Exhibit 1
Advanced Semiconductor Engineering, Inc.
Articles of Incorporation
(Translation)
Chapter One: General Principles
Article 1. This company is called [chinese translation omitted], 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.
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$ 51,500,000,000, divided
into 5,150,000,000 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.
-2-
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.
-3-
(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
-4-
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);
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 20% in principle.
Given the above, the distribution ratio for cash dividend depends on the
operation of business in such year and take the capital budget plan in the next
year into consideration so as to determine the most appropriate dividend policy
and distribution manner which shall be proposed by the board and resolved by the
shareholders meeting.
-5-
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 July 11, 2000.
The twenty-sixth amendment was made on June 1, 2001.
The twenty-seventh amendment was made on June 21, 2002.
-6-
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.
-7-