Exhibit
      4(r)





**JOINT
      VENTURE AGREEMENT**




**THIS
      AGREEMENT** (the “Agreement”) is made and entered into this
      14th day of July, 2006 among:




Each
      of
      the entities listed in **SCHEDULE I** hereto (each an “ASE Entity”
and collectively, the “ASE Group”);




ASE
      Inc.,
      a company duly incorporated and existing under the laws of the Republic of
      China
      (“R.O.C.”), having its principal place of business at 26, Chin 3rd Road, 811,
      Nantze
      Export Processing Zone, Kaohsiung, Taiwan, R.O.C. as representative of ASE
      Group
      (“ASE Representative”);




Each
      of
      the entities listed in **SCHEDULE II** hereto (each a “PSC Entity”)
      and collectively, the “PSC Group”); and




Powerchip
      Semiconductor Corp., a company duly incorporated and existing under the laws
      of
      the R.O.C., having its principal place of business at No. 12, Li-Hsin Road,
      Hsin-Chu Science Park, Hsin Chu, Taiwan, R.O.C. (“**PSC
      Representative**”).




**WITNESSETH:**




**WHEREAS,**
      the parties hereto wish to cooperate in establishing and operating (i) a new
      company to be established under the laws of the Cayman Islands (the
“Company”) for the purpose of owning a R.O.C. incorporated operating
      company (the “Operating Company”) to engage in the business of assembly
      and testing of flash and other memory IC.




**NOW
      THEREFORE,** the parties hereto agree as follows:




**ARTICLE
      I.  DEFINITIONS.**




In
      addition to those terms defined above and elsewhere herein, the follow of terms,
      when used herein, shall have the following meanings which shall include both
      the
      singular and plural thereof.




1.01.  “NT
      Dollars” and “NT$” shall mean the lawful currency of the
      R.O.C.




1.02.  “US
      Dollars” and “US$” shall mean the lawful currency of the United
      States of America.




1




**ARTICLE
      II.  THE COMPANY.**




2.01.  Cayman
      Islands Laws and Regulations.  The parties shall establish and
      operate the Company in accordance with all relevant Cayman Islands laws and
      regulations and the terms of this Agreement.




2.02.  Formation.  Immediately
      upon execution hereof, the parties shall carry out all necessary acts (including
      capitalization of the Company) and execute all necessary documents to establish
      and register the Company with the appropriate authorities of the Cayman Islands
      and to obtain such licenses and approvals as may be necessary or appropriate
      to
      carry out the activities contemplated hereby to be conducted by the
      Company.  Each party hereto shall (i) cooperate and timely execute
      and/or provide all such documents and information as may be required to
      facilitate the above and (ii) obtain all such approvals as each such party
      may
      require to invest in the Company and to otherwise perform such party’s
      obligations hereunder.




2.03. 
      Name of the Company.  The name of the Company shall be Power
      ASE Technology Holding Limited.




2.04.  Business
      Scope.  The Company shall, to the greatest extent permitted by
      relevant laws and regulations, engage in the business of acting as a holding
      company.




2.05.  Company’s
      Office.  The Company shall have its head office in Chungli Taiwan
      and may have one or more branch or liaison offices elsewhere.




2.06.  Constitutive
      Documents.  The Company shall be established under Cayman Islands
      law and shall be governed by a memorandum and articles of incorporation to
      be
      prepared and adopted in conformity with the terms hereof (the “M&A”);
provided, that, in the event of any conflict between the provisions
      of
      this Agreement and the M&A, to the greatest extent permitted by law, the
      provisions of this Agreement shall prevail as between the parties hereto and
      the
      parties shall promptly take all such steps as are required and legally permitted
      to amend the M&A accordingly.




2.07.  Company
      Authorized Capital.  The Company shall have authorized capital of
      Fifty Five Million (55,000,000) shares with par value of one US Dollar (US$1)
      each (“Company Authorized Capital”).




2.08.  Capitalization
      and Voting Rights.  (a) Voting Rights.  Subject
      to pro rata reduction as the result of the issuance of shares to employees
      as
      contemplated by Section 2.08(d), below, for so long as ASE Group holds not
      less
      than fifty percent (50%) of the shares of the Company and PSC Group owns not
      less than thirty percent (30%) of the shares of the Company, ASE Group’s voting




2


rights
      in
      the Company shall be sixty percent (60%) and PSC Group’s voting rights in the
      Company shall be forty percent (40%).  If either party’s shareholding
      falls below the relevant threshold set out above, unless the parties otherwise
      agree in writing at that time, all voting rights thereafter shall be on a one
      share one vote basis.




(b)  Initial
      Direct Subscription.  At the time of the incorporation of the
      Company, the parties shall subscribe to forty seven million five hundred
      thousand (47,500,000) shares, representing paid-in capital of Forty Seven
      Million Five Hundred Thousand US Dollars (US$47,500,000) which paid-in capital
      shall be fully paid at the time of incorporation of the Company and subscribed
      to and paid for at par value by the parties as set forth **SCHEDULE
      I** and **SCHEDULE II** hereto.




(c)  ASE
      Representative Option.  Subject to obtaining required R.O.C.
      government approvals, ASE Representative shall have the right, at the ASE
      Representative’s option exercisable by written notice from the ASE
      Representative to the PSC Representative given at any time after the date
      falling one (1) year after the formation of the Operating Company (“Option
      Notice”), to require the Company to increase its paid in capital by two
      million five hundred thousand (2,500,000) shares to a total of fifty million
      (50,000,000) shares with par value of one US Dollar (US$1) each by issuing
      an
      additional two million five hundred thousand (2,500,000) new shares to be
      allocated among the ASE Entities and/or ASE Representative as specified in
      the
      Option Notice and to simultaneously purchase ASE Representative’s holdings in
      the Operating Company acquired pursuant to Section 3.02, below at a purchase
      price of two million five hundred thousand US Dollars
      (US$2,500,000).  If the ASE Representative acquires any share of the
      Company under this Section 2.08(c), it shall be deemed to be an ASE Entity
      and a
      member of the ASE Group.




(d)  Employee
      Shares.  Five Million (5,000,000) shares of the Company Authorized
      Capital shall be reserved for employee stock options to be granted as determined
      by the board of directors of the Company from time to time; provided,
      that the exercise price for any employee stock options shall be not less than
      (1) one US Dollar (US$1) per share or (ii) the then book value per share of
      the
      Company’s stock (based on the Company’s then most recent audited consolidated
      financial statements), whichever is greater.




2.09 
       Preemptive Rights.  Except as regards the shares to be
      issued to the ASE Group and/or ASE Representative pursuant to Section 2.08(c),
      above or to employees pursuant to Section 2.08(d), above, each of the parties
      hereto, so long as it remains a shareholder of the Company, shall, to the
      greatest extent permitted by applicable Cayman Islands laws, have a preemptive
      right to subscribe for additional shares of the Company which may, from time
      to
      time, be issued in a cash injection capital increase or, to the extent such
      issuance is, or may become,




3


permitted
      by applicable law, any other equity, debt convertible to equity or other
      quasi-equity securities of the Company, in proportion to such party’s then
      shareholding in the Company.  Each of the parties hereto shall, within
      ten (10) business days of the receipt of a notice from the Company stating
      the
      general terms of the new issue, the number of new shares (or other securities)
      proposed to be issued and the proposed issue price deliver a written response
      to
      the Company stating the number of the new shares (or other securities) to which
      such party wishes to subscribe.  Any party failing to respond within
      such period shall be deemed to have waived its preemptive rights with respect
      to
      the relevant issue; provided, that, if any ASE Entity or PSC Entity, as
      applicable, shall elect or be deemed to have elected, not to subscribe for
      new
      shares (or other securities), the Company shall so notify the ASE Representative
      or the PSC Representative, as applicable (the “Follow Up Notice”), and
      the relevant representative may by notice to the Company given within ten (10)
      days after receipt of the Follow Up Notice designate another ASE Entity(ies)
      or
      PSC Entity(ies) or any affiliates of ASE Representative or PSC Representative,
      as applicable (“Designated Take Up Party”), to take up the relevant shares (or
      other securities); provided, further, that, if the Designated Take
      Up Party is not an original subscriber to the Company’s shares under Section
      2.08(b), above, the selection of such Designated Take Up Party shall be subject
      to the approval of the other representative. Any newly offered shares (or
      securities) not subscribed to pursuant to this Section may be issued to such
      investors as the Board of Directors of the Company shall decide.




2.10.  Management
      Structure and Operations.  The Company shall be managed as
      provided below and each party hereto shall at all times (including with respect
      to filling director or officer vacancies) vote its shares in the Company, and
      cause the directors and officers appointed by it to vote and act, so as to
      carry
      out the business of the Company in accordance with the following and the terms
      and conditions of this Agreement:




(a)  Shareholders’
      Meetings.  Shareholders’ meetings shall be convened and conducted
      in accordance with applicable Cayman Islands laws and may be held within or
      outside the Cayman Islands.  A quorum for the holding of any such
      meeting shall be not less than a majority of the issued and outstanding shares
      in person or by proxy or such greater quorum as is required by Cayman Islands
      law and, except where a greater majority is mandated by the Cayman Islands
      law,
      resolutions shall be adopted by the affirmative vote of a majority of the shares
      represented at a meetings at which a quorum is present; provided, that
      the following actions shall require an affirmative vote of two thirds of the
      shares present at a shareholders meeting at which a quorum is
      present:




(i)  Capital.  Any
      increase in the authorized or paid in capital of the Company except for an
      increase in paid in capital contemplated by Section 2.08(c) or Section 2.08(d),
      above;




4




(ii)  Business
      Arrangements.  The entering into, amendment or termination of any
      contract for the leasing of the entire business of the Company, the granting
      of
      any mandate for the management of the business of the Company or the entering
      into of any arrangement to operate the business of the Company as a joint
      venture with others;




(iii)  Sale.  The
      sale or transfer of all or a substantial portion of the Company’s business or
      assets;




(iv)  Purchase.  The
      acquisition of the business or assets of others to the extent such may
      substantially affect the business activities of the Company;




(v)  M&A
      Amendment.  Any amendment of the M&A; and




(vi)  Dissolution.  The
      dissolution or merger of the Company or the spin off of all or a substantial
      portion of the Company’ s business or assets.




(b)  Board
      of Directors.




(i)  Membership.  The
      Company shall have a five (5) member board of directors.  For so long
      as the ASE Group holds not less than fifty percent (50%) of the shares of the
      Company, three (3) of such directors shall be persons nominated by the ASE
      Representative and, for so long as the PSC Group owns not less than thirty
      percent (30%) of the shares of the Company, two (2) of such directors shall
      be
      persons nominated by the PSC Representative.  Except to the extent
      that a greater quorum is required by law, a quorum for the holding of a board
      of
      directors meeting shall be a majority of the directors and resolutions shall
      be
      adopted by the affirmative vote of a majority of directors present in person
      or
      by proxy at such meeting.




(ii)  Powers.  Except
      as otherwise required by law, the board of directors of the Company shall have
      the following specific powers in addition to all such powers as are given to
      a
      board of directors under Cayman Islands law:




(A)  election
      of the Chairman of the Company;




(B)  appointment
      of the president and other officers of the Company and determination of the
      compensation of such appointees;




(C)  approval
      of dividend distribution proposals to be submitted to a shareholders meeting
      for
      approval;




5




(D)  approval
      of any proposal to sell or transfer all or a substantial portion of the business
      or assets of the Company to be submitted to a shareholders meeting for approval;
      and




(E)  approval
      of any proposal to dissolve or merge the Company or to spin off all or a
      substantial portion of the Company’s business or assets to be submitted to a
      shareholders meeting for approval.




(iii)  Meetings.  The
      board of directors of the Company shall meet as needed but not less than once
      each calendar quarter at a place to be determined by the chairman of the
      Company.




(iv)  Chairman.  The
      chairman of the Company shall be elected by, and from among, the members of
      board of directors of the Company nominated by the ASE
      Representative.  The chairman shall be the chief executive officer of
      the Company and shall be the official representing the Company.




(c)  President.  The
      president of the Company shall be appointed by the board of directors. The
      president shall be the chief operating officer of the Company responsible for
      day-to-day business operations and shall report to, and act under the general
      supervision of, the chairman of the Company.




(d)  Other
      Officers.  Other officers of the Company may be nominated by the
      Chairman and appointed by the board of directors of the Company, as
      needed.




(e)  Fiscal
      Year.  The fiscal year of the Company shall begin on January 1st
      of each year and end on December 31st of the same
      calendar year.




(f)  Accounting
      and Financial Information.




(i)  Books
      and Records.  The Company shall maintain at its head office a
      complete set of books of account and records which shall accurately reflect
      the
      Company’s financial position, and be kept in accordance with generally accepted
      R.O.C. accounting principles.




(ii)  Annual
      Audit.  At the end of each fiscal year, the Company shall produce
      consolidated annual financial statements audited by Deloitte and Touche or
      another accounting firm of international reputation selected by the Board of
      Directors of the Company and provide copies of such audited statements to each
      party hereto within sixty (60) days (or such shorter period as the ASE
      Representative and PSC Representative may agree) after the end of each fiscal
      year. Such audit report shall be final and




6


binding
      upon the parties as to the income, costs, fees, expenses, losses and profits,
      if
      any, of the Company absent manifest error or fraud.




(iii)  Other
      Reports.  The Company shall, in addition to the above, deliver to
      each party:




(A)  within
      thirty (30) (or such shorter period as the ASE Representative and PSC
      Representative may agree) days after the end of each calendar quarter unaudited
      consolidated quarterly financial statements; and




(B)  within
      thirty (30) days (or such longer period as the ASE Representative and PSC
      Representative may agree) prior to the end of each fiscal year an annual budget,
      as approved by the Company’s board of directors for the next fiscal
      year.




(iv)  Inspections.  Each
      of the ASE Representative and the PSC Representative, acting through its
      authorized agents and employees shall, at any time, at its own expense, have
      access to, and the right to inspect, the books, records, finances, procedures,
      practices and policies of the Company and to make copies of relevant
      documents.




(v)  Dividend
      Policy.  The dividend policy of the Company shall be as proposed
      by the Board of Directors and approved by shareholder meetings from time to
      time; provided, that the Company shall assure that an amount equal to two
      percent (2%) of the distributable earnings of the Operating Company for each
      year are paid up to the Company and then allocated by the Company to the
      directors and supervisors of the Company and the Operating Company in such
      proportions as the Board of Directors shall decide “Director/Supervisor
      Allocation”).




**ARTICLE
      III.  THE OPERATING COMPANY.**




3.01.  R.O.C.
      Laws and Regulations.  The parties shall establish and operate the
      Operating Company in accordance with all relevant R.O.C. laws and regulations
      and the terms of this Agreement.




3.02.  Formation.  The
      parties acknowledge that, prior to execution hereof, ASE Representative has
      established the Operating Company with the paid in capital of Eighty Million
      NT
      Dollars (NT$80,000,000), divided into 8,000,000 shares with a par value of
      Ten
      NT Dollars (NT$10) per share.  Upon execution hereof, the parties
      shall carry out all necessary acts (including increasing the capital as
      described in Section 3.07(a) and to obtain such licenses and approvals




7


as
      may be
      necessary or appropriate to carry out the activities contemplated hereby to
      be
      conducted by the Operating Company.




3.03.  Name
      of the Operating Company.  The name of the Operating Company shall
      be Power ASE Technology Inc. in English and in Chinese.




3.04.  Business
      Scope.  The Operating Company shall, to the greatest extent
      permitted by relevant laws and regulations, engage in the business of assembling
      and testing flash and other memory ICs.




3.05.  Operating
      Company’s Office.  The Operating Company shall have a head office
      in Chungli Taiwan and may have one or more branch or liaison offices
      elsewhere.




3.06.  Constitutive
      Documents.  The Operating Company shall be established under
      R.O.C. law and shall be governed by articles of incorporation to be prepared
      and
      adopted in conformity with the terms hereof (the “AOI”); provided,
      that, in the event of any conflict between the provisions of this Agreement
      and
      the AOI, to the greatest extent permitted by law, the provisions of this
      Agreement shall prevail as between the parties hereto and the parties shall
      promptly take all such steps as are required and legally permitted to amend
      the
      AOl accordingly.




3.07.  Company
      Subscription.  (a) Capital Increase. After incorporation of
      the Company and the Operating Company, the parties shall cause the authorized
      and the paid-in capital of the Operating Company to be increased by one hundred
      fifty two million (152,000,000) shares to a total of one hundred sixty million
      (160,000,000) shares having par value of Ten NT Dollar (NT$10) and cause the
      Company to subscribe to such increased portion at par value.




(b)  ASE
      Representative Option.  After the date falling one (1) year after
      the date of formation of the Operation Company, the ASE Representative may,
      by
      issuing the Option Notice, require the Company to purchase the ASE
      Representative’s shares in the Operating Company as provided in Section 2.08(c),
      above.




3.08.  Management
      Structure And Operations.  The Operating Company shall be managed
      as provided below and each party hereto shall at all times (including with
      respect to filling director or officer vacancies) vote its shares in the
      Company, and cause the directors and officers appointed by it to vote and act,
      so as to carry out the business of the Operating Company in accordance with
      the
      following and the terms and conditions of this Agreement.




8


(a)  Shareholders
      Actions.  Shareholder actions shall be handled in accordance with
      applicable R.O.C. law.




(b)  Board
      of Directors.




(i)  Membership.
      The Operating Company shall have a five (5) member board of directors to be
      appointed and elected by the Company to act as representatives of the
      Company.  For so long as ASE Group holds not less than fifty percent
      (50%) of the shares of the Company, three (3) of such directors to be appointed
      and elected by the Company shall be persons nominated by the ASE Representative
      and for so long as the PSC Group owns not less than thirty percent (30%) of
      the
      Shares of the Company, two (2) of such directors to be appointed and elected
      by
      the Company shall be persons nominated by the PSC
      Representative.  Except to the extent that a greater quorum is
      required by R.O.C. law, a quorum for the holding of a board of directors meeting
      shall be a majority of the directors and resolutions shall be adopted by the
      affirmative vote of a majority of directors present at such meeting in person
      or
      by proxy.




(ii)  Powers.  Except
      as otherwise required by R.O.C. law, the board of directors of the Operating
      Company shall have the following specific powers in addition to all such powers
      as are given to a board of directors under the R.O.C. Company Law:




(A)  election
      of the Chairman of the Operating Company;




(B)  appointment
      of the president and other officers of the Operating Company and determination
      of the compensation of such appointees;




(C)  approval
      of dividend distribution proposals to be submitted to a shareholders meeting
      for
      approval;




(D)  approval
      of any proposal to sell or transfer all or a substantial portion of the business
      or assets of the Operating Company to be submitted to a shareholders meeting
      for
      approval; and




(E)  approval
      of any proposal to dissolve or merge the Operating Company or to spin off all
      or
      a substantial portion of the Operating Company’s business or assets to be
      submitted to a shareholder meeting for approval.




9


(iii)  Meetings.  The
      board of directors of the Operating Company shall meet as needed but not less
      than once each calendar quarter at a place determined by the chairman of the
      Operating Company.




(iv)  Chairman.  The
      chairman of the Operating Company shall be elected by, and from among, the
      members of the board of directors of the Operating Company nominated by the
      ASE
      Representative.  The chairman shall be the chief executive officer of
      the Operating Company and shall be the official representing the Operating
      Company.




(c)  Supervisors.  The
      Operating Company shall have two (2) supervisors to be appointed and elected
      by
      the Company to act as representatives of the Company.  So long as the
      ASE Group holds not less than fifty percent (50%) of the shares of the Company,
      one (1) such supervisor to be appointed and elected by the Company shall be
      a
      person nominated by the ASE Representative and for so long as the PSC Group
      owns
      not less than thirty percent (30%) of the shares of the Company, one (1) such
      supervisor to be appointed and elected by the Company shall be a person
      nominated by the PSC Representative.




(d)  President.  The
      president of the Operating Company shall be appointed by the board of directors
      of the Operating Company.  The president shall be the chief operating
      officer of the Operating Company responsible for day-to-day business operations
      and shall report to, and act under the general supervision of the chairman
      of
      the Operating Company.




(e)  Other
      Officers.  Other officers maybe nominated by the Chairman and
      appointed by the board of directors, as needed.




(f)  Fiscal
      Year.  The fiscal year of the Operating Company shall begin on
      January 1st of
      each year and end on December 31st of the same
      calendar year.




(g)  Accounting
      and Financial Information.




(i)  Books
      and Records.  The Operating Company shall maintain at its head
      office a complete set of books of account and records which shall accurately
      reflect the Operating Company’s financial position, and be kept in accordance
      with generally accepted R.O.C. accounting principles.




(ii)  Annual
      Audit.  At the end of each fiscal year, the Operating Company
      shall produce consolidated annual financial statements audited by Deloitte
      and
      Touche or another accounting firm of international reputation selected by the
      Board of Directors of the Operating Company and provide copies of such audited
      statements to each party hereto within sixty (60) days (or such shorter period
      as the ASE Representative and PSC




10


Representative
      may agree) after the end of each fiscal year. Such statements shall be final
      and
      binding upon the parties as to the income, costs, fees, expenses, losses and
      profits, if any, of the Operating Company absent manifest error or
      fraud.




(iii)  Other
      Reports.  The Operating Company shall, in addition to the above,
      deliver to each party;




(A)  within
      thirty (30) (or such shorter period as the ASE Representative and PSC
      Representative may agree) days after the end of each calendar quarter unaudited
      consolidated quarterly financial statements; and




(B)  within
      thirty (30) days (or such longer period as the ASE Representative and PSC
      Representative may agree) prior to the end of each fiscal year an annual budget
      as approved by the Operating Company’s board of directors for the next fiscal
      year.




(iv)  Inspections.  Each
      of the ASE Representative and the PSC Representative, acting through its
      authorized agents and employees shall, at any time, at its own expense, have
      access to, and the right to inspect, the books, records, finances, procedures,
      practices and policies of the Operating Company and to make copies of relevant
      documents.




(v)  Dividend
      Policy.  The Operating Company shall pay such dividends as the
      board of directors of the Operating Company may decide from time to time,
provided, that (i) two percent (2%) of the distributable earnings
      actually distributed for any given fiscal year shall be paid up to the Company
      to fund the Director/Supervisor Allocation and (ii) from five percent (5.0%)
      to
      seven percent (7.0%) of distributable earnings actually distributed for any
      given fiscal year shall be distributed as cash bonuses to employees of the
      Operating Company (no stock bonuses to employees shall be allowed).




**ARTICLE
      IV.  TRANSFER OF SHARES/RIGHTS OF FIRST
      REFUSAL.**




4.01.  Right
      of First Refusal.  Any member of the ASE Group wishing to sell or
      transfer to any party other than ASE Representative or any ASE Entity all or
      any
      part of its shares in the Company shall first offer such shares to the PSC
      Group
      by written notice to the PSC Representative and any member of the PSC Group
      wishing to sell or transfer all or any part of its shares in the Company to
      any
      party other than PSC Representative or any PSC Entity shall first offer such
      shares to the ASE Group by written notice to the ASE
      Representative.  In each case, the relevant seller (the “Selling
      Party”) shall specify in the above notice, the number of shares intended to
      be sold (“Offerred Shares”), the price per share and




11


the
      other
      terms of such transfer or sale to the relevant third parties (the “Offer
      Terms”).  The ASE Representative or PSC Representative, as
      applicable (the “Offeree”), shall within fifteen (15) days of receipt of
      such notice (the “Offering Period”), have the right of first refusal to
      purchase or cause one or more other ASE Entities or PSC Entities, as applicable,
      to purchase the Offered Shares on the Offer Terms.  If the Offeree,
      within the Offering Period, notifies the Selling Party, in writing, of the
      Offeree’s intent to purchase, or cause to be purchased, the Offered Shares, such
      notice shall be irrevocable and the purchase of such shares shall be concluded
      within not more than thirty (30) days of such notice.  If the Offeree
      does not give written notice of intent to purchase all or a portion of the
      Offered Shares within the above period, the Selling Party may then transfer
      or
      sell the Offered Shares (or such portion thereof, as applicable), to the
      relevant third party on the Offer Terms at any time within the next sixty (60)
      days thereafter failing which the provisions of this Section 4.01 shall again
      apply.




4.02.  Transfer
      to Affiliates.  The restrictions set forth in Section 4.01, above,
      shall not apply to transfer of shares to affiliates of a party or to transfer
      by
      employees of employee stock option shares issued pursuant to Section 2.08(d),
      above (“Employee Shares”).  Upon any transfer to an affiliate
      under this Section 4.02, such affiliate shall be deemed to be an ASE Entity
      or
      PSC Entity as defined herein and a member of the ASE Group or the PSC Group,
      as
      applicable, as defined herein.




4.03.  Obligations
      of Third Party Transferees.  Except for sale or transfer of
      Employee Shares, no transfer or sale of the Company’s shares to any third party
      shall be concluded unless and until such third party shall have provided the
      Company and the parties hereto with an undertaking, in form and substance
      approved by the Company and the parties hereto, which binds such third party
      to
      the provisions hereof.




4.04.  Withdrawing
      Shareholder.  If any party ceases to be a shareholder of the
      Company, this Agreement shall terminate as to such party; provided, that
      any obligations hereunder or liabilities for breaches of this Agreement arising
      prior to such termination shall not be released.  Termination of this
      Agreement shall not be construed as terminating any agreement executed pursuant
      to this Agreement, except as specifically provided for in this Agreement or
      such
      other agreement.




**ARTICLE
      V.  REPRESENTATION AND WARRANTIES.**




Each
      party
      hereto hereby represents and warrants to each other party hereto
      that;




5.01.  Existence.  Such
      party is a corporation duly organized and existing and in good standing under
      the laws of its place of incorporation and has the




12


corporate
      power and authority to execute and deliver this Agreement and, subject to the
      conditions herein stated, to fully perform its obligations
      hereunder.




5.02.  Legality.  The
      execution, delivery and performance by such Party of, and compliance by such
      Party with the terms and conditions of this Agreement have been approved by
      all
      necessary corporate actions and do not and will not conflict with or result
      in
      the violation of such party’s constitutive documents, or any contract,
      agreement, instrument, permit, law or regulation binding on such
      party.




5.03.  Binding.  This
      Agreement constitutes the legal, valid and binding obligations of such
      party.




**ARTICLE
      VI.  CORPORATE POLICIES.**




The
      following policies shall govern the operations of the Company and the Operating
      Company.




6.01.  Debt
      Obligations.  No party hereto shall be obligated to guarantee or
      otherwise assume liability for the financial obligations of the Company or
      the
      Operating Company.




6.02.  Compliance
      with Law.  In no event shall the Company or the Operating Company
      conduct or carry on activities that shall contravene or cause any party hereto
      to contravene any existing or future laws of any relevant
      jurisdiction.




**ARTICLE
      VII.  OPERATING PROVISIONS.**




7.01.  Fair
      Market Value.  All related party transactions to be entered into
      between any ASE Entity or PSC Entity (or any of their respective affiliates)
      with the Operating Company shall be entered into at fair market value prices
      and
      on fair market value terms in compliance with applicable R.O.C. laws and
      regulations (“Fair Market Value”).




7.02.  Location.  The
      Operating Company will be located at a site within the ASE Chungli complex
      to be
      leased from ASE Inc. (“Lessor”) at Fair Market Value rentals and
      otherwise on terms and conditions to be agreed in a written lease agreement
      between the Lessor and the Operating Company.




13


7.03.  Facilities
      Management.  The parties shall cause the Operating Company to
      operate in compliance with all applicable safety and fire prevention standards
      and to appropriately insure against such risks as are normal for companies
      in a
      similar line of business.




7.04.  Corporate
      and Administration Support.  The ASE Representative shall provide
      corporate and administrative support (including utilities and information
      technology) to the Operating Company at Fair Market Value compensation levels
      to
      be separately agreed between the relevant provider(s) of such support and the
      Operating Company.




7.05.  Purchase
      of Equipment.  The Operating Company may purchase from the ASE
      Representative (i) new equipment purchased by the ASE Representative for the
      Operating Company which will be sold to the Operating Company at cost and (ii)
      ASE Representative owned existing equipment which will be sold by the ASE
      Representative to the Operating Company at Fair Market Value
      prices.




7.06.  Intellectual
      Property.  (a) Assembly and Testing Related
      IP.  ASE Representative shall, or shall cause its relevant
      affiliate(s) to, sub-license to the Operating Company assembly related
      intellectual property (“Assembly and Testing Related IP”) licensed or
      sub-licensed by the ASE Representative (or such affiliates), from others at
      fees
      consistent with the fees paid by the ASE Representative (or such affiliate(s)),
      for the relevant intellectual property (subject to agreement of third party
      licensor, if applicable) and the ASE Representative shall license Assembly
      and
      Testing Related IP which is owned by ASE Representative to the Operating Company
      free of charge.




(b)  Test
      Program and Methodology.  The PSC Representative shall provide
      test intellectual property and methodology to the Operating Company within
      the
      scope of the offtake arrangements described below without additional
      compensation; provided, that the Operating Company shall not, without the
      PSC Representative’s prior written consent, use such intellectual property or
      methodology for any non-PSC offtake production.




(c)  IP
      Infringement.  Each licensor/provider of intellectual property and
      methodology under Section 7.06(a) or (b), above, represents and warrants that
      it
      has all rights and/or title to license or provide such intellectual property
      or
      methodology to the Operating Company as contemplated hereby.  The
      parties shall cooperate reasonable with one another and the Operating Company
      in
      the event any infringement is asserted by any third party against any party
      hereto or the Operating Company in connection with the actions contemplated
      by
      Section 7.06(a) and (b), above.




(d)  Business
      and Management Template and Methodology.  ASE Representative shall
      license to the Operating Company assembly and testing related business and
      management template and methodology free of charge.




14


7.07.  Offtake
      Matters.  (a) Capacity.  The capacity design and
      expansion plan of the Operating Company shall be determined by the board of
      directors of the Operating Company.




(b)  Set
      Up.  ASE Representative shall use its best efforts to assist the
      Operating Company to set up the Operating Company’s facility with an aggregate
      capacity of nine million five hundred thousand (9,500,000) pieces per month
      within twenty four (24) months after commencement of production (“Initial
      Period”).




(c)  Initial
      Period Offtake.  Subject to the qualification and audit of the
      Operating Company, PSC Representative shall load the Operating Company with
      eighty percent (80%) of designed capacities or seven million six hundred
      thousand (7,600,000) pieces per month whichever is lower during the Initial
      Period at the offtake pricing specified in Section 7.07(e), below.




(d)  Subsequent
      Offtake.  Subject to the qualification and audit of the Operating
      Company, PSC Representative will use its best efforts to reach a target load
      of
      the Operating Company of not less than sixty percent (60%) of designed
      capacities and expansion plan during twenty four (24) months after the end
      of
      the Initial Period at the offtake pricing specified in Section 7.07(e)
      below.




(e)  Offtake
      Pricing. Offtake pricing shall be based on the following:




ASSY:  market
      price by piece of production.




TEST:  market
      price by tester platform and burn-in machine hours.




(f)  Outsourcing.  PSC
      Representative shall treat the Operating Company as the PSC Representative’s
      primary outsourcing partner and shall, subject to the competitive quality,
      pricing, service and timely delivery outsource to the Operating
      Company.




7.08.  IPO.  The
      ASE Representative and the PSC Representative shall separately discuss plans
      for
      an initial public offering (“IPO”) of the Company or the Operating
      Company.  If such parties decide to have an IPO of the Operating
      Company, the Company shall be dissolved and, subject to required R.O.C.
      government approvals, the Company’ s shareholding in the Operating Company shall
      be distributed to the ASE Group, the PSC Group and other shareholders, if any,
      pro rata to each such shareholder’s then shareholding in the
      Company.




**ARTICLE
      VIII.  PROTECTION OF TRADE NAMES.**




8.01.  ASE.  The
      parties hereto recognize and acknowledge that the name, “Advanced Semiconductor
      Engineering” and the letters, “ASE”, and other trademarks or designations, and
      their equivalents in the Chinese language, is and




15


shall
      at
      all times belong exclusively to the ASE Group. So as not to give rise to a
      likelihood of confusion from the concurrent use thereof in connection with
      the
      sale of any products or the rendering of any services, the ASE Representative
      shall have the right at any time to cause the Company and/or the Operating
      Company to discontinue use of any reference to “Advanced Semiconductor
      Engineering” or “ASE”, as appropriate, and other trademarks or
      designations or any name using the words “ASE”, or, “Advanced Semiconducted
      Engineering”, as appropriate, or other confusingly similar trademarks or
      designations and the Chinese language equivalents of any thereof.




8.02.  PSC.  The
      parties hereto recognize and acknowledge that the name “Powerchip” and the
      letters, “PSC” and other trademarks or designations, and their equivalents in
      the Chinese language, is and shall at all times belong exclusively to the PSC
      Representative.  So as not to give rise to a likelihood of confusion
      from the concurrent use thereof in connection with the sale of any products
      or
      the rendering of any services, PSC Representative shall have the right at any
      time, to require the parties hereto to cause the Company and/or the Operating
      Company to discontinue use of any reference to “Powership” or “PSC”, as
      appropriate, and other trademarks or designations or any name using the words
      “PSC” or “Powerchip”, as appropriate, or other confusingly similar trademark or
      designations and the Chinese language equivalents of any thereof.




**ARTICLE
      IX.  MISCELLANEOUS.**




9.01.  Confidentiality.  Except
      for disclosures to courts, government bodies, professional advisors or
      securities exchanges and except for disclosures required by law or regulation,
      each party hereto agrees to keep confidential any obtained under this Agreement,
      and will not disclose the terms and conditions hereof without prior written
      consents of the PSC Representative (for disclosures by any ASE Entity) or the
      ASE Representatives (for disclosures by any PSC Entity).  Upon
      termination of the Agreement, the receiving party shall return or destroy any
      confidential information held by it at the sole discretion of the relevant
      disclosing party.




9.02.  Assignment.  This
      Agreement shall be binding on and inure to the benefit of the parties hereto,
      their legal representatives, successors and assigns; provided, that,
      except in accordance with a transfer of shares pursuant to Article 4 of this
      Agreement, no ASE Entity may assign its rights or obligations hereunder without
      the prior written consent of the PSC Representative and no PSC Entity may assign
      its rights or obligations hereunder without the prior written consent of the
      ASE
      Representative.




9.03.  Severability.  If
      any provision of this Agreement is held invalid or unenforceable, such
      invalidity or unenforceability shall not affect the validity or




16


enforceability
      of the other provisions hereof, all of which provisions hereby being declared
      severable.




9.04.  Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the Cayman Islands; provided, that all
      matters related to the formation of the Operating Company shall be governed
      by
      R.O.C. law.




9.05.  Arbitration.  All
      disputes, controversies or differences which may arise between the parties
      hereto as the result of a violation of the terms of this Agreement which cannot
      amicably be resolved within a reasonable period of time, as determined by either
      of the parties hereto, shall be finally settled by arbitration conducted in
      Taipei, Taiwan, R.O.C., by a panel of three (3) arbitrators selected in
      accordance with the Arbitration Law of the R.O.C. as in effect from time to
      time. Any decision of such arbitration panel shall be final and binding n the
      parties hereto.




9.06.  Enforcement
      Costs.  Each party agrees to pay and discharge all, reasonable
      costs, attorney’s fees and expenses (including, but not limited to, the costs of
      litigation ) that are incurred by any other party in successfully enforcing
      or
      defending such other party’s rights against such party under this
      Agreement.




9.07.  Company
      Formation Costs.  Costs and Expenses incurred for the
      incorporation of the Company and the Operating Company and procurement of any
      relevant R.O.C. governmental approvals and licenses, shall be borne by the
      Company.  Other costs and expenses incurred, for the separate interest
      of any party, shall be borne by the party incurring such expenses.




9.08.  Disclaimer
      of Agency.  Except otherwise provided in Section 9.17 below, this
      Agreement shall not be deemed to constitute any party the agent of any other
      party.




9.09.  Term.  This
      Agreement shall become effective upon signing and shall terminate on the earlier
      of (i) the date falling forty eight (48) months after commencement of the
      Operating Company’s operation, (ii) dissolution of the Company or the Operating
      Company, (iii) distribution of the assets of the Company or the Operating
      Company or (iv) IPO of the shares of the Company or the Operating
      Company.




9.10.  Default;
      Termination for Cause.  (a) Material Breach.  In
      the event of a material breach of this Agreement by (i) any one or more of
      the
      PSC Entities or any one or more of the ASE Entities, then this Agreement may
      be
      terminated by the ASE Representative (if a PSC Entity is the breaching party)
      or
      the PSC Representative (if an ASE Entity is the breaching party) after giving
      sixty (60) days prior written notice to the breaching party specifying the
      reason for




17


termination,
      such termination becoming effective at the end of said sixty (60) day period
      unless the breach has been rectified by that time to the satisfaction of the
      terminating party.




(b)  Bankruptcy.  (i)
      The ASE Representative shall have the right to terminate this Agreement as
      to
      the relevant PSC Entity forthwith by written notice to the PSC Representative,
      if any PSC Entity, and (ii) the PSC Representative shall have the right to
      terminate this Agreement forthwith as to the relevant ASE Entity by written
      notice to the ASE Representative, if any ASE Entity, enters into bankruptcy,
      receivership, composition, rehabilitation, liquidation, reorganization for
      the
      purpose of avoiding bankruptcy or becomes insolvent by being unable to pay
      its
      debts as they become due.




(c)  Effect
      of Termination.  Upon termination of this Agreement, the parties
      hereto agree that (i) no party hereto shall thereafter make use of any word,
      design, mark slogan or legend owned by or associated by any other party;
provided that, for so long as the operating Company continues to provide
      production for any PSC related party, the Operating Company may continue to
      use
      the intellectual property and business and management template and methodology
      described in Section 7.06 (a), (b) and (d), above, for such purpose. Articles
      VIII and Sections 9.01, 9.04, 9.05, 9.06, 9.08, 9.09, 9.10, 9.12, 9.13 and
      9.17
      hereof shall survive any expiry or termination hereof.




(d)  Damages;
      Termination for Cause.  In the event of termination resulting from
      breach of this Agreement, no party is discharged of any antecedent liability
      to
      any other party, and all of such party’s rights and remedies are preserved,
      except that no party is liable for consequential damages.




9.11.  Force
      Majeure.  No party to this Agreement is responsible to any other
      party hereto for non-performance or delay in performance of the terms and
      conditions hereof due to acts of God, acts of governments, riots, wars, strikes,
      accidents of transportation, labor difficulties, fires floods, explosions,
      court
      orders or similar causes beyond the control of the affected party.




9.12.  Notices.  Any
      notices required or permitted to be given under this Agreement by any ASE Entity
      and/or PSC Entity hereunder shall be made in writing by postage prepaid
      registered mail (airmail if international), telex, facsimile transmission or
      hand deliver, and shall be deemed to have been sufficiently given for all of
      the
      purposes hereof when actually received by the PSC Representative (if such notice
      is given by an ASE Entity) or the ASE Representative (if such notice is given
      by
      a PSC Entity) at the address set forth after such representative’s name and
      signature hereon below or such address as such party may subsequently specify
      by
      notice to the other parties hereto.




18


9.13.  Governing
      Language.  The English text of this Agreement shall be deemed the
      original. In the event this Agreement is translated into Chinese or any other
      language, and in the event of any dispute or misunderstanding as to the
      interpretation of the language or terms of this Agreement, the English language
      version hereof shall control.




9.14.  Completeness,
      Modification and Amendment.  This Agreement supersedes all
      previous representations, understandings or agreements, oral or written, between
      the parties with respect to the subject matter hereof and contains the entire
      understanding of the parties as to the terms and conditions of their
      agreement.  No charges, alterations or modifications hereby shall be
      effective unless in writing and signed by authorized representatives of the
      parties.




9.15.  Waiver.  Failure
      of any party to insist upon strict performance of any provisions hereof shall
      not constitute waiver of such right, nor shall a waiver in one situation
      constitute a waiver with respect to a later breach whether of a similar nature
      or otherwise.




9.16.  Descriptive
      Headings; Counterparts.  The captions and headings contained
      herein are for convenience of reference only and shall not in any way effect
      the
      meaning or interpretation of this Agreement.  This Agreement may be
      executed in more than one counterpart and each such counterpart shall constitute
      and original hereof.




9.17.  Representatives.  Each
      ASE Entity hereby irrevocably and unconditionally appoints the ASE
      Representative as its representative for all purposes hereof and each PSC Entity
      hereby irrevocably and unconditional appoints the PSC Representative as its
      representative for all purposes hereof.  All notices, instructions,
      requests or other communication given by or to the ASE Representative hereunder
      shall be deemed to have been given by/to each and every ASE Entities and shall
      bind all ASE Entity and all notices, instructions, requests on other
      communications given by or to the PSC Representative hereunder shall be deemed
      to have been given by/to each PSC Entity and shall bind all PSC
      Entities.










19





**IN
      WITNESS WHEREOF**, the parties hereto have affixed and their hand and
      seals the day and year first above written.




**ASE
                REPRESENTATIVE:**
            
            
            **ASE
                INC.**By:
            /s/
              Jason C.S. ChangName:  Jason
                C.S. ChangTitle:  ChairmanAddress
                for Notices:
              Rm
                1901, F19, 333,
              Sec.
                l, Keelung Rd.,
              Taipei,
                Taiwan R.O.C.








**ASE
                ENTITY:**
            
            
            **J&R
                HOLDING LIMITED**By:
            /s/
              Jason C.S. ChangName:  Jason
                C.S. ChangTitle:  Authorized
                SignatoryAddress
                for Notices:
              Rm
                1901, F19, 333,
              Sec.
                l, Keelung Rd.,
              Taipei,
                Taiwan R.O.C.








**PSC
                REPRESENTATIVE:**
            
            
            **POWERCHIP
                SEMICONDUCTOR CORP.**By:
            /s/
              Frank C. HuangName:  Frank
                C. HuangTitle:  ChairmanAddress
                for Notices:
              15F,
                68
              Sec.
                3, Nanking E., Rd.,
              Taipei,
                Taiwan R.O.C.





20





**PSC
                ENTITIES:**
            
            
            **GLOBAL
                POWERTEC INC.**By:
            /s/
              Frank C. HuangName:  Frank
                C. HuangTitle:  Authorized
                SignatoryAddress
                for Notices:
              15F,
                68
              Sec.
                3, Nanking E., Rd.,
              Taipei,
                Taiwan R.O.C.








**NETWORK
                HOLDING LTD.**By:
            /s/
              Frank C. HuangName:  Frank
                C. HuangTitle:  Authorized
                SignatoryAddress
                for Notices:
              15F,
                68
              Sec.
                3, Nanking E., Rd.,
              Taipei,
                Taiwan R.O.C.








**INTEGRATED
                INVESTMENTS LIMITED**By:
            /s/
              Frank C. HuangName:
                Frank C. HuangTitle:
                Authorized signatoryAddress
                for Notices:
              15F,
                68
              Sec.
                3, Nanking E., Rd.,
              Taipei,
                Taiwan R.O.C.











21





**ACKNOWLEDGMENT
      (TO BE SIGNED UPON FORMATION OF THE**


**COMPANY
      AND OPERATING COMPANY)**




The
      undersigned by the Company and the Operating Company hereby acknowledge and
      agree to be bound by the foregoing:







**THE
                COMPANY:**
            
            
            **POWER
                ASE TECHNOLOGY HOLDING LIMITED**By:
            /s/
              Jason C.S. ChangName:
                Jason C.S. ChangTitle:Address
                for Notices:








**THE
                OPERATING COMPANY:**
            
            
            **POWER
                ASE TECHNOLOGY INC.**By:
            /s/
              Jason C.S. ChangName:  Jason
                C.S. ChangTitle:  ChairmanAddress
                for Notices:
              Rm
                1901, F19, 333,
              Sec.
                l, Keelung Rd.,
              Taipei,
                Taiwan R.O.C.








22





SCHEDULE
      I




**ASE
      GROUP**




ASE
                Entity
            
            Subscribed
                Shares
            
            Subscribed
                AmountJ&R
                HOLDING LIMITED
            
            
            27,500,000
            
            US$27,500,000Total:
            
            
            *27,500,000
            
            US$27,500,000




*ASE
      Group
      and/or the ASE Representative shall have the option to subscribe to an
      additional 2,500,000 shares as provided in Section 2.08(c) of
      Agreement.








23





SCHEDULE
      II




**PSC
      GROUP**




PSC
                Entity
            
            Subscribed
                Shares
            
            Subscribed
                AmountGlobal
                Powertec Inc.
            
            
            14,000,000
            
            US$14,000,000Network
                Holding Ltd.
            
            
            5,000,000
            
            US$5,000,000Integrated
                Investments Limited
            
            
            1,000,000
            
            US$1,000,000Total:
            
            
            20,000,000
            
            US$20,000,000














24