Articles of Incorporation (2006)Full Document 

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                                  [Translation]

                        MACRONIX INTERNATIONAL CO., LTD.

                            ARTICLES OF INCORPORATION

                                                                   June 30, 2006
                            Revised by the regular shareholders' meeting of 2006

                          CHAPTER1: GENERAL PROVISIONS

Article 1:  The Company is incorporated under those provisions of the Company
            Law relating to companies limited by shares, and is named as
            "Macronix International Co. Ltd.".


Article 2:  The businesses engaged in by this Company shall be as follows:

            The research & development, design, manufacture, testing, sale and
            consultation of the following products:


           I.   Parts and modules for integrated circuit and semi-conductors,
                and system application products (including integrated circuit
                cards (boxes) and circuit modules, etc.)

               (1)  IC products for telecommunication systems;

               (2)  IC products for personal computers and peripheral devices;

               (3)  Products for consumable electronic systems;

               (4)  Multi-media computer products;

               (5)  Automatic electro-mechanical integrated products.

           II.  Light and electric components, parts and modules.

           III. Design of software and process of computer data.

           IV.  To engage in the import and export trading business related to
                this Company's businesses.



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Article 3:  Upon consent of the board of directors, the Company may provide
            guarantees for third parties in accordance with its Operational
            Measures Governing Guarantees and Endorsements which shall be
            separately enacted.


Article 4:  The Company's principal executive offices shall be located in the
            Science-Based Industrial Park in Hsinchu, Taiwan, R.O.C. The
            Company may, upon approval of the board of directors and competent
            authority, establish branch offices in Taiwan or abroad.


Article 5:  The total amount of investment made by this Company shall be
            exempted from the restriction provided in Article 13 of the Company
            Law.

                            CHAPTER 2: CAPITAL STOCKS


Article 6:  The Company's authorized capital is 65.5 billion NT dollars to be
            divided into 6.55 billion shares, with par value of NT$10 per share;
            shares not yet issued will be issued pursuant to the decision of the
            Board of Directors.

            650 million shares will be reserved from the above authorized
            capital for employee stock option to be issued pursuant to the
            decision of the Board of Directors.


Article 7:  The share certificate of this Company shall be issued in registered
            form and signed by or affixed with the seal of at least three
            directors and numbered accordingly. The shares won't be effective
            until the authentication of the competent authority or the agencies
            of issuance and registration under their approval.

            When issuing new shares, this Company may print collaborately the
            total amount of the issuance, but may be exempted from printing the
            share certificates, including the issuance of security other than
            shares.


Article 8:  The handling of stock affairs of this Company shall be in accordance
            to the "Guidelines for Handling of Stock Affairs by Public
            Companies" and other relevant laws and regulations.



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Article 9:  For any new shares to be issued by the Company, except those set
            aside to be issued for purchase by employees and others pursuant to
            relevant laws and regulations, the shareholders shall have the
            preemptive right to subscribe to the new shares in proportion to
            their shareholdings.


                        CHAPTER 3: SHAREHOLDERS' MEETINGS

Article 10: Shareholders' meetings shall be convened as follows:

               1.   General shareholders' meetings shall be convened by the
                    board of directors within six (6) months following the end
                    of each fiscal year except as otherwise approved by the
                    competent authority for good cause shown.

               2.   Special shareholders' meetings may be convened according to
                    the laws whenever it is necessary.


Article 11: The chairman of the board shall preside at shareholders' meetings if
            the shareholders' meeting is convened by the board of directors.
            When the chairman of the board is unable to preside at a meeting, a
            managing director designated by the chairman of the board shall
            preside at such meeting as proxy. In the absence of such a
            designation, the managing directors shall elect one from among
            themselves as proxy. In case the managing directors are absent, the
            directors present shall elect one from among themselves as proxy.

            If the shareholders' meeting is convened by others with legitimate
            right, the one who convenes it shall preside at the meeting. When

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