Exhibit
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 the approved 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 special permitted
businesses.
 
 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.
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 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 may
set up domestic or foreign branch offices as resolved by the Board of Directors,
if necessary.
 
 
 Chapter
Two:             
 Shares
 
 Article 6.   The total capital of the 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 to NT$8 billion. The Board of
Directors is authorized to issue the un-issued shares in different
phase.
 
 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 held
once annually within 6 months of each fiscal year convened by the Board of
Directors.  Extraordinary meetings will be held according to the law
whenever necessary.
 
 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.
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 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 the
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 discharge his 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.  If two or more persons are entitled to call the
shareholders meeting, those persons shall elect one as the
chairman.
 
 
 Chapter
Four:     
       Directors, supervisors and
managers
 
 Article 16.   
 This Company has 7 to 9 directors including 2 independent directors and 5
to 7 non-independent directors and 5 to 7 supervisors with tenures of 3 years
and who are elected from among the persons with legal
capacities.  Re-elections are allowed. When the Company conducts the
election of the directors as described in the preceding paragraph, the directors
and supervisors shall be elected in accordance with Article 198 of the Company
Law and relative laws and regulations. Independent and non-independent directors
will be elected together in the same election, except that votes for independent
directors and votes for non-independent directors will be tabulated and ranked
separately. Candidates to whom the ballots cast represent a prevailing number of
votes shall be deemed independent and non-independent directors
elect.
 
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 Article
16-1.   The Company adopts the candidates nomination
system in the election of independent directors. The Board of Directors and any
shareholder holding 1% or more of the total number of outstanding shares issued
by the Company may submit to the Company in writing a roster of independent
director candidates. After reviewing the qualification of each independent
director candidate nominated and concluding that such nominated independent
director candidates meet the qualification of the independent directors, the
Board of Directors shall submit the final roster of all the qualified
independent director candidates to the shareholders meeting for election. In
case of the shareholders meeting is convened by other convener(s) who is
entitled to convene the shareholders meeting, the candidates' qualification
shall be reviewed by the person who actually convenes the shareholders meeting
and the final roster of all the qualified independent director candidates shall
be submitted to the shareholders meeting for election afterward. The methods of
acceptance and public announcement in connection with the nomination of the
independent director candidates shall be in accordance with Company Law,
Securities and Exchange Act and other relevant laws and
regulations.
 
 Article 16-2.  The
remuneration of independent directors of the Company is NT$2 million for each
independent director per year. In case of the term of office of an independent
director is less than 1 year, the remuneration thereof shall be calculated with
the proportion of his/her actual serving days.
 
 Article
17.      The
Board of Directors is constituted by directors.  Their powers and
duties are as follows:
 
 (1).
              Devising
      operations strategy.
 (2).
              Proposing
      to distribute dividends or make up
losses.
 (3).
              Proposing
      to increase or decrease 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.
 (8).
              Other
      duties and powers granted by or in accordance with the Company Law or
      shareholders resolutions.
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   Article 18. 
    The Board of Directors is constituted by directors, and
the chairman and vice chairman is elected by the majority of the directors at a
board meeting at
which the majority of directors are present.  If the chairman is on
leave or for any reason could not discharge his 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. And the meeting of the Board of Directors should
be convened at the location where the Company is headquartered or at a location
convenient to directors or by videoconferencing.
 
 Article
20.      A director may 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 managed 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 not be distributed before:
 
 (1)
              Making
      up losses, if any;
 (2)
              10%
      being set aside as legal reserve;
 (3)
              A
      special reserve being set aside pursuant to the laws or regulation of
      governmental authority;
 (4)
              Setting
      aside a special 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);
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 If
      any Income remains, it shall be distributed as
  follows:
 
 (5)
              Not
      more than 2% of the balance (i.e., the Income deducting (1) to (4) above)
      as compensation to directors and
supervisors;
 (6)
              Not
      less than 7% and not more than 10% of the balance (i.e. the Income
      deducting (1) to (5) above) as bonus to employees (the 7% portion being
      distributed to all employees in the form of stock bonus in accordance with
      the employee bonus rules, while the portion exceeding 7% being distributed
      to individual employees (having special contributions) in accordance with
      the rules made by the board of directors with the authority granted
      hereby); and
 (7)
              The
      remainder is distributed in proportion to the aggregate amount of
      outstanding shares proposed by the
board.
 
 "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 at the developing stage. In
order to accommodate the capital demand for the present and future business
development and satisfy the shareholder's demand for the cash, this Company
adopts Residual Dividend Policy as its dividend policy to distribute the
dividends. Under aforesaid policy, 0 to 50% of the dividends are to be
distributed in the form of cash dividends and the remains are to be distributed
in the form of stock dividends, provided that the adjustment of ratio of cash
dividends and stock dividends would be made on the basis of necessity with
considering the factors such as economy, operation development and the cash
position. The dividends distribution proposal shall be made by the Board of
Directors and submitted to the shareholders meeting for approval.
 
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 Chapter
Seven:            Appendix
 
 Article
    25.
              The
      constitutive rules and the operation rules of this company shall be
      decided 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.
                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.
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  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


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