ASE Technology Holding(ASX) - 2021 Q4 - Annual Report

PART I This part provides an in-depth analysis of the company's business risks, operational structure, financial performance, governance, and key shareholder information Key Information This section outlines the principal risks faced by the company, categorized into business, acquisition-specific, country-related, and ownership risks Risks Relating to Our Business The company's business faces significant risks from industry cyclicality, intense competition, high fixed costs, supply chain disruptions, and customer concentration - The business is highly dependent on the cyclical semiconductor and electronics industries, with end-use applications in communications, computing, and consumer electronics accounting for the majority of revenues[25][26][27] - The company faces intense competition from other independent packaging and testing companies, integrated device manufacturers, and EMS providers, with some competitors receiving significant government subsidies[34][37] - Operations are characterized by high fixed costs, making profitability highly dependent on maintaining high capacity utilization rates[41][42] - A large portion of revenue is derived from a small group of customers, with the five largest customers accounting for 49.6% of operating revenues in 2021, and one customer individually accounting for more than 10.0%[63] - The company faces risks from potential U.S. trade policy changes and actions against P.R.C. technology companies, which could impact customers and supply chains[108][110][111] - The business is exposed to public health epidemics like COVID-19, which can disrupt supply chains, manufacturing capacity, and global business activities[102][103] Risks Relating to the SPIL Acquisition The SPIL acquisition created a holding company structure that may hinder synergies and introduce risks like increased tax liabilities or a stock trading discount - The holding company structure, with ASE and SPIL as separate wholly-owned subsidiaries, may lead to difficulties in creating synergies and could result in contingent risks like increased tax liabilities or a holding company trading discount[114][115] Risks Relating to Taiwan, R.O.C. Operations in Taiwan are vulnerable to political tensions with the P.R.C., natural disasters, and power outages, impacting business and investment value - Strained relations between the R.O.C. and the P.R.C. could negatively affect the business, financial condition, and the market price of its securities, with 57.0% of operating revenues derived from Taiwan operations in 2021[116][117] - Operations are vulnerable to natural disasters in Taiwan, including earthquakes, typhoons, and droughts, as well as industrial incidents like power outages, which could disrupt production[120][122][123] - The Holding Foreign Companies Accountable Act (HFCAA) poses a risk, as the company's securities may be prohibited from trading on the NYSE if the PCAOB cannot inspect its auditor for three consecutive years[126] Risks Relating to Ownership of Our Common Shares and the ADSs Ownership of common shares and ADSs carries risks including market illiquidity, procedural complexities for non-R.O.C. holders, market volatility, and limited ADS holder voting rights - The trading markets for the company's common shares on the TWSE and ADSs on the NYSE may not be liquid, which can lead to price volatility[129][131] - Non-R.O.C. holders who withdraw common shares from the ADS facility must appoint a tax guarantor, local agent, and custodian in the R.O.C. and register with the TWSE to trade the shares[133][134][135] - ADS holders have different voting rights than direct shareholders; if instructions from at least 51% of ADS holders are not received to vote in the same manner, shares may be voted at the discretion of the company's chairman[145] - The ability to deposit common shares into the ADS facility is restricted by R.O.C. law, which may adversely affect the liquidity and price of the ADSs[141][142] Information on the Company This section provides a comprehensive overview of ASE Technology Holding Co., Ltd., detailing its history, business operations, organizational structure, and global physical assets History and Development of the Company ASEH was established on April 30, 2018, through the combination of ASE and SPIL, detailing its acquisition timeline, USI Group restructuring, China site dispositions, and capital expenditures - ASEH was established on April 30, 2018, through a statutory share exchange, making ASE Inc. and SPIL its wholly-owned subsidiaries[156][161][162] - In December 2021, ASEH sold several China-based packaging and testing sites to Wise Road Capital for approximately US$1.33 billion to realign resources[166] Capital Expenditures (2019-2021) | Year | Capital Expenditure (NT$ million) | Capital Expenditure (US$ million) | |:---|:---:|:---:| | 2019 | 63,073.9 | - | | 2020 | 59,024.2 | - | | 2021 | 74,417.5 | 2,682.7 | Business Overview ASEH is a leading provider of semiconductor assembly, testing, and EMS, focusing on expanding advanced packaging, growing capacity, and strengthening customer relationships across diverse end-markets - The company's strategy focuses on growing packaging services, strategically expanding production capacity, leveraging its presence in key manufacturing centers, and strengthening relationships with customers and complementary service providers[189][190][192] Revenue Breakdown by Service (2021) | Service | Revenue Percentage | |:---|:---:|\ | Packaging | 47.8% | | Testing | 8.8% | | EMS | 42.0% | Packaging Revenue by Type | Package Type | 2019 | 2020 | 2021 | |:---|:---:|:---:|:---:|\ | Bumping, Flip Chip, WLP, and SiP | 41.7% | 42.3% | 41.2% | | Wirebonding | 48.2% | 46.8% | 48.5% | | Discrete and other | 10.1% | 10.9% | 10.3% | Testing Revenue by Service | Service Type | 2019 | 2020 | 2021 | |:---|:---:|:---:|:---:|\ | Front-end engineering testing | 1.8% | 2.0% | 2.0% | | Wafer probing | 26.2% | 31.8% | 33.5% | | Final testing | 72.0% | 66.2% | 64.5% | Packaging & Testing Revenue by End-Use Application | End-Use Application | 2019 | 2020 | 2021 | |:---|:---:|:---:|:---:|\ | Communications | 52.5% | 53.3% | 50.1% | | Computing | 14.6% | 14.1% | 14.9% | | Consumer electronics/industrial/automotive/other | 32.9% | 32.6% | 35.0% | EMS Revenue by End-Use Application (2021) | End-Use Application | 2021 | |:---|:---:|\ | Communications | 38.4% | | Computing | 8.8% | | Consumer electronics | 33.6% | | Industrial | 13.0% | | Automotive | 4.7% | | Other | 1.5% | - As of January 31, 2022, the company held 2,278 Taiwan patents, 1,765 U.S. patents, and 1,679 P.R.C. patents related to semiconductor packaging and EMS technologies[264] Organizational Structure ASEH operates through three primary business groups: ASE Group and SPIL Group for packaging and testing, and USI Group for EMS, with global subsidiaries - The corporate structure is organized around three main groups: ASE Group (packaging and testing), SPIL Group (packaging and testing), and USI Group (EMS)[293][295][306][307] Property, Plants and Equipment The company operates numerous owned and leased packaging, testing, and EMS facilities globally, including key sites in Taiwan, China, Korea, Malaysia, and Europe - The company's primary packaging and testing facilities are located in Kaohsiung and Chung Li, Taiwan, with significant operations also in Malaysia, Korea, Singapore, and Japan[309][310] - EMS facilities are located globally, including in Taiwan, China, Mexico, Poland, the United Kingdom, France, Germany, and Tunisia[311][314][315] Operating and Financial Review and Prospects This section analyzes the company's financial performance, highlighting 2021 revenue growth to NT$570.0 billion, increased gross profit and net profit, and a strong liquidity position supporting capital expenditures and R&D Operating Results In 2021, operating revenues grew 19.5% to NT$570.0 billion, gross profit rose 41.5% to NT$110.4 billion, and net profit attributable to owners increased 123.0% to NT$60.2 billion Consolidated Financial Performance (2019-2021) | Metric (NT$ in millions) | 2019 | 2020 | 2021 | |:---|:---:|:---:|:---:|\ | Operating Revenues | 413,182.2 | 476,978.7 | 569,997.1 | | Gross Profit | 64,310.8 | 77,984.3 | 110,368.8 | | Profit from Operations | 23,257.8 | 35,378.6 | 63,314.2 | | Profit for the year (Attributable to Owners) | 17,060.6 | 26,970.6 | 60,150.2 | Earnings Per Share and ADS (Diluted) | Metric (NT$) | 2019 | 2020 | 2021 | |:---|:---:|:---:|:---:|\ | Diluted EPS | 3.91 | 6.17 | 13.54 | | Diluted Earnings per ADS | 7.82 | 12.33 | 27.07 | Segment Gross Margin | Segment | 2019 | 2020 | 2021 | |:---|:---:|:---:|:---:|\ | Packaging | 17.4% | 19.8% | 25.7% | | Testing | 34.1% | 32.3% | 34.8% | | EMS | 8.7% | 9.2% | 9.0% | - The increase in 2021 net profit was significantly impacted by a net non-operating income of NT$16.9 billion, primarily due to the gain from the disposition of China sites[351] Liquidity and Capital Resources As of December 31, 2021, the company maintained strong liquidity with NT$76.1 billion in cash and NT$278.8 billion in unused credit lines, with operating cash flow of NT$81.7 billion funding capital expenditures - As of December 31, 2021, the company had NT$76.1 billion (US$2.7 billion) in cash and cash equivalents and NT$278.8 billion (US$10.1 billion) in unused credit lines[365] Cash Flow Summary (NT$ in millions) | Cash Flow Activity | 2019 | 2020 | 2021 | |:---|:---:|:---:|:---:|\ | Operating Activities | 72,303.3 | 75,060.6 | 81,733.9 | | Investing Activities | (54,579.1) | (60,946.3) | (49,091.6) | | Financing Activities | (6,498.8) | (21,995.3) | (5,870.8) | Capital Expenditures (NT$ in millions) | Category | 2019 | 2020 | 2021 | |:---|:---:|:---:|:---:|\ | Land | - | - | 1,126.0 | | Building and improvements | 48,708.8 | 50,237.1 | 56,546.4 | | Machinery and equipment | 14,365.1 | 8,787.1 | 16,745.1 | | Total | 63,073.9 | 59,024.2 | 74,417.5 | Research and Development The company prioritizes R&D, with NT$21.1 billion spent in 2021 (3.7% of revenues), focusing on advanced packaging, testing solutions, and diversified EMS product development R&D Expenditures | Year | R&D Expense (NT$ million) | % of Operating Revenues | |:---|:---:|:---:|\ | 2020 | 19,302.4 | 4.0% | | 2021 | 21,053.6 | 3.7% | - As of December 31, 2021, the company had a research and development team of 9,928 employees[383] Trend Information The company reports no significant undisclosed trends, uncertainties, or events from January 1 to December 31, 2021, likely to materially affect its financial results - No significant trends, uncertainties, or events beyond those disclosed elsewhere in the report are expected to materially affect financial results for the period from January 1, 2021, to December 31, 2021[389] Directors, Senior Management and Employees This section details the company's 13-member board, including independent directors and key committees, 2021 remuneration of NT$1.9 billion, share-based compensation, 95,727 global employees, and significant insider share ownership Directors and Senior Management The company is governed by a 13-member board, including three independent directors, with key oversight provided by Audit, Compensation, and Risk Management Committees - The board consists of 13 directors, including three independent directors, who serve a three-year term; the current board was elected on August 12, 2021[391] - The company has an Audit Committee, a Compensation Committee, and a Risk Management Committee to oversee financial reporting, compensation policies, and risk management, respectively[392][393][394] Compensation In 2021, director and executive officer remuneration totaled approximately NT$1.9 billion, comprising base pay, bonuses, and share-based payments, including new restricted stock awards - In 2021, the company recorded approximately NT$1.9 billion (US$68.9 million) as remuneration to its directors and executive officers[425] - In August 2021, ASEH adopted a new restricted stock awards (RSA) plan, granting up to 15 million common shares to employees[431][432] - As of December 31, 2021, a total of 96.8 million options were outstanding under ASEH's 2015 and 2018 employee stock option plans[141][428][430] Employees As of year-end 2021, the company employed 95,727 people globally, with the largest workforce segments in direct labor and in Taiwan and the P.R.C. Employee Headcount by Location (as of Dec 31, 2021) | Location | Number of Employees | |:---|:---:|\ | Taiwan | 59,315 | | P.R.C. | 21,816 | | Korea | 2,638 | | Malaysia | 3,590 | | Other | 8,368 | | Total | 95,727 | Share Ownership This subsection details beneficial ownership, with Chairman Jason C.S. Chang holding the largest stake at 21.53% of outstanding common shares as of January 31, 2022 - As of January 31, 2022, Chairman Jason C.S. Chang beneficially owned 949,352,706 common shares, representing 21.53% of the total outstanding shares[446][449] Major Shareholders and Related Party Transactions This section identifies major shareholders, with Chairman Jason C.S. Chang holding 21.53%, and details related party transactions including foundation contributions and a real estate purchase Major Shareholders As of January 31, 2022, Chairman Jason C.S. Chang was the sole major shareholder with over 5% beneficial ownership, holding a 21.53% stake - As of January 31, 2022, Jason C.S. Chang was the only major shareholder with beneficial ownership exceeding 5%, holding 21.53% of outstanding common shares[447][449] Related Party Transactions The company engages in related party transactions, including annual contributions to environmental and educational foundations and a NT$2.36 billion real estate purchase from an equity method investee - In 2021, the company contributed NT$100.0 million to the ASE Environmental Protection and Sustainability Foundation and NT$10.0 million to the ASE Cultural and Educational Foundation[455] - In the third quarter of 2021, ASE purchased real estate properties from its equity method investee, HC, for NT$2.36 billion[456] Financial Information This section covers consolidated financial data, legal proceedings, and dividend policy, noting 83.4% export sales in 2021, ongoing environmental legal issues, a settled patent dispute, and a NT$4.20 cash dividend per share for 2021 Consolidated Statements and Other Financial Information This subsection details 2021 export sales (83.4%), ongoing environmental legal proceedings, a settled patent dispute, and the company's dividend policy, including a NT$4.20 cash dividend per share for 2021 - The company is involved in an ongoing administrative action regarding a 2013 wastewater discharge incident at its K7 plant in Kaohsiung[460] - A patent dispute with Broadcom over indemnification was settled in February 2020 for a total amount of US$5.0 million[461] Dividends Per Common Share (NT$) | Year | Cash Dividend per Share | |:---|:---:|\ | 2017 | 1.40 | | 2018 | 2.50 | | 2019 | 2.50 | | 2020 | 2.00 | | 2021 | 4.20 | Additional Information This section details the company's articles of incorporation, material contracts including China site disposal and FAFG acquisition, and the regulatory environment for foreign investment, exchange controls, and taxation in R.O.C. and U.S. Material Contract This subsection outlines key agreements, including the December 2021 disposal of China sites for US$1.33 billion, the 2020 acquisition of FAFG, and the 2016 ASE-SPIL Joint Share Exchange Agreement - On December 1, 2021, the company entered into an agreement to sell four of its China sites to Wise Road Capital for a total consideration of US$1.33 billion; the transaction was completed on December 16, 2021[510][512] - In December 2020, the USI Group completed the acquisition of 100% of FAFG through a combination of cash (NT$10.8 billion) and newly issued USI Shanghai shares (valued at NT$1.7 billion)[516] Taxation This part details R.O.C. and U.S. federal income tax consequences for non-R.O.C. holders, including 21% R.O.C. dividend withholding tax, capital gains exemptions, and the company's non-PFIC status for 2021 - For non-R.O.C. holders, dividends distributed from retained earnings are subject to a 21% R.O.C. withholding tax, unless a tax treaty provides a lower rate[536] - Capital gains from the sale of common shares are exempt from R.O.C. income tax; sales of ADSs are not subject to R.O.C. income tax or securities transaction tax[539] - For U.S. federal income tax purposes, the company believes it was not a Passive Foreign Investment Company (PFIC) for its 2021 taxable year[554] Quantitative and Qualitative Disclosures about Market Risk The company's primary market risks are interest rate and foreign currency fluctuations, with a 100 basis point interest rate change impacting 2021 pre-tax profit by NT$959.0 million and a 1% currency change by NT$38.0 million - The company's main market risks are from interest rate and foreign currency exchange rate fluctuations[561] - A hypothetical 100 basis point (1%) increase or decrease in interest rates would have changed the 2021 profit before income tax by approximately NT$959.0 million (US$34.6 million)[563] - A 1% change in the U.S. dollar and Japanese yen against the NT dollar, RMB, and EUR would have changed the 2021 profit before income tax by approximately NT$38.0 million (US$1.4 million)[567] PART II This part details the company's internal controls, procedures, and other information including principal accountant fees, share repurchase programs, and corporate governance practices Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and internal control over financial reporting as of December 31, 2021, based on management's COSO framework assessment and independent auditor attestation - Management concluded that as of December 31, 2021, the company's disclosure controls and procedures were effective[581] - Based on an assessment using the COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2021[582][583] - The independent registered public accounting firm, Deloitte & Touche, issued an unqualified opinion on the effectiveness of the Group's internal control over financial reporting as of December 31, 2021, based on its audit and the report of other auditors for the SPIL subsidiary[586][587] Other Information This section covers governance and compliance, including audit committee experts, Code of Ethics, principal accountant fees, a 2021 share repurchase program, a change in SPIL's auditor, and differences from NYSE corporate governance standards Principal Accountant Fees and Services This part details fees paid to Deloitte & Touche and its affiliates, totaling NT$214.9 million in 2021, primarily for audit services Accountant Fees (2021) | Fee Category | Amount (NT$ thousands) | Amount (US$ thousands) | |:---|:---:|:---:|\ | Audit fees | 186,435.0 | 6,720.8 | | Audit-related fees | 2,393.1 | 86.3 | | Tax fees | 20,013.1 | 721.4 | | All other fees | 6,094.1 | 219.7 | | Total | 214,935.3 | 7,748.2 | Purchases of Equity Securities by the Issuer and Affiliated Purchasers The company repurchased 55.0 million common shares for NT$8.25 billion between November 9 and December 30, 2021, which were subsequently canceled - Between November 9 and December 30, 2021, the company repurchased 55.0 million of its common shares at an average price of NT$104.27 per share; these shares were designated for cancellation[611][612][613] Change in Registrant's Certifying Accountant The company reports a change in SPIL's auditor from PricewaterhouseCoopers, Taiwan, to Deloitte & Touche, effective for fiscal year 2022, to align with the parent company's auditor - The board of SPIL approved the dismissal of PricewaterhouseCoopers, Taiwan as its auditor, effective after the 2021 audit[615] - Deloitte & Touche will serve as the sole independent auditor for ASEH and its subsidiaries, including SPIL, commencing with the fiscal year 2022[615] Corporate Governance As a foreign private issuer, the company follows R.O.C. corporate governance practices, which differ from NYSE standards, notably regarding independent director majority and dedicated nominating committees - The company is a foreign private issuer and follows R.O.C. corporate governance practices, which have some significant differences from NYSE listing standards for domestic U.S. companies[617] - Key differences include not having a majority of independent directors on the board and not having a dedicated nominating/corporate governance committee composed entirely of independent directors[623][624] PART III This part presents the consolidated financial statements of ASE Technology Holding Co., Ltd. and its subsidiaries for the fiscal year ended December 31, 2021, prepared under IFRS Financial Statements This section contains the audited consolidated financial statements of ASE Technology Holding Co., Ltd. and its subsidiaries for fiscal year 2021, prepared under IFRS, including reports from independent accounting firms - The report includes audited consolidated financial statements for the years ended December 31, 2019, 2020, and 2021[641] - The financial statements are accompanied by reports from two independent registered public accounting firms: Deloitte & Touche for the Group and PricewaterhouseCoopers, Taiwan for the SPIL subsidiary[641]