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

 9/12/03  Asat Holdings Ltd                 6-K         9/12/03    1:32                                     RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of a Foreign Private Issuer                  HTML    242K 

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the Quarter Ended July 31, 2003

ASAT Holdings Limited

(Exact name of Registrant as specified in its Charter)

14^th Floor

138 Texaco Road

Tsuen Wan, New Territories

Hong Kong

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):                             .

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This report consists of (i) Condensed Consolidated Financial Statements, (ii) a Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three months ended July 31, 2003 and 2002, and (iii) other information, and is being made pursuant to Section 4.8 of the Indenture, dated as of October 29, 1999, by and between ASAT (Finance) LLC, ASAT Holdings Limited and its subsidiaries referred to therein as guarantors, and JP Morgan Chase Bank, as trustee.

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 TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

All financial information in this report on Form 6-K is in United States dollars, which are referred to as “Dollars” and “$”.

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ASAT HOLDINGS LIMITED

 CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JULY 31, 2003 AND APRIL 30, 2003

See accompanying notes to Condensed Consolidated Financial Statements

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ASAT HOLDINGS LIMITED

 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS FOR THE THREE MONTHS

ENDED JULY 31, 2003 AND 2002

(Unaudited)

See accompanying notes to Condensed Consolidated Financial Statements

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ASAT HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS FOR THE THREE MONTHS

ENDED JULY 31, 2003 AND 2002 – Continued

(Unaudited)

See accompanying notes to Condensed Consolidated Financial Statements

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ASAT HOLDINGS LIMITED

 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JULY 31, 2003 AND 2002

(Unaudited)

See accompanying notes to Condensed Consolidated Financial Statements

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ASAT HOLDINGS LIMITED

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. PRESENTATION OF INTERIM FINANCIAL STATEMENTS

The condensed consolidated financial statements have been prepared by ASAT Holdings Limited (the “Company”) in accordance with generally accepted accounting principles in the United States of America. The April 30, 2003 balance sheet was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States of America. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the annual report of the Company on Form 20-F for the fiscal year ended April 30, 2003. The interim financial statements for fiscal year 2003 and 2004 were not audited, but in the opinion of management reflect all adjustments (including normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented.

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard No. 143, “Accounting for Asset Retirement Obligations”. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be realized in the period in which it is incurred if a reasonable estimate of fair value can be made. Companies are required to adopt SFAS No. 143 for fiscal years beginning after June 15, 2002. There was no material cumulative effect on the adoption of SFAS No. 143 and the effects have been reflected in the current period operating results.

Stock-Based Compensation

The Company has adopted the disclosure only provisions of SFAS No. 123. Accordingly, no compensation expense has been recognized for the Company’s stock option activity as all options granted under the plan had an exercise price equal to or greater than the market value of the underlying common stock on the date of grant.

If the Company had accounted for its stock option plan by recording compensation based on the fair value at grant date for such awards consistent with the method of SFAS No. 123, the Company’s net loss and net loss per share would have been increased to the pro forma amounts as follows:

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2. INVENTORIES

The components of inventories were as follows:

Management continuously reviews slow-moving and obsolete inventory and assesses any inventory obsolescence based on inventory levels, material composition and expected usage. During the July 2002 quarter, there was a non-cash write-off of specific inventories of $3 million, due to the Company’s revised estimation methodology for expected usage of raw materials. The inventory write-off in the July 2003 quarter was $456 thousand.

3. RELATED PARTY TRANSACTIONS

The Company purchased raw materials from QPL International Holdings Limited (“QPL”) amounting to $7.2 million and $4.5 million for the July 2003 and 2002 quarters, respectively.

The Company leases its Hong Kong office and manufacturing premises from QPL under various lease agreements which expire on September 30, 2004. The Company paid rental expenses of $774 thousand for each of the July 2003 and 2002 quarters.

The amount due to QPL was unsecured and interest free.

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4. RESTRICTED CASH

The restricted cash of $1.5 million as of April 30, 2003 represented a bank deposit for securing a standby letter of credit with respect to the lease of a manufacturing plant in Dongguan, the People’s Republic of China (“China”). The remaining restricted cash of $281 thousand as of July 31, 2003 represents the amount of standby letter of credit available for the purchase of the facilitised equipment to be installed in the manufacturing plant. The restricted cash is classified as a current asset since the life of the standby letter of credit expires within a year.

5. FACILITIES CHARGE

The Company incurred a one-time facilities charge in the July 2003 quarter of $306 thousand as asset retirement obligation in relation to restoring its leased facility in Fremont, California back to its original condition, as per the lease agreement.

6. COMMITMENTS AND CONTINGENCIES

Capital expenditures

As of July 31, 2003 and April 30, 2003, the Company had contracted for capital expenditures on property, plant and equipment of $7.3 million and $1.8 million, respectively.

Operating leases

The Company leases certain land and buildings and equipment and machinery, under operating lease agreements expiring at various times through October 2007. The leased Hong Kong facility from QPL is under a five-year term and the Company has an option to renew for an additional five years.

Future minimum lease payments under operating leases as of July 31, 2003 are as follows:

The Company also entered into a lease of a manufacturing plant in Dongguan, China on August 8, 2002 under which the lessor is responsible for the design and construction of the factory facilities. The Company is obligated to pay a monthly rental payment and management service fee 30 days after the date on which the lessor handed over the newly constructed facilities to the Company. The handover took place on September 1, 2003. The lease term will commence on October 1, 2003, one month after the handover date, for a term of 15 years. The lessor agreed to waive the first three-month’s rent and management service fee of $733 thousand as the Company agreed to purchase and ship directly facilitised equipment of an equivalent value to the manufacturing plant for installation, which was originally supposed to be provided by the lessor. As of July 31, 2003, a total of $452 thousand of facilitised equipment have already been shipped by the Company to the

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manufacturing plant. In addition, the lessor has drawn down the restricted cash for payment in advance of three-month’s rent and management service fee.

The lease commitment will commence on October 1, 2003. The lease payments under the leases in respect of the China factory facilities are as follows: