ASE Technology Holding Co., Ltd. — Major Shareholding Notification 2015

Dec 29, 2015

SC 13D/A 1 dp62117_sc13da-10.htm FORM SC 13D/A

| UNITED

STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE
13D Under the Securities Exchange Act of 1934 (Amendment No. 10)
SILICONWARE
PRECISION INDUSTRIES CO., LTD.
(Name
of Issuer)
Common
Shares, Par Value NT$10.00 Per Share and American
Depositary Shares, Each Representing Five Common Shares
(Title
of Class of Securities)
827084864
(American Depositary Shares)
(CUSIP
Number of Class of Securities)
TW0002325008
(Common Shares)
(ISIN
Number of Class of Securities)
Joseph
Tung Room
1901, No. 333, Section 1 Keelung Rd. Taipei,
Taiwan, 110 Republic
of China Tel:
+886 2-6636-5678
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) With
a copy to: George
R. Bason, Jr. Davis
Polk & Wardwell LLP 450
Lexington Avenue New
York, New York 10017 Telephone:
+1 (212) 450-4000
December
29, 2015
(Date
of Event which Requires Filing of this Statement)

| If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule

13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Page; Sequence: 1

Field: /Page

| CUSIP No. 827084864 — 1. | Names of Reporting Persons. Advanced Semiconductor Engineering, Inc. | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ | | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) WC | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ | | 6. | Citizenship or Place of Organization Republic of China | |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | Sole Voting Power 779,000,000 | | --- | --- | | 8. | Shared Voting Power | | 9. | Sole Dispositive Power 779,000,000 | | 10. | Shared Dispositive Power |

| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 779,000,000 | | | --- | --- | --- | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ | | 13. | Percent of Class Represented by Amount in Row (11) 24.99% | | | 14. | Type of Reporting Person (See Instructions) HC, CO | |

Field: Page; Sequence: 2; Options: NewSection; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

Item 1. Security and Issuer

Advanced Semiconductor Engineering, Inc. ( “ ASE ”) hereby amends and supplements its report on Schedule 13D, as filed on October 2, 2015 (the “ Schedule 13D ”), with respect to the Common Shares, NT$10 par value per share (the “ Common Shares ”), and American depositary shares, each representing five Common Shares (“ ADSs ”), of Siliconware Precision Industries Co., Ltd., a company limited by shares under the Company Law of the Republic of China (“ SPIL ). Unless otherwise indicated, capitalized terms used in this Amendment No. 10, but not defined herein, shall have the meaning assigned to such terms in the Schedule 13D.

Except as set forth herein, the Schedule 13D is unmodified.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On December 29, ASE commenced concurrent tender offers in the Republic of China and in the United States for up to 770,000,000 Common Shares (approximately 24.71% of the issued and outstanding share capital of SPIL), including those represented by ADSs, at a price of NT$55 per Common Share and NT$275 per ADS.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On December 24, 2015, ASE surrendered 10,650,188 ADSs to JPMorgan Chase Bank, N.A. (as depositary for the ADSs) and received 53,250,940 Common Shares in return. ASE beneficially owns 779,000,000 Common Shares, representing 24.99% of the issued and outstanding Common Shares (including those represented by ADSs). This ownership percentage has been calculated based on 3,116,361,139 Common Shares (including those represented by ADSs) outstanding as of March 31, 2015 as reported in SPIL’s Annual Report on Form 20-F for the year ended December 31, 2014.

Field: Page; Sequence: 3; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

Field: /Page

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 29, 2015

| ADVANCED

SEMICONDUCTOR ENGINEERING, INC.
By:	/s/
Joseph Tung
Name:
Joseph Tung
Title: Chief
Financial Officer

Field: Page; Sequence: 4; Options: Last

Field: Sequence; Type: Arabic; Name: PageNo 4 Field: /Sequence

Field: /Page