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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 7/09/04  Asat Holdings Ltd                 20-F        4/30/04    9:348                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer           HTML  1,529K 
 2: EX-1.2      Restated Articles of Association of Asat Holdings      1      6K 
                          Limited                                                
 3: EX-4.6      Indenture Dated As of January 26, 2004               113    594K 
 4: EX-4.8      Lease Agreement Dated As of May 7, 2004               17     64K 
 5: EX-12.1     Certification of Chief Executive Officer Pursant       2±    11K 
                          to Section 302                                         
 6: EX-12.2     Certification of Chief Financial Officer Pursant       2±    11K 
                          to Section 302                                         
 7: EX-13.1     Certification of Chief Executive Officer Pursant       1      8K 
                          to Section 906                                         
 8: EX-13.2     Certification of Chief Financial Officer Pursant       1      8K 
                          to Section 906                                         
 9: EX-14.1     Consent of Independent Auditors                        1      7K 

Table of Contents

As filed with the Securities and Exchange Commission on July 9, 2004

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

Commission file number 000-30842

ASAT Holdings Limited

(Exact name of Registrant as specified in its charter)

ASAT Holdings Limited

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

14th Floor, 138 Texaco Road

Tsuen Wan, New Territories

Hong Kong

(Address of principal executive office)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Class of ordinary shares, par value $0.01

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes  x        No  ¨

Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17  ¨        Item 18  x

Table of Contents

 Table of Contents

PART I

PART II

PART III

Table of Contents

 GENERAL INFORMATION

In this Annual Report, the terms “we,” “us,” “our,” “our company,” “Company” and “ASAT” refer, as the context requires, either individually or collectively, to ASAT Holdings Limited (“ASAT Holdings”) and also to ASAT Limited (“ASAT HK”), ASAT, Inc., ASAT (Finance) LLC, Timerson Limited, ASAT (Cayman) Limited, ASAT Korea Limited, ASAT GmbH, ASAT (S) Pte Ltd., New ASAT (Finance) Limited, Newhaven Holdings Limited (“Newhaven”), RBR Trading Holding (Curaçao) N.V. (“RBR Antilles”) and R.B.R. Trading Holding B.V. (“RBR Netherlands”) which are each, direct or indirect, wholly owned subsidiaries of ASAT Holdings. Since ASAT S.A. has been under court administration since November 20, 2001, we no longer consolidate its financial results with our financial statements.

A “Glossary of Semiconductor Terms” set out definitions of technical terms used in this Annual Report.

We publish our financial statements in United States dollars, which are referred to as “Dollars” and “$”.

 FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements and information that involve risks, uncertainties and assumptions. Forward-looking statements are all statements that concern plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact, including, but not limited to, those that are identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “anticipates,” “projects” and similar expressions. Risks and uncertainties that could affect us include, without limitation, dependence on the highly cyclical nature of the semiconductor industry, our ability to rapidly develop and successfully bring to market advanced technologies and services, the incurrence of significant capital expenditures for manufacturing technology and equipment, the success of moving our assembly and test facilities from Hong Kong to Dongguan, operating new assembly and test facilities in China, our high leverage and the restrictive covenants contained in the agreements governing our indebtedness, fluctuating demand and continuous downward pressure on selling prices in the communications sector, inability to meet increased demands of customers, low capacity utilization rates, loss of a large customer, weaknesses in Asian economies, natural disasters, losses of power to our facilities in Dongguan, litigation with Motorola, volatility in the market prices of our ADSs, environmental regulation, fluctuations in foreign currency, uncertainty as to demand from our customers over both the long- and short-term, competitive pricing and declines in average selling prices we experience, the timing and volume of orders relative to our production capacity, complexity in our assembly processes, the availability of financing, competition and the greater operating and financial resources of competitors, ability to successfully complete potential acquisitions and integrate other parties into our business, dependence on raw material, equipment suppliers and the enforcement of intellectual property rights by or against us and the possible difficulties in obtaining additional financing. Should one or more of such risks and uncertainties materialize, or should any underlying assumption prove incorrect, actual outcomes may vary materially from those indicated in the applicable forward-looking statements. Any forward-looking statement or information contained in this document speaks only as of the date the statement was made.

All of our forward-looking statements made herein and elsewhere are qualified in their entirety by the risk factors discussed in Item 3 “Key Information—Risk Factors” and other cautionary statements appearing in Item 5 “Operating and Financial Review and Prospects” in this Annual report. These risk factors and statements describe circumstances which could cause actual results to differ materially from those contained in any forward-looking statement.

We do not intend to update or revise any forward-looking statements made herein to reflect actual results or changes in assumptions, future events or otherwise.

i

Table of Contents

 GLOSSARY OF SEMICONDUCTOR TERMS

This glossary contains definitions and other terms as they relate to our businesses and as they are used in this report. As such, these definitions may not correspond to standard industry definitions.

ii

Table of Contents

iii

Table of Contents

PART I

Not applicable.

Not applicable.

1

Table of Contents

 SELECTED FINANCIAL DATA

The following table represents selected historical consolidated financial data for ASAT for the five-year period ended April 30, 2004. The selected historical consolidated financial data below as of April 30, 2003 and 2004 and for the years ended April 30, 2002, 2003 and 2004 were derived from our audited consolidated financial statements as of such dates and for such periods included elsewhere in this Annual Report. The selected historical consolidated financial data below as of April 30, 2000, 2001 and 2002 and for the years ended April 30, 2000 and 2001 were derived from our audited consolidated financial statements as of such dates and for such periods, not included in this Annual Report. The financial information included in this Annual Report does not reflect our results of operations, financial position and cash flows in the future and our past operating results are no guarantee of our future operating performance. In this Annual Report, all references to fiscal years are to the Company’s fiscal years ended April 30th, thus the fiscal year 2004 refers to the fiscal year ended on April 30, 2004.

The selected historical consolidated financial data is qualified by reference to, and should be read in conjunction with, Item 5 “Operating and Financial Review and Prospects” and our consolidated financial statements and the related notes, included elsewhere in this Annual Report.