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$55 billion divided into 5.5 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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“Employees”
referred to in the preceding paragraph include employees of the parent or subsidiaries of the Company that meet certain requirements,
which are to be prescribed by the Board of Directors.


 


Article 6-1.


 


Unless otherwise approved
specifically by the central authority of the respective industry or other laws and regulations, when the Company issues new shares, there
shall be 10 to 15% of such new shares reserved for subscription by employees of the Company.


 


The Company may issue
new shares to employees with restricted rights after the resolutions of the Shareholders’ Meeting.


 


The Company may buy
back its shares and transfer them to employees in accordance with relevant laws and regulations.


 


Employees referred to
in the three preceding subparagraphs include employees of parent or subsidiary companies that meet certain conditions, which are to be
prescribed by the Board of Directors.


 


Article 7.


 


According to Article
161-2 of the ROC Company Act, the Company may be exempted from printing any share certificate for the shares issued but shall register
the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.


 


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.


 




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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.


 


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.


 




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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
9 directors , of which there shall be 3 independent directors and 6 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 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.


 




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Article 16-1.


 


The election of the Company’s
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 directors. After the Board of Directors examines and confirms the qualifications of the
candidate(s) for serving as a 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 a 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 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.


 


Article 17.


 


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


 


		(1).	Preparing
                                            business plans;



 




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		(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,
0.01% (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.


 


The Company distributes profit
to employees in the form of shares by a resolution of a meeting of Board of Directors, and in accordance with the provision of the preceding
paragraph, may resolve, at the same meeting of the Board of Directors, to distribute the shares by way of new shares to be issued by
the Company or existing shares to be repurchased by the Company.


 


“Employees”
referred to in the three preceding paragraphs include employees of controlling
or subsidiary companies that meet certain conditions, which are to be prescribed by the Board of Directors.


 




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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.



 


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



 


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.


 


However,
when earnings are distributed as cash dividends, this may be approved by the majority of the directors at a Board meeting in which over
two-thirds of the directors are present, and then reported to the 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.


 




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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.


 


The second amendment was
made on June 27, 2019.


 


The third amendment was
made on June 24, 2020. 


 


The fourth amendment was
made on August 12, 2021. The amendment to the wording in Paragraph 1, Article 16 shall come into effect when the election of the next
directors of the Company is held.


 




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