Exhibit 4.1


 


Advanced Semiconductor Engineering,
Inc. 


Articles of Incorporation 


(Translation)


 


Chapter One:General Principles


 


Article
1.The Company is called 日月光半導體製造股份有限公司, and is registered as a company limited by shares according to the Company Act. The English name of the Company is
Advanced Semiconductor Engineering, Inc.


 


Article
2.The 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)	JE01010 Leasing business; and



 


		(10)	ZZ99999 All other businesses not prohibited or restricted by laws and regulations except businesses
requiring special permits.



 


Article 3. The
investment made by the 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 Act.


 


Article 4.The
Company may provide guaranty.


 


Article 5. The
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. The
Company's total capital is NT$100 billion divided into 10 billion shares with a par value of NT$10 per share. Stock options worth
of NT$8 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.


 


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 Company Act,
the Company may choose to not provide share certificates in print form.


 


Article 8.No
registration of share transfer shall be made within sixty days before each ordinary 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 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:Shareholders’
Meeting


 


Article 10.Shareholders’
meetings include ordinary meetings and extraordinary meetings. Ordinary meetings shall be convened 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. 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 Company Act, shareholders’ resolutions 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 the Company.


 


Article 13. Each
shareholder of the Company shall have one vote per share, unless otherwise provided by Article 179 of the Company Act.


 


Article 14. Any
shareholder, who for any reason is unable to attend 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 shareholders’ meeting.


 


Article 15.The
shareholders’ meeting shall be convened by the Board of Directors unless otherwise stipulated in the 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 can not discharge his duty, Paragraph 3 of Article 208 of the Company Act should apply. If the shareholders’
meeting is called by a person entitled to do so other than the Chairman, that person shall act as the Chairman. If two or more
persons are entitled to call the shareholders’ meeting, those persons shall elect one to act as the Chairman.


 




     


     


    

Chapter Four:Directors


 


Article 16.The
Company shall have 11 to 15 directors, of which there shall be three independent directors and eight to 12 non-independent directors.
Each director shall hold office for a term of three years, and may continue to serve if re-elected. Election of directors should
be handled according to Article 198 of the Company Act and applicable laws and regulations. When handling the aforementioned election
of directors, the election of independent directors and non-independent directors should be held concurrently, with the names
of the elected separately calculated, and those that receive the ballots representing the greatest number of voting rights will
be elected as independent directors or non-independent directors. The supervisors shall be replaced by an audit committee that
the Company would establish in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee shall be responsible
for exercising the powers of supervisors under the Company Act, the Securities and Exchange Act, and other applicable laws. The
Audit Committee shall consist of all independent directors and its powers and related matters shall be devised by the Board of
Directors in accordance with the applicable laws.


 


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 shall nominate a list of candidates for independent directors. After the Board of Directors
examines the qualifications of the candidate(s) for serving as an independent director, the name(s) is/are sent to the shareholders’
meeting for election. If the shareholders’ meeting is convened by another person with the authority to convene the meeting,
after such person examines the qualifications of the candidate(s) for serving as an independent director, the names are sent to
the 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 Company Act, the 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$2 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
thousand 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;



 


		(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 Company Act or shareholders’ resolutions.


 


Article 18.The
Board of Directors is constituted by directors, and the Chairman and Vice Chairman are 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 can not
discharge his duties, his/her acting proxy shall be elected in accordance with Article 208 of the Company Act.


 




     


     


    

Article 19.Board of Directors
meetings shall be convened by the Chairman, unless otherwise stipulated by the 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 teleconference.


 


Article 19.1Directors shall
be notified of board meetings in writing via email or facsimile seven days prior to the meeting. However, in case of any emergency,
a board meeting may be convened at any time.


 


Article 20.A
director may execute a proxy to 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.The
Company has one general manager. The appointment, discharge and salary of the general manager shall be managed in accordance with
Article 29 of the 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 Company Act and submit them to the ordinary shareholders’
meeting for recognition.


 


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


 


		(1)	Making up for losses, if any;



 


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



 


		(3)	A special reserve being set aside or for reversal pursuant to the laws or regulation of governmental
authority;



 


		(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); and



 


(5) The
additions or deductions of the portion of retained earnings that belong to equity investment gains or losses that have been realized
through other comprehensive income or losses measured at fair value.


 


If any Income
remains, it shall be distributed as follows:


 




     


     


    

		(6)	Not more than 1% of the balance (i.e., the Income deducting (1) to (5) above) as compensation to
directors;



 


		(7)	Not less than 7% and not more than 11% of the balance (i.e. the Income deducting (1) to (5) above)
as bonus to employees (the 7% portion being distributed to all employees in the form of stock bonus in accordance with the employee
bonus rules, while the portion exceeding 7% 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



 


		(8)	The remainder is distributed in proportion to the aggregate amount of outstanding shares proposed
by the board.



 


"Employees"
referred to in subparagraph (7) above include employees of subsidiaries who meet certain qualifications. Such qualifications are
to be determined by the Board of Directors.


 


Article 24The
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, the Residual Dividend Policy is adopted for the dividend distribution of the
Company. The ratio for cash dividends shall be no 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 and resolved by the shareholders’ meeting.


 


Chapter Seven:Appendix


 


Article
25.The constitutive rules and the operation rules of the Company shall be stipulated otherwise.


 


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


 


Article
27.These Articles of Incorporation were 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 August 15, 1987.


 


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.


 


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.


 


The thirty-third
amendment was made on June 21, 2006.


 


The thirty-fourth
amendment was made on June 28, 2007.


 


The thirty-fifth
amendment was made on June 19, 2008.


 


The thirty-sixth
amendment was made on June 25, 2009.


 


The thirty-seventh
amendment was made on June 14, 2010.


 


The thirty-eighth amendment was made on June 28, 2011.


 




     


     


    

The thirty-ninth amendment was made on June 21, 2012.


 


The fortieth
amendment was made on June 26, 2013.


 


The forty-first
amendment was made on June 26, 2014.


 


The forty-second
amendment was made on June 23, 2015.