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EXHIBIT 3.1
I, Joseph Tung, certify that set forth below is a fair and accurate English
translation of the required document included as an exhibit to this Registration
Statement.
By: /s/ JOSEPH TUNG
------------------------------
Title: Chief Financial Officer
Dated: August 28, 2000
Advanced Semiconductor Engineering, Inc.
Articles of Incorporation
(Translation)
CHAPTER ONE: GENERAL PRINCIPLES
Article 1. This company is called Advanced Semiconductor Engineering, Inc.,
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; and
(3). General import and export trading business (excluding the
approved businesses requiring special permits).
Article 2-1. 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 3. This company may provide guaranty.
Article 4. 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.
Article 5. The public announcements of this company shall be made in
accordance with Article 28 of the Company Law.
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CHAPTER TWO: SHARES
This company's total capital is NT$32,000,000,000, divided into
3,200,000,000 shares, NT$10 per share, NT$2,000,000,000 of which are reserved
for convertible bonds. 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 and 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 one month
before each regular shareholders meeting, or within fifteen 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 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 20
days, in case of regular meetings, and 10 days, in case of extraordinary
meetings, prior to the date set for such meeting.
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 which hold a majority of all issued and outstanding
shares.
Article 13. Each share has one vote, but for a shareholder who
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possesses 3% or more of the issued shares, the portion that exceeds such 3%
shall amount to 99.9% of votes.
Article 14. Any shareholder, who for any reason is unable to attend
shareholders meetings, may execute a proxy affixed with the chop same as the
impression left with 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, he may appoint another director to act
for him. If the chairman fails to make the aforesaid appointment, the chairman
for the meeting can be elected from among the directors.
CHAPTER FOUR: DIRECTORS, SUPERVISORS AND MANAGERS
Article 16. This company has 5 to 7 directors, 5 supervisors with tenures
of 3 years and who are elected from among the shareholders. 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 and managers.
(6). Establishing and dissolving branch offices.
(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 the majority of directors are present. If the chairman is
on
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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 abroad.
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 managing the daily affairs
of this company in accordance with the relevant laws and regulations, Articles
of Incorporation of this company and the resolutions of shareholders meetings or
directors meetings.
Article 22. This company has several managers to assist the general manager
to deal with the daily affairs of this company. The appointment, discharge and
salary of the managers shall be managed in accordance with Article 29 of Company
Law, unless otherwise specified in these Articles of Incorporation.
CHAPTER SIX: ACCOUNTING
Article 23. 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 24. The annual net income ("Income") shall not be distributed
before:
(1). The capital gain realized from the disposal of fixed assets
being set aside as capital reserve;
(2). Making up losses, if any;
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(3). 10% being set aside as legal reserve;
(4). A special reserve being set aside pursuant to the laws or
regulation of governmental authority;
(5). Selling 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:
(6). Not more than 2% of the balance (i.e., the Income deducting (1)
to (5) above) as compensation to directors and supervisors;
(7). Not less than 5% and not more than 7% of the balance (i.e. the
Income deducting (1) to (5) 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
(8). The remainder is distributed in proportion to the aggregate
amount of outstanding shares proposed by the board.
Article 24-1 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, provided that in
the event the cash dividend is lower than NT$ 0.1 per share, this Company will
not distribute cash dividends, instead stock dividend.
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.
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CHAPTER SEVEN: APPENDIX
Advanced Semiconductor Engineering Inc.
Articles of Incorporation
Comparison of Original and Amended Articles of Incorporation
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Original Amended
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Article 6 This company's total capital is NT$24,000,000,000, This company's total capital is NT$32,000,000,000,
divided into 2,400,000,000 shares, NT$10 per share, divided into 3,200,000,000 shares, NT$10 per share,
NT$2,000,000,000 of which are reserved for NT$2,000,000,000 of which are reserved for
convertible bonds. The Board of Directors is convertible bonds. The Board of Directors is
authorized to determine the issue of unissued shares authorized to determine the issue of unissued shares
in installments if deemed necessary for business in installments if deemed necessary for business
needs. needs.
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Article 18 The Board of Directors is constituted by The Board of Directors is constituted by directors,
directors, and the chairman is elected by the and the chairman and vice chairman is elected by the
majority of the directors at a board meeting at majority of the directors at a board meeting at
which the majority of directors are present. If the which the majority of directors are present. If the
chairman is on leave or for any reason could not chairman is on leave or for any reason could not
discharge his duties, his acting proxy shall be discharge his duties, his acting proxy shall be
elected in accordance with Article 208 of the elected in accordance with Article 208 of the
Company Law. Company Law.
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Article 24 The annual net income ("Income") shall be The annual net income ("Income") shall not be
distributed in the following order: distributed before:
(1). The capital gain realized from the disposal (1). The capital gain realized from the disposal
of fixed assets being set aside as capital of fixed assets being set aside as capital
reserve; reserve;
(2). Making up losses, if any; (2). Making up losses, if any;
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(3). 10% as legal reserve; (3). 10% being set aside as legal reserve;
(4). A special reserve equal to the (unrealized) (4). A special reserve being set aside pursuant to
investment income under equity method for the laws or regulation of governmental
long-term investment, excluding cash authority;
dividends (the realized income shall be
classified as earnings for distribution); (5). Selling aside a special reserve equal to the
(unrealized) investment income under equity
(5). Not more than 2% of the balance (i.e., the method for long-term investment, excluding
Income deducting (1) to (4) above) as cash dividends (the realized income shall be
compensation to directors and supervisors; classified as earnings for distribution);
(6). Not less than 5% and not more than 7% of the If any Income remains, it shall be distributed as
balance (i.e. the Income deducting (1) to (4) follows:
above) as bonus to employees (the 5% portion
being distributed to all employees in the (6). Not more than 2% of the balance (i.e., the
form of stock bonus in accordance with the Income deducting (1) to (5) above) as
employee bonus rules, while the portion compensation to directors and supervisors;
exceeding 5% being distributed to individual
employees (having special contributions) in (7). Not less than 5% and not more than 7% of the
accordance with the rules made by the board balance (i.e. the Income deducting (1) to (5)
of directors with the authority granted above) as bonus to employees (the 5% portion
hereby); and being distributed to all employees in the
form of stock bonus in accordance with the
(7). The remainder as dividend to stockholders employee bonus rules, while the portion
unless retained. exceeding 5% being distributed to individual
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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.
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Article 24-1 Nil 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, provided that in the event the cash
dividend is lower than NT$ 0.1 per share, this
Company will not distribute cash dividends, instead
stock dividend.
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.
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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.
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