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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"), a Registration
Statement on Form F-4 under the Securities Act of 1933, as amended (the
"Securities Act")(the "Registration Statement") relating to the registration of
30,000,000 common shares of the Company, par value NT$10 per share (the "Common
Shares"), to be issued in connection with the exchange of the Company's
outstanding global depositary shares initially sold pursuant to Rule 144A under
the Securities Act, each representing five Common Shares, for one American
Depositary Share (collectively, the "ADSs"), each representing five Common
Shares (the "Exchange Offer") and to sign and file any and all amendments or
post-effective amendments to such Registration Statement (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 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 Exchange
Offer.
IN WITNESS WHEREOF, each of the undersigned has executed this power of
attorney on September 7, 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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