Exhibit
4.1

    Advanced
Semiconductor Engineering, Inc.

    Articles
of Incorporation

    (Translation)

    


     

    Chapter
One:        General
Principles

     

    


    Article
1.       This company is called日月光半導體製造股份有限公司, and
is registered as a company limited by shares according to the Company
Law.  The English name of this company is Advanced Semiconductor
Engineering, Inc.

    


    Article
2.       This company is engaged in
the following businesses:

    


    
      	
               
      

            	
              (1)

            	
              The
      manufacture, assembly, processing, test and export of various types of
      integrated circuitry;

            


    

    
      	 	 	 
	
               
      

            	
              (2)

            	
              The
      research, development, design and manufacture, assembly, processing, test
      and export of various computers, electronics, communications, information
      products and their peripheral
products;

            


    

    
      	 	 	 
	
               
      

            	
              (3)

            	
              General
      import and export trading business (excluding businesses requiring special
      permits);

            


    

    
      	 	 	 
	
               
      

            	
              (4)

            	
              CC01080
      Electronic parts and components manufacture
  business.

            


    

    
      	 	 	 
	
               
      

            	
              (5)

            	
              CC01990
      Other mechanical, electronic and mechanical devices manufacture businesses
      (integrated circuit lead frame, ball grid array substrate and flip chip
      substrate).

            


    

    
      	 	 	 
	
               
      

            	
              (6)

            	
              F119010
      Electronic material wholesale
business.

            


    

    
      	 	 	 
	
               
      

            	
              (7)

            	
              F219010
      Electronic material retail
business.

            


    

    
      	 	 	 
	
               
      

            	
              (8)

            	
              I199990
      Other consulting service businesses (technical and counseling service for
      integrated circuit lead frame, ball grid array substrate and flip chip
      substrate).

            


    

    
      	 	 	 
	
               
      

            	
              (9)

            	
              I601010
      Leasing business.

            


    

    
      	 	 	 
	
               
      

            	
              (10)

            	
              All
      other businesses not prohibited or restricted by laws and regulations
      except businesses requiring special
permits.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Article
3.      The investment made by this company
in other companies as limited liability shareholder thereof is not subject to
the limitation that such investment shall not exceed a certain percentage of the
paid-in capital as set forth in the Company Law.

    


    Article
4.      This company may provide
guaranty.

    


    Article
5.      This company's headquarter is
located in the Nantze Export Processing Zone, Kaohsiung, Taiwan, R.O.C. and this
company may set up domestic or foreign branches, offices or business places as
resolved by the board of directors, if necessary.

    


    


     

    Chapter
Two:       Shares

     

    


    Article 6.    
The total capital of this company is set for NT$80 billion in 8 billion shares
and the par value of each share is NT$10, of which the reserved employee stock
option warrant amounts is NT$8 billion. The board of directors is authorized to
issue the un-issued shares in different phase for the need of
businesses.

    


    Article
7.      The share certificates shall be in
registered form and have the signatures or seals of at least three directors of
this company and shall be legally authenticated before issuance.

    


    Article
8.      No registration of share transfer
shall be made within sixty days before each regular shareholders meeting, or
within thirty days before each extraordinary shareholders meeting or five days
before the record date for dividends, bonuses or other distributions as
determined by this company.

    


    Article
9.      The rules governing stock affairs
shall be made pursuant to the laws and the regulations of the relevant
authorities.

    


    


     

    Chapter
Three:     Shareholders Meeting

     

    


    Article
10.    Shareholders meetings include regular meetings
and extraordinary meetings.  Regular meetings shall be convened by the
board of directors once annually within 6 months after the end of each fiscal
year.  Extraordinary meetings will be held according to the law
whenever necessary.

     

     

    
      
        
        

      

      
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    Article
11.    Shareholders meetings shall be convened by
written notice stating the date, place and purpose dispatched to each
shareholder at least 30 days, in case of regular meetings, and 15 days, in case
of extraordinary meetings, prior to the date set for such meeting.

    


    Article 12. 
  Unless otherwise required by the Company Law, the resolution shall
be adopted by at least a majority of the votes of shareholders present at a
shareholders meeting which hold a majority of all issued and outstanding
shares.

    


    Article
13.    Each and every shareholder of this company,
unless stipulated by Article 179 of the Company Law that has no voting right for
each and every share they own, shall have one voting right.

    


    Article
14.    Any shareholder, who for any reason is unable
to attend shareholders meetings, may execute a proxy printed by this company to
authorize a proxy attending the meeting for him in which the authorization
matters shall expressly stated.  Such proxy shall be submitted to this
company at least 5 days prior to the shareholders meeting.

    


    Article
15.   The shareholders meeting shall be convened by the
board of directors unless otherwise stipulated in the Company Law, and the
person presiding the meeting will be the chairman.  If the chairman is
on leave or for any reason could not exercise his power and duty, Paragraph 3 of
Article 208 of the Company Law should apply. If the shareholders meeting is
called by a person entitled to do so other than the chairman, the person shall
be the chairman of the meeting.  If two or more persons are entitled
to call the shareholders meeting, those persons shall elect one as the chairman
of the meeting.

    


    


     

    Chapter
Four:       Directors, supervisors and
managers

     

    


    Article
16.        This company shall
have seven to nine directors, of which there shall be two independent directors
and five to seven non-independent directors, and also five to seven supervisors
to be elected by the shareholders’ meeting from candidates with legal
capacity.  Each director and supervisor shall hold office for a term
of three years, and may continue to serve in the office if re-elected.
At the
time of election of directors and supervisors, it should be handled according to
Article 198 of the Company Act and the relevant laws and regulations.
When
handling the aforementioned election of directors, the election of independent
directors and non-independent directors should be held together, with the names
of the elected separately calculated, and those that receive more ballots that
represent voting rights will be elected as independent directors or
non-independent directors.

    


     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
 

    (1): The election of this
company’s independent directors uses the candidate nomination system.
Shareholders holding 1% or more of this company’s issued shares and the board of
directors shall nominate a list of candidates for independent director. After
the board of directors examines the qualifications of the candidate(s) for
serving as an independent director, the names are sent to the shareholders
meeting for election. If the shareholders meeting is convened by another person
with the authority to convene the meeting, after such person examines the
qualifications of the candidate(s) for serving as an independent director, the
names are sent to the shareholders meeting for election. All matters regarding
the acceptance method and announcement of the nomination of candidates for
independent director will be handled according to the Company Act, the
Securities Exchange Law, and other relevant laws and regulations.

    


    (2): The remuneration of this
company’s independent directors is set at NT$2 million per person annually. For
those that do not serve a full year, the remuneration will be calculated in
proportion to the number of days of the term that were actually
served.

    


    Article
17.        The board of directors
is constituted by directors.  Their powers and duties are as
follows:

    


    
      	
               
      

            	
              (1)

            	
              preparing
      business plans;

            


    

    
      	
               
      

            	
              (2)

            	
              preparing
      the surplus distribution or loss make-up
  proposals;

            


    

    
      	
               
      

            	
              (3)

            	
              preparing
      proposals for increasing or decreasing
capital;

            


    

    
      	
               
      

            	
              (4)

            	
              reviewing
      material internal rules and
contracts;

            


    

    
      	
               
      

            	
              (5)

            	
              hiring
      and discharging the general
manager;

            


    

    
      	
               
      

            	
              (6)

            	
              establishing
      and dissolving branch offices;

            


    

    
      	
               
      

            	
              (7)

            	
              reviewing
      budgets and audited financial statements;
and

            


    

    
      	
               
      

            	
              (8)

            	
              other
      duties and powers in accordance with the Company Law or granted by
      resolutions of shareholders
meetings.

            


    

    


    Article
18.    The board of directors is constituted by
directors, and the chairman and vice chairman are elected by the majority of the
directors at a board meeting at which two-thirds or more of directors are
present.  The chairman represent this Company.  If the
chairman is on leave or for any reason could not exercise his powers and duties,
his acting proxy shall be elected in accordance with Article 208 of the Company
Law.

    


    Article
19.    Unless otherwise stipulated by the Company
Law, meeting of the board of directors shall be convened by the chairperson
according to law.  The meeting of the board of directors should be
convened at the location where this company is headquartered or at a location
convenient to directors or by videoconferencing.

     

     

    
      
        
        

      

      
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    Article
20.    A director may execute a proxy to appoint
another director to attend the board of directors meeting and to exercise the
voting right, but a director can accept only one proxy.

    


    


     

    Chapter
Five:       Managers

     

    


    Article
21.    This company has one general
manager.  The appointment, discharge and salary of the general manager
shall be handled in accordance with Article 29 of Company Law.

    


    


     

    Chapter
Six:          Accounting

     

    


    Article
22.    The fiscal year of this company starts from
January 1 and ends on December 31 every year.  At the end of each
fiscal year, the board of directors shall prepare financial and accounting books
in accordance with the Company Law and submit them to the regular shareholders
meeting for recognition.

    


    Article
23.    The annual net income ("Income") shall be
allocated in the following order:

    


    
      	
               
      

            	
              (1)

            	
              making
      up losses, if any;

            


    

    
      	
               
      

            	
              (2)

            	
              setting
      aside 10% of the Income as legal capital
  reserve;

            


    

    
      	
               
      

            	
              (3)

            	
              setting
      aside a special capital reserve pursuant to the laws or regulations of
      governmental authority;

            


    

    
      	
               
      

            	
              (4)

            	
              setting
      aside a special capital reserve equal to the unrealized investment income
      under equity method for long-term investment, excluding cash dividends
      (the realized income shall be classified as earnings for
      distribution);

            


    

    


    
      	
               
      

            	
              If
      any Income remains, it shall be distributed as
  follows:

            


    

    


    
      	
               
      

            	
              (5)

            	
              allocating
      not more than 2% of the balance (i.e., the Income deducting (1) to (4)
      above) as compensation to directors and
  supervisors;

            


    

    
      	
               
      

            	
              (6)

            	
              allocating
      7% to 10% of the balance (i.e., the Income deducting (1) to (4) above) as
      the bonuses for employees.  The 7% portion is distributed to all
      employees in 

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    
      accordance
with the Rules of Distribution of Bonus to Employees, and the board of directors
is authorised to set separate rules for distribution of the portion in excess of
7% to specific employees for their specific contributions to this
company.

       

    

    
      	
               
      

            	
              (7)

            	
              the
      remainder is distributed to shareholders in proportion to the aggregate
      amounts of outstanding shares as proposed by the board of
      directors.

            


    

    


    
      	
               
      

            	
              "Employees"
      referred to in subparagraph (6) above include employees of affiliated
      companies meeting certain qualifications.  Such qualifications
      are to be determined by the board of
directors.

            


    

    


    Article
24     This company is currently in the business
stability stage. To meet the capital needs for business development now and in
the future and satisfy the requirements of shareholders for cash inflow, this
company’s dividend policy shall use residual dividend policy to distribute
dividends, of which the cash dividend distribution rate is not lower than 30% of
the total dividend amount, with the remainder to be distributed as stock
dividends. A surplus distribution plan is also to be made by the board of
directors and passed by resolution of the shareholders meeting.

    


     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    Chapter
Seven:     Appendix

    


    
      	
               
      

            	
              Article
    25.

            	
              The
      constitutive rules and the operation rules of this company shall be
      stipulated otherwise.

            


    

    


    
      	
               
      

            	
              Article
    26.

            	
              Any
      matter not covered by this Articles of Incorporation shall be subject to
      the Company Law.

            


    

    


    
      	
               
      

            	
              Article
    27.

            	
              This
      Articles of Incorporation was enacted on March 31, 1984 as approved by all
      the promoters.

            
	 	 	 
	 	 	      
              The
      first amendment was made on May 3, 1984.

              The
      second amendment was made on June 11, 1984.

              The
      third amendment was made on June 25, 1984.

              The
      fourth amendment was made on May 28, 1986.

              The
      fifth amendment was made on July 10, 1986.

              The
      sixth amendment was made on September 1, 1988.

              The
      seventh amendment was made on May 28, 1988.

              The
      eighth amendment was made on July 18, 1988.

              The
      ninth amendment was made on September 1, 1988.

              The
      tenth amendment was made on October 30, 1988.

              The
      eleventh amendment was made on November 24, 1988.

              The
      twelfth amendment was made on December 5, 1988.

              The
      thirteenth amendment was made on February 21, 1989.

              The
      fourteenth amendment was made on December 11, 1989.

              The
      fifteenth amendment was made on March 31, 1990.

              The
      sixteenth amendment was made on March 30, 1991.

              The
      seventeenth amendment was made on April 11, 1992.

              The
      eighteenth amendment was made on April 28, 1993.

              The
      nineteenth amendment was made on March 21, 1994.

              The
      twentieth amendment was made on March 21, 1995.

              The
      twenty-first amendment was made on April 8, 1996.

              The
      twenty-second amendment was made on April 12,
  1997.

            


    

     

    
       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

     

    
      	 	 	The
      twenty-third amendment was made on March 21, 1998.
      
              The
      twenty-fourth amendment was made on June 9, 1999.

              The
      twenty-fifth amendment was made on 11 July 2000.

              The
      twenty-sixth amendment was made on June 1, 2001.

              The
      twenty-seventh amendment was made on June 21, 2002.

              The
      twenty-eighth amendment was made on June 21, 2002.

              The
      twenty-ninth amendment was made on June 19, 2003.

              The
      thirtieth amendment was made on June 19, 2003.

              The
      thirty-first amendment was made on June 15, 2004.

              The
      thirty-second amendment was made on June 30, 2005.

              The
      thirty-second amendment was made on June 21, 2006

              The
      thirty- fourth amendment was made on June 28, 2007

              The
      thirty- fifth amendment was made on June 19, 2008

              The
      thirty-sixth amendment was made on June 25,
  2009.

            


    

    


    
       

    

     

     

     

    8