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 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.





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.








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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.




Article 16 (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.





Article 16 (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.






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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.





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:






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(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 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.






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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.






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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.





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