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

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).

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.

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.

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:

Replenishment of deficits;

10.0% as legal reserve;

Special reserve appropriated or reversed in accordance with laws or regulations set forth by the authorities concerned;

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.

Others equity items

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	)

Unrealized gain (loss) on financial assets at F

VTO


	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

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

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	)

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.

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