| 28. | BUSINESS COMBINATIONS |
| a. | Subsidiary acquired |
| Principal Activity | Date of Acquisition | Proportion of Voting Equity Interests Acquired | Cash Consideration | |||||||||
| NT$ | ||||||||||||
| TLJ | Engaged in information software services | May 3, 2016 | 60 | % | $ | 89,998 | ||||||
In May 2016, the Company’s subsidiary, ASE Test, Inc., acquired 60% shareholdings of TLJ with a total consideration determined primarily based on independent professional appraisal reports. NT$41,739 thousand out of the total consideration was paid to key management personnel and related parties.
| b. | Assets acquired and liabilities assumed at the date of acquisition |
| NT$ | ||||
| Current assets | $ | 16,645 | ||
| Non-current assets | 108,486 | |||
| Current liabilities | (7,599 | ) | ||
| Fair value of identifiable net assets acquired | $ | 117,532 | ||
| c. | Goodwill recognized on acquisition |
| NT$ | ||||
| Consideration transferred (paid in cash) | $ | 89,998 | ||
| Add: Non-controlling interests | 42,857 | |||
| Less: Fair value of identifiable net assets acquired | (117,532 | ) | ||
| Goodwill recognized on acquisition | $ | 15,323 | ||
The non-controlling interest recognized at the acquisition date was measured at its fair value.
The goodwill recognized mainly represents the control premium. In addition, the consideration paid for the acquisition effectively included amounts attributed to the benefits of expected revenue growth and future market development of TLJ. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
| d. | Net cash outflow on acquisition of subsidiaries |
| NT$ | ||||
| Consideration paid in cash | $ | 89,998 | ||
| Less: Cash acquired | (16,561 | ) | ||
| $ | 73,437 | |||
| e. | In the second quarter in 2017, the Group has completed the identification of the difference between the cost of the investment and the Group’s share of the net fair value of TLJ’s identifiable assets and liabilities and therefore, the Company has retrospectively adjusted the comparative consolidated financial statements for prior periods. As of December 31, 2016, the retrospective adjustments are summarized as follows: |
| After Retrospectively Adjusted | Before Retrospectively Adjusted | |||||||
| NT$ | NT$ | |||||||
| December 31, 2016 | ||||||||
| Goodwill | $ | 10,490,309 | $ | 10,558,878 | ||||
| Other intangible assets | $ | 1,617,261 | $ | 1,560,989 | ||||
| For the year ended December 31, 2016 | ||||||||
| Operating costs | $ | 221,696,922 | $ | 221,689,888 | ||||
| Operating expenses | $ | 26,526,815 | $ | 26,485,716 | ||||
The aforementioned retrospective adjustments are accordingly recorded as a decrease of retained earnings of NT$28,880 thousand and as an increase of non-controlling interests of NT$16,583 thousand as of December 31, 2016.