Exhibit 4.1


Advanced Semiconductor Engineering, Inc.

Articles
of Incorporation

(Translation of Chinese)

Chapter One: General Principles


     Article 1. This company is called , and is registered as
a company limited by shares according to the Company Law.  The English name of this company is Advanced Semiconductor Engineering, Inc.


     Article 2. This company is engaged in the following businesses:

	 	
(1)	
The manufacture, assembly, processing, test and export of various types of integrated circuitry;	
	 
	 	
(2)	
The research, development, design and manufacture, assembly, processing, test and export of various computers, electronics, communications, information products and their peripheral products;	
	 
	 	
(3)	
General import and export trading business (excluding the approved businesses requiring special permits);	
	 
	 	
(4)	
CC01080 Electronic parts and components manufacture business.	
	 
	 	
(5)	
CC01990 Other mechanical, electronic and mechanical devices manufacture businesses (integrated circuit lead frame, ball grid array substrate and flip chip substrate).	
	 
	 	
(6)	
F119010 Electronic material wholesale business.	
	 
	 	
(7)	
F219010 Electronic material retail business.	
	 
	 	
(8)	
I199990 Other consulting service businesses (technical and counseling service for integrated circuit lead frame, ball grid array substrate and flip chip substrate).	
	 
	 	
(9)	
I601010 Leasing business.	
	 
	 	
(10)	
All other businesses not prohibited or restricted by laws and regulations except special permitted businesses.	



     Article 3. The investment made by this company in other companies as limited liability shareholder thereof is not subject to the limitation that such investment shall
not exceed a certain percentage of the paid-in capital as set forth in the Company Law.


     Article 4. This company may provide guaranty.


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     Article 5. This company’s headquarter is located in the Nantze Export Processing Zone, Kaohsiung, Taiwan, R.O.C. and may set up domestic or foreign branch offices as
resolved by the Board of Directors, if necessary.


Chapter Two: Shares


     Article 6. This
company’s total capital is NT$63,000,000,000, divided into 6,300,000,000
shares, NT$10 per share, NT$3,000,000,000 of which are reserved
for employee stock options.  The Board of Directors is authorized to determine
the issue of unissued shares in installments if deemed necessary for business
needs.


     Article 7. The share certificates shall be in registered form and have the signatures or seals of at least three directors of this company and shall be legally
authenticated before issuance.


     Article 8. No registration of share transfer shall be made within sixty days before each regular shareholders meeting, or within thirty days before each extraordinary
shareholders meeting or five days before the record date for dividends, bonuses or other distributions as determined by this company.


     Article 9. The rules governing stock affairs of this company shall be made pursuant to the laws and the regulations of the relevant authorities.


Chapter Three: Shareholders Meeting


     Article 10. Shareholders meetings include regular meetings and extraordinary meetings.  Regular meetings shall be held once annually within 6 months of each fiscal
year convened by the Board of Directors.  Extraordinary meetings will be held according to the law whenever necessary.


     Article 11. Shareholders meetings shall be convened by written notice stating the date, place and purpose dispatched to each shareholder at least 30 days, in case of
regular meetings, and 15 days, in case of extraordinary meetings, prior to the date set for such meeting.


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     Article 12. Unless otherwise required by the Company Law, the resolution shall be adopted by at least a majority of the votes of Shareholders present at a shareholders
meeting who hold a majority of all issued and outstanding shares of this company.


     Article 13. Each share has one vote, but shares held by this company pursuant to laws are not entitled to voting rights.


     Article 14. Any shareholder, who for any reason is unable to attend shareholders meetings, may execute a proxy printed by this company to authorize a proxy attending
the meeting for him in which the authorization matters shall expressly stated. Such proxy shall be submitted to this company at least 5 days prior to the shareholders meeting. 


     Article 15. The shareholders meeting shall be convened by the Board of Directors unless otherwise stipulated in the Company Law, and the person presiding the meeting
will be the chairman.  If the chairman is on leave or for any reason could not discharge his duty, Paragraph 3 of Article 208 of the Company Law should apply. If the shareholders meeting is called by a person entitled to do so other than the
chairman, the person shall be the chairman.  If two or more persons are entitled to call the shareholders meeting, those persons shall elect one as the chairman.


Chapter Four: Directors, supervisors and managers


     Article 16. This company has 5 to 7 directors and 5 supervisors with tenures of 3 years and who are elected from among the persons with legal capacities.  Re-elections
are allowed.


     Article 17. The Board of Directors is constituted by directors.  Their powers and duties are as follows:


  
    
      (1). Devising operations strategy.

          (2). Proposing to distribute dividends
      or make up losses.

    (3). Proposing 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.

  




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      (7). Reviewing budgets and audited financial statements.

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

  




     Article 18. The Board of Directors is constituted by directors, and the chairman and vice chairman is elected by the majority of the directors at a board meeting at
which over two-thirds of the directors are present.  If the chairman is on leave or for any reason could not discharge his duties, his acting proxy shall be elected in accordance with Article 208 of the Company Law.


     Article 19. Board of Directors meetings shall be convened by the chairman, unless otherwise stipulated by the Company Law.  Board of Directors meetings can be held at
any place in the ROC or via teleconference.


     Article 20. A director may appoint another director to attend the Board of Directors meeting and to exercise the voting right, but a director can accept only one
proxy.


Chapter Five: Managers


     Article 21. This
company has one general manager. The appointment, discharge and salary of the general manager shall be managed in accordance with Article 29 of Company Law.


Chapter Six: Accounting


     Article 22. The fiscal year of this company starts from January 1 and ends on December 31 every year.  At the end of each fiscal year, the Board of Directors shall
prepare financial and accounting books in accordance with the Company Law and submit them to the regular shareholders meeting for recognition.


     Article 23. The annual net income (“Income”) shall not be distributed before:

	 	
(1)	
Making up losses, if any;	
	 
	 	
(2)	
10% being set aside as legal reserve;	
	 
	 	
(3)	
A special reserve being set aside pursuant to the laws
or regulation of governmental authority; 	
	 


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(4)	
Setting aside a special reserve equal to the (unrealized) investment income under equity method for long-term investment, excluding cash dividends (the realized income shall be classified as earnings for distribution);	
	 	 	 
	 	 If any Income remains, it
    shall be distributed as follows:
	 	 


	 	
(5)	
Not more than 2% of the balance (i.e., the Income deducting (1) to (4) above) as compensation to directors and supervisors;	
	 
	 	
(6)	
Not less than 5% and not more than 7% of the balance (i.e. the Income deducting (1) to (4) above) as bonus to employees (the 5% portion being distributed to all employees in the form of stock bonus in accordance with the employee
bonus rules, while the portion exceeding 5% being distributed to individual employees (having special contributions) in accordance with the rules made by the board of directors with the authority granted hereby); and	
	 
	 	
(7)	
The remainder is distributed in proportion to the aggregate amount of outstanding shares proposed by the board.	
	 	 	 
	 	 “Employees” referred to in subparagraph (6)
      above include employees of affiliated companies meeting certain qualifications.
    Such qualifications are to be determined by the Board of Directors.


     Article 24. This
          Company is at the developing stage. In order to accommodate the capital
          demand for the present and future business development and satisfy
          the  shareholder's demand for the cash, the dividend policy of this
          Company is that stock dividends be distributed preferably than cash
          dividends. The ratio for cash dividends shall not exceed 50% in principle.


     Given the above, the distribution ratio for cash dividends shall be proposed by the board and resolved by the shareholders meeting.


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Chapter Seven: Appendix


     Article 25. The constitutive rules and the operation rules of this company shall be decided otherwise.


     Article 26. Any matter not covered by this Articles of Incorporation shall be subject to the Company Law.


     Article 27. This Articles of Incorporation was enacted on March 31, 1984 as approved by all the promoters.


  
    
      The first amendment was made on May 3, 1984.

      The second
      amendment was made on June 11, 1984.

      The third amendment was made on June 25,
      1984.

      The fourth amendment was made on May 28, 1986.

      The fifth amendment was
      made on July 10,  1986.

      The sixth amendment was made on September 1, 1988.

      The
      seventh amendment was made on May 28, 1988.

      The eighth amendment was made on
      July 18, 1988.

      The ninth amendment was made on September 1, 1988.

      The tenth amendment
      was made on October 30,  1988.

      The eleventh amendment was made on November 24,
      1988.

      The twelfth amendment was made on December 5, 1988.

      The thirteenth amendment
      was made on February 21, 1989.

      The fourteenth amendment was made on December
      11, 1989.

      The fifteenth amendment  was made on March 31, 1990.

      The sixteenth
      amendment was made on March 30, 1991.

      The seventeenth amendment was made on April
      11, 1992.

      The eighteenth amendment was made on April 28, 1993.

      The nineteenth
      amendment was made on March 21, 1994.

      The  twentieth amendment was made on March
      21, 1995.

      The twenty-first amendment was made on April 8, 1996.

      The twenty-second
      amendment was made on April 12, 1997.

      The twenty-third amendment was made on
      March 21, 1998.

      The twenty-fourth amendment was made  on June 9, 1999.

      The twenty-fifth
      amendment was made on 11 July 2000.

      The twenty-sixth amendment was made on June
      1, 2001.

      The twenty-seventh amendment was made on June 21, 2002.   

  




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      The twenty-eighth amendment was made on June 21, 2002.

      The
      twenty-ninth amendment was made on June 19, 2003.

      The thirtieth amendment was
      made on June 19, 2003.

      The thirty-first amendment was made on June 15, 2004.

      The  thirty-second amendment
      was made on June 30, 2005.

  




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