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Macronix Annual Report 2024

Jun 11, 2025

52013_rns_2025-06-11_0eab78f0-04d7-45c2-af9e-2fb7f97f0377.pdf

Annual Report

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Stock Code: ２３３７

==> picture [505 x 91] intentionally omitted <==

Year 2024 Annual Report

Printed on March 06, 2025

This Annual Report is available at the following Websites: Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw

Corporate Website: http://www.macronix.com

------Disclaimer------

THIS IS A TRANSLATION OF YEAR 2024 ANNUAL REPORT OF MACRONIX INTERNATIONAL CO., LTD. THE TRANSLATION IS FOR REFERENCE ONLY. IF THERE IS ANY DISCREPANCY BETWEEN THE ENGLISH VERSION AND CHINESE VERSION, THE CHINESE VERSION SHALL PREVAIL.

I. Company Spokesperson and Deputy

Spokesperson: Miin Wu Tel: 03-5786688 Deputy Spokesperson: Paul Yeh Tel: 03-5786688

Title: Chairman and CEO E-mail: [email protected] Title: Vice President E-mail: [email protected]

II. Headquarters and Factories

Headquarters and FAB 2: No. 16, Li-Hsin Road, Science Park, Hsin-chu, Taiwan, R.O.C. Tel: 03-5786688

FAB 5: No. 19, Li-Hsin Road, Science Park, Hsin-chu, Taiwan, R.O.C. Tel: 03-6668999 Test Building: No. 8, Creation Road IV, Science Park, Hsin-chu, Taiwan, R.O.C. Tel: 03-5783333 Taipei Office: 19F, No. 4, Min-Chuan E. Road, Sec. 3, Taipei, Taiwan, R.O.C. Tel: 02-25093300

III. Stock Transfer Agency

Investor Relations Office Address: 2F, No. 162-1, Songjiang Road, Zhongshan Dist., Taipei, Taiwan, R.O.C. Website: http://www.macronix.com Tel: 02-25638128

IV. Auditors

Accounting Firm: Deloitte & Touche Accountant: Tung-Hui Yeh, Kuo-Tyan Hong Address: 6F, No. 2, Zhanye 1st Rd., Science Park, Hsin-chu, Taiwan, R.O.C. Website: http://www.deloitte.com.tw Tel: 03-5780899

V. Overseas Securities Exchanges : None

VI. Company Website : http://www.macronix.com

Macronix’s Philosophy

“Honesty”

Macronix’s Values

“Innovation, Quality, Efficiency, Service, Team Work”

Table of Contents

Chapter I. Letter to Shareholders .............................................................................................. 1 Chapter I. Letter to Shareholders .............................................................................................. 1
Chapter II. Corporate Governance Report ............................................................................... 4
I. Profile of Directors, Supervisors, the President, Vice Presidents, Assistant Managers,
and Department Directors .................................................................................................... 4
II. Remuneration of Directors, Supervisors, President, and Vice Presidents in the Most
Recent Fiscal Year ............................................................................................................. 22
III. Implementation of Corporate Governance .......................................................................... 28
IV. Information on the Professional Fees of the Attesting CPAs .............................................. 86
V. CPA Replacement Information ............................................................................................ 86
VI. If Chairman, President, or Chief Financial Officer Holding Positions at the
Independent Audit Firm or its Affiliated Company within the Most Recent Fiscal
Year .................................................................................................................................... 86
VII. Equity Transfer and Pledge by Directors, Supervisors, Managers and/or Shareholders,
Who Hold More Than 10% of the Outstanding Shares, in the Most Recent Fiscal
Year and Up to the Printing Date of this Annual Report ................................................... 86
VIII. Relationship Among the Top Ten Shareholders .................................................................. 87
IX. The Total and Combined Shareholding in a Single Enterprise by the Company, its
Directors, Supervisors, Managers, and the Directly or Indirectly Controlled Entities ...... 88
Chapter III. Capital Overview .................................................................................................. 89
I. Capital and Shares ............................................................................................................... 89
II. Corporate Bonds .................................................................................................................. 95
III. Preferred Shares ................................................................................................................... 95
IV. Global Depository Receipts ................................................................................................. 95
V. Employee Stock Options ..................................................................................................... 95
VI. Employee Restricted Stock Awards .................................................................................... 95
VII. Mergers, Acquisitions or Issuance of New Shares for Acquisition of Shares of other
Companies .......................................................................................................................... 95
VIII. Financing Plans and Implementation ................................................................................... 95
Chapter IV. Operation Summary ............................................................................................ 96
I. Business Activities ............................................................................................................... 96
II. Market and Sales Overview ............................................................................................... 100
III. Employees Information ...................................................................................................... 103
IV. Environmental Protection Expenditures ............................................................................ 104
V. Labor Relations .................................................................................................................. 105
VI. Information Security Management .................................................................................... 110
VII. Important Contracts ........................................................................................................... 114
Chapter V. Review, Analysis, and Risks of Financial Position and Performance ............. 116
I. Analysis of Financial Status .............................................................................................. 116
II. Analysis of Financial Performance .................................................................................... 117
III. Analysis of Cash Flow ....................................................................................................... 118
IV. Major Capital Expenditures and Impact on Financial and Business in the Most Recent
Fiscal Year........................................................................................................................ 118
V. Reinvestment Policy for the Most Recent Fiscal Year, the Main Reasons for the
Profits/Losses Generated Thereby, the Plan for Improving Reinvestment Profitability,
and Investment Plans for the Coming Year ..................................................................... 119
VI. Analysis of Risk Management in the Most Recent Fiscal Year and Up to the Printing
Date of this Annual Report............................................................................................... 119
VII. Other Significant Events .................................................................................................... 123
Chapter VI. Special Disclosure ............................................................................................... 124
I. Summary of Affiliated Companies .................................................................................... 124
II. Private Placement Securities of the Most Recent Fiscal Year and Up to the Printing
Date of this Annual Report............................................................................................... 124
III. Other Necessary Supplements ........................................................................................... 124
Ⅳ. The Events Resulting in Significant Impact to Shareholders’ Equity or Stock Prices
Under Article 36(3)(ii) of Securities and Exchange Act in the Most Recent Fiscal
Year and Up to the Printing Date of this Annual Report .................................................. 124

Chapter I. Letter to Shareholders

Complex Business Environment

In 2024, Taiwanese businesses faced a highly volatile and unpredictable operating environment due to major political and economic shifts such as geopolitical tensions, the US-China technology war, and the US presidential election. In particular, changes in the semiconductor supply chain are closely linked to the US presidential election. Taiwan’s semiconductor industry has faced the dual pressure of US regulatory controls and tariffs, as well as various international responses, geopolitical conflicts and war-related disruptions further contributing to sharp fluctuations in raw material prices. Additionally, the Red Sea crisis has led to the increase in container and bulk shipping rates. Domestically, the Hualien earthquake on April 3 and the impending implementation of energy policies, carbon fee collection, and other wide array of impacts also pose significant challenges. In response, the Company has adopted a pragmatic and cautious strategy, including maintaining high-quality products and professional services, proactively and appropriately reducing inventory, accelerating R&D progress, and reducing capital expenditures. However, weak demand for memory products in the enduser market has hindered our inventory reduction efforts. As a result, the Company’s consolidated revenue for last year (2024) declined by 6% compared to the preceding year (2023), with a 0.9% decrease in gross profit margin. This led to operating losses for the second consecutive year, falling short of expectations.

Operating Performance

The operating results for 2024 are as follows: The consolidated net operating revenue for the year amounted to NT$25.9 billion; the consolidated gross profit amounted to NT$6.1 billion; the average annual gross margin amounted to 23.6%; the loss after tax amounted to NT$3.2 billion; and the loss per share amounted to NT$1.73. Cash flow from operating activities amounted to NT$175 million, whereas cash flow from investment activities amounted to NT$5.173 billion, with NT$11.623 billion in cash equivalents at the end of the period. The net value of inventory amounted to NT$13.406 billion; the debt ratio amounted to 43.5%, and the book value per share amounted to NT$23.72. All of which indicate that the Company’s financial position remains stable.

Commitment to Technological Innovation

The Company has long been dedicated to innovative R&D, enhancing its growth potential and competitiveness through technological innovation. For example, we filed a total of 309 patent applications in various countries last year (2024); as of the end of the same year, the Company had already obtained 9,520 approved patents worldwide. In addition to ranking at the top of the semiconductor industry in terms of number of patents, we also hold a large number of high-quality, internationally critical technology. These assets allowed us to secure a leading position in the global non-volatile memory market. Last year (2024), the Company’s ArmorBoot MX76 Secure Boot Serial NOR Flash was recognized as the Best Memory Solution of the Year at the EE Awards Asia 2024. The fourth consecutive time we were honored with the award. Additionally, at electronica 2024 in Munich, Germany, the Company launched its 3D NOR product, aiming to collaborate with world-class customers to address the growing demand for non-volatile memory in various applications, including automotive, industrial, and medical sectors, particularly in areas such as autonomous driving, smart technologies, and high-security solutions.

Production and Quality

In terms of manufacturing processes and products, NOR flash accounted for 59% of annual revenue last year (2024), while ROM contributed 22%. Particularly, the demand for NOR flash from high-quality and highvalue-added applications in automotive, industrial, medical, and communication sectors has already exceeded 40%. NAND flash accounted for 11% of annual revenue, while 96-layer 3D NAND flash products achieved

  • 1 -

stable production last year (2024) and will gradually contribute to revenue. The ongoing development and application of 3D NAND will focus on enterprise-grade SSD products to meet customers' demands for highercapacity and high-quality storage solutions.

Products and Marketing

Following the rapid development of high-performance computing centers, AI, the automotive market, and 5G, the applications of memory chips will become even more extensive. In response to customer support, the Company will remain committed to innovative R&D, proprietary technology, and high-quality products, continuously providing customers with high-performance and highly reliable memory solutions. For example, the superior data access capabilities of ArmorFlash not only enable brand customers to develop more AI applications that operate independently and swiftly on end and personal electronic devices, but also feature notable advantages such as low power consumption, high speed, and advanced system security. In this regard, The Company will continue to refine and enhance the new ArmorFlash MX78, which features a new design that increases data access speed by over 100 times compared to the previous generation. In addition to the optimization of the startup process and execution of critical security functions in electronic devices, it provides a smoother user experience. This function has been validated by external organizations, earning ISO/SAE 21434 certification this year (2024), which emphasizes network security in design. This proves that the Company’s memory products can meet customer requirements for information confidentiality, integrity, and availability in automotive and industrial control applications. Additionally, the Company has made significant progress in collaborations with leading international autonomous driving solution providers and major automotive MCU chip manufacturers, securing adoption by top-tier automakers and automotive electronics manufacturers.

Sustainable Development and Social Responsibility

Facing growingly complex market environments and risks, even more challenges have appeared in corporate sustainability. In response, the Company adopted the Corporate Governance 3.0 – Sustainable Development Blueprint of the Financial Supervisory Commission under the United Nations Sustainable Development Goals (SDGs), and appropriately established and implemented corporate governance and risk management mechanisms. Last year (2024), the Company ranked in the 6%–20% tier among publicly listed companies in Taiwan's 10th Corporate Governance Evaluation, and in the 11%–20% tier among electronics companies with a market capitalization exceeding NT$10 billion. Additionally, the Company was recognized by the Ministry of Environment for Excellence in Green Procurement and received the Award of Excellence for Occupational Health and Safety Management System Performance in 2024 issued by the Occupational Safety and Health Administration of the Ministry of Labor. The Company continues to promote a friendly workplace and employee benefits, and improve the facilities at the employee recreation and fitness center to promote employees' physical and mental well-being. As a result, we earned recognition from the Sports Administration of the Ministry of Education, receiving the 2024 Taiwan i Sports certification. The Company and its employees are also actively engaged in social contributions. Through the Macronix Education Foundation and/or various public organizations, the Company unites its strength, employees and the broader public to make a meaningful contribution and extend support to the underserved areas of society. Last year (2024), more than 4,000 employees participated in charitable activities, with total donations exceeding NT$3.8 million. By now, the Company has been hosting the Golden Silicon Awards for 25 years, using competition categories each year to lead students to engage in innovative research fields. As AI has become one of the most prominent global technology topics in recent years, the Macronix Golden Silicon Awards already introduced an AI category as early as 2019. To date, over 250 competition entries have leveraged AI to drive innovative research, with several advancing to commercial development. The competition has successfully nurtured more than 700 outstanding AI talents. All these efforts serve as a strong affirmation of the Company’s ongoing commitment to and implementation of the ESG and sustainable development through concrete actions.

  • 2 -

Future Outlook

The global political and economic environment remains dynamic and challenging, while the memory industry continues to develop amid the ongoing market recovery. Facing these external challenges, the Company’s management team will continue to uphold the business philosophy of groundedness, sizing up the situation to flexibly calibrate production, actively and prudently reduce inventory, and adjust capital expenditures. Together with employees, the Company will try its best to accelerate R&D, mass production, enhance management efficiency to improve operational performance, and strengthen corporate competitiveness. The Company will continue to develop the high-quality and high-performance memory application market, while also increasing the revenue share of automotive and industrial control products. Furthermore, by leveraging new high-value products, such as 3D NOR flash, the Company aims to seize opportunities in high-end, high-quality, and high-capacity applications within the automotive and industrial control sectors.

We sincerely appreciate our shareholders' continued support and trust, which has enabled the Company to maintain stable operations and drive innovation amid changing market conditions while striving to seize opportunities in times of uncertainty. The Company and all employees will continue to enhance cost competitiveness and strengthen our corporate foundation. We will continue to work hard, and with the best interests of the Company and its shareholder value as the highest priority, will strive to overcome adverse external factors and create value in response to the support and trust of our shareholders, customers, and employees.

Chairman: Miin Wu

President: C. Y. Lu

  • 3 -

Chapter II. Corporate Governance Report

  • Ⅰ . Profile of Directors, Supervisors, the President, Vice Presidents, Assistant Managers, and Department Directors

  • (I) Directors and Supervisors

    1. Profile of Directors and Supervisors
1. Profile of Directors and Supervisors Profile of Directors and Supervisors Profile of Directors and Supervisors Profile of Directors and Supervisors Profile of Directors and Supervisors Profile of Directors and Supervisors
February28,2025
Title Nationality
or Place of
registration
Name		 Gender/Age Date
Elected		 Term
(yrs)		 Date First
Elected		 Shareholding When
Elected		 Shares currently held Shares held by
spouse and
underage children		 Education/
work experience		 Other positions at the Company or elsewhere
Shares % Shares % Shares %
Chairman R.O.C Miin Wu
(Note 1)		 Male
76		 2022.05.27 3 1989.11.25 13,200,809 0.71% 13,440,809 0.72% None None M.S. degree in
Material Science
and Engineering
from Stanford
University		 Chairman & CEO of Macronix International Co., Ltd.
Director of Macronix America, Inc.
Director of Macronix (BVI) Co., Ltd.
Representative (Director) of Hui Ying Investment Ltd.
Representative (Director) of Run Hong Investment Ltd.
Chairman of Mxtran Inc.
Director of Phoenix 3 Venture Capital Co., Ltd.
Director of Phoenix 4 Venture Capital Co., Ltd.
Director of Macronix Europe N.V.
Director of Macronix (Hong Kong) Co., Ltd.
Executive Director of Macronix Microelectronics (Suzhou) Co.,
Ltd.
Director of Macronix (Asia) Limited
ManagingDirectorof Eastern Electronics Co.,Ltd.
Director R.O.C Shun Yin Investment Ltd.
(Note2)		 - 2022.05.27 3 2004.06.18 22,587,265 1.22% 22,587,265 1.22% None None None None
Japan Representative:
Masashi Kuramoto		 Male
57		 2024.08.20 3 2024.08.20 None None None None None None B.S. degree in
Chemical
Engineering from
Doshisha University		 Director of MegaChips Corporation
Director of MegaChips LSI USA Corporation
Director R.O.C C. Y. Lu Male
74		 2022.05.27 3 2003.04.18 2,815,766 0.15% 2,941,766 0.16% None None PhD degree in
Physics from
Columbia
University		 President of Macronix International Co., Ltd.
Chairman of Macronix America, Inc.
Director of Macronix Europe N.V.
Director of Macronix (Hong Kong) Co., Ltd.
Chairman & CEO of Ardentec Corporation
Director of Ardentec Korea Co., Ltd.
Director of Ardentec Singapore Pte. Ltd.
Representative (Chairman) of Sheng Tang Investment Co., Ltd.
Representative (Chairman) of Ardentec Semiconductor Co. Ltd.
Representative (Chairman) of Giga Solution Tech. Co., Ltd.
Independent Director of Hong Tai Electric Industrial Co. Ltd.
Directorof Feng Chia University
Director R.O.C Achi Capital Limited
(Note3)		 - 2022.05.27 3 2010.06.09 902,456 0.05% 902,456 0.05% None None None Director of Mxtran Inc.
R.O.C Representative:
Stacey Lee		 Female
65		 Omitted Omitted 2007.06.29 Omitted Omitted 19,446 0.00% None None PhD degree in Law,
University of the
Pacific		 Representative (Director) of Mxtran Inc.
Adjunct Professor of National Yang Ming Chiao Tung University
Adjunct Associate Professor of Soochow University
  • 4 -
Title Nationality
or Place of
registration
Name		 Gender/Age Date
Elected		 Term
(yrs)		 Date First
Elected		 Shareholding When
Elected		 Shareholding When
Elected		 Shares currently held Shares currently held Shares held by
spouse and
underage children		 Shares held by
spouse and
underage children		 Education/
work experience		 Other positions at the Company or elsewhere
Shares % Shares % Shares %
Director R.O.C Chien Hsu Investment
Corporation (Note4)		 - 2022.05.27 3 2016.06.16 811,421 0.04% 811,421 0.04% None None None Director of ZOWIE Technology Corporation
Director / supervisor of Homey Consulting Corp.
R.O.C Representative:
Ching-Yun Li		 Female
82		 Omitted Omitted 2019.07.26 Omitted Omitted 1,441,799 0.08% None None Public relations
from Shih Hsin
School of
Journalism		 Chairman of Chien Hsu Investment Corporation
Representative (Chairman) of Homey Consulting Corp.
Director R.O.C Che-Ho Wei Male
78		 2022.05.27 3 2016.06.16 None None None None None None Ph. D. degree in
Electronic
Engineering from
the University of
Washington,
Seattle, USA.		 None
Director R.O.C Yan-Kuin Su Male
76		 2022.05.27 3 2007.06.29 None None None None None None PhD degree in
Electrical
Engineering from
National Cheng
Kung University		 Independent Director of Himax Technologies, Inc
Independent Director of Epileds Technologies.Inc
Honorary Professor of National Cheng Kung University
Professor of Kun Shan University
Chair professor of Kun Shan University Green Energy
Technology Research Center
Dean of Academy of Innovative Semiconductor and
Sustainable Manufacturing of National Cheng Kung
University
Director R.O.C Sung-Jen Fang Male
57		 2022.05.27 3 2022.05.27 370,159 0.02% 457,159 0.02% 30,000 0.00% PhD degree in
Material Science
and Engineering
from Stanford
University		 Chairman of Darwin Venture Management Corporation
Director of TECO Image Systems Co., Ltd.
Independent Director of Scientech Corporation
Director R.O.C Tom Yiu Male
72		 2022.05.27 3 1995.06.05 6,657,322 0.36% 6,681,322 0.36% 1,272,084 0.07% M.S. degree in
Electronic
Engineering from
University of
California, Berkeley
Senior V.P. & Chief Marketing Officer of Macronix
International Co., Ltd.
Director of Macronix America, Inc.
Representative (Director) of Mxtran Inc.
Director of SiTime Corporation
Independent Director of Chipbond Technology Corporation
Director R.O.C F. L. Ni Male
66		 2022.05.27 3 2007.06.29 1,983,933 0.11% 2,067,933 0.11% 340,333 0.02% M.S. degree in
Electronic
Engineering from
University of
Michigan		 Vice President of Macronix International Co., Ltd.
Chairman of Macronix Europe N.V.
Director of Macronix Pte Ltd.
Director of Macronix (Hong Kong) Co., Ltd.
DirectorofWolleyInc.
Director R.O.C Hui Ying Investment Ltd.
(Note5)		 - 2022.05.27 3 2001.04.19 1,956,619 0.11% 1,956,619 0.11% None None None None
R.O.C Representative:
Paul Yeh		 Male
68		 Omitted Omitted 2007.07.18 Omitted Omitted 2,685,174 0.14% 4,985 0.00% MBA, degree in
Business
Administration of
National Chengchi
University		 Vice President of Macronix International Co., Ltd.
Director of New Trend Technology Inc.
Director of Macronix Europe N.V.
Director of Macronix (Hong Kong) Co., Ltd.
Representative (supervisor) of Mxtran Inc.
Independent
Director		 R.O.C Tyzz-Jiun Duh Male
65		 2022.05.27 3 2019.06.18 None None None No/ne None None Ph.D., Institute of
Forestry, National
Taiwan University		 Independent Director of USI Corporation
Independent Director of KGI Financial Holding Co., Ltd.
Independent Director of CDIB Capital Group
Independent Director of Walsin Lihwa Corporation
  • 5 -
Title Nationality
or Place of
registration
Name		 Gender/Age Date
Elected		 Term
(yrs)		 Date First
Elected		 Shareholding When
Elected		 Shareholding When
Elected		 Shares currently held Shares currently held Shares held by
spouse and
underage children		 Shares held by
spouse and
underage children		 Education/
work experience		 Other positions at the Company or elsewhere
Shares % Shares % Shares %
Independent
Director		 R.O.C Chiang Kao Male
72		 2022.05.27 3 2007.06.29 None None None None None None Ph.D. degree in
Forest Management
from Oregon State
University		 Honorary Professor of Department of Industrial and
Information Management of National Cheng Kung
University
Independent
Director		 R.O.C Chien-Kuo Yang Male
66		 2022.05.27 3 2022.05.27 None None None None None None B.S. degree in
International Trade
from Tamkang
University		 CPA of Diwan & Company Accounting Firm.
Chairman of Diwan International Management Consulting
Inc.
Independent Director of Leadtrend Technology Corporation
Independent Director of Andes Technology Corporation
Independent Director of Youngtek Electronics Corporation
Chairman of Tien Da Investment Co.,Ltd.

  • Note 1: Where the chairman and president or equivalent position (the highest-level of the managerial officer) is the same person, the reasonableness, necessity, and response measures must be disclosed:

  • Mr. Miin Wu founded Macronix in 1989 and served as its President. He has been elected as the Chairman since 2005 and successfully had the Company become the global leader in non-volatile memory (NVM) with his breadth of vision and innovative business strategy. In 2022, he was elected as the chairman and CEO of the 12th term of the Board of Directors. Considering that the Company has four independent directors, and more than half of its directors are non-employees nor managers of the Company, the independence of the Board of Directors can be ensured. Also, in view of the repeated success of Chairman Miin Wu in leading the Company through challenging times, and to respond to the turbulent and uncertain international political and economic landscape, the restructuring of the semiconductor supply chain, as well as the unpredictable and ever-changing situations involving carbon taxes and tariffs, it is reasonable and necessary for Chairman Miin Wu to continue serving as the Company’s Chief Executive Officer (CEO). This will ensure the continuation of the forward-looking and innovative business philosophy, and maintenance of the Company’s worldwide reputation, image, and competitiveness, improving the operational efficiency and decision-making, and further enhancing its value.

Note 2: Mr. Masashi Kuramoto was reassigned as representative on August 30, 2024 by Shun Yin Investment Ltd.

Note 3: Ms. Stacey Lee was appointed to attend the 12th Term of the Board of Directors and represent the company exercising any and all Director’s rights thereof.

Note 4: Ms. Ching-Yun Li was appointed to attend the 12th Term of the Board of Directors and represent the company exercising any and all Director’s rights thereof. Note 5: Mr. Paul Yeh was appointed to attend the 12th Term of the Board of Directors and represent the company exercising any and all Director’s rights thereof.

Note 6: Mr. Cheng-Wen Wu resigned as the Company’s independent director on May 19, 2024.

Note 7: Directors held shares by nominee arrangement: Mr. Sung-Jen Fang in the name of other persons held a total of 60,000 of the Company’s shares, constituting 0.00% of shareholding; other directors: none. Note 8: Managers or Directors who are spouses or within second-degree relative of consanguinity to the directors: None.

  • 6 -

Major Shareholders of Institutional Shareholders

Name of institutional shareholder Major shareholders of institutional shareholders
Shun Yin Investment Ltd. MegaChips Corporation (Japan) (100%)
Achi Capital Limited Top Harvest Investment Ltd. (Samoa) (100%)
Chien Hsu Investment Corporation Ching-Yun Li (47.74%)
Pao-Yueh Chang (16.00%)
Jui-Wen Hu (13.34%)
Ting-Chen Hu (13.34%)
Chih-To Lee (4.04%)
Chun-Jui Chou (1.83%)
Guang-Hui Chu (1.75%)
Mei-Chih Chen (1.36%)
Hsiu-Chu Lin(0.60%)
Hui Ying Investment Ltd. Macronix International Co., Ltd. (100%)
  • 7 -

Major Shareholders Who are Institutional Investors and Their Major Shareholders

Name of institutional shareholder Major shareholders of institutional shareholders
MegaChips Corporation (Japan) The Master Trust Bank of Japan, Ltd. (Trust Account)
(10.92%)
Shindo and Associates (7.15%)
Shindo Co., Ltd. (7.03%)
Custody Bank of Japan, Ltd. (Trust Account) (4.20%)
BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC)
(Standing proxy: MUFG Bank, Ltd) (3.47%)
Masahiro Shindo (3.16%)
Ritsuko Shindo (3.04%)
Noriko Matsui (2.88%)
Mika Aoki (2.80%)
MUFG Bank,Ltd(2.76%)
Top Harvest Investment Ltd. (Samoa) Hannah Chen (100%)
Macronix International Co., Ltd. Fuh Hwa Taiwan Technology Dividend Highlight ETF
(6.45%)
Syue-Rong Shen (3.40%)
Cathay Life Insurance (1.83%)
New Labor Pension Fund (1.76%)
Robeco Capital Growth Funds (1.32%)
Mercuries Life Insurance Co., Ltd. (1.29%)
Vanguard Emerging Markets Stock Index Fund, A Series of
Vanguard International Equity Index Funds (1.29%)
Shun Yin Investment Ltd. (1.22%)
Miin Wu (0.72%)
Vanguard Total International Stock Index Fund, A Series of
Vanguard Star Funds (0.67%)
  • 8 -

2. Disclosure of the Professional Qualifications of Directors and Supervisors and the Independence

of Independent Directors

of Independent Directors
Criteria
Name		 Professional Qualifications and Work
Experiences (Note 1)		 Independence Criteria Number of
Other Public
Companies in
which Serves
Concurrently as
an Independent
Directors
Miin Wu Chairman Miin Wu is the founder of
Macronix, Before that, Mr. Wu served
in several semiconductor companies,
such as VLSI Technology Inc., Intel
Corp., Rockwell International, and
Siliconix Inc. He is currently the
chairman and CEO of Macronix and the
chairman of Mxtran Inc., the subsidiary
of Macronix. He has over 30-year
experience in the field of
semiconductors and the background in
industry technology and marketing.
Mr. Miin Wu graduated with an MS in
Material Science and Engineering from
Stanford University, and has earned
many recognitions including the
Premier Award on Contemporary
Business Leader (Taiwan Business
Weekly), Top Executive(Electronic
Business Asia), The 25 Industry
executives who made a difference
(Electronic Buyers News), Cover
People of Forbes, Outstanding
Contribution Award (The Electronics
Devices and Materials Association),
and The Stars of Asia (Business Week).
He was also awarded an “Honorary
Doctorate” by National Chiao Tung
University, National Cheng Kung
University, and National Tsing Hua
University, “Outstanding Achievement
Award” by National Cheng Kung
University and “Outstanding Alumni
Award” by National Taichung First
Senior High School, “Outstanding
Entrepreneur” by the General Chamber
of Commerce of the R.O.C., a Fellow
and “Outstanding Performance Award
in the Field of Management of
Technology” of Chinese Society for
Management of Technology, “Professor
Shen Wenzen Memorial Award” for his
outstanding contribution to the
integrated circuits and system design
fields. In addition, he received the
Social Education Contribution Awards
from Ministry of Education, “Country
Winner” and “Business Paradigm
Entrepreneur” from EY Entrepreneur
Of The Year, “Digital Transforming
Leader Award” from Harvard Business
Review, Industrial Technology
Research Institute (ITRI) Laureate,
“Lifetime Achievement Award” from
Global Views Leaders Forum,
“Presidential Innovation Award” and
the “Executive of the Year” from EE
Awards Asia.



1. Concurrently serves as the
CEO of Macronix and a
director with managerial
status.
2. Concurrently serves as
directors of the
subsidiaries of Macronix.
3. Serves as directors of
companies that have
specific relationships with
Macronix, according to
Article 3, Paragraph 1,
Subparagraphs 5 and 7 of
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.
4. Except for 1, 2, and 3, the
rest all meet the
independence
requirements in
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies.”		 0
  • 9 -
Criteria
Name		 Professional Qualifications and Work
Experiences (Note 1)		 Independence Criteria Number of
Other Public
Companies in
which Serves
Concurrently as
an Independent
Directors
Shun Yin Investment
Ltd. (Note 2)
Representative
Masashi Kuramoto
Director Masashi Kuramoto graduated
with a B.S. degree in Chemical
Engineering from Doshisha University
and has a background in industry
technology. Mr. Kuramoto is currently
the appointed representative of Shun
Yin Investment Ltd., the elected
director of Macronix. His current
position is a director of MegaChips
Corporation, General Manager of ASIC
Memory Business Unit and Director of
MegaChips LSI USA Corporation.
Shun Yin Investment Co., Ltd. is a
subsidiary of MegaChips Corporation.		 1.A corporate shareholder
who holds more than 1%
of Macronix’s outstanding
shares, and is one of the
top ten major shareholders.
2. Serves as the
representative appointed
by the corporate director of
Macronix.
3. Serves as director of
companies that have
specific relationships with
Macronix, according to
Article 3, Paragraph 1,
Subparagraph 5 of
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.
4. Except for 1, 2, and 3, the
rest all meet the
independence requirements
in “Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.

0
  • 10 -
Criteria
Name		 Professional Qualifications and Work
Experiences (Note 1)		 Independence Criteria Number of
Other Public
Companies in
which Serves
Concurrently as
an Independent
Directors
C. Y. Lu Director C. Y. Lu has a PhD degree in
Physics from Columbia University, and
was previously the president of
Vanguard International Semiconductor
Corporation. He has a background in
industry technology, education, and
marketing. Mr. Lu has worked as a
professor at National Chiao Tung
University and participated in the
research of the Bell Labs. He has also
served as the deputy director of the
Electronics Research & Service
Organization (ERSO), Industrial
Technology Research Institute (ITRI)
and was responsible for the Submicron
Project of the Ministry of Economic
Affairs, in which he successfully
developed the first 8-inch high-density
DRAM/SRAM manufacturing
technology in Taiwan. He has been the
president of Macronix and is currently
the chairman and CEO of Ardentec
Technology Inc.
Mr. Lu has been fellow of the Institute
of Electrical and Electronics Engineers
(IEEE), the American Physical Society
(APS), and the Chinese Society for
Management of Technology. Mr. Lu
has received many honors, such as the
2012 IEEE Frederik Philips Award, the
IEEE Millennium Medal, the National
Science and Technology Medal from
the Executive Yuan, the Outstanding
Research Award from Pan Wen Yuan
Foundation, the Special Contribution
Award from the Physical Society of
Taiwan, the Golden Merchants Award
from the General Chamber of
Commerce of R.O.C., the Outstanding
Alumni Award from National Taiwan
University, an Honorary Doctorate
from National Chiao Tung University,
the ITRI Laureate, the Presidential
Science Prize from the Ministry of
Science and Technology, the
Engineering Sciences Award from the
World Academy of Sciences (TWAS),
the Technology Management Award
from the Chinese Society for
Management of Technology, Fellow of
the National Academy of Inventors, the
Academician of Academia Sinica, the
Materials Technology Contribution
Award from the Materials Research
Society-Taiwan (MRS-T), and the
Fellow of the World Academy of
Sciences (TWAS).		 1.Serves as the president of
Macronix and a director
with the status of a
managerial officer.
2.Concurrently serves as
directors of the subsidiaries
of Macronix.
3.Serves as directors of
companies that have
specific relationships with
Macronix, according to
Article 3, Paragraph 1,
Subparagraph 7 of
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.
4.Except for 1, 2, and 3, the
rest all meet the
independence requirements
in “Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.
1
  • 11 -
Achi Capital Limited
(Note 3)
Representative: Stacey
Lee		 Director Stacey Lee graduated with a
JD from University of the Pacific and
has received attorney licenses by
passing Bar Examinations in Taiwan
and California respectively; she has
over 40-year experience in the practice
of law and qualifications of a patent
attorney and an arbitrator. Mrs. Lee
also served as the consultant of Straits
Exchange Foundation, a commissioner
of the Trade Commission of the
Chinese National Federation of
Industries, a consultant to the Domain
Name Review Committee of the
Institute for Information Industry,
Lecturer of the Judicial Officer
Training Workshop, legal consultant to
the Institute for Information Industry,
and consultant to many institutions,
including the Taiwan Invention
Association, the VDU Office of the
Ministry of Economic Affairs. She also
served as the chairperson of the North
Area Fellowship and the director of the
Council for Industrial and Commercial
Development, chairperson of the Cross-
Strait Affair Committee and a
committed member of the Board of
Council of the Taiwan Patent Attorneys
Association. Furthermore, Mrs. Lee
served as an associate professor at
Tamkang University and Central Police
University, and was an international
senior partner of Baker McKenzie.
Furthermore, Mrs. Lee served as the
Legislator of the 8thand 10thLegislative
Yuan of Republic of China (Taiwan)
and has more than 30-year teaching
experience as a professor or adjunct
professor at National Yang Ming Chiao
Tung University and an adjunct
professor at Soochow University, and
specialized in cross border transactions,
intellectual property, venture capital,
incorporation, corporate financing,
securities, mergers and acquisitions,
licensing and negotiation, international
dispute, as well as transactions
involving cryptocurrency and financial
technology. Mrs. Lee has often been
invited to participate in various
domestic and/or foreign financial,
technological, legal, international
political and economic forums,
interviews as well as related media
events. She has also been a
commentator on TV shows and has
been writing columns. In short, Mrs.
Lee has a solid background in the
industry technology, law, economy,
education, and public relations.
1. Serves as appointed
representatives of the
entity directors of
Macronix.
2. Serves as a representative
of the companies that have
specific relationships with
Macronix, according to
Article 3, Paragraph 1,
Subparagraph 7 of
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.
3. Except for 1 and 2, the rest
all meet the independence
requirements in
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”
0
Chien Hsu Investment
Corporation (Note 4)
Representative: Ching-
Yun Li		 Director Ching-Yun Li graduated from
the Department of Public Relations,
Shih Hsin University. She is currently
the chairman and the appointed
representative of Chien Hsu Investment		 1.Serves as appointed
representative of the legal
entity elected as the
juridical persons that are
director of Macronix.		 0
  • 12 -
Criteria
Name		 Professional Qualifications and Work
Experiences (Note 1)		 Independence Criteria Number of
Other Public
Companies in
which Serves
Concurrently as
an Independent
Directors
Corporation. She also serves as the
appointed representative of Homey
Consulting Corp., who specializes in
public relations.		 2.Serves as director of
companies that have a
specific relationship with
Macronix, according to
Article 3, Paragraph 1,
Subparagraph 5 of
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.
3. Except for 1 and 2, the rest
all meet the independence
requirements in
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies.”
Che-Ho Wei Director Che-Ho Wei graduated with a
PhD in Electronic Engineering from the
University of Washington and has a
background in industry technology and
education. He has been the Chairman of
the National Science Committee of the
Executive Yuan, the director of the
Consulting Office of the Ministry of
Education, the vice president of
National Chiao Tung University, the
director of the Taipei Medical
University, the director of Arcadyan
Technology Corporation and the
Independent Director of Sunplus
Technology Co., Ltd.

1.Serves as directors of a
companies that have
specific relationships with
Macronix, according to
Article 3, Paragraph 1,
Subparagraph 7 of
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.
2. Except for 1, the rest all
meet the independence
requirements set in
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.		 0
  • 13 -
Criteria
Name		 Professional Qualifications and Work
Experiences (Note 1)		 Independence Criteria Number of
Other Public
Companies in
which Serves
Concurrently as
an Independent
Directors
Yan-Kuin Su Director Yan-Kuin Su graduated with a
PhD in electrical engineering from
National Cheng Kung University, and
has passed the Civil Service Senior
Examination of the Construction
Personnel, Electrical Engineering
Division, Electric Power Section; Mr.
Su has a background in industry
technology and education. He has been
a professor of the Department of
Electrical Engineering at National
Cheng Kung University and the
president of Kun Shan University. Also,
he has been an academician of the
IEEE. Mr. Su is currently the dean of
Academy of Innovative Semiconductor
and Sustainable Manufacturing at
National Cheng Kung University,
emeritus chair professor at National
Cheng Kung University and a chair
professor at Kun Shan University.
1. Serves as directors of
companies that have
specific relationships with
Macronix, according to
Article 3, Paragraph 1,
Subparagraph 7 of
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.
2. Except for 1, the rest all
meet the independence
requirements in
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.		 1
Sung-Jen Fang
Director Sung-Jen Fang has a PhD in
Material Science and Engineering from
Stanford University, and formerly
worked in the R&D department of
Texas Instruments. He formerly held
the position of vice president at United
Microelectronics Corporation and
adjunct assistant professor at Yuan Ze
University. He is currently the
chairman of Darwin Venture
Management, and has a background in
industrial technology, financial
accounting, education, and marketing.		 1. A relative within the
second degree of kinship
was a director of the
Company within two years
before the appointment.
2. The rest all complies with
the independence
requirements set out in the
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.
1
  • 14 -
Criteria
Name		 Professional Qualifications and Work
Experiences (Note 1)		 Independence Criteria Number of
Other Public
Companies in
which Serves
Concurrently as
an Independent
Directors
Tom Yiu Director Tom Yiu graduated with an
MS in Electrical Engineering from the
University of California, Berkeley, and
was previously the Company’s COO.
He is currently the Company’s senior
vice president and chief marketing
officer, and is the representative of the
Company’s legal entity director and
subsidiary Mxtran Inc. Before joining
Macronix, Mr. Yiu has worked in many
IC design companies in the United
States, such as VLSI Technology Inc,
and founded Dynasty Technology Inc.
As a result, he has acquired vast
experience in memory R&D, design,
and marketing, with nearly 100 patents
in the United States, Europe, Japan, and
Taiwan, etc., and has a background in
industrial technology and marketing.
1.Serves as the senior vice
president and the chief
marketing officer of
Macronix and a director
with the status of a
managerial officer.
2. Concurrently serves as
directors of the
subsidiaries of Macronix.
3. Serves as a director of a
company that has a
specific relationship with
Macronix, according to
Article 3, Paragraph 1,
Subparagraph 7 of
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.
4. Except for 1, 2, and 3, the
rest all meet the
independence requirements
in “Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.
1
F. L. Ni Director F. L. Ni graduated with an MS
in Electrical Engineering from the
University of Michigan and has a
background in industry technology. Mr.
Ni is currently the vice president of the
Microelectronics and Memory Solution
Group of Macronix and the director of
its subsidiary Macronix (Hong Kong)
Co., Ltd.		 1.Serves as the vice president
of Macronix and a director
with the status of a
managerial officer.
2. Concurrently serves as
directors of the subsidiaries
of Macronix.
3. Serves as directors of
companies that have
specific relationships with
Macronix, according to
Article 3, Paragraph 1,
Subparagraph 7 of
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.
4. Except for 1, 2, and 3, the
rest all meet the
independence requirements
in “Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.


0
  • 15 -
Criteria
Name		 Professional Qualifications and Work
Experiences (Note 1)		 Independence Criteria Number of
Other Public
Companies in
which Serves
Concurrently as
an Independent
Directors
Hui Ying Investment
Ltd. (Note 5)
Representative: Paul
Yeh		 Director Paul Yeh graduated with an
MBA from National Chengchi
University and has a background in
industry technology and financial
accounting. Mr. Yeh is the vice
president of the Financial Center of
Macronix and the appointed
representative of Hui Ying Investment
Ltd., a juridical person that is a director
of Macronix. He has over 30-year vast
experience in financial management.
He was awarded the 13th edition of the
Outstanding Financial Manager from
the Chinese Professional Management
Association in 1995.		 1.Serves as the appointed
representative director of
Macronix.
2. Serves as the vice president
of Macronix and a director
with the status of a
managerial officer.
3. Concurrently serves as
directors of the subsidiaries
of Macronix.
4. Serves as supervisors of
companies that have
specific relationships with
Macronix, according to
Article 3, Paragraph 1,
Subparagraph 7 of
“Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.
5. Except for 1, 2, 3, and 4,
the rest all meet the
independence requirements
in “Regulations Governing
Appointment of
Independent Directors and
Compliance Matters for
Public Companies”.


0
Tyzz-Jiun Duh Independent Director Tyzz-Jiun Duh
graduated with a PhD in forestry from
National Taiwan University and has a
background in industry technology and
education. He has been the Vice
Premier of R.O.C., the Minister of the
National Development Council, and an
adjunct professor at Soochow
University. He is currently a consultant
of the Taiwan Electrical and Electronic
Manufacturers’ Association, and
possesses a background in industrial
technology and education.		 Independent directors have
signed the independent
director qualification
statement for the Company,
and were verified to be in
compliance with the
independence requirements
set out in the “Regulations
Governing Appointment of
Independent Directors and
Compliance Matters for
Public Companies”, which
was reported to the board of
directors in 2025 Q1.		 3
  • 16 -
Criteria
Name		 Professional Qualifications and Work
Experiences (Note 1)		 Independence Criteria Number of
Other Public
Companies in
which Serves
Concurrently as
an Independent
Directors
Chiang Kao Independent Director Chiang Kao
graduated with a PhD in forest
management from Oregon State
University and has a background in
industry technology, financial
accounting, and education. He has been
the president of National Cheng Kung
University and a professor at the
Department of Computer Science of
Texas State University and is currently
a chair professor of the Honorary
Professor of Department of Industrial
and Information Management at
National Cheng Kung University, and
possesses a background in industrial
technology, financial accounting, and
education.		 Independent directors have
signed the independent
director qualification
statement for the Company,
and were verified to be in
compliance with the
independence requirements
set out in the “Regulations
Governing Appointment of
Independent Directors and
Compliance Matters for
Public Companies”, which
was reported to the board of
directors in 2025 Q1.		 0
Chien-Kuo Yang Independent Director Chien-Kuo Yan
has a bachelor degree in international
trade from Tamkang University, has
passed the national entrance
examination for accountants, was
previously an accountant at Ernst &
Young, Taiwan, and is currently an
accountant at Diwan & Company, the
chairperson of Diwan International
Management Consulting Inc., and the
chairperson of Tien Da Investment Co.,
Ltd. He has a background in industrial
technology and financial accounting.		 Independent directors have
signed the independent
director qualification
statement for the Company,
and were verified to be in
compliance with the
independence requirements
set out in the “Regulations
Governing Appointment of
Independent Directors and
Compliance Matters for
Public Companies”, which
was reported to the board of
directors in 2025 Q1.
3

Note 1: None of the directors and the appointed representatives appointed by the directors of the legal person have been or are subject to any circumstances stated in Article 30 of the Company Act.

Note2: Mr. Masashi Kuramoto was reassigned as representative on August 30, 2024 by Shun Yin Investment Ltd. Note 3:Mrs. Stacey Lee was appointed to attend the 12th term of the Board of Directors and represent the company exercising any and all of a director’s rights thereof.

Note 4: Mrs. Ching-Yun Li was appointed to attend the 12th term of the Board of Directors and represent the company exercising any and all of a director’s rights thereof. Note 5: Mr. Paul Yeh was appointed to attend the 12th term of the Board of Directors, and represent the company exercising any and all director's rights thereof. Note 6: Mr. Cheng-Wen Wu resigned as the Company’s independent director on May 19, 2024.

  • 17 -

  • Diversity and Independence of the Board of Directors

  • (1) Diversity of the Board of Directors:

  • The Company planned and implemented Board diversity goals based on its business model and development needs as follows:

    • ‧The Board of Directors is required to have members with professional knowledge, technology, or experience in, at a minimum, industrial technology, law, and accounting, in which more than half of all directors must have a background or experience in industrial technology, at least 1 director must be a legal expert, and at least 1 director must be an accounting expert.

    • ‧The Board of Directors should include at least two genders.

  • (2) The qualifications of our Board members meet the Company’s development needs and the Board diversity policy.

  • (3) Implementation of the Board diversity objectives in 2023 is as follows:

    • ‧Over 90% of directors have a background or experience in industrial technology, in addition to that, 1 has a background in law, 4 have a background in accounting, 7 have a background in education, 4 have a background in marketing, and 2 has a background in public relations.

    • ‧Among the 14 current director seats, 2 are held by female directors, accounting for 14.29%. The composition of the Company’s Board members is primarily based on their professional knowledge, skills, and experience. However, in response to the trends of gender diversity and equality, we will actively plan to recruit Board members of different genders who possess expertise essential to the Company’s development.

Name Gender Professional Background Professional Background Professional Background Professional Background Professional Background Professional Background
Industrial
Technology		 Law Financial
Accounting		 Education Marketing Public
Relations
Miin Wu Male
Shun Yin Investment Ltd.
Representative: Masashi
Kuramoto		 Male
C. Y. Lu Male
Achi Capital Limited
Representative: StaceyLee		 Female
Chien Hsu Investment
Corporation
Representative:
Ching-Yun Li		 Female
Che-Ho Wei Male
Yan-Kuin Su Male
Sung-Jen Fang Male
Tom Yiu Male
F. L. Ni Male
Hui Ying Investment Ltd.
Representative: Paul Yeh		 Male
Tyzz-Jiun Duh Male
Chiang Kao Male
Cheng-Wen Wu Male
Chien-Kuo Yang Male
  • 18 -

(2) Independence of the Board of Directors

There are 3 independent directors among all the 14 directors, which is 21.43% of the Board of Directors. None of the directors (including independent directors) is a spouse or a relative within two generations of other directors. Please refer to page 9 of this annual report for the independence of the Board of Directors.

  1. Succession Plan for Board Members and Management

  2. (1) Succession Plan for Board Members

The Company’s Articles of Incorporation clearly state that the candidate nomination system is used for director election. Board composition is planned in accordance with the Corporate Governance Principles, Regulations for Director/Supervisor Election, and Nomination Committee Charter, and professionals in industrial technology, law, and accounting are recruited in coordination with the Company’s development blueprint and Board diversity policy. Besides irregularly providing directors with continuing education information, the Company regularly schedules directors to take continuing education courses, which include corporate governance, internal control system, and financial reporting responsibility. Completion of such courses will continue to improve directors' professional knowledge and skills, and provide for director succession planning and candidates arrangements.

  • (2) Succession Plan for Management

Courses for supervisors are offered every year to train managers at all levels and cultivate sufficient managerial talent. Senior executives periodically participate in important cross-departmental business and strategy planning meetings with the president. Discussions during the meetings serve as the basis for establishing the succession team. We also established a talent pool system to examine high-potential talent at any time, and accurately select a succession team.

  • 19 -

(II) President, Vice Presidents, Assistant Managers, and Department Directors

February 28, 2025

February28,2025 February28,2025 February28,2025
Title Nationality
Name		 Gender
Date
appointed		 Shares currently held Shares held by
spouse and
underage children		 Shares held in the
name of others		 Education/work
experience		 Other positions at the Company or elsewhere Other officer, director or
supervisor who is a spouse
or a relative within second
degree
Shares % Shares % Shares % Title Name Relation
CEO R.O.C Miin Wu
(Note 1)		 Male 2007.07.30 13,440,809 0.72% None None None None M.S. degree in
Material Science and
Engineering from
Stanford University		 Director of Macronix America, Inc.
Director of Macronix (BVI) Co., Ltd. Representative (Director)
of Hui Ying Investment Ltd.
Representative (Director) of Run Hong Investment Ltd.
Director of Phoenix 3 Venture Capital Co., Ltd.
Director of Phoenix 4 Venture Capital Co., Ltd.
Chairman of Mxtran Inc.
Director of Macronix Europe N.V.
Director of Macronix (Hong Kong) Co., Ltd.
Executive Director of Macronix Microelectronics (Suzhou)
Co., Ltd.
Director of Macronix (Asia) Limited
Managing Director of Eastern Electronics Co., Ltd.		 None None None
President R.O.C C. Y. Lu Male 2007.07.30 2,941,766 0.16% None None None None PhD degree in
Physics from
Columbia University
Chairman of Macronix America, Inc.
Director of Macronix Europe N.V.
Director of Macronix (Hong Kong) Co., Ltd.
Chairman & CEO of Ardentec Corporation
Director of Ardentec Korea Co., Ltd.
Director of Ardentec Singapore Pte. Ltd.
Representative (Chairman) of Sheng Tang Investment Co., Ltd.
Representative (Chairman) of Ardentec Semiconductor Co. Ltd.
Representative (Chairman) of Giga Solution Tech. Co., Ltd.
Independent Director of Hong Tai Electric Industrial Co., Ltd.
Director of Feng Chia University
None		 None None
Senior Vice
President &
Chief Marketing
Officer
R.O.C		 Tom Yiu Male 2007.01.01 6,681,322 0.36% 1,272,084 0.07% None None M.S. degree in
Electronic
Engineering from
University of
California, Berkeley
Director of Macronix America, Inc.
Representative (Director) of Mxtran Inc.
Director of SiTime Corporation
Independent Director of Chipbond Technology Corporation		 None None None
Vice President R.O.C F. L. Ni Male 2006.06.27 2,067,933 0.11% 340,333 0.02% None None
M.S. degree in
Electronic
Engineering from
University of
Michigan		 Chairman of Macronix Europe N.V.
Director of Macronix Pte Ltd.
Director of Macronix (Hong Kong) Co., Ltd.
Director ofWolley Inc.		 None None None
Vice President R.O.C Paul Yeh Male 2007.10.30 2,685,174 0.14% 4,985 0.00% None None
MBA degree in
Business
Administration, of
National Chengchi
University		 Director of New Trend Technology Inc.
Director of Macronix Europe N.V.
Director of Macronix (Hong Kong) Co., Ltd.
Representative (supervisor) of Mxtran Inc.		 None None None
Vice President R.O.C Yen-Hie Chao Male 2013.05.02 1,616,541 0.09% 35,108 0.00% None None B.S. degree in
Materials Science
and Engineering of
National Tsing Hua
University		 Representative (Director) of Ardentec Corporation None None None
Vice President R.O.C Chun-Hsiung
Hung		 Male 2015.10.28 488,593 0.03% 2,833 0.00% None None
M.S. degree in
Electronics
Engineering of
National Chiao Tung
University		 None None None None
Vice President R.O.C Jui-Kun Chen Male 2016.12.20 548,040 0.03% None None None None M.S. degree in
Accounting of
National Taiwan
University		 None None None None
  • 20 -
Title Nationality
Name		 Gender
Date
appointed		 Shares currently held Shares currently held Shares held by
spouse and
underage children		 Shares held by
spouse and
underage children		 Shares held in the
name of others		 Shares held in the
name of others		 Education/work
experience		 Other positions at the Company or elsewhere Other officer, director or
supervisor who is a spouse
or a relative within second
degree		 Other officer, director or
supervisor who is a spouse
or a relative within second
degree		 Other officer, director or
supervisor who is a spouse
or a relative within second
degree
Shares % Shares % Shares % Title Name Relation
Vice President R.O.C Jon-Ten Chung Male 2018.02.01 800,774 0.04% 158,059 0.01% None None M.S. degree in
Economics of
University of
Arizona		 Director of Macronix Pte Ltd.
Director of Macronix Europe N.V.
Director of Macronix (Hong Kong) Co., Ltd.		 None None None
Vice President R.O.C Kuang-Chao
Chen		 Male 2022.02.25 921,448 0.05% 1,511 0.00% None None M.S. degree in
Chemistry of
National Sun Yat-sen
University
None		 None None None
Head of
Emerging
R&D		 R.O.C Ke-Zhong Wang Male 2022.02.25 155,534 0.01% None None None None PhD in Physics of
California Institute
of Technology		 None None None None
Senior Associate
V.P.
R.O.C		 Wen-Pin Lu Male 2022.02.25 440,037 0.02% None None None None M.S. degree in
Electronic
Engineering of
National Taiwan
University		 None None None None
Executive
Director		 R.O.C Hsin-Cheng Liu
(Note 2)		 Male 2020.04.28 70,442 0.00% None None None None
M.S. degree in
Chemical
Engineering of
National Tsing Hua
University		 None None None None
Executive
Director		 R.O.C Kai-Wen Tu Male 2020.04.28 82,577 0.00% None None None None
PhD degree in
statistics of National
Chiao Tung
University		 None None None None
Executive
Director		 R.O.C Ting-Chang Lin Male 2020.04.28 109,378 0.01% None None None None M.S. degree in
Astronomy of
National Central
University		 None None None None
Executive
Director		 R.O.C Kun-Lung Chang Male 2020.04.28 102,253 0.01% None None None None M.S. degree in
Electronics
Engineering of
National Chiao Tung
University		 None None None None
Executive
Director		 R.O.C Ta-Hone Yang Male 2022.07.26 253,312 0.01% None None None None
M.S. degree in
Chemistry of
National Tsing Hua
University		 None None None None

Note 1: Where the chairman and president or equivalent position (the highest level manager) is the same person, the reasonableness, necessity, and response measures must be disclosed: Mr. Miin Wu founded Macronix in 1989 and served as its President. He has been elected as the Chairman since 2005 and successfully had the Company become the global leader in non-volatile memory (NVM) with his breadth of vision and innovative business strategy. In 2022, he was elected as the chairman and CEO of the 12th term of the Board of Directors. Considering that the Company has four independent directors, and more than half of its directors are non-employees nor managers of the Company, the independence of the Board of Directors can be ensured. Also, in view of the repeated success of Chairman Miin Wu in leading the Company through challenging times, and to respond to the turbulent and uncertain international political and economic landscape, the restructuring of the semiconductor supply chain, as well as the unpredictable and ever-changing situations involving carbon taxes and tariffs, it is reasonable and necessary for Chairman Miin Wu to continue serving as the Company’s Chief Executive Officer (CEO). This will ensure the continuation of the forward-looking and innovative business philosophy, and maintenance of the Company’s worldwide reputation, image, and competitiveness, improving the operational efficiency and decision-making, and further enhancing its value.

Note 2: Mr. Hsin-Cheng Liu retired on March 3, 2025.

  • 21 -

Ⅱ Remuneration of Directors, Supervisors, President, and Vice Presidents in the Most Recent Fiscal Year

(I) Remuneration of Directors and Independent Directors

(I) Remuneration (I) Remuneration of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors of Directors and Independent Directors
December 31, 2024
Unit: NT$ thousands
Title Name Remuneration The Total of
Remuneration
(A+B+C+D) and the
Ratio Between it and Net
Income(%)		 RelevantRemuneration Received byDirectors Who areAlsoEmployees The Total of
Compensation
(A+B+C+D+E+F+G)
and the Ratio Between it
and Net Income(%)		 Remuneration
received from
invested companies
other than
subsidiaries or the
parent company
Base Compensation (A) Severance Pay (B)
(Note 1)		 Directors
Compensation(C)
(Note 2)		 Allowances (D)
Salary, Bonuses, and
Allowances (E)		 Severance Pay (F)
(Note 1)		 Employee Compensation (G)
(Note 2)
The
Company		 Companies
in the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements
The
Company		 Companies
in the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements		 The Company
Companies
in the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements
Cash Stock Cash Stock
Chairman Miin Wu 0 0 0 0 0 0 120 120 120
(0.00%)		 120
(0.00%)		 16,831 16,831 721 721 0 0 0 0 17,672
(0.55%)		 17,672
(0.55%)		 0
Director Shun Yin Investment
Ltd.
Representative:
Masashi Kuramoto
(Note 2)		 0 0 0 0 0 0 120 120 120
(0.00%)		 120
(0.00%)		 0 0 0 0 0 0 0 0 120
(0.00%)		 120
(0.00%)		 0
Director C. Y. Lu 0 0 0 0 0 0 120 120 120
(0.00%)		 120
(0.00%)		 13,779 13,779 721 721 0 0 0 0 14,620
(0.45%)		 14,620
(0.45%)		 68,826
Director Achi Capital Limited 0 0 0 0 0 0 120 120 120
(0.00%)		 120
(0.00%)		 0 0 0 0 0 0 0 0 120
(0.00%)		 120
(0.00%)		 0
Director Chien Hsu Investment
Corporation		 0 0 0 0 0 0 120 120 120
(0.00%)		 120
(0.00%)		 0 0 0 0 0 0 0 0 120
(0.00%)		 120
(0.00%)		 0
Director Che-Ho Wei 0 0 0 0 0 0 120 120 120
(0.00%)		 120
(0.00%)		 0 0 0 0 0 0 0 0 120
(0.00%)		 120
(0.00%)		 0
Director Yan-Kuin Su 0 0 0 0 0 0 120 120 120
(0.00%)		 120
(0.00%)		 0 0 0 0 0 0 0 0 120
(0.00%)		 120
(0.00%)		 0
Director Sung-Jen Fang 0 0 0 0 0 0 120 120 120
(0.00%)		 120
(0.00%)		 0 0 0 0 0 0 0 0 120
(0.00%)		 120
(0.00%)		 0
Director Tom Yiu 0 0 0 0 0 0 120 120 120
(0.00%)		 120
(0.00%)		 8,006 8,006 721 721 0 0 0 0 8,847
(0.28%)		 8,847
(0.28%)		 1,030
Director F. L. Ni 0 0 0 0 0 0 120 120 120
(0.00%)		 120
(0.00%)		 9,682 9,682 721 721 0 0 0 0 10,523
(0.33%)		 10,523
(0.33%)		 0
Director Hui Ying Investment
Ltd.		 0 0 0 0 0 0 120 120 120
(0.00%)		 120
(0.00%)		 0 0 0 0 0 0 0 0 120
(0.00%)		 120
(0.00%)		 0
Independent
Director		 Tyzz-Jiun Duh 3,600 3,600 0 0 0 0 120 120 3,720
(0.12%)		 3,720
(0.12%)		 0 0 0 0 0 0 0 0 3,720
(0.12%)		 3,720
(0.12%)		 0
Independent
Director		 Chiang Kao 3,600 3,600 0 0 0 0 120 120 3,720
(0.12%)		 3,720
(0.12%)		 0 0 0 0 0 0 0 0 3,720
(0.12%)		 3,720
(0.12%)		 0
Independent
Director		 Cheng-Wen Wu
(Note 3)		 1,384 1,384 0 0 0 0 46 46 1,430
(0.04%)		 1,430
(0.04%)		 0 0 0 0 0 0 0 0 1,430
(0.04%)		 1,430
(0.04%)		 0
Independent
Director		 Chien-Kuo Yang 3,600 3,600 0 0 0 0 120 120 3,720
(0.12%)		 3,720
(0.12%)		 0 0 0 0 0 0 0 0 3,720
(0.12%)		 3,720
(0.12%)		 0
1. Please describe the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, and time input with the amount of remuneration:
The Board of Directors is authorized to determine the remuneration of independent directors based on participation in the Company’s operations, value of contributions, and domestic and overseas industry standards in accordance with the Articles of Incorporation. The independent director’s
remuneration is a fixed monthly remuneration and does not participate in the Company’s earnings distribution
2. Other than as disclosed in the above table,the remuneration earned byDirectorsprovidingservices to the Companyand all consolidated entities in the latest fiscalyear: None.

Note 1: Estimated amount Note 2: Mr. Masashi Kuramoto was reassigned as representative on August 30, 2024 by Shun Yin Investment Ltd. Note 3: Mr. Cheng-Wen Wu resigned as the Company’s independent director on May 19, 2024. Note 4: Explanation of the correlation and rationality of after-tax changes in the profit and remuneration.

(1) As the result of an after-tax net loss of our company in 2023 and 2024, the director remuneration and employee compensation were not distributed.

(2) Considering the professionalism and contributions of "independent directors," they receive a fixed monthly compensation and transportation expenses regardless of the company’s profit or loss. However, they do not participate in profit distribution, which is deemed reasonable. As for "non-independent directors," in the absence of company profits, not receiving director remuneration (only transportation expenses) is also considered reasonable.

  • 22 -

December 31, 2024 Unit: NT$ thousands

(II) Remuneration of the President and Vice Presidents

Title Name (Note 1) Salary (A) Salary (A) Severance Pay (B)
(Note)		 Severance Pay (B)
(Note)		 Bonuses and
Allowances (C)		 Bonuses and
Allowances (C)		 Employee Compensation (D) Employee Compensation (D) Employee Compensation (D) Employee Compensation (D) The Total of
Remuneration
(A+B+C+D) and the
Ratio Between it and Net
Income(%)		 The Total of
Remuneration
(A+B+C+D) and the
Ratio Between it and Net
Income(%)		 Remuneration
received
from
invested
companies
other than
subsidiaries
or the parent
company
The
Company		 Companies
in the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements		 The Company Companies
in the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements
Cash Stock Cash Stock
CEO Miin Wu 83,590 83,590 7,213 7,213 14,142 14,142 0 0 0 0 104,945
(3.27%)		 104,945
(3.27%)		 69,856
President C. Y. Lu
Senior Vice President &
Chief Marketing Officer		 Tom Yiu
Vice President F. L. Ni
Vice President Paul Yeh
Vice President Yen-Hie Chao
Vice President Chun-HsiungHung
Vice President Jui-Kun Chen
Vice President Jon-Ten Chung
Vice President Kuang-Chao Chen

Note : Estimated amount

  • 23 -

Range of Remuneration for Presidents and Vice Presidents

Range of Remuneration Paid to
Each President and Vice
President		 Name of President and Vice Presidents Name of President and Vice Presidents
The Company Companies in the consolidated
financial statements(Note)
Under NT$1,000,000
NT$1,000,000 (inclusive) –
NT$2,000,000(exclusive)
NT$2,000,000 (inclusive) –
NT$3,500,000(exclusive)
NT$3,500,000 (inclusive) –
NT$5,000,000(exclusive)
NT$5,000,000 (inclusive) –
NT$10,000,000 (exclusive)		 Tom Yiu / Jon-Ten Chung / Paul
Yeh /Yen-Hie Chao/ Kuang-Chao
Chen		 Tom Yiu / Jon-Ten Chung / Paul Yeh
/Yen-Hie Chao/ Kuang-Chao Chen
NT$10,000,000 (inclusive) –
NT$15,000,000(exclusive)		 C. Y. Lu/ F. L. Ni / Chun-Hsiung
Hung/ Jui-Kun Chen		 F. L. Ni / Chun-Hsiung Hung / Jui-
Kun Chen
NT$15,000,000 (inclusive) –
NT$30,000,000(exclusive)		 Miin Wu Miin Wu
NT$30,000,000 (inclusive) –
NT$50,000,000 (exclusive)
NT$50,000,000 (inclusive) –
NT$100,000,000(exclusive)		 C. Y. Lu
Over NT$100,000,000
Total 10 10

Note: The total amount of A+B+C+D and remuneration received from subsidiaries or the parent company other than invested companies.

  • 24 -

December 31, 2024 Unit: NT$ thousands

(III) The compensation of the top five highest-paid executives.

Title Name (Note 1) Salary (A) Salary (A) Severance Pay (B)
(Note)		 Severance Pay (B)
(Note)		 Bonuses and
Allowances (C)		 Bonuses and
Allowances (C)		 Employee Compensation (D) Employee Compensation (D) Employee Compensation (D) Employee Compensation (D) The Total of
Remuneration
(A+B+C+D) and the
Ratio Between It and
Net Income(%)		 The Total of
Remuneration
(A+B+C+D) and the
Ratio Between It and
Net Income(%)		 Remuneration
received
from
invested
companies
other than
subsidiaries
or from the
parent
company
The
Company		 Companies
in the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements		 The Company Companies
in the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements
Cash Stock Cash Stock
CEO Miin Wu 14,226 14,226 721 721 2,605 2,605 0 0 0 0 17,552
(0.55%)		 17,552
(0.55%)		 0
President C. Y. Lu 11,938 11,938 721 721 1,842 1,842 0 0 0 0 14,501
(0.45%)		 14,501
(0.45%)		 68,826
Vice President Jui-Kun Chen 8,588 8,588 721 721 1,408 1,408 0 0 0 0 10,717
(0.33%)		 10,717
(0.33%)		 0
Vice President F. L. Ni 8,258 8,258 721 721 1,424 1,424 0 0 0 0 10,403
(0.32%)		 10,403
(0.32%)		 0
Vice President Chun-Hsiung Hung 7,910 7,910 721 721 1,444 1,444 0 0 0 0 10,075
(0.31%)		 10,075
(0.31%)		 0

Note : Estimated amount

  • 25 -

(IV). Employees Compensation Distributed to Management Team

December 31, 2024 Unit: NT$ thousands

Title Name Stock
(Fair Market
Value)		 Cash Total Ratio of
Total
Amount to
Net Income
(%)
Managers CEO Miin Wu 0 0 0 0%
President C. Y. Lu
Senior Vice
President & Chief
Marketing Officer		 Tom Yiu
Vice President F. L. Ni
Vice President Paul Yeh
Vice President Yen-Hie Chao
Vice President Chun-HsiungHung
Vice President Jui-Kun Chen
Vice President Jon-TenChung
Vice President Guang-Chao Chen
Head of Emerging
R&D		 Ke-Zhong Wang
Senior Associate
V.P.		 Wen-Bin Lu
Executive Director Hsin-ChengLiu
Executive Director Kai-Wen Tu
Executive Director Ting-ChangLin
Executive Director Kun-LungChang
Executive Director Ta-Hone Yang

  • 26 -

  • (V) The Ratio of Total Remuneration Paid by the Company and by All Companies Included in the Consolidated Financial Statements for the Two Most Recent Fiscal Years to Directors, Supervisors, President and Vice Presidents of the Company, to the Net Income as Well as the Policies, Standards, and Portfolios for the Payment of Remuneration, the Procedures for Determining Remuneration, and the Correlation with Risks and Business Performance

  • The ratio of the total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, president and vice presidents of the Company, to the net income.

2023 2023 2024
The Company Companies in the
consolidated
financial statements		 The Company Companies in the
consolidated
financial statements
Directors (0.95%) (0.95%) (0.43%) (0.43%)
Presidents and Vice
Presidents		 (8.85%) (8.85%) (3.27%) (3.27%)

  1. The policy, standards and packages of remunerations, the procedures for such decisions and relation to business performance and future risks.

  2. (1) Remuneration to the Company’s directors and managers are distributed in accordance with the Articles of Incorporation and the law, after referring to industry standards in Taiwan and overseas, the length of the tenure of related members, actual participation, and contributions. Remunerations are summarized below:

    • ‧ Independent Director: Receives NT$300,000 and travel allowance on a monthly basis regardless of the Company’s profit or loss, but does not participate in earning distribution.

    • ‧ Non-Independent Director: Calculated and distributed based on the director's (including representatives) performance evaluation items (e.g. attendance in Board meetings and shareholders’ meetings and continuing education), length of tenure, actual participation, and contributions in accordance with the Company’s Articles of Incorporation and the law, after referring to industry standards in Taiwan and overseas, provided that it does not exceed 2% of profits after deducting accumulated losses.

  3. (2) Transportation allowance for directors: NT$10,000 per month.

  4. (3) Compensation for managers: Reviewed and resolved by the Compensation Committee after referencing manager performance evaluation items, which include financial indicators (e.g., revenue and EPS, etc.) and non-financial indicators (e.g., decision-making ability and performance improvement, etc.), and corporate sustainability promotion index (e.g., leading the corporate net zero and sustainability information disclosure, etc.), and submitted to the Board of Directors for resolution.

  5. (4) Others: With consideration to future changes in the economic environment, remuneration paid to our management team will be carefully established in accordance with the law, based on business performance and future risks, as well as industry standards in Taiwan and overseas.

  6. 27 -

Ⅲ . Implementation of Corporate Governance

(I) Board of Directors

A total of 6 (A) meetings of the Board of Directors were held in the previous period. The attendance of director and supervisor were as follows:

Title Name Attendance
in Person (B)		 By
Proxy		 Attendance
Rate (%)(B/A)
(Note)		 Remarks
Chairman Miin Wu 6 0 100%
Director Shun Yin Investment Ltd.
Former Representative:
Ikuo Yamaguchi		 4 0 100% Mr. Masashi Kuramoto
was reassigned as the
representative on August
30, 2024 by Shun Yin
Investment Ltd.

Representative:Masashi
Kuramoto		 1 1 50%
Director C. Y. Lu 6 0 100%
Director Achi Capital Limited
Representative: Stacey Lee		 6 0 100% Ms. Stacey Lee has been
appointed to attend the
12th Term of the Board of
Directors and represent the
company exercising any
and all of a director’s
rights thereof.
Director Chien Hsu Investment
Corporation
Representative: Ching-Yun
Li		 6 0 100% Ms. Ching-Yun Li has
been appointed to attend
the 12th Term of the
Board of Directors and
represent the company
exercising any and all of a
director’s rights thereof.
Director Che-Ho Wei 5 1 83%
Director Yan-Kuin Su 5 1 83%
Director Sung-Jen Fang 6 0 100%
Director Tom Yiu 6 0 100%
Director F. L. Ni 6 0 100%
Director Hui Ying Investment Ltd.
Representative: Paul Yeh		 6 0 100% Mr. Paul Yeh has been
appointedto attend the
12th Term of the Board of
Directors and represent the
company exercising any
and all of a director’s
rights thereof.
Independent
Director		 Tyzz-Jiun Duh 6 0 100%
Independent
Director		 Chiang Kao 6 0 100%
Independent
Director		 Cheng-Wen Wu 3 0 100% Mr. Cheng-Wen Wu
resigned on May 19, 2024
before taking office as the
Minister of the National
Science and Technology
Council.
Independent
Director		 Chien-Kuo Yang 6 0 100%
  • 28 -

Other items that shall be recorded:

  • I. If any of the following circumstances occur to the operation of the Board of Directors, the date of the meeting, session, content of the motion, all independent directors’ opinions, and the Company’s response to independent directors' opinions should be specified:

(I) Matters referred to in Article 14-3 of the Securities and Exchange Act.

Board of Directors
Date/ Term		 Motion Independent
Directors’
Opinions		 The Company’s
Response to
Independent
Directors’ Opinions
2024.02.27
The 11th meeting of
the 12th Term of the
Board of Directors		 Submitted for approval of fund
raising by issuance of new
shares, overseas depositary
receipts through cash capital
increase, and/or the private
placement of common shares
and/or domestic or overseas
convertible bonds.		 Approved Not applicable
2024.04.30
The 12th meeting of
the 12th Term of the
Board of Directors		 Pursuant to the applicable
amended regulations, it is hereby
proposed to amend the
Company’s Internal Control
System for Shareholders
Services Process.		 Approved Not applicable
2024.10.29
The 14th meeting of
the 12th Term of the
Board of Directors		 Submitted for approval of the
issuance of the Second Domestic
Unsecured Convertible Bonds.		 Approved Not applicable
Submitted for approval of the
2024 salary adjustment of the
CompanyManagers.		 Approved Not applicable
2024.12.17
The 15th meeting of
the 12th Term of the
Board of Directors		 Submitted for approval of the
Company’s financial and tax
accountants for the year 2025
and resolved by the Audit
Committee.		 Approved Not applicable
Submitted for approval of the
fees and expenses of CPAs in
2025 and resolved by the Audit
Committee.		 Approved Not applicable
Submitted for approval of the
transactions (sales & purchases)
with related party, MegaChips
Corporation, in 2025 and
resolved by the Audit
Committee.		 Approved Not applicable
Submitted for approval of the
Company’s “Sustainability
Information Management
Rules”.		 Approved Not applicable

  • 29 -

  • (II) In addition to the aforementioned matters, other motions resolved by the Board of Directors that are objected to by Independent Directors or expressed reservations and recorded or declared in writing: None.

  • II. If there is Directors’ avoidance of motions in conflicts of interest, the Directors’ names, content of the motion, causes of avoiding conflicts of interest, and the voting participation should be specified:

Name of Directors who avoid
conflict of interest		 Motion Causes of
Avoiding
Conflicts of
Interest		 Voting
Participation
Miin Wu, C. Y. Lu, Tom Yiu,
F. L. Ni, the representative of
Hui Ying Investment, Ltd.:
Paul Yeh		 Submitted for approval
of the 2024 salary
adjustment of the
Company Managers.		 Related persons Recusal and no
participation in the
resolution by proxy
Shun Yin Investment Ltd.
Representative:
Masashi Kuramoto		 Submitted for approval
of the transactions (sales
& purchases) with
related party,
MegaChips Corporation,
in 2025 and resolved by
the Audit Committee.		 Related persons Recusal and no
participation in the
resolution by proxy

III. Evaluation of the board of directors:

Internal performance evaluations of the entire board of directors, individual board members, and functional committees (including the Audit Committee, Remuneration Committee, and Nomination Committee) for the year 2024 were conducted in February 2025. Evaluation results are shown in the table below and were reported to the Nomination Committee and Board of Directors meeting on March 4, 2025.

Assessment
cycle		 Assessment
period		 Assessment
scope		 Assessment
method		 Assessment content Evaluation
result
Performed
once per
year		 January 1,
2024 to
December
31, 2024		 Entire Board
of Directors		 Self-
assessment of
the board of
directors		 1. Participation in the
Company’s Operations
2. Raising the Quality of
the Board of Directors'
Decisions
3. Composition and
Structure of the Board of
Directors
4. Election and Continuing
Education of Directors
5. Internal controls		 Overall
average 4.98
(out of 5)
Performed
once per year		 January 1,
2024 to
December
31, 2024		 each member
of the board
of directors		 Self-
assessment of
each member
of the board
of directors		 1.
Understanding of the
Company’s Objectives
and Tasks
2. Directors’
Responsibilities
3. Participation in the
Company’s Operations
4. Management and
Communication of
Internal Relations
5. Directors’ Expertise
and Continuing
Education
Internal controls		 Overall
average 4.95
(out of 5)
  • 30 -
Assessment
cycle		 Assessment
period		 Assessment
scope		 Assessment
method		 Assessment content Evaluation
result
Performed
once per
year		 January 1,
2024 to
December
31, 2024		 Audit
Committee		 Self-
assessment of
the Audit
Committee		 1. Participation in the
Company’s Operations
2. Audit Committee’s
Responsibilities
3. Raising the Quality of
the Audit Committee’s
Decisions
4. Composition and
Membership of the
Audit Committee
5. Internal controls		 Overall
average 4.98
(out of 5)
Performed
once per year		 January 1,
2024 to
December
31, 2024		 Compensation
Committee		 Self-
assessment of
the
Compensation
Committee		 1.
Participation in the
Company’s Operations
2. Compensation
Committee’s
Responsibilities
3. Raising the Quality of
the Compensation
Committee’s Decisions
4. Composition and
Membership of the
Compensation
Committee		 Overall
average 5.00
(out of 5)
Performed
once per year		 January 1,
2024 to
December
31, 2024		 Nomination
Committee		 Self-
assessment of
the
Nomination
Committee		 1.
Participation in the
Company’s Operations
2. Nomination
Committee’s
Responsibilities
3. Raising the Quality of
the Nomination
Committee’s Decisions
4. Composition and
Membership of the
Nomination
Committee		 Overall
average 5.00
(out of 5)

IV. Measures taken to strengthen the functions of the Board (for example, establishing an Audit Committee and enhancing information transparency) for the current year and the most recent year and the implementation:

The Company has functional committees, including the Audit Committee, Compensation Committee and Nomination Committee, to review and resolve proposals within its authority and to submit to the Board of Directors for decision to enhance supervision and strengthen management. Board members continue to participate in continuing education to enhance their professional knowledge as well as communication to improve the Board's performance. In order to encourage the Directors to continue studies, Sustainable Development, the Company regularly arranges corporate governance courses and provides the course information from external institutions for the Directors' reference. Please refer to page 80 of this annual report for the Company’s Director training in the most recent year.

Note: Attendance rate (%) is calculated based on the number of meetings convened by the Board of Directors and the actual attendance during the service term.

  • 31 -

  • (II) Audit Committee

The Company’s Audit Committee is comprised of all independent directors to carry out supervision under applicable laws and regulations, including fair presentation of the Company’s financial reports, hiring or dismissal, independence, and performance of CPAs, effective implementation of internal control system, compliance with applicable laws and regulations, and management of the Company’s existing and/or potential risks. In the most recent year, the Audit Committee has duly reviewed and resolved the following matters:

  1. Assessment of the internal control system and efficiency.

  2. The offering, issuance, or private placement of equity securities.

  3. Engagement and/or dismissal of auditing CPA and the compensation.

  4. Annual and first quarter to third quarter financial reports.

  5. Business report and earnings distribution

  6. A matter involving personal interest of a director.

A total of 6 (A) Audit Committee meetings were held in the most recent year. The attendance of the independent directors was as follows:

Title Name Attendance
in Person(B)		 By
Proxy		 Attendance Rate
(%)(B/A) (Note)		 Remarks
Convener Tyzz-Jiun Duh 6 0 100%
Member ChiangKao 6 0 100%
Member Cheng-Wen Wu 3 0 100% Mr. Cheng-Wen Wu
resigned on May 19, 2024
before taking office as the
Minister of the National
Science and Technology
Council.
Member Chien-Kuo Yang 6 0 100%
Other items that shall be recorded:
I.
When one of the following situations has occurred to the operations of the Audit Committee,
the convening date, term, and agenda of the Audit Committee, the objections, reservations, and major
comments of independent directors, resolution of the Audit Committee, and the Company’s response
to the comments of the Audit Committee shall be stated:
(I) Items specified in Article 14-5 of the Securities and Exchange Act
Audit Committee
Date / Term
Motion
The objections,
reservations, and
major comments
of independent
directors
Resolution of the
Audit Committee
The
Company’s
response to
the
comments
of the Audit
Committee
2024.01.30
The 10th meeting
of the 12th Term
of the Audit
Committee
Submitted for approval
of the Company’s 2023
“Internal Control
System Statement”
None
Unanimously
approved by all the
members attending the
meeting and will be
submitted to the Board
of Directors meeting
for approval.
Not
applicable
2024.02.27
The 11th meeting
of the 12th Term
of the Audit
Committee
Year 2023 Financial
Statements
None
Unanimously
approved by all the
members attending the
meeting and will be
submitted to the Board
of Directors meeting
for approval.
Not
applicable
  • 32 -
Submitted for
approval of fund
raising by issuance of
new shares, overseas
depositary receipts
through cash capital
increase, and/or the
private placement of
common shares and/or
domestic or overseas
convertible bonds.		 None Unanimously
approved by all the
members attending the
meeting and will be
submitted to the Board
of Directors meeting
for approval.		 Not
applicable
2024.04.30
The 12th meeting
of the 12th Term
of the Audit
Committee		 The company 2024
Q1 Consolidated
Financial Statements.		 None Unanimously
approved by all the
members attending the
meeting and will be
submitted to the Board
of Directors meeting
for approval.		 Not
applicable
Pursuant to the
applicable amended
regulations, it is
hereby proposed to
amend the Company’s
Internal Control
System for
Shareholders Services
Process.		 None
Unanimously
approved by all the
members attending the
meeting and will be
submitted to the Board
of Directors meeting
for approval.		 Not
applicable
2024.07.30
The 13th meeting
of the 12th Term
of the Audit
Committee		 The company 2024
Q2 Consolidated
Financial Statements.		 None Unanimously
approved by all the
members attending the
meeting and will be
submitted to the Board
of Directors meeting
for approval.		 Not
applicable
2024.10.29
The 14th meeting
of the 12th Term
of the Audit
Committee		 The company 2024
Q3 Consolidated
Financial Statements.		 None Unanimously
approved by all
members attending the
meeting and will be
submitted to the Board
of Directors meeting
for approval.		 Not
applicable
Submitted for
approval of the
issuance of the
Second Domestic
Unsecured
Convertible Bonds		 None Unanimously
approved by all
members attending the
meeting and will be
submitted to the Board
of Directors meeting
for approval.		 Not
applicable
2024.12.17
The 15th meeting
of the 12th Term
of the Audit
Committee		 Submitted for
approval of the
Company’s
“Sustainability
Information
Management Rules”		 None Unanimously
approved by all the
members attending the
meeting and will be
submitted to the Board
of Directors meeting
for approval.		 Not
applicable
Submitted for
approval of the
Company’s financial
and tax accountants
for the year 2025 and
resolved by the Audit
Committee.		 None Unanimously
approved by all the
members attending the
meeting and will be
submitted to the Board
of Directors meeting
for approval.		 Not
applicable
  • 33 -
Submitted for
approval of the fees
and expenses of CPAs
in 2025 and resolved
by the Audit
Committee.		 None Unanimously
approved by all the
members attending the
meeting and will be
submitted to the Board
of Directors meeting
for approval.		 Not
applicable
Submitted for
approval of the
transactions (sales &
purchases) with
related party,
MegaChips
Corporation, in 2025
and resolved by the
Audit Committee.		 None Unanimously
approved by all the
members attending the
meeting and will be
submitted to the Board
of Directors meeting
for approval.		 Not
applicable

  • (II) Except the items in the preceding issues, other resolutions approved by two-thirds of all Directors but yet to be approved by the Audit Committee: None.

  • II. Names, content of the motion, cause of the conflict of interest, and participation in the voting of Independent Directors who have abstained from voting for proposals that are considered to present conflicts of interest: None.

  • III. Communication between Directors and the head of internal audit and CPAs (including important issues, audit methods, and results related to the Company’s finance and business):

    1. The Company’s head of internal audit, in addition to regularly sending various audit reports to independent directors, also attends and reports to the Audit Committee quarterly. The head of internal audit also responds at all times to any questions that the independent directors may have, and the interactions between them were good.

    2. CPAs appointed by the Company attended the Audit Committee quarterly, where they explained financial/accounting matters to the independent directors, and the interactions between them were good.

    3. The head internal audit and CPAs shall contact the independent directors alone at least once per year as well as directly contact independent directors at any times and according to need, and the communication channel between them is unimpeded.

  • 34 -

  • Summary of communications between independent directors, internal audit supervisors and accountants in the most recent fiscal year are as follows:

Key points of Results of
Date/Meeting Attendees

communication		 communication
2024.01.30
Audit Committee		 Independent Director: Tyzz-Jiun
Duh, Chiang Kao, Cheng-Wen
Wu, Chien-Kuo Yang
Head of internal audit: Hong-Chi
Wang
CPAs: Tung Hui Yeh, Kuo Tyan
Hong		 ．2023 Statement on
Internal Control		 Full attendance
No objections
from Independent
Directors
2024.02.27
Audit Committee		 Independent Director: Tyzz-Jiun
Duh, Chiang Kao, Cheng-Wen
Wu, Chien-Kuo Yang
Head of internal audit: Hong-Chi
Wang
CPAs: Tung Hui Yeh, Kuo Tyan
Hong		 ．Review results and
key review items
for the 2023 stand-
alone and
consolidated
financial
statements
2024.04.30
Audit Committee		 Independent Director: Tyzz-Jiun
Duh, Chiang Kao, Cheng-Wen
Wu, Chien-Kuo Yang
Head of internal audit: Hong-Chi
Wang
CPAs: Tung Hui Yeh, Kuo Tyan
Hong		 ．Results of review
of the consolidated
financial
statements for Q1
2024
2024.07.30
Audit Committee		 Independent Director: Tyzz-Jiun
Duh, Chiang Kao, Chien-Kuo
Yang
Head of internal audit: Hong-Chi
Wang
CPAs: Tung Hui Yeh, Kuo Tyan
Hong		 ．Audit report
．Results of review
of the consolidated
financial
statements for Q2
2024
2024.10.29
Audit Committee		 Independent Director: Tyzz-Jiun
Duh, Chiang Kao, Chien-Kuo
Yang
Head of internal audit: Hong-Chi
Wang
CPAs: Tung Hui Yeh, Kuo Tyan
Hong		 ．Audit report
．Results of review
of the consolidated
financial
statements for Q3
2024
2024.12.17
Audit Committee		 Independent Director: Tyzz-Jiun
Duh, Chiang Kao, Chien-Kuo
Yang
Head of internal audit: Hong-Chi
Wang
CPAs: Tung Hui Yeh, Kuo Tyan
Hong		 ．Audit report
．The 2025 Audit
Plan

Note: Attendance rate (%) is calculated based on the number of meetings convened by the Audit Committee and the actual attendance during the service term.

  • 35 -

(III)Corporate Governance Implementation Status and Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons

The Company attaches great importance to corporate governance. Not only has it introduced the corporate governance systems in advance by taking overseas norms into consideration, but has also adopted the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” as its guideline. In 2003, the Company added two independent directors to the Board of Directors in accordance with the US Securities Laws and Regulations. The following year, three Independent Directors were elected. The Company also established an Audit Committee, which was later renamed the Auditing Committee. The Compensation Committee was set up in 2005, with internal auditing being directly subordinate to the Board.

In 2007, the Company adopted the candidate nomination system for the first time for the election of the Board and Supervisors (including three Independent Directors). In June 2009, the Company set up the Audit Committee to replace Supervisors in accordance with Article 14-4 of the Securities and Exchange Act. In January 2019, the “Compensation Committee” was set up in accordance with Article 14-6 of the Securities and Exchange Act. In January 2019, the Company voluntarily set up the “Nomination Committee” to assist the operation of Board.

In 2007 and 2011, the company passed the Taiwan Corporate Governance Association CG6002 and CG6006 evaluations in the corporate governance system respectively and was ranked in the top 5% of the listed companies in the first corporate governance evaluation in 2014.

The Company was ranked in the top 10% of electronics companies with a market cap of NT$10 billion and above in the 8th (2021) evaluation, reaffirms the Company’s implementation and active promotion of corporate governance.

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the
Corporate Governance
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
I. Does the company establish and disclose the
“Corporate Governance Best-Practice Principles”
based on “Corporate Governance Best-Practice
Principles for TWSE/TPEx Listed Companies”?		 The Company has established the “Corporate Governance
Principles” based on“Corporate Governance Best-Practice
Principles for TWSE/TPEx Listed Companies” and disclosed
them on the companywebsite.		 None
II. Shareholding structure & shareholders’ rights
(I) Does the company establish an internal operating
procedure to deal with shareholders’ suggestions,
doubts, disputes, and litigations, and implement
based on the procedure?		 (I) The Company has established an Investor Relations Office
and a legal center. Dedicated personnel are assigned to
address issues such as shareholder suggestions, inquiries,
and disputes. The legal actions taken by the shareholders
are also properly addressed through internal operating
procedures,and records are kept for future reference.		 None
  • 36 -
Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the
Corporate Governance
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
(II) Does the company possess the list of its major
shareholders as well as the ultimate owners of
those shares?
(III) Does the company establish and execute the risk
management and firewall system within its
conglomerate structure?
(IV) Does the company establish internal rules against
insiders trading with undisclosed information?

(II) The Company possesses the list of its directors, managers,
and shareholders with more than 10% of the shares as well
as their major shareholders. Relevant information is
routinely disclosed.
(III) The Company has established the “Relevant Financial and
Business Operations Rules between Relation Parties” and
“Regulations of the Supervision and Management of
Subsidiaries” to clearly distinguish the assets, finance,
and operations between the Company and its affiliated
companies, as well as execute the risk management and
firewall system.
(IV) Please refer to page 80 of this Annual Report for the
Company’s internal material information handling
principles, and the Company has established the “Code of
Business Conduct and Ethics” and “Preventing Insider
Trading” to clearly regulate matters regarding the staff
purchasingthe Company’s securities.
None
None
None
III. Composition and Responsibilities of the Board of
Directors
(I) Does the board of directors formulate and
implement the diversity policies and the specific
administration objectives?		 (I) The Company’s corporate governance principles stipulate
that the composition of the Board of directors shall take
diversity into consideration. The authorized Nomination
Committee shall also formulate criteria regarding the
diversity and independence of the directors' professional
knowledge, expertise, experience, and gender. These
criteria will be adopted in the search, review, and
nomination of director candidates. Please refer to page 18
of this Annual Report for Board diversity policy,
objectives and the implementation status.		 None
  • 37 -
Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the
Corporate Governance
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
(II) Does the company voluntarily establish other
functional committees in addition to the
Compensation Committee and the Audit
Committee?
(III) Does the Company establish standards and
methods for evaluating board performance,
conduct annual performance evaluations, submit
performance evaluation results to the Board, and
use the results as a basis for determining the
remuneration and nomination renewal of
individual directors?
(IV) Does the company regularly evaluate the
independence of CPAs?

(II) The Company voluntarily set up the Nomination
Committee on January 22, 2019, please refer to page 45 of
this Annual Report for the members and operations.
(III) The Company has established the “Rules for Board of
Directors Performance Assessments” to clearly regulate
the evaluation cycle, period, scope, execution unit, and
procedures. The results were submitted to the Company’s
Nomination Committee and Board of Directors. Please
refer to page 30 of this Annual Report for implementation
status in 2024.
(IV) The Company evaluates the independence and
competence of the accountants based on the following
matters each year. The review is carried out by the Audit
Committee, which submits evaluation results and
appointment (extension) of the accountants to the Board
of Directors for discussion and approval: 1. Not
appointing the same accountant to perform audits for
more than seven consecutive years, 2. Obtaining a
statement of independence, including but not limited to
whether the accountant , audit team, or family members
have direct or indirect significant financial interests in the
Company; whether there is kinship or business relations
that might have an impact on the independence with the
Company’s directors, supervisors and managers; whether
they concurrently serve as the Company’s directors and
supervisors duringthe auditperiod or holdpositions that		 None
None
None
  • 38 -
Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the
Corporate Governance
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
have direct and significant influence on the audit.
3.Information on the accounting firm's AQI: AQI
information consists of 13 items in five aspects. The
Company verified that the accountants' audit experience
and the accounting firm's quality support ability and
training hours were higher than the industry average.
Additionally, according to this firm, it has implemented
cloud-based audit platform and tools, utilized digital
technologies, and expanded the audit support center to
enhance auditqualityand efficiency.
IV. Does the TWSE listed company have a suitable
number of competent corporate governance
personnel, and has it appointed a corporate
governance supervisor responsible for corporate
governance matters (including but not limited to
providing information for directors and
supervisors to perform their duties, assisting
directors and supervisors with regulatory
compliance, handling matters related to Board
meetings and shareholders' meetings, and
preparing proceedings for Board meetings and
shareholders' meetings)?		 The Board of Directors has designated the Board Secretariat
Department to handle administrative matters for the Board. On
March 12th, 2019, the Corporate Governance Officer position
was established. Mr. Paul Yeh, Vice President, who has over
three years of experience in financial management in publicly
traded companies, was appointed to oversee and manage
director requests and supervise matters related to corporate
governance. The terms of reference are set out below:
(1) Responsibilities:
1.Matters related to the meetings of the Board of Directors and
shareholders' meetings in accordance with the law;
2.Prepare the minutes of the Board and Shareholders' Meeting;
3.Assist the directors and supervisors in continuous education;
4.Provide information necessary for the Directors and
Supervisors;
5.Assist Directors and Supervisors to comply with the laws
and regulations;		 None
  • 39 -
Evaluation Item ImplementationStatus Deviations from “the
Corporate Governance
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
6. Report to the Board of Directors results of whether
independent directors had the qualifications required by law
during their nomination, election, and term.
7. Handle matters related to the change of directors.
8. Other matters stipulated in the Articles of Incorporation or
the contract.
(2) Please refer to page 83 of this annual report for education
of corporategovernance supervisor in 2024.
V. Does the company establish a communication
channel and build a designated section on its
website for stakeholders (including but not limited
to shareholders, employees, customers, and
suppliers), as well as handle all the issues they care
for in terms of corporate social responsibilities?		 The Company understands and responds to the stakeholders’
reasonable expectations for the Company, needs, and topics of
concern through a number of communication channels. Please
refer to page 84 of this annual report and the Company’s ESG
Report. Communications with stakeholders are reported to the
Board of Directors every year. The Company has set up a
special area, “Contact Us”(https://www.macronix.com/zh-
tw/about/contacts/Pages/default.aspx), on the company website, for
the related parties to contact, communicate with, ask questions
or express opinions to the Company.		 None
VI. Does the company appoint a professional
shareholder service agency to deal with shareholder
affairs?		 The Company has set up an Investor Relations office since
1997 dedicated to handling matters related to the Company’s
shareholders. All shareholders' equity operations are carried
out in accordance with the “Standards for the Internal Control
System of the Stock Department”, and the same applies to
shareholders' meetings.		 Please refer to
Implementation Status
VII. Information Disclosure
(I) Does the company have a corporate website to
disclose both financial standings and the status of
corporate governance?		 (I) The Company has established a corporate website to
disclose information on financial operations and corporate
governance.		 None
  • 40 -
Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the
Corporate Governance
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
(II) Does the company have other information
disclosure channels (e.g., building an English
website, appointing designated people to handle
information collection and disclosure, creating a
spokesman system, webcasting investor
conferences)?
(III)Does the company announce and report annual
financial statements within two months after the
end of each fiscal year, and announce and report
Q1, Q2, and Q3 financial statements, as well as
monthly operation results, before the prescribed
time limit?
(II) The Company has established an English website to
disclose relevant information and set up dedicated
departments for collecting and disclosing company
information. Furthermore, to implement the spokesperson
system, the Company has designated a spokesperson and a
deputy spokesperson to disclose material inside
information on behalf of the Company, unless otherwise
stipulated by the law or regulations. The briefing and
procedures of investor conferences are available in the
“Investor Relations/Financial Information/Quarterly
Results” section of the company website.
(III)The Company announces and reports quarterly financial
statements and monthly operation results within the
prescribed time limit, and Year 2024 financial statements
were announced and reported within two months after the
end of the fiscal year.		 None
None
VIII. Is there any other important information to
facilitate a better understanding of the
company’s corporate governance practices (e.g.,
including but not limited to employee rights,
employee wellness, investor relations, supplier
relations, rights of stakeholders, directors’ and
supervisors’ training records, the implementation
of risk management policies and risk evaluation
measures, the implementation of customer
relations policies, and purchasing insurance for
directors and supervisors)?
1. Status of employee rights, employee wellness, investor
relations, supplier relations, and the rights of stakeholders:
Please refer to the Company’s ESG Report.
2. Status of risk management policies and risk evaluation:
Please refer to on Page 63 of this annual report for important
information that can enhance the
3. Directors’ training: The Company arranges training courses
for directors annually. Each director also participates in
relevant courses organized by external institutions when
necessary. All directors received 6 hours of training in 2024.
Please refer to page 80 of this annual report for Directors’
trainingrecords.
None
  • 41 -
Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the
Corporate Governance
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
4. Directors’ Liability Insurance: The Company has taken out
liability insurance for Directors and Supervisors since
October 15th, 1999. For the status of maintaining the
insurance and submission to the Board of Directors, please
refer to the Market Observation Post System(MOPS).
IX. Please describe the improvements your company has made based on the corporate governance evaluation results released by the Corporate Governance
Center of Taiwan Stock Exchange in the most recent year, and list priorities and measures for matters that still require improvement.
The Corporate Governance Center announced results of the 2023 (10th) Corporate Governance Evaluation in April 2024. The Company ranked in the top 6-
20% among public companies and top 11-20% among electronics companies with a market capitalization of over NT$10 billion. Starting in 2024, major
financial and business transactions between the Company and related parties, as well as the Sustainability Report, are submitted for Board approval to further
enhance the Board’s oversight of related party transactions and sustainable governance. We will also continue to improve our corporate governance pursuant
to “Corporate Governance 3.0 – Sustainable Development Blueprint” and “Sustainable Development Guidemapfor TWSE- and TPEx-Listed Companies.”

  • 42 -

  • (IV) Composition, Functional Authority, and Operations of the Compensation Committee 1. Information on Committee Members

1. Information on Committee Members 1. Information on Committee Members 1. Information on Committee Members 1. Information on Committee Members
December 31,2024
Title Criteria
Name		 Professional
Qualifications and
Experience		 Independence Number of Other Public
Companies In Which
The Member
Concurrently As A
Member of Their
Compensation
Committee
Independent Director
/ Convener		 Chiang Kao (Note1) (Note1) 0
Independent Director Tyzz-Jiun Duh 3
Independent Director Chien-Kuo Yang
(Note2)		 3

Note 1: Please refer to page 9 of this annual report for information on directors and supervisors.

  • Note 2: Mr. Cheng-Wen Wu resigned on May 19, 2024 before taking office as the Minister of the National Science and Technology Council. And the Board of Directors appointed the replacement Mr. ChienKuo Yang as member of the Compensation Committee on July 30, 2024.

2. Responsibilities

  • (1) Establishes and periodically reviews the performance evaluation and policies, system, standards, and structure of the compensations for Directors, supervisors, and managers.

  • (2) Periodically evaluates and establishes compensations and benefits for Directors, supervisors, and managers.

3. Implementation Status

  • (1) This term’s Compensation Committee is composed of 3 members, and the service term of the current members is from May 27, 2022 to May 26, 2025.

  • (2) The Compensation Committee convened 3 times (A) in the last fiscal year. The qualifications of the members and attendance are as follows:

Title Name Attendance
in Person (B)		 By
Proxy		 Attendance Rate
(%)(B/A) (Note)		 Remarks
Convener Chiang Kao 3 0 100%
Committee
Member		 Tyzz-Jiun Duh 3 0 100%
Committee
Member		 Cheng-Wen Wu 2 0 100% Mr. Cheng-Wen
Wu resigned on
May 19, 2024
before taking office
as the Minister of
the National
Science and
Technology
Council.
Committee
Member		 Chien-Kuo Yang 1 0 100% Mr. Chien-Kuo
Yang was appointed
as a member of the
Compensation
Committee by a
resolution of the
Board of Directors
on July 7, 2024

Other items that shall be recorded:
  • 43 -

I. The main items that discussed in the meetings of the Compensation Committee in the most recent year are as follows

Compensation
Committee
Date/ Term
2024.02.27
The 6th meeting
of the 12th Term
of the
Compensation
Committee
2024.04.30
The 7th meeting
of the 12th Term
of the
Compensation
Committee
2024.10.29
The 8th
meeting of the
12th Term of the
Compensation
Committee		 Motion Resolution results of
the Compensation
Committee		 The Company’s
response to the
comments of the
Compensation
Committee
Submitted for approval of the
patents award to C.H. Hung,
K.C. Chen, K.L. Chang and Ta-
Hone Yang (“Managers’).		 Unanimously
approved by all
members attending
the meeting and will
be submitted to the
Board of Directors
meeting for approval.		 Not applicable
Submitted for approval of the
R&D incentive bonus to C.H.
Hung, R.K. Chen, K.C. Chen,
W.P. Lu and K.L. Chang and
T.H. Yang.(“Managers’).
Submitted for approval of the
Company’s 2024 employee
salary adjustment.		 Unanimously
approved by all
members attending
the meeting and will
be submitted to the
Board of Directors
meeting for approval.		 Not applicable
Submitted for approval of the
2024 salary adjustment of the
Company Managers.		 Unanimously
approved by all
members attending
the meeting and will
be submitted to the
Board of Directors
meeting for approval.		 Not applicable

II. If the Board of Directors chooses not to adopt or revise recommendations proposed by the Compensation Committee, the date of the meeting, term, agenda, resolution results, and the Company’s response to the comments provided by the Salary and Compensation Committee shall be described (if the compensation passed by the Board of Directors is higher that recommended by the Compensation Committee, the difference and reason shall be described): None.

III. For the decisions made by the Compensation Committee, if there are documented records of members who veto or withhold from expressing their opinions, the date, term, agenda, all members’ comments, and the measures for handling these comments shall be elaborated: None.

Note: Attendance rate (%) is calculated based on the number of meetings convened by the Compensation Committee and the actual attendance during the service term.

  • 44 -

(V) Information on the Members and the Operation of the Nomination Committee

1. Qualifications and Duties

The Nomination Committee is comprised of 3 to 5 directors, in which more than half shall be the independent directors. With authorization from the board of directors, the Nomination Committee will faithfully perform the following duties with a duty of care and then submit them to the Board of Directors for discussion:

  • (1) Establish the standards for directors and senior executives, such as expertise, skills, experience, and gender. As well as searching, reviewing, and nominating directors and senior executive candidates based on such standards.

  • (2) Establish and develop organizational structure of the Board of Directors and each committee. Evaluate the performance of the Board of Directors, each committee, directors, senior executives, and the independence of independent directors.

  • (3) Establish and regularly review the programs for continuing education of directors and succession plan of senior executives.

  • (4) Other matters entrusted to the committee by resolution of the Board of Directors.

2. Professional Qualifications, Experience and the Operation

  • (1) This term’s Nomination Committee is comprised of 3 members. An independent director is a chair in meetings of the Nomination Committee, and the term of the incumbent member is from May 27, 2022 to May 26, 2025. Nomination Committee is composed of three directors (including two independent directors).

  • (2) The Nomination Committee convened 3 meetings (A) in the most recent year. The professional qualifications and experience of the members, and the attendances and motions that discussed in the meetings are as follows:

Title Name Professional
Qualifications
and Experience		 Attendance in
Person(B)		 By
Proxy		 Attendance
Rate (%)
(B/A)(Note1)		 Remarks
Convener /
Chairman		 Miin Wu (Note 2) 3 0 100%
Committee
Member /
Independent
Director		 Chiang Kao 3 0 100%
Committee
Member /
Independent
Director		 Cheng-Wen
Wu		 1 0 100% Mr. Cheng-Wen
Wu resigned on
May 19, 2024
before taking
office as the
Minister of the
National
Science and
Technology
Council.
Committee
Member /
Independent
Director		 Tyzz-Jiun
Duh		 2 0 100% Mr. Tyzz-Jiun
Duh was
appointed as a
member of the
Nomination
Committee by a
resolution of the
Board of
Directors on July
30,2024
  • 45 -
Motion Nomination
Committee’s
Opinions or
Objections		 Resolution results of the
Nomination Committee		 Nomination
Committee
Date/ Term
The 2023 Performance
Assessments Report of
the Board of Directors.		 None All attending members are in
agreement and no other
comments and will be
submitted to the Board of
Directors meeting for
approval.		 Not
applicable
The Examination Report
of the Qualification and
Independence of
Independent Directors.		 None All attending members are in
agreement and no other
comments and will be
submitted to the Board of
Directors meeting for
approval.		 Not
applicable
It is hereby proposed to
determine the assessed
units and assessment
method of the
Company’s 2024 “Board
of Directors
Performance
Assessments”.		 None Unanimously approved by
all members attending the
meeting and will be
submitted to the Board of
Directors meeting for
approval.		 Not
applicable
2024 "Board of
Directors Performance
Evaluation" self-
evaluation questionnaire.		 None Unanimously approved by
all members attending the
meeting.		 Not
applicable
Propose the 2025
advanced study plan of
the directors.		 None Unanimously approved by
all members attending the
meeting and will be
submitted to the Board of
Directors meeting for
approval.		 Not
applicable

Note 1: Attendance rate (%) is calculated based on the number of meetings convened by the Nomination Committee and the actual attendance during the service term.

Note 2: Please refer to page 9 of this annual report for information on directors and supervisors.

  • 46 -

(VI) The Implementation Status of the Company’s Promotion of Sustainable Development, and differences between it and the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies with Reasons

Items of the Promotion Implementation Status Implementation Status Implementation Status Differences Between
the Implementation
Status and the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies with
Reasons
Yes No Summarized Explanation
I. Has the company established the governance framework
for sustainable development and established a fully (or
partially) dedicated sustainable development unit? Does
the Board of Directors authorize the senior management
to handle such matters under its supervision?
The Company’s president led the establishment of the Sustainable
Development Committee on February 22, 2022. The committee
conducts risks assessments of sustainable development issues and
promotes the Company’s environment, social, and governance
(ESG) affairs. The committee reported the sustainable
development policy, organization, and strategies to the Board of
Directors in July the same year. The Sustainable Development
Committee includes the Company’s centers, in which the
Environment Health and Safety (EHS) Center serves as the
executive secretary and tracks the implementation progress of
strategies during quarterly work meetings. Related issues and
management performance are reported to the Board of Directors at
the beginning of each year. The Board of Directors supervises the
progress of the Company’s sustainable development strategy and
related review measures, and provides the guidance and
suggestions.
In 2024, the Company implemented six plans and made steady
progress toward the goal of net-zero emissions by 2050, including
expanding the use of renewable energy. Six plans were completed
under the supervision of thepresident asplanned,and their
None
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implementation results were reported to the board of directors in
February2025.
II. Does the company assess ESG risks associated with its
operations based on the principle of materiality, and
establish related risk management policies or
strategies?		 The Company plans its ESG strategy and assesses risks based on
requirements of GRI (Global Reporting Initiative) Standards,
which include all sites of the Company in Taiwan. The materiality
assessment is determined by how much attention the stakeholders
pay and how serious the influence will be on the Company’s
operations, and those issues will be managed and responded after
being sorted by the materiality. The ESG risks are identified every
year, and the high-risk items will be managed. Please refer to page
63 of this annual report for other important information that will
help understand the ESG operations. We formed the TCFD (Task
Force on Climate-related Financial Disclosures) Group in
response to the impact of climate change on the operation of the
company, and the group has already proposed effective strategies
for the risk of climate change.
Regarding the risk management, the Company already established
the "Risk Management Principles" which were approved by the
board of directors as the highest guiding principles for the
Company’s risk management.
None
III. Environmental issues
(I) Has the Company established a suitable
environmental management system based on the
characteristics of the industry?		 (I) The Company established an environmental management
system in 1997 and obtains ISO 14001 certification every year
to ensure that the system complies with PDCA (Plan-Do-		 None
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(II) Is the Company committed to improving the
efficiency of various resources and utilizing
renewable materials to reduce the environmental
impact?		 Check-Act) of ISO management systems, thereby achieving
continuous improvement goals. All sites of the Company have
obtained the environmental management system certification
(ISO 14001:2015). In additional to the environmental
management of the factory area, in 2007, the IECQ QC 080000
Hazardous Substance Process Management System was
established and passed to promote environmental management
of both the operational and product aspects.
(II) The Company continues to carry out energy conservation and
carbon reduction work each year, and continues to be
recognized by Hsinchu City Government for purchasing
electricity-saving and water-saving products or products with
the eco-friendly label for numerous consecutive years.
Besides installing solar power generation facilities, we will
continue to actively implement energy conservation and
carbon reduction policies. We have also taken the following
measures: 1. Replacing the original equipment with variable-
frequency equipment or more energy efficient equipment to
improve equipment efficiency. 2. Improving and upgrading
components of existing equipment to reduce equipment power
consumption. 3. Optimize equipment operation procedures.
4.Enhance cleanroom airtightness and adjust pressure settings
as well as airflow design to reduce the load and energy
consumption of air conditioningsystems. The measures above
None
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(III) Does the company evaluate potential risks and
opportunities brought by climate change, and take
response measures to climate-related issues?		 are estimated to reduce electricity consumption by 9,234,867
kWh and carbon emissions by 4,562 metric tons. This shows
that the Company has spared no effort in improving resource
efficiency and implementing green production to reduce the
environmental impact of its operations and enhance its
competitiveness.
Every month, the Company monitors the use of materials
based on permits issued by government agencies to ensure that
the use of materials is within the maximum approved amount.
Our engineering department often checks for potential
reductions in the use of materials based on manufacturing
process requirements, including increasing inner box
packaging capacity to reduce carton usage, reusing packaging
material scraps to enhance the protective strength and drop
resistance of product cartons, and reducing packaging volume
to minimize filler material use and achieve optimal packaging.
(III) The Company referenced the TCFD recommendations when
evaluating the impact of climate change on the Company, and
gathered specialists of each center to form a TCFD work
team, applying the TCFD framework to identify climate risks
and opportunities, come up with ways to manage impacts,
and quantify the financial impact of material risks and
opportunities through scenario analysis, in order to take

None
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response measures that will lower the impact on the
Company’s operations.
The Company defines short-term as within 1 year, mid-term
as 1-8 years, and long-term as 8 years and above. The TCFD
analyzed and identified main climate risks and opportunities
at the company-level based on job characteristics. Sources
include the transition risk of carbon tax and low carbon
technologies in the mid-term, and physical risks from
changes in average temperature. Long-term risks include
transition risk of total emission control/emissions trading and
physical risks of sea level rise. In terms of opportunities,
production processes are short-term, low carbon
products/services and adaptation/mitigation plans are mid-
term, and changes in customer behavior and searching for
new business opportunities are the Company’s long-term
development opportunities.
The Company will face transformation risk that will directly
impact operating costs in the short-, mid-, and long-term.
Hence, we actively track international trends and regulatory
developments, and ensure that our climate management is in
full compliance with government laws. For green energy
management, we are maintaining the efficiency of the solar
power generation system at 80% or above and formulating a
green energy purchasing policy. For technology
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(IV) Does the company compile statistics of greenhouse
gas emissions, water use, and total weight of waste in
the past two years, and does it establish policies for
energy conservation & carbon reduction, greenhouse
gas emission reduction, water use reduction, and
other waste management?		 transformation, we are actively purchasing new process
machinery, lowering the carbon emission of products, and
producing low-carbon products that meet the expectations of
our customers to enhance our competitiveness for
sustainability. Long-term risks: Establish a weather forecast
and refrigerating machine optimization mechanism, replace
machinery with more efficient machinery, and require two or
more sources for suppliers that are assessed to be high risk, in
order to respond to the potential impact of risks and
opportunities.
(IV) The Company cooperates with the Ministry of
Environment's annual inspection of Greenhouse Gas
(“GHG”) emissions and files reports accordingly. The
Company set the policy of energy conservation and carbon
reduction in its ISO 14001 Environmental Management
System, and promotes water conservation, waste reduction,
and waste recycling and reuse based on the Company EHS
policy and CSR management approach.
We compiled a GHG inventory for all plants, excluding the
subsidiaries, according to ISO 14064-1 and domestic
environmental protection laws and regulations, and the GHG
inventory was verified by a third party. A total of 7 types of GHG
was verified, including carbon dioxide, methane, nitrous oxide,
None
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HFCs, PFCs, sulfur hexafluoride, and nitrogen trifluoride.
Statistics of GHG emissions in 2023 and 2024 are as follows:
Item
Unit
2023
2024
Scope 1
tonCO2e
120,502.2254
115,938.0001
Scope 2
254,499.0547
251,427.4784
Scope 3
245,775.8993
204,909.6994
Intensity
tonCO2e/Per
NT$1 million in
revenue
13.6
14.2
Remark:
1. An external verification of 2024 data was conducted from
March 24 to 27 in 2025. The technical review of the third party
is still required; the final verified data will be disclosed in the
sustainability report.
2. With consideration to the direct association with operations,
intensity is not included in Scope 3 “Other Indirect
Omissions”.
3. On February 5, 2024 Ministry of Environment announced the
Greenhouse Gas Emission Factors, and the Company
immediately conducted the inventory and calculation of the
GHG emissions for 2023.
4. The GHG emissions of subsidiaries are planned to undergo
the first inventory check in 2025, with the first external
verification completed in 2026.
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The Company’s GHG reduction policy is listed in the EHS policy
and takes the perspective of hazard prevention as the starting point
to implement hazard identification, risk assessment,
environmental impact analysis, hazardous sources control,
implementation of energy conservation, carbon reduction,
greenhouse gas reduction, water conservation, and waste
reduction. Since Ministry of Environment announced that newly
announced GHG emission coefficients will apply starting from
2024, based on ISO 14064-1:2018, article 6.4.2 Review of base-
year GHG inventory, rule (b) we adjusted the inspection baseline
year for the GHG inventory as 2023, and emission was
determined to be 375,001.280 tonCO2e after third party
verification, after deduction of the FAB 1 emissions it equals
392,366.59 tonCO2e. The reduction goal is≧1% per year.
Senior management gave instructions in 2022 to support the
government's pathway and plans for net zero emissions. The
Company set the goal to achieve net zero emissions by 2050, and
will be adjusted according to government laws and regulations,
customer needs, and international trends.
Carbon reduction measures implemented in response to climate
change include but are not limited to:
1. Compiling a greenhouse gas inventory every year to understand
changes in emissions from plants.
2. Managing PFCs emissions, which has high GHG potential,
everymonth and reviewingemissionsquarterly.
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3. Evaluating the feasibility of carbon reduction measures and
continuing to encourage energy conservation and carbon
reduction plans, managing the quarterly progress of projects
using the EHS goal planning system, and summarizing the
results of energy conservation plans each year.
4. Active participation in projects of the Ministry of Environment
and making an effort to obtain carbon reduction quota. The
Company has currently passed the Environmental Protection
Administration, and the machinery in the project are
periodically monitored to ensure carbon reduction effectiveness.
The project's carbon reduction potential is approximately 11,821
tonCO2e every year. After the third party verification, total
reduction during the monitoring period of December 31, 2020 to
December 31, 2021 was 8,836 tonCO2e. In October 2024, the
Company passed the review by the Climate Change
Administration and obtained its first reduction quota.
5. Continue to evaluate the feasibility of purchasing and installing
renewable energy devices; solar PV devices with the capacity of
approximately 430 kW were installed on the rooftop of some
facilities at the end of 2023, and generated more than 526
thousand kWh of green electricity in 2024. We have also started
to purchase 10.246 million kWh of green electricity each year
starting from 2024, reducing carbon emissions by 5,106
tonCO2eperyear.
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6. Compared with the target review year of 2025, the GHG
omissions in 2024 are still 12,000 metric tons of CO2e. It is the
reduction measures in 2025 include the installation of fluorine
gas reduction equipment, increasing the utilization rate of green
electricity and energy saving to achieve the target.
For water conservation, the target process water recycling rate in
2024 was≥82% for 8-inch wafer fab processes and≥85% for
12-inch wafer fab processes. The water consumption data and
water balance chart submitted to the Science Park Bureau each
month are used to regularly track and manage water resource
usage information, as well as to conduct risk assessments and
management. Our internal units also monitor the process water
recycling rates on a daily basis through wastewater recycling
technology and a supervisory control and data acquisition
(SCADA) system. Our water consumption was 2,769 million
liters in 2024 and we achieved a water recycling rate of 84.06%
for 8-inch wafer fab processes and 88.10% for 12-inch wafer fab
processes. Our internal units also monitor the process water
recycling rate on a daily basis through wastewater recycling
technology and the SCADA system. We set up a rainwater
harvesting tank at our head office and store rainwater in the
water tower. The water is then used to water plants and flush
toilets. We are continuingto activelydevelopa water resource
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recycling strategy to achieve the water conservation and
increase the efficiency of water use.
As for waste reduction, we compile statistics of waste storage,
generation, and clearance on a monthly basis to determine the
generation of waste in our plants. We reduce waste by cutting
down the consumption of materials through the joint efforts of
engineering departments based on a feasible reduction plan.
As for improving waste recycling and reuse, prior to waste
disposal, we verify if the way contractors process the waste is
appropriate, giving priority to reuse.
We generated nearly 11,441 metric tons of waste in 2024.
General waste and hazardous waste are mainly recycled and
reused with a recycling/reuse rate reaching 95.1% (general
waste) and 99.8% (hazardous waste), and overall recycling/reuse
rate reaching 97.8%; hazardous waste recycling/reuse rate≧
98.8%. We established a cross-departmental waste management
platform, and periodically convene meetings for review and
improvement. It is expected to reduce the environmental load
caused by the production through the vendor selection, partner
vendor audits, and self-management inspections, achieving the
ultimategoal ofgreenproduction and waste reduction.
IV. Social issues
(I) Has the Company formulated management policies
andprocedures in accordance with relevant laws and		 (I) The Company supports the Universal Declaration of Human
Rights,ILO international labor standards,and RBA CoC,and		 None
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regulations as well as the International Bill of Human
Rights?
(II) Does the company have reasonable employee benefit
measures (including salaries, leave, and other
benefits), and do business performance or results
reflect on employee salaries?		 (II) formulated the Macronix Human Rights Policy according to
requirements of the international standards on human rights
protection. We strive to “build an excellent human resources
management system and labor system through comprehensive
planning and execution.” The Company’s goal is to fully
comply with local labor regulations and it has already
committed to corporate social responsibility norms to ensure
the protection of human rights. The Company conducts
thorough due diligence according to the RBA CoC to ensure
that its conduct reaches or exceeds the standards, and uses the
Self-Assessment Questionnaire (SAQ) designed by the
Responsible Business Alliance for self-assessment of labor,
health and safety, ethics, and environment. The Company
identifies social and environmental risks on this basis and
continues to monitor implementation results of improvement
plans. Please refer to the company website
(https://www.macronix.com/zh-tw/about/CSR/Pages/human-
right-policy.aspx) for information on the Company’s human
rights policy.
The Company has established and implemented reasonable
employee benefit measures; please refer to V. Labor Relations
on page 105 of this Annual Report. The Company’s
performance is reflected by the employees’ and directors’		 None
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(III) Has the Company provided employees with a safe
and healthy working environment, and routinely
implemented safety and health education for
employees?		 salaries; please refer to (Ⅴ) Compensation for Employees,
Directors, and Supervisors on page 94 of this Annual Report.
(III) Based on the ideal of providing a warm and pleasant
environment for employee’s growth, the Company has
established a safe and healthy work environment that is better
than at another companies. The Company provides
comprehensive training for the employees, which has received
recognition from the competent authorities, including the
National Occupational Safety and Health Enterprise
Benchmarking Award from the Ministry of Labor,
Contribution to Work Opportunity Creation from the Ministry
of Economic Affairs, and the Excellent Employee Assistance
Program Award from the Ministry of Labor.
The Company’score philosophy is“people orientation”. We
fully understand the effect of employees' safety and health on
our competitiveness, and constantly promote occupational
safety and health concepts through training and promotion
measures. We work together with employees and vendors to
jointly create a healthy, safe, and comfortable working
environment.
There were no major occupational or fire accidents in 2024.
There were 3 accidents that resulted in minor injuries, and the
injury rate (IR) was 0.07. Following the occupational safety
and health management system, we immediately carry out root
cause analysis and corrective measures for occupational

None
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(IV) Has the Company established an effective career
developmental plan for its employees?
(V) Does the company comply with relevant regulations
and international standards and establish rights
protection policies for consumers and clients and
complaint procedures in issues like customer health
and safety, customer privacy, marketing, and
labeling?
injuries, made improvements to management and construction
tools, and verified its effectiveness.
(IV) The individual development plan of the Company
employees is closed connected to the performance
management system. The Company conducts a performance
review once every year to examine individual and
organizational performance. In order to gradually develop
various professional knowledge and skills, employees can
have face-to-face discussions with their supervisor to
develop their personalized development plan based on their
performance and the career development needs.
(V) The Company’s products have green product. The products
meet the requirements of the European Union’s RoHS
directive SVHC (Substances of Very High Concern) and ELV
(End-of-Life Vehicle). We comply with NDAs with
customers and the Personal Data Protection Act to maintain
customer privacy, and we also established a personal data
protection policy, which employees are required to comply
with when performing work that may not be disclosed.
In compliance with the regulations of the Commodity
Labeling Act, the Company provides clear product
specifications, manufacturing details, and other necessary
information through datasheets, external packaging markings
and labels to ensure information transparency and regulatory
None
None
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(VI) Does the company have a supplier management
policy, require suppliers to comply with regulations
on environmental protection, occupational safety and
health, and labor rights, and what is its
implementation status?		 compliance. In addition, the Company has established a
comprehensive customer complaint handling mechanism,
having a dedicated unit and standardized management
processes to respond to customer requirements promptly and
appropriately, enhancing product and service quality.
(VI) We proposed due diligence for suppliers in our CSR policy
for supplier management. We make suppliers aware of the
importance of CSR during annual supplier meetings, and
require suppliers to jointly achieve RBA Code of Conducts
requirements together with us. We also transformed our
expectations for suppliers into actual management
requirements on the Code of Conducts Compliance
Certificate, which suppliers must sign and submit to us.
Responsible units conduct on-site audits or documentary
audits of suppliers each year based on their risk, so as to
verify whether or not suppliers met our requirements.
We also transformed our expectations for suppliers into actual
management requirements on the Code of Conducts
Compliance Certificate (CoC) that shall be signed by
suppliers then submitted to us. The CoC requires suppliers to
obtain ISO14001 (environmental protection) and ISO45001
(Occupational safety and Health) certifications. Responsible
units conduct on-site audits or documentary audits of
suppliers eachyear based on their risk to verifywhether
None
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suppliers met our requirements. Standards are set in the
Company’s normative documents.
V. Does the company reference internationally accepted
reporting standards or guidelines, and prepare reports
that disclose non-financial information of the
company, such as ESG reports? Have the reports
above obtained assurance from a third-party
verification unit?		 The Company began structuring its CSR Report in accordance
with the GRI Standards in 2014, and obtained a third-party
assurance report that there are no deviations in the CSR Report.
Over the years, we have obtained assurance according to
AA1000AP(2018) through third party certification companies,
such as SGS and BV.		 None
VI. If the Company has established corporate social responsibility principles based on “Corporate Social Responsibility Best Practice Principles for TWSE/TPEx
Listed Companies”, please describe anydiscrepancybetween theprinciples and their implementation: There was no substantial difference.
  • 62 -

VII. Other important information that will help understand the ESG operations:

  1. The honors and recognitions that our company has received for promoting sustainable development in the most recent (2024) year are as follows. For more information, please refer to the ESG Report of the Company and websites of the Company and the Macronix Education Foundation relevant information. (http://www.macronix.com).

  2. ‧ Mr. Chih-Yuan Lu, President of Macronix was awarded of "George E. Pake Prize" by American Physical Society (APS).

  3. °

  4. ‧ Received the 1.5 C Label Certificate from CommonWealth Magazine. According to AGTP climate modeling and parameter matrix calculations, the Company’s rating in the Temperature Rising Index for Pathways (TRIPs) is classified as outstanding.

  5. ‧ Received the Award of Excellence for Breastfeeding Room Certification from Hsinchu City Government.

  6. ‧ Received the Award of Excellence for Occupational Health and Safety Management System Performance in 2024 issued by the Occupational Safety and Health Administration of the Ministry of Labor.

  7. ‧ ArmorBoot MX76 Secure Boot Serial NOR Flash was recognized as the Best Memory Solution of the Year at the EE Awards Asia 2024. ‧ Received the Gold Tower Award in the ESG Sustainability category at the 2024 Taiwan Continuous Improvement Awards (TCIA).

  8. The risk items, management policies, or strategies related to significant issues in environmental, social, and corporate governance are as follows:

Risk Assessment
Material Issues Risk Management Policy, or Strategy
Item
Environment Environmental
protection		 Introduced and passed the ISO 14001 Environmental Management System Certification. We ensure that our
environmental management systems fully comply with the Plan-Do-Check-Act (PDCA) operations of the ISO
system to maintain a healthyand safe environment,and continuouslymake improvements to reach ourgoal.
Environment climate
Change management
1. The Company is dedicated to reducing energy use and consumption every year. We follow the instructions
provided by the Bureau of Energy, Ministry of Economic Affairs each year to report our energy conservation
audit system for energy users.
2. In response to the trend of greenhouse gas control and reduction in the supply chain due to global warming, we
planned for greenhouse gas checks, control, and reduction, and described the process of compiling ISO14064-1
GHG inventory in the report.
Society Epidemic disease 1. Convened the epidemic prevention meetings to formulate anti-epidemic policies and various management
measures, and to establish a standard operating procedure, a reporting mechanism, and countermeasures.
2. Assigned dedicated staff to track and pay attention to the epidemic prevention and management measures.
Daily pop-ups on computers remind employees about health and safety anti-epidemic measures, and rolling
reviews are conducted for the results inspection.
  • 63 -
Risk Assessment
Material Issues Risk Management Policy, or Strategy
Item
Society Occupational health
and safety		 In accordance with the Occupational Safety and Health Act and the operational requirements of the ISO 45001 for
occupational health and safety management systems, trained and qualified personnel conduct risk assessments to
identify hazards and risks associated with both routine and non-routine work activities involving employees,
visitors, and contractors. A risk grading management is implemented, along with the establishment of improvement
processes and the adoption ofpreventive control measures.
Corporate
Governance		 Centralized
procurement		 1. Establish emergency procurement procedures
2. Prepare a safety stock
3. Audit suppliers’ capability to plan regarding business continuity
4. Continue to develop alternative suppliers
5. Sign supplycontracts with major suppliers
Corporate
Governance		 Information system
services		 1. Block malicious attacks with a firewall
2. Use a mail and website filtering system to intercept malware
3. Regularly update computer software and deploy end point protection software
4. Regularly back up important data
5. Cyber-attack simulation drills
6.Install uninterruptible power supply (UPS)
7.Remote backup
8.Simulate information system disruptions
Corporate
Governance		 Geopolitics 1.Offsite backup shipping
2.Provide overseas warehouse services
Corporate
Governance		 Water and Power
supply interruption		 1.Establish a water tanker transport plan
2.Develop an operational maintenance plan for water supply interruptions
3.Simulate water source disruptions caused by drought conditions
4. Dual-circuit power supply design with Taiwan Power Company
5.Install emergency power generators and uninterruptible power systems (UPS)
6.Simulate emergency power outages
Corporate
Governance		 Earthquake 1. Seismic resistant design of buildings and machines
2. Human resource service orders with major suppliers
3. Earthquake emergency response drill
  • 64 -
Risk Assessment Risk Management Policy, or Strategy
Material Issues
Item
Corporate
Governance		 Fire or chemical spill The Company will keep observing, conducting reviews and taking actions as needed.
Corporate
Governance		 Green materials
management		 1.Comply with EU RoHS regulations on banned/restricted substances (2011/65/EU)
2.Adhere to the European Chemicals Agency REACH requirements for Substances of Very High Concern
3.Comply with international standards (IEC 61249-2-21, JPCA-ES01 2003, IPC 4101) for halogen-free products
4.Prohibit the use and procurement of conflict minerals and trace the sources of gold (Au), tantalum (Ta), tin (Sn),
tungsten (W), and other minerals extracted through inhumane practices in products to ensure they come from
certified smelters and non-conflict regions. In addition, continuously require suppliers to meet this standard to
comply with customer requirements
Corporate
Governance		 Quality management
Based on the ISO 9000 system and strict quality standards, with certification obtained for ISO/TS 16949.
Partnering packaging and testing outsourcing factories are certified under the ISO 9000 system.
Corporate
Governance		 Information
security		 Established a dedicated information management unit and related management procedures to protect the safety
of computer systems, prevent the risk of data leakage, and provide the basis for compliance by employees and
responsible units.
Corporate
Governance		 Laws and Code of
Ethics,etc.		 On the job training and assessments as part of their training program.
Corporate
Governance		 Ethical corporate
management and
protection of the
whistleblower’s
identity		 1. Comply with laws and regulations
2. Effectively implement company policies and codes of ethical conduct through the established Ethical Corporate
Management Best Practice Principles, the Code of Business Conduct and Ethics, and the Corporate Social
Responsibility Policy
3. Effectively implement relevant regulations through internal and external mechanisms
4. Establish risk management mechanisms
5. Establish a violation reporting system and protect the reporting channels in accordance with the law
6.Enhance on-the-job education and ethics training
Corporate
Governance		 Sexual harassment,
stalking, personal
data protection and
legal compliance		 Establish relevant grievance mechanisms, investigation procedures, and awareness campaigns to ensure
compliance with and implementation of laws and regulations.
  • 65 -

Climate-Related Information of TWSE/TPEx Listed Company

1. Implementation of Climate-Related Information

1. Implementation of Climate-Related Information
Item Implementation status
1. Describe the board of directors' and management's
oversight and governance of climate-related risks
and opportunities.
2. Describe how the identified climate risks and
opportunities affect the business, strategy, and
finances of the business (short, medium, and long
term).		 1. Board of Directors: In the first quarter of each year, the Environment, Safety and Health
(EHS) Center summarizes the Company’s sustainability performance, progress, and
implementation results in the past year, including carbon inventory management, and reports
it to the Board of Directors. Such include: Material issues such as performance in
sustainability, results of communication with stakeholders, management of energy and
climate change. Managers: The TCFD（Task Force on Climate-related Financial
Disclosures）task force is composed of members appointed by the directors of each center,
which jointly reviews internal and external risks, and formulates risk response strategies for
material risk issues.
2. In the climate risks and opportunities analysis model, the Company defines short-term as
within 1 year, mid-term as 1-8 years, and long-term as 8 years and above. The TCFD analyzed
and identified main climate risks and opportunities that require attention at the company level
based on job characteristics. Main climate risk sources include the transition risk of carbon tax
and low carbon technologies in the mid-term, and physical risks from changes in average
temperature. Long-term risks include transition risk of total emission control/emissions trading
and physical risks of sea level rise. In terms of opportunities, production processes are short-
term, low carbon products/services and adaptation/mitigation plans are mid-term, and changes
in customer behavior and searching for new business opportunities are the Company’s long-
term development opportunities. The Company will face transformation risk that will directly
impact operating costs. Hence, the Company continually tracks international trends and
regulatory developments, and ensures that we are 100% in compliance with government laws
for climate management. In terms of green energy management, we cooperate with national
policy by evaluating the installation of solar panels and formulation of a green energy
purchasing policy. For technology transformation, we are actively purchasing low-carbon (new
process) machinery, lowering the carbon emission of products, and producing low-carbon
products that meet the expectations of our customers to enhance the sustainability
competitiveness. For long-term risks, we established a weather forecast and refrigerating
machine optimization mechanism and replaced machinerywith more efficient models.
  • 66 -
Item Implementation status
3. Describe the financial impact of extreme weather events and
transformative actions.
4. Describe how climate risk identification, assessment, and
management processes are integrated into the overall risk
management system.
5. If scenario analysis is used to assess resilience to climate
change risks, the scenarios, parameters, assumptions,
analysis factors and major financial impacts used should
be described.
6. If there is a transition plan for managing climate-related
risks, describe the content of the plan, and the indicators
and targets used to identifyand managephysical risks and		 3. Extreme weather events, such as the change in average temperature has been listed as a major
risk in the risk identification results. The impact of average temperature rise will lead to an
increase in air conditioning load, power consumption, and electricity bills, resulting in an
increase in the Company’s direct operating costs. Transition actions, such as the use of new
technologies and machinery to meet market expectations for energy conservation and carbon
reduction goals of manufacturing, may lead to adjustments in process-related technologies and
increases in production cost, which will cause the Company’s R&D cost increase.
4. The Company divides the TCFD task force into following five working groups based on the
correlation between climate opportunities and risks with various businesses: product
customers, finance, fab environmental protection, supply chain, and logistics support. The
members of each working group include middle and senior management. Each working group,
based on executive business and professional judgment, reaches a consensus on risks and
opportunities that the Company may face, and formulates a list of such risks and opportunities.
The current situation is reviewed based on TCFD identification results, and project
management is implemented by the Sustainable Development Committee based on the risk and
opportunity review results. Each working group will formulate a material risk management
approach based on the feasibility, and assess the financial impact and effect on the Company’s
operations.
5. Positing regulatory pressures in transition risks as the main object for scenario analysis, and
forecasting emissions growth based on historical data and future operational growth. The
Company assumes three scenarios of external pressures from rising temperatures: 1.5°C, 2°C,
and NDC. Future carbon costs and expenses are projected for these three scenarios, and the
financial impact of carbon fees, carbon tax, and renewable energy are analyzed. Analysis
results show that the main financial impact will come from the purchase of renewable energy
and carbon taxes (fees) up to 2040. Using renewable energy as a means of reducing carbon
emissions can reduce overall emissions by over 60%, while carbon fees or excess emission
fees will need to be paid based on the current control system for emissions that cannot be
reduced.
6. In response to the risk identification results, the Company set the long-term carbon reduction
target to achieve net-zero emissions by2050 in the face ofphysical and transformation risks,
  • 67 -
Item Implementation status
transition risks.
7. If internal carbon pricing is used as a planning tool, the basis for
setting the price should be stated.
8. If climate-related targets have been set, the activities covered,
the scope of greenhouse gas emissions, the planning horizon,
and the progress achieved each year should be specified. If
carbon credits or renewable energy certificates (RECs) are
used to achieve relevant targets, the source and quantity of
carbon credits or RECs to be offset should be specified.
9. Greenhouse gas inventory and assurance status and reduction
targets, strategy, and concrete action plan (separately fill out in
points 1-1 and 1-2 below).		 and set a target review year every five years (the first review point is 2025). Reduction
measures are flexibly introduced or established according to production capacity planning
during the period. The indicator is set as annual greenhouse gas emissions with the target of
net zero emissions by 2050.
7. The Company has not established an internal carbon pricing mechanism yet.
8. The Company set the long-term carbon reduction target of net-zero emissions by 2050, and set
a target review year every five years (the first review point is 2025). Reduction measures are
flexibly introduced or established according to production capacity planning during the period.
The scope covers all locations in Taiwan (Fab 2, Fab 5, Head Office and Testing Plant), and
covers Scope 1 and Scope 2 emissions. The short-term annual target is to reduce the annual
emissions by≧1% on average compared with the baseline year. The medium-term target is
to reduce emissions in 2025 by 20% compared with estimated emissions, and the long-term
target is for the Company’s Taiwan locations to achieve net-zero emissions by 2050, in line
with the national goal. In addition to focusing on process improvement, energy efficiency
improvement, increasing the proportion of renewable energy use, and planning to obtain
carbon rights, the Company is also actively evaluating participation in government guidance
projects. Compared with the target review year of 2025, greenhouse gas emissions in 2024 are
still 12,000 metric tons of CO2e. It is expected that the reduction measures in 2024 and 2025
include the installation of fluorine gas reduction equipment, increasing the utilization rate of
green electricity and energy-saving to achieve the target..
9. Please see the descriptions in 1-1 and 1-2 below.
  • 68 -

1-1. Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years

1-1-1 Greenhouse Gas Inventory Information

Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/NT$ million), and data coverage of greenhouse gases in the most recent 2 fiscal years.

The Company has established a greenhouse gas inventory mechanism in accordance with the Sustainable Development Roadmap for Listed Companies and the ISO14064-1 issued by the International Organization for Standardization (ISO). Greenhouse gas emissions are consolidated based on the operational control approach. A summary of the greenhouse gas inventory data for the most recent two years is as follows:

1-1-1Greenhouse GasInventoryInformation 1-1-1Greenhouse GasInventoryInformation 1-1-1Greenhouse GasInventoryInformation 1-1-1Greenhouse GasInventoryInformation 1-1-1Greenhouse GasInventoryInformation 1-1-1Greenhouse GasInventoryInformation 1-1-1Greenhouse GasInventoryInformation 1-1-1Greenhouse GasInventoryInformation 1-1-1Greenhouse GasInventoryInformation 1-1-1Greenhouse GasInventoryInformation 1-1-1Greenhouse GasInventoryInformation
Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/NT$ million), and data coverage of greenhouse gases in the most
recent 2 fiscal years.
The Company has established a greenhouse gas inventory mechanism in accordance with the Sustainable Development Roadmap for Listed Companies and the
ISO14064-1 issued by the International Organization for Standardization (ISO). Greenhouse gas emissions are consolidated based on the operational control
approach. A summaryof thegreenhousegas inventorydata for the most recent twoyears is as follows:
Scope 2023 2024
Carbon
emissions
(metric tons
CO2e/year)		 Percentage Intensity
(metric tons
CO2e
/NT$1,000,000)		 Carbon
emissions
(metric tons
CO2e/year)		 Percentage Intensity
(metric tons
CO2e
/NT$1,000,000)
Scope 1 + 2 Scope 1 + 2
+ 3		 Scope 1 + 2 Scope 1 + 2
+ 3
Scope 1 –
Direct
emissions		 120,502.2254 32.1 19.4 4.4 115,938.0001 31.6 20.3 4.5
Scope 2-
Energy
indirect
emissions		 254,499.0547 67.9 41.0 9.2 251,427.4784 68.4 43.9 9.7
Total 375,001.280 100 - 13.6 367,365.479 100 - 14.2
Scope 3-
Other
indirect
emissions		 245,775.8993 - 39.6 8.9 204,909.6994 - 35.8 7.9
Total of
Scope 1, 2,
and 3		 620,777.179 - 100 22.5 572,275.178 - 100 22.1

Note: On February 5, 2024 Ministry of Environment announced the Greenhouse Gas Emission Factors, and the Company immediately conducted the self-inventory and calculation of the GHG emissions for 2023. GWP refers to IPCC Fifth Assessment Report (IPCC AR5).

  • 69 -

1-1-2 Greenhouse Gas Assurance Information

Specify the greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete action plan, and the status of achievement of the reduction targets.

1-1-2Greenhouse GasAssuranceInformation 1-1-2Greenhouse GasAssuranceInformation 1-1-2Greenhouse GasAssuranceInformation 1-1-2Greenhouse GasAssuranceInformation 1-1-2Greenhouse GasAssuranceInformation
Specify the greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete action plan, and the status of achievement of
thereductiontargets.
The Company has established a greenhouse gas inventory mechanism in accordance with the Sustainable Development Roadmap for Listed Companies and the
ISO14064-1 issued by the International Organization for Standardization (ISO). Greenhouse gas emissions are consolidated based on the operational control
approach. A summary of the greenhouse gas inventory data for the most recent two years is as follows; the final verified data will be announced in the
sustainabilityreport.
Company’s information
2023 Emissions (metric tons of
CO2e)
2024 Emissions (metric tons of CO2e)
Company
Scope 1
120,502.2254
115,938.0001
Scope 2
254,499.0547
251,427.4784
Total
375,001.280
367,365.479
Percentage of the inspection data disclosed
in the section 1-1-1 above
100%
100%
Entity providing the assurance
Bureau Veritas Certification
(Taiwan)Co.,Ltd.(BV)
Bureau Veritas Certification (Taiwan) Co.,
Ltd.(BV)
Assurance situation description
ISO 14064-3:2019 Reasonable
Assurance
Currently under verification of the
assurance entity, the assurance opinion is
expected to be obtained in May and will be
disclosed in the sustainability report along
with the related assurance information
Assurance opinion/conclusion
Unqualified conclusion/opinion
Currently under verification of the
assurance entity, the assurance opinion is
expected to be obtained in May and will be
disclosed in the sustainability report along
with the related assurance information
Company’s information 2023 Emissions (metric tons of
CO2e)		 2024 Emissions (metric tons of CO2e)
Company Scope 1 120,502.2254 115,938.0001
Scope 2 254,499.0547 251,427.4784
Total 375,001.280 367,365.479
Percentage of the inspection data disclosed
in the section 1-1-1 above		 100% 100%
Entity providing the assurance Bureau Veritas Certification
(Taiwan)Co.,Ltd.(BV)		 Bureau Veritas Certification (Taiwan) Co.,
Ltd.(BV)
Assurance situation description ISO 14064-3:2019 Reasonable
Assurance		 Currently under verification of the
assurance entity, the assurance opinion is
expected to be obtained in May and will be
disclosed in the sustainability report along
with the related assurance information
Assurance opinion/conclusion Unqualified conclusion/opinion Currently under verification of the
assurance entity, the assurance opinion is
expected to be obtained in May and will be
disclosed in the sustainability report along
with the related assurance information

1-2 Greenhouse Gas Reduction Targets, Strategy, and Concrete Action Plan

Specify the greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete action plan, and the status of achievement of the reduction targets.

  • ‧Baseline year for reduction: 2011 is maintained as the baseline year for reduction before review of the boundaries of consolidated financial statements is completed.

  • ‧Baseline year emissions (Scope 1 and 2): 392,366.585 metric tons of CO2e

  • ‧Reduction target: Achieve net zero emissions by 2050

  • 70 -

  • ‧Strategy: Focus on process improvement, energy efficiency improvement, increasing the proportion of renewable energy use, and making plans to obtain carbon rights.

  • ‧Specific action plans: 2025 is the first target review point, the key reduction strategy is to reduce fluorine-containing gases. The Company plans to add 32 local scrubbers, and achieve a 20% reduction of emissions compared with estimates using of solar power self-generated for self-use and purchased renewable energy.

  • ‧Achievement of reduction targets: The status of achieving 2025 goals will be reviewed in 2026, and progress will be tracked through review and inspection results each year. Compared with the target review year of 2025, greenhouse gas emissions in 2023 are still 12,000 metric tons of CO2e. It is reduction measures in 2025 include the installation of fluorine gas reduction equipment, increasing the utilization rate of green electricity and energy saving to achieve the level target.

  • 71 -

(VII) Ethical Corporate Management, and Departure from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and Reasons Thereof

Listed Companies,and Reasons Thereof
Evaluation Item Implementation Status Deviations from “Ethical
Corporate Management Best
Practice Principles for TWSE/
TPEx Listed Companies” and
Reasons
Yes No Abstract Illustration
I.
Establishment of ethical corporate policies and programs
(I) Does the Company establish a board-approved ethical
corporate management policy and state in its regulations or
external correspondence the policies and practices of the
ethical corporate management policy? Are the board of
directors and the managerial officers committed to fulfilling
this commitment?
(II) Does the Company establish mechanisms to assess the risks
of unethical conduct and perform regular analysis and
assessment of operating activities with higher risks of
unethical conduct? Does the Company implement programs
to prevent unethical conduct based on the above and ensure
the programs cover at least precautionary measures
described in Article 7, Paragraph 2 of the Ethical Corporate
Management Best Practice Principles for TWSE/TPEx
Listed Companies?
(I) The“ Ethical Corporate Management Principles”
and the “Code of Business Conduct and Ethics” of
the Company are approved by the board of
directors and published on the Company website
and internal electronic bulletin board, and they
require our employees and the employees of
subsidiaries included in our consolidated financial
statements to exhibit honest and ethical conduct
when performing their duties.
(II) The Company developed ethical and social
responsibility risk assessments for each
department, which are carried out on a regular
basis and cover all departments of the Company.
The Company has established the “ Ethical
Corporate Management Principles” and “Code of
Business Conduct and Ethics” which prohibit
giving and taking bribes, receiving unreasonable
gifts, benefits, and other improper benefits
(avoiding conflicts of interest); intellectual
property rights, confidential information, and
personal data infringement; and unfair competition
and discrimination. The above regulations apply to
all the Company staff. The promotion is further
strengthened for departments with a higher risk of
integrity violation. The effectiveness is regularly
evaluated. Suppliers must sign the "Code of		 None
None
  • 72 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management Best
Practice Principles for TWSE/
TPEx Listed Companies” and
Reasons
Yes No Abstract Illustration
(III) Does the Company establish procedures, guidelines of
conduct, punishment for violation, and reporting system
clearly stated in the mechanisms to prevent unethical
conduct? Does the Company enforce the programs
effectively and perform regular reviews of the preceding?		 Conducts Compliance Certificate" which stipulates
that supplier shall not conduct any inappropriate
commercial behavior such as bribery. Should any
incidents occur, the Company can terminate the
contract or transactions with the supplier as well as
request compensation for any damages.
(III) The Company has established the "Ethical
Corporate Management Principles" and "Code of
Business Conduct and Ethics". In addition to
promoting these principles to the Directors and
managers, the Company has also included relevant
educational training and testing for employees as
well as taking the employees' implementation
status into consideration in the annual
performance evaluation. The task force,
established under the Company’s Committee for
the Promotion of Ethical Corporate Management
Best Practice Principles, hosts regular meetings to
establish and enhance relevant measures as well as
follow-up procedures of the Ethical Corporate
Management based on related laws and
regulations, the Company’s Ethical Corporate
Management Best Practice Principles, resolutions
of the board of directors and functional
committees, and procedures of the Committee for
the Promotion of Ethical Corporate Management
Best Practice Principles.		 None
  • 73 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management Best
Practice Principles for TWSE/
TPEx Listed Companies” and
Reasons
Yes No Abstract Illustration
II、Fulfill operations integrity policy
(I) Does the company evaluate business partners’ ethical
records and include ethics-related clauses in business
contracts?
(II) Does the Company have a unit under the board of directors
to promote ethical corporate management on a full-time
basis, report ethical corporate management, and regularly
report on the programs for the prevention of unethical
conduct (at least once a year) to the board of directors, and
oversee the operations thereof?
(I) Before engaging in business, the Company conducts
a credit investigation on the potential partner's
records to avoid doing business with those who
have records of illegal or unethical behavior. The
Company has drafted the "Code of Conducts
Compliance Certificate" to regulate supplier
behavior. Should a supplier engage in improper
business conduct such as bribery, the Company may
terminate the contract or transaction at any time as
well as request damages.
(II) In addition to establishing functional committees
under the board of directors, the Company also
established the Committee for the Promotion of
Ethical Corporate Management, which should be
convened at least one time per year, under the
management executives that consists of the
president as the chairperson and level-1 managers
of all departments as committee members. The
committee aims to establish an ethical corporate
management policy that will be submitted for
discussion during the meeting of the board of
directors and report the implementation status of
the policy to the board at least once a year in
accordance with the law.
The Company’s Committee for the Promotion of
Ethical Corporate Management shall hold a
meeting at least once a year. The task forces
established under the committee should host
regular meetings to establish and enhance relevant
measures as well as follow-up procedure of the

None
None
  • 74 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management Best
Practice Principles for TWSE/
TPEx Listed Companies” and
Reasons
Yes No Abstract Illustration
(III)Does the company establish policies to prevent conflicts of
interest and provide appropriate communication channels,
and implement it?
(IV) Does the Company have an effective accounting system and
internal control system set up to facilitate ethical corporate
management? Does the internal audit unit follow the results
of unethical conduct risk assessments and devise audit plans
to audit compliance to the prevention of unethical conduct?
Or are the audits commissioned to a CPA?
(V) Does the company provide educational training on
corporate social responsibilityon a regular basis?



Ethical Corporate Management based on related
laws and regulations, the Company’s Ethical
Corporate Management Best Practice Principles,
resolutions of the board of directors and functional
committees, and procedures of the Committee for
the Promotion of Ethical Corporate Management
Best Practice Principles.
(III) The Company has established the "Ethical
Corporate Management Principles" and "Code of
Business Conduct and Ethics" to prevent conflicts
of interests. The Audit Committee has been set up
to assist the Board in overseeing the Company’s
implementation status. Directors shall be excused
from voting or discussions during the Board
meeting when their interests as individuals or
representatives of institutions are in potential
conflicts.
(IV) The Company’s accounting and internal control
systems are approved by the Audit Committee and
the Board. The internal auditing unit is responsible
for auditing the actual operations as well as
preparing the draft and report of the audit results
for the Audit Committee. The goal is to effectively
prevent malpractices and oversee the
implementation of the Company’s policies and
ensure the effectiveness of the internal control
system.
(V) The Company has established the “Ethical
Corporate Management Principles” and “Code of

None
None
None
  • 75 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management Best
Practice Principles for TWSE/
TPEx Listed Companies” and
Reasons
Yes No Abstract Illustration
Business Conduct and Ethics” which are published
on the Company’s website and the internal e-
bulletin system. The employees' implementation
status is taken into consideration in the annual
performance evaluation. To implement ethical
corporate management and ethical behavior, the
Company arranges courses for directors and online
courses for employees every year and organizes
educational courses on business secrets, domestic
and international data privacy regulations,
information security management, and the
prevention of insider trading for the purpose of
raising the awareness of corporate ethics and
compliance. In 2024, there were a total of 18,961
participants, and the number of training hours
amounted to 13,152. Suppliers were also invited to
the courses to ensure that they understand the
regulations of the Company’s ethical corporate
management.
The Company organizes training and promotion
events every year to prevent insider trading, and
gave a report on the prevention of insider trading to
the Board of Directors on December 17, 2024. We
offered and announced online courses for
employees in the second half of the year. The
content of the courses includes insider trading
regulations, structure elements, legal liabilities,
prohibited conduct, prevention items etc. In 2023,
there were a total of 3,700participants,and the
  • 76 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management Best
Practice Principles for TWSE/
TPEx Listed Companies” and
Reasons
Yes No Abstract Illustration
number of training hours amounted to 308.
In 2024, there were a total of 207 supplier
participations, and the number of training hours
received amounted to 104.
III、Operation of the integrity channel
(I) Does the company establish both a reward/punishment
system and an integrity hotline? Can the accused be reached
by an appropriate person for a follow-up?
(II) Does the Company establish standard operating procedures
for investigating reported cases, the follow-up measures
after investigations, and relevant confidentiality
mechanisms?

(I) The Company has set up a “No Topic is Off
Limits” suggestion box and a hotline. The staff can
report any fraud they discover to prevent damages
to the Company’s image caused by dishonest
behavior.
The Company also enhanced internal and external
reporting channels, and set up an audit office
hotline (03-5786688 ext. 78119). In addition, the
Company established a process for reporting
breaches of ethical corporate management. Once a
case is reported and accepted for processing, a
task force is established based on the nature and
type of the case the case is sent to the relevant
units for investigation. The board of directors will
also be informed.
(II) All cases reported through the “No Topic is Off
Limits” suggestion box, the reporting hotline, and
the audit office hotline will be given file numbers,
documented, investigated, handled, and stored as
required by the law.
Once a case is reported and accepted for
processing, a task force is established based on the
nature and type of the case, the case is sent to

None
None
  • 77 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management Best
Practice Principles for TWSE/
TPEx Listed Companies” and
Reasons
Yes No Abstract Illustration
(III) Does the company provide proper whistleblower
protection?		 relevant units for investigation. The board of
directors will also be informed.
The Company takes measures to maintain the
confidentiality of previous cases to guarantee the
legal rights of members.
(III) The management regulations of the “No Topic is
Off Limits” suggestion box and the reporting
hotline specify that the Company will strictly
fulfill its responsibility to maintain the
confidentiality of whistleblowers and prohibit
retaliation against reports made with good
intentions. The Company will impose an
appropriate penalty for any violations thereof. The
Company takes measures to maintain the
confidentiality of cases reported through the audit
office hotline to guarantee the legal rights of
members.		 None
IV. Strengthening information disclosure
(I) Does the company disclose its ethical corporate management
policies and the results of its implementation on the
company’s website and MOPS?		 The Company has disclosed the content and relevant
effectiveness of the Company’s “Code of Business
Conduct and Ethics” on the Company’s website and
MOPS. The content of the "Ethical Corporate
Management Principles" is disclosed on the
Company’s website.
Implementation results of the ethical corporate
management were reported to the Board of Directors
on February27,2024.		 None
  • 78 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management Best
Practice Principles for TWSE/
TPEx Listed Companies” and
Reasons
Yes No Abstract Illustration
The annual meeting of the Committee for the
Promotion of Ethical Corporate Management was
convened on February 19, 2024.
Completed the Ethical Corporate Management Best
Practice Principles related training in 2024.
There was no violation of the Ethical Corporate
Management Best Practice Principles in 2024.
V、If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for
TWSE/GTSM Listed Companies, please describe anydiscrepancybetween thepolicies and their implementation: There was no substantial difference.
VI、Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies)
The Company believes that a corporate culture of integrity is a key factor for the sustainable and sound development of the Company. Therefore, the Company
has actively complied with the Responsible Business Alliance (RBA) code of conduct.
A supplier conference is held annually to announce and promote important policies and messages of the Company. The Company also conducts regular training
courses for its suppliers to ensure their quality. In the future, the Company will continue to pay attention to the development of domestic regulations related to
integrityand review relevant Companyregulations accordinglyin order to enhance the effectiveness of the Company's corporategovernance.
  • 79 -

(VIII) Other Important Information for Better Understanding of Implementation of Corporate Governance

  1. Implementation of risk management policies and risk assessment standards: The Company gradually implemented risk management mechanisms according to the Corporate Governance 3.0 – Sustainable Development Roadmap of the Financial Supervisory Commission. The Board of Directors established the risk management policy and the Board of Directors approved the "Risk Management Code" on October 24, 2023 as the highest guiding principles of the Company’s risk management. Furthermore, the Company established a Risk Management Task Force to plan, implement, review, and improve the risk management system. The president serves as the chair of the Risk Management Committee, and regularly identifies risk factors and manages risks with business units. Every year the committee reports risk assessment and risk management of the previous year to the Board of Directors. Please refer to the company website (https://www.macronix.com/zh-tw/about/CSR/Pages/risk-management.aspx) for information on the Company’s risk management.

  2. Handling of Company’s Internal Material Information The Company established the Procedures for Disclosing Material Insider Information to provide effective mechanisms to handle and disclose material insider information, prevent information leakage, and ensure the consistency and correctness of information announced by the Company. The procedures cover confidentiality and evaluation of material information, preservation of approval records, and violations handling.

The handling and disclosure of material insider information is in accordance with related laws, orders, and the Company’s Procedures for Disclosing Material Insider Information. The Company has three principles for public disclosure: (1) accurate, complete and timely; (2) information disclosure shall have a solid base; and (3) fair disclosure to ensure that the interests of the Company and all stakeholders are protected.

Furthermore, the Company has established the “Code of Business Conduct and Ethics” and "Preventing Insider Trading." Besides periodic promotion, the content is provided on the company website for all directors, managers, and employees to avoid violation.

  1. Directors’ training records

The Directors’ training records for the most recent year are set out in the table below. For further information, please refer to the Market Observation Post System (MOPS).

Title Name Date Organizer Course Name Hours
Chairman Miin Wu 2024.02.27 Taiwan Institute of
Directors		 Global Economic Outlook 3
2024.10.29 Taiwan Institute of
Directors		 Trends in Sustainable
Development Information and
Financial Reporting Disclosure		 3
Director
Representative
of the
Corporation		 Masashi
Kuramoto		 2024.09.20 Taiwan Investor
Relations Institute		 Trade Secrets, Information
Security Practices, and
Securities Regulations		 3
2024.10.29 Taiwan Institute of
Directors		 Trends in Sustainable
Development Information and
Financial Reporting Disclosure		 3
2024.11.28 Accounting
Research and
Development
Foundation		 How to Analyze Key Corporate
Financial Information to
Strengthen Crisis Early
Warning Capabilities
6
Director C.Y. Lu 2024.02.27 Taiwan Institute of
Directors		 Global Economic Outlook 3
2024.04.25 Taiwan Corporate
Governance
Association		 Green Electricity, Certificates,
and Sustainable Development –
The Path to Corporate Net Zero		 3
2024.10.29 Taiwan Institute of
Directors		 Trends in Sustainable
Development Information and
Financial Reporting Disclosure		 3
2024.10.31 Taiwan Corporate
Governance
Association		 Management Rights Battles and
Case Analysis
3
  • 80 -
Title Name Date Organizer Course Name Hours
Director
Representative
of the
Corporation		 Stacey Lee 2024.02.27 Taiwan Institute
of Directors		 Global Economic Outlook 3
2024.03.15 Chinese National
Association of
Industry and
Commerce		 Key Considerations and
Common Issues for Board
and Shareholders’ Meetings
in 2024		 3
2024.10.04 Chinese National
Association of
Industry and
Commerce		 Introduction to Company
Law, Corporate Governance,
and Essential Tax
Knowledge for Executives
3
2024.10.08 Chinese National
Association of
Industry and
Commerce
NVIDIA’s Trillion-Dollar
Miracle: New Perspectives
on the Semiconductor
Industry Revolution Behind
AI		 3
2024.10.29 Taiwan Institute
of Directors		 Trends in Sustainable
Development Information
and Financial Reporting
Disclosure		 3
Director
Representative
of the
Corporation		 Ching-Yun Li 2024.02.27 Taiwan Institute of
Directors		 Global Economic Outlook 3
2024.10.29 Taiwan Institute of
Directors		 Trends in Sustainable
Development Information and
Financial Reporting Disclosure		 3
Director Che-Ho Wei 2024.02.27 Taiwan Institute of
Directors		 Global Economic Outlook 3
2024.10.29 Taiwan Institute of
Directors		 Trends in Sustainable
Development Information and
Financial Reporting Disclosure		 3
Director Yan-Kuin Su 2024.02.27 Taiwan Institute of
Directors		 Global Economic Outlook 3
2024.10.04 Securities and
Futures Institute		 2024 Insider Trading
Prevention Seminar		 3
2024.10.29 Taiwan Institute of
Directors		 Trends in Sustainable
Development Information and
Financial Reporting Disclosure		 3
Director Sung-Jen Fang 2024.02.27 Taiwan Institute of
Directors		 Global Economic Outlook 3
2024.08.08 Taiwan Corporate
Governance
Association		 The Path to Corporate
Sustainability and Resilience
Management		 3
Director Tom Yiu 2024.02.27 Taiwan Institute of
Directors		 Global Economic Outlook 3
2024.10.29 Taiwan Institute of
Directors		 Trends in Sustainable
Development Information and
Financial Reporting Disclosure		 3
Director F. L. Ni 2024.02.27 Taiwan Institute of
Directors		 Global Economic Outlook 3
2024.10.29 Taiwan Institute of
Directors		 Trends in Sustainable
Development Information and
Financial Reporting Disclosure		 3
Director
Representative
of the
Corporation		 Paul Yeh 2024.02.27 Taiwan Institute of
Directors		 Global Economic Outlook 3
2024.03.22 Taiwan Stock
Exchange		 Seminar on Building a New
Carbon Era with Sustainable
Knowledge Empowerment		 3
2024.06.27~
2024.06.28		 Accounting
Research and
Development
Foundation		 Continuing Education Course
for Chief Accounting Officers
of Issuers, Securities Firms, and
Securities Exchanges
12
2024.09.30 Taiwan Stock
Exchange		 Taiwan Capital Market
Expansion Summit		 3
2024.10.29 Taiwan Institute of
Directors		 Trends in Sustainable
Development Information and
Financial ReportingDisclosure		 3
  • 81 -
Title Name Date Organizer Course Name Hours
Independent
Director		 Tyzz-Jiun Duh 2024.01.26 Taiwan
Corporate
Governance
Association		 Analysis of Taiwan’s
Economic Trends in 2024		 3
2024.02.27 Taiwan Institute
of Directors		 Global Economic Outlook 3
2024.03.29 Taiwan
Corporate
Governance
Association		 Production Technology and
Market Development of
High-Value Steel Products		 3
2024.05.03 Taiwan
Corporate
Governance
Association		 Prospects of the Nickel
Industry Development and
Sustainable Resilient Supply
Chain Management		 3
2024.07.31 Institute of
Financial Law
and Crime
Prevention
Analysis of Common
Deficiencies and Penalty
Cases in the Financial
Industry & Prevention of
Sexual Harassment		 3
2024.10.16 Securities &
Futures Institute		 Carbon Credit Trading
Mechanism and Carbon
Management Applications		 3
2024.10.29 Taiwan Institute
of Directors
Trends in Sustainable
Development Information
and Financial Reporting
Disclosure		 3
2024.11.08 Taiwan
Corporate
Governance
Association		 Development and Prospects
of Taiwan’s Cable Industry
& Creating a Friendly
Workplace (Including
Prevention of Sexual
Harassment)		 3
Independent
Director		 Chiang Kao 2024.02.27 Taiwan Institute of
Directors		 Global Economic Outlook 3
2024.10.29 Taiwan Institute of
Directors		 Trends in Sustainable
Development Information and
Financial Reporting Disclosure		 3
Independent
Director		 Chien-Kuo
Yang		 2024.02.27 Taiwan Institute
of Directors		 Global Economic Outlook 3
2024.05.09 Taiwan
Corporate
Governance
Association		 Intellectual Property
Management and Corporate
Governance		 3
2024.08.01 Taiwan
Corporate
Governance
Association		 Cybersecurity Governance
Strategies for Listed
Companies from the
Perspective of ESG
Corporate Sustainable
Development		 3
2024.08.06 Taiwan
Corporate
Governance
Association		 ESG Corporate Actions and
Energy Trend Opportunities		 3
2024.08.06 Taiwan
Corporate
Governance
Association		 Updates on International
Tax Trends and an
Overview of the U.S.-Taiwan
Tax Relief Act
3
2024.10.08 Taiwan Stock
Exchange		 The Digital and Sustainable
Finance Symphony in the AI
Boom		 3
2024.10.29 Taiwan Institute
of Directors		 Trends in Sustainable
Development Information
and Financial Reporting
Disclosure		 3

  • 82 -

  • Education of corporate governance supervisor within the most recent year is shown in the table below:

below:
Date Organizer Course Name Hours
2024.02.27 Taiwan Institute of Directors Global Economic Outlook 3
2024.03.22 Taiwan Stock Exchange Seminar on Building a New Carbon Era
withSustainableKnowledgeEmpowerment		 3
2024.09.30 Taiwan Stock Exchange Taiwan Capital Market Expansion Summit 3
2024.10.29 Taiwan Institute of Directors Trends in Sustainable Development
Information and Financial Reporting
Disclosure		 3
Total Hours of Education within the most recent year of Appointment 12

5. Manager Training Records

Miin Wu, C. Y. Lu, Tom Yiu, F. L. Ni, and Paul Yeh are also managers of the Company. Please refer to the table above for the training records. Corporate governance training records for other managers and the audit supervisors of the Company in the most recent year are as follows:

Title Name Date Organizer Course Name Hours
Vice President Yen-Hai Chao 2024.02.27 Taiwan Institute of
Directors		 Global Economic Outlook 3
2024.04.25 Taiwan Corporate
Governance
Association		 Green Energy, Certificates, and
Sustainable Development – The Path
to Corporate Net Zero		 3
2024.10.29 Taiwan Institute of
Directors		 Trends in Sustainability
Information and Financial
ReportingDisclosure		 3
2024.10.31 Taiwan Institute of
Directors		 Corporate Control Battles and
Case Analysis		 3
Deputy Director
of the Auditing
Office

Hong-Chi Wang		 2024.02.27 Taiwan Institute of
Directors		 Global Economic Outlook 3
2024.09.13 The Institute of
Internal Auditors-
Chinese Taiwan		 "Regulatory Analysis of
Sustainability Information
Disclosure" and Key Discussions
on Internal Control and Internal
Audit		 6
2024.10.29 Taiwan Corporate
Governance
Association		 Trends in Sustainability
Information and Financial
ReportingDisclosure		 3
2024.11.29 The Institute of
Internal Auditors-
Chinese Taiwan		 New Challenges for Internal
Auditors – Analysis of
Sustainability Disclosure,
Governance Policies, and Key
Audit Considerations		 6
  • 83 -

(VI). Topics of Concern and communication channels of various stakeholder categories：

Stakeholders Topics of Concern Communication channels
‧Shareholder equity
‧Intellectual Property Rights
‧Corporate Governance
‧Dividends distribution
‧Overview of Investments
‧Corporate operations
‧Innovative R&D
‧Product price
‧Industry development
‧Product use		 ‧Company’s Website and Sustainability Report (annually)
‧Corporate website, financial statements (annually)
‧Shareholders' meeting (annually)
‧Self-organized investor seminars (quarterly)
‧Participate in forums/visits by investors/visits to investors
(irregularly)
‧Investor service mailbox/phone calls(irregularly)
Investors
‧Product lead time/
price/technology/quality
‧Green Products
‧Future direction of products
‧Corporate Social
Responsibility
‧Customer application services
‧Business Continuity
Management
‧Greenhouse gas Net-zero
emissions		 ‧Customer satisfaction survey (annual)
‧Suppliers' conference (at the request of customers)
‧Customer communication platform (available 24-7)
‧Visits in person (irregularly)
‧Supplier audits (at the request of customers)
Customers
‧Employee Communication
‧Labor Relations
‧Compensation & Benefits
‧Human rights policy
‧Training System
‧Performance evaluation
results
‧Occupational safety and
health
‧Key points of the amendment
to the Labor Standards Act
‧Calculation/qualifications of
retirement pension		 ‧Various open-discussion meetings (held periodically and ad hoc)
‧"No Topic is Off Limits" suggestion box (available 24-7)
‧Reporting hotline (available 24-7)
‧Printed copies and electronic bulletin boards (to irregularly
communicate information)
‧Employee Relationship Management Portal (available 24-7)
‧Learning map platform (available 24-7)
‧Performance evaluation procedure (annual)
‧Health consultation/promotion (held periodically and ad hoc)
‧Employees seek advice inperson or by phone(irregularly)
Employees
‧Occupational safety and health
‧Supplier evaluation
‧Green product requirements
‧Corporate Social
responsibility
‧Compliance with Business
Ethics
‧Quality improvement procedure
‧Supply and demand of
important materials
‧Supply chain information
security		 ‧Suppliers' conference (annual)
‧Supplier audits (performed annually based on risk levels)
‧Supplier evaluation (quarterly and annually)
‧Quality improvement meeting (irregularly)
‧Material supply/demand tracking (periodically and ad hoc)
‧Contractor training courses(as necessary)
‧Contractor coordination organization meetings(as necessary)
Suppliers
‧Compliance with regulations
‧Corporate Governance
‧Labor Relations
‧Occupational safety and health
‧Greenhouse gas Net-zero
emissions
‧Water resource management
‧Waste Management
‧The Sustainable Disclosure
Standards Introduction Plan of
IFRS
‧Charityeventparticipation
‧Employee benefits and average
salary
‧Key points of the amendment
to the Labor Standards Act
‧Impact of the U.S.-China Trade
War
‧Employee overload
management
‧Odor
‧Noise
‧Corporate sponsorship/funding		 ‧Official document delivery (as necessary)
‧Participation in presentations/ promotions/seminars/forums
(irregularly)
‧Competent authority audits (as necessary)
‧Phone call or e-mail (as necessary)
‧Communication through the Allied Association for Science Park
Industries and Chinese National Federation of Industries (as
necessary)
‧Visited competent authorities (as necessary)
‧PUBCSR communication mailbox
‧Charity organizations
Government
‧Operational performance
‧Innovative research and
development
‧Industrial development
‧General information about the
Company
‧Compensation & Benefits
‧Executive management
dynamics		 ‧Public Information
‧Investor seminars
Social
public
‧Macronix Golden Silicon
Awards
‧Macronix Science Prize
Competition
‧The process and results of
Macronix Science Prize
Competition
‧Recruitment and appointment		 ‧Registration website
‧Campus promotion
‧Facebook Fans Group
‧Macronix Science Awards Association annual meeting
School

  • 84 -

  • (Ⅸ) Implementation of Internal Control System: Please refer to the Market Observation Post System (website: https://mopsov.twse.com.tw/mops/web/index) under “Corporate Governance” → “Internal Control Section.”

  • (X) Major Resolutions of Shareholders’ Meeting and Board Meetings during the Most

Recent Fiscal Year and Up to the Printing Date of this Annual Report:

  • 1.2024 Major Resolutions of Shareholders’ Meeting
Major Resolutions Review of Implementation
1. Ratification of the 2023 Business Report and
Financial Statements		 Resolution announced in accordance with Article 230 of
the CompanyAct
2. Ratification of the Company’s 2023
Distribution		 June 30, 2024 was set as the Ex-dividend Record Date
and cash dividends were paid on July 29, 2024. The
cash dividends per share was distributed at NT$0.5,
determined bythe Shareholders’ Meeting.
3. Approval of fund raising by issuance of new
shares, overseas depositary receipts through
cash capital increase, and/or the private
placement of common shares and/or domestic
or overseas convertible bonds		 The capital increase proposal was approved but was not
carried out in 2024. The capital increase proposal was
approved by the Board of Directors again on March 4,
2025 and submitted to the 2025 Annual Shareholders’
Meeting.
4. Approval of releasing competition restrictions
of the directors		 Resolution and announcement according to law.
  1. Major Resolutions Adopted by the Board of Directors in the Most Recent Year up to the Publication Date
Publication Date
Board of Directors Date Major Resolutions
The 11th meeting of the 12th
Term of the Board of
Directors		 2024.02.27 1. Approval of the Company’s 2023 Financial Statements.
2. Approval of the Company’s 2023 Distribution Plan
3. Approval of fund raising by issuance of new shares, overseas
depositary receipts through cash capital increase, and/or the
private placement of common shares and/or domestic or
overseas convertible bonds
4. Board of Directors resolved to convene the 2024 Annual
Shareholders Meeting.
The 12th meeting of the 12th
Term of the Board of
Directors		 2024.04.30 Approval of the Company’s First Quarter 2024 Financial
Statements.
The 13th meeting of the 12th
Term of the Board of
Directors		 2024.07.30 1. Approval of the Company’s Second Quarter 2024 Financial
Statements.
2. Approval of appointing the replacement member of the
Compensation Committee
3. Approval of appointing the replacement member of the
Nomination Committee
The 15th meeting of the 12th
Term of the Board of
Directors		 2024.10.29 1. Approval of the Company’s Third Quarter 2024 Financial
Statements.
2.Approval of the issuance of the Second Domestic Unsecured
Convertible Bonds
The 15th meeting of the 12th
Term of the Board of
Directors		 2024.12.17 Board of Directors approved the donation to Macronix
Education Foundation
  • 85 -
Board of Directors Date Major Resolutions
The 17th meeting of the 12th
Term of the Board of
Directors		 2025.03.04 1. Approval of the Company’s 2024 Financial Statements.
2. Approval of the Company’s 2024 profit deficit appropriation
3. Approval of fund raising by issuance of new shares, overseas
depositary receipts through cash capital increase, and/or the
private placement of common shares and/or domestic or
overseas convertible bonds
4. Board of Directors resolved to convene the 2025 Annual
Shareholders Meeting.
  • (XI) Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors: None.

Ⅳ. Information on the Professional Fees of the Attesting CPAs

Unit: NT$ thousands

Accounting Firm Name of CPAs Period Covered
by CPA’s Audit		 Audit Fee Non-
Audit Fee		 Total Remarks
Deloitte &
Touche		 Tung-Hui Yeh 2024.01.01
~2024.12.31		 5,435 2,305 7,740 Non-audit fees mainly
included tax
certification fee
NT$960,000,
ISO27001
implementation
NT$735,000, transfer
pricing report service
fee NT$380,000,
bonded inventory
NT$230,000.
Kuo-Tyan Hong

  • (I) Where The Accounting Firm Changed the Audit Partners and the Audit Fee Paid for the Year is Less than that of the Previous Year, the Sum, Proportion, and Cause of the Reduction Shall be Disclosed: Not applicable.

  • (II) Where the Audit Fee Paid for the Year is Reduced by more than 10% Compared to that of the Previous Year, the Sum, Proportion, and Cause of the Reduction Shall be Disclosed: Not applicable.

  • Ⅴ. CPA Replacement Information: No change in the last two years.

  • Ⅵ. If Chairman, President, or Chief Financial Officer Holding Positions at the Independent Audit Firm or its Affiliated Company within the Most Recent Fiscal Year: None.

Ⅶ. Equity Transfer and Pledge by Directors, Supervisors, Managers and/or Shareholders, Who Hold More Than 10% of Outstanding Shares, in the Most Recent Fiscal Year and Up to the Printing Date of this Annual Report

  • (1) Please refer to the Market Observation Post System (website: https://mopsov.twse.com.tw/mops/web/index) under “Basic Information” →

  • “Shareholding, Pledging, and Transfer of Directors, Supervisors, and Major Shareholders.”

  • (2) The counterparts of equity transfer or equity pledges in the Most Recent Fiscal Year and Up to the Printing Date of this Annual Report are not related parties.

  • 86 -

Ⅷ. Relationship Among the Top Ten Shareholders

June 30, 2024 Unit: shares / %

Name Current
Shareholding		 Current
Shareholding		 Spouse’s/minor’
s
Shareholding		 Spouse’s/minor’
s
Shareholding		 Shareholding
by Nominee
Arrangement		 Shareholding
by Nominee
Arrangement		 Name and
Relationship
Between the
Company’s Top
Ten Shareholders,
or Spouses or
Relatives Within
Two Degrees		 Name and
Relationship
Between the
Company’s Top
Ten Shareholders,
or Spouses or
Relatives Within
Two Degrees		 Remarks
Shares % Shares % Shares % Name Relationship
Fuh Hwa Taiwan
Technology Dividend
Highlight ETF		 119,617,000 6.45% None None None None None None
Syue-Rong Shen 63,137,000 3.40% None None None None None None
Cathay Life Insurance
Representative: Ming-
Ho Hsiung		 33,998,000 1.83% None None None None None None
New Labor Pension
Fund		 32,647,271 1.76% None None None None None None
Robeco Capital Growth
Funds		 24,505,000 1.32% None None None None None None
Mercuries Life Insurance
Co., Ltd.
Representative: Jhao-Si
Wong
24,000,000		 1.29% None None None None None None
Vanguard Emerging
Markets Stock Index
Fund, A Series of
Vanguard International
Equity Index Funds		 23,847,737 1.29%
Shun Yin Investment
Ltd.		 22,587,265 1.22% None None None None None None
Representative:
Ikuo Yamaguchi (Note 1)		 None None None None None None None None
Miin Wu 13,440,809 0.72% None None None None None None
Vanguard Total
International Stock Index
Fund, A Series of
Vanguard Star Funds
12,390,546		 0.67% None None None None None None

Note 1: Mr. Masashi Kuramoto was reassigned as representative on August 30, 2024 by Shun Yin Investment Ltd. Note 2: Base date of shareholding, which was the record date for the distribution of 2024 cash dividend. Note 3: There was no information on the person responsible for the investment account.

  • 87 -

Ⅸ. The Total and Combined Shareholding in a Single Enterprise by the Company, its Directors, Supervisors, Managers, and the Directly or Indirectly Controlled Entities

December 31, 2024
Unit: shares / %		 December 31, 2024
Unit: shares / %		 December 31, 2024
Unit: shares / %		 December 31, 2024
Unit: shares / %		 December 31, 2024
Unit: shares / %		 December 31, 2024
Unit: shares / %
Affiliated Enterprises
(Note)		 Ownership by the
Company		 Direct or Indirect
Ownership by
Directors/Supervisors/
Managers		 Total Ownership
Shares % Shares % Shares %
Macronix America, Inc. 100,000 100.00% 0 0% 100,000 100.00%
Macronix(BVI)Co., Ltd. 182,589,357 100.00% 0 0% 182,589,357 100.00%
Macronix (Hong Kong) Co.,
Limited.		 89,700,000 100.00% 0 0% 89,700,000 100.00%
Macronix Pte Ltd 174,000 100.00% 0 0% 174,000 100.00%
Hui YingInvestment Ltd. None 100.00% None 0% None 100.00%
Run HongInvestment Ltd. None 100.00% None 0% None 100.00%
Mxtran Inc. 69,627,323 90.43% 3,914,600 5.08% 73,541,923 95.51%

Note: Invested by the Company using the equity method.

  • 88 -

Chapter Ⅲ . Capital Overview

I. Capital and Shares

(I) Source of capital

Year/
month		 Issue
price		 Authorized capital Authorized capital Paid-upcapital Paid-upcapital Comments Comments Comments
Shares
(1,000
shares)		 Amount
(NT$1,000)		 Shares
(shares)		 Amount
(NTD)		 Source of capital Subscriptions
paid with
property other
than cash		 Other
1989.12 - 150,000 1,500,000 81,583,000 815,830,000 Established with a capital of
NT$815,830,000		 5,200,000
technology
shares		 -
1990.12 10 300,000 3,000,000 209,717,000 2,097,170,000 Cash capital increase in the
amount of NT$1,281,340,000		 - Note 1
1992.06 10 300,000 3,000,000 239,717,000 2,397,170,000 Cash capital increase in the
amount of NT$300,000,000		 - Note 2
1993.05 10 300,000 3,000,000 300,000,000 3,000,000,000 Cash capital increase in the
amount of NT$602,830,000		 - Note 3
1995.02 28.5 500,000 5,000,000 350,000,000 3,500,000,000 Cash capital increase in the
amount of NT$500,000,000		 - Note 4
1995.08 - 500,000 5,000,000 433,218,172 4,332,181,720 Capital increase out of earnings in
the amount of NT$832,181,720		 - -
1995.12 40 500,000 5,000,000 500,000,000 5,000,000,000 Cash capital increase in the
amount of NT$667,818,280		 - Note 5
1996.05 48 850,000 8,500,000 600,000,000 6,000,000,000 Issuance of GDRs in the amount
of NT$1,000,000,000 for cash
capital increase		 - Note 6
1996.08 - 1,160,000 11,600,000 941,676,940 9,416,769,400 Earnings and capital surplus in the
amount of NT$3,416,769,400
transferred to capital
-		 -
1997.04 - 1,160,000 11,600,000 945,824,135 9,458,241,350 Corporate bonds conversion in the
amount of NT$41,471,950
-		 -
1997.07 - 2,500,000 25,000,000 1,274,939,621 12,749,396,210 Earnings and capital surplus in the
amount of NT$3,291,154,860
transferred to capital
-		 -
1997.08 - 2,500,000 25,000,000 1,415,586,910 14,155,869,100 Corporate bonds conversion in the
amount of NT$1,406,472,890
-		 -
1997.12 - 2,500,000 25,000,000 1,441,815,433 14,418,154,330 Corporate bonds conversion in the
amount of NT$262,285,230
-		 -
1998.03 - 2,500,000 25,000,000 1,442,334,998 14,423,349,980 Corporate bonds conversion in the
amount of NT$5,195,650
-		 -
1998.08 - 2,500,000 25,000,000 1,785,823,693 17,858,236,930 Earnings and capital surplus in the
amount of NT$3,434,886,950
transferred to capital
-		 -
1999.09 - 2,500,000 25,000,000 1,964,406,063 19,644,060,630 Capital surplus in the amount of
NT$1,785,823,700 transferred to
capital		 - -
2000.03 30 2,500,000 25,000,000 2,099,996,063 20,999,960,630 Cash capital increase in the
amount of NT$1,355,900,000		 - Note 7
2000.03 - 2,500,000 25,000,000 2,126,074,584 21,260,745,840 Convertible bonds conversion in
the amount of NT$260,785,210		 - -
2000.03 - 2,500,000 25,000,000 2,127,526,851 21,275,268,510 Convertible bonds conversion in
the amount of NT$14,522,670		 - -
2000.07 - 3,500,000 35,000,000 2,404,105,343 24,041,053,430 Earnings and capital surplus in the
amount of NT$2,765,784,920
transferred to capital
-		 -
2000.07 - 3,500,000 35,000,000 2,472,586,493 24,725,864,930 Corporate bonds conversion in the
amount of NT$684,811,500
-		 -
2000.12 - 3,500,000 35,000,000 2,474,409,144 24,744,091,440 Corporate bonds conversion in the
amount of NT$18,226,510
-		 -
2001.06 - 4,500,000 45,000,000 3,359,342,613 33,593,426,130 Earnings and capital surplus in the
amount of NT$8,849,334,690
transferred to capital
-		 -
  • 89 -
Year/
month		 Issue
price		 Authorized capital Authorized capital Paid-upcapital Paid-upcapital Comments Comments Comments
Shares
(1,000
shares)		 Amount
(NT$1,000)		 Shares
(shares)		 Amount
(NTD)		 Source of capital Subscriptions
paid with
property other
than cash		 Other
2002.08 - 5,350,000 53,500,000 3,691,276,875 36,912,768,750 Capital surplus in the amount of
NT$3,319,342,620 transferred to
capital		 - -
2003.04 - 5,350,000 53,500,000 3,733,149,529 37,331,495,290 Corporate bonds conversion in the
amount of NT$418,726,540
-		 -
2003.07 - 5,350,000 53,500,000 3,779,349,500 37,793,495,000 Corporate bonds conversion in the
amount of NT$461,999,710
-		 -
2003.11 - 5,350,000 53,500,000 3,927,758,305 39,277,583,050 Corporate bonds conversion in the
amount of NT$1,484,088,050
-		 -
2003.12 **8.11 ** 6,550,000 **65,500,000 ** **4,402,758,305 ** **44,027,583,050 ** Cash capital increase in the
amount of NT$4,750,000,000		 - Note 8
2004.03 - 6,550,000 65,500,000 4,430,251,943 44,302,519,430 Corporate bonds conversion in the
amount of NT$274,936,380
-		 -
2004.04 10.9 6,550,000 65,500,000 4,955,251,943 49,552,519,430 Issuance of GDRs in the amount
of NT$5,250,000,000 for cash
capital increase		 - Note 9
2004.05 6,550,000 65,500,000 5,003,704,439 50,037,044,390 Corporate bonds conversion in the
amount of NT$484,524,960
-
-
2004.09 - 6,550,000 65,500,000 5,034,928,514 50,349,285,140 Corporate bonds conversion in the
amount of NT$312,240,750
-		 -
2004.11 - 6,550,000 65,500,000 5,035,296,328 50,352,963,280 Corporate bonds conversion in the
amount of NT$3,678,140
-		 -
2005.09 - 6,550,000 65,500,000 4,995,296,328 49,952,963,280 Decrease in treasury stock in the
amount of NT$400,000,000		 - -
2006.03 - 6,550,000 65,500,000 2,915,821,786 29,158,217,860 Capital reduction in the amount of
NT$20,794,745,420		 - Note 10
2006.03 **8.07 ** 6,550,000 **65,500,000 ** **2,915,921,786 ** **29,159,217,860 ** Private placement in the
amount of NT$1,000,000		 - -
2007.02 - 6,550,000 65,500,000 2,916,157,808 29,161,578,080 Exercise of employee stock
options in the amount of
NT$2,360,220		 - -
2007.04 - 6,550,000 65,500,000 2,916,415,946 29,164,159,460 Exercise of employee stock
options in the amount of
NT$2,581,380		 - -
2007.09 - 6,550,000 65,500,000 2,917,058,354 29,170,583,540 Exercise of employee stock
options in the amount of
NT$6,424,080		 - -
2007.10 - 6,550,000 65,500,000 2,978,817,751 29,788,177,510 Capital increase out of earnings in
the amount of NT$617,593,970		 - -
2007.11 - 6,550,000 65,500,000 3,050,653,298 30,506,532,980 Exercise of employee stock
options in the amount of
NT$718,355,470		 - -
2008.02 - 6,550,000 65,500,000 3,060,226,622 30,602,266,220 Exercise of employee stock
options in the amount of
NT$95,733,240		 - -
2008.05 - 6,550,000 65,500,000 3,062,751,980 30,627,519,800 Exercise of employee stock
options in the amount of
NT$25,253,580		 - -
2008.08 - 6,550,000 65,500,000 3,063,677,465 30,636,774,650 Exercise of employee stock
options in the amount of
NT$9,254,850		 - -
2008.09 - 6,550,000 65,500,000 3,124,019,472 31,240,194,720 Capital increase out of earnings in
the amount of NT$603,420,070		 - -
2008.11 - 6,550,000 65,500,000 3,126,296,368 31,262,963,680 Exercise of employee stock
options in the amount of
NT$22,768,960		 - -
2009.02 - 6,550,000 65,500,000 3,126,775,749 31,267,757,490 Exercise of employee stock
options in the amount of
NT$4,793,810		 - -
2009.02 - 6,550,000 65,500,000 3,123,962,749 31,239,627,490 Decrease in treasury stock in the
amount of NT$28,130,000		 - -
  • 90 -
Year/
month		 Issue
price		 Authorized capital Authorized capital Paid-upcapital Paid-upcapital Comments Comments Comments
Shares
(1,000
shares)		 Amount
(NT$1,000)		 Shares
(shares)		 Amount
(NTD)		 Source of capital Subscriptions
paid with
property other
than cash		 Other
2009.05 - 6,550,000 65,500,000 3,135,134,847 31,351,348,470 Exercise of employee stock
options in the amount of
NT$111,720,980		 - -
2009.08 - 6,550,000 65,500,000 3,147,538,945 31,475,389,450 Exercise of employee stock
options in the amount of
NT$124,040,980		 - -
2009.09 - 6,550,000 65,500,000 3,272,552,230 32,725,522,300 Capital increase out of earnings in
the amount of NT$1,250,132,850		 - -
2009.11 - 6,550,000 65,500,000 3,289,772,530 32,897,725,300 Exercise of employee stock
options in the amount of
NT$172,203,000		 - -
2010.02 - 6,550,000 65,500,000 3,303,027,880 33,030,278,800 Exercise of employee stock
options in the amount of
NT$132,553,500		 - -
2010.05 - 6,550,000 65,500,000 3,330,319,836 33,303,198,360 Exercise of employee stock
options in the amount of
NT$272,919,560		 - -
2010.08 - 6,550,000 65,500,000 3,350,388,992 33,503,889,920 Exercise of employee stock
options in the amount of
NT$200,691,560		 - -
2010.11 - 6,550,000 65,500,000 3,355,417,899 33,554,178,990 Exercise of employee stock
options in the amount of
NT$50,289,070		 - -
2011.02 - 6,550,000 65,500,000 3,362,301,642 33,623,016,420 Exercise of employee stock
options in the amount of
NT$68,837,430		 - -
2011.05 - 6,550,000 65,500,000 3,378,174,280 33,781,742,800 Exercise of employee stock
options in the amount of
NT$158,726,380		 - -
2011.08 - 6,550,000 65,500,000 3,381,545,259 33,815,452,590 Exercise of employee stock
options in the amount of
NT$33,709,790		 - -
2011.11 - 6,550,000 65,500,000 3,382,456,382 33,824,563,820 Exercise of employee stock
options in the amount of
NT$9,111,230		 - -
2012.02 - 6,550,000 65,500,000 3,384,748,566 33,847,485,660 Exercise of employee stock
options in the amount of
NT$22,921,840		 - -
2012.05 - 6,550,000 65,500,000 3,392,196,696 33,921,966,960 Exercise of employee stock
options in the amount of
NT$74,481,300		 - -
2012.08 - 6,550,000 65,500,000 3,392,302,064 33,923,020,640 Exercise of employee stock
options in the amount of
NT$1,053,680		 - -
2012.08 - 6,550,000 65,500,000 3,521,142,831 35,211,428,310 Capital increase out of earnings in
the amount of NT$1,288,407,670		 - -
2012.11 - 6,550,000 65,500,000 3,521,369,314 35,213,693,140 Exercise of employee stock
options in the amount of
NT$2,264,830		 - -
2013.02 - 6,550,000 65,500,000 3,521,462,303 35,214,623,030 Exercise of employee stock
options in the amount of
NT$929,890		 - -
2014.02 - 6,550,000 65,500,000 3,521,473,020 35,214,730,200 Exercise of employee stock
options in the amount of
NT$107,170		 - -
2015.01 - 6,550,000 65,500,000 3,558,773,970 35,587,739,700 New restricted employee shares in
the amount of NT$373,009,500
-		 -
2015.08 - 6,550,000 65,500,000 3,620,052,730 36,200,527,300 New restricted employee shares in
the amount of NT$612,787,600
-		 -
2015.08 - 6,550,000 65,500,000 3,618,598,730 36,185,987,300 Reduction of new restricted
employee shares in the amount of
NT$14,540,000		 - -
  • 91 -
Year/
month		 Issue
price		 Authorized capital Authorized capital Paid-upcapital Paid-upcapital Comments
Shares
(1,000
shares)		 Amount
(NT$1,000)		 Shares
(shares)		 Amount
(NTD)		 Source of capital Subscriptions
paid with
property other
than cash		 Other
2015.11 - 6,550,000 65,500,000 3,617,848,930 36,178,489,300 Reduction of new restricted
employee shares in the amount of
NT$7,498,000		 - -
2016.02 - 6,550,000 65,500,000 3,617,159,130 36,171,591,300 Reduction of new restricted
employee shares in the amount of
NT$6,898,000		 - -
2016.05 - 6,550,000 65,500,000 3,616,471,930 36,164,719,300 Reduction of new restricted
employee shares in the amount of
NT$6,872,000		 - -
2016.08 - 6,550,000 65,500,000 3,615,716,830 36,157,168,300 Reduction of new restricted
employee shares in the amount of
NT$7,551,000		 - -
2016.11 - 6,550,000 65,500,000 3,615,353,570 36,153,535,700 Reduction of new restricted
employee shares in the amount of
NT$3,632,600		 - -
2017.01 - 6,550,000 65,500,000 3,672,829,150 36,728,291,500 New restricted employee shares in
the amount of NT$574,755,800
-		 -
2017.02 - 6,550,000 65,500,000 3,672,063,730 36,720,637,300 Reduction of capital for new
restricted employee shares in the
amount of NT$7,654,200		 - -
2017.05 - 6,550,000 65,500,000 3,671,002,330 36,710,023,300 Reduction of capital for new
restricted employee shares in the
amount of NT$10,614,000		 - -
2017.07 - 6,550,000 65,500,000 1,805,895,303 18,058,953,030 Capital reduction in the amount of
NT$18,651,070,270		 - Note 11
2017.09 - 6,550,000 65,500,000 1,805,028,142 18,050,281,420 Reduction of capital for new
restricted employee shares in the
amount of NT$8,671,610		 - -
2017.11 - 6,550,000 65,500,000 1,804,938,491 18,049,384,910 Reduction of capital for new
restricted employee shares in the
amount of NT$896,510		 - -
2018.02 - 6,550,000 65,500,000 1,804,775,803 18,047,758,030 Reduction of capital for new
restricted employee shares in the
amount of NT$1,626,880		 - -
2018.05 - 6,550,000 65,500,000 1,804,478,493 18,044,784,930 Reduction of capital for new
restricted employee shares in the
amount of NT$2,973,100		 - -
2018.09 - 6,550,000 65,500,000 1,840,574,009 18,405,740,090 Capital increase out of earnings in
the amount of NT$360,955,160		 - -
2018.11 - 6,550,000 65,500,000 1,840,291,935 18,402,919,350 Reduction of capital for new
restricted employee shares in the
amount of NT$2,820,740		 - -
2019.02 - 6,550,000 65,500,000 1,840,166,993 18,401,669,930 Reduction of capital for new
restricted employee shares in the
amount of NT$1,249,420		 - -
2019.05 - 6,550,000 65,500,000 1,840,144,856 18,401,448,560 Reduction of capital for new
restricted employee shares in the
amount of NT$221,370		 - -
2019.08 - 6,550,000 65,500,000 1,840,013,422 18,400,134,220 Reduction of capital for new
restricted employee shares in the
amount of NT$1,314,340		 - -
2019.11 - 6,550,000 65,500,000 1,839,927,014 18,399,270,140 Reduction of capital for new
restricted employee shares in the
amount of NT$864,080		 - -
2020.03 - 6,550,000 65,500,000 1,839,908,862 18,399,088,620 Reduction of capital for new
restricted employee shares in the
amount of NT$181,520		 - -
2020.07 - 6,550,000 65,500,000 1,856,309,082 18,563,090,820 New restricted employee shares in
the amount of NT$164,002,200
-		 -
2020.08 - 6,550,000 65,500,000 1,856,301,702 18,563,017,020 Reduction of capital for new
restricted employee shares in the
amount of NT$73,800		 - -
  • 92 -
Year/
month		 Issue
price		 Authorized capital Authorized capital Paid-upcapital Paid-upcapital Comments Comments Comments
Shares
(1,000
shares)		 Amount
(NT$1,000)		 Shares
(shares)		 Amount
(NTD)		 Source of capital Subscriptions
paid with
property other
than cash		 Other
2021.02 - 6,550,000 65,500,000 1,856,186,402 18,561,864,020 Reduction of capital for new
restricted employee shares in the
amount of NT$1,153,000		 - -
2021.05 - 6,550,000 65,500,000 1,856,127,002 18,561,270,020 Reduction of capital for new
restricted employee shares in the
amount of NT$594,000		 - -
2021.08 - 6,550,000 65,500,000 1,856,046,002 18,560,460,020 Reduction of capital for new
restricted employee shares in the
amount of NT$810,000		 - -
2021.11 - 6,550,000 65,500,000 1,856,017,802 18,560,178,020 Reduction of capital for new
restricted employee shares in the
amount of NT$282,000		 - -
2022.02 - 6,550,000 65,500,000 1,855,976,783 18,559,767,830 Reduction of capital for new
restricted employee shares in the
amount of NT$410,190		 - -
2022.05 - 6,550,000 65,500,000 1,855,925,783 18,559,257,830 Reduction of capital for new
restricted employee shares in the
amount of NT$510,000		 - -
2022.08 - 6,550,000 65,500,000 1,855,884,320 18,558,843,200 Reduction of capital for new
restricted employee shares in the
amount of NT$414,630		 - -
2022.11 - 6,550,000 65,500,000 1,855,854,341 18,558,543,410 Reduction of capital for new
restricted employee shares in the
amount of NT$299,790		 - -
2023.03 - 6,550,000 65,500,000 1,855,827,941 18,558,279,410 Reduction of capital for new
restricted employee shares in the
amount of NT$264,000		 - -
2023.05 - 6,550,000 65,500,000 1,855,826,441 18,558,264,410 Reduction of capital for new
restricted employee shares in the
amount of NT$15,000		 - -

Note 1: Letter Tai-Cai-Zheng (1)-Zi No. 03305 dated December 7, 1990 Note 2: Letter Tai-Cai-Zheng (1)-Zi No. 03489 dated December 24, 1991 Note 3: Letter Tai-Cai-Zheng (1)-Zi No. 00335 dated February 15, 1993 Note 4: Letter Tai-Cai-Zheng (1)-Zi No. 43729 dated November 5, 1994 Note 5: Letter Tai-Cai-Zheng (1)-Zi No. 49345 dated September 25, 1995 Note 6: Letter Tai-Cai-Zheng (1)-Zi No. 18164 dated March 26, 1996 Note 7: Letter Tai-Cai-Zheng (1)-Zi No. 95699 dated November, 1999 Note 8: Letter Tai-Cai-Zheng-1-Zi No. 0920139445 dated October 15, 2003 Note 9: Letter Tai-Cai-Zheng-1-Zi No. 0920161647 dated January 30, 2004 Note 10: Letter Jin-Guan-Zheng-1-Zi No. 0940156791 dated February 3, 2006 Note 11: Letter Jin-Guan-Zheng-Fa-Zi No. 1060022715 dated June 26, 2017

March 6, 2025 Unit: shares

March 6, 2025
Unit: shares
Type of stock Authorized capital Remarks
Shares issued and
outstanding (Note 1)		 Un-issued shares Total
Common stocks 1,855,826,441 4,694,173,559 6,550,000,000 Note 2

Note 1: 1,855,770,790 shares are public shares; 55,651 shares are private placement shares.

Note 2: Retained 650,000,000 shares of authorized capital for employee stock option certificates, and authorized the Board of Directors to issue the certificates in batches as needed. Retained 864,703,672 for conversion to

corporate bonds, which may be adjusted by resolution of the Board of Directors in view of the market situation and business needs.

  • 93 -

June 30, 2024

(II) Major Shareholders

June 30,2024
Name of Shareholders Shareholding Shareholding
Percentage (%)
Fuh Hwa Taiwan TechnologyDividend Highlight ETF 119,617,000 6.45%
Syue-RongShen 63,137,000 3.40%
CathayLife Insurance 33,998,000 1.83%
New Labor Pension Fund 32,647,271 1.76%
Robeco Capital Growth Funds 24,505,000 1.32%
Mercuries Life Insurance Co., Ltd. 24,000,000 1.29%
Vanguard Emerging Markets Stock Index Fund, A Series of
Vanguard International EquityIndex Funds		 23,847,737 1.29%
Shun Yin Investment Ltd. 22,587,265 1.22%
Miin Wu 13,440,809 0.72%
Vanguard Total International Stock Index Fund, A Series of
Vanguard Star Funds		 12,390,546 0.67%

Note: Base date of shareholding, which was the record date for the distribution of 2024 cash dividend.

(III) Dividend Policy and Implementation

  1. Dividend policy in the articles of incorporation

If there is a surplus in the Company’s annual final accounts, it will first be used to pay taxes and make up for accumulated losses before the next 10% is taken for legal capital reserve (except when the legal capital reserve has reached the amount of the total capital). A special capital reserve is listed or reversed in accordance with relevant regulations. The remaining balance and the undistributed surplus of the previous year are the shareholder dividends.

The Company belongs to a capital-intensive industry. In line with the long-term financial planning, all or part of the shareholder dividends in the preceding paragraph may be reserved as undistributed earnings depending on the resolution by the shareholders' meeting. The dividends will then be distributed in the following year, together or separately.

The Company prioritizes cash dividends for surplus distribution. However, the Company shall still be able to distribute the surplus as shares depending on the financial, business, or operational status. The ratio follows the principle of not exceeding 50% of the total distributable surplus for the year.

  1. Distribution of dividend proposed at the shareholders' meeting: On March 4, 2025, the Board of Directors proposed not to distribute dividends and submitted the proposal for approval at the Annual Shareholders’ Meeting on May 23, 2025.

  2. Expected material changes to the dividend policy: None.

  3. (IV) Effect to Business Performance and EPS of the Proposed Stock Dividends Distribution: Not applicable.

  4. (V) Compensation for Employees, Directors, and Supervisors

  5. Percentage or scope of compensation for employees, directors and supervisors provided in the Company’s Articles of Incorporation

According to the Articles of Incorporation, if there is profit for the year, 15% and 2% (or below) of the remaining balance should be allocated as employee and director compensation after

accumulated losses have been deducted from the profit. Employee compensation should also be distributed to employees of subordinate companies that meet certain conditions.

  • 94 -

  • The basis for estimating the amount of employee, director, and supervisor compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period

  • The company incurred a loss for the fiscal year 2024. In accordance with the company bylaws, no provision has been made for employee and director remuneration.

  • Distribution of compensation approved in the board of directors meeting: None.

  • Information of distribution of compensation of employees, directors, and supervisors for the previous year, and, if there are any discrepancies between the actual distribution and the recognized employee, director, or supervisor compensation, and the discrepancy, cause, and its treatment:

  • As the Company incurred a loss in 2023, in accordance with the provisions of the Company’s Articles of Incorporation and Shareholder’s resolution, no employee compensation or director remuneration was distributed, and therefore, no estimation was required.

(VI) Redemption of Common Stock: None.

  • II. Corporate Bonds: The Company’s second domestic unsecured convertible bonds were approved for registration in Letter Jin-Guan-Zheng-Fa-Zi No. 1130368163 from the Financial Supervisory Commission dated January 13, 2025. Up to the Printing Date of this Annual Report, they have not yet been issued.

III. Preferred Shares: None.

IV. Global Depository Receipts: None.

V. Employee Stock Options : None.

VI. Employee Restricted Stock Awards : None.

VII. Mergers, Acquisitions or Issuance of New Shares for Acquisition of Shares of other Companies: None.

  • VIII. Financing Plans and Implementation: Please refer to the Market Observation Post System (website: https://mopsov.twse.com.tw/mops/web/index) under “Investment ” ”

  • Section → “Fundraising Plan Execution Section.

  • 95 -

Chapter Ⅳ . Operation Summary

I. Business Activities

(I) Scope of Business:

1. Main Business:

The Company and subsidiary main business concentrates on the design, manufacture, sales, and foundry services of integrated circuits and memory chips, as well as the commissioned design, development, and consultancy of relevant products. The Company concurrently engages in the import and export of relevant affairs.

  1. Business Proportion
Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Products 2023 2024
Net Revenue % Net Revenue %
Flash 16,959,567 61.40% 18,325,092 70.80%
ROM 9,036,841 32.71% 5,403,832 20.88%
Foundry 1,619,489 5.86% 2,143,461 8.28%
Others 7,711 0.03% 11,090 0.04%
Total 27,623,608 100.00% 25,883,475 100.00%
  1. Current Products and Service of the Company
Product and Service Category Main Projects
Non-Volatile Memory IC Flash Memory (NOR Flash, NAND Flash)
Embedded Multi Media Card (e.MMC™)
Read-Only Memory (ROM)
Wafer Foundry Services Sub-micron logic process / high voltage CMOS and BCD
process
BCD and logic processes of embedded non-volatile memory
(NVM)

The Company, an integrated device manufacturer in the non-volatile memory (NVM) market, provides memory IC and storage solutions with a wide range of specifications and capacities, including ROM, NOR Flash Memory, NAND Flash Memory, and e.MMC™. The summary is as follows:

  • The ROM product line mainly focuses on customized applications.

  • The NOR Flash Memory product line provides comprehensive storage capacity support, delivering high quality, high performance, low power consumption, portability, and competitive costs to address the market needs of various applications.

  • The NAND Flash Memory product line focuses on SLC products, offering higher storage capacity than the NOR product line to meet the growing demand for higher capacity in diverse applications.

  • Leveraging 2D MLC NAND and 3D TLC NAND technology, the e.MMC™ product line employs advanced memory read/write control capabilities to produce high-quality, high-performance, low-power, compact solutions with increased storage capacity.

In the embedded applications market, the Company has three product lines: NOR Flash Memory, NAND Flash Memory and e.MMC™, forming a complete layout of low, medium, and high-capacity solutions.

  • 96 -

4. Plans for New Product Development

  • ※ 3D NAND Flash: Projects for the third and fourth generations.

  • ※ e.MMC control chip project for 3D NAND Flash.

  • ※ NOR Flash: 45-nanometer product series plan.

  • ※ NOR Flash: High-speed interface enhancement plan for protective and encrypted storage chips.

  • ※ 3D NOR Flash: Plan for the industry's highest single-chip NOR Flash storage capacity.

(II) State of the Industry

  1. Industry Development and Competition

Memory IC can be divided into two types according to their functions. Volatile memory refers to the memory that loses data when the power has been switched off, such as DRAM and SRAM. On the other hand, non-volatile memory retains the memory even when the power is switched off. The Company specializes in non-volatile memory, especially Flash Memory and ROM (read-only memory).

Flash Memory can be read and written repeatedly, and is widely used in consumer electronics, communications, information, mobile phones, automotive, smart medical devices and industrial fields. The Company is the world's leading supplier of NOR Flash and SLC NAND Flash. It has the advantages of sound finance, stable supply, a 12-inch wafer lab, and production capacity. It will grow with the development of emerging applications in the future.

The special feature of ROM is that the data cannot be modified after storage. The main advantage is large storage capacity with low cost. Its application focuses on electronic gaming cards, electronic toys, and game consoles. The industry has become application-oriented. The Company has long been ranked as the largest ROM supplier in the world, with more than half of the market share.

  1. Correlation with Upstream, Midstream, and Downstream Sections of the Industry

==> picture [428 x 199] intentionally omitted <==

----- Start of picture text -----

Upstream Midstream Downstream
Consumer
Electronics
Communication
Industry
Information
Industry
Wafer Chemical
Substrate
Material ingredients Industry and
Others
Mask
IC design
IC Package
IC Wafer Test IC Final Test
IC manufacturing
----- End of picture text -----

Source: ITRI Industrial Economics and Knowledge Center

The Company provides customers with a complete range of flexible solutions from R&D, manufacturing to backend package testing and is one of the few professional suppliers in the world that specialize in non-volatile memory.

  • 97 -

(III) Overview of Technology and Research & Development

  1. R&D Expenses
R&D Expenses R&D Expenses R&D Expenses
Unit: NT$thousands
Year
Item		 2023 2024
R&D expenses 5,785,863 6,730,413
OperatingRevenue 27,623,608 25,883,475
% of R&D expenses to OperatingRevenue 20.95% 26.00%

2. Successfully Developed Technologies or Products

In recent years, the Company has successfully implemented product and technology innovations to extend its superior product competitiveness.

  • (1) Technology Innovation

  • ※ Adopt big data and artificial intelligence (AI) to establish an exclusive system platform for improving the performance and quality control of semiconductor mass production. Become the world's first semiconductor company to elevate the product defect rate measurement indicator from PPM (parts per million) to PPB (parts per billion) level.

  • ※ Use various AI technologies to establish an exclusive production process R&D platform to improve resource efficiency and shorten development time.

  • ※ Build proprietary design and mass production process technology of 3D NAND flash.

  • ※ The Company’s mature proprietary 0.11 µm embedded non-volatile memory technology and 0.18 µm BCD (Bipolar-CMOS-DMOS) technology are integrated into foundry services to meet demands of the MCU and analog IC-related markets.

(2) Product Innovation

  • ※ For automotive electronics and Internet of Things applications, the Company has proposed an innovative protection and encryption ArmorFlash product series, and won the “Best Memory Product of the Year” at the “EE Awards 2021 (Asia Award).”

  • ※ In response to the design and development trend of lower power consumption and energysaving efficiency, the Company launched the 1.2V SPI NOR flash product series, which saves more than 50% power than the 1.8V product series, and won the “Best Memory Product of the Year” at the “EE Awards 2022.”

  • ※ To meet the demand for high performance, the Company proposed the OctaFlash product series, which doubled the maximum speed of SPI NOR flash in the industry and won the “Best Memory Product of the Year” at the “EE Awards 2023.”

  • ※ In response to the need for upgrading encryption protection in existing systems, the Company has introduced the ArmorBoot product series to meet various protection strength requirements. The series was recognized as the “Best Memory Solution” of the Year at the “EE Awards Asia 2024.”

  • ※ Due to our independent development and mass-production of 3D NAND Flash, the Company has become one of the few suppliers in the industry that has high-quality products of both NOR flash and NAND flash in the world.

(3) Intellectual Rights Achievements

  • ※ Philosophy: The Company is persistent in its pursuit of innovation and invention and regularly reports on various issues related to intellectual property achievements to the board of directors.

  • ※ Strategy: In today's international industrial competition, intellectual property rights and legal offense and defense are gradually becoming the weapon used in the competition for

  • 98 -

strategic technologies. As one of the leading global provider of comprehensive solutions, the Company focuses on the planning, deployment, production, and accumulation of both quality and quantity in its intellectual property strategy network and legal offense-defense efforts. This is done to ensure the protection of its assets and high-value products and services through innovative, high-quality technological intellectual property assets and well-planned legal strategies.

  • ※ Management and Execution: To encourage employees to pro-actively submit their inventions, the Company has established the Intellectual Property Management and Incentive Guidelines, and has also introduced the Intellectual Property Rights and Patent Service Network to incorporate and implement the production and maintenance of intellectual property.

  • ※ Patent Achievement: The Company values R&D and innovation, and actively applies for patents as a form of intellectual property rights. By the end of 2024, the Company has obtained 3,515 patents in the U.S., 3,399 patents in Taiwan, 2,329 patents in China, and 367 patents in other countries. More than 1,300 patents are pending in the patent offices of different countries. The Company will continue to seek the protection of patent and intellectual property rights for the innovative technologies it has developed.

  • ※ Global Legal Defense: Through close collaboration with quality lawyers and technical teams both domestically and internationally, our Company has successfully prevented patent troll threats multiple times via negotiations, settlements, litigation, or arbitration. We have also counter-attacked and won lawsuits against major U.S. and Japanese companies, obtaining large compensation or exemptions from royalty payments (for further information to the Company’s annual stock market observation announcements).

(IV) Short/Long-Term Business Development Plans

1. Short-term

  • ※ Develop 3D NAND Flash customized product solutions for video games and entertainment to enhance the business growth of niche-based applications.

  • ※ Promote the compact nature of NOR Flash in order to increase adoption in consumer electronics, information applications, and IoT.

  • ※ Make good use of the high quality of the Company’s products and the excellent production management to develop high value-added business in automotive electronics and medical electronics.

  • ※ The Company’s mature proprietary embedded non-volatile memory logical platform and BCD (Bipolar-CMOS-DMOS) technology are integrated to provide foundry services in MCU, IoT, and analog and smart power management IC related markets and make international leaders in related markets our long-term clients.

2. Long-term

  • ※ Develop high-capacity NOR Flash and 3D NAND Flash technologies and products to provide solutions for high-value storage.

  • 99 -

II. Market and Sales Overview

(I) Market Analysis

1. Net Revenue by Geography

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Year
Geography		 2023 2024
Net revenue % Net revenue %
Domestic 5,475,358 19.82 6,446,336 24.90
Export Japan 10,324,765 37.38 6,200,788 23.96
USA 1,684,168 6.10 1,908,983 7.37
Europe 3,605,977 13.05 3,265,744 12.62
Asia 6,533,340 23.65 8,061,624 31.15
Subtotal 22,148,250 80.18 19,437,138 75.10
Total 27,623,608 100.00 25,883,475 100.00

2. Market Share

(1) ROM

The Company’s ROM products account for more than 50% of the global market and has been

firmly established as the market leader.

(2) NOR Flash

We remain a global leader in non-volatile memory devices with the market share of our NOR flash product line reaching approximately 16.1% in 2024.

3. Competitive Niches

The Company has been developing ROM and Flash technology and products for more than 30 years. The continuous innovation enhances competitiveness while maintaining stable product quality and supply. Recently, IoT, smart medical devices and automotive electronics applications are in the ascendant. One of the trends is the need to integrate NOR Flash into compact wafer products. The Company’s emphasis on quality and supply is its competitive advantage.

  1. Favorable and Unfavorable Factors Affecting the Company’s Development Prospects and Corresponding Countermeasures

The Company’s operations and finance are currently sound and stable. The independent technologies and production of Flash Memory and ROM, and stable supply has won customers' trust as The Company’s competitive advantage.

In order to achieve sustainable development, the Company will continue to develop advanced non-volatile memory technology and update the 12-inch fab equipment to create an advanced R&D environment and production base. Our goal is to provide customers with superior products and services in order to gain a stable foothold in the industry.

  • 100 -

(II) Important Applications and Production Processes of the Primary Products

1. Major Uses of the Primary Products

Product Category PrimaryProducts Use and Function
Non-Volatile Memory IC Flash Memory Used in mobile phones, set-top boxes, IoT,
personal computers, artificial intelligence,
automotive electronics, medical
technology, industrial applications, storage
equipment, network devices, tablets,
wireless communications (Bluetooth,
WLAN, 5G), and large entertainment
equipment.
e.MMC™ Mainly used in industrial and network
communication products, automotive
assisted driving control and audio-visual
entertainment systems, smart medical
equipment, etc.
ROM Mainly used in TV game cards, electronic
entertainment equipment, electronic toys
and so on.
Wafer Foundry Services Sub-micron logic process /
high voltage CMOS and
BCDprocess		 Providing high-voltage CMOS
manufacturing technology in order to
serveanalogIC designcustomers.
BCD and logic processes of
embedded non-volatile
memory (NVM)		 Provides integrated technology of BCD
and logic processes of embedded NVM to
serve microcontroller and smart power
management IC design customers.

2. Production Process

==> picture [480 x 84] intentionally omitted <==

==> picture [480 x 83] intentionally omitted <==

  • 101 -

(III) Supply of Primary Raw Materials

The ICs manufactured by our fabs are mainly made of silicon wafers, photoresist chemicals, and special gases. The suppliers are well-known large factories at home and abroad, with stable supply and excellent quality.

  • (IV) Suppliers/Customers Accounted for at Least 10% of Purchase/Sales and Respective Amount and Percentage

1. Information on Major Suppliers in the Last Two Fiscal Years

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
2023 2024
Item Name Amount Percentage of
Annual Net
Purchase (%)		 Relationship
with the
Issuer		 Name Amount Percentage of
Annual Net
Purchase (%)		 Relationship
with the Issuer
1 Supplier A 1,282,576 17.34 Related
party		 Supplier A 550,618 8.06 Related party
Others 6,112,311 82.66 Others 6,283,803 91.94
Net
Purchase		 7,394,887 100.00 Net
Purchase		 6,834,421 100.00

Note1: Names of suppliers taking up more than 10% of the total purchase for the last two years and the amount as well as percentage are listed. However, because the contract stipulates that the name of the supplier should not be disclosed, or the counterparty is an individual but not a related party, it can be represented by a code instead. Note 2: The increase/decrease is caused by changes in market trends and customer demands.

2. Information on Major Customers in the Last Two Fiscal Years

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
2023 2024
Item Name Amount Percentage
of Annual
Net Sales
(%)		 Relationship
with the
Issuer		 Name Amount Percentage
of Annual
Net Sales
(%)		 Relationship
with the Issuer
1 Customer A 9,123,959 33.03 Related
party		 Customer A 5,456,930 21.08 Related party
Others 18,499,649 66.97 Others 20,426,545 78.92
Net Sales 27,623,608 100.00 Net Sales 25,883,475 100.00

Note 1: Names of customers taking up more than 10% of the total sales for the last two years and the amount as well as percentage are listed. However, because the contract stipulates that the name of the customer should not be disclosed, or the counterparty is an individual but not a related party, it can be represented by a code instead. Note 2: The increase/decrease is caused by fluctuating customer needs.

  • 102 -

III. Employees Information

(I) Company Employees Information

Year Year Year 2023 2024 By the End of
March 6 2025
Number of employees Management Personnel 706 667 628
R&D and Technical
Personnel		 1,713 1,721 1,684
Operators 1,386 1,425 1,391
Total 3,805 3,813 3,703
Average age 39.2 years old 38.8 years old 39.1 years old
Average Length of Service 12 years and
1 months		 12 years and
5 months		 12 years and
7 months
Education Level
(%)		 PhD 2 2 1.9
Master's Degree 32.9 33.5 32.4
Bachelor's 46.8 46.1 47.2
High School 18.1 19.2 18.3
Below High School 0.2 0.2 0.2

(II) Subsidiary Employees information

2023 2024 By the End of
Year
March 6 2025
Management Personnel 112 108 107
155
R&D and Technical Personnel 153 160
Number of
employees 0
Operators 0 0
Total 265 268 262
41.8 years old
Average age 41.0 years old 41.4 years old
9 years and
11 months		 10 years and
7 months		 10 years and
11 months
Average Length of Service
PhD 0.8 0.8 0.4
Master's Degree 37.7 39.2 38.5
Educational Level Bachelor's 59.2 57.8 58.8
(%)
High School 2.3 2.2 2.3
Below High School 0.0 0.0 0.0
  • 103 -

IV. Environmental Protection Expenditures

  • (I) Any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in environmental inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided.

The Company has not been penalized for polluting the environment in the most recent fiscal year and up to the printing date of this annual report. The Company will continue to keep up with equipment maintenance and the implementation of an environmental management system in the future.

  • (II) Countermeasures and Expenditures

  • 1.The Company’s investment and improvement fees in environmental protection engineering, equipment operation maintenance fee, depreciation expenses for environmental protection equipment, clearance and disposal fees, and detection, project research, and training expenses amounted to NT$273,719,000 in 2024.

  • Impact on competitive position and capital expenditures:

  • (1) The Company promotes energy-saving, water-saving, and waste reduction by investing in and maintaining various pollution prevention equipment. The Company continues to work toward the goal of establishing a green wafer plant that is high in efficiency and low in pollution.

  • (2) The Company has established the "ISO 14001 Environmental Management System", "ISO 14064-1 Guidelines for quantification and reporting of greenhouse gas emissions and removals at the organization level", "IECQ QC 080000 Hazardous Substance Process Management System", etc., and continues to invest manpower in the promotion and maintenance of strengthening its competitive edge on the international stage.

  • (3) The Company has received the Green Partner certificate from customers in meeting their requirements for “Green Products”.

  • (4) The Company has been recognized and praised by competent authorities numerous times over the years. The awards received in 2024 are as follows:

    • ‧ Recognized as an “Excellent Green Procurement Unit” by the Ministry of Environment for the year 2023

    • ‧ Recognized as an “Excellent Green Procurement Unit” among private enterprises and organizations by Hsinchu City in 2023

    • ‧ Certificate of Appreciation for Adopting Hsinchu City Eco-Friendly Bicycle Paths by the Hsinchu City Government.

    • ‧ Participation in the Tribute to the Ocean –Joint Autumn Beach Cleanup Activity of Taoyuan, Hsinchu City, Hsinchu County and Miaoli

    • ‧ Excellence in Landscaping and Environmental Protection Competition (Fab 2).

  • (5) Purchase domestic and overseas products and services with eco-friendly, energy conservation, and water conservation marks and carbon reduction labels and renewable energy to fulfill our corporate social responsibility.

  • (6) Based on respect and care toward social responsibility, the Company will continue to engage and invest in environmental protection in order to achieve the goal of sustainable development.

  • 104 -

(III) The Company’s Measures in Response to Restriction of Hazardous Substances (RoHS)

With the trend of green consumption awareness and the increasingly strict international environmental protection regulations, the Company strives to manage chemical substances in product components in addition to efforts of reducing environmental pollution caused by the production process. Our efforts in the green products area include:

  1. Green Products

  2. (1) The products comply with the requirements of the European Union's Restriction of Hazardous Substances (RoHS).

  3. (2) The products meet the requirements of the European Union's Substance of Very High Concern (SVHC) and ELV (End-of-Life Vehicle).

  4. (3) No "conflict minerals" are used in the products (conflict minerals refer to minerals such as gold, tin, tungsten, tantalum and those related to labor exploitation in the Democratic Republic of the Congo and its adjoining countries).

  5. (4) The products have obtained green product certificates from internationally renowned customers such as Sony.

  6. Management System

  7. (1) In September 2007, the Company passed the certification of the IECQ QC 080000 Hazardous Substance Process Management System. It obtained the certification once again in 2024, which ensured the effectiveness of green products management.

  8. (2) The Company Implements Risk Assessment of Suppliers (RAS) to ensure that the EU RoHS Directive and the requirements of SVHC are implemented both for the upstream and downstream of the supply chain, in compliance with international regulations and customer specifications.

V. Labor Relations

(I) Employee Benefits

  1. Labor insurance and national health insurance: Employees' insurance and national health insurance coverage is handled according to laws and regulations. The employees enjoy the protection of both labor insurance and national health insurance from the first day of work.

  2. Group insurance: Employees are covered by the Company’s group insurance policies since the first day of work. The premiums are paid by the Company according to their positions. Group insurance is also open to the employees' family members provided that the employees pay the premiums, which provides extra protection and care for their families.

  3. Cancer insurance: The employees receive cancer insurance coverage from the first day of work with the premiums borne by the Company. The employees can opt to pay for the same coverage for their spouses and children.

  4. Travel insurance for business trips abroad: Employees' travel insurance is provided by the Company during business trips, covering incidents such as accidental death, injuries, and medical care.

  5. Restaurants, accommodation, transportation, free parking space, and healthcare services.

  6. Bonuses and employee benefits

  7. Employee recreation and fitness center: The center is equipped with a 50-meter heated swimming pool, a hydrotherapy SPA, a children's swimming pool, an aerobics classroom, a fitness room, a massage room, karaoke, courses for billiard, table tennis, badminton, and squash, a family reading room, a children's play room, a video game room, and a common room.

  8. Employee Welfare Committee: In order to promote employee welfare, the Company has set up the Employee Welfare Committee in accordance with the provisions of the Employee Welfare Fund

  9. 105 -

Act. The Company sets aside employee welfare fund to organize various welfare measures, activities, and the operation and management of employee clubs.

(II) Staff Training and Development

The Company held a total of 2,919 internal and external training courses in 2024. The average training hours of employees were 71.1 hours. The total number of trainees was 86,759 and the total number of their training hours was 273,705 hours. The total training cost was NT$19,214,188.

The Company’s performance management system is closely integrated with individual development plans. Performance interviews are conducted twice a year to examine the setting of individual performance goals and the achievement of individual performance goals and organizational goals. Employees can communicate and discuss with supervisors face-to-face based on the individual job performance and career development needs. A personal development plan is customized to develop various professional knowledge and skills in a step-by-step manner.

※ Comprehensive Learning Development System

The learning development system of the Company is planned according to its strategies, job requirements, and individual development.

==> picture [363 x 243] intentionally omitted <==

The Company’s training is designed based on the principles of advancement, function, planning, and continuity. Through a clear and strategically oriented system structure, the Company provides clear and detailed learning maps for the employees to understand their learning path.

  1. The Company’s learning roadmap system consists of four categories:

  2. (1) A newcomer roadmap is designed for new recruits to shorten the adjustment period and quickly integrate into corporate culture.

  3. (2) A competency roadmap is developed in accordance with the Company’s values, in the hope that employees can demonstrate behavior in line with the Company’s expectations.

  4. (3) The management roadmap is developed for different management levels in order to strengthen their management capacity step-by-step.

  5. (4) Professional roadmaps are developed according to professional competences required in different fields of work; internal and external lecturers are employed to carry out professional training courses to strengthen employees' professional capacity.

  6. 106 -

  7. Other training courses:

  8. (1) Providing language learning in line with individual needs to strengthen employees' language skills and competitiveness; organizing computer application software courses to improve work efficiency.

  9. (2) Offering opportunities for employees to participate in foreign academic seminars to understand the latest development trends of technology and industry abroad; providing opportunities of working overseas which can increase international vision and personal competitiveness

※ Diverse Learning Channels

The Company offers different learning channels to meet different employee learning needs.

==> picture [139 x 121] intentionally omitted <==

  1. Internal training:

The Company hires internal and external lecturers to hold various training courses in the Company.

  1. External training:

The employees can participate in external training courses and seminars that are closely related to work.

  1. On-the-job training:

Through professional learning in the workplace, the employees can "learn by doing" and acquire the knowledge and skills necessary for work.

4. Online learning:

The employees can use the Internet to learn without the limits of time and space and learn according to their individual learning speed.

  1. Self-learning:

The employees can engage in cross-disciplinary learning of knowledge, skills, etc. according to their personal career plan. They can also advance individual learning through reading or participating in on-the-job training courses.

※Comprehensive Training Facilities

Macronix Academy's comprehensive facilities and professional equipment enable each employee to study in a good environment.

  1. Audio-visual study room: With multimedia computers, books, CDs, video tapes, and audio tapes, the rich learning channel allows employees to learn without boundaries.

  2. 2.Training classroom: Several lecture halls and group discussion rooms provide appropriate learning environment according to the curriculum design.

  3. Computer classroom: One person is equipped with one computer to maximize learning efficiency.

  4. International lecture hall: The hall can accommodate 250 people, and it is the ideal venue for large-scale training, seminars, and lectures.

  5. Library: There are a large number of books, periodicals, and audio-visual materials to meet diverse reading needs.

  6. 107 -

(III) Retirement system

The Company’s retirement policy is set according to the relevant provisions of the Labor Standards Act, and the “Retirement Reserve Supervision Committee” has been set up to supervise and manage the retirement reserve. In addition, pension is withheld according to the relevant provisions of the Labor Pension Act.

(IV) Employee Working Environment and Personal Safety Protection Measures

In order to achieve sustainable management, the Company implements Environmental Safety and Health Policy and lays emphasis on corporate social responsibility. It has obtained outstanding achievements in protecting the environment as well as the safety and health of employees. It has won many awards from the government and recognition from customers. The specific management measures include:

  1. Management System

  2. (1) Passed verification from ISO 14001 Environmental Management System, ISO 45001 Occupational Safety and Health Management System, and TOSHMS Taiwan Occupational Safety and Health Management System. The management system operates excellently and was honored with the "Outstanding Performance Recognition Award for Occupational Safety and Health Management System" by the Occupational Safety and Health Administration, Ministry of Labor in the year 2024.

  3. (2) Verified by the IECQ QC080000 Hazardous Substance Process Management System. The products meet the requirements of EU RoHS and have obtained the Green Product (GP) certificates from international customers.

  4. (3) Passed the verification "IOS 14064-1 Guidelines for quantification and reporting of greenhouse gas emissions and removals at the organization level".

  5. Environmental Protection and Safety Management

  6. (1) Implementing strict and comprehensive monitoring of the work environment and monitoring air quality on site 24 hours a day to ensure the health and safety of employees.

  7. (2) Complying with laws and regulations as well as customer requirements to regularly identify and review environmental safety management measures.

  8. (3) Setting up various environmental pollution prevention measures (water, air, waste, toxic waste, and noise) and strictly monitoring the quality of the environment.

  9. (4) Implementing "Green Procurement" to purchase equipment or product with the domestic and foreign Environmental Protection Label, such as "Environmental Protection Label" from the Environmental Protection Administration or the "Energy Conservation Label" and "Water Conservation Label" from the Ministry of Economic Affairs, which include energy-saving lamps, water dispensers, personal computers and their peripheral equipment, etc. to realize corporate social responsibility; recognized as an Excellent Green Procurement Unit in the private sector by the Hsinchu Municipal Government in 2024.

  10. (5) Fully providing employees with personal protective equipment (PPE) and comprehensive safety, health, and environmental protection training.

  11. (6) Establishing an Emergency Response Team (ERT) with dedicated staff on call 24 hours a day and establishing a Business Continuity Plan (BCP), implementing training, to ensure the safety of all employees and the Company’s factory buildings.

  12. (7) Regularly inspecting the fire safety equipment and complying with the buildings' public safety; regularly holding evacuation drills to improve staff resilience.

  13. 108 -

  14. (8) Regularly improving and reviewing human factors in the work environment to provide employees with a comfortable work environment.

  15. (9) Assisting the Hsinchu Science Park Administration Bureau to organize the work safety and environmental protection promotion month.

  16. (10) Adopting the Hsinchu Environmental Bikeway and implementing environmental protection public welfare events; receiving the Air Quality Purification Areas Excellence Award from the Ministry of Environment.

3. Health Management

  • (1) Regularly holding employee health promotion activities and providing quality health management services. The Company won the "National Excellent Healthy Workplace – Health Model Award" from the Ministry of Health and Welfare in 2022.

  • (2) Regularly bringing doctors on site to provide employee health consultation and health promotion activities, as well as conducting health risk assessment and graded health management.

  • (3) The responsible unit collects the latest epidemic prevention information to strengthen the epidemic prevention management, provides vaccination services and gives "anti-epidemic packages" for employees on business trips abroad to protect their health.

  • (4) According to the domestic and international pandemic situation, review and adjust emergency response plans to prevent the impact of the pandemic on Company operations and to protect the health of our employees and visitors.

  • (5) Improving the employee assistance program and providing the best psychological counseling services.

  • (6) Implementing maternal health protection measures to take care of pregnant employees and implementing the principle of three noes (no night shifts, no carrying heavy loads, and no engaging in free radiation operations) to build a friendly workplace.

  • (7) Regularly monitoring the work environment to ensure a good working environment and protect employee health.

  • (8) Conducting spot checks of food ingredients such as meat, oil, and flour products in the Company’s kitchen; entrusting government-accredited institution to inspect and ensure the safety of employees’ food.

  • (9) Setting up a "breastfeeding room" for employees, which has gained employee satisfaction with its lovely environment and comprehensive equipment and received the triennial "Excellence Award" from the Hsinchu City Public Health Bureau.

(V) Measures for Safeguarding Labor Agreements and Employees' Rights and Interests

  1. The Company regularly organizes various meetings as channels of communication, including orientation, departmental meetings, cadre meetings, and labor-management meetings, etc. The goal is to facilitate communication and ensure all opinions are heard.

  2. The Company has set up the "No Topic is Off Limits" suggestion box for the employees to communicate and express their opinions. Employees can make inquiries, suggestions, and complaints through the suggestion box.

  3. The Company has set up a paper and digital bulletin board to facilitate timely delivery of information that is relevant to the employees' rights and interests.

  4. "Regulations Governing Sexual Harassment" has been developed to prevent sexual harassment and maintain gender equality at work, detailing the prevention, complaint filing, and punishment of sexual harassment.

  5. 109 -

  6. The Company has set up the "Our Family Employee Relationship Portal Website" as a channel of communication with features including an interface for communicating employee needs directly with the management team, information sharing, lifestyle tips sharing, passing on culture, and employee assistance. Positive behavior is encouraged to enhance motivation and maintain a harmonious labor-management relationship.

  7. (VI) List any Losses Suffered by the Company in the Most Recent Fiscal Years and Up to the Annual Report Publication Date Due to Labor Disputes, Including any Violations of the Labor Standards Act found in Labor Inspection, Specifying the Disposition Dates, Disposition Reference Numbers, the Articles of Law Violated, the Substance of the Legal Violations, and the Content of the Dispositions, and Disclosing an Estimate of Possible Expenses that Could be Incurred Currently and in the Future and Measures Being or to Be Taken. If a Reasonable Estimate Cannot Be made, an Explanation of the Facts of Why It Cannot Be Made Shall Be Provided.

Over the years the Company has earned many high recognitions by the competent authorities and also was awarded the following awards: Sports Enterprise Certification /Sports Administration, Ministry of Education, Platinum Level / Responsible Business Alliance, Award of Excellent Enterprise for Corporate Sustainability Report -Occupational Safety and Health Targets / Occupational Safety and Health Administration, Ministry of Labor. For more award records please refer to the Company’s Sustainability Report.

VI. Information Security Management

(I) Information Security Management Strategy, Framework, and Efficacy

1.Information Security Policy

Information security is an important issue for the Company’s operation. The Company has formulated the information security policy and established related management systems, which are announced on the company website, to protect the Company’s information assets from internal, external, intentional, or accidental threats and damages, lower the incidence of information security incidents and mitigate risks arising from the incidents to an acceptable level.

With proactive action to protect the confidentiality, integrity, and availability, the Company could comply with requirements of the competent authorities and related regulations and ensure the normal operation of the Company’s business.

2.Information Security Management Organization and Its Responsibilities

The Company appointed a chief information security officer in accordance with the” Regulations Governing the Establishment of Internal Control Systems by Public Companies” to strengthen the information security administration and information protection. Furthermore, to implement our information security policies and ensure the purposes of information security management could be achieved, we established the Information Security Committee led by the Chief Information Security Officer and the highest-level management from all divisions and business units serving as representatives. In addition, we formed the Information Security Core Team and the Information Security Task Force to implement related affairs.

The Information Security Committee convenes annually on a regular basis, covering a wide range of topics, including information security policy, management, review and improvement, annual budget, work plans, and results reports. Additionally, the president reports important results to the Board of Directors quarterly.

  • 110 -

==> picture [236 x 142] intentionally omitted <==

Organization Work Responsibilities
Information
Security
Committee		 1. Draft the Company’s information security policy
2. Review and implement various information security management
systems
3. Formulate or review major working plans for information security
Information
Security Core
Team
1. Formulate the objectives and implementation scope of the
information security management system
2. Formulate the information security management system and related
regulations
3. Approve the information security audit plan and track improvements
4. Review the implementation progress of information security
management operations
5. Supervise the implementation of BCP drills
6. Review and implement the management methods of information
security of each unit
7. Review the implementation status of information security awareness
training
8. Execute the resolutions of the Information Security Committee
9. Promote and implement information security maintenance and
management measures
10. Coordinate the Information Security Task Force's implementation
of information security operations
Information
Security Task
Force
1. Perform information security maintenance and management
operations
2. Act as the information security window of each unit and assist in the
promotion of security maintenance and management measures
3. Promote and communicate information security related matters
4. Execute the resolutions of the Information Security Core Team
5. Propose recommendations for the improvement of information
security maintenance and management measures

Information Security Organizations and Its Responsibilities

3. Information Security Management Framework

The Company’s information security management framework consists of information security policy, information security organizations, information security strategies, information security management regulations, and information security control mechanisms, etc. To achieve information security management objectives and ensure the confidentiality, integrity, and availability of information assets, the Company has incorporated security management regulations and implemented information security control mechanisms, e.g. information security defense and data protection networks. Additionally, the Company also uses the intelligent information security reporting system to monitor and handle anomalies. Through the Plan-Do-Check-Act cycle, the Company reviews and refines its information security management framework to minimize the risk of information security incidents, mitigate their impact on corporate operations, and further safeguard the information security of the Company, shareholders, employees, customers, and suppliers.

  • 111 -

==> picture [184 x 137] intentionally omitted <==

4. Specific Objectives for Information Security Management

Furthermore, to enhance employees' information security awareness and ensure they fulfill their responsibility in maintaining the Company’s information security, the Company actively conducts awareness classes to remind employees to comply with its information security management regulations. Through conducting social engineering exercises, publishing information security e-newsletters in both Chinese and English, and organizing awareness meetings of the Information Security Task Force, etc., the Company raises awareness about the regulations concerning trade secrets and other intellectual property rights, confidential information, personal data protection, and shares real-world cases of virus prevention, hacking defense, and fraud prevention to strengthen employees' information security defense awareness. To ensure that business partners are also aware of the Company’s information security management regulations, suppliers and contractors must acknowledge and agree to comply with the information security protection clauses of the Code of Conducts Compliance Certificate, before collaborating with the Company. Additionally, external personnel must complete information security classes and pass an assessment before entering the Company.

Moreover, to stop various information security threats and protect corporate information assets, the Company continues to strengthen its information security defense and data protection networks. Account permission control mechanisms are implemented based on employees' job roles for the use of computers, IT equipment, and network resources. Additionally, data loss prevention systems, data encryption, and document management tools are utilized to ensure that data creation, modification, transmission, storage, and deletion are all properly managed, maintaining confidentiality, integrity, and availability.

To prevent and mitigate damage caused by hacker attacks, the Company also has implemented relevant protective measures, e.g. firewalls and intrusion prevention systems. Additionally, all incoming devices are strictly required to undergo antivirus scanning to prevent malware from entering the Company’s systems. Network segmentation controls are in place to prevent the cross-zone spread of computer viruses. Endpoint anti-virus and anti-hacking measures have been deployed, with real-time monitoring and anomaly resolution facilitated by the Security Operations Center (SOC) and the intelligent information security reporting system. Furthermore, critical systems have redundancy structures and data backup mechanisms. Each year, business units are invited to participate in information security incident response and disaster recovery drills to ensure corporate resilience.

To enhance the standard of supply chain information security protection and mitigate supply chain information security risks—preventing potential impact on the Company’s operations due to supplier information security incidents—the Information Security Core Team annually dispatches personnel to conduct supplier information security audits and tracks corrective actions for deficiencies.

To assess the strength of the Company’s information security systems, the Company adopted third-party information security assessment tools such as Security Scorecard and SEMI's information security risk rating services to monitor vulnerabilities. Additionally, regular vulnerability scans of critical IT equipment are performed, and red team penetration testing by ethical hackers along with external information security audits are conducted. To ensure the effectiveness of information security management measures, the Information Security Core Team reviews the implementation results of relevant operations every week.

5. Achievements of the Promotion of Information Security

In 2024, the Company has implemented multiple information security strengthening initiatives. In addition to successfully completing the ISO 27001:2022 transition certification for information security management systems, third-party information security assessment tools Security Scorecard and Panorays both rated the Company above 96 points, exceeding the global manufacturing industry average. An

  • 112 -

information security insurance consultant evaluated the Company’s information security maturity based on 106 standards across the six core functions of the National Institute of Standards and Technology Cyber Security Framework (NIST CSF). In the identify (ID), protect (PR), detect (DE), respond (RS), and recover (RC) functions, the Company has shown significant improvement compared with last year. In 2024, there were no reported incidents of personal data or privacy breaches involving employees, customers, or suppliers.

The key execution results are summarized in the figure below ("Results of Information Security Measures Implementation").

==> picture [434 x 298] intentionally omitted <==

Results of Information Security Measures Implementation

6. Investment of Resources in Information Security Management

The Company actively invested into the establishment and maintenance of defense measures and hedging mechanisms for its information security management needs. Such include more than 100 people of information security personnel and allocation of over 10% of the information-related budget for the information security. Key items are as follows:

  • (II) In the Most Recent Year and Up to the Publication Date of this Annual Report, If the Losses, Possible Impacts, and Response Measures Caused by Major Information Security Incidents Cannot Be Reasonably Estimated, an Explanation of the Facts of Why They Cannot be Estimated Shall be Provided.

The Company has established information security incident reporting and handling procedures to enhance information security risk management, so that information security incidents can be immediately reported and handled when they occur. There were no material information security incidents in the past three years and up to the date of report.

  • 113 -

VII. Important Contracts

Number Contract Party Dates Main Content Restriction terms
1 Technology
Transfer		 Industrial
Technology
Research
Institute		 From
February
1997		 Technology transfer of
MEPG-2 Audio Decoder		 Intellectual property
rights, use,
confidentiality and
other restrictions
2 License
Agreement		 Cybernetics,
USA		 From April
2000		 Low Rate Coder
technologylicense		 Use, confidentiality
and other restrictions
3 License
Agreement		 Saifun
Semiconductors,
Israel		 From May
2000 until the
end of Saifun
NROM
patent
validity
period
“NROM” technology
license		 Intellectual property
rights, use,
confidentiality and
other restrictions
4 License
Agreement		 Zoran, USA From June
2000		 Technology license of TV
decoder/TV signal
decoder+3Dimentional
color signal enhancement
function		 Intellectual property
rights, use,
confidentiality and
other restrictions
5 License
Agreement		 ARM, England From August
2002
Obtained ARM technology
license		 Intellectual property
rights, use,
confidentiality and
other restrictions
6 License
Agreement		 Saifun
Semiconductors,
Israel		 From April
2004		 MLC Flash technology
license		 Intellectual property
rights, use,
confidentiality and
other restrictions
7 License
Agreement		 Mentor
Graphics,
Ireland		 From July
2005		 Work system technology
license		 Intellectual property
rights, use,
confidentiality and
other restrictions
8 Strategic
Alliance		 Tower
Semiconductor,
Israel		 From
December
2000		 Strategic alliance
investment in Tower
Semiconductor		 Confidentiality and
other obligations
9 License
Agreement		 Qimonda From March
2011		 Obtained a specific flash
memory design related
license		 Use, confidentiality
and other restrictions
10 Joint
Developme
nt		 IBM, USA January 22,
2019-
January 21,
2025		 Joint research for phase-
change non-volatile
memory		 Intellectual property
rights, use,
confidentiality and
other restrictions
11 License
Agreement		 Creative
Integrated
Systems, Inc.,
USA		 From April
2014		 U.S. Patent 5,241,497 and
5,812,461 and related
licensing		 License, warranties,
exemption,
confidentiality and
other terms
12 Settlement
Agreement		 Spansion, USA From January
2015		 Reached a settlement for
both parties’ litigation and
disputes over global
patents, and was granted
cross-licensing of disputed
patents.		 Special patent
license, settlement
fee, confidentiality
and other terms
13 License
Agreement		 RPX
Corporation,
USA		 December 15,
2019-
December 14,
2025

RPX and Round Rock
technology license		 License, use,
confidentiality and
other terms
14 Distribution
Agreement		 Avnet, Inc. From
September
2017		 Expanded product sales on
the international market		 Confidentiality,
license, liability and
other terms
  • 114 -
Number Contract Party Dates Main Content Restriction terms
15 Settlement
and License
Agreement		 Toshiba
Corporation/
Toshiba Memory
Corporation
From October
9, 2018
Settlement of patent
litigation in the United
States, Japan and Taiwan
and cross-licensing patents		 Special patent
license, settlement
fee, confidentiality
and other terms
16 Assets
Transaction		 Hon Hai
Precision
Industry Co.,
Ltd.		 From August
05, 2021
Transaction of the 6-inch
wafer fab		 Use, intellectual
property rights,
confidentiality,
liability for damages
and other terms
17 License
Agreement		 IBM, USA From
November 23,
2021
Obtained a AI technology
license		 License, disclaimer,
confidentiality and
other terms
18 License
Agreement		 Synopsys From
February 25,
2022		 Technologies related to
SSD Controller		 License, use,
confidentiality and
other terms
19 Joint
Research		 National Cheng
Kung University		 April 1,
2023-March
31, 2025		 Computing in memory
circuit setup		 Intellectual property
rights, confidentiality
and other terms
20 Joint
Developme
nt		 IBM, USA December 31,
2023-
December 30,
2026

Joint development of
Enterprise SSD Storage		 Intellectual property
rights, use,
confidentiality and
other restrictions
21 Joint
Research		 National Yang
Ming Chiao
Tung University		 January 1,
2024-
December 31,
2025
Research on AI algorithm
optimization- technics for
enhancing the diversity
and generalization of
dataset distillation		 Intellectual property
rights, confidentiality
and other terms
22 Joint
Research		 National Taiwan
Normal
University		 January 1,
2024-
December 31,
2025
Design and performance
optimization study of in-
storage computing
architecture for database
operations		 Intellectual property
rights, confidentiality
and other terms
23 Share
transfer		 Hui Ying
Investment Ltd.,
Polaris
Biopharmaceutic
als, Inc.		 From January
30, 2024		 Genovior Biotech
Corporation common stock		 Settlement,
confidentiality,
compensation
liability and other
terms
24 Share
transfer		 Run Hong
Investment Ltd.,
Polaris
Biopharmaceutic
als, Inc.		 From January
30, 2024-		 Genovior Biotech
Corporation common stock		 Settlement,
confidentiality,
compensation
liability and other
terms
25 License
Agreement		 Andes
Technology
Corporation		 March 11,
2024-March
10, 2034		 Microprocessor IP license Intellectual property
rights, use,
confidentiality and
other restrictions
26 License
Agreement		 Silicon Motion,
Inc., Wolley
(Taiwan) Ltd.,
Macronix
Microelectronics
(Suzhou) Co.,
Ltd.
From May,
15, 2024		 SDK software license
related to SSD controller
chips		 License, use,
confidentiality and
other restrictions
27 Joint
Research		 National Taiwan
University		 July 1, 2024-
June 30, 2027		 Simulation and process
development of next
generation memory
devices and materials		 Intellectual property
rights, confidentiality
and other terms
28 Joint
Research		 National Tsing
Hua University		 March 1,
2025-
February 28,
2027		 High-speed non-volatile
memory circuit design		 Intellectual property
rights, confidentiality
and other terms
  • 115 -

Chapter V. Review, Analysis, and Risks of Financial Position and Performance

I. Analysis of Financial Status

Unit: NT$ thousands

Item 2024 2023 Difference Increase/Decrease
(%)
Current Assets 29,253,996 28,692,369 561,627 1.96%
Non-current Assets 48,622,358 49,119,104 (496,746) (1.01%)
Total Assets 77,876,354 77,811,473 64,881 0.08%
Current Liabilities 10,320,395 9,254,124 1,066,271 11.52%
Non-current Liabilities 23,576,236 20,231,394 3,344,842 16.53%
Total Liabilities 33,896,631 29,485,518 4,411,113 14.96%
Equity Attributed to
Shareholders of the Parent		 43,977,313 48,324,821 (4,347,508) (9.00%)
Non-controlling Interest 2,410 1,134 1,276 112.52%
Total Equity 43,979,723 48,325,955 (4,346,232) (8.99%)
If the difference in comparison with the previous period exceeds 20%, and the main reason and the impact
are analyzed as follows:
‧
Non-controlling Interests: Increased compared to 2023, primarily due to an increase in equity of
subsidiaries with less than 100% ownershipin 2024.
  • 116 -

II. Analysis of Financial Performance

Unit: NT$ thousands

Item 2024 2023 Difference %
(6.30%)
(5.17%)
(9.78%)
(9.78%)
(9.33%)
63.01%
(27.77%)
88.21%
80.42%
89.05%
(127.54%)
260.92%
Net Operating Revenue
Operating Costs
Gross Profit
Realized Gross Profit
Operating Expenses
Loss from Operations
Non-operating Income and Expenses
Net Loss before Tax
Income Tax Benefit
Net Loss for the Year
Other Comprehensive Income (Loss)
Total Comprehensive Income for the
Year		 $25,883,475
19,784,273		 $27,623,608
20,862,948		 ($1,740,133)
(1,078,675)
6,099,202 6,760,660 (661,458)
6,099,202 6,760,660 (661,458)
10,023,080 9,167,759 855,321
(3,923,878)
377,649		 (2,407,099)
522,863		 (1,516,779)
(145,214)
(3,546,229)
(333,945)		 (1,884,236)
(185,089)		 (1,661,993)
(148,856)
(3,212,284)
(207,013)		 (1,699,147)
751,758		 ($1,513,137)
(958,771)
($3,419,297) ($947,389) ($2,471,908)
Analysis of any increase/decrease in ratio exceeding 20%:
‧Loss from Operations: Increased compared to 2023, mainly due to the decrease in Gross Profit and the
increase in Operating Expenses in year 2024.
‧Non-operating Income and Expenses: Non-operating Income decreased compared to 2023, mainly due to
the increase in financial costs in year 2024.
‧Net Loss before Tax: Increased compared to 2023, mainly due to the increase in Loss from Operations in
the year 2024.
‧Income Tax Benefit: Increased compared to 2023, mainly due to the increase in Loss from Operations in
the year 2024.
‧Net Loss for the Year: Increased compared to 2023, mainly due to the increase in Loss from Operations
in the year 2024.
‧Other Comprehensive Income (Loss): Decreased compared to 2023, mainly due to the decrease in
Unrealized valuation gains and losses in the year 2024.
‧Total Comprehensive Income for the Year: Decreased compared to 2023, mainly due to the increase in
Loss from Operations in the year 2024.
  • 117 -

III. Analysis of Cash Flow

  • (I) Cash Flow Analysis and Remedy for Liquidity Shortfall

Unit: NT$ thousands

Unit: NT$thousands
Cash Balance
12/31/2023		 Net Cash Provided
by Operating
Activities in 2024		 Net Cash used in
Investing and
Financing Activities
in 2024		 Cash Balance
12/31/2024
++		 Remedy for Liquidity
Shortfall
Investing Plan
Financing
Plan
11,905,912 (175,304) (107,119) 11,623,489 None
None

  • Note 1: Analysis of net cash change in 2024:

  • (1) NT$175.304 million net cash used in operating activities; mainly from operating cash outflows exceeding cash inflows.

  • (2) NT$5,173.111 million net cash used in investing activities; mainly due to the expansion of plant operations, expenditures for purchasing machinery.

  • (3) NT$5,008.195 million net cash generated by financing activities; primarily for long-term debt proceeds.

  • (4) NT$57.797 million net decrease was effect of exchange rate changes

Note 2: Remedial Actions for Liquidity shortfall: Not applicable.

(II) Cash Flow Projection for Next Year:

The Company plan to pay capital expenditures and bank repayment by bank financing, issuance of the Second Domestic Unsecured Convertible Bonds and cash on hand.

IV. Major Capital Expenditures and Impact on Financial and Business in the Most Recent Fiscal Year

  • (I) Capital Expenditure and Source of Funds

Unit: NT$ thousands

Project Actual or Planned
Source of Capital		 Actual use of Capital Actual use of Capital Actual use of Capital Total Amount
2022 2023 2024
Facility engineering,
production equipment
and advanced process
equipment		 Self-owned funds,
bank borrowings		 9,869,012 7,609,696 5,392,109 22,870,817

(II) Expected Benefits

The capital expenditure mentioned above is for expanding capacity of high-end production and accelerating the development of advanced processes (including 3D NAND); its aim is lowering unit costs and enhancing product competitiveness.

  • 118 -

V. Reinvestment Policy for the Most Recent Fiscal Year, the Main Reasons for the Profits/Losses Generated Thereby, the Plan for Improving ReInvestment Profitability, and Investment Plans for the Coming Year

The Company’s reinvestment policy is in line with its operating policies and long-term strategic purposes. Most of the investee companies are consolidated financial statements entities. The value of non-consolidated entities accounts for 5% of the total assets. The dividend income for fiscal year 2024 was NT$168,779 thousand on a consolidated basis.

VI. Analysis of Risk Management in the Most Recent Fiscal Year and Up to the Printing Date of this Annual Report

  • (I) Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures

1. Interest rate

Major central banks have maintained their rate-cutting cycles. Considering both domestic and international economic conditions, the global inflation is expected to decline further in 2025, with inflation rates continuing to decline. Although Taiwan's central bank decided to keep its policy rates unchanged during the joint board of directors and supervisors meeting on December 19, 2024, there are still numerous uncertainties ahead.

The Company regularly assesses the changes in bank loan rates. Moreover, it negotiates with banks to secure financing credits with more favorable interest rates through project loans, the aim of which is to reduce the impact of interest rate fluctuations on the Company’s overall operations.

2. Foreign exchange rate

As more than 90% of the Company’s revenue is denominated in US dollars or Japanese yen, and about 30% of operating expenses as well as 60% of capital expenditure are paid in US dollars or Japanese yen, exchange rate fluctuations in New Taiwan dollar against the US dollar and Japanese yen naturally have an impact on the Company’s financial position. However, to mitigate risks, the Company continues to implement natural hedging for its foreign currency positions and adopts hedging measures such as selling US dollars (or Japanese yen) or pre-selling forward foreign exchange contracts, aiming to reduce the impact of exchange rate fluctuations on the Company. In 2024, the US dollar appreciated against New Taiwan dollar from 30.705 at the beginning of the year to 32.785. The Japanese yen depreciated against the New Taiwan dollar from 0.2172 at the beginning of the year to 0.2099. The Company’s net profit on foreign exchange in 2024 was NT$139,111 thousand.

3. Inflation

Since 2024, domestic inflation has generally maintained a gradual downward trend. Looking ahead to 2025, global trade volume is expected to grow steadily, coupled with continued strong demand for AI and cloud applications. Taiwan's central bank forecasts an economic growth rate of 3.13% for this year (2025). In terms of prices, weather factors in the second half of 2024 have kept fruit and vegetable prices at high levels, leading to short-term inflation volatility. Looking ahead to next year, minimum wages and salaries for military personnel, public servants, and teachers will be raised. Moreover, international oil prices are expected to decline, and the domestic service sector's price increases are likely to ease gradually, with the inflation rate forecasted to decrease to 1.89% for this year (2025). To mitigate the impact of inflation, the Company plans to strengthen long-term cooperation agreements and inventory management. Additionally, it will continue identifying more competitive qualified suppliers while optimizing cost reduction and enhancing the added value of products to address these challenges.

  • (II) Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to High-risk, High-leveraged Investments, Loans of funds to Others or Endorsement Guarantees, and Derivatives Transactions

  • 119 -

  • As of the beginning of 2024 to the printing date of this Annual Report, the Company has not engaged in high-risk and leveraged financial investments. Neither did the Company loan any funds or provide any endorsements/guarantees to other parties.

  • The Company’s derivative trading transactions are mainly hedged. The choice of the option for commodity trading is aimed at avoiding risks arising from the Company’s business operations and hedging for the expected foreign exchange net position. In addition, the transaction and settlement difference contributed to the profit and loss of the transaction.

  • The Company has established the Procedures for Loaning of Funds to Others, the Operating Procedures for Endorsements and Guarantees, the Procedures for Handling Derivatives Transactions, and the Procedures for Acquisition and Disposal of Assets. All processes adhere strictly to these procedures in order to keep operation and financial risks under control.

(III) Future R&D Projects and the Expected Expenditure

  • ※ Four Domains of the R&D Plan:

  • Advanced technology

    • (1) The core technology and patents of the new-generation memory PCM (Phase Change Memory).

    • (2) The core technology and patents of the new-generation memory ReRAM.

    • (3) The core technology and patents of the 3D NAND Flash

    • (4) The core technology and patents of AI Application Memory

  • Manufacturing process

(1) The manufacturing process of the 3D NAND Flash and subsequent derivative developments.

  • (2) The manufacturing process of the 45 nm NOR Flash and subsequent derivative developments.

  • Product

  • (1) High-capacity 3D NAND Flash.

  • (2) Encryption protected NOR Flash.

  • (3) Ultra-low power consumption NOR Flash.

4. Quality and Testing

  • (1) Development of quality certification and management processes for automobiles.

  • ※ Expected Expenditure for R&D:

The estimated R&D expenditure for 2025 is approximately NT$5.4 billion. (The expenditure includes personnel costs, equipment royalty, patent rights, trademark application fee, etc.)

  • (IV) Changes in Domestic and Overseas Policies and Laws That Have an Impact on the Company’s Financial and Business and the Countermeasures:

The Company has always complied with policies and laws and keeps a close eye on significant changes in policies and laws that may affect the Company’s financial position and business performance, and makes adjustments accordingly. There were no changes to policies and laws that had a material impact on the Company’s financial position and business performance in 2024 and up to the date of report.

  • (V) Impact of Changes in Technology and Industry to the Company’s Finance and Business and the Countermeasures

Different sectors have begun to value and emphasize ESG (Environmental, Social, and Governance) and sustainable development issues in recent years, and this has accelerated the industry's participation in carbon reduction projects and eco-friendly measures. The Company has fabs and focuses on GHG reduction items. Preliminary plans and implementation results include: (1) Increasing the percentage of

  • 120 -

green electricity (2) Smart energy conservation and monitoring (3) Replacing old equipment with new ones and a year-by-year budget allocation.

Information security and intellectual property protection are important items of operational risk, and the information security concept of the new generation is “the right people have the right access rights on the right devices for limited and secure access, which is continuously monitored and analyzed.” The Company uses digital automated management technologies to replace the manual management method, and has established a strict modernized information security management system to ensure that business operations are not interrupted and to protect intellectual property rights, effectively lowering operational risk.

In recent years, the ever-innovating technology applications, such as mobile devices and the Internet, has greatly improved convenience and efficiency for individuals and corporations but also created potential threats of information security for corporations. Once a major information security incident occurs, the Company’s information assets will be under internal, external, intentional, or accidental threats and damage, which could harm the confidentiality, usability, and integrity of the Company’s confidential information. In addition, it will damage the Company’s competitiveness, sales and operations, and even further affect the Company’s financial results, image, and reputation.

In order to lower the probability of information security incidents, manage risks caused by incidents to an acceptable level, and thus ensure the normal operations of the Company, the Company established internal control system standards in accordance with the Regulations Governing Establishment of Internal Control Systems by Public Companies, and, in compliance with the request of the competent authority, appointed a chief information security officer to strengthen its information security and information protection. The Company also has an Information Security Committee, Information Security Core Team, and Information Security Task Force to implement its information security policy.

Moreover, the Company employs a variety of information security mechanisms and system architecture designs to block the ever-changing information security threats. The related measures include establishing appropriate safety control mechanisms for the use of computers, regulatory information devices, and network resources, and classification, labeling, and external delivery control of confidential information. Also, in order to prevent malicious software attacks and reduce the accompanied damage, the Company has established enhancement mechanisms and backup systems.

Even though the Company has established the comprehensive network and computer protection measures to ensure information security, it is still under the potential risks of being affected by information security threats and cyberattacks. As a result, the Company has established the information security incidents reporting and handling procedures to respond with immediate action. In addition, the Company has bought information security insurance to reduce resulting damage and impact. The Company has launched annual educational training, and social engineering exercises, and information security e-newsletters to strengthen the information security awareness and training. Additionally, relevant information security requirements were extended to suppliers, ensuring that all employees and business partners jointly protect the Company’s information security.

(VI) Impact of Corporate Image Change on Risk Management and Response Measures:

The Company is determined to uphold the business philosophy of honesty. By adhering to such major values, as innovation, quality, efficiency, service, and teamwork, we have established and implemented corporate governance and risk management mechanisms to create the business environment for sustainable development. To effectively prevent and control risks and meet expectations of competent authorities, customers, investors and related parties, the Company is committed to implementing the risk management in such areas as operational, financial, legal compliance, information security and climate change. This way the Company fulfills its social responsibilities and ensures the Company’s international competitiveness and sustainable operation.

The Company understands that it is vital to communicate with competent authorities, customers, investors and related parties. Therefore, the Company has established the diverse communication channels to gain understanding of and respond to reasonable expectations, requirements and issues of concern towards the Company. All related parties can contact the Company and express their opinions through the Company website (http://www.macronix.com).

(VII) Expected Benefits and Potential Risks of Merger and Acquisition: Not applicable.

  • 121 -

(VIII) Expected Benefits, Potential Risks, and Countermeasures of Factory Expansion

Last (2024) year saw weak global economic performance, excluding the AI sector, and the intensifying Sino-US trade war contributed to continued oversupply in the mature process memory market. In order to meet customer demand and reduce the risk of potential US tariff increases, the Company upholds the principles of pursuing innovation and high quality as it focuses its efforts on the R&D of high density 3D NOR Flash, 192-layer and 312-layer 3D NAND Flash products and technologies. Besides enhancing the Company’s international competitiveness, we will carry out capacity adjustment, domestic and overseas inventory management, and monitoring of developments in customers' products and needs. Through the production and sales management mechanisms, we can timely respond to possible changes and operating conditions, in hopes of lowering our operational risks.

  • (IX) Risks Relating to the Concentration of Purchasing or Sales and the Countermeasures

The Company’s primary raw materials are silicon wafers, raw chemicals, and gases used for processing. In order to ensure the stable supply and gain recognition and trust of our customers, the relationship with suppliers is established based on a long-term, smooth and stable supply. Company’s procurement policy has always aimed at establishing long-term and excellent collaborative relationships and decentralized sources for purchasing. Furthermore, in order to reduce the impact of raw materials and price fluctuation risks, we continue to improve our inventory monitoring system and increase the accuracy of demand forecasting. Therefore, the Company ensures that the supply chain maintains appropriate inventory levels and reduces unpredictable risks.

Furthermore, our largest customer accounted for 33% and 21% of our revenue in 2023 and 2024, respectively, while the revenue contribution from any other single customer did not exceed 10%. The Company maintains a stable and good long-term relationship with its major customers and has established appropriate operational risk management mechanisms. Additionally, the Company’s major customers are internationally renowned enterprises. Through years of collaboration, parties have developed long-term strategic partnerships. To further diversify sales concentration and mitigate demand fluctuation risks, the Company will continue to invest in new product development and technological innovation while actively expanding into stable growth markets. It places particular emphasis on high-quality application sectors such as automotive, medical, industrial, and data centers to enhance market competitiveness and optimize its business portfolio.

  • (X) The Impact of Mass Transfer or Change of Equity by Directors, Supervisors, or Shareholders Holding More than 10% of Shares on the Company, Associated Risks and Response Measures: Not applicable.

  • (XI) The Impact of Change of Operating Rights on the Company, Associated Risk and Response Measures: Not applicable.

  • (XII) Litigious or Non-litigious Events: Company’s main litigation cases of 2024 are the foreign trademark opposition

  • Trademark opposition case: Desmak Teknoloji Anonim Şirketi applied the trademark “Macronix” through the Turkish Patent and Trademark Office, which is similar to the Company’s English trademark. Therefore, on the Company on June 7, 2022 and February 17, 2023 separately filed the opposition and appeal with the Turkish Patent and Trademark Office and the appeal authority. On January 5, 2023 the appeal authority determined that the Company is the true owner of the disputed trademark and decided to revoke the registration of the disputed trademark. Currently, the Company has also filed a trademark application for “Macronix” and “MXIC” with the Turkish Patent and Trademark Office.

  • People’s Republic of China patent litigation: Canadian company Mosaid has filed a lawsuit for patent infringement against Gao Jie Xin Cheng (高捷芯城科技有限公司) of Shenzhen and the Company under the publication numbers CN101617372B (“Patent CN372”) and CN101159264B (“Patent CN264”). In addition, Mosaid has filed three lawsuits for patent infringement against Bihan Internet Technology (上海碧漢網絡科技有限公司), Shenzhen Sundan (深圳市順電連鎖股份有限公司) and the Company under the publication number CN1971912B (“Patent CN912”) and required the Company and the local defendants be jointly and severally liable to compensate for each case in the

  • 122 -

amount of RMB 5M. The total claim amount for the three cases is RMB 15M. Although the Company firmly believes that there is no infringement involved or that the patents in question should be invalidated, to prevent any harm to the Company rights, we have already entrusted the lawyer from the People’s Republic of China to handle a non-infringement defense and have also filed a request for patent invalidation with the China National Intellectual Property Administration of People’s Republic of China to challenge the validity of the patents.

(XIII) Other Important Risks and Countermeasures:

Tax risks

Tax Policy: the Company seeks to manage its tax risks in the best way, and devotes itself to information transparency and compliance. The Company also supports government tax policy to drive economic development and sustainability. The Company’s 6 guidelines for tax management are as follows:

  • (1) All operations comply with tax laws and regulations of Taiwan.

  • (2) Transactions between affiliated enterprises comply with the internationally recognized pricing principles announced by the OECD, and BEPS related regulations, so that the pricing policy of related parties complies with the arm's length principle.

  • (3) In response to the global trend of anti-tax evasion, avoid using countries with low tax rates in tax planning with the purpose of tax evasion.

  • (4) Make information in tax reports transparent; submit the Country-by-Country Report, Master File, and Local File to the tax authority, so that tax disclosure complies with laws, regulations, and guidelines.

  • (5) The Company’s tax planning and decisions all take into consideration the effect of tax risks.

  • (6) Establish a good interaction with the tax authority based on the principles of mutual trust and information transparency.

VII. Other Significant Events: None.

  • 123 -

Chapter VI. Special Disclosure

  • I. Summary of Affiliated Companies: Please refer to the Market Observation Post System (website: https://mopsov.twse.com.tw/mops/web/index) under “Basic Information” → “E-book.”

  • II. Private Placement Securities of the Most Recent Fiscal Year and Up to the Printing Date of this Annual Report: None.

  • Ⅲ. Other Necessary Supplements: None.

  • Ⅳ. The Events Resulting in Significant Impact to Shareholders’ Equity or Stock Prices Under Article 36(3)(ii) of Securities and Exchange Act in the Most Recent Fiscal Year and Up to the Printing Date of this Annual Report: None.

  • 124 -

Macronix International Co., Ltd.

Chairman: Miin Wu

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