**Executive      Officers’ Certification Pursuant to**

**Section      302 of the Sarbanes-Oxley Act**

| 1.     | I              have reviewed this annual report on Form 20-F of Advanced Semiconductor              Engineering, Inc. as amended by Amendment No. 1 thereto;                                                                                                                                                                                                                                                      |
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| 2.     | Based              on my knowledge, this annual report does not contain any untrue statement              of a material fact or omit to state a material fact necessary to make              the              statements made, in light of the circumstances under which such statements              were made, not misleading with respect to the period covered by this              annual report;            |
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| 3.     | Based              on my knowledge, the financial statements and other financial information              included in this annual report fairly present in all material respects              the              financial condition, results of operations and cash flows of the company              as of, and for, the periods presented in this annual report;                                                 |
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| 4.     | The              company’s other certifying officer and I are responsible for establishing              and maintaining disclosure controls and procedures (as defined in Exchange              Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial              reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)              for              the company and have: |
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|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                               | Designed                such disclosure controls and procedures, or caused such disclosure                controls and procedures to be designed under our supervision, to                ensure                that material information relating to the company, including its                consolidated subsidiaries, is made known to us by others within those                entities, particularly during the period in which this annual report                is                being prepared; |
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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                               | Designed                such internal control over financial reporting, or caused such internal                control over financial reporting to be designed under our supervision,                to                provide reasonable assurance regarding the reliability of financial                reporting and the preparation of financial statements for external                purposes in accordance with generally accepted accounting                principles; |
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|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                               | Evaluated                the effectiveness of the company’s disclosure controls and procedures and                presented in this annual report our conclusions about the effectiveness                of                the disclosure controls and procedures, as of the end of the period                covered by this annual report based on such evaluation;                and |
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|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                               | Disclosed                in this annual report any change in the company’s internal control over                financial reporting that occurred during the period covered by the                annual                report that has materially affected, or is reasonably likely to materially                affect, the company’s internal control over financial                reporting; |

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| 5.     | The                company’s other certifying officer and I have disclosed, based on our most                recent evaluation of internal control over financial reporting, to                the                company’s auditors and the audit committee of the company’s board of                directors (or persons performing the equivalent                functions): |
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|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                | All                significant deficiencies and material weaknesses in the design or                operation of internal control over financial reporting which are                reasonably likely to adversely affect the company’s ability to record,                process, summarize and report financial information;                and |
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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                | Any                fraud, whether or not material, that involves management or other                employees who have a significant role in the company’s internal control                over financial reporting. |

|   | By:    | /s/                      Joseph Tung |                                              |
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|   |   | Name:                                | Joseph                      Tung                  |   |
|   |   | Title:                               | Chief Financial                      Officer |   |

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