Exhibit 1.1




AU Optronics Corp.
  Articles of
Incorporation
  Chapter 1: General
Provisions
  Article
1
  The Company is incorporated, registered
and organized as a company limited by shares and permanently existing in
accordance with the Company Law of the Republic of China (the "Company Law") and
the Company's English name is AU Optronics Corp.
  Article
2
  The scope of business of the Company
shall be as follows:
   1.1.
              CC01080
              Electronic parts and components
      manufacturing business2.2.
              F119010
              Electronic material wholesale
      business (for operations outside the Science Park
      only)3.3.
              CC01030
              Electronic appliancesand AV electronics products
      manufacturing business (for operations within Central Taiwan Science Park
      only)
 
 To research, develop, produce,
manufacture and sell the following products:
 (1)
                Plasma display and related
      systems(2)
                Liquid crystal display
      and related
      systems(3)
                Organic light emitting diodes and
      related systems(4)
                Amorphous silicon photo sensor
      device parts and components(5)
                Thin film photo diode sensor
      device parts and components(6)
                Thin film transistor photo sensor
      device parts and components(7)
                Touch imaging
      sensors(8)
                Full color active matrix flat
      panel displays(9)
                Field emission
      displays(10)
                Single crystal liquid crystal
      displays(11)
                Original equipment manufacturing
      for amorphous silicon thin film transistor process and flat panel display
      modules(12)
                Original design manufacturing and
      original equipment manufacturing business for flat panel display
      modules(13)
                The simultaneous operation of a
      trade business relating to the Company's
      business
 The operation of the businesses listed
above shall be conducted in accordance with the relevant laws and
regulations.
  Article
3
  The head office of the Company shall be
in the Science-Based Industrial Park, Hsinchu, Taiwan, the Republic of China
("R.O.C.") or such other
appropriate place as may be decided by the board of directors (the "Board").
Subject to the approval of the Board and other relevant authorities, the Company
may, if necessary, set up branches, factories, branch operation offices or
branchbusiness offices both inside and outside
of the R.O.C.
  Article
4
  The total amount of the Company's
investment is not subject to the restriction of Article 13 of the Company Law.
The Company may provide guarantees or endorsements on behalf of third
parties due to business or
investment relationships with such third parties.
   
  
 Chapter
2: Shares
  Article
5
  The total
capital of the Company is Ninety Billion New Taiwan Dollars (NT$90,000,000,000),
divided into Nine Billion (9,000,000,000) shares with a par value of Ten New
Taiwan Dollars (NT$10) each and in registered form. The Board of Directors is
authorized to issue the un-issued shares in installments.
  A total of
100,000,000 shares among the above total capital should be reserved for issuance
of employee stock options, which may be issued in installments.
  Article
6
  The share
certificates of the Company shall be all in registered form. The share
certificates, after due registration with the competent authority, shall be
signed or sealed by at least three directors and shall be legally authenticated
prior to issue.
  Where it
is necessary for the Company to deliver its share certificates to the Taiwan
Securities Central Depositary Co., Ltd. (“TSCD”) for custody of such share
certificates, the Company may, upon request of the TSCD, combine its share
certificates into larger denominations.
  The
Company may, pursuant to the applicable laws and regulations, deliver shares or
other securities through the book-entry system maintained by the TSCD, instead
of physical certificates evidencing shares or other securities.
  Article
7
  The
Company may charge its net cost for handling, replacing or exchanging share
certificates if the original share certificates were transferred, lost or
destroyed.
  
 Chapter
3: Shareholders' Meetings
  Article
8
  Shareholders'
meetings shall be of two types, ordinary meetings and extraordinary meetings.
Ordinary meetings shall be convened annually by the Board within six months of
the end of each fiscal year. Extraordinary meetings shall be convened in
accordance with the relevant laws, whenever necessary.
  Article
9
  Unless
otherwise provided in the Company Law, a resolution shall be adopted at a
meeting attended by the shareholders holding and representing a majority of the
total issued and outstanding shares and at which meeting a majority of the
attending shareholders shall vote in favor of the resolution. In case a
shareholder is unable to attend a shareholders' meeting, such shareholder may
issue a proxy in the form issued by the Company, setting forth the scope of
authorization by signing and affixing such shareholder's seal on the proxy form
for the representative to be present on such shareholder's behalf. Except for
trust enterprises or other stock transfer agencies approved by the securities
authorities, if a person is designated as proxy by more than two shareholders,
any of his voting rights representing in excess of 3% of the total issued and
outstanding shares shall not be considered. The relevant matters related to the
use and rescission of the proxy shall be conducted in accordance with the
Company Law and applicable rules.
  Chapter
4: Board of Directors and Audit Committee
  Article
10
  The
Company shall have seven to nine directors elected at shareholders' meetings and
the person to be elected must have legal competence. The term of office for all
directors shall be three (3) years. The directors are eligible for re-election.
The number of the directors shall be decided by the board of
directors.
  The Board
is authorized to determine the compensation for the directors, taking into
account the extent and
   
   value of
the services provided for the Company’s operation and with reference to the
standards of local and overseas industry.
  Article
10-1
  Pursuant
to the Article 14-2 of the Securities and Exchange Act, the Company shall have 3
independent directors on the Board. The independent directors shall be nominated
under the Candidate Nomination System, and be elected at shareholders’meeting
among the nominees listed in the roster of independent director candidates. The
professional qualifications, restrictions on the shareholdings and concurrent
positions held, method of nomination, and other matters with respect to
independent directors shall be in compliance with the laws and regulations
prescribed by the competent authority.
  Article
10-2
  Pursuant
to Article 14-4 of the Securities and Exchange Law, the Company shall have the
audit committee which shall be composed of all independent directors . The first
term of audit committee shall be established on the date on which the first term
of independent directors are elected in accordance with Article 10-1. Commencing
from the date on which the audit committee is established, the provisions
relating to supervisors in Article 10 shall cease to be applied. The term of
office of the elected supervisors shall expire on the date on which the
provisions relating to supervisors in Article 10 shall cease to be
applied.
  Article
11
  The
Company shall have a chairman of the Board. The chairman of the Board shall be
elected by and among the directors by a majority of directors present at a
meeting attended by more than two thirds of directors. As necessary, a vice
chairman may be elected by and among the directors. The chairman of the Board
shall preside internally at the meetings of the Board and shall externally
represent the Company. In case the chairman of the Board cannot exercise his
power and authority, the vice chairman shall act on his behalf. In case there is
no vice chairman or the vice chairman is also on leave or cannot exercise his
power and authority for any reason, the chairman of the Board may designate one
of the directors to act on his behalf. In the absence of such a designation, the
directors shall elect a designee from among themselves.
  Article
12
  Where a
director is unable to attend a meeting of the Board, he may appoint another
director to represent him by proxy in accordance with Article 205 of the Company
Law. Each director may act as a proxy for one other director only.
  Chapter
5: President & Vice Presidents
  Article
13
  The
Company shall have a president and several vice presidents. Appointment,
dismissal, and remuneration of the president and vice presidents shall be
subject to the provisions of the Company Law.
  Chapter
6: Accounting
  Article
14
  After the
end of each fiscal year, the Board shall submit the following documents: (1)
business report, (2) financial statements, (3) proposal for allocation of
surplus or recovery of loss. The above documents shall be audited by an
accountant appointed by the supervisors and then submitted to the shareholders
at the ordinary meeting of shareholders for their acceptance.
  Article
15
  Where the
Company has a profit at the end of each fiscal year, the Company shall first
allocate the profit to recover losses for preceding years. Ten percent of any
remaining net earnings shall be allocated as the Company's legal reserve and a
certain amount shall be allocated as special reserve in accordance with
applicable laws and regulations or as requested by the competent authority. The
balance shall be distributed as follows:
   
   1.
 employee bonus: not less than 5%;
 2. 
remuneration of directors: no more than 1%; and
 3. 
all or a portion of the remaining balance shall be distributed as shareholders'
dividends.
  The
Company's dividend policy will be to pay dividends from surplus. Upon
consideration of factors such as the Company's current and future investment
environment, cash requirements, competitive conditions inside and outside of the
R.O.C. and capital budget requirements, the shareholders' interest, maintenance
of a balanced dividend and the Company's long term financial plan, the Board
shall propose the profit allocation each year subject to relevant laws, then
submit such proposal to the shareholders' meeting for approval. In principle, no
less than 10% of the total dividend to be paid with respect to any fiscal year
shall be paid in the form of cash.
 
 Chapter
7: Supplementary Articles
  Article 16
  With
respect to the matters not provided herein, the Company Law and other applicable
laws and regulations shall govern.
  Article 17
  These
Articles of Incorporation were enacted by the incorporators in the incorporators
meeting held on July 18, 1996 and were effectively approved by the competent
authority.
  The first
amendment was made on September 18, 1996.
 The second
amendment was made on September 15, 1997.
 The third
amendment was made on April 23, 1998.
 The fourth
amendment was made on April 23, 1999.
 The fifth
amendment was made on March 9, 2000.
 The sixth
amendment was made on May 10, 2001.
 The
seventh amendment was made on May 10, 2001.
 The eighth
amendment was made on October 17, 2001.
 The ninth
amendment was made on May 21, 2002.
 The tenth
amendment was made on May 29, 2003.
 The
eleventh amendment was made on April 29, 2004.
 The
twelfth amendment was made on June 14, 2005.
 The
thirteenth amendment was made on June 15, 2006.
 The
fourteenth amendment was made on June 13, 2007.