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Equity | 12 Months Ended
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Dec. 31, 2019
Text block [abstract] |
Equity |
25. | EQUITY
| a. | Share capital
Ordinary shares
|  | December 31
|  | 2018 |  | 2019
Numbers of shares authorized (in thousands) |  |  | 5,000,000 |  |  |  | 5,000,000 |
Numbers of shares reserved (in thousands) |  |  |  |  |  |  |  |
Employee share options |  |  | 400,000 |  |  |  | 400,000 |
Number of shares issued and fully paid (in thousands) |  |  | 4,321,714 |  |  |  | 4,330,528 |
|  | December 31
|  | 2018 |  | 2019
|  | NT$ |  | NT$ |  | US$ (Note 4)
Share capital authorized |  | $ | 50,000,000 |  |  | $ | 50,000,000 |  |  | $ | 1,671,682 |
Share capital reserved |  |  |  |  |  |  |  |  |  |  |  |
Employee share options |  | $ | 4,000,000 |  |  | $ | 4,000,000 |  |  | $ | 133,735 |
Share capital issued and fully paid |  | $ | 43,217,144 |  |  | $ | 43,305,287 |  |  | $ | 1,447,853 |
American Depositary Receipts The Company’s ADS represents 2 ordinary shares of the Company. As of December 31, 2018 and 2019, 140,042 thousand and 125,542 thousand ADSs were outstanding and represented approximately 280,085 thousand and 251,084 thousand ordinary shares of the Company, respectively.
| b. | Capital surplus
|  | December 31
|  | 2018 |  | 2019
|  | NT$ |  | NT$ |  | US$ (Note 4)
May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (1) |  |  |  |  |  |  |  |  |  |  |  |
Issuance of ordinary shares |  | $ | 12,906,401 |  |  | $ | 13,070,330 |  |  | $ | 436,989 |
Merger by share exchange |  |  | 117,693,658 |  |  |  | 117,693,658 |  |  |  | 3,934,927 |
Difference between consideration and the carrying amount of the subsidiaries’ net assets during actual disposal or acquisition |  |  | 6,034,102 |  |  |  | 3,254,489 |  |  |  | 108,809 |
|  |  | 136,634,161 |  |  |  | 134,018,477 |  |  |  | 4,480,725 |
May be used to offset a deficit only |  |  |  |  |  |  |  |  |  |  |  |
Changes in percentage of ownership interest in subsidiaries (2) |  |  | 3,727,336 |  |  |  | 891,876 |  |  |  | 29,819 |
Treasury share transactions |  |  | 182,354 |  |  |  | 364,708 |  |  |  | 12,193 |
Exercised employee share options |  |  | 1,366,480 |  |  |  | 1,443,995 |  |  |  | 48,278 |
Expired share options (Note 29) |  |  | 645,978 |  |  |  | 645,903 |  |  |  | 21,595 |
Share of changes in capital surplus of associates |  |  | 87,136 |  |  |  | 16,266 |  |  |  | 544 |
Dividends that the claim period has elapsed and unclaimed by shareholders |  |  | 872 |  |  |  | 1,942 |  |  |  | 65 |
|  |  | 6,010,156 |  |  |  | 3,364,690 |  |  |  | 112,494 |
May not be used for any purpose |  |  |  |  |  |  |  |  |  |  |  |
Employee share options |  |  | 583,542 |  |  |  | 1,304,250 |  |  |  | 43,606 |
Others (3) |  |  | 48,805 |  |  |  | 222,946 |  |  |  | 7,454 |
|  |  | 632,347 |  |  |  | 1,527,196 |  |  |  | 51,060 |
|  | $ | 143,276,664 |  |  | $ | 138,910,363 |  |  | $ | 4,644,279 |
| 1) | Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).
| 2) | Such capital surplus arises from the effect of changes in ownership interest in a subsidiary resulted from equity transactions other than actual disposal or acquisition, or from changes in capital surplus of subsidiaries accounted for using the equity method.
| 3) | Such capital surplus represents the excess of the carrying amount of related accounts over the par value due to employee share options exercised and the Company has not completed registration formalities.
The Company’s special shareholders’ meeting held in June 2018 resolved to distribute cash to its shareholders in the amount of NT$10,795,980 thousand from capital surplus arising from issuance of ordinary shares.
| c. | Retained earnings and dividend policy
The amended Articles of Incorporation of the Company (the “Articles”) approved in shareholders’ meeting in June 2019 provides that annual net income shall be distributed in the following order:
| 1) | Replenishment of deficits;
| 2) | 10.0% as legal reserve;
| 3) | Special reserve appropriated or reversed in accordance with laws or regulations set forth by the authorities concerned;
For the policies on the distribution of employees’ compensation and remuneration of directors, refer to employees’ compensation and remuneration of directors in Note 26(g). The Company is currently in the mature growth stage. To meet the capital needs for business development now and in the future and satisfy the shareholders’ demand for cash inflows, the Company shall use residual dividend policy to distribute dividends, of which the cash dividend is not lower than 30% of the total dividend distribution, with the remainder to be distributed in shares. A distribution plan is also to be made by the board of directors and passed for resolution in the shareholders’ meeting. Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s share capital. Legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s share capital, the excess may be transferred to capital or distributed in cash. Items referred to under Rule No. 1010012865 and Rule No. 1010047490 issued by the Financial Supervisory Commission R.O.C. and in the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company. The appropriation of earnings for 2018 resolved at the Company’s shareholders’ meeting in June 2019, was as follows:
|  | Appropriation of Earnings |  | Dividends Per Share
|  | NT$ |  | US$ (Note 4) |  | NT$ |  | US$ (Note 4)
|  |  |  |  |  | (in dollars) |  | (in dollars)
Legal reserve |  | $ | 2,203,895 |  |  | $ | 73,684 |  |  |  |  |  |  |  |  |
Special reserve |  |  | 3,548,844 |  |  |  | 118,651 |  |  |  |  |  |  |  |  |
Cash dividends |  |  | 10,806,454 |  |  |  | 361,299 |  |  | $ | 2.50 |  |  | $ | 0.1 |
|  | $ | 16,559,193 |  |  | $ | 553,634 |  |  |  |  |  |  |  |  |
| d. | Others equity items
1) Exchange differences on translating foreign operations
|  | For the Year Ended December 31
|  | 2017 |  | 2018 |  | 2019
|  | NT$ |  | NT$ |  | NT$ |  | US$ (Note 4)
Balance at January 1 |  | $ | (1,643,623 | ) |  | $ | (6,733,659 | ) |  | $ | (5,888,574 | ) |  | $ | (196,876 | )
Exchange differences on translating foreign operations |  |  | (4,952,815 | ) |  |  | 426,186 |  |  |  | (4,788,135 | ) |  |  | (160,085 | )
Share from associates and joint venture accounted for using the equity method |  |  | (137,221 | ) |  |  | 136,608 |  |  |  | (85,975 | ) |  |  | (2,875 | )
Disposal of associates and joint venture accounted for using the equity method |  |  | — |  |  |  | 282,291 |  |  |  | — |  |  |  | — |
Balance at December 31 |  | $ | (6,733,659 | ) |  | $ | (5,888,574 | ) |  | $ | (10,762,684 | ) |  | $ | (359,836 | )
|  | 2) | Unrealized gain (loss) on available-for-sale financial assets
|  | For the Year Ended December 31, 2017
|  | NT$
Balance at January 1, 2017 |  | $ | (197,314 | )
Unrealized gain arising on revaluation of available-for-sale financial assets |  |  | 169,585 |
Cumulative loss reclassified to profit or loss on impairment of available-for-sale financial assets |  |  | 50,206 |
Cumulative gain reclassified to profit or loss on disposal of available-for-sale financial assets |  |  | (1,517 | )
Share from associates and joint venture accounted for using the equity method |  |  | 401,610 |
Balance at December 31, 2017 |  | $ | 422,570 |
| 3) | Unrealized gain (loss) on financial assets at FVTOCI
|  | For the Year Ended December 31
|  | 2018 |  | 2019
|  | NT$ |  | NT$ |  | US$ (Note 4)
Balance at January 1 |  | $ | 422,570 |  |  | $ | (1,015,107 | ) |  | $ | (33,939 | )
Adjustment on initial application of IFRS 9 |  |  | (287,053 | ) |  |  | — |  |  |  | — |
Balance at January 1 as adjusted |  |  | 135,517 |  |  |  | (1,015,107 | ) |  |  | (33,939 | )
Unrealized gain (loss) recognized during the year |  |  |  |  |  |  |  |  |  |  |  |
Debt instruments |  |  | (63,076 | ) |  |  | (2,052 | ) |  |  | (69 | )
Equity instruments |  |  | (398,513 | ) |  |  | (283,472 | ) |  |  | (9,477 | )
Share from associates and joint venture accounted for using the equity method |  |  | (555,271 | ) |  |  | 1,501,689 |  |  |  | 50,207 |
Realized loss (gain) recognized during the year |  |  |  |  |  |  |  |  |  |  |  |
Disposal of equity instruments and transferred cumulative gain to retained earnings |  |  | (1,518 | ) |  |  | — |  |  |  | — |
Disposal of associates and joint venture accounted for using the equity method |  |  | (133,364 | ) |  |  | — |  |  |  | — |
Share from associates and joint venture accounted for using the equity method |  |  | 1,118 |  |  |  | (404,156 | ) |  |  | (13,512 | )
Balance at December 31 |  | $ | (1,015,107 | ) |  | $ | (203,098 | ) |  | $ | (6,790 | )
e . Treasury shares (in thousand shares)
|  | Balance at |  |  |  |  |  | Balance at
|  | January 1 |  | Addition |  | Decrease |  | December 31
2017 |  |  |  |  |  |  |  |
Shares held by subsidiaries |  |  | 145,883 |  |  |  | — |  |  |  | — |  |  |  | 145,883 |
Shares reserved for bonds conversion |  |  | 120,000 |  |  |  | — |  |  |  | — |  |  |  | 120,000 |
|  |  | 265,883 |  |  |  | — |  |  |  | — |  |  |  | 265,883 |
2018 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Shares held by subsidiaries |  |  | 145,883 |  |  |  | — |  |  |  | (72,942 | ) |  |  | 72,941 |
Shares reserved for bonds conversion |  |  | 120,000 |  |  |  | — |  |  |  | (120,000 | ) |  |  | — |
Shares repurchased from dissenting shareholders in accordance with Business Mergers And Acquisitions Act |  |  | — |  |  |  | 1,852 |  |  |  | (1,852 | ) |  |  | — |
|  |  | 265,883 |  |  |  | 1,852 |  |  |  | (194,794 | ) |  |  | 72,941 |
2019 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Shares held by subsidiaries |  |  | 72,941 |  |  |  | — |  |  |  | — |  |  |  | 72,941 |
The Company’s shares held by its subsidiaries at each balance sheet date were as follows:
|  | Shares Held By Subsidiaries |  | Carrying Amount |  | Carrying Amount |  | Fair Value |  | Fair Value
|  | (in thousand shares) |  | NT$ |  | US$ (Note 4) |  | NT$ |  | US$ (Note 4)
December 31, 2018 |  |  |  |  |  |  |  |  |  |
ASE Test |  |  | 44,100 |  |  | $ | 1,380,721 |  |  |  |  |  |  | $ | 2,571,044 |  |  |  |  |
J&R Holding |  |  | 23,352 |  |  |  | 381,709 |  |  |  |  |  |  |  | 1,361,415 |  |  |  |  |
ASE Test, Inc. |  |  | 5,489 |  |  |  | 196,677 |  |  |  |  |  |  |  | 320,031 |  |  |  |  |
|  |  | 72,941 |  |  | $ | 1,959,107 |  |  |  |  |  |  | $ | 4,252,490 |  |  |  |  |
December 31, 2019 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
ASE Test |  |  | 44,100 |  |  | $ | 1,380,721 |  |  | $ | 46,162 |  |  | $ | 3,669,140 |  |  | $ | 122,673 |
J&R Holding |  |  | 23,352 |  |  |  | 381,709 |  |  |  | 12,762 |  |  |  | 1,942,876 |  |  |  | 64,957 |
ASE Test, Inc. |  |  | 5,489 |  |  |  | 196,677 |  |  |  | 6,576 |  |  |  | 456,717 |  |  |  | 15,270 |
|  |  | 72,941 |  |  | $ | 1,959,107 |  |  | $ | 65,500 |  |  | $ | 6,068,733 |  |  | $ | 202,900 |
Fair value (Level 1) of the Company’s shares held by subsidiaries is based on the closing price from an available published price quotation. In March 2018, ASE’s board of directors approved, in accordance with Business Mergers and Acquisitions Act, to repurchase ASE’s 1,852 thousand ordinary shares at $38.5 per share held by the shareholders dissenting on the share exchange transaction which has been approved by both of ASE and SPIL’s special shareholders’ meetings on February 12, 2018. In addition, ASE’s board of directors approved a capital reduction in April 2018 to cancel ASE’s 121,852 thousand treasury shares and the record date was April 9, 2018. ASE has completed the registration formalities before April 30, 2018. ASE issued ordinary shares in connection with its merger with its subsidiaries. The shares held by its subsidiaries were reclassified to treasury shares on the proportion owned by ASE. As disclosed in Note 1, ASE’s ordinary shares held by subsidiaries were exchanged to the Company’s ordinary shares on April 30, 2018 in accordance with the joint share exchange agreement. The subsidiaries holding the aforementioned treasury shares retain shareholders’ rights except the rights to participate in any capital increase by cash and voting.
| f. | Non-controlling interests
|  | For the Year Ended December 31
|  | 2017 |  | 2018 |  | 2019
|  | NT$ |  | NT$ |  | NT$ |  | US$ (Note 4)
Balance at January 1 |  | $ | 12,000,551 |  |  | $ | 13,190,129 |  |  | $ | 17,639,487 |  |  | $ | 589,752 |
Adjustment on initial application of IFRS 15 |  |  | — |  |  |  | 5,183 |  |  |  | — |  |  |  | — |
Balance at January 1 as adjusted |  |  | 12,000,551 |  |  |  | 13,195,312 |  |  |  | 17,639,487 |  |  |  | 589,752 |
Share of profit for the year |  |  | 1,677,941 |  |  |  | 1,203,588 |  |  |  | 1,207,974 |  |  |  | 40,387 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exchange difference on translating foreign operations |  |  | (334,920 | ) |  |  | (198,365 | ) |  |  | (414,010 | ) |  |  | (13,842 | )
Unrealized gain on available-for-sale financial assets |  |  | 5,763 |  |  |  | — |  |  |  | — |  |  |  | — |
Unrealized loss on equity instruments at FVTOCI |  |  | — |  |  |  | (23,928 | ) |  |  | (10,773 | ) |  |  | (360 | )
Remeasurement on defined benefit plans |  |  | (13,724 | ) |  |  | (30,079 | ) |  |  | (7,422 | ) |  |  | (248 | )
Non-controlling interests arising from acquisition of subsidiaries (Note 30) |  |  | — |  |  |  | 3,582,866 |  |  |  | 666,651 |  |  |  | 22,289 |
Subscribing for ordinary shares form subsidiaries’ cash capital increase |  |  | — |  |  |  | — |  |  |  | 83,044 |  |  |  | 2,776 |
Acquisition of non-controlling interests in subsidiaries (Note 32) |  |  | — |  |  |  | (2,492,915 | ) |  |  | (5,084,785 | ) |  |  | (170,003 | )
Partial disposal of subsidiaries (Note 32) |  |  | (3,055 | ) |  |  | 1,693,064 |  |  |  | — |  |  |  | — |
Subsidiaries’ buy back of their own outstanding ordinary shares (Note 32) |  |  | — |  |  |  | (801,884 | ) |  |  | (2,017,319 | ) |  |  | (67,446 | )
|  | For the Year Ended December 31
|  | 2017 |  | 2018 |  | 2019
|  | NT$ |  | NT$ |  | NT$ |  | US$ (Note 4)
Non-controlling interest relating to outstanding vested employee share options granted by subsidiaries |  | $ | 263,213 |  |  | $ | 1,936,643 |  |  | $ | 1,672,310 |  |  | $ | 55,911 |
Non-controlling interest relating to outstanding expired employee share options granted by subsidiaries |  |  | (159,200 | ) |  |  | — |  |  |  | — |  |  |  | — |
Cash dividends to non-controlling interests |  |  | (246,440 | ) |  |  | (424,815 | ) |  |  | (360,245 | ) |  |  | (12,044 | )
Balance at December 31 |  | $ | 13,190,129 |  |  | $ | 17,639,487 |  |  | $ | 13,374,912 |  |  | $ | 447,172 |

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