Exhibit 4.1


 


 





ASE
Technology Holding Co., Ltd.





Articles
of Incorporation


 


Chapter One: General Principals


 


Article 1. 


The Company is
called 日月光投資控股股份有限公司
and is registered as a company limited by shares according to the ROC Company Act. The English name of the Company is ASE
Technology Holding Co., Ltd.


 


Article 2. 


The Company is
engaged in the following businesses: H201010 General Investment Business.


 


Article 3. 


The investment
made by the Company in other companies as a 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 ROC Company Act.


 


Article 4. 


The Company may provide
external guaranty.


 


Article 5. 


The
Company’s headquarter is located in Kaohsiung, Taiwan, ROC and may set up domestic or foreign branches, offices or business
establishments as resolved by the Board of Directors, if necessary.


 


Chapter
Two: Shares


 


Article 6. 


The Company’s
total capital is NT$50 billion divided into 5 billion shares with a par value of NT$10 per share. Stock options worth of NT$4
billion are set aside for employee subscription. The Board of Directors is authorized to issue the unissued shares in installments
if deemed necessary for business purposes.


 




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Article 7. 


The share certificates
shall be in registered form and have the signatures or seals of at least three directors of the Company and shall be legally authenticated
before issuance. In accordance with the provisions set forth in Article 162-2 of the ROC Company Act, the Company may choose not
to provide share certificates in print form.


 


Article 8. 


No registration
of share transfer shall be made within sixty days before each ordinary general shareholders’ meeting, or within thirty days
before each extraordinary general shareholders’ meeting or five days before the record date for dividends, bonuses or other
distributions as determined by the Company.


 


Article 9. 


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


 


Chapter
Three: General Shareholders’ Meeting


 


Article 10. 


General shareholders’
meetings include ordinary meetings and extraordinary meetings. Ordinary meetings shall be convened according to law 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. 


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


 


Article 12. 


Unless otherwise
required by the ROC Company Act, shareholders’ resolutions shall be adopted by at least half of the votes of the shareholders
present at a general shareholders’ meeting who hold at least half of all issued and outstanding shares of the Company.


 




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Article 13. 


Each shareholder
of the Company shall have one vote per share, unless otherwise provided by Article 179 of the ROC Company Act.


 


Article 14. 


Any shareholder,
who for any reason is unable to attend general shareholders’ meetings, may execute a proxy printed by the Company, in which
the authorized matters shall be expressly stated, to authorize a proxy to attend the meeting for him/her. Such proxy shall be
submitted to the Company at least 5 days prior to the general shareholders’ meeting.


 


Article 15. 


The general shareholders’
meeting shall be convened by the Board of Directors unless otherwise stipulated in the ROC Company Act, and the person presiding
over the meeting will be the Chairman of the Board of Directors (the “Chairman”). If the Chairman is on leave or for
any reason cannot discharge his duty, Paragraph 3 of Article 208 of the ROC Company Act should apply. If the general shareholders’
meeting is convened by a person entitled to do so other than a member of the Board of Directors, that person shall act as the
person presiding over the meeting . If two or more persons are entitled to call the general shareholders’ meeting, those
persons shall elect one to act as the person presiding over the meeting.


 


Chapter
Four: Director


 


Article 16. 


The Company shall
have 13 directors , of which there shall be 3 independent directors and 10 non-independent directors to be elected by the general
shareholders’ meeting from candidates with legal capacity. Each director shall hold office for a term of three years, and
may continue to serve in the office if re-elected.


 


The election
of the directors of the Company shall be conducted pursuant to Article 198 of the ROC Company Act and relevant regulations.


 


When
handling the aforementioned election of directors, the election of independent directors and non-independent directors should
be held together, provided, however, that the number of independent directors and non-independent directors elected shall


 




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be calculated separately;
those that receive votes representing more voting rights will be elected as independent directors or non-independent directors.


 


The Company shall
then establish an audit committee in lieu of supervisors in accordance with Article 14-4 of the ROC Securities and Exchange Act
to exercise the powers and duties of supervisors stipulated in the ROC Company Act, the ROC Securities and Exchange Act, and other
applicable laws and regulations. The audit committee shall comprise solely of the independent directors. The responsibilities,
powers and other related matters of the audit committee shall be separately stipulated in rules adopted by the Board of Directors
in accordance with applicable laws and regulations.


 


Article 16-1. 


The election
of the Company’s independent directors uses the candidate nomination system. Shareholders who hold 1% or more of the Company’s
issued shares and the Board of Directors may nominate a list of candidates for independent directors. After the Board of Directors
examines and confirms the qualifications of the candidate(s) for serving as an independent director, the name(s) is/are sent to
the general shareholders’ meeting for election. If the general shareholders’ meeting is convened by a person entitled
to do so other than a member of the Board of Directors, after such person examines and confirms the qualifications of the candidate(s)
for serving as an independent director, the name(s) is/are sent to the general shareholders’ meeting for election. All matters
regarding the acceptance method and announcement of the nomination of candidates for independent directors will be handled according
to the ROC Company Act, the ROC Securities and Exchange Act, and other relevant laws and regulations.


 


Article 16-2. 


The remuneration
of the Company’s independent directors is set at NT$3 million per person annually. For those that do not serve a full year,
the remuneration will be calculated in proportion to the number of days of the term that were actually served. The additional
remuneration of the Company’s independent directors who are also the members of the Company’s Compensation Committee
is set at NT$ 360,000 per person annually. For those that do not serve a full year, the additional remuneration will be calculated
in proportion to the number of days of the term that were actually served.


 




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Article 17. 


The Board of
Directors is constituted by directors. Their powers and duties are as follows:


 


(1). 
   Preparing business plans; 


(2). 
   Preparing surplus distribution or loss make-up proposals;


(3).    Preparing proposals 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; and






		(8).	Other
                                         duties and powers granted by or in accordance with the ROC Company Act or shareholders’
                                         resolutions.



 


Article 18. 


The Board of
Directors is constituted by directors, and the Chairman and Vice Chairman are elected by more than half of the directors at a
board meeting at which two-thirds or more of the directors are present. If the Chairman is on leave or for any reason cannot discharge
his duties, his/her acting proxy shall be elected in accordance with Article 208 of the ROC Company Act.


 


Article 19. 


Board of Directors
meetings shall be convened according to the law by the Chairman, unless otherwise stipulated by the ROC Company Act. Board of
Directors meetings can be held at the place that the Company is headquartered, or at any place that is convenient for the directors
to attend and appropriate for the meeting to be convened, or via video conference.


 


Article 19-1. 


Directors shall
be notified of Board of Director meetings no later than seven days prior to the meetings. However, in case of any emergency, a
Board of Directors meeting may be convened at any time.





Notifications of Board
of Directors meetings may be in writing or via email or fax.


 


Article 20. 


A director may
execute a proxy to appoint another director to attend the Board of Directors meeting and to exercise his/her voting right, but
a director can accept only one proxy.


 




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Chapter
Five: Manager


 


Article 21. 


The Company has one
general manager. The appointment, discharge and salary of the general manager shall be managed in accordance with Article 29 of
ROC Company Act.


 


Chapter
Six: Accounting


 


Article 22. 


The fiscal year
of the 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 ROC Company Act and submit them according to law to the ordinary
general shareholders’ meeting for approval.


 


Article 23. 


If the Company
is profitable, 0.1% (inclusive) to 1% (inclusive) of the profits shall be allocated as compensation to employees and 0.75% (inclusive)
or less of the profits should be allocated as compensation to directors. While the Company has accumulated losses, the profit
shall be set aside to compensate losses before distribution.


 


The compensation
being distributed to employees in the form of stock or cash shall be approved by more than half of the directors at a board meeting
at which two-thirds or more of the directors are present and report to the general shareholders’ meeting.


 


“Employees”
referred to in paragraph 1and 2 above includes employees of subsidiaries who meet certain qualifications. Such qualifications
are to be determined by the Board of Directors.


 


Article 24. 


The annual net income (“Income”)
shall be distributed in the order of sequences below:


 


		(1)	Making up for losses, if any.






		(2)	10% being set aside as legal
                                         reserve.



 




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		(3)	Allocation
                                         or reversal of a special surplus reserve in accordance with laws or regulations set forth
                                         by the authorities concerned.






		(4)	Addition
                                         or deduction of the portion of retained earnings that are equity investment gains or
                                         losses that have been realized and measured at fair value through other overall gains
                                         or losses.



 


The remainder
plus the undistributed earnings shall be distributed in accordance with the proposal submitted by the Board of Directors and adopted
by the general shareholders’ meeting.


 


Article 25. 


The Company is
at the stage of stable growth. In order to accommodate the capital demand for the present and future business development and
satisfy the shareholder’s demand for the cash inflow, the Residual Dividend Policy is adopted for the dividend distribution
of the Company. The ratio for cash dividends shall be not less than 30% of the total dividends; and the residual dividends shall
be distributed in form of stocks in accordance with the distribution plan proposed by the Board of Directors and resolved by the
general shareholders’ meeting.


 


Chapter
Seven: Appendix


 


Article 26. 


The bylaws and rules
of procedure of the Company shall be stipulated separately.


 


Article 27. 


Any matter not
covered by these Articles of Incorporation shall be subject to the ROC Company Act.


 


Article 28. 


These Articles
of Incorporation were made on February 12, 2018 as approved by all the promoters.





The first amendment
was made on June 21, 2018.


 






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