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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Advanced Semiconductor Engineering,
Inc. (the "COMPANY") and each person whose signature appears below constitutes
and appoints Mr. Jason C.S. Chang, Chairman of the Company, and Joseph H.S.
Tung, Chief Financial Officer of the Company, and any other person acting in
such capacity, and each of them, true and lawful attorneys-in-fact and agents of
the Company and each such person with full power of substitution, for and in the
name, place and stead of the Company and each such person, in any and all
capacities, to take the following actions:
1. To sign in the name of such person, and to file with the United
States Securities and Exchange Commission (the "COMMISSION"), Registration
Statements on Form F-1, Form F-4 and Form F-6 under the Securities Act of 1933,
as amended, and a Registration Statement on Form 8-A under the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT")(collectively the
"REGISTRATION STATEMENTS"), relating to the registration of equity securities in
an aggregate principal amount of up to US$370,000,000 of the Company (the
"SECURITIES"), and to sign and file any and all amendments or post-effective
amendments to such Registration Statements (including, without limitation, any
amendments or supplements to the prospectus contained therein), together with
such exhibits and other documents as may be necessary or appropriate.
2. To sign Form CB and Form F-X under the Exchange Act relating to the
Company's offer to exchange American Depositary Shares for Rule 144A Global
Depositary Shares previously issued by the Company (the "EXCHANGE OFFER")
(including, without limitation, post-effective amendments thereto) and one or
more amendments to such Form CB or Form F-X and to cause the same to be filed
with or, where permitted, transmitted for filing to, the Commission, together
with such exhibits and other documents as may be necessary or appropriate.
3. To sign such applications, certificates, consents and other
documents as may be necessary or appropriate from time to time in connection
with the (x) listing of any or all of the Securities on one or more securities
exchange (including, without limitation, the New York Stock Exchange, Inc.), (y)
the Exchange Offer and (z) qualification of the Securities under the securities
or Blue Sky laws of any states or other jurisdictions of the United States of
America; and to cause the same to be filed with such securities exchanges or the
securities or Blue Sky commissions of such states or other jurisdictions, as the
case may be.
4. To sign such other documents, to take such other actions and to do
such other things as said agents and attorneys-in-fact, or any of them, may deem
necessary or appropriate from time to time in connection with the foregoing, the
issuance and sale of the Securities and engagement in the Exchange Offer.
IN WITNESS WHEREOF, each of the undersigned has executed this power of
attorney on August 28, 2000:
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<TABLE>
<CAPTION>
Name and Signature Title
------------------ -----
<S> <C>
/s/JASON C.S. CHANG
-------------------------
JASON C.S. CHANG Chairman and Director
/s/RICHARD H.P. CHANG
-------------------------
RICHARD H.P. CHANG Chief Executive Officer and
Director
/s/CHANG YAO HUNG-YING
-------------------------
CHANG YAO HUNG-YING Director
/s/LEONARD LIU
-------------------------
LEONARD LIU President and Director
/s/CHIN KO-CHIEN
-------------------------
CHIN KO-CHIEN Director
/s/DAVID PAN
-------------------------
DAVID PAN Director
/s/JOSEPH TUNG Chief Financial Officer and
------------------------- Director
JOSEPH TUNG
</TABLE>
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