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Equity | 12 Months Ended
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Dec. 31, 2022
Text block [abstract] |
Equity |
24. | EQUITY
| a. | Share capital
Ordinary shares
|  |  |  |  | December 31 |
|  |  |  |  | 2021 |  |  | 2022 |
Numbers of shares authorized (in thousands) |  |  |  |  |  |  | 5,500,000 |  |  |  | 5,500,000 |
Numbers of shares reserved (in thousands) |  |  |  |  |  |  |  |  |  |  |  |
Employee share options |  |  |  |  |  |  | 400,000 |  |  |  | 400,000 |
Number of shares issued and fully paid (in thousands) |  |  |  |  |  |  | 4,408,650 |  |  |  | 4,367,984 |
|  | December 31 |
|  | 2021 |  |  | 2022 |
|  | NT$ |  |  | NT$ |  |  | US$ (Note 4) |
Share capital authorized |  | $ | 55,000,000 |  |  | $ | 55,000,000 |  |  | $ | 1,789,782 |
Share capital reserved |  |  |  |  |  |  |  |  |  |  |  |
Employee share options |  | $ | 4,000,000 |  |  | $ | 4,000,000 |  |  | $ | 130,166 |
American Depositary Receipts The Company’s ADS represents 2 ordinary shares of the Company. As of both December 31, 2021 and 2022, 157,164 thousand ADSs were outstanding and represented approximately 314,328 thousand ordinary shares of the Company.
| b. | Capital surplus
|  | December 31 |
|  | 2021 |  |  | 2022 |
|  | 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 |  | $ | 16,049,286 |  |  | $ | 15,072,129 |  |  | $ | 490,470 |
Merger by share exchange |  |  | 117,693,658 |  |  |  | 117,693,658 |  |  |  | 3,829,927 |
Difference between consideration and the carrying amount of the subsidiaries’ net assets during actual disposal or acquisition |  |  | 3,240,987 |  |  |  | 3,240,987 |  |  |  | 105,467 |
Exercised employee share options |  |  | 2,362,951 |  |  |  | 2,943,447 |  |  |  | 95,784 |
Treasury share transactions |  |  | 816,186 |  |  |  | 38,404 |  |  |  | 1,250 |
Donations from shareholders |  |  | — |  |  |  | 471,894 |  |  |  | 15,356 |
Expired share options (Note 28) |  |  | 645,903 |  |  |  | 646,447 |  |  |  | 21,036 |
|  |  | 140,808,971 |  |  |  | 140,106,966 |  |  |  | 4,559,290 |
May be used to offset a deficit only |  |  |  |  |  |  |  |  |  |  |  |
Changes in percentage of ownership interest in subsidiaries (2) |  | $ | 1,451 |  |  | $ | 117,537 |  |  | $ | 3,825 |
Share of changes in capital surplus of associates accounted for using the equity method |  |  | 10,706 |  |  |  | 18,329 |  |  |  | 596 |
Dividends that the claim period has elapsed and unclaimed by shareholders |  |  | 5,183 |  |  |  | 6,043 |  |  |  | 197 |
Exercised disgorgement |  |  | — |  |  |  | 326 |  |  |  | 10 |
|  |  | 17,340 |  |  |  | 142,235 |  |  |  | 4,628 |
May not be used for any purpose |  |  |  |  |  |  |  |  |  |  |  |
Employee share options |  |  | 1,442,132 |  |  |  | 1,425,171 |  |  |  | 46,377 |
Employee restricted stock awards |  |  | 1,193,782 |  |  |  | 778,387 |  |  |  | 25,330 |
Others (3) |  |  | 230,943 |  |  |  | 154,731 |  |  |  | 5,035 |
|  |  | 2,866,857 |  |  |  | 2,358,289 |  |  |  | 76,742 |
|  | $ | 143,693,168 |  |  | $ | 142,607,490 |  |  | $ | 4,640,660 |
| 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 effects of changes in ownership interests in subsidiaries resulting from equity transactions other than actual disposals or acquisitions, 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.
| c. | Retained earnings and dividend policy
The Articles of Incorporation of the Company (the “Articles”) 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;
| 4) | If annual net income remains, a proposal for the distribution of such amount together with a part or all of the accumulated undistributed profits from previous years shall be prepared by the board of directors and submit to the shareholders’ meeting for resolution. However, the distributable dividends may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and, in addition, a report of such distribution shall be submitted to the shareholders’ meeting.
For the policies on the distribution of employees’ compensation and remuneration of directors, refer to employees’ compensation and remuneration of directors in Note 25(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 submitted 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. 1090150022 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 2020 and 2021 were as follows:
|  | Appropriation of Earnings |  |  | Dividends Per Share |
|  | For Year 2020 |  |  | For Year 2021 |  |  | For Year 2020 |  |  | For Year 2021 |
|  | NT$ |  |  | NT$ |  |  | NT$ |  |  | NT$ |
|  |  |  |  |  |  |  | (in dollars) |  |  | (in dollars) |
Legal reserve |  | $ | 2,398,814 |  |  | $ | 6,282,762 |  |  |  |  |  |  |  |  |
Special reserve (reversed) |  |  | (1,278,670 | ) |  |  | 798,025 |  |  |  |  |  |  |  |  |
Cash dividends |  |  | 18,389,856 |  |  |  | 30,501,981 |  |  | $ | 4.2 |  |  | $ | 7.0 |
|  | $ | 19,510,000 |  |  | $ | 37,582,768 |  |  |  |  |  |  |  |  |
The proposed appropriations of earnings for 2020 had been resolved in the Company’s annual shareholders’ meeting in August 2021. The 2021 appropriations of earnings for cash dividends had been resolved by the Company’s board of directors in March 2022; the other proposed appropriations items for 2021 had been resolved by the shareholders in the meeting held in June 2022.
| d. | Others equity items
| 1) | Exchange differences on translating foreign operations
|  | For the Year Ended December 31 |
|  | 2020 |  |  | 2021 |  |  | 2022 |
|  | NT$ |  |  | NT$ |  |  | NT$ |  |  | US$ (Note 4) |
Balance at January 1 |  | $ | (10,762,684 | ) |  | $ | (11,641,939 | ) |  |  | $(15,393,646 | ) |  | $ | (500,932 | )
Recognized for the year |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exchange differences arising on translating foreign operations |  |  | (1,173,204 | ) |  |  | (3,203,730 | ) |  |  | 9,981,949 |  |  |  | 324,827 |
|  | For the Year Ended December 31 |
|  | 2020 |  |  | 2021 |  |  | 2022 |
|  | NT$ |  |  | NT$ |  |  | NT$ |  |  | US$ (Note 4) |
Share from associates and joint ventures accounted for using the equity method |  | $ | 101,038 |  |  | $ | 21,307 |  |  | $ | (117,691 | ) |  | $ | (3,830 | )
Reclassification |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Disposal of associates and joint venture accounted for using the equity method |  |  | 29,971 |  |  |  | — |  |  |  | — |  |  |  | — |
Disposal of foreign operations |  |  | 162,940 |  |  |  | (569,284 | ) |  |  | — |  |  |  | — |
Balance at December 31 |  | $ | (11,641,939 | ) |  | $ | (15,393,646 | ) |  | $ | (5,529,388 | ) |  | $ | (179,935 | )
| 2) | Unrealized gain (loss) on financial assets at F VTO CI
|  | For the Year Ended December 31 |
|  | 2020 |  |  | 2021 |  |  | 2022 |
|  | NT$ |  |  | NT$ |  |  | NT$ |  |  | US$ (Note 4) |
Balance at January 1 |  | $ | (203,098 | ) |  | $ | 2,027,902 |  |  | $ | 4,190,361 |  |  | $ | 136,361 |
Unrealized gain (loss) recognized during the year Debt instruments |  |  | (2,136 | ) |  |  | 63,722 |  |  |  | (16,746 | ) |  |  | (545 | )
Equity instruments |  |  | (405,020 | ) |  |  | (8,671 | ) |  |  | (8,360 | ) |  |  | (272 | )
Share from associates and joint ventures accounted for using the equity method |  |  | 2,655,570 |  |  |  | 3,599,703 |  |  |  | (2,928,173 | ) |  |  | (95,287 | )
Other comprehensive income for the year |  |  | 2,248,414 |  |  |  | 3,654,754 |  |  |  | (2,953,279 | ) |  |  | (96,104 | )
Disposal of associates and joint ventures accounted for using the equity method |  |  | 1,094 |  |  |  | — |  |  |  | — |  |  |  | — |
Cumulative unrealized loss of equity instruments transferred to retained earnings due to disposal |  |  | 16,383 |  |  |  | 33,258 |  |  |  | 190,500 |  |  |  | 6,199 |
|  | For the Year Ended December 31 |
|  | 2020 |  |  | 2021 |  |  | 2022 |
|  | NT$ |  |  | NT$ |  |  | NT$ |  |  | US$ (Note 4) |
Cumulative unrealized gain transferred to retained earnings due to disposal of equity instruments in relation to associates and joint venture accounted for using the equity method |  | $ | (34,891 | ) |  | $ | (1,525,553 | ) |  | $ | (152,077 | ) |  | $ | (4,949 | )
Balance at December 31 |  | $ | 2,027,902 |  |  | $ | 4,190,361 |  |  | $ | 1,275,505 |  |  | $ | 41,507 |
| 3) | Gain (loss) on hedging instruments - hedges of net investments of foreign operations
|  | For the Year Ended December 31 |
|  | 2020 |  |  | 2021 |  |  | 2022 |
|  | NT$ |  |  | NT$ |  |  | NT$ |  |  | US$ (Note 4) |
Balance at January 1 |  | $ | — |  |  | $ | (429,265 | ) |  | $ | 121,833 |  |  | $ | 3,965 |
Recognized during the year |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency risk – loans denominated in foreign currency |  |  | (429,265 | ) |  |  | 551,098 |  |  |  | 398,448 |  |  |  | 12,966 |
Balance at December 31 |  | $ | (429,265 | ) |  | $ | 121,833 |  |  | $ | 520,281 |  |  | $ | 16,931 |
| 4) | Unearned employee compensation
In August 2021, the shareholders’ meeting resolved to issue restricted stock awards to employees. Refer to Note 28 for the information.
|  | For the Year Ended December 31 |
|  | 2021 |  |  | 2022 |
|  | NT$ |  |  | NT$ |  |  | US$ (Note 4) |
Balance at January 1 |  | $ | — |  |  | $ | (1,164,991 | ) |  | $ | (37,911 | )
Issuance of employee restricted stock awards |  |  | (1,343,782 | ) |  |  | — |  |  |  | — |
Share-based payment expenses |  |  | 178,791 |  |  |  | 728,748 |  |  |  | 23,715 |
Valuation adjustments |  |  | — |  |  |  | 3,396 |  |  |  | 111 |
Balance at December 31 |  | $ | (1,164,991 | ) |  | $ | (432,847 | ) |  | $ | (14,085 | )
| e. | Treasury shares
Purpose of Repurchase |  | Shares repurchased for cancellation |  |  | Shares held by subsidiaries |  |  | Total |
|  | (in thousand shares) |  |  | (in thousand shares) |  |  | (in thousand shares) |
Balance at January 1, 2021 |  |  | — |  |  |  | 72,941 |  |  |  | 72,941 |
Increase during the year |  |  | 53,067 |  |  |  | — |  |  |  | 53,067 |
Balance at December 31, 2021 |  |  | 53,067 |  |  |  | 72,941 |  |  |  | 126,008 |
Increase during the year |  |  | 1,933 |  |  |  | — |  |  |  | 1,933 |
Decrease during the year |  |  | (55,000 | ) |  |  | — |  |  |  | (55,000 | )
Balance at December 31, 2022 |  |  | — |  |  |  | 72,941 |  |  |  | 72,941 |
In order to maintain the Company’s credit and shareholders’ rights and interests, the Company’s board of directors resolved in November 2021 to repurchase up to 55,000 thousand of the Company’s ordinary shares for cancellation at prices between NT$90 to NT$150 per share during November 8, 2021 to January 7, 2022. The Company has repurchased 55,000 thousand shares at an average price of NT$104.3. In February 2022, the Company’s board of directors resolved that February 25, 2022 was the record date for capital reduction and completed the cancellation of those repurchased ordinary shares. In order to align with the Group’s financial strategy to simplify its investment management, ASE Test and J&R Holding reduced capital in the fourth quarter of 2022 by remitting 44,100 thousand and 23,352 thousand common shares of the Company, respectively, to their shareholder, ASE. The Company’s shares held by its subsidiaries at each balance sheet date were as follows:
|  | Shares Held by Subsidiaries |  |  | Carrying Amount |  |  | Carrying Amount |  |  | Fair Value |  |  | Fair Value |
|  | (in thousand shares) |  |  | NT$ |  |  | US$ (Note 4) |  |  | NT$ |  |  | US$ (Note 4) |
December 31, 2021 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
ASE Test |  |  | 44,100 |  |  | $ | 1,380,721 |  |  |  |  |  |  | $ | 4,696,675 |  |  |  |  |
J&R Holding |  |  | 23,352 |  |  |  | 381,709 |  |  |  |  |  |  |  | 2,486,975 |  |  |  |  |
ASE Test, Inc. |  |  | 5,489 |  |  |  | 196,677 |  |  |  |  |  |  |  | 584,620 |  |  |  |  |
|  |  | 72,941 |  |  | $ | 1,959,107 |  |  |  |  |  |  | $ | 7,768,270 |  |  |  |  |
December 31, 2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
ASE |  |  | 67,452 |  |  | $ | 1,762,430 |  |  | $ | 57,352 |  |  | $ | 6,333,754 |  |  | $ | 206,110 |
ASE Test, Inc. |  |  | 5,489 |  |  |  | 196,677 |  |  |  | 6,400 |  |  |  | 515,454 |  |  |  | 16,774 |
|  |  | 72,941 |  |  | $ | 1,959,107 |  |  | $ | 63,752 |  |  | $ | 6,849,208 |  |  | $ | 222,884 |
Fair value (Level 1) of the Company’s shares held by subsidiaries is based on the closing price from an available published price quotation. Under the Securities and Exchange Act in the R.O.C., the Company shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as the rights to dividends and voting. The subsidiaries holding the aforementioned treasury shares are bestowed shareholders’ rights except the rights to participate in any share issuance for cash and voting.
| f. | Non-controlling interests
|  | For the Year Ended December 31 |
|  | 2020 |  |  | 2021 |  |  | 2022 |
|  | NT$ |  |  | NT$ |  |  | NT$ |  |  | US$ (Note 4) |
Balance at January 1 |  | $ | 13,374,912 |  |  | $ | 15,622,009 |  |  | $ | 14,544,415 |  |  | $ | 473,297 |
Share of profit for the year |  |  | 1,681,320 |  |  |  | 2,099,830 |  |  |  | 3,116,549 |  |  |  | 101,418 |
Other comprehensive income (loss) for the year |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exchange difference on translating foreign operations |  |  | 178,480 |  |  |  | (321,551 | ) |  |  | 344,780 |  |  |  | 11,220 |
Unrealized gain (loss) on equity instruments at FVTOCI |  |  | 1,321 |  |  |  | 50,679 |  |  |  | (44,852 | ) |  |  | (1,460 | )
Gain (loss) from hedging |  |  | (145,559 | ) |  |  | 187,502 |  |  |  | 110,781 |  |  |  | 3,605 |
Remeasurement on defined benefit plans |  |  | (9,075 | ) |  |  | 1,497 |  |  |  | 51,582 |  |  |  | 1,679 |
Share in other comprehensive income from associates accounted for using the equity method |  |  | — |  |  |  | 7,902 |  |  |  | (35,142 | ) |  |  | (1,144 | )
Non-controlling interests arising from acquisition or disposal of subsidiaries (Note 29) |  |  | 298 |  |  |  | — |  |  |  | — |  |  |  | — |
Acquisition of non-controlling interests in subsidiaries (Note 31) |  |  | (116,738 | ) |  |  | — |  |  |  | — |  |  |  | — |
Issuance of ordinary shares by subsidiaries (Note 29) |  |  | 1,711,453 |  |  |  | — |  |  |  | — |  |  |  | — |
Subsidiaries’ buy back of their own outstanding ordinary shares (Note 31) |  |  | (2,299,533 | ) |  |  | (2,748,521 | ) |  |  | (312,775 | ) |  |  | (10,178 | )
Equity component of convertible bonds issued by subsidiaries |  |  | — |  |  |  | 393,199 |  |  |  | 1,092,004 |  |  |  | 35,535 |
Non-controlling interest relating to outstanding vested employee share options granted by subsidiaries |  |  | 1,591,904 |  |  |  | 314,398 |  |  |  | 315,871 |  |  |  | 10,279 |
Cash dividends to non-controlling interests |  |  | (346,774 | ) |  |  | (1,062,529 | ) |  |  | (575,089 | ) |  |  | (18,715 | )
Balance at December 31 |  | $ | 15,622,009 |  |  | $ | 14,544,415 |  |  | $ | 18,608,124 |  |  | $ | 605,536 |

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