certain subsidiaries, we aim to achieve significant cost reductions in the overall procurement process through the establishment of ASE Global Integrated Solutions Co., Ltd.
Testing
For the functional and burn-in testing of semiconductors, no other raw materials are needed. However, we often design and outsource the manufacturing of test interface products such as load boards, probe cards, system level test boards, burn-in boards and required kits.
Our manufacturing processes use many raw materials. For 2025, raw materials costs accounted for 78.7% of our operating revenues from EMS. Our principal raw materials include, among others, printed circuit boards, integrated chips, ink, semiconductor devices, computer peripherals, and related accessories and electronic components. Our principal raw materials varied in the past, depending on the end-use products provided.
To ensure quality, on-time delivery and pricing competitiveness, we have established both a standardized supplier assessment system and an evaluation mechanism, continued to maintain close working relationships with our suppliers, and jointly created a stable and sustainable supply chain. In addition, we adjusted the procurement strategy in line with industry trends as well as the nature of raw materials, and decentralized the sources of raw materials to lower our supply concentration risk. However, we cannot ensure that we will not experience any shortages or price increases in the future. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business—Our revenues and profitability may decline if we are unable to obtain adequate supplies of raw materials and energy in a timely manner and at a reasonable price.”
43
Equipment
The wire bonding process is important for routing the signal out of die to the system for the IC wire-bonding solutions. Thus, wire bonder is the key equipment used for such process. As products become finer and finer pitch, the bumping process will replace the wire bonding process for the signal routing purpose. Thus, sputter and plater will be the crucial equipment for this type of process.
Wire bonders connect the input/output terminals on the silicon die using extremely fine gold or copper wire to leads on leadframes or substrates. Typically, a wire bonder may be used, with minor modifications, for the packaging of different products. As of January 31, 2026, we operated an aggregate of 25,001 wire bonders. For the packaging of certain types of substrate-based packages, die bonders are used in place of wire bonders. The number of bonders at a given facility is commonly used as a measure of the packaging capacity of the facility. In addition to bonders, we maintain a variety of other types of packaging equipment, such as wafer grinds, wafer mounts, wafer saws, heat sink placement, automated molding machines, laser markers, solder plates, pad printers, dejunkers, trimmers, formers, substrate saws, and scanners. We purchase our packaging equipment from major international manufacturers, including All Ring Tech Co., Ltd., Marketech lnternational Corp., Grand Process Technology Corporation, Tokyo Electron Limited, and Lam Research Corporation.
Testing equipment is the most capital-intensive component of the testing process. We generally seek to purchase testers from different suppliers with similar functionality and acquire the ability to test a variety of different semiconductors. We purchase testers from major international manufacturers, primarily Teradyne, Inc., Tokyo Electron Limited, and Advantest Corporation. Upon acquisition of new testers, we install, configure, calibrate, perform burn-in diagnostic tests on, and establish parameters for the testers based on the anticipated requirements of existing and potential customers and considerations relating to market trends. As of January 31, 2026, we operated an aggregate of 7,456 testers. In addition to testers, we maintain a variety of other types of testing equipment, such as automated handlers and probers (special handlers for wafer probing), scanners, reformers, and computer workstations for use in software development. Each tester may be attached to a handler or prober. Handlers attach to testers and transport individual packaged semiconductors to the tester interface. Probers similarly attach to the tester and align each individual die on a wafer with the interface to the tester.
For the majority of our testing equipment, we typically base our purchases on prior discussions with our customers about their forecast requirements. The balance consists of testing equipment on consignment from customers, which is dedicated exclusively to the testing of these customers’ specific products.
Test programs, which consist of the software that drives the testing of specific semiconductors, are written for a specific testing platform. We sometimes perform test program conversions that enable us to test semiconductors on multiple test platforms. This portability between testers enables us to allocate semiconductors tested across our available test capabilities and thereby improve capacity utilization rates. In cases where a customer requires the testing of a semiconductor product that is not yet fully developed, the customer may provide computer workstations to us to test specific functions. In cases where a customer has specified testing equipment that was not widely applicable to other products that we test, we have required the customer to furnish the equipment on a consignment basis.
The SMT assembly line is the key facility of our electronic manufacturing operations and generally includes a printer and one or two high-speed mounters and/or a multifunction mounter. The SMT assembly process primarily consists of the following three manufacturing steps: (i) solder paste stencil printing, (ii) component placement, and (iii) solder reflow. High-speed SMT assembly systems offer both economic and technical advantages that may reduce both production cost and time while meeting quality requirements. Thus, SMT has become the most popular assembly method for sophisticated electronic devices. We had 205 SMT lines as of January 31, 2026.
44
Intellectual Property
As of January 31, 2026, we held a total of 6,358 patents, 1,938 Taiwan patents, 2,026 U.S. patents, 2,248 P.R.C. patents, 96 Europe patents, and 50 patents in other countries related to various semiconductor packaging technologies and invention, utility, and design on our EMS. In addition, as of January 31, 2026, we had a total of 2,249 pending patent applications, 263 in Taiwan, 739 in the U.S., 1,220 in the P.R.C., 22 in Europe, and 5 in other countries. Moreover, we filed several trademarks applications in Taiwan, the U.S., the P.R.C., and the EU. For example, “ASE,” “aCSP,” “a-EASI,” “a-fcCSP,” “aQFN,” “a-QFN,” “a-S3,” “a-TiV,” “aWLP,” “a-WLP,” “iSiP,” “iWLP,” “aSiM,” “SiP-id” “SPIL,” “HSiP,” “XnBay,” “Emerald,” and “VIPack” have been registered in Taiwan.
We have also entered into various non-exclusive technology license agreements with other companies involved in the semiconductor manufacturing process, including Infineon Technologies AG, TDK Corporation, and DECA Technologies Inc. The technology we license from these companies includes solder bumping, redistribution, ultra CSP assembly, advanced QFN assembly, wafer-level packaging, and other technologies used in the production of package types, such as BCC, flip chip BGA, film BGA, aQFN, and chip embedding. One of our license agreements with Infineon Technologies AG will remain in effect until expiration of the patents licensed by the agreement, and the other automatically renews each year unless otherwise agreed between the parties. Our license agreements with TDK Corporation and DECA remain in effect until expiration of their respective patents licensed by the agreements.
In addition, we improve our technological platform by licensing innovative package technologies. For example, through wafer bumping and redistribution technology, we are able to form and redistribute bumps on the chip to make a silicon die by directly attaching the substrate using bumps rather than wire bonding, and through wafer level CSP technology, we are able to produce a chip scale package at the stage of wafer level.
Our success depends in part on our ability to obtain, maintain, and protect our patents, licenses, and other intellectual property rights, including rights under our license agreements with third parties.
Quality Control
We believe that our process technology and reputation for high quality and reliable services have been important factors in attracting and retaining leading international semiconductor companies as our customers. We maintain quality control staff at each of our facilities. Our quality control staff typically includes engineers, technicians, and other employees who monitor the processes in order to ensure high quality. Our quality assurance systems impose strict process controls, statistical in-line monitors, supplier control, data review and management, quality controls, and corrective action systems. Our quality control employees operate quality control stations along with production lines, monitor clean room environments, and follow up on quality through outgoing product inspection and interaction with customer service staff. We have established quality control systems that are designed to ensure high-quality products/service to customers, high testing reliability, and high production yields at our facilities. We also have established an environmental management system in order to comply with the environmental standards of our customers and the countries within which they operate. See “—Raw Materials and Suppliers—Packaging.” In addition, our facilities have been qualified by all of our major customers after satisfying stringent quality standards prescribed by these customers.
Our packaging and testing operations are undertaken in clean rooms where air purity, temperature, and humidity are controlled. To ensure stability and integrity of our operations, we maintain clean rooms at our facilities that meet U.S. Federal Standard 209E class 1,000, 10,000 and 100,000 standards.
ISE Labs’ testing facilities in Fremont, California are considered suitably equipped by the U.S. Defense Logistics Agency to perform the MIL-STD-883 tests on monolithic microcircuits in accordance with MIL-PRF-38535.
We have also obtained many certifications on our packaging, testing, and interconnect materials facilities. Some of these certifications are required by some semiconductor manufacturers as a threshold indicator of a company’s quality control standards or by many countries in connection with sales of industrial products. The table below sets forth the main certifications or verifications we have for our packaging, testing and interconnect materials.
45
Location
P.R.C.
South Korea
Japan
Malaysia
Singapore
the Philippines
IATF 16949 standard provides continual improvement with an emphasis on the prevention of defects and reduction of variation and waste in the supply chain.
ISO 9001 quality standards are related to quality management systems and designed to help organizations ensure that they meet the needs of customers and other stakeholders while meeting statutory and regulatory requirements related to the product.
ISO 14001 standard provides criteria for an environmental management system. It can be used by any organization that wants to improve resource efficiency, reduce waste and drive down costs.
ISO 17025 is the main ISO standard used by testing and calibration laboratories.
ISO 14064-1 standard provides governments, businesses, regions and other organizations with a complementary set of tools for programs to quantify, monitor, report and verify greenhouse gas emissions.
ISO 14067 standard provides guidelines for the quantification and communication of the carbon footprint of a product.
IECQ HSPM QC080000 is a certification designed to manage, reduce and eliminate hazardous substances.
“Sony Green Partner” indicates our compliance with the “Sony Green Package” standard requirements.
ISO 45001 standard provides a comprehensive framework to improve workplace safety, reduce risks, and enhance overall well-being.
TOSHMS is the Taiwan Occupational and Health Management System.
ISO 50001 standard provides a practical way to improve energy use, through the development of an energy management system
ISO 13485 standard provides the requirements for a quality management system specific to the medical devices industry.
ISO 28000 standard provides security management framework dealing with security assurance in a supply chain.
ISO 26262 standard provides guidelines for functional safety of electrical and electronic systems in production automobiles.
ISO 15408-EAL6 is a framework that outlines the criteria for globally recognized standards and security inspections for IT products.
TL 9000 standard provides the supply chain quality requirements of the global communications industry.
ISO 22301 standard provides guidelines requirements to plan, establish, implement, operate, monitor, review, maintain and continually improve a documented management system.
The Responsible Business Alliance (RBA) is the world’s largest industry coalition dedicated to responsible business conduct in global supply chains.
ISO/IEC 27001 standard provides companies of any size and from all sectors of activity with guidance for establishing, implementing, maintaining and continually improving an information security management system.
The Groupe Speciale Mobile Association (the “GSMA”) SAS-UP (Security Accreditation Scheme – Universal Integrated Circuit Card Production) standard defines a comprehensive set of protocols and security measures for securely handling production data, including certificate management, data generation, and data personalization for Smart Cards (SC) and eUICC-sensitive products.
ISO 46001 standard provides requirements and contains guidance for its use in establishing, implementing and maintaining a water efficiency management system.
ISO 21434 standard provides engineering requirements for cybersecurity risk management.
IEC 62443-2-1 standard provides best practices for cybersecurity and provides a way to assess the level of security performance.
We also have strict process controls in our EMS business. Universal Global Scientific Industrial Co., Ltd.’s facilities in Nantou, Taiwan, are considered suitably equipped by the US Defense Logistics Agency to perform the MIL-STD-883 tests on assemble, seal, and test hybrid microcircuits in compliance with MIL-PRF-38534 Classes H and K. USI Asteelflash Poland Sp. z o.o. is in compliance with VDA 6.3 audit, which focuses on process audit for planning and manufacturing of products and services, and VDA 6.5, which is a qualification for product audit. The table below sets forth the certifications or verifications we have obtained for our EMS facilities.
46
Mexico
Poland
United Kingdom
France
Germany
Czech Republic
Tunisia
Vietnam
Hungary
TISAX standard provides the assessment and exchange mechanism for information security in the automotive industry.
AS/EN 9100: 2016 standard provides the management of development, production, manufacturing, installation, construction, and maintenance as well as trade and distribution for the aerospace industry.
The global market for semiconductor packaging and testing markets is highly competitive. We face competition from a number of sources and IDMs with in-house packaging and testing capabilities and fabless semiconductor design companies with their own in-house testing capabilities. Some of these IDMs have commenced, or may commence, in-house packaging and testing operations in Asia. Substantially all of packaging and testing companies that compete with us have established operations in Taiwan and across the region.
IDMs that use our services continuously evaluate our performance against their own in-house packaging and testing capabilities. These IDMs may have access to more sophisticated technologies and greater financial and other resources than we do. We believe, however, that we can offer greater efficiency at lower cost while maintaining equivalent or higher quality for several reasons. First, as we benefit from specialization and economies of scale by providing services to a large base of customers across a wide range of products, we are better able to reduce costs and shorten production cycles through high-capacity utilization and process expertise. Second, as a result of our customer base and product offerings, our equipment generally has a longer useful life. Third, as a result of the continuing reduction of investments in in-house packaging and testing capacity and technology at IDMs, we are better positioned to meet their packaging and testing requirements on a large scale.
Our packaging and testing business also faces actual and potential competition from companies at other levels of the supply chain, which have the financial resources and technical capabilities to enter into and effectively compete within the industry. For example, TSMC has offered advanced packaging technologies such as integrated fan-out (the “InFO”) technology.
Our EMS business faces significant competition from other EMS providers with comprehensive integration, wide geographic coverage, and large production capabilities that enable them to achieve economies of scale. We believe, however, that we can still achieve satisfactory performance in the market given that we have been able to provide products with high quality and we are capable of designing new products by cooperating with our customers.
Environmental Matters
Our operations of packaging, interconnect materials, and EMS generate both hazardous and non-hazardous wastes. We have installed various types of anti-pollution equipment for the treatment of liquid and gaseous chemical waste and adopted comprehensive antipollution measures for the effective management of environmental protection that we believe are consistent with international standards. In addition, we believe we are in compliance in all material respects with present environmental laws and regulations applicable to all our operations and facilities.
In order to demonstrate our commitment to environmental protection, in December 2013, ASE’s board of directors approved contributions to environmental protection efforts in Taiwan in a total amount of not less than NT$3,000.0 million, to be made in the following 30 years. We have made contributions in the amount of NT$100.0 million (US$3.2 million) for each of the years 2023, 2024 and 2025 through the ASE Environmental Protection and Sustainability Foundation, which we established as a channel to continuously implement the activities related to environmental protection projects in Taiwan.
47
Our operations involving wafer-level process and requiring wastewater treatment at our Kaohsiung facility have been subject to scrutiny by the Kaohsiung City Environmental Protection Bureau as a result of alleged water pollution violations that occurred in 2013. For additional details of these administrative actions and judicial proceedings related to our environment claims, see “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings.”
Defending against any of the pending or future actions will likely be costly and time-consuming and could significantly divert our management team’s efforts and resources. Any future suspension of operations at our facilities may adversely affect our business, financial condition, results of operations and cash flows. See “Item 3. Key Information—Risk Factors— Risks Relating to Our Business—Any environmental claims or failure to comply with any present or future environmental laws and regulations, as well as any fire or other industrial accident, may require us to spend additional funds and may materially and adversely affect our financial condition and results of operations.”
Climate Change Management
The board of directors of ASEH serves as the supervisory and governance body for climate-related issues. It is responsible for approving risk policies, overseeing climate-related risks, and making decisions pertaining to climate matters. The board of directors has established the risk management committee and the corporate sustainability and information security committee (the “CSISC”, formerly the corporate sustainability committee) as bodies responsible for managing climate-related risks and opportunities. Each committee consists of directors who are separately responsible for managing climate risks and climate sustainability strategies, promoting sustainable development, implementing risk management mechanisms, and implementing decisions made by the board of directors. We report on the management and execution status of climate-related issues to the board of directors on a quarterly basis, enabling the board of directors to understand the impact of climate change on our business operations and develop corresponding strategies. We conduct annual assessments of climate-related physical and transition risks. We utilize questionnaires to identify extreme weather events, including but not limited to heavy rainfall, drought, and significant temperature changes. Additionally, we assess the potential impact and influence of these weather events on our business operations and finances. In order to effectively implement our climate-related policies, the executive secretariat of the risk management committee collaborates with our subsidiaries to conduct an identification and assessment of climate-related physical and transition risks. This process involves using questionnaires and collecting data to identify physical and transition risks or events that could affect our business objectives, as well as their financial and operational implications. Based on the findings of this process, countermeasures and management strategies are proposed, and the results of climate risk identification are reported to the board of directors by the CSISC annually, which tracks the implementation status of our climate measures regularly.
ASEH has passed a compliance review by the Science Based Targets initiative and also committed to Net-Zero emission targets to exert positive social influence. We have planned mid- and long-term absolute carbon reduction goals. Using 2016 as the base year for the completion of Scopes 1 and 2 verification, we plan to reduce absolute Scope 1 and 2 GHG emissions 58.8% by 2030 and commit to reduce absolute Scope 3 GHG emissions 25% by 2030 from a 2020 base year.
We are committed to reducing the emission of greenhouse gases from our business operations. We aim to address and integrate climate change into our business strategies by investing in carbon credits, expanding the use of renewable energy and low-carbon transportation, developing low-carbon products, and supply chain engagement. We are committed to continuously revising and updating our targets, while tracking and monitoring the progress of our existing climate-related goals.
Transition to Low-Carbon Economy
Our climate leadership stems from bringing low carbon solutions to the global market and through balancing operational growth and low-carbon transformation targets that meet stakeholders’ expectations.
48
We are dedicated to providing high efficiency products as well as investing in the research and development of eco-friendly design. Starting from the product design stage, we actively incorporate environmentally friendly materials into production processes. We have also maintained a multi-site certification for ISO 14001, ISO 14064-1, ISO 14047, and ISO 50001, which regularly examines the effectiveness of our environment and energy management systems. Global warming and climate change are contributing to extreme weather patterns and causing more stress to the environment. As global citizens, we are taking measurable actions to support and promote environmental sustainability. We have signed up with the major customer’s “Supplier Clean Energy Program” to increase our energy efficiency and transition to clean and renewable electricity. We have also joined the Semiconductor Climate Consortium (SCC) which is the first global collaborative of semiconductor ecosystem companies focused on reducing greenhouse gas emissions across the value chain, and Taiwan Institute for Sustainable Energy’s Net-zero Emission Alliance in pledging commitment to Net-zero 2030/2050, to build a supply chain that is resilient, transformative, and progressive.
We believe proactively engaging in supplier development is key to the sustainable development of our supply chain. We provide trainings, workshops, seminars, and face-to-face consultation to reinforce our suppliers’ capabilities to address sustainability issues and enhance their awareness of best practices for sustainability. In 2015, we joined the RBA, previously known as the Electronic Industry Citizens Coalition, and every year all of our facilities complete the RBA’s Self-Assessment Questionnaire to identify the labor, environmental, and ethical risks in their respective operations.
To improve overall energy management, we established a green energy platform composed of multiple departments of the Group as well as teams based in Taiwan. We have allocated resources to support our suppliers in establishing GHG and product carbon footprint management systems that accelerate their efforts to meet emission regulatory requirements. In 2022, we collaborated with third party consultants on a medium to long term supplier low carbon guidance program which was conducted both online and in-person. The program not only supports suppliers to obtain external certifications such as ISO 14064-1certification and ISO 14067 but also facilitates carbon inventory management across the supply chain. During the guidance process, we identify carbon hotspots within suppliers’ operational processes and execute relevant emission reduction plans. By expanding the scope of engagement with our supply chain, we work with suppliers to enhance their carbon management capabilities and leverage our influence in the industry. As part of our strategic efforts to build a stable and more sustainable supply chain, we typically hold the Supplier Sustainability Awards every two or three years, which recognizes suppliers with outstanding performance in sustainability. The award program was jointly organized by all three ASEH subgroups. A new supplier incentive program focusing on ASEH’s Low Carbon, Circular, Collaborative and Inclusive strategies was launched, and the number of participating suppliers expanded. The program encourages suppliers to submit sustainability partnership projects of a 1-2 year duration for review by ASEH and independent third parties. The submitted projects will undergo a rigorous selection process based on the implementation timeframe and efficacy, and selected projects will be funded by the ASE Environmental Protection and Sustainability Foundation.
Information Security Management
We rely on the efficient and uninterrupted operation of complex information technology applications, systems, and networks to operate our business. Our systems are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, cyberattacks, computer viruses, denial of service attacks, or other attempts to harm our system, and similar events. Cybersecurity threats continue to expand and evolve globally, and the risks we face from cyberattacks have increased significantly in recent years. Some of these attacks originate from well-organized, and highly skilled organizations. Although we maintain robust cybersecurity protocols to guard against these threats and there have not been reported major cyberattacks against our systems in recent years, any such attack or system or network disruption could result in a loss of our intellectual property, the release of commercially sensitive information and customer or employee personal data. Failures to protect the privacy of customer and employee confidential data against breaches of network security could result in damage to our reputation. For further details on our cybersecurity measures, see “Item 16K. Cybersecurity.” For more information about these risks, see “Risk Factors – Cyber-attacks could harm our business, financial condition, and results of operations.”
Furthermore, some of our data centers are located in areas with a high risk of major earthquakes. Our data centers are also subject to break-ins, sabotage, and intentional acts of vandalism, and to potential disruptions if the operators of these facilities have financial difficulties. Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, or a decision to close a facility we are using without adequate notice for financial reasons or other unanticipated problems at our data centers could result in loss of production capabilities and lengthy interruptions in our service. Any damage to or failure of our systems could result in interruptions in our service. Interruptions in our service could materially and adversely affect our business, financial condition, and results of operations.
49
Risk Management
Our board of directors established a risk management committee and approved the “Risk Management Policies and Procedures” as the ultimate guiding risk management principle. Awareness in risk management forms an integral part of our management, and risk management has been duly incorporated into our business strategies and organizational culture. We conduct risk assessments on an annual basis. For major risks, we formulate specific management plans covering goals, organizational structure and responsibilities, and risk management procedures. These plans have been developed to identify, measure, monitor and control various risk exposures effectively. We also conduct a comprehensive evaluation on the probability impacts of various risks faced during the ordinary course of business and take appropriate measures to continuously make improvements to better respond to natural disasters and other disruptive events such as cyberattacks or energy crises that could adversely affect the operation of our business. We proactively implement risk management plans and report to the board of directors on a yearly basis. For a discussion of these risks and other factors, see “Item 3. Key Information—Risk Factors.”
Insurance
We have insurance policies covering property damage and damage to our production facilities, buildings, and machinery. We also have liability insurance policies, including but not limited to general liability insurance policies, product liability insurance policies for specified clients and products, and directors’ and officers’ insurance policies. In addition, considering the cybersecurity risks and challenges facing business entities, we adopted a cyber liability insurance policy, which is expected to help us respond to and control the impact of a cybersecurity incident.
We are not insured against the loss of key personnel.
The following chart illustrates our corporate structure, including our principal packaging, testing, and EMS manufacturing subsidiaries as of January 31, 2026. Except for USI Inc., the following chart does not include intermediate holding subsidiaries, internal trading subsidiaries, or those subsidiaries without manufacturing operations and in the process of construction. For complete information on our subsidiaries, see Note 4 to our consolidated financial statements included in this annual report.
50
Our Consolidated Subsidiaries
ASE Group
ASE Inc., which was established on March 23, 1984, is headquartered in Taiwan and provides packaging and testing services, wafer sort testing, final testing services, substrate design, and manufacturing. Major subsidiaries of ASE Group include ASE Inc. (includes ASE Chung Li), ASE Test Taiwan, ASE Malaysia, ISE Labs, ASE Singapore, ASE Electronics, ASE Korea, ASE Japan, ASE Shanghai, Wuxi Tongzhi, CHE, and ASEPCAYMAN (includes ASE Co., Ltd. - Philippines Branch).
SPIL Group
Siliconware Precision Industries Co., Ltd., which was established on May 17, 1984, is our wholly owned subsidiary. SPIL offers a full range of packaging and testing solutions, including advanced packages, substrate packages and leadframe packages, as well as testing for logic and mixed signal devices. SPIL also provides turnkey services, from packaging and testing services. See “Item 4. Information on the Company—Information on the Company—History and Development of the Company—SPIL Acquisition” for more information.
USI Group
USI Group engages primarily in EMS in relation to computing, consumer electronics, communications, industrial, and automotive, among other services and businesses.
As of January 31, 2026, we held 100.0% interest in USI Inc., 71.6% interest in USI Shanghai through USI Inc. and ASE Shanghai, 75.1% interest in HCC Group through USI Inc., and 100.0% interest in FAFG through USIFR and USI Shanghai. See “Item 4. Information on the Company—Information on the Company—History and Development of the Company—USI Group and USI Group Restructuring” for more information.
51
We operate a number of packaging, testing, and electronic manufacturing facilities globally. Our facilities provide varying types or levels of services with respect to different end-product focus, customers, technologies, and geographic locations. With our diverse facilities we are able to tailor our packaging, testing, and electronic manufacturing solutions closely to our customers’ needs. The following table sets forth the location, commencement of operation, primary use, approximate floor space, and ownership of our principal manufacturing facilities in operation as of January 31, 2026. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources” for more information.
Facility
Commencementof Operation
Primary Use
Owned orLeased
Land: leased Buildings: owned and leased
52
53
54
55
56
Land: owned and leased
Buildings: owned
We have leased land in the Kaohsiung Nanzih Technology Industrial Park from Bureau of Industrial Parks, Ministry of Economic Affairs (the “MOEA”) with different lease terms for several years that will expire in July 2069. We have leased land from the Central Taiwan Science Park Administration in Taichung with 19-year to 20-year terms that will expire in December 2041. We have leased land from Hsinchu Science Park Administrations in Hsinchu with 20-year to 40-year terms that will expire in December 2043. We have leased land in Taichung from MOEA for 10 years that will expire in March 2032. No sublease or lending of the land is allowed. The MOEA, the Central Taiwan Science Park Administration, and the Hsinchu Science Park Administrations have the right to adjust the rental price in the event the government revalues the land. The leases are typically renewable with one-month to three-month notice prior to the termination date.
Smart Factory
To enhance factory efficiency, improve manufacturing process quality, and meet customer delivery time demands, we have invested in automated, lights-out factories. Automation, heterogeneous integration in machine and production systems, and heterogeneous integration in SiP are three major forces driving smart factories and digital transformation. This integration achieves automation of production processes, digitalization and intelligence. As of December 31, 2025, 45% of our facilities in Taiwan had implemented smart factory, with more than 80% of sites or production lines utilizing technologies such as IoT, AI, big data analytics, automation, cloud computing and sensing systems to enable real-time integration among equipment, machinery and systems. We will continue to make further investment into automating manufacturing capacity.
We continuously evaluate our need for future expansion based on market condition and future demand requirements to meet our expected future growth. For information on the aggregate capacity of our facilities we operate, see “—Business Overview—Equipment.” For administrative actions and judicial proceedings related to Kaohsiung Facility, see “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings.”
None.
The following discussion of our business, financial condition, and results of operations should be read in conjunction with our consolidated financial statements, which are included elsewhere in this annual report. This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of any number of factors, such as those set forth under “Item 3. Key Information—Risk Factors” and elsewhere in this annual report. See “Special Note Regarding Forward-Looking Statements.” Please refer to our Form 20-F filed with the Securities and Exchange Commission on March 27, 2025 (File No. 001-16125) for our discussion of financial information and operating results for 2024.
57
Overview
We offer a broad range of semiconductor packaging and testing services, and we offer EMS through USI Group. In addition to offering each service separately, we also offer turnkey services, which include integrated packaging, testing, and direct shipment of semiconductors to end users designated by our customers and solution-based proactive original design manufacturing. In addition, we have been generating revenues from our real estate business and the manufacturing of integrated circuits.
Discussed below are several factors that have had a significant influence on our financial results in recent years.
Pricing and Revenue Mix
We price our services taking into account the actual costs involved in providing these services, with consideration of prevailing market prices. The majority of our prices and revenues is denominated in U.S. dollars. Any significant fluctuation in exchange rates, especially between NT dollars and U.S. dollars, will affect our costs and, in turn, our revenues.
In the case of semiconductor packaging, the cost of the silicon die, typically the most costly component of the packaged semiconductor, is usually not reflected in our costs (or revenues) since it is generally supplied by our customers on a consignment basis.
The semiconductor industry is characterized by a general trend toward declining prices for products and services of a given technology over time. In addition, during periods of intense competition and adverse conditions in the semiconductor industry, the rate of this decline may be more rapid than in other years. The average selling prices of our packaging and testing services have experienced sharp declines during such periods as a result of intense price competition from other market participants that attempt to maintain high-capacity utilization levels in the face of reduced demand.
Declines in average selling prices have been partially offset by changes in our revenue mix, and typically the selling price is largely dependent on the complexity of the services. Revenues derived from more advanced package types, such as flip chip BGA, higher-density packages with finer lead-to-lead spacing, or pitch, and testing of more complex, high-performance semiconductors have particularly increased as a percentage of total revenues. We intend to continue our focus on package types such as bumping, flip chip BGA and SiP, developing and offering new technologies in packaging and testing services, and expanding our capacity to achieve economies of scale, as well as improving production efficiencies for older technologies, in order to mitigate the effects of declining average selling prices on our profitability.
Our profitability for a specific package type does not depend linearly on its average selling price. Some of our more traditional package types, which typically have low average selling prices, may well command steadier and sometimes higher margins than more advanced package types with higher average selling prices.
High Fixed Costs
Our operations, in particular our testing operations, are characterized by relatively high fixed costs. We expect to continue to incur substantial depreciation and other expenses, especially from our acquisitions of packaging and testing equipment and facilities. Our profitability depends in part not only on absolute pricing levels for our products/services, but also on utilization rates on equipment, commonly referred to as “capacity utilization rates.” Increases or decreases in our capacity utilization rates could have a significant effect on gross margins since the unit cost of our products and/or services generally decreases as fixed costs are allocated over a larger number of units. The capacity utilization rates of the machinery and equipment installed at our production facilities typically depend on factors such as the volume and variety of products, the efficiency of our operations in terms of the loading and adjustment of machinery and equipment for different products, the complexity of the different products to be packaged or tested, the amount of time set aside for the maintenance and repair of the machinery and equipment, and the experience and schedule of work shifts of operators.
58
In 2024 and 2025, our depreciation, amortization, and rental expenses included in operating costs as a percentage of operating revenues was 9.1% and 9.6%, respectively. The increase in depreciation, amortization, and rental expenses as a percentage of operating revenues in 2025 compared to 2024 was primarily a result of increased capital expenditures. In general, these costs do not decline when customer demand or our capacity utilization rates drop. A relatively modest increase or decrease in revenue can have a significant effect on our operating margins and on depreciation, amortization, and rental expenses as a percentage of revenue. We begin depreciating our equipment when the machinery is placed into service. There may sometimes be a time lag between when our equipment is available for use and when it achieves high levels of utilization. In particular, the capacity utilization rates for our testing equipment are more severely affected during an industry downturn as a result of a decrease in outsourcing demand from IDMs, which typically maintain larger in-house testing capacity than in-house packaging capacity.
In addition to purchasing testers, we also lease a portion of our testers, which we believe allows us to better manage our capacity utilization rates and cash flows. Since leased testers can be replaced with more advanced testers upon the expiration of the lease, we believe that these leases have enabled us to improve our capacity utilization rates by allowing us to better align our capacity with changes in equipment technology and the needs of our customers. For more information about our testers, see “Item 4. Information on the Company—Business Overview—Equipment—Testing.”
Raw Material Costs
Substantially all of our raw material costs are accounted for by packaging, the production of interconnect materials, and EMS. Our EMS in particular requires more significant quantities of raw materials than our packaging and production of interconnect materials. In 2025, raw material costs accounted for 78.7% of our operating revenues from EMS, and our revenues generated from EMS contributed to 39.9% of our operating revenues. In 2024 and 2025, raw material cost as a percentage of our operating revenues was 51.5% and 48.4%, respectively.
We have developed copper wire to gradually replace gold wire in the packaging processes in order to benefit from the lower material cost of copper. However, gold wire is still and will continue to be one of the principal raw materials for our packaging processes. It may be difficult for us to adjust our average selling prices to account for fluctuations in the price of gold. Thus, we expect our raw material costs to continue to be affected by fluctuations in the price of gold.
Recent Accounting Pronouncements
Please refer to Note 3 to our consolidated financial statements included in this annual report.
Critical Accounting Estimates
Impairment of goodwill. We only monitor goodwill for financial reporting purposes, not for internal management purposes. Therefore, goodwill is allocated to the cash-generating units for evaluation of impairment: packaging segment, testing segment, EMS segment and other segment. Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The calculation of the value in use requires management to estimate the future cash flows expected to be generated from the cash-generating units and use a suitable discount rate in order to calculate the present value. Where changes in facts and circumstances result in downward revision of future cash flows or upward revision of discount rates, a material impairment loss may arise. An impairment charge is incurred to the extent the carrying amount exceeds the recoverable amount. These estimates change from year-to-year based on operating results, semiconductor industry market conditions, as well as other factors and could materially affect the determination of the value in use of each cash-generating unit.
In evaluation of goodwill for impairment annually, we perform evaluation of goodwill for impairment by reviewing the recoverable amounts based on value in use which incorporates cash flow projections estimated by management covering a five-year period. The cash flows beyond that five-year period are extrapolated using a steady per annum growth rate. In assessing value in use, the estimated future cash flows are discounted to their present value using annual pre-tax discount rates which were 11.96%-13.81% in 2025. The key assumption used in calculating each segment’s value in use also included the growth rates for operating revenues, which were based on the forecast for us and the industry as well as our historical performance.
59
We considered a sensitivity analysis of revenues growth achievement and expected return on capital expenditures to support the assumptions and to test the reasonableness of value in use of cash-generating unit, and also considered the terminal growth rate and the weighted average cost of capital. The results of the sensitivity analyses in the assumptions did not cause the carrying amount of goodwill to exceed the recoverable amount. For the years ended December 31, 2023 and 2024, no impairment loss was recognized. Based on the assessment, as the actual operating results of other cash-generating units did not meet expectations and the recoverable amounts had fallen below their carrying amounts, a goodwill impairment loss of NT$132.8 million (US$4.2 million) was recognized in the first half of 2025. As of December 31, 2025, we had goodwill of NT$52,541.9 million (US$1,674.9 million). Our conclusion could, however, change in the future if actual results differ from our estimates and judgments are made under different assumptions and conditions. See notes 4, 5 and 18 to our consolidated financial statements included in this annual report for further information.
Results of Operations
The following table sets forth, for the periods indicated, selected financial data from our consolidated statements of comprehensive income.
Operating revenues
Operating costs
Gross profit
Operating expenses
Other operating income and expenses, net
Profit from operations
Non-operating income and expenses, net
Profit before income tax
Income tax expense
Profit for the year
Attributable to
Owners of the Company
Non-controlling interests
Other comprehensive income (loss) for the year, net of income tax
Total comprehensive income for the year
60
The following table sets forth, for the periods indicated, earnings per Common Share and ADS.
Earnings per Common Share (NT$)(1):
Basic
Diluted
Earnings per equivalent ADS (NT$)(1):
Number of Common Shares (in million shares)(2):
Number of equivalent ADSs (in million shares)(3)
The denominators for diluted earnings per Common Share and diluted earnings per equivalent ADS are calculated to account for the potential diluted factors, such as employees’ compensation, the exercise of options, and the issuance of employee restricted stock awards.
Represents the weighted average number of shares after retroactive adjustments to give effect to stock dividends. Common shares held by consolidated subsidiaries are classified as “treasury stock,” and are deducted from the number of Common Shares outstanding.
For the computation of earnings per ADS, the denominators were the half of the aforementioned weighted average outstanding shares (one ADS represents two ordinary shares).
The following table sets forth, for the periods indicated, segment results. Gross margin is calculated by dividing gross profit by their respective operating revenues.
Operating revenues:
Gross profit:
The following table sets forth, for the periods indicated, a breakdown of our total operating costs and operating expenses, expressed as a percentage of operating revenues.
Raw materials
Labor
Depreciation, amortization and rental expense
Total operating costs
Selling and marketing
General and administrative
Research and development
Total operating expenses
61
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Operating Revenues. Operating revenues increased by 8.4% to NT$645,387.7 million (US$20,573.4 million) in 2025 from NT$595,409.6 million in 2024, primarily due to higher sales in our packaging and testing business. Revenues from our export sales, based on the country in which the customer is headquartered, were NT$506,134.7 million and NT$529,419.5 million (US$16,876.6 million) in 2024 and 2025, respectively, which contributed 85.0% and 82.0% of our total sales for those years. Packaging revenues increased by 17.8% to NT$308,342.6 million (US$9,829.2 million) in 2025 from NT$261,731.4 million in 2024. Testing revenues increased by 31.8% to NT$71,900.2 million (US$2,292.0 million) in 2025 from NT$54,561.5 million in 2024. The increase in packaging and testing revenues was primarily driven by growing demand in our leading-edge advanced packing services and testing business. Revenues from our EMS business decreased by 5.2% to NT$257,192.7 million (US$8,198.7 million) in 2025 from NT$271,293.3 million in 2024, primarily due to the slow recovery of general communication and automotive products.
Gross Profit. Gross profit increased by 17.8% to NT$114,192.9 million (US$3,640.2 million) in 2025 from NT$96,931.8 million in 2024. Our gross profit as a percentage of operating revenues, or gross margin, was 17.7% in 2025 compared to 16.3% in 2024, which was primarily as a result of higher packaging and testing revenue mix and higher factory utilization of our packaging and testing equipment, offset in part by the appreciating NT dollars and higher utility costs. Our operating costs consist primarily of raw material costs and labor costs as well as depreciation, amortization, and rental expenses, as well as factory supplies. Raw material costs in 2025 were NT$312,260.7 million (US$9,954.1 million) compared to NT$306,359.2 million in 2024, primarily due to the changes in our product mix. As a percentage of operating revenues, raw material costs decreased to 48.4% in 2025 from 51.5% in 2024. Labor costs in 2025 were NT$73,128.2 million (US$2,331.2 million) compared to NT$64,267.7 million in 2024, primarily due to higher employee headcount, especially in our packaging business. As a percentage of operating revenues, labor cost increased to 11.3% in 2025 from 10.8% in 2024. Depreciation, amortization, and rental expenses in 2025 were NT$62,030.1 million (US$1,977.4 million) compared to NT$54,253.9 million in 2024. As a percentage of operating revenues, depreciation, amortization, and rental expenses increased to 9.6% in 2025 from 9.1% in 2024, primarily attributed to continuing investment in production capacity for advanced technologies. Our gross margin for packaging and testing business increased to 23.8% in 2025 from 22.9% in 2024, which was primarily attributable to higher factory efficiency, offset in part by the appreciating NT dollars. Our gross margin for EMS business increased to 9.2% in 2025 from 8.9% in 2024.
Profit from Operations. Profit from operations increased by 27.5% to NT$51,420.8 million (US$1,639.2 million) in 2025 compared to NT$40,339.0 million in 2024. Our profit from operations as a percentage of operating revenues increased to 8.0% in 2025 from 6.8% in 2024, primarily due to the increased gross profit, partially offset by higher labor related expenses. General and administrative expenses increased by 8.0% to NT$23,181.0 million (US$739.0 million) in 2025 from NT$21,467.2 million in 2024. General and administrative expenses as a percentage of our operating revenues was 3.6% in both 2025 and 2024. Research and development expenses increased by 13.9% to NT$32,851.5 million (US$1,047.2 million) in 2025 compared to NT$28,830.3 million in 2024. Research and development expenses as a percentage of our operating revenues was 5.1% in 2025 compared to 4.8% in 2024. Selling and marketing expenses decreased by 0.8% to NT$7,404.9 million (US$236.1 million) in 2025 from NT$7,467.8 million in 2024. Selling and marketing expenses as a percentage of operating revenues was 1.1% in 2025 compared to 1.3% in 2024. The increases in the operating expenses were primarily due to our research and development activities to meet the rising demand for leading-edge advanced packaging services and higher labor related costs, including salary, employee bonus and profit sharing expenses in relation to business performance, as well as costs related to share-based payment arrangements.
We had a net other operating income of NT$665.3 million (US$21.2 million) in 2025 compared to NT$1,172.6 million in 2024. The decrease was primarily due to lower rental and royalty income and higher impairment loss, partially offset by higher gain on disposal of property, plant and equipment.
Non-Operating Income and Expenses. We had a net non-operating expense of NT$117.7 million (US$3.8 million) in 2025 compared to a net non-operating income of NT$1,394.4 million in 2024. The changes in net non-operating income and expenses were primarily due to a decrease in gain on our foreign exchange hedging activities and an increase in finance costs.
62
Net Profit. Net profit, excluding non-controlling interests, increased by 23.6% to NT$40,015.7 million (US$1,275.6 million) in 2025 compared to NT$32,378.9 million in 2024. Our diluted earnings per ADS increased to NT$17.49 (US$0.56) in 2025 compared to NT$14.40 in 2024. Our income tax expenses increased by 27.7% to NT$10,106.7 million (US$322.2 million) in 2025 compared to NT$7,916.5 million in 2024. This increase was primarily attributed to higher taxable income, withholding tax, as well as an increases in additional income tax imposed on unappropriated earnings in the R.O.C. and Pillar Two income tax.
In relation to the SPIL Acquisition, we identified the difference between investment cost and our share of net fair value of SPIL’s identifiable assets and liabilities, or PPA effects of SPIL Acquisition, which caused the increase in the total of NT$4,193.7 million and NT$2,955.5 million (US$94.2 million), of which an increase of NT$3,191.8 million and NT$1,955.5 million (US$62.3 million) to depreciation and amortization in operating costs, NT$1,000.0 million and NT$1,000.0 million (US$31.9 million) to amortization in operating expenses, and NT$1.9 million and nil to other operating income and expenses, net in 2024 and 2025, respectively.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
For a detailed description of the comparison of our operating results for the year ended December 31, 2024 to the year ended December 31, 2023, please refer to “Item 5. Operating and Financial Review and Prospects— Operating Results and Trend Information—Results of Operations—Year Ended December 31, 2024 Compared to Year Ended December 31, 2023” of our annual report on Form 20-F filed with the Securities and Exchange Commission on March 27, 2025.
Quarterly Operating Revenues, Gross Profit and Gross Margin
The following table sets forth our unaudited consolidated operating revenues, gross profit, and gross margin for the quarterly periods indicated. The unaudited quarterly results reflect all adjustments, consisting of normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the amounts, on a basis consistent with the audited consolidated financial statements included elsewhere in this annual report. You should read the following table in conjunction with the audited consolidated financial statements and related notes included elsewhere in this annual report.
Our operating revenues, gross profit, and gross margin for any quarter are not necessarily indicative of the results for any future period. Our unaudited quarterly operating revenues, gross profit and gross margin may fluctuate significantly.
Operating Revenues
Gross Profit (Loss)
Gross Profit (%)
Overall
63
Our results of operations are affected by seasonality. In general, our first quarter operating revenues have historically decreased over the preceding fourth quarter, primarily due to the combined effects of holidays in the U.S., Taiwan, and elsewhere in Asia. Moreover, the changes in operating revenues of a particular quarter as compared with the immediately preceding quarter varies significantly. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business—Our operating results are subject to significant fluctuations, which could adversely affect the market value of our Common Shares and ADSs.”
Exchange Rate Fluctuations
Fluctuations in the exchange rate between NT dollars and U.S. dollars will affect the U.S. dollar equivalent of the NT dollar price of our Common Shares on the TWSE and, as a result, will likely affect the market price of ADSs. Fluctuations will also affect the U.S. dollar conversion by the depositary under our ADS deposit agreement referred to below of cash dividends paid in NT dollars on, and the NT dollar proceeds received by, the depositary from any sale of Common Shares represented by ADSs, in each case, according to the terms of the deposit agreement dated April 30, 2018, Citibank N.A. as depositary, and the holders and beneficial owners from time to time of ADSs, which we refer to as the deposit agreement.
For quantitative and qualitative disclosure of our exposure to foreign currency exchange rate risk, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Market Risk—Foreign Currency Exchange Rate Risk.”
Taxation
We have filed a consolidated corporate income tax return and a consolidated undistributed earnings tax for all qualified domestic subsidiary companies with the tax authority in accordance with the Article 45 of the R.O.C. Business Mergers and Acquisitions Act. The corporate income tax rate and tax rate on unappropriated earnings in the R.O.C. are 20% and 5%, respectively.
We were entitled to tax credits under the R.O.C. Statute for Industrial Innovation Act for qualifying research and development expenses related to innovation activities, but the amount of tax credit is limited to only up to 15% of the total research and development expenses for the year, subject to a cap of 30% of the income tax payable for the year in which the expenses were incurred. Moreover, we are eligible for tax credits under amendment to the Article 10-1 of the R.O.C. Statute for investments in smart machinery, 5G mobile networks, and cyber security products/services, with expenditure of more than NT$1 million and under NT$1 billion in the same taxable year. We can select to claim the tax credit within three years using a 3% tax credit rate or within the current year using a 5% tax credit rate, subject to a cap of 30% of the income tax payable for the year in which the expenses were incurred. In addition, effective from January 1, 2023, we are eligible for tax credits under amendment to the Article 10-2 of the R.O.C. Statute for qualifying research and development expenses related to innovation activities and possess a leading position in global supply chain, but the amount of tax credit is limited to up to 25% of the total qualifying research and development expenses, and up to 5% on acquisition of machinery and equipment used in advanced manufacturing processes, both of which are subjected to a cap of 30% of the income tax payable for the fiscal year. The total amount of tax credits shall not exceed 50% of the income tax payable for the fiscal year. We apply for investment credits to increase effects of tax benefits.
The R.O.C. government enacted the alternative minimum tax (the “AMT”) Act, which is a supplemental income tax which is taxable if the amount of regular income tax calculated pursuant to the R.O.C. Income Tax Act and relevant laws and regulations is below the amount of basic tax prescribed under the R.O.C. AMT Act. The taxable income for calculating the AMT includes most sources of income that are exempted from income tax under various legislations such as investment tax credits. However, there are grandfathered treatments for the tax holidays approved by the tax authority before the AMT Act took effect. The AMT rate for us is generally 12%.
Under the amendment to the R.O.C. Statute of Industrial Innovation, amounts of unappropriated earnings from 2018 onward used for investments such as constructing or purchasing buildings, qualified equipment and technology may qualify for deductions when computing income tax on unappropriated earnings. To qualify, the accumulated amount of investments should exceed NT$1 million and the investments should be completed within 3 years after the year in which the earnings were generated. The investment amount calculated from the undistributed earnings for the year in accordance with the provisions of Article 66-9 of the R.O.C. Income Tax Act may be listed as a deduction item. We have only deducted the amount of capital expenditure from the unappropriated earnings that has been reinvested when calculating the tax on unappropriated earnings for tax reporting purposes. However, we did not deduct such investment amounts from the undistributed earnings in calculation of income tax on unappropriated earnings in 2024 and 2025 for financial reporting purposes.
64
In addition, we are subject to the R.O.C. Controlled Foreign Company (“CFC”) rules, which were enacted in 2016 and took effect on January 1, 2023, pursuant to which certain profits retained at a CFC located in a low-tax jurisdiction and without commercial substance would be taxed in advance at the Taiwan parent company level, subject to certain exemptions.
Our non-R.O.C. subsidiaries are subject to taxation in their respective jurisdiction. Some of our P.R.C. subsidiaries qualified as high technology enterprises were entitled to a reduced income tax rate of 15% and were eligible to deduct certain research and development expenses from their taxable income.
In 2021, the OECD issued administrative guidance for the Pillar Two Global Anti-Base Erosion rules (“Pillar Two”), which generally imposes a 15% global minimum tax on multinational companies. We are within the scope of Pillar Two model rules. We analyze the potential implications of the application of the Pillar Two rules, including evaluating whether the requirements in each jurisdiction qualify as income taxes, and as of the date of this annual report, there are no material impact on our income tax expense. We continue to monitor Pillar Two developments.
In 2025, our effective income tax rate increased to 19.70% from 18.97% in 2024, primarily due to higher taxable income and higher withholding tax, as well as the increased additional income tax imposed on unappropriated earnings in the R.O.C and Pillar Two income tax. We believe that our future estimated taxable income will be sufficient to utilize our deferred tax assets recorded as of December 31, 2025.
As of December 31, 2025, our primary source of liquidity was NT$92,468.9 million (US$2,947.7 million) of cash and cash equivalents and NT$7,754.2 million (US$247.2 million) of financial assets – current, consisting mainly of swap contracts, forward exchange contracts, quoted shares, open-end mutual funds, and convertible notes. As of December 31, 2025, we had total unused credit lines of NT$400,617.0 million (US$12,770.7 million). As of December 31, 2025, we had working capital of NT$65,315.9 million (US$2,082.1 million).
As of December 31, 2025, we had total debts of NT$272,944.9 million (US$8,700.8 million), of which NT$43,328.3 million (US$1,381.2 million) were short-term debts, NT$6,687.8 million (US$213.2 million) were current portions of long-term debts, NT$8,848.1 million (US$282.0 million) were lease liabilities (including current and non-current), and NT$214,080.7 million (US$6,824.4 million) were long-term debts. In 2025, the maximum amount of our short-term and current portion of long-term debts was NT$88,265.5 million (US$2,813.7 million) and the average amount of our short-term and current portion of long-term debts was NT$74,287.3 million (US$2,368.1 million). The fluctuation was primarily because our working capital balance periodically fluctuated during 2025. The annual interest rate for short-term bank loans and current hedging financial liabilities ranged from 1.70% to 8.04% during the year ended December 31, 2025. Our short-term debts consist of bank loans, bills payable and hedging financial liabilities. Our short-term bank loans are primarily revolving facilities with a term of one year, each of which may be extended on an annual basis with lender consent. Our long-term debts consist of bonds payable and bank loans. Our long-term and current portion of bonds payable and bank loans typically carried variable annual interest rates which ranged from 1.70% to 4.48% in the year ended December 31, 2025. For the maturity information and interest rates by currencies, see “Item 11—Quantitative and Qualitative Disclosures about Market Risk—Market Risk—Interest Rate Risk.”
We operate in a capital-intensive industry. Serving our current and future customers may require that we incur additional operating expenses and make significant investments in equipment and facilities, which may increase our exposure to payment obligations. We may consider making substantial investments to expand our manufacturing capabilities and technology advancements, which may lead to an increase in our funding requirements.
We have historically been able to satisfy our working capital needs from our cash flow from operations. We have also historically funded our capacity expansion from internally generated cash and, to the extent necessary, the issuance of equity securities and borrowings. To the extent we do not generate sufficient cash flow from our operations to meet our cash requirements, we will have to rely on external financing. If adequate funds are not available on satisfactory terms, we may be forced to curtail our expansion plans. Moreover, our ability to meet our working capital needs from cash flow from operations will be affected by the demand for our packaging services, testing services, and EMS, which in turn may be affected by several factors. Many of these factors are outside of our control, such as economic downturns and declines in the prices of our services or products caused by a downturn in the industry. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business—Our operating results are subject to significant fluctuations, which could adversely affect the market value of our Common Shares and ADSs.”
We have provided a portion of our assets, with a carrying value of NT$52,372.2 million (US$1,669.5 million) as of December 31, 2025, as collateral to secure our obligations under our bank borrowings, tariff guarantees of imported raw materials, or collateral.
65
Cash Flows
Capital expenditures
Net cash flows generated from (used in):
Operating activities
Investing activities
Financing activities
Net cash generated from operating activities amounted to NT$142,249.3 million (US$4,534.6 million) in 2025, primarily from (i) our operating performance with a profit before income tax of NT$51,303.1 million (US$1,635.4 million), (ii) our non-cash items of depreciation and amortization of NT$67,439.8 million (US$2,149.8 million), and (iii) net changes in working capital of NT$31,094.7 million (US$991.2 million), partially offset by the income tax payment of NT$7,108.6 million (US$226.6 million) and interest payment of NT$7,870.2 million (US$250.9 million). Net cash generated from operating activities amounted to NT$90,787.8 million in 2024, primarily from (i) our operating performance with a profit before income tax of NT$41,733.4 million, (ii) our non-cash items of depreciation and amortization of NT$59,815.2 million, and (iii) net changes in working capital of NT$2,290.9 million, partially offset by the income tax payment of NT$9,072.6 million and interest payment of NT$6,419.1 million. The increase in net cash generated from operating activities in 2025 compared to 2024 was primarily due to higher net income and higher cash inflows resulting from our business activities.
Net cash used in investing activities amounted to NT$165,644.3 million (US$5,280.3 million) in 2025, primarily due to our net payment for property, plant and equipment of NT$162,149.4 million (US$5,168.9 million). Net cash used in investing activities amounted to NT$83,908.7 million in 2024, primarily due to our net payment for property, plant and equipment of NT$78,613.9 million. The increase in net cash used in investing activities in 2025 compared to 2024 was primarily due to the increased capital expenditures for semiconductor manufacturing equipment and facilities. Payments for property, plant and equipment can fluctuate based on the timing of the purchase, receipt and acceptance of the equipment.
Net cash generated from financing activities amounted to NT$45,269.1 million (US$1,443.1 million) in 2025. This amount comprised net proceeds from short-term and long-term bank loans, bills payable, and bonds payable in the amount of NT$67,0472.8 million (US$2,137.2 million), partially offset by payments of cash dividends of NT$23,034.0 million (US$734.3 million) in 2025. Net cash used in financing activities amounted to NT$7,271.2 million in 2024. This amount comprises net proceeds from short-term and long-term bank loans, bills payable, and bonds payable in the amount of NT$16,486.8 million, partially offset by payments of cash dividends of the NT$22,459.4 million in 2024. The changes were primarily due to the higher net proceeds from long-term borrowings.
Contractual Obligations
The following table sets forth the maturity of our contractual obligations as of December 31, 2025.
Less than
1 Year
1 to 3
Years
More than
5 Years
Short-term debts(1)
Long-term debts(2)
Lease obligations(3)
Capital purchase obligations(4)(5)(6)
Other purchase obligations
Total(7)(8)(9)
Short-term borrowings and bills payable, including interest payments.
Long-term and current portion of borrowings, and bonds payable (before addition of unamortized premiums), including interest payments.
66
Represents our commitments under leases liabilities and imputed interest which are mainly from land and buildings and improvements. See Note 16 to our consolidated financial statements included in this annual report.
Represents material commitments to purchase machinery and equipment of approximately NT$71,954.6 million (US$2,293.7 million), of which NT$2,811.3 million (US$89.6 million) had been paid as of December 31, 2025.
Excludes material commitments for construction of approximately NT$63,293.4 million (US$2,017.7 million), of which NT$17,751.1 million (US$565.9 million) had been paid as of December 31, 2025, since the schedule of payments is difficult to determine.
Excludes material commitments for the construction related to our real estate business of approximately NT$200.6 million (US$6.4 million), of which NT$98.4 million (US$3.1 million) had been paid as of December 31, 2025, since the schedule of payments is difficult to determine.
Excludes material commitments for purchasing renewable energy. As part of the normal course of business, we have entered into multiple long-tern agreements to purchase renewable energy under different terms and conditions. The amounts to be paid will be based on the actual volumes of electricity to be generated by the power generation equipment specified in the agreements. Our payment obligations under the agreements are difficult to determine.
Excludes our unfunded defined benefit obligation since the schedule of payments is difficult to determine. Under defined benefit pension plans, we made pension contributions of approximately NT$584.6 million (US$18.6 million) in 2025, and we estimate that we will contribute approximately NT$640.7 million (US$20.4 million) in 2026. See note 23 to our consolidated financial statements included in this annual report.
Excludes uncertain tax liabilities. We recognized additional taxes payable of NT$298.2 million (US$9.5 million) and accrued interest and penalties of NT$20.3 million (US$0.6 million) related to uncertain tax positions as of or for the year ended December 31, 2025. Because we were unable to make a reasonable estimate of the timing of the tax audits, such balances were not included in the table.
As of December 31, 2025, we were not in breach of any of the financial covenants under our existing loan agreements. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business—Restrictive covenants and broad default provisions in our existing debt agreements may materially restrict our operations as well as adversely affect our liquidity, financial condition, and results of operations.”
As of December 31, 2025, we had no contingent obligations, which normally consist of guarantees provided by us to our subsidiaries.
Capital Expenditures
Our capital expenditures for the years ended December 31, 2023, 2024, and 2025 for property, plant, and equipment were NT$48,758.7 million, and NT$96,207.5 million, and NT$171,616.5 (US$5,470.7 million), respectively. We are adaptable to changing customer needs and will be able to expand our footprint to other countries and regions as needed in the future. Any future expansion of our operating activities could result in additional capital expenditures. We anticipate our capital expenditures in 2026 will be financed through existing cash, expected cash flow from operations, and existing credit lines under our loan facilities and will consist of, among other things, additional machinery and equipment procurements for our capacity expansions. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources” for more information.
We have made, and expect to continue to make, substantial capital expenditures in connection with the expansion of our production capacity. The table below sets forth our principal capital expenditures incurred for the years indicated.
67
Land and land improvements
Building and improvements
Machinery and equipment
We had commitments for capital expenditures of approximately NT$135,248.0 million (US$4,311.4 million), of which NT$20,562.4 million (US$655.5 million) had been paid as of December 31, 2025, primarily in connection with the expansion of our operations. We may adjust our capital expenditures based on market conditions, the progress of our expansion plans, and cash flow from operations. Due to the rapid changes in technology in the semiconductor industry, we frequently need to invest more in land, buildings, factories as well as machinery and equipment, which may require us to raise additional capital. As we are responsive to changing customer needs and could expand our footprint to other countries and regions if needed in the future, we cannot ensure that we will be able to raise additional capital should it become necessary on terms acceptable to us, or at all. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business—If we are unable to obtain sufficient funding in a timely manner or on acceptable terms, our results of operations and financial conditions may be materially and adversely affected.”
We believe that our cash and cash equivalents, short-term investments, expected cash flow from operations, and existing credit lines under our loan facilities will be sufficient to meet our capital expenditures, purchase commitments, working capital, cash obligations under our existing debts and lease arrangements, and other business requirements associated with existing operations, over the next twelve months and beyond. We currently hold cash primarily in U.S. dollars, RMB, NT dollars, Korean Won, Japanese yen, and EUR. As of December 31, 2025, we had contractual obligations of NT$283,539.7 million (US$9,038.6 million) due in the next three years. We expect to meet our payment obligations through the expected cash flow from operations, long-term borrowings, and the issuance of additional equity. We will continue to evaluate our capital structure periodically and may decide to increase or decrease our financial leverage through equity offerings or borrowings. The issuance of additional equity securities may result in additional dilution to our shareholders.
We regularly evaluate possible investments, acquisitions, or divestments and may, if a suitable opportunity arises, make an investment, acquisition, or divestment.
Our exposure to financial market risks relates primarily to changes in foreign currency exchange rates that arise from ordinary business operations. To mitigate these risks, we utilize derivative instruments. All derivative transactions entered into by us were designated as either hedging or trading. We have sometimes entered into interest rate swap transactions to hedge our interest rate exposure. In addition, we have sometimes entered into forward exchange contracts, swap contracts, cross-currency swap contracts, and foreign currency options contracts to hedge our existing assets and liabilities denominated in foreign currencies. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk” and Notes 7, 8 and 34 to our consolidated financial statements included in this annual report.
For 2024 and 2025, our research and development expenses totaled approximately NT$28,830.3 million and NT$32,851.5 million (US$1,047.2 million), respectively. These expenses represented approximately 4.8% and 5.1% of operating revenues in 2024 and 2025, respectively. As of December 31, 2025, we had a research and development team of 14,258 employees. We cultivate and maintain a research and development engineering team that continuously surveys and adapts to the latest trends in technology. Our research and development activities are primarily directed toward optimizing relevant technologies in key components, manufacturing processes, and product development. Our research and development objectives are to enhance the performance of our products and drive greater business growth. To incentivize innovation and encourage our employees to engage in research and development, we offer cash rewards to employees that contribute significantly to our research efforts.
68
We centralize our research and development efforts in packaging technology in our Kaohsiung and Taichung facilities in Taiwan. After initial phases of development, we conduct pilot runs in one of our facilities before new technologies or processes are implemented commercially at other sites. Facilities with special product expertise, such as ASE Korea, also conduct research and development of these specialized products and technologies at their sites. One of the areas of emphasis for our research and development efforts is improving the efficiency and technology of our packaging processes, and these efforts are expected to continue. We are also investing significant research and development efforts into the development and adoption of innovative technology. We work closely with manufacturers of our packaging equipment and materials in designing and developing the equipment and materials used in our production process. We also collaborate with our significant customers to jointly develop new product and process technologies.
In addition to investing in the development of more advanced packaging technology and improving production efficiency, some portion of our research and development efforts is focused on the development of IC substrate. Substrate is the principal raw material for BGA packages. Development and production of IC substrates involve complex technology. We are currently working closely with certain first-tier substrate suppliers in Asia, primarily including those located in Japan, Taiwan, Korea, and the P.R.C. We believe that our successful cooperation with substrate suppliers to enhance overall substrate production capability and meet future package requirements has enabled us to capture an increasingly important value-added component of the packaging process and helped ensure a stable and cost-effective supply of substrates for our BGA packaging operations and shortened time to market.
Our research and development efforts in testing have focused primarily on developing advanced package testing solutions for HPC, mm Wave, SiP, silicon photonics, and optical sensor modules; characterization of semiconductors, layout design and electrical simulation for high-frequency test board and developing software of parametric test data analysis. With the maturity of advanced processes, reliability becomes increasingly significant. We have developed a high-power cooling system that contains “package test handler” and “burn in” to improve the reliability of products for customers. We also develop WiFi6e/Wifi7 low-cost test technology, optical communication, and millimeter wave test technology to meet the development needs of today’s wireless communication technology. Besides working closely with our customers on the leading-edge test technologies, our research and development operations also include an equipment development group, which currently designs testing hardware and software for specific semiconductors to offer our customers cost-effective test solutions.
To further enhance the quality of our services and products and increase competitiveness, we focus on developing diversified and innovative products. By leveraging our proprietary research and development expertise, we are able to optimize our product design, engineering, and manufacturing capabilities to provide our customers with high-performance and cost-effective products and services. During the process of designing, as well as developing, the technology for our software and hardware, our research and development team also dedicates itself to discovering new information and applying it to create new, advanced, and improved products, processes, methodology, and services. We are currently investing in the development of products used in EMS in relation to computing products and peripherals, communications, consumer products, automotive, industrial, and server applications.
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments, or events for the period from January 1, 2025 to December 31, 2025 that are reasonably likely to have a material effect on our operating revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to not be indicative of future operating results or financial conditions.
Please see the section entitled “Special Note Regarding Forward-Looking Statements.”
69
Directors
Our board of directors is elected by our shareholders in a shareholders’ meeting at which a quorum, consisting of a majority of all issued and outstanding Common Shares, not including treasury stocks and Common Shares held by our subsidiaries, is present. The chairman is elected by the board from among the directors. Our board of directors, including three independent directors, is responsible for the management of our business.
We have nine director seats, each serving a three-year term. Except for Dan-Yao Chang, the board of directors was elected in an annual general shareholders’ meeting on June 26, 2024 and began serving on June 27, 2024. Dan-Yao Chang was elected in an annual general shareholders’ meeting on June 25, 2025 and began serving on the same date. Directors may serve any number of consecutive terms and may be removed from office at any time by a resolution adopted at a meeting of shareholders. Normally, all board members are elected at the same meeting of shareholders, except where the posts of one-third or more of the directors are vacant, at which time an extraordinary general shareholders’ meeting shall be convened to elect directors to fill the vacancies. We and our subsidiaries do not have service contracts with our directors that provide for benefits upon termination of employment.
Audit Committee
Our audit committee currently consists of Shen-Fu Yu, the chairman of our audit committee, and Mei-Yueh Ho and Wen-Chyi Ong, who are independent under Rule 10A-3 and the R.O.C. Securities and Exchange Act and are financially literate with accounting or related financial management expertise. Our audit committee is entrusted with the same duties and responsibilities as set out in Rule 10A-3(b) under the Exchange Act. Pursuant to the Article 14-4 of the R.O.C. Securities and Exchange Act, our audit committee was established on June 22, 2018 in lieu of supervisors to exercise the powers and duties of supervisors stipulated in the R.O.C. Company Law and other applicable laws and regulations. Our audit committee meets at least once every quarter but may meet at any time deemed necessary. Our board of directors has adopted a committee charter for the audit committee. Our audit committee’s responsibilities and powers include, but are not limited to, assistance with the board of directors in fulfilling its quality and integrity in supervising the implementation of relevant accounting, internal auditing, financial reporting procedures, and financial controls. In addition, in order to enhance corporate governance, the audit committee also takes responsibility for overseeing the policy and procedures for complaints and concerns regarding accounting, internal accounting controls, auditing matters, violations of Code of Business Conduct and Ethics, or unethical conduct.
Compensation Committee
Our compensation committee currently consists of Shen-Fu Yu, the chairman of our compensation committee, Wen-Chyi Ong, and Hsiao-Ying Ku. Our board of directors established a compensation committee to satisfy the requirements under the R.O.C. Securities and Exchange Act. As stipulated by relevant R.O.C. regulations, a majority of the committee members shall be independent directors, and the committee members shall elect an independent director to serve as meeting chairman and convener, who will represent the committee externally. We do not assess the independence of our compensation committee member(s) under the independence requirements of the NYSE listing standards but adopt the independence standard as promulgated under the R.O.C. Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock Is Listed on the TWSE or the Taipei Exchange. Our compensation committee meets at least twice a year. Our board of directors has adopted a compensation committee charter for our compensation committee. The compensation committee shall exercise the due care of a good administrator and faithfully perform the duties listed below, and shall submit its recommendations to the board of directors for discussion. (i) Prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for directors and managerial officers. (ii) Periodically evaluate and prescribe the remuneration of directors and managerial officers. (iii) The compensation committee shall exercise the care of a good administrator to examine remuneration system for directors, supervisors and managerial officers adopted by the board of directors of a subsidiary and the reference data related to the remuneration of directors, supervisors, and managerial officers submitted by the subsidiary and submit its opinion to the board of directors. “Subsidiary” as used in the forementioned sentence is confined to the enterprises that the Company holds shares directly and actually engaged in production and manufacturing.
70
Risk Management Committee
Our risk management committee currently consists of Shen-Fu Yu, Mei-Yueh Ho, the chairman of our risk management committee, and Wen-Chyi Ong. In December 2019, our board of directors passed a resolution to establish a risk management committee, which has no less than half of its membership comprised of independent directors, and approved its charter to enable us to discover and preempt internal and external operational risks. The risk management committee is responsible for overseeing overall risk management, implementing the decisions of the board of directors in connection to risk management, coordinating and promoting interdepartmental risk management plans, supervising and managing overall risk control and remedial mechanisms, and auditing and integrating each risk control report. To align with international trends and enhance corporate governance transparency, our risk management committee was restructured on July 10, 2025, with three independent directors appointed as its members, and the change officially took effect on July 11, 2025. The risk management committee is responsible for filing an annual report to our board of directors to inform the board about status of risk management implementation and share insights for optimization. We also request our major subsidiaries to establish group level risk management unit in charge of subsidiaries’ risk management which shall be responsible to the risk management committee.
Corporate Sustainability and Information Security Committee (the “CSISC”)
Our corporate sustainability and information security committee currently consists of chairman Jason C.S. Chang, Tien Wu, Jeffrey Chen, Andrew Tang, Dan-Yao Chang, Shen-Fu Yu, Mei-Yueh Ho, and Wen-Chyi Ong. Our CSISC was established originally as the corporate sustainability committee (the “CSC”) in 2018 to serve as the highest level of authority in the planning and supervision of sustainability-related strategies. In November 2024, upon resolution of the board of directors, the committee was formalized as a functional committee, and the CSC charter was approved, stipulating that all CSC members shall be appointed from among members of the board of directors, with the chairman of the board serving as the chairperson of the CSC.
To further strengthen our information security governance, the CSC was renamed to Corporate Sustainability and Information Security Committee (the “CSISC”) in July 2025, by resolution of the board of directors. The CSISC is responsible for formulating, promoting and enhancing our sustainable development and information security policies, annual plans and strategies, overseeing the implementation status, results of sustainable development and information security tasks, sustainability information disclosures, and other sustainability-related tasks. The CSISC reports its progress to our board of directors regularly. We also request our major subsidiaries to establish group-level sustainability committees in charge of their subsidiaries’ sustainability management, which shall report directly to the CSISC.
The following table sets forth information regarding all of our directors as of March 18, 2026. In accordance with R.O.C. law, each of our directors is elected either in his or her capacity as an individual or as an individual representative of a corporation or government. Persons designated to represent corporate or government shareholders as directors are nominated by such shareholders at the shareholders’ meeting and may be replaced as representatives by such shareholders at will. Of the current directors, five represent ASE Enterprises Limited. The remaining directors serve in their capacity as individuals.
Name
Position
Director
Since
Age
Other Significant Positions HeldOutside of ASEH
Jason C.S. Chang(1)(2)
Richard H.P. Chang(1)(2)
Tien Wu(2)
Jeffrey Chen(2)
Andrew Tang(2)(3)
Dan-Yao Chang(4)
Shen-Fu Yu
71
Mei-Yueh Ho
Wen-Chyi Ong
Jason C.S. Chang and Richard H.P. Chang are brothers.
Representative of ASE Enterprises Limited, a company organized under the laws of Hong Kong, which held 15.37% of our total outstanding shares as of March 18, 2026. All of the outstanding shares of ASE Enterprises Limited are held through intermediary holding companies and under a revocable trust established under the laws of the Commonwealth of the Bahamas for the benefit of our Chairman, Jason C.S. Chang, and his family.
Andrew Tang is the son-in-law of Jason C.S. Chang.
Dan-Yao Chang is the daughter of Jason C.S. Chang.
For a discussion of our audit committee, see “—Directors and Senior Management—Directors.”
Executive Officers
The following table sets forth information regarding all of our executive officers as of March 18, 2026.
Jason C.S. Chang
Richard H.P. Chang
Tien Wu
Joseph Tung
Du-Tsuen Uang
Andrew Tang
Raymond Lo
Tien-Szu Chen
Chung Lin
Gichol Lee
Yee Voon Hew
Chih-Hsiao Chung
Kwai Mun Lee
Yean Peng Chen
Kelvin Fook Lin Liu
Kenneth Hsiang
Chi-Wen Tsai
Kevin Yu
Jeffrey Chen
Chen-Yen Wei
Ta-I Lin
Hui-Min Liu
Tuck Weng Lee
Nicolas Denis
Ying Pin Wu
Dirk Wendt
Meng-Hui Lin
Biographies of Directors and Executive Officers
Jason C.S. Chang has served as chairman and principal executive officer of ASEH since its founding in April 2018. He is also chairman of ASE Inc and chairman of the corporate sustainability and information security committee of ASEH. Dr. Chang holds a bachelor’s degree in Electrical Engineering from National Taiwan University in Taiwan and a master’s degree from Illinois Institute of Technology. Dr. Chang received an Honorary Degree of Doctor of Engineering from National Sun Yat-sen University in Taiwan in November 2018 and an Honorary Degree of Doctor of Engineering from National Cheng Kung University in Taiwan in July 2022. He is the brother of Richard H.P. Chang, our vice chairman and president.
72
Richard H.P. Chang has served as vice chairman and president of ASEH since its founding in April 2018. Mr. Chang holds a bachelor’s degree in Industrial Engineering from Chung Yuan Christian University in Taiwan. He is the brother of Jason C.S. Chang, our chairman.
Tien Wu has served as a director and chief operating officer of ASEH since its founding in April 2018. He is also a member of the corporate sustainability and information security committee of ASEH. Dr. Wu is currently the chief executive officer of ASE Inc. Prior to joining ASE Inc. in March 2000, Dr. Wu had worked at IBM. Dr. Wu holds a bachelor’s degree in Civil Engineering from National Taiwan University in Taiwan, and a master’s and a doctorate degree in Mechanical Engineering and Applied Mechanics from the University of Pennsylvania. In 2015, Dr. Wu received an Honorary Degree of Doctor of Science from Binghamton University in New York. In 2024, Dr. Wu was elected to the United States National Academy of Engineering for work in sustainable electronics manufacturing and advancements in the high-volume production of semiconductor packaging. In 2025, Dr. Wu was elected International Board Chair of SEMI, the industry association representing the global electronics design and manufacturing supply chain.
Jeffrey Chen has served as a director of ASEH since its founding in April 2018 and he has also served as a director of ASE Inc. since June 2003. He is also a member of the corporate sustainability and information security committee of ASEH. Mr. Chen has served as chairman of Universal Scientific Industrial (Shanghai) Co., Ltd. since June 2018. Prior to joining ASE Inc., he worked in the corporate banking department of Citibank, N.A. in Taipei and as a vice president of corporate finance at Bankers Trust in Taipei. Mr. Chen holds a bachelor’s degree in Finance and Economics from Simon Fraser University in Vancouver, Canada and a master’s degree in Business Administration from the University of British Columbia in Canada.
Andrew Tang has served as a director of ASEH since June 2024 and holds the positions of chief procurement officer for ASEH since September 2023 and vice-chairman and deputy chief executive officer for ASE Inc. He is also a member of the corporate sustainability and information security committee of ASEH. Mr. Tang is also a director of ASE Inc., ASE Cultural & Education Foundation, and ASE Environmental Protection and Sustainability Foundation. Prior to joining ASE in August 2014, Mr. Tang worked at privately-held and publicly-held investment firms, including Morgan Stanley in New York. Mr. Tang holds a bachelor’s degree in Mathematics and Economics from Yale University. Mr. Tang is the son-in-law of Mr. Jason C.S. Chang, our chairman.
Dan-Yao Chang has served as a director of ASEH since June 2025. Ms. Chang has also served as a director of ASE Inc., ASE Test Inc. and USI Inc. since February 2025, a director of Universal Scientific Industrial (Shanghai) Co., Ltd. since April 2025, and a member of the corporate sustainability and information security committee of ASEH since July 2025. Ms. Chang is also the producer, creator and host of the Emmy-nominated “Outstanding Culinary Series” on PBS, “Lucky Chow”, now in its 8th season. Ms. Chang received a Master of Arts in Critical Theory from Columbia University. Ms. Chang is the daughter of Mr. Jason C.S. Chang, our chairman.
Shen-Fu Yu has served as an independent director of ASEH since June 2018. Mr. Yu is also a member of the audit committee, compensation committee, risk management committee, and corporate sustainability and information security committee of ASEH. He worked at the Deloitte & Touche accounting firm as a consultant from June 2003 to November 2006. Mr. Yu holds a bachelor’s degree in Accounting from National Taiwan University in Taiwan and a master’s degree in Accounting from National Chengchi University in Taiwan.
Mei-Yueh Ho has served as an independent director of ASEH since June 2018. She is also a member of the audit committee, risk management committee, and corporate sustainability and information security committee of ASEH. Ms. Ho is an independent director of Center Laboratories, Inc. and Acer Inc., and is a member of the audit committee of Center Laboratories, Inc. and Acer Inc. She is also a member of the compensation committee of Center Laboratories, Inc., Acer Inc. and a board director of KINPO Electronics Inc. and Onward Therapeutics Inc. She is also a member of the investment committee of Acer Inc. Ms. Ho served as Minister of Ministry of Economic Affairs, R.O.C. from May 2004 to January 2006. She was also Chairperson of the Council for Economic Planning and Development, R.O.C. from May 2007 to May 2008. Ms. Ho holds a bachelor’s degree in Agricultural Chemistry from National Taiwan University in Taiwan.
73
Wen-Chyi Ong has served as an independent director of ASEH since August 2021. Mr. Ong is also a member of the audit committee, compensation committee, and corporate sustainability and information security committee of ASEH. Mr. Ong is now an adjunct professor of finance at the Business School of National Chengchi University in Taipei. In July 2017, Mr. Ong was invited by the board of the SinoPac Financial Holding Company to lead the distressed financial institution. Spending three years with the bank, Mr. Ong successfully turned the bank around in terms of profitability and corporate governance. Prior to this private sector job, Mr. Ong was chairman of the state-owned Chunghwa Post Company. Before returning to Taipei, Mr. Ong was Taiwan’s representative to India between 2008 and 2012. With ambassadorial ranking, he played a critical role in enhancing India-Taiwan’s economic and cultural relations. In 2005, Mr. Ong was appointed by Taiwan’s Financial Supervisory Commission (FSC) to set up a representative office in New York where he worked closely with U.S. financial regulators for cross-border supervision. Prior to New York, Mr. Ong was a Trade Negotiator representing Taiwan at the World Trade Organization. He spent three years in Geneva. In Taiwan, Mr. Ong was a financial regulator for foreign banks for two years and director for the QFII (Qualified Foreign Institutional Investors) business for four years. In his earlier career, he spent six years in Washington, DC as a junior Foreign Service Officer. Mr. Ong graduated from the National Taiwan University in 1981, majoring in international relations. In 1998, Mr. Ong enrolled in the Cass Business School of the City University, London, where he earned an MS degree in investment and risk management.
Joseph Tung has served as chief financial officer of ASEH since its founding in April 2018. He was a director of ASE Inc. from April 1997 to December 2020 and chief financial officer of ASE Inc. from December 1994 to July 2020. He was an independent director of Ta Chong Bank Ltd. from October 2007 to December 2017. Before joining ASE Inc., Mr. Tung was a vice president at Citibank, N.A. Mr. Tung holds a bachelor’s degree in Economics from National Chengchi University in Taiwan and a master’s degree in Business Administration from the University of Southern California.
Du-Tsuen Uang has served as chief administrative officer of ASEH since its founding in April 2018. He also has served as chief corporate governance officer of ASEH since March 2019, and chief risk officer of ASEH since February 2020. As one of ASEH’s managing team members, Mr. Uang has also served as chief administrative officer of ASE Inc. since August 2017. Other than the aforementioned positions, Mr. Uang has also served as the chairman/ general manager of Advanced Semiconductor Engineering (China) Ltd., chairman of HydroTron Power Co., Ltd. (“HydroTron”), general manager/ director of ASE Social Enterprise Co., Ltd. and ASE Assembly & Test (Shanghai) Limited, chief executive officer/ director of ASE Environmental Protection and Sustainability Foundation, and a director of ASE Inc., USI Shanghai, Hung Ching, Sino Horizon Holdings Ltd., Goodcare Holdings Inc., Griffins Star Venture Capital Co., Ltd. and Taiwan Smart Electricity & Energy Co., Ltd. Outside of ASEH, Mr. Uang is also an independent and managing director of Bank of Kaohsiung. He is an honorary professor in the law department at Ming Chuan University. Prior to joining ASEH, Mr. Uang was the dean and professor in the law department at Ming Chuan University. Mr. Uang was also a senior chief secretary of the Taiwan Ministry of Economic Affairs Central Bureau of Standards, commissioner of Taiwan FTC, and an independent director of First Commercial Bank. Mr. Uang received his Ph.D. in Law from National Cheng-Chi University in Taiwan.
Raymond Lo has been with ASEH since its founding in April 2018 and served as general manager of our packaging facility in Kaohsiung, Taiwan since April 2006. Mr. Lo also served as a supervisor of ASE Inc. between July 2000 and May 2006 and director of ASE Inc. since May 2006. Before joining ASE Inc., Mr. Lo was a director of quality assurance at Zeny Electronics Co. Mr. Lo holds a bachelor’s degree in Electronic Physics from National Chiao Tung University in Taiwan.
Tien-Szu Chen has been with ASEH since its founding in April 2018. Mr. Chen has served as a director of ASE Inc. since June 2015 and general manager of ASE Inc. Chung-Li branch since August 2015. He has also served as a supervisor of ASE Inc. from June 2006 to June 2015 and president of PowerASE Technology Inc. from June 2006 to May 2012. Prior to joining ASE Inc. in June 1988, Mr. Chen worked at TSMC and Philips Semiconductor Kaohsiung. Mr. Chen holds a bachelor’s degree in Industrial Engineering from Chung Yuan Christian University in Taiwan.
Chung Lin has served as general manager of ASE Electronics since May 2023, and ASE Shanghai since May 2018. Mr. Lin was previously the vice president of ASESH AT since May 2012, vice president of ASEWH since 2010 and ASE Shanghai since May 2005. Prior to joining ASE Inc., he worked at HP Taiwan and Orient Semiconductor Electronics, Ltd. Mr. Lin holds a master’s degree in Computer Science from Columbia University.
74
Gichol Lee has served as general manager of ASE Korea since November 2019. Mr. Lee was previously the vice president of Business Systems with Motorola and then ASE Korea. Prior to his current position, he has held various managerial positions with DuPont and Unilever. He holds a master’s degree from Columbia University.
Yee Voon Hew has served as general manager of ASE Cheonan since August 2024. Mr. Hew joined the Company in connection with the acquisition of Infineon Technologies Power Semitech Co., Ltd. in August 2024. Prior to the acquisition, he served as the managing director of Infineon’s Cheonan site in Korea from 2018 until 2024, where he held full responsibility and oversaw operational efficiency. He earned a Bachelor’s degree in Electrical & Electronic Engineering from Seoul National University in Korea and a Master’s degree in Failure Analysis Engineering from University Technology of Malaysia.
Chih-Hsiao Chung has served as general manager of ASE Japan since March 2011 and general manager of Wuxi Tongzhi since June 2013. Mr. Chung has also managed the sales and marketing of the ASE Japan region since April 2007. Before joining ASE Inc., Mr. Chung was a senior manager of sales and marketing at Kimberly Clark Co., Taiwan. He holds a master’s degree in Business Administration from the University of Wisconsin-Madison.
Kwai Mun Lee has served as president of our Southeast Asia operations, with responsibility for the operations of our Penang, Malaysia, and Singapore manufacturing facilities, since March 2006 and as general manager of ASE Singapore from May 1999 to February 2006. Before joining ASE Inc., Mr. Lee held senior management positions at Chartered Semiconductor and STATS ChipPAC. He started his career as an engineer at Intel. He holds a degree in Engineering from Swinburne Institute of Technology in Australia.
Yean Peng Chen has served as general manager of ASE Singapore Pte. Ltd. since January 2019. He has also worked at ISE Labs before being appointed as vice president of operations in ASE Singapore in July 2015. He started his career as an equipment engineer at STATS ChipPAC Ltd. Mr. Chen holds a diploma in Electronic and Computer Engineering from Ngee Ann Polytechnic in Singapore.
Kelvin Fook Lin Liu has been with ASE Malaysia since 2017 and served as its general manager in 2024. Prior to his appointment as general manager, Mr. Liu held various leadership roles, including business unit vice president for CuClip, Image Sensors, and Memory. In addition, he leads the Design and Development division at ASE Malaysia. Mr. Liu holds a First-Class Honours Bachelor’s degree in Electrical and Electronics from Lincolnshire and Humberside University in the UK.
Kenneth Hsiang has served as chief executive officer of ISE Labs since 2019 and served as general manager of ISE Labs from June 2004 to 2019. Prior to joining ASE Inc. in November 1999, Mr. Hsiang worked in various management positions within finance and strategic analysis in the healthcare and biotech industries in the San Francisco Bay area in California. He also worked for Price Waterhouse LLP as a certified public accountant. Mr. Hsiang received a bachelor’s degree in Economics and Rhetoric from the University of California, Berkeley.
Chi-Wen Tsai was with ASEH from April 2018 to June 2024. Mr. Tsai has been SPIL’s director since August 1984. Mr. Tsai is currently chairman and president of SPIL. Mr. Tsai holds a bachelor’s degree in Electrical Engineering from National Taipei Institute of Technology in Taiwan.
Kevin Yu has served as general manager of SPILSZ since December 2021. He holds a bachelor’s degree in Electrical Engineering from Minghsin University in Taiwan.
Chen-Yen Wei has served as chairman of Universal Scientific Industrial Co., Ltd. since July 2014 and president of Universal Scientific Industrial (Shanghai) Co., Ltd. since April 2008. He joined Universal Scientific Industrial as an engineer in August 1979. He holds a bachelor’s degree in Communication Engineering from National Chiao Tung University in Taiwan.
Ta-I Lin has served as general manager of Universal Global Technology (Kunshan) Co. Ltd. since August 2011. He joined USI as an engineer in August 1987. He holds a bachelor’s degree in Electrical Engineering from National Cheng Kung University in Taiwan and an executive master’s degree in Business Administration from Peking University in China.
Hui-Min Liu has served as general manager of UNIVERSAL SCIENTIFIC INDUSTRIAL VIETNAM COMPANY LIMITED since May 2021 and vice president of ALCMM group of USI since December 2020. He joined USI as an assistant manager in October 2003. He holds a master’s degree in Mechanical Engineering from YUNLIN University of Science and Technology in Taiwan.
75
Tuck Weng Lee has served as general manager of USI Mexico since August 2025 and as deputy general manager of USI Mexico operations since September 2018. He joined ASE as director of strategic planning in March 2000, general manager of USI CA from 2001 to 2004, ASE director of program management (global accounts) from 2004 to 2013 and vice president of operations, ISE Labs, from 2014 to 2018. Prior to joining ASE/USI, he held the “Chief of Staff” position for worldwide operations in Seagate Technology. Mr. Lee holds a Bachelor’s degree in Manufacturing Engineering and Management from Loughborough University of Technology, United Kingdom.
Nicolas Denis has served as chief executive officer of Financière AFG since December 2023. He joined Asteelflash in July 2020, where he held various positions within Asteelflash, serving as chief executive officer of Asteelflash France and Senior Vice-President, EMEA. Prior to joining Asteelflash, he held various leadership positions in OEM companies including Sagemcom. He holds master’s degrees in engineering from Ecole Polytechnique and Ecole des Mines ParisTech in France.
Ying Pin Wu has served as general manager of Asteelflash Suzhou Co., Ltd. since January 2009. He joined Asteelflash Group in 2008 via the acquisition of Flash Electronics, Inc. by ASTEEL. He previously served in a variety of finance positions within Flash Electronics, Inc. and now is responsible for business management & operations in the APAC region for FAFG, operations at USI Kunshan’s site, and business management in USI’s Visual Product business unit. He holds a master’s degree in Business Administration from California State University.
Dirk Wendt has served as general manager of the HCC Group since June 2020 and also as vice president and general manager of TE Automotive Wireless. Since 2024, he has held a managing director position at Hirschmann Mobility Holding GmbH. Following the doctorate degree, Mr. Wendt started professional career in the German defense industry. He joined Hirschmann in March 1997 and held various senior positions in all technical departments. He served as director of the wireless product line in TE Automotive Wireless until 2020.
Meng-Hui Lin has served as general manager of Universal Global Technology (Shanghai) Co. Ltd. since Dec 2025. He joined USI in Aug 2022 and served as corporate senior vice president and general manager of Advanced Mobile and Miniaturization Solutions Business Group. Prior to joining USI, he had 28 years of experience with ASE since Mar 1994. He worked as general manager and vice president of operations in ASE (Shanghai) Inc. since Nov 2005. Before that he held several leadership positions at ASE Kaohsiung operations and ASE Central R&D. Mr. Lin holds a master’s degree in Industrial Engineering from Texas A&M University.
The business address of our directors and executive officers is our registered office.
In 2025, we recorded expenses of approximately NT$2,152.6 million (US$68.6 million) as remuneration to our directors and executive officers. In 2025, we accrued pension costs of NT$7.7 million (US$0.2 million) for retirement benefits for our management.
Our Articles of Incorporation stipulates to distribute employees’ compensation and remuneration to directors at the rates of 0.01%-1.00% (0.01% to 0.05% shall be allocated as compensation to grassroots employees) and no higher than 0.75%, respectively, of net profit before income tax, employees’ compensation and remuneration to directors. We recorded NT$97.3 million (US$3.1 million) as compensation to our directors for the year ended December 31, 2025. On March 27, 2026, our board of directors resolved the remuneration to directors to be in the amount of NT$96.0 million (US$3.1 million). The differences are recorded as a change in accounting estimate and will be adjusted in 2026.
In addition, our Articles of Incorporation sets the remuneration of our independent directors at NT$3.0 million (US$0.1 million) per year.
We have not provided any loans to, or guarantees for, the benefit of any of our directors or executive officers. For information regarding our pension and other retirement plans and those of our subsidiaries, see Note 23 to our consolidated financial statements included in this annual report.
76
Employee Compensation
We award bonuses to employees of ASEH and its subsidiaries who are located in Taiwan based on overall income and individual performance targets. Employees are eligible to receive bonuses in the form of our Common Shares valued at the closing price (after adjustment with consideration of the effects on the share price, if any, brought by cash and stock dividends resolved at shareholders’ meetings) of our Common Shares on the day prior to our meeting of the board of directors. Actual amounts of compensation to individual employees are determined based upon the employee meeting specified individual performance objectives. We recorded NT$101.3 million (US$3.2 million) as compensation to our employees for the year ended December 31, 2025. On March 27, 2026, our board of directors resolved the employees’ compensation to be in the amount of NT$101.3 million (US$3.2 million) in cash. The differences are recorded as a change in accounting estimate and will be adjusted in 2026.
Share-Based Payment Arrangements
ASEH Employee Share Option Plans
In addition to assuming ASE’s obligations under its 2015 employee share option plan on April 30, 2018, ASEH adopted the first and the second employee share option plans in November 2018 and August 2023, respectively. All stocks granted under 2015 employee share option plan have been forfeited, expired or exercised during 2025. As a result, ASEH currently maintains two employee stock option plans, adopted in 2018 and 2023, respectively.
Pursuant to these plans, our full-time employees are eligible to receive share options. Under the 2015, 2018 and 2023 option plans, each share option represents the right to purchase one ordinary share of the Company when exercised. The right of those share options granted under the plan is valid for 10 years, non-transferable and exercisable at certain percentages subsequent to the second anniversary of the grant date. For any subsequent changes in certain prescribed criteria stipulated in these employee share option plans, the exercise price is accordingly adjusted.
As of December 31, 2025, 30,585 thousand options were outstanding with an exercise price of NT$41.1 per Share under the 2018 option plan, and 120,557 thousand options were outstanding with an exercise price of NT$99.7 per Share under the 2023 option plan.
ASEH Employee Restricted Stock Awards Plan
In 2024, ASEH adopted the 2024 restricted stock awards plan, or the 2024 RSA Plan, and granted 16,500 thousand Common Shares, or the 2024 RSAs, as a token of gratitude, to its employees, including domestic and foreign subsidiaries. Directors who are non-employees and/or individual(s) holding more than 10% of the Common Shares of ASEH are not eligible to participate in the 2024 RSA Plan. The 2024 RSAs granted to eligible participants will be issued in the name of a custodian and deposited in a trust account pursuant to (i) a custodian agreement entered into between the trustee and ASEH and (ii) a power of attorney issued by the eligible participant to ASEH in relation to the custodian agreement.
The 2024 RSAs deposited in the trust account are subject to forfeiture restrictions, for example, they are non-transferrable, redeemable or revocable by ASEH upon termination of employment and/or upon material breach of employment agreement, or if the eligible participant fails to reach specific performance targets. Vesting of the 2024 RSAs to the eligible participant is subject to personal performance targets and ASEH’s operation objectives, as specified under the 2024 RSA Plan. In three years after the date of issuance, the maximum number of 2024 RSAs that can vest each year is limited to one-third of the total 2024 RSAs granted for each participant. Eligible participants will be entitled to certain economic benefits, same as the other Common Shares holders, of the unvested 2024 RSAs, including stock dividends, cash dividends, rights to receive from legal reserve and capital surplus, and share options at cash capital increase, which benefits will be accrued in the trust account and transfer to the participant upon vesting. As of December 31, 2025, 10,870 thousand shares of 2024 RSAs had been granted to the eligible participants and issued pursuant to the custodian agreement and remain restricted.
AMPI Share Option Plans
In May 2021, AMPI adopted an employee share option plan with the issuance of 10,000 thousand units. The options are valid for 10 years, non-transferable and exercisable at certain percentages subsequent to the second anniversary of the grant date. For any subsequent changes in AMPI’s capital structure, the exercise price will be adjusted accordingly. As of December 31, 2025, 3,100 thousand options were outstanding with an exercise price of NT$29.7 per share.
77
USI Shanghai Share Option Plans
Under the share option plan USI Shanghai adopted in 2015, each unit represents the right to purchase one ordinary share of USI Shanghai when exercised. The options are valid for 10 years, non-transferable and exercisable at certain percentages subsequent to the second anniversary of the grant date, subject to certain performance conditions. For any subsequent changes in USI Shanghai’s capital structure, the exercise price is accordingly adjusted. In 2023, USI Shanghai adopted another share option plan and granted 14,506 thousand share options to its employees. The conditions of issued 2023 share options are the same as those under the 2019 share options plan, except that the options are valid for 2 years and 3 years, respectively, with respective vesting periods of 1 year and 2 years. All stocks granted under the 2015 plan and the 2023 plan have been forfeited, expired or exercised during 2025.
USI Shanghai Restricted Stock Plans
In 2023, USI Shanghai adopted a restricted stock plan and granted 372 thousand shares and 5,722 thousand shares in November 2023 and January 2024, respectively, to its directors (excluding independent directors), supervisors and employees. The options are valid for 3 years. The valid period may be early terminated or extended prior to one month of the expiration date depending on the conditions of ordinary shares granted. Upon satisfaction of certain performance conditions in each phase specified under the plan, participants are entitled to subscribe to USI Shanghai’s ordinary shares issued under the plan at a certain percentage at the end of the applicable lock-up period. The plan consists of 2 phases with a lock-up period of 1 year and 2 years, respectively. All stocks granted under the restricted stock plan adopted in 2023 have been forfeited or exercised during 2025.
For a discussion of the terms of office of the board of directors, see “—Directors and Senior Management.” No benefits are payable to members of the board or the executive officers upon termination of their relationship with us. Our board of directors established the audit committee, compensation committee, risk management committee, and corporate sustainability and information security committee, to convene meetings and perform duties as prescribed in the charters and/or within applicable laws and regulations. The committees also submit proposals for board resolution, and report the status of matters relating to their respective functions to the board of directors. In parallel, our internal audit department conducts periodical audits and presents audit results to the audit committee and the board of directors. In 2019, Du-Tsuen Uang, chief administration officer, was appointed as the corporate governance officer by the board of directors to facilitate the operation of the board of directors. In addition, we have established the resource integration and decision-making committee to strengthen resource integration and decision-making efficiency across all subsidiaries, with the goal of maximizing shareholder and stakeholder value. For discussions of our committees, see “—Directors and Senior Management—Audit Committee”, “—Directors and Senior Management—Compensation Committee”, “—Directors and Senior Management—Risk Management Committee”, and “—Directors and Senior Management—Corporate Sustainability and Information Security Committee.”
78
The following table sets forth certain information concerning our employees as of the dates indicated.
Function
Direct labor
Indirect labor (manufacturing)
Indirect labor (selling and administration)
Indirect labor (research and development)
Korea
Belgium
The Philippines
Eligible employees may participate in our and our subsidiaries’ employee share options plans and restricted stock plans. See “—Compensation.”
We have never experienced a work stoppage due to labor difficulties and believe that our relationships with our employees are good.
79
The following table sets forth certain information with respect to our Common Shares and options of ASEH exercisable for our Common Shares held by our directors and executive officers as of March 18, 2026. Percentage of beneficial ownership is based on 4,453,797,582 Common Shares outstanding as of February 28, 2026.
Director or Executive Officer
Number of ASEHCommon SharesBeneficially Held(1)
Percentage ofASEH Total Common Shares Issued andOutstanding
Number ofOptionsExercisable(2)
Exercise Price ofOptions (NT$)
Expiration Date
of Options
Richard H. P. Chang
Dan-Yao Chang
Including shares directly held and shares beneficially owned through spouse and minor children.
Each option may be converted into one of our Common Shares. The figures referred to herein include options convertible into our Common Shares scheduled to vest within 60 days as of the date hereof.
Including 684,327,886 Common Shares Jason C.S. Chang beneficially owned through ASE Enterprises Limited, Aintree Limited and JC Holdings Limited, 265,024,820 Common Shares beneficially owned through Value Tower Limited and JC Holdings Limited, and 1,747,647 Common Shares directly owned. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders.”
The following table sets forth information known to us with respect to the beneficial ownership of our Common Shares, as of March 18, 2026, by each shareholder known by us to beneficially own more than 5.0% of our total outstanding shares.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Percentage of beneficial ownership is calculated based on 4,453,797,582 Common Shares outstanding as of February 28, 2026. In addition, when computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.
80
Name of Shareholder
Jason C.S. Chang(1)
Jason C.S. Chang is our chairman. Jason C.S. Chang beneficially owned 684,327,886 Common Shares through ASE Enterprises Limited, Aintree Limited, and JC Holdings Limited, 265,024,820 Common Shares through Value Tower Limited and JC Holdings Limited, and 1,747,647 Common Shares directly owned. As a result, Jason C.S. Chang beneficially owned 951,100,353 Common Shares, representing 21.35% of our total outstanding shares (based on 4,453,797,582 Common Shares as of February 28, 2026). ASE Enterprises Limited is a company organized under the laws of Hong Kong. All of the outstanding shares of ASE Enterprises Limited are held by Aintree Limited. Aintree Limited is a company organized under the laws of the British Virgin Islands. All of the shares of Aintree Limited are held by JC Holdings Limited. Value Tower Limited is a company organized under the laws of the British Virgin Islands. JC Holdings Limited is the sole shareholder of Value Tower Limited. The shares of JC Holdings Limited are held through intermediary holding companies and under a revocable trust established under the laws of the Commonwealth of the Bahamas for the benefit of our chairman, Jason C.S. Chang, and his family. There were no significant changes in the percentage of ownership beneficially owned by Jason C.S. Chang in 2023, 2024, and 2025.
The following table sets forth information relating to our Common Shares held directly by our consolidated subsidiaries and our equity method investee as of March 18, 2026.
ASE(1)(3)
ASE Test Taiwan(2)(3)
Hung Ching(4)
ASE is our wholly owned subsidiary. ASE’s ownership of our Common Shares is the result of the merger, subsequent dividends upon shares received in connection with merger and capital reduction.
ASE Test Taiwan is our wholly owned subsidiary. ASE Test Taiwan’s ownership of our Common Shares is mainly the result of the merger of ASE Material with and into ASE in August 2004, and subsequent dividends upon shares received in connection with this merger. In order to comply with Singapore Companies Act, a trust had been established to hold and dispose of our Common Shares issued to ASE Test Taiwan, which had been a subsidiary of ASE Test, upon completion of the merger. In December 2014, the trust established to hold the Common Shares issued to ASE Test Taiwan had been terminated because ASE Test Taiwan was no longer a subsidiary owned by ASE Test and therefore no longer subject to Singapore Companies Act requirements. As a result, ASE Test Taiwan directly owned 5,489,388 of our Common Shares.
In order to comply with Singapore law and other applicable laws and regulations, trusts organized under R.O.C. law were established to hold and dispose of our Common Shares issued to ASE Test and ASE Test Taiwan in connection with the merger of ASE Chung Li and ASE Material into our company in August 2004. Under Section 76(1)(b)(ii) of Singapore’s Companies Act, Chapter 50, ASE Test, a Singapore company, may not purport to acquire, directly or indirectly, shares or units of shares in our company, ASE Test’s parent company. Pursuant to the applicable trust agreements, the trustee under each trust is (1) the registered owner of our Common Shares, (2) authorized to exercise all of the rights as a shareholder of our Common Shares, (3) authorized to sell our Common Shares, subject to market conditions, when such Common Shares become available for resale under R.O.C. law and in accordance with volume limitations under R.O.C. law, at its sole discretion; provided such Common Shares are sold (i) in compliance with R.O.C. laws and regulations, (ii) in an orderly manner in order to minimize the impact on the trading price of our Common Shares, and (iii) in a manner consistent with its fiduciary duties owed to ASE Test, and (4) able to transfer and deliver to ASE Test or ASE Test Taiwan the proceeds from the sale of our Common Shares and any cash dividends distributed, as the case may be. In 2010, to complete the tender offer to acquire Universal Scientific Industrial, ASE Test transferred 141,808,499 shares to the shareholders of Universal Scientific Industrial. Neither ASE Test nor ASE Test Taiwan have any rights with respect to our Common Shares held in trust pursuant to the applicable trust agreements other than the right to receive the proceeds from the sale of such Common Shares and cash dividends declared while the shares remain in trust. In 2014, the trust established to hold the Common Shares issued to ASE Test Taiwan had been terminated because ASE Test Taiwan was no longer a subsidiary owned by ASE Test and therefore no longer subject to the Singapore Companies Act requirements. In 2022, ASE Test and J&R Holding Limited reduced capital by remitting 44,100,236 and 23,351,881 of our Common Shares, respectively, to their shareholders, ASE. As a result, ASE Test Taiwan owned 5,489,388 of our Common Shares and ASE held 67,452,117 of our Common Shares.
Hung Ching is our equity method investee. As of February 28, 2026, we held 26.22% of the outstanding shares of Hung Ching. Hung Ching acquired our Common Shares in open market transactions, subsequent dividends upon the acquired shares and shares purchased pursuant to the rights offered by the Company.
As of March 18, 2026, none of our major shareholders had voting rights different from those of our other shareholders. We are not aware of any arrangement that may at a subsequent date result in a change of controlling interests. Furthermore, other than as disclosed above, we are not aware of any significant changes in the percentage of ownership held by our major shareholders in 2023, 2024, and 2025.
As of February 28, 2026, a total of 4,453,797,582 Common Shares were outstanding. With certain limited exceptions, holders of Common Shares that are not R.O.C. persons are required to hold their Common Shares through a brokerage account in the R.O.C. As of February 28, 2026, 314,328,442 Common Shares were registered in the name of a nominee of Citibank, N.A., the depositary under our ADS deposit agreement. Citibank, N.A. has advised us that, as of February 28, 2026, 157,164,076 ADSs, representing 314,328,152 Common Shares, were held of record by Cede & Co., and 145 ADSs, representing 290 Common Shares, were held by four other U.S. persons.
81
In consideration of corporate social responsibility and environmental protection, in December 2013, ASE’s board of directors approved contributions for promoting environmental protection efforts in Taiwan in a total amount of not less than NT$3,000.0 million (US$95.6 million), to be made in the next 30 years. In 2025, we have made contributions of NT$100.0 million (US$3.2 million) through the ASE Environmental Protection and Sustainability Foundation. In 2025, we also made contributions of NT$17.5 million (US$0.6 million) through the ASE Cultural and Educational Foundation to continuously promote activities related to cultural and educational public welfare. In December 2025, the board of directors of ASE resolved for contributions of NT$100.0 million (US$3.2 million) in 2026 to the ASE Environmental Protection and Sustainability Foundation.
ASE entered into a joint development agreement with Hung Ching in June 2020, adhering to the principle of joint construction. Under the agreement, Hung Ching was responsible for building a plant on leased land, and ASE and its affiliates were granted priority purchase rights. In 2024, ASE’s board of directors resolved to purchase the completed plant from Hung Ching for NT$5,263.0 million. The transaction price was determined based on a report issued by independent professional appraisal firms. The transaction was subsequently approved by Hung Ching’s special shareholders’ meeting in September 2024 and the transaction price was fully paid.
ASE entered into joint construction and housing unit allocation agreements with Hung Ching in 2022, 2024 and 2025, respectively. The 2022 agreement stipulated that ASE would provide certain parcels of land located in Chung-Li, while Hung Ching would contribute funds for the joint construction of a plant. An independent professional appraisal firm was engaged to determine the allocation ratio of the jointly constructed property. Upon completion of construction, ASE would have priority purchase rights for Hung Ching’s share of the property based on the agreed joint construction proportion. In November 2025, ASE’s board of directors resolved to purchase 72.15% ownership interest in the building obtained under the joint development allocation ratio, together with the corresponding land interest, for a total consideration of NT$4,231.0 million (US$134.9 million). The transaction price was determined with reference to an appraisal report issued by independent professional firms. The 2024 and 2025 agreements stipulated that ASE would provide certain parcels of land located in Kaohsiung, while Hung Ching would contribute funds for the joint construction of a plant. An independent professional appraisal firm was engaged to determine the allocation ratio of the jointly constructed property. Upon completion of construction, under the 2024 agreement, ASE and its subsidiaries would have priority to purchase rights with respect to the share of the property allocated to Hung Ching based on the agreed joint construction proportion. Under the 2025 agreement, ASE would purchase from Hung Ching the ownership interests it held in the property.
Consolidated financial statements are set forth under “Item 18. Financial Statements.”
Export Sales
We categorize our revenues geographically based on the country in which the customer is headquartered. Revenues from our export sales were NT$511,422.0 million, NT$506,134.7 million, and NT$529,419.5 million (US$16,876.6 million) in 2023, 2024 and 2025, respectively, which contributed 87.9%, 85.0%, and 82.0% of our total sales for those years, respectively. See “Item 4. Information on the Company—Business Overview—Sales and Marketing” for information on our export sales.
Legal Proceedings
K7 Plant Wastewater Discharge
On December 20, 2013, the Kaohsiung Environmental Protection Bureau (“KEPB”) imposed an administrative fine of NT$102.0 million (the “Original Fine”) upon us for violation of the Water Pollution Control Act. After we sought administrative remedies against the Original Fine, the Original Fine was revoked by final judgment of Supreme Administrative Court on June 8, 2017, and KEPB was ordered to refund the Original Fine to us. On December 27, 2019, KEPB refunded NT$55.1 million to us. On February 10, 2020, KEPB reimposed an administrative fine of NT$47.0 million (the “New Fine”) upon us and offset the New Fine by the remaining amount which shall be refunded to us, therefore no additional payment is required for the New Fine. After we filed an administrative appeal against the New Fine, the Administrative Appeal Review Committee of Kaohsiung City Government revoked the New Fine on December 15, 2020 and remanded to KEPB for another legitimate administrative action. On July 10, 2024, we signed an administrative contract with KEPB whereby we would pay an administrative fine of NT$0.3 million and fulfill our corporate social responsibilities by contributing a special fund of NT$50.0 million to KEPB for research and development of water pollution prevention technologies, thus reaching a settlement in this case. In addition, KEPB refunded the aforementioned administrative fine of NT$47.0 million to us.
82
Any penalties, fines, damages, or settlements made in connection with these criminals, civil, and/or administrative investigations and/or lawsuits may divert management’s attention and resources, which may cause a material adverse effect on our results of operations, financial condition, and business. We are also unable to quantify the harm to our reputation should any adverse findings be made against us. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business—Any environmental claims or failure to comply with any present or future environmental laws and regulations, as well as any fire or other industrial accident, may require us to spend additional funds and may materially and adversely affect our financial condition and results of operations,” and “Item 4. Information on the Company—Business Overview—Environmental Matters.”
Dividends and Dividend Policy
On March 27, 2026, our board of directors resolved to pay cash dividends of NT$6.6 per share based on 4,460,302,582 shares, which equals the number of issued shares shown in the shareholders’ roster as of March 18, 2026. The following table sets forth the stock dividends paid during each of the years indicated and related information.
Cash Dividends
per Common
Share
Stock Dividends per Common
Total CommonShares Issued asStock Dividends
Outstanding Common Shares on Record
Date(1)
Percentage ofOutstanding Common Shares Represented by
Stock Dividends
2021
2022
2023
2024
2025
Aggregate number of Common Shares outstanding on the record date applicable to the dividend payment. Includes Common Shares issued in the previous year under our share-based payment arrangements.
In order to meet the needs of our present and future capital expenditures, we anticipate paying both stock and cash dividends in the future. The form, frequency, and amount of future cash or stock dividends on our Common Shares will depend upon our net income, cash flow, financial condition, shareholders’ requirement for cash inflow, and other factors. According to our Articles of Incorporation, we have a general policy that cash dividend distribution shall not be less than 30% of the total dividend amount and the residual dividends shall be distributed in form of stocks in accordance with the distribution plan proposed by the board of directors and resolved by the general shareholders’ meeting.
In general, we are not permitted to distribute dividends or make other distributions to shareholders in any given year in which we did not have either earnings or retained earnings. Before distribution of dividends, we shall offset the losses incurred in prior years and set aside 10% of remaining net earnings as a legal reserve until the accumulated legal reserve equals our paid-in capital, and then allocate or reverse a special surplus reserve in accordance with laws or regulations set forth by the authorities concerned. The remainder plus the undistributed earnings shall be distributed in accordance with the proposal submitted by the board of directors and adopted by the general meeting of shareholders. However, when earnings are distributed as cash dividends, this may be approved by the majority of the directors at a board meeting in which over two-thirds of the directors are present, and then reported to the shareholders’ meeting.
83
According to our Articles of Incorporation, the remuneration of our independent directors is set at NT$3.0 million per person per year. For those that do not serve a full year, the remuneration will be calculated in proportion to the number of days of the term that were actually served. The additional remuneration of the Company’s independent directors who are also the members of the Company’s compensation committee is set at NT$360.0 thousand per person annually. For those that do not serve a full year, the additional remuneration will be calculated in proportion to the number of days of the term that were actually served. In addition, if we are profitable, we set aside 0.01% (inclusive) to 1.00% (inclusive) as compensation to employees (0.01% to 0.05% shall be allocated as compensation to grassroots employees) and 0.75% (inclusive) or less as remuneration to directors, of net profit before income tax, employees’ compensation and remuneration to directors. While we have accumulated losses, the profit shall be set aside to compensate losses before distribution. See “Item 10. Additional information—Articles of Incorporation—Dividends and Distributions.”
Holders of ADSs will be entitled to receive dividends, subject to the terms of the deposit agreement, to the same extent as the holders of our Common Shares. Cash dividends will be paid to the depositary in NT dollars and, except as otherwise provided in the deposit agreement, will be converted by the depositary into U.S. dollars and paid to holders of ADSs according to the terms of the deposit agreement. Stock dividends will be distributed to the depositary and, except as otherwise provided in the deposit agreement, will be distributed by the depositary, in the form of additional ADSs, to holders of ADSs according to the terms of the deposit agreement.
Holders of outstanding Common Shares on a dividend record date will be entitled to the full dividend declared without regard to any prior or subsequent transfer of Common Shares. Holders of outstanding ADSs are entitled to receive dividends, subject to the terms of the deposit agreement, to the same extent as the holders of outstanding Common Shares.
For information relating to R.O.C. withholding taxes payable on dividends, see “Item 10. Additional Information—Taxation—R.O.C. Taxation—Dividends.”
Other than as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of the annual financial statements.
Prior to the establishment of our current holding company, the common shares of ASE had been listed on the TWSE under the symbol “2311” from July 1989 until April 2018. ASE’s ADSs were listed on the NYSE under the symbol “ASX” from September 2000 until April 2018.
ASE Technology Holding Co., Ltd., our current holding company, was established by the combination of ASE and SPIL. Our Common Shares have been listed on the TWSE under the symbol “3711” since April 30, 2018. The TWSE is an auction market where the securities traded are priced according to supply and demand through announced bid and ask prices. As of February 28, 2026, there was an aggregate of 4,453,797,582 of our Common Shares outstanding.
The performance of the TWSE has in recent years been characterized by extreme price volatility. There are currently limits on the range of daily price movements on the TWSE. In the case of equity securities traded on the TWSE, such as our Common Shares, fluctuations in the price of a particular security may not exceed a 10.0% change either above or below the previous day’s closing price of such security.
Our ADSs have been listed on the NYSE under the symbol “ASX” since April 30, 2018. The outstanding ADSs are identified by the CUSIP number 00215W100. As of February 28, 2026, a total of 157,164,221 ADSs were outstanding.
84
The principal trading market for our Common Shares is the TWSE and the principal trading market for ADSs representing our Common Shares is the NYSE.
We are a company limited by shares organized under the laws of the R.O.C. Our organizational document is our Articles of Incorporation. We have no by-laws.
Our Articles of Incorporation provide, in Article 2, that we may engage in the General Investment Business, which includes investments in various businesses including agriculture, forestry, fishery, animal husbandry, industry, mining and merchandising business, investments in service companies, securities companies, bank insurance companies, trading companies, cultural companies, construction of residential buildings, commercial building, recreation businesses, and tourist hotels-related business.
We were incorporated on April 30, 2018 as a company limited by shares under the R.O.C. Company Law. Our authorized share capital was NT$55,000,000,000, divided into 5,500,000,000 Common Shares with a par value of NT$10 per Share. We do not have any equity in the form of preference shares or otherwise outstanding as of the date of this annual report.
Subject to limited exceptions, with the approval of our board of directors and the FSC, we may grant share options to our employees; share options worth NT$4,000,000,000 are reserved for employee subscription. We may issue new shares to employees with restricted rights after the resolutions of the shareholders’ meeting. See “Item 6. Directors, Senior Management and Employees—Compensation.”
Our Articles of Incorporation provide that we are to have nine directors (three independent directors and six non-independent directors) who will be elected by the general shareholders’ meeting from candidates with legal capacity. Each director shall hold office for a term of three years and may continue to serve in the office if re-elected. The election of the directors of the Company shall be conducted pursuant to the R.O.C. Company Act and relevant regulations. The election of independent directors and non-independent directors should be held concurrently, with the exception that the number of independent directors and non-independent directors elected shall be calculated separately; those who receive votes representing more voting rights will be elected as independent directors or non-independent directors.
Our audit committee replaced the function of supervisors in accordance with the R.O.C. Securities and Exchange Act to exercise the powers and duties of supervisors. The audit committee shall be comprised solely of independent directors.
85
A candidate nomination system is used in the election of directors. Shareholders who hold 1% or more of our issued shares and the board of directors may nominate a list of candidates for directors. Re-elections are allowed. The board of directors have certain powers and duties, including (1) preparing business plans; (2) preparing surplus distribution or loss make-up proposals; (3) preparing proposals to increase or decrease capital; (4) reviewing material internal rules and contracts; (5) hiring and discharging the general manager; (6) establishing and dissolving branch offices; (7) reviewing budgets and audited financial statements; and (8) other duties and powers granted by or in accordance with the R.O.C. Company Act or shareholders’ resolutions.
The board of directors is constituted of directors, and the chairman and vice chairman are elected by more than half of the directors at a board meeting at which two-thirds or more of the directors are present. If the chairman is absent or unable to discharge his or her duties for any reason, his or her acting proxy shall be elected in accordance with the R.O.C. Company Act. Board meetings may be held in the R.O.C. or at any location that is convenient for the directors to attend and appropriate for the meeting to be convened, or by video conference. A director may appoint another director to attend a board meeting and vote by proxy, but only one proxy may be accepted.
Dividends and Distributions
In general, we are not permitted to distribute dividends or make other distributions to shareholders in any given year in which we did not have either earnings or retained earnings. Before distribution of dividends, we shall offset the losses incurred in prior years and set aside 10% of remaining net earnings as a legal reserve until the accumulated legal reserve equals our paid-in capital, and then allocate or reverse a special surplus reserve in accordance with laws or regulations set forth by the authorities concerned. The remainder plus the undistributed earnings shall be distributed in accordance with the proposal submitted by the board of directors and adopted by the general meeting of shareholders. However, if earnings are to be distributed as cash dividends, they shall be reported to the shareholders’ meeting with the approval of the majority of the directors at a board meeting, at which over two-thirds of the directors are present.
According to our Articles of Incorporation, the remuneration of our independent directors is set at NT$3.0 million per person per year. For those that do not serve a full year, the remuneration will be calculated in proportion to the number of days of the term that were actually served. The additional remuneration of our independent directors who are also the members of our compensation committee is set at NT$360.0 thousand per person per year. For those that do not serve a full year, the additional remuneration will be calculated in proportion to the number of days of the term that were actually served.
If we are profitable, we set aside 0.01% (inclusive) to 1.00% (inclusive) as compensation to employees (0.01% to 0.05% shall be allocated as compensation to grassroots employees) and 0.75% (inclusive) or less as remuneration to directors, of net profit before income tax, employees’ compensation and remuneration to directors. While we have accumulated losses, the profit shall be set aside to compensate losses before distribution.
At the annual general meeting of shareholders, our board of directors submits to the shareholders for their approval any proposal for the distribution of dividends or the making of any other distribution to shareholders from our net income for the preceding fiscal year. All Common Shares outstanding and fully paid as of the relevant record date are entitled to share equally in any dividend or other distribution so approved. Dividends may be distributed in cash, in the form of Common Shares or a combination of the two, as determined by the shareholders at the meeting. According to our Articles of Incorporation, we have a general policy that cash dividend distribution shall not be less than 30% of the total dividend amount and the residual dividends shall be distributed in form of stocks in accordance with the distribution plan proposed by the board of directors and resolved by the general shareholders’ meeting. See “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Dividends and Dividend Policy.”
The compensation being distributed to employees (including grassroots employees) in the form of stock or cash shall be approved by more than half of the directors at a board meeting at which two-thirds or more of the directors are present and report to the general shareholders’ meeting. In addition to permitting dividends to be paid out of earnings or retained earnings, the R.O.C. Company Act permits us to make distributions to our shareholders in cash or in the form of Common Shares from capital surplus and the legal reserve. While legal reserve is distributed by issuing new shares or by cash, only the portion of legal reserve which exceeds 25% of our paid-in capital can be distributed. We distribute profit to employees (including grassroots employees) in the form of shares by a resolution of a meeting of the board of directors, and may resolve, at the same meeting of the board of directors, to distribute the shares by way of new shares to be issued by us or existing shares to be repurchased by us.
86
For information on the dividends paid in recent years, see “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Dividends and Dividend Policy.” For information as to R.O.C. taxes on dividends and distributions, see “—Taxation—R.O.C. Taxation—Dividends.”
Preemptive Rights
Under the R.O.C. Company Law, when an R.O.C. company issues new shares for cash, existing shareholders who are listed on the shareholders’ register as of the record date have preemptive rights to subscribe for the new issue in proportion to their existing shareholdings, while a company’s employees, whether or not they are shareholders of the company, have rights to subscribe for 10% to 15% of the new issue. Any new shares that remain unsubscribed at the expiration of the subscription period may be freely offered, subject to compliance with applicable R.O.C. law.
In addition, in accordance with the R.O.C. Securities and Exchange Act, a public company that intends to offer new shares for cash must offer to the public at least 10% of the shares to be sold, except under certain circumstances or when exempted by the FSC. This percentage can be increased by a resolution passed at a shareholders’ meeting, which would diminish the number of new shares subject to the preemptive rights of existing shareholders.
These preemptive rights provisions do not apply to offerings of new shares through a private placement approved at a shareholders’ meeting.
Meetings of Shareholders
General shareholders’ meetings include both annual general meetings and extraordinary general meetings. We are required to hold an annual general meeting of our shareholders within six months following the end of each fiscal year. These meetings are generally held in Kaohsiung, Taiwan. Any shareholder who holds 1% or more of our issued and outstanding shares may submit one proposal for discussion at our annual general meeting. Extraordinary general shareholders’ meetings may be convened by resolution of the board of directors or by the board of directors upon the written request of any shareholder or shareholders who have held 3% or more of the outstanding Common Shares for a period of one year or longer or shareholders who have held more than 50% of the outstanding Common Shares for three months or longer. Shareholders’ meetings may also be convened by the audit committee. Notice in writing of meetings of shareholders, stating the place, time, and purpose, must be dispatched to each shareholder at least 30 days, in the case of annual general meetings, and 15 days, in the case of extraordinary meetings, before the date set for each meeting. A majority of the holders of all issued and outstanding Common Shares present at a shareholders’ meeting constitutes a quorum for meetings of shareholders.
Voting Rights
Under the R.O.C. Company Law, except under limited circumstances, shareholders have one vote for each Common Share held. Under the R.O.C. Company Law, our directors are elected at a shareholders’ meeting through cumulative voting.
In general, a resolution can be adopted by the holders of at least a majority of our Common Shares represented at a shareholders’ meeting at which the holders of a majority of all issued and outstanding Common Shares are present. Under R.O.C. Company Law, the approval by at least a majority of our Common Shares represented at a shareholders’ meeting in which a quorum of at least two-thirds of all issued and outstanding Common Shares are represented is required for major corporate actions, including:
amendment to the Articles of Incorporation, including increase of authorized share capital and any changes of the rights of different classes of shares;
execution, amendment, or termination of any contract through which the company leases its entire business to others, or the company appoints others to operate its business, or the company operates its business with others on a continuous basis;
transfer of its entire business or assets or a substantial part of its business or assets;
87
acquisition of the entire business or assets of any other company, which would have a significant impact on the company’s operations;
distribution of any stock dividend;
dissolution, merger, or spin-off of the company;
issuance of restricted stocks to employees; and
removal of the directors.
However, in the case of a listed company such as us, the resolution may be adopted by the holders of at least two-thirds of our issued and outstanding Common Shares represented at a shareholders’ meeting at which the holders of at least a majority of all issued and outstanding Common Shares are present.
A shareholder may be represented at an annual general or extraordinary meeting by proxy if a valid proxy form is delivered to us five days before the commencement of the annual general or extraordinary general shareholders’ meeting. Shareholders may exercise their voting rights by way of a written ballot or by way of electronic transmission if the voting decision is delivered to us two days before the commencement of the annual general or extraordinary general shareholders’ meeting.
Holders of ADSs do not have the right to exercise voting rights with respect to the underlying Common Shares, except as described in the deposit agreement.
Other Rights of Shareholders
Under the R.O.C. Company Law, dissenting shareholders are entitled to appraisal rights in certain major corporate actions such as a proposed amalgamation by the company. If agreement with the company cannot be reached, dissenting shareholders may seek a court order for the company to redeem all of their shares. Shareholders may exercise their appraisal rights by serving written notice on the company prior to or at the related shareholders’ meeting and/or by raising and registering an objection at the shareholders’ meeting. In addition to appraisal rights, shareholders have the right to sue for the annulment of any resolution adopted at a shareholders’ meeting where the procedures were legally defective within 30 days after the date of the shareholders’ meeting. One or more shareholders who have held 1% or more of the issued and outstanding shares of a company for a period of six months or longer may require the audit committee to bring a derivative action on behalf of the company against a director as a result of the director’s unlawful actions or failure to act.
Rights of Holders of Deposited Securities
Except as described below, holders of ADSs generally have no right under the deposit agreement to instruct the depositary to exercise the voting rights for our Common Shares represented by ADSs. Instead, by accepting ADSs or any beneficial interest in ADSs, holders of ADSs are deemed to have authorized and directed the depositary to appoint our chairman or his designee to represent them at our shareholders’ meetings and to vote our Common Shares deposited with the custodian according to the terms of the deposit agreement.
The depositary will mail to holders of ADSs any notice of a shareholders’ meeting received from us together with information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs.
If we fail to timely provide the depositary with an English-language translation of our notice of meeting or other materials related to any meeting of owners of Common Shares, the depositary will endeavor to cause all the deposited securities represented by ADSs to be present at the applicable meeting, insofar as practicable and permitted under applicable law, but will not cause those securities to be voted.
If the depositary timely receives voting instructions from owners of at least 51.0% of the outstanding ADSs to vote in the same direction regarding one or more resolutions to be proposed at the meeting, including election of directors, the depositary will notify our chairman or his designee to attend the meeting and vote all the securities represented by the holders’ ADSs in accordance with the direction received from owners of at least 51.0% of the outstanding ADSs.
88
If we have timely provided the depositary with the materials described in the deposit agreement and the depositary has not timely received instructions from holders of at least 51.0% of the outstanding ADSs to vote in the same direction regarding any resolution to be considered at the meeting, then holders of ADSs will be deemed to have authorized and directed the depositary bank to give a discretionary proxy to our chairman or his designee to attend and vote at the meeting our Common Shares represented by ADSs in any manner our chairman or his designee may wish, which may not be in the interests of holders.
The ability of the depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure ADS holders that they will receive voting materials in time to enable them to return voting instructions to the depositary in a timely manner.
While shareholders who own 1% or more of our outstanding shares are entitled to submit one proposal to be considered at our annual general meetings, only holders representing at least 51% of our ADSs outstanding at the relevant record date are entitled to submit one proposal to be considered at our annual general meetings. Hence, only one proposal may be submitted on behalf of all ADS holders.
Register of Shareholders and Record Dates
Our share registrar, President Securities Corp., maintains our register of shareholders at its offices in Taipei, Taiwan. Under the R.O.C. Company Law and our Articles of Incorporation, we may, by giving advance public notice, set a record date and close the register of shareholders for a specified period in order for us to determine the shareholders or pledgees that are entitled to rights pertaining to our Common Shares. The specified period required is as follows:
annual general meeting—60 days;
extraordinary general shareholders’ meeting—30 days; and
relevant record date for distribution of dividends, bonuses, or other interests—5 days.
Annual Financial Statements
At least 10 days before the annual general meeting, our annual financial statements, which are prepared in conformity with Taiwan-IFRS, must be available at our principal executive office in Kaohsiung, Taiwan for inspection by the shareholders. According to the regulations of the FSC, we are required to publish our annual and quarterly financial statements on a consolidated basis. In addition, the R.O.C. Securities and Exchange Act requests a public company, such as us, to publicly announce its audited annual financial report within three months after the close of each fiscal year.
Transfer of Common Shares
The transfer of Common Shares in registered form is effected by endorsement and delivery of the related share certificates but, in order to assert shareholders’ rights against us, the transferee must have his or her name and address registered on our register of shareholders. Shareholders are required to file their respective specimen seals, also known as chops, with us. Chops are official stamps widely used in Taiwan by individuals and other entities to authenticate the execution of official and commercial documents. The settlement of trading in our Common Shares is normally carried out on the book-entry system maintained by the Taiwan Depository & Clearing Corporation.
Acquisition of Common Shares by ASEH
Under the R.O.C. Securities and Exchange Act, we may purchase our own Common Shares for treasury stock under limited circumstances, including:
to transfer shares to our employees;
to deliver shares upon the conversion or exercise of bonds with warrants, preferred shares with warrants, convertible bonds, convertible preferred shares, or warrants issued by us; and
to maintain our credit and our shareholders’ equity, provided that the shares so purchased shall be canceled.
89
We may purchase our Common Shares on the TWSE or by means of a public tender offer. These transactions require the approval of a majority of our board of directors at a meeting in which at least two-thirds of the directors are in attendance. The total amount of Common Shares purchased for treasury stock may not exceed 10.0% of the total issued shares. In addition, the total cost of the purchased shares shall not exceed the aggregate amount of our retained earnings, any premium from share issuances, and the realized portion of our capital reserve.
We may not pledge or hypothecate any of our shares purchased by us. In addition, we may not exercise any shareholders’ rights attaching to such shares. In the event that we purchase our shares on the TWSE, our affiliates, directors, managers, and shareholders, together with their respective spouses, minor children, and/or nominees who hold 10.0% or more of our total issued shares (as well as such respective spouses, minor children and/or nominees) are prohibited from selling any of our shares during the period in which we are purchasing our shares.
Pursuant to the R.O.C. Company Law, an entity in which our company directly or indirectly owns more than 50.0% of the voting shares or paid-in capital, which is referred to as a controlled entity, may not purchase our shares. Also, if our company and a controlled entity jointly own, directly or indirectly, more than 50.0% of the voting shares or paid-in capital of another entity, which is referred to as a third entity, the third entity may not purchase shares in either our company or a controlled entity.
Liquidation Rights
In the event of our liquidation, the assets remaining after payment of all debts, liquidation expenses, and taxes will be distributed pro rata to the shareholders in accordance with the relevant provisions of the R.O.C. Company Law.
Transfer Restrictions
Substantial Shareholders
The R.O.C. Securities and Exchange Act currently requires:
each director, manager, or substantial shareholder (that is, a shareholder who holds more than 10.0% of the shares of a company), together with their respective spouses, minor children, or nominees, to report any change in that person’s shareholding (as well as such respective spouses, minor children, or nominees), on a monthly basis, to the issuer of the shares; and
each director, manager, or substantial shareholder, together with their respective spouses, minor children, or nominees, after acquiring the status of director, manager, or substantial shareholder for a period of six months, to report his or her intent to transfer any shares (as well as such respective spouses, minor children, or nominees) on the TWSE or on the Taipei Exchange to the FSC at least three days before the intended transfer, unless the number of shares to be transferred does not exceed 10,000 shares.
In addition, the number of shares that can be sold or transferred on the TWSE or on the Taipei Exchange by any person subject to the restrictions described above on any given day may not exceed the greater of:
0.2% of the outstanding shares of the company in the case of a company with no more than 30 million outstanding shares; or
0.2% of 30 million shares plus 0.1% of the outstanding shares exceeding 30 million shares in the case of a company with more than 30 million outstanding shares; and
5.0% of the average trading volume (number of shares) on the TWSE for the 10 consecutive trading days preceding the reporting day on which the director, manager or substantial shareholder reports the intended share transfer to the FSC.
These restrictions do not apply to sales or transfers of our ADSs.
90
Historically, foreign investment in the R.O.C. securities market has been restricted. Since 1983, the R.O.C. government has from time to time enacted legislation and adopted regulations to permit foreign investment in the R.O.C. securities market.
On September 30, 2003, the Executive Yuan approved an amendment to the Regulations Governing Investment in Securities by Overseas Chinese and Foreign National (the “Regulations”), which took effect on October 2, 2003. Pursuant to the Regulations, the FSC abolished the mechanism of the “qualified foreign institutional investors” and “general foreign investors” as stipulated in the Regulations before the amendment.
Under the Regulations, foreign investors (other than P.R.C. persons) are classified as either “onshore foreign investors” or “offshore foreign investors” according to their respective geographical location. Both onshore and offshore foreign investors are allowed to invest in R.O.C. securities after they register with the TWSE or the Taiwan Futures Exchange. The Regulations further classify foreign investors into foreign institutional investors and foreign individual investors. “Foreign institutional investors” refer to those investors incorporated and registered in accordance with foreign laws outside of the R.O.C. (i.e., offshore foreign institutional investors) or their branches set up and recognized within the R.O.C. (i.e., onshore foreign institutional investors). Offshore overseas Chinese and foreign individual investors may be subject to a maximum investment ceiling that will be separately determined by the FSC, after consultation with the Central Bank of the Republic of China (Taiwan). Currently, there is no maximum investment ceiling for offshore overseas Chinese and foreign individual investors. Foreign institutional investors are not subject to any ceiling for investment in the R.O.C. securities market.
Except for certain specified industries, such as telecommunications, investments in R.O.C. listed companies by foreign investors are not subject to individual or aggregate foreign ownership limits. Custodians for foreign investors are required to submit to the Central Bank of the Republic of China (Taiwan) and the TWSE a monthly report of trading activities and status of assets under custody and other matters. Capital remitted to the R.O.C. under these guidelines may be remitted out of the R.O.C. at any time after the date the capital is remitted to the R.O.C. Capital gains and income on investments may be remitted out of the R.O.C. at any time.
Foreign investors (other than P.R.C. persons) who wish to make (i) direct investments in the shares of R.O.C. private companies or (ii) investment in 10.0% or more of the equity interest of a R.O.C. company listed on the TWSE or the Taipei Exchange in any single transaction are required to submit a foreign investment approval application to the DIR or other applicable government authority. The DIR or such other government authority reviews each foreign investment approval application and approves or disapproves each application after consultation with other governmental agencies (such as the Central Bank of the Republic of China (Taiwan) and the FSC).
Under current R.O.C. law, any non-R.O.C. person possessing a foreign investment approval may remit capital for the approved investment and is entitled to repatriate annual net profits, interest, and cash dividends attributable to the approved investment. Dividends attributable to such investment may be repatriated upon submitting certain required documents to the remitting bank, and investment capital and capital gains attributable to such investment may be repatriated after approvals of the DIR or other government authorities have been obtained.
In addition to the general restriction against direct investment by foreign investors in securities of R.O.C. companies, foreign investors (except in certain limited cases) are currently prohibited from investing in certain industries in the R.O.C. pursuant to a “negative list,” as amended by the Executive Yuan. The prohibition on foreign investment in the prohibited industries specified in the negative list is absolute in the absence of a specific exemption from the application of the negative list. Pursuant to the negative list, certain other industries are restricted so that foreign investors (except in limited cases) may invest in these industries only up to a specified level and with the special approval of the relevant competent authority that is responsible for enforcing the relevant legislation that the negative list is intended to implement.
91
The FSC announced the P.R.C. Regulations on April 30, 2009. According to the P.R.C. Regulations, a P.R.C. QDII is allowed to invest in R.O.C. securities (including less than 10.0% (or less in certain industries) of shareholding of a R.O.C. company listed on the TWSE or the Taipei Exchange), provided that the total investment amount of any QDII does not exceed US$500 million. The custodians of QDIIs must apply with the TWSE for the remittance amount for each QDII, which cannot exceed US$100 million, and QDII can only invest in R.O.C. securities at an amount approved by the TWSE. In addition, QDIIs are currently prohibited from investing in certain industries, and their investment in any company of certain other industries is restricted to a certain percentage pursuant to a list promulgated by the FSC and amended from time to time. P.R.C. investors other than QDII are prohibited from making investments in a R.O.C. company listed on the TWSE or the Taipei Exchange if the investment is less than 10.0% of the equity interest of such R.O.C. company.
In addition to investments permitted under the P.R.C. Regulations, P.R.C. investors who wish to make (i) a direct investment in the shares of R.O.C. private companies or (ii) investments, individually or in the aggregate, in 10.0% or more of the equity interest of a R.O.C. company listed on the TWSE or the Taipei Exchange, are required to submit an investment approval application to the DIR or other government authority. The DIR or such other government authority reviews each investment approval application and approves or disapproves each application after consultation with other governmental agencies.
In addition to the general restriction against a direct investment by P.R.C. investors in securities of R.O.C. companies, P.R.C. investors may only invest in certain industries on the “positive list” promulgated by the Executive Yuan. Furthermore, a P.R.C. investor who wishes to be elected as a R.O.C. company’s director or supervisor shall submit an investment approval application to the DIR or other government authority for approval.
R.O.C. Exchange Controls
The R.O.C. Foreign Exchange Control Act and regulations provide that all foreign exchange transactions must be executed by banks designated by the FSC and by the Central Bank of the Republic of China (Taiwan) to engage in such transactions. Current regulations favor trade-related or service-related foreign exchange transactions. Consequently, foreign currency earned from exports of merchandise and services may now be retained and used freely by exporters, and all foreign currency needed for the importation of merchandise and services may be purchased freely from designated foreign exchange banks.
Apart from trade-related or service-related foreign exchange transactions, R.O.C. companies and individual residents of the R.O.C. reaching the age of 18 years old may, without foreign exchange approval, remit foreign currency of up to US$100 million (or its equivalent) and US$10 million (or its equivalent) to and from the R.O.C. (or such other amount as determined by the Central Bank of the Republic of China (Taiwan) from time to time at its discretion in consideration of the economic and financial conditions of the R.O.C. or the needs to maintain the order of the foreign exchange market in the R.O.C.), respectively, in each calendar year. The above limits apply to remittances involving either a conversion of NT dollars into a foreign currency or a conversion of foreign currency into NT dollars. In addition, a requirement is also imposed on all enterprises incorporated or registered in the R.O.C. to register their medium- and long-term foreign debts with the Central Bank of the Republic of China (Taiwan).
In addition, foreign persons may, subject to specified requirements, but without foreign exchange approval of the Central Bank of the Republic of China (Taiwan), remit to and from the R.O.C. foreign currencies of up to US$100,000 (or its equivalent) per remittance if the required documentation is provided to the R.O.C. authorities. The above limit applies to remittances involving either a conversion of NT dollars into a foreign currency or a conversion of foreign currency into NT dollars. The above limit does not, however, apply to the conversion of NT dollars into other currencies, including U.S. dollars, from the proceeds of a sale of any underlying shares withdrawn from a depositary receipt facility.
R.O.C. Taxation
The following discussion describes the material R.O.C. tax consequences of the ownership and disposition of our Common Shares or ADSs by and to a nonresident individual or nonresident entity holder that owns our Common Shares or ADSs (referred to here as a “non-R.O.C. holder”). As used in this context, a “nonresident individual” is a non-R.O.C. national who owns our Common Shares or ADSs and is not physically present in the R.O.C. for 183 days or more during any calendar year, and a “nonresident entity” is a corporation or a noncorporate body that owns our Common Shares or ADSs, is organized under the laws of a jurisdiction other than the R.O.C. and has no fixed place of business or business agent in the R.O.C.
92
Dividends
Dividends (whether in cash or Common Shares) declared by us out of retained earnings and distributed to a non-R.O.C. holder are subject to R.O.C. withholding tax at 21% (unless a preferable tax rate is provided under a tax treaty between the R.O.C. and the jurisdiction where the non-R.O.C. holder is a resident) on the amount of the distribution (in the case of cash dividends) or on the par value of the distributed Common Shares (in the case of stock dividends).
Distributions of Common Shares or cash out of capital reserves will not be subject to withholding tax, except under limited circumstances.
Capital Gains
Starting from January 1, 2016, capital gains realized upon the sale or other disposition of common shares are exempt from R.O.C. income tax.
Sales of ADSs are not regarded as sales of R.O.C. securities, and thus any gains derived from transfers of ADSs by non-R.O.C. holders are not currently subject to R.O.C. income tax.
Securities Transaction Tax
Securities transaction tax will be imposed on the seller at the rate of 0.3% of the transaction price upon a sale of common shares. Transfers of ADSs are not subject to R.O.C. securities transaction tax. During the one-year period from April 28, 2017 to April 27, 2018, the tax rate for day trading of shares meeting certain criteria was reduced to 0.15%. The Legislative Yuan approved on April 13, 2018 is an extension of the aforesaid reduction in the tax rate. Under the amended Securities Transaction Tax Act, which became effective on April 27, 2018, the aforesaid reduction in the tax rate applies until December 31, 2027.
Subscription Rights
Distributions of statutory subscription rights for our Common Shares in compliance with the R.O.C. Company Law are currently not subject to R.O.C. tax. Sales of statutory subscription rights evidenced by securities are subject to securities transaction tax, currently at the rate of 0.3% of the gross amount received. Holders are exempt from income tax on capital gains from the sale of statutory subscription rights evidenced by securities. Proceeds derived from sales of statutory subscription rights, which are not evidenced by securities, are not subject to securities transaction tax but are subject to income tax at a fixed rate of 20% of the income if the seller is a non-R.O.C. holder. Subject to compliance with R.O.C. law, we, in our sole discretion, may determine whether statutory subscription rights are evidenced by securities.
Estate and Gift Tax
R.O.C. estate tax is payable on any property within the R.O.C. left by a deceased nonresident individual, and R.O.C. gift tax is payable on any property within the R.O.C. donated by a nonresident individual. Estate tax and gift tax are currently imposed at the progressive rates of 10%, 15% and 20%. Under the R.O.C. Estate and Gift Tax Act, common shares issued by R.O.C. companies are deemed property located in the R.O.C. without regard to the location of the owner. It is unclear whether a holder of ADSs will be considered to own common shares for this purpose.
Tax Treaty
At present, the R.O.C. has income tax treaties with Indonesia, Singapore, New Zealand, Australia, the United Kingdom, South Africa, Gambia, eSwatini (Swaziland), Malaysia, North Macedonia, the Netherlands, Senegal, Sweden, Belgium, Denmark, Israel, Vietnam, Paraguay, Hungary, France, India, Slovakia, Switzerland, Germany, Thailand, Kiribati, Luxembourg, Austria, Italy, Japan, Canada, Poland, Czech Republic, Saudi Arabia, and Korea. These tax treaties may limit the rate of R.O.C. withholding tax on dividends paid with respect to common shares issued by R.O.C. companies. A non-R.O.C. holder of ADSs may or may not be considered as the beneficial owner of common shares for the purposes of such treaties. Accordingly, holders of ADSs who wish to apply a reduced withholding tax rate that is provided under a tax treaty should consult their own tax advisers concerning such application. The U.S. does not have an income tax treaty with the R.O.C.
93
U.S. Federal Income Taxation
The following discussion describes material U.S. federal income tax consequences of the ownership and disposition of our Common Shares or ADSs to the U.S. Holders described below that hold such Common Shares or ADSs as capital assets for U.S. federal income tax purposes. As used herein, a “U.S. Holder” is a person that, for U.S. federal income tax purposes, is a beneficial owner of our Common Shares or ADSs and:
a citizen or individual resident of the U.S.;
a corporation, or other entity taxable as a corporation, created or organized under the laws of the U.S. or of any political subdivision of the U.S.; or
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
This discussion does not describe all of the tax consequences that may be relevant in light of a U.S. Holder’s particular circumstances, including any minimum tax consequences, the provisions of the Internal Revenue Code of 1986, as amended (the “Code”) known as the Medicare contribution tax, and tax consequences that may be relevant to U.S. Holders subject to special rules, including:
insurance companies;
tax-exempt entities, “individual retirement accounts” or “Roth IRAs”;
dealers or traders in securities that use a mark-to-market method of accounting for U.S. federal income tax purposes;
certain financial institutions;
partnerships or other entities classified as partnerships for U.S. federal income tax purposes and partners therein;
persons holding Common Shares or ADSs in connection with a trade or business conducted outside of the U.S.;
persons that hold or will hold Common Shares or ADSs as part of a straddle, integrated transaction, or similar transactions;
persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
persons that own or are deemed to own 10% or more of the voting power or value of our stock; or
persons that acquired our Common Shares or ADSs pursuant to the exercise of any employee stock option or otherwise as compensation.
If an entity that is classified as a partnership for U.S. federal income tax purposes holds our Common Shares or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our Common Shares or ADSs and their partners should consult their tax advisers as to the particular U.S. federal income tax consequences of holding and disposing of our Common Shares or ADSs.
This discussion is based on the Code, final, temporary, and proposed Treasury regulations, administrative pronouncements, and judicial decisions, all as of the date hereof. These laws and regulations are subject to change, possibly with retroactive effect.
In general, for U.S. federal income tax purposes, a U.S. Holder that owns ADSs should be treated as the owner of the Common Shares represented by the ADSs. Accordingly, no gain or loss should be recognized if a U.S. Holder exchanges ADSs for the Common Shares represented by those ADSs.
94
U.S. Holders should consult their tax advisers with regard to the application of the U.S. federal income tax laws to their Common Shares or ADSs, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Distributions paid on our Common Shares or ADSs, other than certain pro rata distributions of our Common Shares to all holders of our Common Shares and ADSs, will generally constitute dividend income to the extent paid out of our current or accumulated earnings and profits, as determined in accordance with U.S. federal income tax principles. Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. The amount a U.S. Holder will be required to include in income with respect to any dividend paid in NT dollars will be equal to the U.S. dollar value of the NT dollars paid, calculated by reference to the exchange rate in effect on the date the payment is received by the depositary (in the case of ADSs) or by a U.S. Holder (in the case of Common Shares), regardless of whether the payment is in fact converted into U.S. dollars on the date of receipt. If a U.S. Holder does not convert the NT dollars so received into U.S. dollars on the date of receipt, any gain or loss recognized on a subsequent sale or other disposition of the NT dollars generally will be U.S.-source ordinary income or loss. The amount of any taxable distribution of property other than cash will be the fair market value of such property on the date of distribution. Dividends will not be eligible for a dividends-received deduction.
Subject to applicable limitations, certain dividends paid by “qualified foreign corporations” to certain non-corporate U.S. Holders are taxable at the preferential rates applicable to long-term capital gain. A non-U.S. corporation is treated as a qualified foreign corporation with respect to dividends it pays on shares (or depositary shares representing such shares) that are readily tradable on an established securities market in the U.S., such as the NYSE, where our ADSs are traded. Noncorporate U.S. Holders of ADSs should consult their tax advisers to determine whether these preferential rates may apply to dividends they receive and whether they are subject to any special rules that limit their ability to be taxed at these preferential rates.
Dividend income will be foreign-source and will include the amount of any R.O.C. taxes withheld thereon. Subject to applicable limitations and restrictions, which can vary depending upon the U.S. Holder’s circumstances (such as a requirement to satisfy certain minimum holding periods), R.O.C. taxes withheld from dividend distributions may be eligible for credit against the U.S. Holder’s U.S. federal income tax liability. Under certain Treasury regulations, in order for non-U.S. income taxes to be creditable the relevant non-U.S. income tax rules must be consistent with certain U.S. federal income tax principles, and we have not determined whether the R.O.C. income tax system meets these requirements. However, the Internal Revenue Service released notices that provide relief from certain of the provisions of the Treasury regulations described above for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. In lieu of claiming a credit, U.S. Holders may, at their election, deduct otherwise creditable R.O.C. taxes in computing their taxable income, subject to generally applicable limitations. An election to deduct non-U.S. taxes instead of claiming foreign tax credits applies to all otherwise creditable non-U.S. taxes paid or accrued in the taxable year. The rules governing foreign tax credits are complex and U.S. Holders should consult their tax advisers regarding the creditability or deductibility of any R.O.C. tax generally (including under the Treasury regulations and notices mentioned above) and in their particular circumstances.
Certain pro rata distributions of Common Shares by us to all our shareholders (including ADS holders) will not be subject to U.S. federal income tax. Accordingly, these distributions will not give rise to U.S. federal income tax against which the R.O.C. tax imposed on these distributions may be credited. U.S. Holders should consult their tax advisers as to whether any R.O.C. tax imposed on such distributions may be creditable in general, and if so, the extent to which such R.O.C. tax may be creditable against their U.S. federal income tax on foreign-source income from other sources.
95
A U.S. Holder generally will recognize U.S.-source capital gain or loss for U.S. federal income tax purposes on the sale or taxable exchange of our Common Shares or ADSs, which will be long-term capital gain or loss if our Common Shares or ADSs have been held by the U.S. Holder for more than one year. The amount of gain or loss will be equal to the difference between the U.S. Holder’s tax basis in our Common Shares or ADSs disposed of and the amount realized on disposition, in each case as determined in U.S. dollars. A U.S. Holder’s tax basis in our Common Shares or ADSs acquired for cash will generally equal the U.S. Holder’s cost of such Common Shares or ADSs. U.S. Holders should consult their tax advisers about the treatment of capital gains, which may be taxed at lower rates than ordinary income for noncorporate taxpayers, and capital losses, the deductibility of which may be limited.
The R.O.C. securities transaction tax imposed upon a sale of Common Shares (as discussed above under “R.O.C. Taxation—Securities Transaction Tax”) will not be a creditable foreign tax for U.S. federal income tax purposes. However, such tax may reduce the amount realized by a U.S. Holder upon a disposition of our Common Shares.
Passive Foreign Investment Company Rules
We believe that we were not a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for our 2025 taxable year. However, since PFIC status depends upon the composition of a company’s income and assets and the market value of its assets (including its equity investments), there can be no assurance that we will not be a PFIC for any taxable year.
If we are a PFIC for any taxable year during which a U.S. Holder owns a Common Share or an ADS, certain adverse consequences could apply to that U.S. Holder, such as an increased U.S. federal income tax liability on (i) gains from depositions of our Common Shares or ADSs (which generally would be treated as ordinary income) and (ii) certain “excess distributions” (in either case, generally even if we cease to be a PFIC in subsequent taxable years). Certain elections may be available that would result in alternative treatments if we are a PFIC for any taxable year. In addition, if we are a PFIC for any taxable year during which a U.S. Holder owns a Common Share or an ADS, such U.S. Holder will generally be required to file Internal Revenue Service Form 8621 with its annual U.S. federal income tax returns, subject to certain exceptions. Furthermore, if we are a PFIC (or treated as a PFIC with respect to a U.S. Holder) for any taxable year in which we pay a dividend or the preceding taxable year, any preferential tax that may have otherwise applied in the case of noncorporate U.S. Holders of ADSs will not be available. U.S. Holders should consult their tax advisers regarding the potential application of the PFIC rules to their ownership or disposition of our Common Shares or ADSs.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the U.S. or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is an exempt recipient (and establishes that fact if required to do so) or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.
The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service.
We file annual reports on Form 20-F and furnish periodic reports on Form 6-K with the SEC. You can read and copy these reports and other information at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also request copies of the documents, upon payment of a duplicating fee, by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The reports and other information we file electronically with the SEC are also available to the public from the SEC’s website at https://www.sec.gov. Information about ASEH is also available to the public on our website at https://www.aseglobal.com.
96
We intend to submit any annual report provided to security holders in electronic format as an exhibit to a current report on Form 6-K.
The derivative instruments used by us were to mitigate risks arising from ordinary business operations. Our risk management department monitored risks to mitigate risk exposures, and reported unsettled positions, transaction balances, and related gains or losses to our chief financial officer on monthly basis. See Note 34 to our consolidated financial statements included in this annual report for details.
Market Risk
Our exposure to financial market risks relates primarily to changes in foreign currency exchange rates. Gains or losses arising from fluctuations in foreign currency exchange rates of a variety of derivative financial instruments were approximately offset by those of hedged items. Interest rate risk was not significant as the cost of capital was expected to be fixed.
Interest Rate Risk. Our exposure to interest rate risks relates primarily to our borrowings with floating rates, which are normally incurred to support our corporate activities and capital expenditures. We utilized financing instruments with low interest rates and favorable terms to maintain low financing costs and adequate banking facilities, as well as to hedge interest rate risk.
For assets and liabilities with floating interest rates, a 100-basis point increase or decrease was used when reporting interest rate risk internally to key management personnel. If interest rates had been 100 basis points (1%) higher or lower and all other variables held constant, our profit before income tax for the year ended 2025 would have decreased or increased approximately by NT$1,833.0 million (US$58.4 million).
The tables below set forth information relating to our short-term and long-term bank loans, bills payable, and bonds payable as of December 31, 2025.
Expected Maturity Date
Short-term:
Variable rate (NT$)
Average interest rate
Fixed rate (NT$)
Variable rate (US$)
Fixed rate (US$)
Variable rate (RMB)
Fixed rate (RMB)
Variable rate (EUR)
Fixed rate (EUR)
Long-term:
97
Foreign Currency Exchange Rate Risk. Our foreign currency exposure gives rise to market risk associated with exchange rate movements against the NT dollar, our functional currency. Currently, the majority of our revenues and a significant portion of our capital expenditures are denominated in U.S. dollars. In contrast, our operating costs and operating expenses are primarily incurred in NT dollars, U.S. dollars, RMB, Japanese yen, Korean won, and EUR. The majority of our borrowings are denominated in NT dollars, U.S. dollars, EUR, and RMB. Fluctuations in exchange rates, primarily among the U.S. dollar and Japanese yen against the NT dollar, RMB, and EUR, will affect our costs and operating margins and could result in exchange losses and increased costs in NT dollar and other local currency terms.
We use 1% fluctuation when reporting foreign currency exchange rate risk internally to key management personnel and it represents management’s assessment of reasonably possible changes in foreign currency exchange rates. The sensitivity analysis included financial assets and liabilities and intercompany receivables and payables within the Group. The changes in profit before income tax due to a 1% change in U.S. dollar and Japanese yen against NT dollar, RMB, and EUR would be NT$149.0 million (US$4.7 million) for the year ended December 31, 2025. Hedging contracts and hedged items have been considered while measuring the changes in profit before income tax. The abovementioned sensitivity analysis mainly focused on the foreign currency monetary items at each balance sheet date. As the year-end exposure did not reflect the exposure for the year ended December 31, 2025, the abovementioned sensitivity analysis was unrepresentative.
To protect against reductions in value and the volatility of future cash flows caused by changes in foreign currency exchange rates, we entered into a variety of nonderivative financial instruments and derivative financial instruments to minimize the impact of foreign currency fluctuations on our results of operations. Despite these hedging and mitigating techniques, fluctuations in exchange rates have affected, and may continue to affect, our financial condition and results of operations.
Our hedging strategy was to lift borrowings denominated in foreign currencies to avoid exchange rate exposure from its investments in equity instruments denominated in foreign currencies (recognized under the line item of financial assets at FVTPL) and net investment in foreign subsidiary, USIFR, which has EUR as its functional currency. Those transactions were designated as fair value hedges and a hedge of net investment in foreign operation, respectively. Hedge adjustments were made to totally offset the foreign exchange gains or losses from those equity instruments denominated in foreign currencies and foreign operations when they were evaluated based on the exchange rates on each balance sheet date. The hedge ineffectiveness in these hedging relationships arose from the material difference between the notional amounts of borrowings denominated in foreign currencies and the original investments in equity instruments denominated in foreign currencies and net investment in foreign operations. No other source of ineffectiveness is expected to emerge from these hedging relationships.
98
The table below sets forth our outstanding forward exchange contracts and swap contracts, for which the expected maturity dates are in 2026, in aggregate terms by type of contract as of December 31, 2025.
Forward Exchange Contracts
Swap Contracts
Buy US$ against NT$
Notional Amount
Weighted Average Strike Price
Fair Value
Buy US$ against RMB
Buy US$ against MXN
Buy US$ against MYR
Buy US$ against JPY
Buy JPY against RMB
Sell US$ against EUR
Sell US$ against NT$
99
Sell US$ against RMB
Sell US$ against JPY
Sell US$ against MYR
Sell US$ against SGD
Sell US$ against KRW
Other Market Risk. We are exposed to equity price risk through investments in financial assets at FVTPL and financial assets at FVTOCI. The value of these investments may fluctuate based on various factors including prevailing market conditions. Moreover, the fair value of investments in unquoted securities may be significantly different from their carrying value. If equity price was 1% higher or lower, profit before income tax for the year ended December 31, 2025 would have increased or decreased approximately by NT$50.0 million (US$1.6 million) and other comprehensive income before income tax would have increased or decreased approximately by NT$126.0 million (US$4.0 million) for the same year. Furthermore, fluctuations in gold prices may also affect the price at which we have been able to purchase gold wire. How this will impact the results of our operations depends on whether such costs can be transferred to our customers.
100
Depositary Fees and Charges
As an ADS holder, you will be required to pay the following fees under the terms of the deposit agreement:
Service
Fees
Issuance of ADSs (e.g., an issuance upon a deposit of shares, upon a change in ADS(s)-to-Common Share(s) ratio, or for any other reason), excluding issuances as a result of distributions of Common Shares
Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited Common Shares, upon a change in the ADS(s)-to-Common Share(s) ratio, or for any other reason)
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)
Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs
Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off)
ADS Services
As an ADS holder you will also be responsible to pay certain charges such as:
taxes (including applicable interest and penalties) and other governmental charges;
the registration fees as may from time to time be in effect for the registration of Common Shares on the share register and applicable to transfers of Common Shares to or from the name of the custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively;
certain cable, telex, and facsimile transmission and delivery expenses;
the expenses and charges incurred by the Depositary in the conversion of foreign currency;
the fees and expenses incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Common Shares, ADSs and ADRs; and
the fees and expenses incurred by the Depositary, the custodian, or any nominee in connection with the servicing or delivery of deposited property.
ADS fees and charges payable upon (i) the issuance of ADSs and (ii) cancellation of ADSs will be payable by the person to whom ADSs are so issued (in the case of ADS issuances) and by the person whose ADSs are being cancelled (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or held via DTC, the ADS issuance and cancellation fees and charges will be payable by the DTC participant(s) receiving ADSs or whose ADSs are being cancelled, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account(s) of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs.
101
In the event of refusal to pay the Depositary fees, the Depositary may, under the terms of the Deposit Agreement, refuse the requested service until payment is received or may set off the amount of the Depositary fees from any distribution to be made to the ADS holder. Certain of the depositary fees and charges (such as the ADS services fee) may become payable shortly after the Closing Date. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the Depositary. You will receive prior notice of such changes. The Depositary may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the Depositary agree from time to time.
Depositary Payments
In 2025, we received direct reimbursement of US$2,400,495.40 (net of U.S. withholding tax) from Citibank, N.A., the depositary bank for our ADR programs.
Disclosure Controls and Procedures
As of December 31, 2025, our management, with the participation of our principal executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15I and 15(d)-15(e) under the Exchange Act. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature can provide only reasonable assurance regarding management’s control objectives. Based on this evaluation, our principal executive officer and chief financial officer concluded that our disclosure controls and procedures are effective for recording, processing, summarizing and reporting, within the time periods specified in the SEC’s rules and forms, for information required to be disclosed in the reports we file or submit under the Exchange Act, and for accumulating and communicating such information to our management, including our principal executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
Based on this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting is effective based on those criteria.
102
Our evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 did not include an evaluation of the internal control over financial reporting of GOODCARE and HydroTron, which we acquired during 2025, and whose financial statements constituted less than 1% of net and total assets, operating revenues, and profit of the respective consolidated financial statement amounts as of and for the year ended December 31, 2025.
Our independent registered public accounting firm, Deloitte & Touche, assessed the effectiveness of our internal control over financial reporting. Deloitte & Touche has issued an attestation report, which is included below.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of
ASE Technology Holding Co., Ltd.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of ASE Technology Holding Co., Ltd. (a Republic of China corporation) and its subsidiaries (collectively, the “Group”) as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Group and our report dated March 27, 2026, expressed an unqualified opinion on those consolidated financial statements.
As described in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Goodcare Holdings Inc. and its subsidiaries (collectively the “GOODCARE”), and HydroTron Power Co., Ltd. (the “HydroTron”), which were acquired in 2025, and whose financial statements constituted less than 1% of net and total assets, operating revenues, and profit of the respective consolidated financial statement amounts as of and for the year ended December 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at GOODCARE and HydroTron.
Basis for Opinion
The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
103
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche
Taipei, Taiwan
Republic of China
March 27, 2026
Changes in Internal Control over Financial Reporting
Other than as explained below, there has been no change in our internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting during 2025.
During 2025, we acquired control of GOODCARE and HydroTron. As a result of the timing, breadth and complexity of this transaction, we increased the level of resources devoted to applying our internal processes and controls to the financial closing process. In 2026, we expect the following with respect to these acquired businesses: (1) they will continue transitioning to our accounting and reporting policies and processes, (2) they will assess the design and operating effectiveness of their internal control systems based on criteria established in the Internal Control- Integrated Framework (2013) issued by the COSO, and (3) their control systems and processes will be integrated into our framework of internal controls over financial reporting. These actions may precipitate changes in our processes or controls.
Our board of directors determined that Shen-Fu Yu, Mei-Yueh Ho, and Wen-Chyi Ong are audit committee financial experts as defined under the applicable rules of the SEC issued pursuant to Section 407 of the Sarbanes-Oxley Act of 2002 and are independent for the purposes of Rule 10A-3 of the Exchange Act.
We have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”), which satisfies the requirements of Item 16B of Form 20-F and applies to all employees, officers, supervisors, and directors of our Company and subsidiaries, including our principal executive officer, chief financial officer, and principal accounting officer. The Code of Ethics contains the policies with respect to anti-corruption, fair competition, anti-money laundering, whistleblowing, and regulatory compliance. The robust and effective policies and procedures have been built in the Code of Ethics to enable us to persistently maintain high ethical standards of business conduct. We have continued to implement the Code of Ethics through promoting awareness and educational activities among our employees, officers, supervisors, and directors of our Company and subsidiaries in daily operation. For further details on the Code of Ethics, please refer to our website at https://ir.aseglobal.com/html/ir_doc.php
104
Policy on Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm
Our audit committee pre-approves all audit and non-audit services provided by our independent registered public accounting firm, including audit services, audit-related services, tax services and other services, on a case-by-case basis.
Independent Registered Public Accounting Firm’s Fees
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Deloitte & Touche and its network of member firms and their related entities.
Audit fees(1)
Audit-related fees(2)
Tax fees(3)
All other fees(4)
Audit fees are defined as the standard audit and review work that needs to be performed each year in order to issue an opinion on our consolidated financial statements and to issue reports on the local statutory financial statements. It also includes services that can only be provided by our auditor such as statutory audits required by the Tax Bureau of the R.O.C. and the Customs Bureau of the R.O.C., consents, and comfort letters and any other audit services required for SEC or other regulatory filings.
Audit-related fees consist of assurance and related services by Deloitte & Touche and its network of member firms and their related entities that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under Audit Fees. The service for the fees disclosed under this category relate to cash capital increase and bonds offering.
Tax fees consist of professional services rendered by Deloitte & Touche and its network of member firms and their related entities for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
Other fees primarily consist of a risk management advisory fee and a business operation and process advisory fee, among others.
Neither we, nor the affiliated purchasers of the Company, have purchased any of our Common Shares during 2025.
As a company listed on the NYSE, we are subject to certain corporate governance rules of the NYSE. The application of the NYSE’s corporate governance rules is limited for foreign private issuers, recognizing that they must comply with domestic requirements. As a foreign private issuer, we must comply with the following NYSE corporate governance rules: 1) satisfy the audit committee requirements of the SEC; 2) the principal executive officer must promptly notify the NYSE in writing upon becoming aware of any material non-compliance with applicable NYSE corporate governance rules; 3) submit annual and interim affirmations to the NYSE regarding compliance with applicable NYSE corporate governance requirements; and 4) provide a brief description of any significant differences between our corporate governance practices and those required of U.S. companies under the NYSE listing standards. The table below sets forth the significant differences between our corporate governance practices and those required of U.S. companies under the NYSE listing standards.
105
New York Stock Exchange CorporateGovernance Rules Applicable to U.S. Companies
Description of Significant Differences Between OurGovernance Practices and the NYSE CorporateGovernance Rules Applicable to U.S. Companies
We do not have a nominating/corporate governance committee. The R.O.C. Company Law does not require companies incorporated in the R.O.C. to have a nominating/corporate governance committee. Currently, our board of directors performs the duties of a corporate governance committee and regularly reviews our corporate governance principles and practices. In addition, our chief administration officer was appointed as the corporate governance officer by the board of directors to facilitate the operation of the board of directors.
The R.O.C. Company Law requires that directors be elected by shareholders. Under R.O.C. laws and regulations, companies that have independent directors are required to adopt a candidate nomination system for the election of independent directors. The directors (including independent directors) of the company listed on the TWSE or the Taipei Exchange shall be elected by adopting the candidate nomination system. Our three independent directors were elected through the candidate nomination system provided in our Articles of Incorporation.
106
107
108
*Articles of Incorporation of the Registrant (English translation) (incorporating all amendments as of June 25, 2025)
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 Form 20-F (File No. 001-16125) for the year ended December 31, 2019 filed on March 31, 2020, as amended).
Description of Securities (incorporated by reference to Exhibit 2(b) to our annual report on Form 20-F (File No. 001-16125) for the year ended December 31, 2021 filed on March 29, 2022).
^Asset Purchase Agreement dated July 3, 1999 among ASE (Chung Li) Inc., ASE Inc., Motorola Electronics Taiwan, Ltd. and Motorola, Inc. (incorporated by reference to Exhibit 10.2 to ASE Test’s registration statement on Form F-3 (File No. 333-10892) filed on September 27, 1999 (the “ASE Test 1999 Form-3”)).
Agreement dated June 5, 2002 among ASE (Chung Li) Inc., ASE Inc., Motorola Electronics Taiwan, Ltd. and Motorola, Inc. amending certain earn-out arrangements provided for in Section 2.09(b)(ii)(D) of the Asset Purchase Agreement dated July 3, 1999 among the same parties (incorporated by reference to Exhibit 4(b) to our annual report on Form 20-F (File No. 001-16125) for the year ended December 31, 2002 filed on June 30, 2003).
^Stock Purchase Agreement dated July 3, 1999 among ASE Investment (Labuan) Inc., ASE Inc., Motorola Asia Ltd. and Motorola, Inc. relating to the purchase and sale of 100.0% of the common stock of Motorola Korea Ltd. (incorporated by reference to Exhibit 10.3 to the ASE Test 1999 Form F-3).
†BGA Immunity Agreement dated January 25, 1994 between ASE Inc. and Motorola, Inc. (incorporated by reference to Exhibit 10.6 to the Form F-1).
†Amendment dated March 18, 2003 renewing the BGA Immunity Agreement dated January 25, 1994 between ASE Inc. and Motorola, Inc. (incorporated by reference to Exhibit 4(g) to our annual report on Form 20-F (File No. 001-16125) for the year ended December 31, 2003 filed on June 30, 2004).
Consent dated June 9, 2004 to the Assignment of the BGA Immunity Agreement between ASE Inc. and Motorola, Inc. dated January 25, 1994 (incorporated by reference to Exhibit 4(h) to our annual report on Form 20-F (File No. 001-16125) for the year ended December 31, 2003 filed on June 30, 2004).
Asset Purchase Agreement by and among Flextronics Manufacturing (M) Sdn. Bhd., as Buyer, ASE Electronics (M) Sdn. Bhd., as Company, dated October 3, 2005 (incorporated by reference to Exhibit 4(g) to our annual report on Form 20-F (File No. 001-16125) for the year ended December 31, 2005 filed on June 19, 2006).
Joint Venture Agreement dated July 14, 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 Form 20-F (File No. 001-16125) for the year ended December 31, 2006 filed on June 25, 2007, as amended).
112
Sale and Purchase Agreement dated January 11, 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 Form 20-F (File No. 001-16125) for the year ended December 31, 2006 filed on June 25, 2007, as amended).
Equity Interests Transfer Agreement dated August 6, 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 Form 20-F (File No. 001-16125) for the year ended December 31, 2008 filed on June 24, 2009).
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 Schedule 13E-3 (File No. 005-55723) filed by ASE Test on January 4, 2008).
Syndicated Loan Agreement in the amount of NT$24,750 million 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 Form 20-F (File No. 001-16125) for the year ended December 31, 2008 filed on June 24, 2009).
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 Form 20-F (File No. 001-16125) for the year ended December 31, 2008 filed on June 24, 2009).
Syndicated Loan Agreement in the amount of US$200 million 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 Form 20-F (File No. 001-16125) for the year ended December 31, 2008 filed on June 24, 2009).
Equity Purchase Agreement dated October 25, 2011 between PowerASE Technology, Inc. and certain shareholders of Lu-Chu Development Corporation relating to our acquisition of 72.97% of all the outstanding ordinary shares of Lu-Chu Development Corporation (incorporated by reference to Exhibit 4(o) to our annual report on Form 20-F (File No. 001-16125) for the year ended December 31, 2011 filed on April 20, 2012).
Equity Purchase Agreement dated October 25, 2011 between PowerASE Technology, Inc. and shareholders of Lu-Chu Development Corporation listed on Schedule I thereto relating to our acquisition of 9.3% of all the outstanding ordinary shares of Lu-Chu Development Corporation (incorporated by reference to Exhibit 4(p) to our annual report on Form 20-F (File No. 001-16125) for the year ended December 31, 2011 filed on April 20, 2012).
Equity Purchase Agreement dated November 17, 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 Form 20-F (File No. 001-16125) for the year ended December 31, 2011 filed on April 20, 2012).
Equity Purchase Agreement dated January 13, 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 Exhibit 4(r) to our annual report on Form 20-F (File No. 001-16125) for the year ended December 31, 2011 filed on April 20, 2012).
113
Equity Purchase Agreement dated January 13, 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 Form 20-F (File No. 001-16125) for the year ended December 31, 2011 filed on April 20, 2012).
Joint Share Exchange Agreement dated June 30, 2016 between ASE and SPIL relating to our proposed acquisition of 100% of the common shares and American depositary shares of SPIL (incorporated by reference to Annex A to our registration statement on Form F-4 (File No. 333-214752) filed on November 22, 2016).
**Syndicated Loan Agreement in the amount of NT$90,000 million dated April 30, 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 Form 20-F (File No. 001-16125) for the year ended December 31, 2018 filed on April 26, 2019).
ASE Technology Holding Co., Ltd. 2021 Restricted Stock Awards Plan (English translation) (incorporated by reference to Exhibit 99.1 to our registration statement on Form S-8 (File No. 333-263006) filed on February 25, 2022).
**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 Form 20-F (File No. 001-16125) for the year ended December 31, 2021 filed on March 29, 2022).
ASE Technology Holding Co., Ltd. 2024 Restricted Stock Awards Plan (English translation) (incorporated by reference to Exhibit 99.1 to our registration statement on Form S-8 (File No. 333- 281564) filed on August 15, 2024).
*List of Subsidiaries
Administrative and Practice Procedures to Prevent Insider Trading (English translation) (incorporated by reference to Exhibit 11 to our annual report on Form 20-F (File No. 001-16125) for the year ended December 31, 2024 filed on March 27, 2025).
*Certification of Jason C.S. Chang, required by Rule 13a-14(a) of the Exchange Act.
*Certification of Joseph Tung, required by Rule 13a-14(a) of the Exchange Act.
*Certification of the Principal Executive Officer required by Rule 13a-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code
*Certification of the Chief Financial Officer required by Rule 13a-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code
*Consent of Deloitte & Touche
Compensation Recoupment Policy (incorporated by reference to Exhibit 97 to our annual report on Form 20-F (File No. 001-16125) for the year ended December 31, 2023 filed on April 3, 2024).
114
Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit have been redacted because they are both not material and the type that the Company treats as private or confidential
Filed in paper.
Filed herewith.
Schedules and annexes have been omitted.
The Company agrees to furnish to the SEC upon request a copy of any instrument which defines the rights of holders of long-term debt of the Company and its consolidated subsidiaries.
115
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing an annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
ASE TECHNOLOGY HOLDING CO., LTD.
By:
/s/ Joseph Tung
Name: Joseph Tung
Title: Chief Financial Officer
Date: April 1, 2026
116