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Macronix — Annual Report 2017
Nov 14, 2017
52013_rns_2017-11-14_040d4656-89dd-42be-b0cd-ce51be3a22aa.pdf
Annual Report
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Macronix International Co., Ltd. and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016 and Independent Auditors’ Report
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DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The entities that are required to be included in the combined financial statements of Macronix International Co., Ltd. as of and for the year ended December 31, 2017, under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are all the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards 10 “Consolidated Financial Statements”. In addition, the relevant information required to be disclosed in the combined financial statements has all been disclosed in the consolidated financial statements. Hence, we do not prepare a separate set of combined financial statements.
Very truly yours,
Macronix International Co., Ltd.
By
Miin Wu Chairman
March 16, 2018
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and the Shareholders Macronix International Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Macronix International Co., Ltd. and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2017 and 2016, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2017. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Company’s consolidated financial statements for the year ended December 31, 2017 are stated as follows:
Recognition of revenue
The Group operates principally as a supplier of memory chips. For the year ended December 31, 2017, the revenue recognized was NT$34,196,916 thousand, increasing by 42% compared with that of last year. Due to the market rebound of memory chips, the Group released certain sales orders by temporarily increasing the
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credit line. As such, this gives the rise of the potential risk of overstating sales. We therefore considered that testing the existence and occurrence of sales is a key audit matter of current period.
Our audit procedures performed included, but not limited to, the following:
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We evaluated the appropriateness of the Group’s accounting policies relating to revenue recognition;
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Understood the internal controls over the approval of sales order and shipping and test the effectiveness of those internal controls;
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Sample the sales documents to inspect sales details, including related transaction documents and cash collections in the audited period and the subsequent period;
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Verify if any deviant occurred in those parties when the sales were recorded and cash was received;
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Assess the significant sales return or sales discount taking place in the subsequent period.
Valuation of inventory
The Group provides ROM products, NOR Flash, and NAND Flash, which are widely used in consumer electronics. As of December 31, 2017, inventory was NT$9,872,170 thousand, accounting for 22% of the total assets in the consolidated balance sheet. With the current rapid changes in technology and the improvements in manufacturing technologies, demand for memory chip market could change significantly and thereby, results in inventory obsolescence. Since inventory valuation and estimates of net realizable value of inventory are subject to management’s judgment, they are considered as accounting estimates with relatively high uncertainty. Therefore, valuation of inventory has been identified as a key audit matter. Please refer to notes 4 (f), 5 (b), and 11 to the consolidated financial statements for the details of accounting policy, accounting judgment, key sources of estimation uncertainty and the related information about the valuation of inventory.
Our key audit procedures performed in respect of the above area included the following:
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We understood and assessed the adequacy of the policy and procedures for the inventory valuation adopted by the management.
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We obtained data on the assessment data of lower of cost or net realizable value and selected sample data and we tested the reasonableness of net realizable value by verifying inventory carrying amounts to recent selling prices; test the accuracy of allowance for inventory loss by comparing net realizable value with carrying amounts. We obtained the inventory aging report and we tested the accuracy and completeness of the report by agreeing the ag, quantity, and amount to the supporting documents of inbound inventory. We assessed the reasonableness of allowance for inventory loss by recalculating the amount in accordance with the stated valuation policy for the inventory.
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We performed a retrospective review of inventory movements to evaluate the reasonableness of inventory obsolescence reserve policy and policy on scrapping of inventories.
Other Matter
We have also audited the parent company only financial statements of Macronix International Co., Ltd. as of and for the years ended December 31, 2017 and 2016 on which we have issued an unmodified opinion.
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Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2016 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Ming Hui Chen and Ching Pin Shih.
Deloitte & Touche Taipei, Taiwan Republic of China
March 16, 2018
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 33) Notes receivable and trade receivables, net (Notes 4, 5, 10 and 33) Receivables from related parties, net (Notes 4, 33 and 34) Other receivables (Notes 10, 33 and 34) Inventories (Notes 4, 5 and 11) Other current assets (Notes 16 and 18) Total current assets NON-CURRENT ASSETS Available-for-sale financial assets - non-current (Notes 4, 7 and 33) Financial assets measured at cost - non-current (Notes 4, 8 and 33) Debt investments with no active market - non-current (Notes 9 and 33) Property, plant and equipment (Notes 4, 14 and 35) Intangible assets (Notes 4 and 15) Deferred tax assets (Notes 4, 5 and 27) Other financial assets - non-current (Notes 4, 17, 33 and 35) Other non-current assets (Notes 16 and 18) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 19 and 33) Notes payable and trade payables (Notes 20 and 33) Payables to related parties (Notes 31, 33 and 34) Accrued employees' compensation and remuneration of directors (Notes 26 and 33) Payables for purchases of equipment (Note 33) Other payables (Notes 21 and 33) Current tax liabilities (Notes 4, 5 and 27) Provisions - current (Notes 4 and 22) Current portion of long-term borrowings (Notes 19, 33 and 35) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 19, 33 and 35) Net defined benefit liabilities (Notes 4, 5 and 23) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 4 and 24) Share capital Ordinary shares Share capital to be cancelled Total share capital Capital surplus Retained earnings Unappropriated earnings (accumulated deficit) Other equity Treasury shares Equity attributable to shareholders of the parent NON-CONTROLLING INTERESTS (Note 24) Total equity TOTAL |
2017 Amount % $ 8,633,183 20 4,978,143 11 732,888 2 132,004 - 9,872,170 22 184,168 1 24,532,556 56 2,053,087 5 90,641 - 27,390 - 16,258,622 37 45,808 - 997,664 2 168,505 - 19,626 - 19,661,343 44 $ 44,193,899 100 $ - - 2,787,531 6 3,414,139 8 1,130,162 3 673,604 1 1,458,676 3 2,030 - 311,027 1 3,178,666 7 104,034 - 13,059,869 29 4,859,729 11 1,610,438 4 7,516 - 6,477,683 15 19,537,552 44 18,049,385 41 (1,627) - 18,047,758 41 (207,088) - 5,413,602 12 1,560,451 3 (159,061) - 24,655,662 56 685 - 24,656,347 56 $ 44,193,899 100 |
2016 | ||
|---|---|---|---|---|
| Amount % $ 6,368,339 18 3,121,835 9 540,944 1 120,597 - 7,087,417 20 228,983 1 17,468,115 49 1,283,702 4 93,330 - - - 15,500,459 44 29,824 - 996,856 3 151,856 - 20,373 - 18,076,400 51 $ 35,544,515 100 $ 400,000 1 2,592,144 7 1,139,684 3 - - 168,692 1 1,177,767 3 2,831 - 225,659 1 4,280,876 12 65,737 - 10,053,390 28 5,635,544 16 1,533,287 4 2,894 - 7,171,725 20 17,225,115 48 36,153,535 102 (7,654) - 36,145,881 102 340,713 1 (18,651,070) (53) 641,251 2 (159,061) - 18,317,714 52 1,686 - 18,319,400 52 $ 35,544,515 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| NET OPERATING REVENUE (Notes 4, 25 and 34) OPERATING COSTS (Notes 11, 23, 26 and 34) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 23, 26 and 34) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses INCOME (LOSS) FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 4, 26 and 34) Other gains and losses (Notes 26 and 30) Finance costs (Notes 4 and 26) Share of loss of associates (Notes 4 and 13) Total non-operating income and expenses INCOME (LOSS) BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE (BENEFIT) (Notes 4 and 27) NET INCOME (LOSS) FOR THE YEAR |
2017 Amount % $ 34,196,916 100 21,562,205 63 12,634,711 37 - - 12,634,711 37 1,122,146 3 1,574,883 5 4,184,476 12 6,881,505 20 5,753,206 17 143,515 - (144,642) - (215,602) (1) - - (216,729) (1) 5,536,477 16 19,168 - 5,517,309 16 |
2016 | ||
|---|---|---|---|---|
| Amount % $ 24,124,973 100 18,288,781 76 5,836,192 24 (72) - 5,836,120 24 1,045,130 5 1,272,565 5 3,876,048 16 6,193,743 26 (357,623) (2) 164,253 1 38,110 - (304,144) (1) (11,650) - (113,431) - (471,054) (2) (224,259) (1) (246,795) (1) (Continued) |
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MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations (Note 24) Unrealized gain on available-for-sale financial assets (Note 24) Share of the other comprehensive loss of associates accounted for using equity method (Note 24) Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR NET INCOME (LOSS) ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests EARNINGS (LOSS) PER SHARE (Note 28) Basic Diluted |
2017 Amount % $ (91,188) - (76,624) - 774,460 2 - - 606,648 2 $ 6,123,957 18 $ 5,517,847 16 (538) - $ 5,517,309 16 $ 6,124,501 18 (544) - $ 6,123,957 18 $ 3.12 $ 3.03 |
2016 | ||
|---|---|---|---|---|
| Amount % $ (103,784) - (58,274) - 85,406 - (343) - (76,995) - $ (323,790) (1) $ (243,013) (1) (3,782) - $ (246,795) (1) $ (318,879) (1) (4,911) - $ (323,790) (1) $ (0.14) $ (0.14) |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2016 Net loss for the year ended December 31, 2016 Other comprehensive income (loss) for the year ended December 31, 2016, net of income tax Total comprehensive income (loss) for the year ended December 31, 2016 Issue of restricted shares to employees Compensation cost of restricted shares for employees Retirement of restricted shares for employees Increase (decrease) in non-controlling interests BALANCE AT DECEMBER 31, 2016 Net income (loss) for the year ended December 31, 2017 Other comprehensive income (loss) for the year ended December 31, 2017, net of income tax Total comprehensive income (loss) for the year ended December 31, 2017 Capital reduction to cover accumulated deficit Issue of restricted shares to employees Compensation cost of restricted shares for employees Retirement of restricted shares for employees Increase (decrease) in non-controlling interests BALANCE AT DECEMBER 31, 2017 |
Equity Attributable toShareholders of the Parent | Equity Attributable toShareholders of the Parent | Equity Attributable toShareholders of the Parent | Total Non-controlling Interests $ 18,420,077 $ 8,763 (243,013 ) (3,782 ) (75,866) (1,129) (318,879) (4,911) - - 213,505 - - - 3,011 (2,166) 18,317,714 1,686 5,517,847 (538 ) 606,654 (6) 6,124,501 (544) - - - - 213,100 - - - 347 (457) $ 24,655,662 $ 685 |
Total Equity $ 18,428,840 (246,795 ) (76,995) (323,790) - 213,505 - 845 18,319,400 5,517,309 606,648 6,123,957 - - 213,100 - (110) $ 24,656,347 |
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| Unappropriated ShareCapital Earnings Shares (Thousands) Ordinary Shares Share Capital to be Cancelled Capital Surplus (Accumulated Deficit) 3,617,849 $ 36,178,489 $ (6,898 ) $ 54,936 $ (18,304,273 ) - - - - (243,013 ) - - - - (103,784) - - - - (346,797) - - - 256,420 - - - - 636 - (2,495 ) (24,954 ) (756 ) 25,710 - - - - 3,011 - 3,615,354 36,153,535 (7,654 ) 340,713 (18,651,070 ) - - - - 5,517,847 - - - - (91,188) - - - - 5,426,659 (1,865,107 ) (18,651,070 ) - - 18,651,070 57,476 574,756 - (561,699 ) (13,057 ) - - - (8,258 ) - (2,784 ) (27,836 ) 6,027 21,809 - - - - 347 - 1,804,939 $ 18,049,385 $ (1,627) $ (207,088) $ 5,413,602 |
Other Equity | Employee Unearned Compensation Treasury Shares $ (263,407 ) $ (159,061 ) - - - - - - (256,420 ) - 212,869 - - - - - (306,958 ) (159,061 ) - - - - - - - - - - 221,358 - - - - - $ (85,600) $ (159,061) |
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| Exchange Differences on Unrealized Translating Gain from Foreign Operations Available-for-sale Financial Assets $ 48,923 $ 871,368 - - (57,488) 85,406 (57,488) 85,406 - - - - - - - - (8,565 ) 956,774 - - (76,618) 774,460 (76,618) 774,460 - - - - - - - - - - $ (85,183) $ 1,731,234 |
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The accompanying notes are an integral part of the consolidated financial statements.
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MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments for: Depreciation expense Amortization expense Impairment loss recognized on trade receivables Finance costs Interest income Dividend income Compensation cost of employee restricted shares Share of loss of associates Gain on disposal of property, plant and equipment Gain on disposal of intangible assets Loss on disposal of investments Impairment loss on non-financial assets Unrealized gain on transactions with associates Net loss (gain) on foreign currency exchange Changes in operating assets and liabilities Notes receivable and trade receivables Receivables from related parties Other receivables Inventories Other current assets Financial liabilities held for trading Notes payable and trade payables Payables to related parties Payables for employees' compensation and director's remuneration Other payables Other payables to related parties Provisions Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Dividend received Interest paid Income tax paid Net cash generated from operating activities |
2017 $ 5,536,477 1,944,114 28,241 53 215,602 (25,547) (86,724) 213,100 - (9,747) (8,333) 2,517 1,485 - 237,665 (1,939,296) (206,942) (10,406) (2,784,753) 18,033 - 212,840 2,287,080 1,130,162 292,986 - 90,908 38,395 (14,037) 7,163,873 24,325 86,714 (219,644) (20,777) 7,034,491 |
2016 $ (471,054) 1,956,199 85,477 17,460 304,144 (19,900) (97,030) 213,505 11,650 (5,710) - - 12,869 72 (193,631) (237,651) (158,384) (15,552) 2,246,867 (18,113) (717) 862,109 1,222,952 - (113,673) 137 46,764 (492) 9,268 5,657,566 20,203 97,030 (309,605) (43,748) 5,421,446 (Continued) |
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MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Payments for debt investments with no active market Proceeds from disposal of financial assets measured at cost Disposal of subsidiaries Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Disposal of intangible assets Decrease in other financial assets Decrease in other non-current assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Refund of guarantee deposits received Increase in other non-current liabilities Increase in non-controlling interests Net cash used in financing activities EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2017 $ (26,916) 5,357 (3,892) (2,220,308) 19,351 (2,042) 1,148 (50,373) 13,000 6,784 747 (2,257,144) 971,597 (1,371,597) 10,386,886 (12,265,577) 6,495 (987) (816) 349 (2,273,650) (238,853) 2,264,844 6,368,339 $ 8,633,183 |
2016 $ - - - (923,158) 6,166 (1,729) 394 (19,287) - 2,033 8,504 (927,077) 3,360,037 (4,483,826) 4,692,375 (7,324,840) 150 (226) (673) 1,125 (3,755,878) 37,300 775,791 5,592,548 $ 6,368,339 |
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The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. GENERAL INFORMATION
Macronix International Co., Ltd. (the Company) was incorporated in the Republic of China (ROC) on December 9, 1989 and commenced business in December 1989. The Company operates principally as a designer, manufacturer and supplier of integrated circuits (ICs) and memory chips. The Company also performs design, research and development, consultation and trade of relevant products.
The Company’s shares have been listed on the Taiwan Stock Exchange (TWSE) since March 15, 1995.
The consolidated financial statements are presented in the Company’s functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Company’s board of directors and authorized for issue on March 16, 2018.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the IFRSs) endorsed and issued into effect by the FSC
Except for the following, whenever applied, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC would not have any material impact on the Group’s accounting policies:
1) Amendment to IAS 36 “Recoverable Amount Disclosures for Non-financial Assets”
The amendment clarifies that the recoverable amount of an asset or a cash-generating unit is disclosed only when an impairment loss on the asset has been recognized or reversed during the period. Furthermore, if the recoverable amount of an item of property, plant and equipment for which impairment loss has been recognized or reversed is fair value less costs of disposal, the Group is required to disclose the fair value hierarchy. If the fair value measurements are categorized within Level 2 or Level 3, the valuation technique and key assumptions used to measure the fair value are disclosed. The discount rate used is disclosed if such fair value less costs of disposal is measured by using present value technique. The amendment should be applied retrospectively from January 1, 2017.
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- 2) Annual Improvements to IFRSs: 2010-2012 Cycle
Several standards, including IFRS 2 “Share-based Payment”, IFRS 3 “Business Combinations” and IFRS 8 “Operating Segments”, were amended in this annual improvement.
The amended IFRS 2 changes the definitions of “vesting condition” and “market condition” and adds definitions for “performance condition” and “service condition”. The amendment clarifies that a performance target can be based on the operations (i.e. a non-market condition) of the Group or another entity in the same group or the market price of the equity instruments of the Group or another entity in the same group (i.e. a market condition); that a performance target can relate either to the performance of the Group as a whole or to some part of it (e.g. a division); and that the period for achieving a performance condition must not extend beyond the end of the related service period. In addition, a share market index target is not a performance condition because it not only reflects the performance of the Group, but also of other entities outside the Group. The share-based payment arrangements with market conditions, non-market conditions or non-vesting conditions are accounted for differently, and the aforementioned amendment should be applied to those share-based payments granted in 2017.
The amended IFRS 8 requires the Group to disclose the judgments made by management in applying the aggregation criteria to operating segments, including a description of the operating segments aggregated and the economic indicators assessed in determining whether the operating segments have “similar economic characteristics”. The amendment also clarifies that a reconciliation of the total of the reportable segments’ assets to the entity’s assets should only be provided if the segments’ assets are regularly provided to the chief operating decision-maker. The judgements made in applying aggregation criteria should be disclosed retrospectively upon initial application of the amendment in 2017 (refer to Note 39).
When the amended IFRS 13 becomes effective in 2017, the short-term receivables and payables with no stated interest rate should be measured at their invoice amounts without discounting, if the effect of not discounting is immaterial.
IAS 24 “Related Party Disclosures” was amended to clarify that a management entity providing key management personnel services to the Group is a related party of the Group. Consequently, the Group is required to disclose as related party transactions the amounts incurred for the service paid or payable to the management entity for the provision of key management personnel services. However, disclosure of the components of such compensation is not required.
- 3) Annual Improvements to IFRSs: 2011-2013 Cycle
Several standards, including IFRS 3 and IFRS 13, were amended in this annual improvement.
The scope in IFRS 13 of the portfolio exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis was amended to clarify that it includes all contracts that are within the scope of, and accounted for in accordance with, IAS 39 or IFRS 9, even those contracts do not meet the definitions of financial assets or financial liabilities within IAS 32.
- 4) Amendments to IAS 16 and IAS 38 “Clarification of Acceptable Methods of Depreciation and Amortization”
The entity should use appropriate depreciation and amortization method to reflect the pattern in which the future economic benefits of the property, plant and equipment and intangible asset are expected to be consumed by the entity.
The amended IAS 16 “Property, Plant and Equipment” stipulates that a depreciation method that is based on revenue that is generated by an activity that includes the use of an asset is not appropriate. The amended standard does not provide any exception from this requirement.
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The amended IAS 38 “Intangible Assets” clarifies there is a rebuttable presumption that an amortization method that is based on revenue that is generated by an activity that includes the use of an intangible asset is not appropriate. This presumption can be overcome only in the following limited circumstances:
-
a) In which the intangible asset is expressed as a measure of revenue (for example, the contract that specifies the entity’s use of the intangible asset will expire upon achievement of a revenue threshold); or
-
b) When it can be demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly correlated.
-
5) Annual Improvements to IFRSs: 2012-2014 Cycle
Several standards including IFRS 5 “Non-current assets held for sale and discontinued operations”, IFRS 7, IAS 19 and IAS 34 were amended in this annual improvement. IFRS 5 was amended to clarify that reclassification between non-current assets (or disposal group) “held for sale” and non-current assets “held for distribution to owners” does not constitute a change to a plan of sale or distribution. Therefore, previous accounting treatment is not reversed. The amendment also explains that assets that no longer meet the criteria for “held for distribution to owners” and do not meet the criteria for “held for sale” should be treated in the same way as assets that cease to be classified as held for sale. The amendment should be applied prospectively to transactions that occur on or after January 1, 2017.
- 6) Amendments to IFRS 10, IFRS 12 and IAS 28 “'Investment Entities: Applying the Consolidation Exception”
The amendments clarified that when the Group (non-investment entity) applies the equity method to an associate or a joint venture that is an investment entity, the Group may retain the fair value measurements that the associate or joint venture used for its subsidiaries. Prior to the amendments, the associate or joint venture measures its interest in subsidiaries at fair value but the fair value is unwound, and instead, those subsidiaries are consolidated in the associate’s or joint venture’s result in order to be equity-accounted by the Group.
- 7) Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers
The amendments include additions of several accounting items and requirements for disclosures of impairment of non-financial assets as a consequence of the IFRSs endorsed and issued into effect by the FSC. In addition, as a result of the post implementation review of IFRSs in Taiwan, the amendments also include emphasis on certain recognition and measurement considerations and add requirements for disclosures of related party transactions and goodwill.
The amendments stipulate that other companies or institutions of which the chairman of the board of directors or president serves as the chairman of the board of directors or the president, or is the spouse or second immediate family of the chairman of the board of directors or president of the Group are deemed to have a substantive related party relationship, unless it can be demonstrated that no control, joint control, or significant influence exists. Furthermore, the amendments require the disclosure of the names of the related parties and the relationship with whom the Group has transaction. If the transaction or balance with a specific related party is 10% or more of the Group’s respective total transaction or balance, such transaction should be separately disclosed by the name of each related party.
When the amendments are applied retrospectively from January 1, 2017, the disclosures of related party transactions are enhanced. Refer to Note 34 for related disclosures.
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- b. The Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the IFRSs) endorsed by the FSC for application starting from 2018
Effective Date New IFRSs Announced by IASB (Note 1) Annual Improvements to IFRSs 2014-2016 Cycle Note 2 Amendment to IFRS 2 “Classification and Measurement of January 1, 2018 Share-based Payment Transactions” Amendments to IFRS 4 “ Applying IFRS 9 Financial Instruments with January 1, 2018 IFRS 4 Insurance Contracts” IFRS 9 “Financial Instruments” January 1, 2018 Amendments to IFRS 9 and IFRS 7 “Mandatory Effective Date of January 1, 2018 IFRS 9 and Transition Disclosures” IFRS 15 “Revenue from Contracts with Customers” January 1, 2018 Amendments to IFRS 15 “Clarifications to IFRS15 Revenue from January 1, 2018 Contracts with Customers” Amendment to IAS 7 “Disclosure Initiative” January 1, 2017 Amendments to IAS 12 “Recognition of Deferred Tax Assets for January 1, 2017 Unrealized Losses” Amendments to IAS 40 “Transfers of investment property” January 1, 2018 IFRIC 22 “Foreign Currency Transactions and Advance January 1, 2018 Consideration”
-
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
-
Note 2: The amendment to IFRS 12 is retrospectively applied for annual periods beginning on or after January 1, 2017; the amendment to IAS 28 is retrospectively applied for annual periods beginning on or after January 1, 2018.
-
1) Annual Improvements to IFRSs 2014-2016 Cycle
Several standards, including IFRS 12 “Disclosure of Interests in Other Entities” and IAS 28 “Investments in Associates and Joint Ventures,” were amended in this annual improvement.
The amendment to IFRS 12 clarifies that when an entity’s interest in a subsidiary, a joint venture or an associate is classified as held for sale or is included in a disposal group that is classified as held for sale, the entity is not required to disclose summarized financial information of that subsidiary, joint venture or associate in accordance with IFRS 12. The Group will apply the aforementioned amendments retrospectively.
- 2) IFRS 9 “Financial Instruments” and related amendment
Classification, measurement and impairment of financial assets
With regard to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are subsequently measured at amortized cost or fair value. Under IFRS 9, the requirement for the classification of financial assets is stated below.
-16-
For the Group’s debt instruments that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, their classification and measurement are as follows:
-
a) For debt instruments, if they are held within a business model whose objective is to collect the contractual cash flows, the financial assets are measured at amortized cost and are assessed for impairment continuously with impairment loss recognized in profit or loss, if any. Interest revenue is recognized in profit or loss by using the effective interest method;
-
b) For debt instruments, if they are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, the financial assets are measured at fair value through other comprehensive income (FVTOCI) and are assessed for impairment. Interest revenue is recognized in profit or loss by using the effective interest method, and other gain or loss shall be recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses. When the debt instruments are derecognized or reclassified, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.
Except for the above, all other financial assets are measured at fair value through profit or loss. However, the Group may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gain or loss previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.
The Group analyzed the facts and circumstances of its financial assets that exist at December 31, 2017 and performed the assessment of the impact of IFRS 9 on the classification and measurement of financial assets. Under IFRS 9:
-
a) Listed shares, emerging market shares, and unlisted shares classified as available-for-sale will be designated as at fair value through other comprehensive income and the fair value gains or losses accumulated in other equity will be transferred directly to retained earnings instead of being reclassified to profit or loss on disposal. Besides, unlisted shares measured at cost will be measured at fair value instead;
-
b) Debt investments classified as debt investments with no active market and measured at amortized cost will be classified as measured at amortized cost under IFRS 9 because on initial recognition, the contractual cash flows that are solely payments of principal and interest on the principal outstanding and these investments are held within a business model whose objective is to collect the contractual cash flows.
IFRS 9 requires impairment loss on financial assets to be recognized by using the “Expected Credit Losses Model”. The loss allowance is required for financial assets measured at amortized cost, investments in debt instruments measured at FVTOCI, lease receivables, contract assets arising from IFRS 15 “Revenue from Contracts with Customers”, certain written loan commitments and financial guarantee contracts. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition and is not low. However, a loss allowance for full lifetime expected credit losses is required for trade receivables that do not constitute a financing transaction.
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For purchased or originated credit-impaired financial assets, the Group takes into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. Subsequently, any changes in expected losses are recognized as a loss allowance with a corresponding gain or loss recognized in profit or loss.
The Group has performed a preliminary assessment in which it will apply the simplified approach to recognize full-lifetime expected credit losses for trade receivables, contract assets and lease receivables. In relation to debt instrument investments and financial guarantee contracts, the Group will assess whether there has been a significant increase in the credit risk to determine whether to recognize 12-month or full-lifetime expected credit losses. In general, the Group anticipates that the application of the expected credit losses model of IFRS 9 will result in an earlier recognition of credit losses for financial assets.
The Group elects not to restate prior reporting periods when applying the requirements for the classification, measurement and impairment of financial assets under IFRS 9 with the cumulative effect of the initial application recognized at the date of initial application and will provide the disclosures related to the classification and the adjustment information upon initial application of IFRS 9.
The anticipated impact on assets, liabilities and equity of retrospective application of the requirements for the classification, measurement and impairment of financial assets on January 1, 2018 is set out below:
| Impact on assets, liabilities and equity Financial assets at fair value through profit or loss - non-current Available-for-sale financial assets - non-current Financial assets measured at amortized cost - non-current Financial assets measured at cost - non-current Debt investments with no active market - non-current Trade receivables from unrelated parties Others Total assets Total liabilities Retained earnings Other equity Others Total equity |
Carrying Amount as of December 31, 2017 $ - 2,053,087 - 90,641 27,390 4,978,143 37,044,638 $ 44,193,899 $ 19,537,552 $ 5,413,602 1,560,451 17,682,294 $ 24,656,347 |
Adjustments Arising from Initial Application Adjusted Carrying Amount as of January 1, 2018 $ 2,537,405 $ 2,537,405 (2,053,087) - 27,390 27,390 (90,641) - (27,390) - - 4,978,143 - 37,044,638 $ 393,677 $ 44,587,576 $ - $ 19,537,552 $ 2,158,766 $ 7,572,368 (1,765,089) (204,638) - 17,682,294 $ 393,677 $ 25,050,024 |
|---|---|---|
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- 3) IFRS 15 “Revenue from Contracts with Customers” and related amendment
IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers, and will supersede IAS 18 “Revenue”, IAS 11 “Construction Contracts” and a number of revenue-related interpretations.
When applying IFRS 15, the Group recognizes revenue by applying the following steps:
-
Identify the contract with the customer;
-
Identify the performance obligations in the contract;
-
Determine the transaction price;
-
Allocate the transaction price to the performance obligations in the contract; and
-
Recognize revenue when the entity satisfies a performance obligation.
IFRS 15 and the related amendments require that when another party is involved in providing goods or services to a customer, the Group is a principal if it controls the specified good or service before that good or service is transferred to a customer. Since a specified good or service is a distinct good or service, the Group determines whether it is a principal or an agent for each specified good or service.
The Group is a principal if it obtains control of any one of the following:
-
a) The good or another asset that it then transfers to the customer.
-
b) The right to a service to be performed by other party, which gives the Group the ability to direct that party to provide the service to the customer on its behalf.
-
c) The good or service from the other party that it then combines with the other goods or services in providing the specified good or service to the customer.
Indicators to support the Group’s assessment of whether it controls a specified good or service include, but are not limited to, the following:
-
a) The Group is primarily responsible for fulfilling the promise to provide the specified good or service.
-
b) The Group has inventory risk before or after the specified good or service is transferred to the customer.
-
c) The Group has discretion in establishing the price of the specified good or service.
For a sale with a right of return, the Group will recognize a refund liability (other liability) and a right to recover a product (other asset) when recognizing revenue. Currently, return provisions are recognized when recognizing revenue.
The Group elects to retrospectively apply IFRS 15 to contracts that are not complete on January 1, 2018 and recognize the cumulative effect of the change in the retained earnings on January 1, 2018.
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The anticipated impact on assets, liabilities and equity of retrospective application of the requirements for the classification, measurement and impairment of financial assets on January 1, 2018 is set out below:
| Carrying | Adjustments | Adjusted | |
|---|---|---|---|
| Amount as of | Arising from | Carrying | |
| December 31, | Initial | Amount as of | |
| 2017 | Application | January 1, 2018 | |
| Provisions - current | $ 311,027 |
$ (220,724) | $ 90,303 |
| Contract liabilities - current | - | 52,683 | 52,683 |
| Other current liabilities | 104,034 |
168,041 |
272,075 |
| Total liabilities impact | $ - |
4) IFRIC 22 “Foreign Currency Transactions and Advance Consideration”
IAS 21 stipulated that a foreign currency transaction shall be recorded on initial recognition in the functional currency by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. IFRIC 22 further explains that the date of the transaction is the date on which an entity recognizes a non-monetary asset or non-monetary liability from payment or receipt of advance consideration. If there are multiple payments or receipts in advance, the entity shall determine the date of the transaction for each payment or receipt of advance consideration.
The Group will apply IFRIC 22 prospectively to all assets, expenses and income recognized on or after January 1, 2018, within the scope of the Interpretation.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance.
- c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs Annual Improvements to IFRSs 2015-2017 Cycle Amendments to IFRS 9 “Prepayment Features with Negative Compensation” Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 16 “Leases” IFRS 17 “Insurance Contracts” Amendments to IAS 28 ”Long-term Interests in Associates and Joint Ventures” IFRIC 23 “Uncertainty Over Income Tax Treatments” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2019 January 1, 2019 (Note 2) To be determined by IASB January 1, 2019 (Note 3) January 1, 2021 January 1, 2019 January 1, 2019 |
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
Note 2: The FSC permits the election for early adoption of the amendments starting from 2018.
Note 3: On December 19, 2017, the FSC announced that IFRS 16 will take effect starting January 1, 2019.
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1) IFRS 16 “Leases”
IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.
Under IFRS 16, if the Group is a lessee, it shall recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for low-value and short-term leases. The Group may elect to apply the accounting method similar to the accounting for operating leases under IAS 17 to low-value and short-term leases. On the consolidated statements of comprehensive income, the Group should present the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed by using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within operating activities.
The application of IFRS 16 is not expected to have a material impact on the accounting of the Group as lessor.
When IFRS 16 becomes effective, the Group may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the initial application of this Standard recognized at the date of initial application.
2) IFRIC 23 “Uncertainty Over Income Tax Treatments”
IFRIC 23 clarifies that when there is uncertainty over income tax treatments, the Group should assume that the taxation authority will have full knowledge of all related information when making related examinations. If the Group concludes that it is probable that the taxation authority will accept an uncertain tax treatment, the Group should determine the taxable profit, tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatments used or planned to be used in its income tax filings. If it is not probable that the taxation authority will accept an uncertain tax treatment, the Group should make estimates using either the most likely amount or the expected value of the tax treatment, depending on which method the entity expects to better predict the resolution of the uncertainty. The Group has to reassess its judgments and estimates if facts and circumstances change.
On initial application, the Group shall apply IFRIC 23 either retrospectively to each prior reporting period presented, if this is possible without the use of hindsight, or retrospectively with the cumulative effect of the initial application of IFRIC 23 recognized at the date of initial application.
3) Annual Improvements to IFRSs 2015-2017 Cycle
Several standards, including IFRS 3, IFRS 11, IAS 12 and IAS 23 “Borrowing Costs”, were amended in this annual improvement. IAS 23 was amended to clarify that, if any specific borrowing remains outstanding after the related asset are ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalization rate on general borrowings. The amendment shall be applied prospectively.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.
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4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICY
- a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.
- b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
-
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-
3) Level 3 inputs are unobservable inputs for an asset or liability.
-
c. Classification of current and non-current assets and liabilities
Current assets include:
-
1) Assets held primarily for the purpose of trading;
-
2) Assets expected to be realized within 12 months after the reporting period; and
-
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
-
1) Liabilities held primarily for the purpose of trading;
-
2) Liabilities due to be settled within 12 months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; and
-
3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
Assets and liabilities that are not classified as current are classified as non-current.
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d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e. its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and any investment retained in the former subsidiary at its fair value at the date when control is lost and (ii) the assets (including any goodwill) and liabilities and any non-controlling interests of the former subsidiary at their carrying amounts at the date when control is lost. The Group accounts for all amounts recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Group had directly disposed of the related assets or liabilities.
See Note 12 and Table 5 for the detailed information of subsidiaries (including the percentage of ownership and main business).
e. Foreign currencies
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.
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For the purpose of presenting consolidated financial statements, the functional currencies of the Company and the Group entities (including subsidiaries and associates that use currency different from the currency of the Company) are translated into the presentation currency - the New Taiwan dollar as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate).
f. Inventories
Inventories consist of raw materials, supplies, spare parts, finished goods, merchandise and work-in-process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at standard cost and adjusted to approximate weighted - average cost on the balance sheet date.
g. Investments in associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor a joint venture.
The Group uses the equity method to account for its investments in associates.
Under the equity method, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of equity of associates attributable to the Group.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.
When the Group subscribes for additional new shares of the associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in the Group’s share of equity of associates. If the Group’s ownership interest is reduced due to the additional subscription of the new shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for by the equity method is insufficient, the shortage is debited to retained earnings.
When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for by the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.
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The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities.
When a group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’ consolidated financial statements only to the extent that interests in the associate are not related to the Group.
- h. Property, plant, and equipment
Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment loss.
Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
-
i. Intangible assets
-
1) Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.
- 2) Internally-generated intangible assets - research and development expenditure
Expenditure on research activities is recognized as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from the development phase of an internal project is recognized if, and only if, all of the following have been demonstrated:
-
a) The technical feasibility of completing the intangible asset so that it will be available for use or sale;
-
b) The intention to complete the intangible asset and use or sell it;
-
c) The ability to use or sell the intangible asset;
-
d) How the intangible asset will generate probable future economic benefits;
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-
e) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
-
f) The ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognized for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.
- 3) Derecognition of intangible assets
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- j. Impairment of tangible and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
k. Financial instruments
Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.
Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
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- 1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a settlement date basis.
- a) Measurement category
Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, available-for-sale financial assets, and loans and receivables.
- i Financial assets at fair value through profit or loss
Financial assets are classified as at fair value through profit or loss when the financial asset is either held for trading or it is designated as at fair value through profit or loss.
Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividend or interest earned on the financial asset. Fair value is determined in the manner described in Note 33.
Investments in equity instruments under financial assets at fair value through profit or loss that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity instruments are subsequently measured at cost less any identified impairment loss at the end of each reporting period and presented in a separate line item as financial assets carried at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between the carrying amount and the fair value is recognized in profit or loss.
ii Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.
Available-for-sale financial assets are measured at fair value. Changes in the carrying amounts of available-for-sale monetary financial assets relating to changes in foreign currency exchange rates, interest income calculated using the effective interest method and dividends on available-for-sale equity investments are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income and will be reclassified to profit or loss when the investment is disposed of or is determined to be impaired.
Dividends on available-for-sale equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established.
Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and presented in a separate line item as financial assets carried at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between the carrying amount and fair value is recognized in other comprehensive income on financial assets. Any impairment losses are recognized in profit and loss.
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iii Loans and receivables
Loans and receivables (including trade receivables, cash and cash equivalent, other receivables and long-term receivables) are measured at amortized cost using the effective interest method, less any impairment, except for short-term receivables when the effect of discounting is immaterial.
Cash equivalent includes time deposits which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
- b) Impairment of financial assets
Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence, as a result of one or more events that occurred after the initial recognition of the financial asset, that the estimated future cash flows of the investment have been affected.
For financial assets carried at amortized cost, such as trade receivables, assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 60 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.
For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
For available-for-sale equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.
For all other financial assets, objective evidence of impairment could include significant financial difficulty of the issuer or counterparty, breach of contract, such as a default or delinquency in interest or principal payments, it becoming probable that the borrower will enter bankruptcy or financial re-organization, or the disappearance of an active market for that financial asset because of financial difficulties.
When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period.
In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss is not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income.
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For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable and other receivables are considered uncollectable, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectable trade receivables that are written off against the allowance account.
- c) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and any associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.
On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.
2) Equity instruments
Equity instruments issued by the group entity are recognized at the proceeds received, net of direct issue costs.
Repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.
-
3) Financial liabilities
-
a) Subsequent measurement
Except the following situation, all financial liabilities are measured at amortized cost using the effective interest method.
- i Financial liabilities at fair value through profit or loss
Financial liabilities are classified as at fair value through profit or loss when the financial liability is either held for trading or it is designated as at fair value through profit or loss.
Financial liabilities held for trading are stated at fair value, with any gain or loss arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any interest or dividend paid on the financial liability. Fair value is determined in the manner described in Note 33.
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- b) Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
- 4) Derivative financial instruments
The Group enters into foreign exchange forward contracts to manage its exposure to foreign exchange rate risks, including foreign exchange forward contracts.
Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. When the fair value of derivative financial instruments is positive, the derivative is recognized as a financial asset; when the fair value of derivative financial instruments is negative, the derivative is recognized as a financial liability.
- l. Provisions
Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
- m. Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Allowance for sales returns and liability for returns are recognized at the time of sale based on the seller’s reliable estimate of future returns and based on past experience and other relevant factors.
- 1) Sale of goods
Revenue from the sale of goods is recognized when all the following conditions are satisfied:
-
a) The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;
-
b) The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
-
c) The amount of revenue can be measured reliably;
-
d) It is probable that the economic benefits associated with the transaction will flow to the Group; and
-
e) The costs incurred or to be incurred in respect of the transaction can be measured reliably.
The Group does not recognize sales revenue on materials delivered to subcontractors because this delivery does not involve a transfer of risks and rewards of materials ownership.
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- 2) Rendering of services
Service income is recognized when services are provided.
Revenue from a contract to provide services is recognized by reference to the stage of completion of the contract. The stage of completion of the contract is determined by the contractual rates as labor hours and direct expenses are incurred.
3) Royalties
Royalty revenue is recognized on an accrual basis in accordance with the substance of the relevant agreement provided that it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Royalty arrangements that are based on production, sales and other measures are recognized by reference to the underlying arrangement.
- 4) Dividend and interest income
Dividend income from investments is recognized when the shareholder’s right to receive payment has been established provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably.
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.
n. Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
- 1) The Group as lessor
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.
- 2) The Group as lessee
Operating lease payments are recognized as an expense on a straight-line basis over the lease term.
3) Leasehold land for own use
When a lease includes both land and building elements, the Group assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the Group. The minimum lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of the lease.
If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases, in which case the entire lease is classified as an operating lease.
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o. Borrowing costs
Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
p. Employee benefits
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liability are recognized as employee benefit expenses in the period they occur. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in accumulated deficit and will not be reclassified to profit or loss.
Net defined benefit liability represents the actual deficit in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
3) Other long-term employee benefits
Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plan except that remeasurement is recognized in profit or loss.
- 4) Termination benefits
A liability for a termination benefit is recognized at the earlier of when the Group can no longer withdraw the offer of the termination benefit and when the Group recognizes any related restructuring costs.
- q. Share-based payment arrangements
The fair value at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s best estimates of the number of shares or options that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options or other equity - unearned employee benefit. It is recognized as an expense in full at the grant date if vesting immediately.
When restricted shares for employees are issued, other equity - unearned employee benefits are recognized on the grant date, with a corresponding increase in capital surplus - restricted shares for employees.
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At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the capital surplus - employee share options or capital surplus-restricted share option.
- r. Treasury stock
The parent company’s stock held by subsidiaries is reclassified to treasury stock from investment accounted for using equity method and recognized with the original investment cost. Cash dividends earned by subsidiaries are write-off with investment income and adjust capital surplus-treasury stock transaction.
- s. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
According to the Income Tax Law, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
- 2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carry forward and unused tax credits for purchases of machinery, equipment and technology, research and development expenditures and personnel training expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which
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the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
- 3) Current and deferred taxes
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that period or in the period of the revision and future years if the revision affects both current and future years.
- a. Estimated impairment of trade receivables
When there is objective evidence of impairment loss, the Group takes into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between an asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. Where the actual future cash flows are less than expected, a material impairment loss may arise.
- b. Write-down of inventory
The net realizable value of inventory is the estimated selling price in the ordinary course of business less the estimated costs of completion and disposal. The estimation of net realizable value was based on current market conditions and the historical experience with product sales of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value.
- c. Useful lives of property, plant and equipment
As described in Note 4 (h), the Group reviews the estimated useful lives of property, plant and equipment at the end of each reporting period. Based on the valuation report released in October, 2015 provided by China Credit Information Service, Ltd., the actual useful lives of certain items of property, plant and equipment have exceeded their estimated useful lives. Due to the consideration of physical depletion, functional depletion and economic depletion, the management determined that the useful lives of machinery equipment and R&D equipment, facility equipment and main buildings should be extended from 6 years to 11 years, 6 years to 15 years and 21 years to 31 years, respectively, beginning January 1, 2016.
The financial effect of this reassessment, assuming the assets are held until the end of their extended useful lives, is the decrease in the consolidated depreciation expense for the years ended December 31, 2016, 2017 and 2018, by the following amounts:
Year ended 2016 $ 3,775,234 Year ended 2017 2,558,159 Year ended 2018 240,530
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d. Income taxes
As of December 31, 2017 and 2016, the carrying amount of deferred tax assets in relation to unused losses carryforward were NT$997,664 thousand and NT$996,856 thousand, respectively. As of December 31, 2017 and 2016, no deferred tax asset had been recognized in relation to unused deductible temporary differences, losses carryforward, and investment tax credits amounted to NT$4,943,553 thousand and NT5,481,788 thousand, respectively, due to the unpredictability of future profit streams. The realizability of the deferred tax asset mainly depends on whether sufficient future profits or taxable temporary differences will be available. In cases where the actual future profits generated are less than expected, a material reversal of deferred tax assets may arise, which would be recognized in profit or loss for the period in which such a reversal takes place.
e. Recognition and measurement of defined benefit plans
The net defined benefit liabilities and the resulting defined benefit costs under defined benefit pension plans are calculated using the projected unit credit method. Actuarial assumptions comprise the discount rates, rates of employee turnover, and future salary increase, etc. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expenses and the liabilities.
6. CASH AND CASH EQUIVALENTS
| Cash on hand Checking accounts and demand deposits Cash equivalents Time deposits |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2017 $ 188 6,137,700 2,495,295 $ 8,633,183 |
2016 $ 256 3,986,055 2,382,028 $ 6,368,339 |
7. AVAILABLE-FOR-SALE FINANCIAL ASSETS
| Non-current Domestic investments Listed shares Foreign investments Listed shares |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ 1,411,374 641,713 $ 2,053,087 |
2016 $ 909,258 374,444 $ 1,283,702 |
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8. FINANCIAL ASSETS MEASURED AT COST
| Non-current Domestic unlisted ordinary shares Overseas unlisted ordinary shares Classified according to financial asset measurement categories Available-for-sale financial assets |
December | 31 | |
|---|---|---|---|
| 2017 $ 58,500 32,141 $ 90,641 $ 90,641 |
2016 $ 58,500 34,830 $ 93,330 $ 93,330 |
Management believed that the fair value of the above unlisted equity investments held by the Group could not be reliably measured because the range of reasonable fair value estimates was so significant. Therefore, the fair values were measured at cost less impairment at the end of the reporting period.
9. DEBT INVESTMENTS WITH NO ACTIVE MARKET
| Non-current Time deposits with original maturity exceeding 1 year |
December | 31 | |
|---|---|---|---|
| 2017 $ 27,390 |
2016 $ - |
As of December 31, 2017, the interest rate of time deposits with original maturities exceeding 1 year was 2.73%.
10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES
| Notes receivable and trade receivables Notes receivable Trade receivables Less: Allowance for impairment loss Other receivables Tax receivable Others |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2017 $ - 4,994,955 (16,812) $ 4,978,143 $ 123,558 8,446 $ 132,004 |
2016 $ 542 3,138,753 (17,460) $ 3,121,835 $ 112,369 8,228 $ 120,597 |
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- a. Notes receivable and trade receivables
The average credit period of sales for goods was 60 days. In determining the recoverability of a trade receivable, the Group evaluates each customer’s credibility and financial position and considers any change in the credit quality of the trade receivable since the date credit was initially granted to the end of the reporting period.
Before trading with any new customer, the Group assesses the potential customer’s credit quality and defines credit limits based on an internal credit scoring system.
For the trade receivables balances that were past due at the end of the reporting period, the Group had not recognized an allowance for impairment loss, because there was not a significant change in credit quality and the amounts were still considered recoverable.
The aging of notes receivable and trade receivables was as follows:
| Neither past due nor impaired Past due but not impaired Within 60 days 61-120 days Over 120 days |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2017 $ 4,836,700 134,372 5,343 1,728 $ 4,978,143 |
2016 $ 3,064,828 42,064 11,855 3,088 $ 3,121,835 |
The above aging schedule was based on the past due days from the end of the credit term.
As of December 31, 2017, the Group did not hold collateral for most of its receivables.
The movements of the allowance for doubtful notes receivable and trade receivables were as follows:
| Individually Assessed for Impairment Assembly Assessed for Impairment Balance at January 1, 2016 $ 271 $ - Add: Impairment losses recognized on receivables 17,460 - Less: Amounts written off during the year as uncollectable (271) - Balance at December 31, 2016 $ 17,460 $ - Balance at January 1, 2017 $ 17,460 $ - Add: Impairment losses recognized on receivables 53 - Less: Amounts written off during the year as uncollectable (53) - Less: Impairment losses reversed (648) - Balance at December 31, 2017 $ 16,812 $ - |
Total $ 271 17,460 (271) $ 17,460 $ 17,460 53 (53) (648) $ 16,812 |
|---|---|
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The Group recognized impairment loss on trade receivables amounting to NT$16,812 thousand as of December 31, 2017. This amount mainly related to customers that were experiencing severe financial difficulties. The Group did not hold any collateral over these balances.
The carrying amount of trade receivables pledged as collateral for borrowings is disclosed in Note 35.
b. Other receivables
No allowance for impairment loss of other receivables was recognized since the other receivables of the Group were not past due and the Group assessed that there was no uncertainty of recoverability.
11. INVENTORIES
| Finished goods and merchandise Work in progress Raw materials |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ 923,904 8,361,909 586,357 $ 9,872,170 |
2016 $ 950,104 5,781,372 355,941 $ 7,087,417 |
The reversal of inventory write-downs resulting from the increase in the net realizable value was included in the cost of goods sold. Previous write-downs were reversed as a result of stock clearance.
| Reversal of inventory write-downs |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ 528,612 |
2016 $ 1,117,930 |
12. SUBSIDIARIES
Subsidiary included in consolidated financial statements
As of December 31, 2017, the Company has direct and indirect majority ownership over the following subsidiaries: Run Hong Investment, Ltd. (Run Hong), Hui Ying Investment, Ltd. (Hui Ying), Mxtran Inc. (Mxtran), Macronix America Inc. (MXA), Macronix (BVI) Co., Ltd. (MXBVI), Mxtran Holding (Samoa) Co., Ltd. (Mxtran Samoa), Mxtran (H.K.) Holding Co., Limited (Mxtran HK), New Trend Technology Inc. (NTTI), Macronix (Asia) Limited (MX Asia), Macronix Pte. Ltd. (MPL), Macronix Europe NV. (MXE), Macronix (Hong Kong) Co., Limited (MXHK) and Macronix Microelectronics (Suzhou) Co., Ltd. (MXm).
| Investor Investee Nature of Activities The Company Run Hong Investment company The Company Hui Ying Investment company The Company and Run Hong Mxtran Combi-SIM IC and the related service The Company and Run Hong Infomax Communication Co., Ltd (INFOMAX) Baseband chip, analog baseband chip, and power management chip The Company MXA Sales and marketing The Company MXBVI Investment holding company Mxtran Mxtran Samoa Investment holding company Mxtran Samoa Mxtran HK Investment holding company |
% of Ownership |
|---|---|
| **December 31 ** | |
| 2017 2016 100.00 100.00 100.00 100.00 94.84 94.84 Note 1 99.02 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 (Continued) |
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| Investor Investee Nature of Activities Mxtran HK Maxtran Technology Co., Ltd. (Maxtran Beijing) Technical support of Combi-SIM IC INFOMAX Infomax Holding Co., Ltd. (Infomax Samoa) Investment holding company Infomax Samoa Infomax Holding Company Limited (Infomax HK) Investment holding company Infomax HK Infomax Communication (Suzhou) Co., Ltd. (Infomax SU) Software, rendering and technical service MXBVI NTTI IC design MXBVI MX Asia Investment holding company MXBVI MPL After-sales service MXBVI MXE After-sales service MXBVI MXHK Sales and marketing MXHK MXm Development of integrated circuit system and software |
% ofOwnership |
|---|---|
| December 31 | |
| 2017 2016 Note 2 100.00 Note 1 100.00 Note 1 100.00 Note 1 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 |
(Concluded)
Note 1: On March 22, 2017, INFOMAX’s liquidation was approved in its shareholders’ meeting. Since the Group had lost control over INFOMAX as well as the subsidiaries of INFOMAX, the Group no longer includes INFOMAX in its consolidated financial statements.
Note 2: The liquidation of Maxtran Beijing was completed in January 2017.
13. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
Investments in associates
| Associates Modiotek Co., Ltd. (Modiotek) Principal Place Name of Associate Nature of Activities of Business Modiotek Wi-Fi audio and video transmission devices, ICs and smart security systems Hsinchu City |
December | 31 | |
|---|---|---|---|
| 2017 2016 $ - $ - % of Ownership |
|||
| **December 31 ** | |||
| 2017 2016 Note 23.39 |
Note: In the May 26, 2017 shareholders’ meeting, the decision for the liquidation of Modiotek and the election of its liquidator were resolved. The Group has hence lost its significant influence over Modiotek and Modiotek’s subsidiaries.
The investments accounted for by using the equity method.
Summarized financial information in respect of Modiotek is set out below. The summarized financial information below represents amounts shown in the associates’ financial statements prepared in accordance with IFRSs adjusted by the Group for equity accounting purposes.
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| December 31, | December 31, | |
|---|---|---|
| 2016 | ||
| Current assets | $ | 38,181 |
| Non-current assets | 3,495 | |
| Current liabilities | (59,098) | |
| Equity | $ | (17,422) |
| Proportion of the Group's ownership | 23.39% | |
| Equity attributable to the Group | $ | - |
| Realized gain or loss with associates | - | |
| Carrying amount | $ | - |
| For the Year | ||
| Ended | ||
| December 31, | ||
| 2016 | ||
| Operating revenue | $ | 32,193 |
| Net loss for the year | $ | (69,623) |
| Other comprehensive loss | (270) | |
| Total comprehensive income for the year | $ | (69,893) |
The investments accounted for by the equity method and the share of profit or loss and other comprehensive income of those investments for the year ended December 31, 2016 was based on the associates’ financial statements audited by the auditors for the same year.
14. PROPERTY, PLANT AND EQUIPMENT
| Cost Freehold land Buildings Machinery equipment Research and development equipment Transportation equipment Leasehold improvements Miscellaneous equipment Advance payments and construction in progress Accumulated depreciation and impairment Freehold land Buildings Machinery equipment Research and development equipment Transportation equipment Leasehold improvements Miscellaneous equipment Carrying amount at December 31, 2017 |
Years En | **ded December 31, ** | 2017 | ||||
|---|---|---|---|---|---|---|---|
| Balance, Beginning of Year $ 1,307,700 24,387,886 82,761,938 5,971,627 24,990 41,540 1,148,741 385,626 116,030,048 400,705 19,477,378 75,819,885 3,665,960 23,119 34,366 1,108,176 100,529,589 $ 15,500,459 |
Additions $ - - - 4,312 - - 5,433 2,729,453 $ 2,739,199 $ - 361,921 1,377,584 171,397 1,121 4,105 27,986 $ 1,944,114 |
Disposals $ - 1,215 510,111 188,559 2,650 478 34,506 - $ 737,519 $ - 1,214 509,457 180,988 2,650 478 33,128 $ 727,915 |
Net Exchange Differences $ (54,789 ) (2,574 ) - (285 ) (16 ) (930 ) (2,130 ) (25) $ (60,749) $ (30,938 ) (444 ) - (255 ) (15 ) (802 ) (1,972) $ (34,426) |
Individual Group Entity Effects $ - - - (6,888 ) - - (2,000 ) - $ (8,888) $ - - - (6,080 ) - - (1,813) $ (7,893) |
Reclassification Balance, End of Year $ - $ 1,252,911 88,129 24,472,226 2,946,737 85,198,564 (2,550,823 ) 3,229,384 900 23,224 - 40,132 42,362 1,157,900 527,305 2,587,750 $ - 117,962,091 $ - 369,767 - 19,837,641 1,777,310 78,465,322 (1,777,310 ) 1,872,724 - 21,575 - 37,191 - 1,099,249 $ - 101,703,469 $ 16,258,622 |
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| Cost Freehold land Buildings Machinery equipment Research and development equipment Transportation equipment Leasehold improvements Miscellaneous equipment Advance payments and construction in progress Accumulated depreciation and impairment Freehold land Buildings Machinery equipment Research and development equipment Transportation equipment Leasehold improvements Miscellaneous equipment Carrying amount at December 31, 2016 |
Years Ended Decem | ber 31, 2016 | |||
|---|---|---|---|---|---|
| Balance, Beginning of Year $ 1,320,487 23,709,538 82,541,070 5,168,722 30,285 43,850 1,163,014 1,425,924 115,402,890 407,984 19,142,362 74,541,409 3,575,569 25,177 30,126 1,084,140 98,806,767 $ 16,596,123 |
Additions $ - - - 3,684 - 14 3,875 878,996 $ 886,569 $ - 350,532 1,297,680 250,876 3,222 6,020 47,869 $ 1,956,199 |
Disposals $ - 11,324 173,199 5,453 5,152 - 17,681 - $ 212,809 $ - 11,324 173,169 5,106 5,152 - 17,602 $ 212,353 |
Net Exchange Differences $ (12,654 ) (21,678 ) - (3,123 ) (143 ) (2,324 ) (6,587 ) 40 $ (46,469) $ (7,146 ) (4,192 ) - (2,131 ) (128 ) (1,780 ) (5,514) $ (20,891) |
Reclassification Balance, End of Year $ (133 ) $ 1,307,700 711,350 24,387,886 394,067 82,761,938 807,797 5,971,627 - 24,990 - 41,540 6,120 1,148,741 (1,919,334) 385,626 $ (133) 116,030,048 $ (133 ) 400,705 - 19,477,378 153,965 75,819,885 (153,248 ) 3,665,960 - 23,119 - 34,366 (717) 1,108,176 $ (133) 100,529,589 $ 15,500,459 |
For the year ended December 31, 2017, no indication of an impairment loss was present and no impairment assessment was performed. Impairment assessment was performed in the year ended December 31, 2016, but no impairment was recognized.
The carrying amount of the freehold land in the U.S.A. which was unutilized by the Group as of December 31, 2017 and 2016 was US$9,579 thousand, respectively.
The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:
Buildings Main buildings 21-40 years Electronic equipment 11-20 years Facility equipment 6-15 years Landscape engineering 20 years Machinery equipment 4-11 years Research and development equipment 5-11 years Transportation equipment 5-6 years Leasehold improvements 3-16 years Miscellaneous equipment 2-16 years
Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 35.
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15. INTANGIBLE ASSETS
| Cost Software Licenses Others Accumulated amortization and impairment Software Licenses Others Carrying amounts at December 31, 2017 Cost Software Licenses Others Accumulated amortization and impairment Software Licenses Others Carrying amounts at December 31, 2016 |
Years Ended Decem | ber 31, 2017 | |||
|---|---|---|---|---|---|
| Balance, Beginning of Year $ 166,776 10,739 15,820 193,335 142,034 5,904 15,573 163,511 $ 29,824 |
Additions $ 37,373 - 13,000 $ 50,373 $ 24,729 167 3,345 $ 28,241 |
Disposals $ 115,006 5,994 4,100 $ 125,100 $ 115,006 1,328 4,100 $ 120,434 Years Ended Decem |
Net Exchange Differences Impairment Loss Balance, End of Year $ (140 ) $ - $ 89,003 - - 4,745 - - 24,720 $ (140) $ - 118,468 $ (143 ) $ 1,331 52,945 - - 4,743 - 154 14,972 $ (143) $ 1,485 72,660 $ 45,808 ber 31, 2016 |
||
| Balance, Beginning of Year $ 309,702 58,407 18,691 386,800 232,616 31,926 13,241 277,783 $ 109,017 |
Additions $ 12,773 6,000 514 $ 19,287 $ 64,077 15,683 5,717 $ 85,477 |
Disposals $ 153,771 53,668 3,381 $ 210,820 $ 153,771 53,668 3,381 $ 210,820 |
Net Exchange Differences Impairment Loss Balance, End of Year $ (1,928 ) $ - $ 166,776 - - 10,739 (4) - 15,820 $ (1,932) $ - 193,335 $ (1,794 ) $ 906 142,034 - 11,963 5,904 (4) - 15,573 $ (1,798) $ 12,869 163,511 $ 29,824 |
Intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:
Software Licenses Others
1-6 years 1-3 years 1-3 years
16. PREPAYMENTS FOR LEASES
| Current assets (included in other current assets) Non-current assets (included in other non-current assets) |
**December ** | **31 ** | |
|---|---|---|---|
| 2017 $ 516 19,626 $ 20,142 |
2016 $ 522 20,373 $ 20,895 |
Prepaid lease payments include payments for land use rights for land located in mainland China. The Group has obtained the land use right certificates.
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17. OTHER FINANCIAL ASSETS
| Non-current Restricted time deposits (Note 35) Refundable deposits (Note 31) Long-term receivables |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2017 $ 134,231 11,934 22,340 $ 168,505 |
2016 $ 138,861 11,645 1,350 $ 151,856 |
18. OTHER ASSETS
| Current Prepayments Offset against business tax payable Prepayments for leases Non-current Prepayments for leases |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2017 $ 180,825 2,827 516 $ 184,168 $ 19,626 |
2016 $ 197,561 30,900 522 $ 228,983 $ 20,373 |
19. BORROWINGS
a. Short-term borrowings
| Unsecured borrowings Unsecured borrowings Interest rate |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ - - |
2016 $ 400,000 1.55% |
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b. Long-term borrowings
| Secured borrowings Loans from financial institutions Unsecured borrowings Loans from financial institutions Less: Current portion Less: Arrangement fees Long-term borrowings Interest rate Borrowing Type Repayment Terms Secured syndicated loan denominated in NT$ From December 2017 to December 2022. Unsecured bank borrowing denominated in NT$ From June 2017 to July 2018. Secured bank borrowing denominated in NT$ From September 2017 to September 2022. Unsecured bank borrowing denominated in NT$ From August 2017 to February 2019. Secured bank borrowing denominated in NT$ From September 2015 to September 2018. Unsecured bank borrowing denominated in NT$ From March 2016 to January 2018. Secured bank borrowing denominated in NT$ From October 2013 to October 2018. Secured bank borrowing denominated in NT$ From December 2013 to December 2018. Secured bank borrowing denominated in NT$ From January 2015 to January 2020. Unsecured bank borrowing denominated in NT$ From February 2017 to April 2018. Secured bank borrowing denominated in JPY From March 2014 to March 2019. Secured bank borrowing denominated in NT$ From August 2015 to February 2018. Secured syndicated loan denominated in NT$ Pay off in December 2017. Secured bank borrowing denominated in NT$ Pay off in December 2017. |
December 31 | ||
|---|---|---|---|
| 2017 2016 $ 6,638,754 $ 8,611,118 1,430,000 1,326,667 8,068,754 9,937,785 3,178,666 4,280,876 30,359 21,365 $ 4,859,729 $ 5,635,544 1.48%-2.21% 1.52%-2.81% **December 31 ** |
|||
| $ | 2017 2016 5,300,000 $ - 800,000 - 500,000 - 350,000 - 290,000 470,000 210,000 460,000 200,000 400,000 166,962 330,425 141,694 204,669 70,000 - 34,098 64,024 6,000 42,000 - 6,120,000 - 800,000 (Continued) |
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| Borrowing Type Repayment Terms Secured bank borrowing denominated in NT$ Pay off in September 2017. Unsecured bank borrowing denominated in NT$ Pay off in September 2017. Secured bank borrowing denominated in NT$ Pay off in July 2017. Unsecured bank borrowing denominated in NT$ Pay off in March 2017. Less: Current portion Less: Arrangement fee Total long-term borrowings |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2017 $ - - - - 3,178,666 30,359 $ 4,859,729 |
2016 $ 100,000 66,667 80,000 800,000 4,280,876 21,365 $ 5,635,544 (Concluded) |
To repay the vested liabilities, purchase equipment or machinery and increase operating funds, the Group has entered into a 5-year syndicated loan agreement with 7 financial institutions in November 2017. Of the total amount of NT$7.7 billion of the syndicated loan, NT$5.3 billion has been used as of December 31, 2017.
The Group had provided notes as refundable guarantees for syndicated loan mentioned above that will be cancelled upon termination of the guarantee.
In addition, the Group’s floating borrowing rate on the above borrowing is reset every one to three months.
The loan agreement requires the maintenance of a current ratio, debt ratio, and interest coverage ratio based on the Group’s semi-annual and annual consolidated financial statements. For the year ended December 31, 2017, the Group had met the financial ratio covenants.
The details of assets pledged as collateral for long-term loans are set in Note 35.
20. NOTES PAYABLE AND TRADE PAYABLES
| Notes payable Trade payables |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ 826 2,786,705 $ 2,787,531 |
2016 $ 939 2,591,205 $ 2,592,144 |
The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed upon credit terms.
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21. OTHER PAYABLES
| Payable for bonus Payable for maintenance and repair Payable for patent Payable for legal fees Others |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ 253,777 181,744 180,449 85,624 757,082 $ 1,458,676 |
2016 $ 252,140 187,436 40,326 8,531 689,334 $ 1,177,767 |
22. PROVISIONS
| Current Employee benefits (a) Customer returns and rebates (b) Balance at January 1, 2017 Additional provisions recognized Reversing un-usage balances/usage Net exchange differences Balance at December 31, 2017 |
Employee Benefits $ 88,652 54,957 (83,009) (415) $ 60,185 |
December 31 | December 31 | |
|---|---|---|---|---|
| 2017 $ 60,185 250,842 $ 311,027 Customer Returns and Rebates $ 137,007 416,568 (296,015) (6,718) $ 250,842 |
2016 $ 88,652 137,007 $ 225,659 Total $ 225,659 471,525 (378,024) (7,133) $ 311,027 |
-
a. The provision for employee benefits represents vested long service leave entitlements accrued.
-
b. The provision for customer returns and rebates was based on historical experience, management’s judgment and other known reasons for estimated product returns and rebates that may occur in the year. The provision was recognized as a reduction of operating income in the year in which the related goods were sold.
23. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Company, Mxtran of the Group adopted a pension plan under the Labor Pension Act (the LPA), which is a state-managed defined contribution plan. Under on the LPA, the Group makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
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The employees of the Group’s subsidiary in China are members of a state-managed retirement benefit plan operated by the government of China. The subsidiary is required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.
b. Defined benefit plans
The defined benefit plan adopted by the Company in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the Bureau); the Group has no right to influence the investment policy and strategy.
The amounts based on the actuary report of the Group’s defined benefit plans were as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liability |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ 1,842,116 (665,599) $ 1,176,517 |
2016 $ 1,881,728 (757,286) $ 1,124,442 |
Movements in net defined benefit liability were as follows:
| Present Value of Defined Benefit Obligation Fair Value of the Plan Assets Balance at January 1, 2016 $ 1,799,856 $ 790,797 Defined benefit cost Current service cost 7,158 - Net interest expense 34,037 - Return on plan assets - 15,181 Recognized in profit or loss 41,195 15,181 Remeasurement Return on plan assets - (9,089) Actuarial loss - experience adjustments 17,490 - Actuarial loss - change in financial assumptions 92,919 - Recognized in other comprehensive income 110,409 (9,089) Contributions from the employer - 30,129 Benefits paid (69,732) (69,732) Balance at December 31, 2016 1,881,728 757,286 |
Net Defined Benefit Liabilities (Assets) $ 1,009,059 7,158 34,037 (15,181) 26,014 9,089 17,490 92,919 119,498 (30,129) - 1,124,442 (Continued) |
|---|---|
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| Present Value of Defined Benefit Obligation Fair Value of the Plan Assets Defined benefit cost Current service cost $ 6,168 $ - Net interest expense 27,942 - Return on plan assets - 11,308 Recognized in profit or loss 34,110 11,308 Remeasurement Return on plan assets - (4,189) Actuarial loss - experience adjustments 63,292 - Actuarial loss - change in financial assumptions - - Recognized in other comprehensive income 63,292 (4,189) Contributions from the employer - 31,304 Benefits paid (137,014) (130,110) Balance at December 31, 2017 $ 1,842,116 $ 665,599 |
Net Defined Benefit Liabilities (Assets) $ 6,168 27,942 (11,308) 22,802 4,189 63,292 - 67,481 (31,304) (6,904) $ 1,176,517 |
|---|---|
(Concluded)
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:
Operating costs Selling and marketing expenses General and administration expenses Research and development expenses |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2017 $ 12,406 1,203 4,075 5,103 $ 22,787 |
2016 $ 14,158 1,287 4,646 5,923 $ 26,014 |
Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:
-
1) Investment risk: The plan assets are invested in domestic/ and foreign/ equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
2) Interest risk: A decrease in the government/corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.
-
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
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The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| Discount rate Expected rate of salary increase Expected return on plan assets increase |
**December 31 ** |
|---|---|
| 2017 2016 1.50% 1.50% 3.00% 3.00% 1.50% 1.50% |
If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
Discount rate 0.50% increase 0.50% decrease Expected rate of salary increase 0.50% increase 0.50% decrease |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2017 $ (107,722) $ 116,885 $ 114,570 $ (106,740) |
2016 $ (115,193) $ 125,344 $ 122,856 $ (114,144) |
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| The expected contributions to the plan for the next year The average duration of the defined benefit obligation |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ 32,243 12.3 years |
2016 $ 31,033 12.9 years |
The Group maintains a separate executive pension plan and the net periodic pension costs were NT$11,396 thousand and NT$12,355 thousand for the years ended December 31, 2017 and 2016, respectively.
Movements in net defined benefit liability were as follows:
| Present Value of | |
|---|---|
| Defined Benefit | |
| Obligation | |
| Balance at January 1, 2016 | $ 411,177 |
| Defined benefit cost | |
| Current service cost | 6,318 |
| Net interest expense | 6,037 |
| Recognized in profit or loss | 12,355 |
| (Continued) |
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| Present Value of | |
|---|---|
| Defined Benefit | |
| Obligation | |
| Remeasurement | |
| Actuarial loss - experience adjustments | $ (17,726) |
| Actuarial loss - changes in financial assumptions | 1,828 |
| Recognized in other comprehensive income | (15,898) |
| Benefits paid | - |
| Balance at December 31, 2016 | 407,634 |
| Defined benefit | |
| Current service cost | 6,683 |
| Net interest expense | 4,713 |
| Recognized in profit or loss | 11,396 |
| Remeasurement | |
| Actuarial loss - experience adjustments | 23,706 |
| Actuarial loss - changes in financial assumptions | - |
| Recognized in other comprehensive income | 23,706 |
| Benefits paid | (9,455) |
| Balance at December 31, 2017 | $ 433,281 |
| (Concluded) |
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:
General and administration expenses |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2017 $ 11,396 |
2016 $ 12,355 |
The actuarial valuations of the present value of the defined benefit obligation of executive pension plan were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| actuarial valuations were as follows: | |
|---|---|
| Discount rate Expected rate of salary increase Expected return on plan assets increase |
December 31 |
| 2017 2016 1.50% 1.50% - - 1.50% 1.50% |
24. EQUITY
- a. Share capital
Ordinary shares
| Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued |
December 31 | December 31 | |
|---|---|---|---|
| 2017 6,550,000 $ 65,500,000 1,804,939 $ 18,049,385 |
2016 6,550,000 $ 65,500,000 3,615,354 $ 36,153,535 |
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Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.
The Company resolved, in the May 26, 2017 shareholder’s meeting, a capital reduction for offsetting the accumulated deficit to improve the Company’s financial structure. The capital reduction will amount to NT$18,651,070 thousand, representing 1,865,107 thousand shares and approximately 51% of the Company’s original share capital. The reduction was approved by the FSC on June 26, 2017 and went into effect upon approval. Per the authority granted in the shareholders’ meeting, the chairman of the Company determined June 29, 2017 as the basis date of the capital reduction. After the reduction, the paid-in capital would be NT$18,058,953 thousand, equivalent to 1,805,895 thousand shares.
A total of 864,704 thousand shares and 650,000 thousand shares of the Company’s authorized shares were reserved for the issuance of convertible bonds and employee share options.
b. Capital surplus
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (1) Issuance of ordinary shares Donations Treasury share transactions May be used to offset a deficit only Changes in percentage of ownership interests in subsidiaries (2) Treasury share transactions May not be used for any purpose Employee restricted shares |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ - 37 6,422 $ 6,459 $ 4,609 20,080 $ 24,689 $ (238,236) |
2016 $ 186,269 37 6,422 $ 192,728 $ 4,262 20,080 $ 24,342 $ 123,643 |
-
1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s paid-in capital and once a year).
-
2) Such capital surplus arises from changes in capital surplus of subsidiaries accounted for by using the equity method.
-
c. Retained earnings and dividend policy
In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The shareholders held their regular meeting on June 18, 2015 and, in that meeting, resolved amendments to the Company’s Articles of Incorporation (the Articles), particularly the amendment to the policy on dividend distribution. In accordance with the order No. 1040247800 issued by the Ministry of Economic Affairs, amendments to the Company’s Articles of Incorporation were approved by the meeting of share-holders on May 26, 2017.
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The Company’s Articles of Incorporation, amended on May 26, 2017, state that, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside a legal reserve 10% of the remaining profit (until the amount of the legal reserve equals the amount of the Company’s paid-in capital), setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors after the amendment, refer to “Employees’ compensation and remuneration of directors” in Note 26 (f).
The Company is classified under the capital intensive industry. In accordance with the long-term financial program of the Company, the above shareholders’ dividends can be retained as undistributed earnings, and then be distributed in future, as determined by the shareholders at the Annual General Meeting.
Distributions shall be prioritized to take the form of cash dividends. Nevertheless, it still depends on the Company’s financial, sales or operating conditions. The Company’s Articles of Incorporation provide that no more than 50% of the current year’s total amount of distributable earnings can be distributed in the form of share dividends.
The appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset any deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
The appropriation of earnings for 2017 had been proposed by the Company’s board of directors on March 16, 2018. The appropriation and dividends per share were as follows:
| Appropriation | Appropriation | Dividends Per | Dividends Per | |
|---|---|---|---|---|
| of | Earnings | Share (NT$) | ||
| Legal reserve | $ | 541,360 | ||
| Special reserve | 74,275 | |||
| Cash dividends | 1,804,776 |
$ | 1 | |
| Stock dividends | 360,955 | 0.2 |
The appropriation of earnings for 2017 is subject to the resolution of the shareholders’ meeting to be held on June 14, 2018.
d. Other equity items
- 1) Exchange differences on translating foreign operations
Balance at January 1 Exchange differences on translating foreign operations Balance at December 31 |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2017 $ (8,565) (76,618) $ (85,183) |
2016 $ 48,923 (57,488) $ (8,565) |
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- 2) Unrealized gain on available-for-sale financial assets
Balance at January 1 Unrealized gain on available-for-sale financial assets Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2017 $ 956,774 774,460 $ 1,731,234 |
2016 $ 871,368 85,406 $ 956,774 |
3) Employee unearned benefits
In the meetings of shareholders on June 18, 2014 and June 16, 2016, the shareholders approved a restricted share plan for employees. Refer to Note 29 for the information on restricted shares issued.
Balance at January 1 Granted Share-based payment expenses recognized Adjustments for change of turnover rate Balance at December 31 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2017 $ (306,958) - 213,100 8,258 $ (85,600) |
2016 $ (263,407) (256,420) 213,653 (784) $ (306,958) |
e. Non-controlling interests
Balance at January 1 Attributable to non-controlling interests: Share of loss for the year Exchange difference on translating foreign operations Non-controlling interest relating to outstanding vested share options held by the employees of subsidiaries Disposal of subsidiaries Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2017 $ 1,686 (538) (6) - (457) $ 685 |
2016 $ 8,763 (3,782) (1,129) (2,166) - $ 1,686 |
f. Treasury shares
The Company’s shares held by its subsidiaries at December 31, 2017 and 2016 were as follows:
| Number of | |||||
|---|---|---|---|---|---|
| Shares Held | Carrying | ||||
| Name of Subsidiary | (In Thousands) | Amount | Market Price | ||
| December | 31, 2017 | ||||
| Hui Ying | 1,918 |
$ 159,061 | $ | 84,786 | |
| December | 31, 2016 | ||||
| Hui Ying | 3,899 |
$ 159,061 | $ | 18,054 |
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The Company’s shares held by subsidiaries are regarded as treasury shares; shareholder’s rights are retained, except for the rights to participate in any share issuances for cash and to vote.
The Company implemented a capital reduction on June 29, 2017, with 1,918 thousand treasury shares remaining after the reduction; refer to Note 24 (a).
25. REVENUE
Revenue from the sale of goods Royalty income and others |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2017 $ 34,174,133 22,783 $ 34,196,916 |
2016 $ 24,106,626 18,347 $ 24,124,973 |
The analysis of the Group’s revenue and main products was disclosed in Note 39.
26. NET PROFIT (LOSS) FROM CONTINUING OPERATIONS
- a. Other income
Dividend income Interest income Others |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2017 $ 86,724 25,547 31,244 $ 143,515 |
2016 $ 97,030 19,900 47,323 $ 164,253 |
- b. Other gains and losses
Net foreign exchange (losses) gains Losses on disposal of investments Net gain arising on financial assets designated as at FVTPL Impairment losses Others Finance costs Interest on loans Other interest expenses Less: Amounts included in the cost of qualifying assets |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2017 $ (121,898) (2,517) - (1,485) (18,742) $ (144,642) For the Year Ended |
2016 $ 35,353 - 31,809 (12,869) (16,183) $ 38,110 December 31 |
||
| 2017 $ 215,690 18 (106) $ 215,602 |
2016 $ 302,381 3,989 (2,226) $ 304,144 |
- c. Finance costs
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Information about capitalized interest was as follows:
Capitalized interest Capitalization rate d. Depreciation and amortization Property, plant and equipment Intangible assets An analysis of depreciation by function Operating costs Operating expenses An analysis of amortization by function Operating costs Selling and marketing expenses General and administration expenses Research and development expenses e. Employee benefits expense Post-employment benefits (Note 23) Defined contribution plans Defined benefit plans Share-based payments Equity-settled Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2017 2016 $ 106 $ 2,226 0.90% 1.08% **For the Year Ended December 31 ** |
|||
| 2017 2016 $ 1,944,114 $ 1,956,199 28,241 85,477 $ 1,972,355 $ 2,041,676 $ 1,610,991 $ 1,543,863 333,123 412,336 $ 1,944,114 $ 1,956,199 $ 14,616 $ 50,190 141 539 9,628 8,961 3,856 25,787 $ 28,241 $ 85,477 **For the Year Ended December 31 ** |
|||
| 2017 $ 244,551 34,182 278,733 213,100 6,750,582 $ 7,242,415 $ 3,339,106 3,903,309 $ 7,742,415 |
2016 $ 244,680 38,369 283,049 213,505 5,413,729 $ 5,910,283 $ 2,588,863 3,321,420 $ 5,910,283 |
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f. Employees’ compensation and remuneration of directors
In compliance with the Company Act as amended in May 2015 and the amended Articles of Incorporation of the Company approved by the shareholders in their meeting on May 26, 2017, the Company accrued employees’ compensation and remuneration of directors at the rates of 15% and no higher than 2%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. Due to the net loss for the year ended December 31, 2016, there was no accrual for compensation of employees and remuneration of directors. For the years ended December 31, 2017 and 2016, the employees’ estimated compensation and the remuneration of directors were as follows:
Amount
Employees’ compensation Remuneration of directors |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2017 $ 997,202 $ 132,960 |
2016 $ - $ - |
If there is a change in the amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in the accounting estimate.
Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2018 and 2017 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
27. INCOME TAXES RELATING TO CONTINUING OPERATIONS
a. Major components of income tax expense (benefit) recognized in profit or loss
Current tax In respect of the current year Adjustments for prior years Deferred tax In respect of the current year Income tax expense (benefit) recognized in profit or loss |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2017 $ 19,976 - (808) $ 19,168 |
2016 $ 8,606 (145,239) (87,626) $ (224,259) |
A reconciliation of accounting loss and income tax expenses were as follows:
Income (loss) before tax from continuing operations Income tax expense calculated at the statutory rate Non-deductible expenses in determining taxable income Non-taxable income Realized loss on investment |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2017 $ 5,536,477 $ 956,334 138,201 (84,181) (82,414) |
2016 $ (471,054) $ (113,687) 120,956 (83,648) - (Continued) |
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Unrecognized deductible temporary differences (Unrecognized) recognized loss carryforwards Adjustments for prior years’ tax Income tax (benefit) expense recognized in profit or loss |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2017 $ (457,733) (451,039) - $ 19,168 |
2016 $ (566,667) 564,026 (145,239) $ (224,259) (Concluded) |
The applicable tax rate used above is the corporate tax rate of 17% payable by the Group in the ROC, while the applicable tax rate used by subsidiaries in China is 25%. Tax rates used by other group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.
In January 2018, it was announced that the Income Tax Act in the ROC was amended and, starting from 2018, the corporate income tax rate will be adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to 2018 unappropriated earnings will be reduced from 10% to 5%. Deferred tax assets recognized as at December 31, 2017 are expected to be adjusted and would increase by NT$175,206 thousand, in 2018.
As the status of 2018 appropriations of earnings is uncertain, the potential income tax consequences of 2017 unappropriated earnings are not reliably determinable.
- b. Current tax assets and liabilities
Current tax assets Tax refund receivable Current tax liabilities Income tax payable |
December | 31 | |
|---|---|---|---|
| 2017 $ 4,378 $ 2,030 |
2016 $ 3,656 $ 2,831 |
c. Deferred tax assets and liabilities
The Group offset certain deferred tax assets and deferred tax liabilities which met the offset criteria.
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year ended December 31, 2017
| Deferred tax assets Temporary differences Unrealized expense and losses Loss carryforwards |
Opening Balance Recognized in Profit or Loss Closing Balance $ 4,018 $ 808 $ 4,826 992,838 - 992,838 $ 996,856 $ 808 $ 997,664 |
|---|---|
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For the year ended December 31, 2016
| Deferred tax assets Temporary differences Unrealized expense and losses Loss carryforwards |
Opening Balance Recognized in Profit or Loss Closing Balance $ 3,618 $ 400 $ 4,018 905,612 87,226 992,838 $ 909,230 $ 87,626 $ 996,856 |
|---|---|
d. Deductible temporary differences, unused loss carryforwards and unused investment credits for which no deferred assets have been recognized in the consolidated balance sheets
| Loss carryforwards Expire in 2017 Expire in 2018 Expire in 2019 Expire in 2020 Expire in 2021 Expire in 2022 Expire in 2023 Expire in 2024 Expire in 2025 Expire in 2026 Expire in 2027 Investment credits Research and development expenditures Investment credits for stockholder Deductible temporary differences The unrecognized investment credits will expire in 2018. |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2017 $ - 131,497 659,371 82,441 131,050 184,390 2,783,339 6,267,507 2,587,948 3,112,795 66,231 $ 16,006,569 $ 147,545 - $ 147,545 $ 12,205,241 |
2016 $ 200,436 278,215 826,960 230,345 293,819 389,967 5,746,539 6,547,124 2,923,522 3,747,496 - $ 21,184,423 $ - 28,210 $ 28,210 $ 11,031,691 |
e. Information about unused investment credits and unused loss carry-forwards
As of December 31, 2017, investment credits comprised of:
| Law and Statutes Tax Credit Source Statute for Industrial Innovation Research and development expenditures |
Remaining Creditable Amount Expiry Year $ 147,545 2018 |
|---|---|
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Loss carryforwards as of December 31, 2017 comprised of:
Unused Amount
Expiry Year
$ 131,497 2018 659,371 2019 82,441 2020 131,050 2021 2,355,572 2022 6,452,381 2023 6,267,507 2024 2,587,948 2025 3,112,795 2026 66,231 2027 $ 21,846,793
- f. Integrated income tax
Unappropriated earnings (accumulated deficit) Generated before January 1, 1998 Generated on and after January 1, 1998 Shareholder - imputed credits account Creditable ratio for distribution of earnings |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2017 $ - 5,413,602 $ 5,413,602 $ 490,062 |
2016 $ - (18,651,070) $ (18,651,070) $ 473,568 For the Year Ended December 31, 2017 (Expected) Note |
Note: Since the amended Income Tax Act announced in January 2018 abolished the imputation tax system, there is no creditable ratio for distribution of earnings in 2018.
No tax creditable ratios were calculated for accumulated deficit as of December 31, 2016.
- g. Income tax assessments
The Company’s tax returns through 2015 have been assessed by the tax authorities.
28. EARNINGS (LOSS) PER SHARE
Unit: NT$ Per Share
Basic earnings (loss) per share Diluted earnings (loss) per share |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2017 $ 3.12 $ 3.03 |
2016 $ (0.14) $ (0.14) |
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The weighted average number of shares outstanding used for the earnings per share computation was adjusted retroactively for the capital reduction implemented to offset accumulated deficits on June 29, 2017. The basic and diluted earnings per share adjusted retrospectively for the year ended December 31, 2016, were as follows:
| Unit: | NT$ Per Share | ||
|---|---|---|---|
| Before | After | ||
| Retrospective | Retrospective | ||
| Adjustment | Adjustment | ||
| Basic loss per share | $ | (0.07) |
$ (0.14) |
| Diluted loss per share | $ | (0.07) |
$ (0.14) |
The income (loss) and weighted average number of ordinary shares outstanding in the computation of earnings (loss) per share from continuing operations were as follows:
Net Income (Loss) for the Year
Income (loss) for the year attributable to owners of the Company |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2017 $ 5,517,847 |
2016 $ (243,013) |
Weighted average number of ordinary shares outstanding (in thousand shares):
Weighted average number of ordinary shares in computation of basic earnings (loss) per share Effect of potentially dilutive ordinary shares: Restricted shares to employees Employees’ compensation or bonus issue to employees Weighted average number of ordinary shares in computation of diluted earnings (loss) per share |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2017 1,765,736 34,842 22,561 1,823,139 |
2016 1,748,483 - - 1,748,483 |
Since the Group offered to settle compensation or bonuses paid to employees in cash or shares, the Group assumed the entire amount of the compensation or bonus will be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
As disclosed in Note 29 to the financial statements in determining whether the share-based payments are potential ordinary shares. The aforementioned stock options were antidilutive and excluded from the computation of diluted loss per share for the year ended December 31, 2016.
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29. SHARE-BASED PAYMENT ARRANGEMENTS
- a. Employee share option plan
Mxtran
Approved by the board of directors of Mxtran on August 12, 2011, Mxtran was authorized to issue employee stock options for 2,344 thousand units. For each share option, the holder may subscribe for one new share of ordinary shares of Mxtran. The options are valid for six years and exercisable at certain percentages after the second anniversary from the grant date. For any subsequent changes in Mxtran’s capital surplus, the exercise price is adjusted accordingly.
Information on employee share options is as follows:
| Balance at January 1 Options cancelled Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2017 Number of Options (In Thousands) Weighted- average Exercise Price (NT$) 688 $ 10.00 (688) - - 10.00 |
2016 | |
| Number of Options (In Thousands) Weighted- average Exercise Price (NT$) 1,181 $ 10.00 (493) - 688 10.00 |
Options granted were priced using the Black-Scholes pricing model and the inputs to the model were as follows:
| Grant-date share price (NT$) | $ | 3.23 |
|---|---|---|
| Exercise price (NT$) | 10.00 | |
| Expected volatility | 44.82% | |
| Expected life (years) | 4.25 | |
| Expected dividend yield | - | |
| Risk-free interest rate | 1.11% |
For both the years ended December 31, 2017 and 2016, the compensation costs recognized were $0. As of December 31, 2016, the estimated percentages of forfeiture due to termination of employment over the remaining vesting period was 52.76%.
INFOMAX
Approved by the board of directors of INFOMAX on January 26, 2011, INFOMAX was authorized to issue 1,346 thousand units of employee share options. For each share option, the holder may subscribe for one new share of ordinary shares of INFOMAX. The options are for the earlier of six years to the grant dates or two months to the date of application for share listing on the TWSE or Taipei Exchange. The options granted are exercisable at certain percentages after the second anniversary from the grant date. For any subsequent changes in INFOMAX’s capital surplus, the exercise price is adjusted accordingly.
INFOMAX made a capital deduction and increased its share capital by 109,797 thousand shares and 100,000 thousand shares on December 1, 2012 and April 3, 2013, respectively. The subscription ratio for each share option is 0.3 ordinary shares and the exercise price is subject to adjustments for any change of capital structure.
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Information on employee share options is as follows:
Balance at January 1 Options cancelled Balance at December 31 |
For the Year Ended December 31 |
|---|---|
| 2016 | |
| Number of Options (In Thousands) Weighted- average Exercise Price (NT$) 5,121 $ 31.87 (5,121) - - - |
Options granted were priced using the Black-Scholes pricing model and the inputs to the model were as follows:
| Grant-date share price (NT$) | $ | 5.17 |
|---|---|---|
| Exercise price (NT$) | 10.00 | |
| Expected volatility | 37.82% | |
| Expected life (years) | 4.25 | |
| Expected dividend yield | - | |
| Risk-free interest rate | 0.91% |
For the years ended December 31, 2016, the compensation costs were not recognized because they were immaterial. As of December 31, 2016, the estimated percentages of forfeiture due to the termination of employment over the remaining vesting period were 3%.
- b. Restricted share plan for employees
Information on share plan for employees was as below:
| Board of | |||||||
|---|---|---|---|---|---|---|---|
| Directors | |||||||
| Approved | |||||||
| Approved | Grant Shares | Grant Shares | Issued Shares | ||||
| Date | (Thousand) | (Thousand) | Grant Date | Issued Date | (Thousand) | Fair | Value |
| 2014/06/18 | 123,251 | 38,365 |
2014/08/28 | 2014/12/25 | 37,301 |
$ | 7.76 |
| 62,213 | 2015/03/16 | 2015/07/22 | 61,279 |
6.82 | |||
| 2016/06/16 | 123,535 | 58,971 |
2016/10/25 | 2017/01/03 | 57,476 |
4.73 |
To meet the vesting conditions, an employee has to meet performance and other conditions over the vesting period, as follows:
-
1) Remain employed by the Company within one year after the grant date; and has a current year’s performance rating of “successful” (or higher) - 40% of restricted shares will be vested;
-
2) Remain employed by the Company within two years after the grant date; and has a current year’s performance rating of “successful” (or higher) - 30% of restricted shares will be vested;
-
3) Remain employed by the Company within three years after grant date; and has a current year’s performance rating of “successful” (or higher) - 30% of restricted shares will be vested.
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In addition to the vesting conditions, the limitations are as follows:
-
1) Employees, except for inheritance, should not sell, transfer, pledge, donate or in any other way dispose of the shares.
-
2) The shares should be held in a share trust.
-
3) Except for the above two paragraphs, the other rights of the restricted share plan for employees, which include, but are not limited to, dividends, bonuses, the distribution rights of the legal reserve and capital surplus, share options of cash capital, voting rights of shareholders, etc., are the same as the Group’s issued ordinary shares.
-
4) The dividends of restricted share plan for employees are not restricted by existing conditions.
When employees do not reach the vesting conditions of restricted share plan for employees during the year, the Company will recover and cancel the shares.
Information on restricted share plan for employees was as follows:
Balance at January 1 Granted (Note 1) Vested Forfeited (Notes 2 and 3) Cancelled by capital reduction (Note 4) Balance at December 31 |
Number of Shares (In Thousands) | Number of Shares (In Thousands) | Number of Shares (In Thousands) |
|---|---|---|---|
| **For the Year Ended ** | **December 31 ** | ||
| 2017 103,593 - (32,719) (3,676) 42,737 24,461 |
2016 81,407 58,971 (34,213) (2,572) - 103,593 |
Note 1: The number of granted shares in the year is not equal to the actual issued shares.
-
Note 2: The forfeited shares for the year ended December 31, 2017 consisted of 163 thousand shares that are not yet cancelled, 2,018 thousand shares already cancelled, and 1,495 thousand shares representing the difference between granted and issued shares as of October 25, 2016.
-
Note 3: The forfeited shares for the year ended December 31, 2016 consisted of 766 thousand shares not yet cancelled and 1,806 thousand shares already cancelled.
-
Note 4: Based on the capital reduction ratio as of June 29, 2017, 42,737 thousand shares were cancelled.
For the years ended December 31, 2017 and 2016, the compensation costs recognized were NT$213,100 thousand and NT$213,505 thousand, respectively.
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30. DISPOSAL OF SUBSIDIARIES
On March 22, 2017, INFOMAX filed for liquidation per the resolution reached in its shareholders’ meeting; therefore, the Group has no control over INFOMAX as well as the subsidiaries of INFOMAX.
- a. Analysis of assets and liabilities on the date of losing control
| March 22, | March 22, | |
|---|---|---|
| 2017 | ||
| Current assets | ||
| Cash and cash equivalents | $ | 3,892 |
| Other receivables | 365 | |
| Others | 26,792 | |
| Non-current assets | ||
| Property, plant and equipment | 995 | |
| Current liabilities | ||
| Other payables | (822) | |
| Net assets disposed of | $ | 31,222 |
| Loss on disposal of subsidiaries | ||
| Year Ended | ||
| December 31, | ||
| 2017 | ||
| Fair value of interest retained | $ | 22,889 |
| Net assets disposed of | (31,222) | |
| Non-controlling interests | 459 | |
| Loss on disposal | $ | (7,874) |
- b. Loss on disposal of subsidiaries
31. OPERATING LEASE ARRANGEMENTS
a. The Group as lessee
Operating leases relate to leases of land, offices, employee dormitories and office equipment with lease terms between 1 and 50 years. The Group does not have a bargain purchase options to acquire the leased land, offices, employee dormitories and office equipment at the expiration of the lease periods.
The future minimum lease payments of non-cancellable operating lease commitments were as follows:
| Not later than 1 year 1 - 5 years Later than 5 years |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ 90,693 294,905 757,101 $ 1,142,699 |
2016 $ 90,998 317,109 850,651 $ 1,258,758 |
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The lease payments recognized in profit or loss for the current year were as follows:
Minimum lease payments |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2017 $ 125,691 |
2016 $ 131,812 |
b. The Group as lessor
Operating leases relate to the sole building owned by the Group with lease terms between 2 to 5 years. All operating lease contracts contain market review clauses in the event that the lessee exercises its option to renew. The lessee does not have bargain purchase options to acquire the property at the expiration of the lease periods.
The future minimum lease revenue from non-cancellable operating leases was as follows:
| Not later than 1 year 1 - 5 years |
December | 31 | |
|---|---|---|---|
| 2017 $ 279 291 $ 570 |
2016 $ 1,219 580 $ 1,799 |
32. CAPITAL MANAGEMENT
The Group manages its capital to ensure that the Group will be able to operate under the premises of going concerns and growth while maximizing the return to shareholders through the optimization of the debt and equity balance.
The Group’s strategy for managing the capital structure is to lay out the plan of product development and expand the market share considering the growth and the magnitude of industry and further developing an integral plan founded on the required capacity, capital outlay, and magnitude of assets in long-term development. Ultimately, considering the risk factors such as the fluctuation of the industry cycle and the life cycle of products, the Group determines the optimal capital structure by estimating the profitability of products, operating profit ratio, and cash flow based on the competitiveness of products.
The management of the Group periodically examines the capital structure and contemplates on the potential costs and risks involved while exerting different financial tools. In general, the Group implements prudent strategy of risk management.
33. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments not measured at fair value
The management considers that the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values or their fair values cannot be reliably measured.
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-
b. Fair value of financial instruments measured at fair value on a recurring basis
-
1) Fair value hierarchy
December 31, 2017
| Available-for-sale financial assets Securities listed in ROC Securities listed in other countries December 31, 2016 Available-for-sale financial assets Securities listed in ROC Securities listed in other countries |
Level 1 $ 1,411,374 641,713 $ 2,053,087 Level 1 $ 909,258 374,444 $ 1,283,702 |
Level 2 $ - - $ - Level 2 $ - - $ - |
Level 3 $ - - $ - Level 3 $ - - $ - |
Total $ 1,411,374 641,713 $ 2,053,087 Total $ 909,258 374,444 $ 1,283,702 |
|---|---|---|---|---|
There were no transfers between Level 1 and Level 2 in the current and prior periods.
- c. Categories of financial instruments
| Financial assets Loans and receivables (i) Available-for-sale financial assets (ii) Financial liabilities Measured at amortized cost (iii) |
December 31 |
|---|---|
| 2017 2016 $ 14,672,113 $ 10,303,571 2,143,728 1,377,032 17,502,507 15,394,707 |
-
i) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt investments with no active market, notes receivable and trade receivables (including receivables from related parties), other receivables and other financial assets.
-
ii) The balances included the carrying amount of available-for-sale financial assets measured at cost.
-
iii) The balances included financial liabilities measured at amortized cost, which comprise short-term loans, notes payable and trade payables (including payables to related parties), other payables (including other payables to related parties), accrued employees’ compensation and remuneration of directors, payables for purchases of equipment and long-term loans (including current portion).
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- d. Financial risk management objectives and policies
The Group manages its exposure to risks relating to the operations through market risk, credit risk, and liquidity risk with the objective to reduce the potentially adverse effects the market uncertainties may have on its financial performance.
The plans for material treasury activities are reviewed by management in accordance with procedures required by relevant regulations or internal controls. During the implementation of such plans, the Group must comply with certain treasury procedures that provide guiding principles for overall financial risk management.
1) Market risk
The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below), interest rates (see (b) below), and other price risk (see (c) below).
a) Foreign currency risk
The Group had foreign currency sales and purchases, which exposed the Group to foreign currency risk. Exchange rate exposures were managed within approved policy parameters utilizing foreign exchange forward contracts.
Sensitivity analysis
The Group was mainly exposed to the USD and JPY.
The sensitivity analysis of rate is for the transactions in currencies other than the entity’s functional currency (i.e. foreign currencies) which are recognized at the rates of exchange prevailing at the end of each reporting period.
The following table details the Group’s sensitivity to a 3% and 10% increase in the New Taiwan dollars (i.e. the functional currency) against the USD and JPY, respectively. The sensitivity rates used are 3% and 10% when reporting foreign currency risk internally to key management personnel.
| Pre-tax profit decrease |
USD Impact For the Year Ended December 31 2017 2016 $ 106,626 $ 46,395 |
JPY Impact | JPY Impact | ||
|---|---|---|---|---|---|
| For the Year Ended December 31 |
|||||
| 2017 $ 106,626 |
2017 $ 35,238 |
2016 $ 64,580 |
b) Interest rate risk
The Group was exposed to interest rate risk because entities in the Group borrowed funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings.
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The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:
| Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial liabilities Sensitivity analysis |
December 31 |
|---|---|
| 2017 2016 $ 2,633,826 $ 2,483,341 - 400,000 6,160,791 4,023,604 8,068,754 9,937,785 |
The sensitivity analysis of interest is performed based on the financial liabilities exposed to cash flow interest rate risk at the end of each reporting period.
If interest rates had been 50 basis points higher/lower, the Group’s pre-tax loss for the years ended December 31, 2017 and 2016 would decrease/increase by NT$40,344 thousand and NT$49,689 thousand, respectively.
c) Other price risk
The Group was exposed to equity price risk through its investments in listed equity securities. Equity investments are held for strategic rather than trading purposes. The Group does not actively trade these investments.
Sensitivity analysis
A sensitivity analysis of equity prices is performed based on the fair values of available-for-sale investments at the end of each reporting period.
If equity prices had been 10% higher/lower, equity for the years ended December 31, 2017 and 2016 would have increase/decrease by NT$205,309 thousand and NT$128,370 thousand, respectively, as a result of the changes in fair value of available-for-sale investments.
2) Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group’s exposure to credit risk mainly arises from trade receivables - operating, bank deposits, and other financial instruments. Credit risk is managed separately for business related and financial related exposures.
Business related credit risk
In order to maintain the credit quality of trade receivables, the Group has established procedures to monitor and limit exposure to credit risk on trade receivables.
Credit evaluation is performed in the consideration of the relevant factors, such as financial condition, external and internal credit scoring, historical experience, and economic conditions, which may affect the customer’s paying ability. The Group holds some of the credit enhancements such as prepayments and collateral to mitigate its credit risks.
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Trade receivables consisted of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluations are performed on the financial condition of trade receivables and, where appropriate, credit guarantee insurance cover is purchased.
As of December 31, 2017 and 2016, the Group’s ten largest customers accounted for 51% and 48% of its total trade receivables (including receivables from related parties), respectively. The Group believed that the concentration of credit risk is relatively insignificant for the remaining trade receivables.
Financial credit risk
The Group’s exposure to financial credit risk which pertained to bank deposits and other financial instruments were evaluated and monitored by Corporate Treasury function. The Group only deals with creditworthy counterparties and banks so that no significant credit risk was identified.
- 3) Liquidity risk
The objective of liquidity risk management is to ensure the Group has sufficient liquidity to fund its business requirements of cash and cash equivalents and the unused of financing facilities associated with existing operations.
The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2017 and 2016, the Group had available unutilized overdraft and short-term bank loan facilities of approximately NT$3,239,475 thousand and NT$3,097,404 thousand, respectively.
Liquidity and interest rate risk tables for non-derivative financial liabilities
The Group’s remaining contractual maturity for its non-derivative financial liabilities had been drawn up based on the undiscounted cash flows (included principal and interest) of financial liabilities from the earliest date on which the Group can be required to pay. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.
To the extent that interest flows are floating rate, the undiscounted amount was derived from the expected borrowing interest rate at the end of the reporting period.
December 31, 2017
| On Demand or Less than 1 Year Non-derivative financial liabilities Non-interest bearing $ 9,464,112 Variable interest rate liabilities 3,315,848 Fixed interest rate liabilities - $ 12,779,960 |
1-3 Years $ - 2,691,562 - $ 2,691,562 |
3-5 Years $ - 2,398,833 - $ 2,398,833 |
5+ Years $ - - - $ - |
Total $ 9,464,112 8,406,243 - |
|---|---|---|---|---|
| $ 17,870,355 |
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December 31, 2016
| On Demand or Less than 1 Year Non-derivative financial liabilities Non-interest bearing $ 5,078,287 Variable interest rate liabilities 4,472,702 Fixed interest rate liabilities 400,034 $ 9,951,023 |
1-3 Years $ - 5,679,701 - $ 5,679,701 |
3-5 Years $ - 15,744 - $ 15,744 |
5+ Years $ - - - $ - |
Total $ 5,078,287 10,168,147 400,034 |
|---|---|---|---|---|
$ 15,646,468 |
The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities was subject to change if changes in variable interest rates were to differ from those estimates of interest rates determined at the end of the reporting period.
34. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Besides information disclosed elsewhere in the other notes, details of transactions between the Group and other related parties are disclosed below.
- a. Related parties and their relationships associated with the Company:
| Related Parties Modiotek Co., Ltd. (Modiotek) MegaChips Corporation (MegaChips) Ardentec Corporation (Ardentec) TM Technology, Inc. (TMTECH) Macronix Education Foundation (MXIC Education) |
Relationship with the Company |
|---|---|
| Associates (Note) Key management personnel The Group is its major management authority Others Others |
Note: In the May 26, 2017 shareholders’ meeting, the decision for the liquidation of Modiotek and the election of its liquidator were resolved. The Group has hence lost its significant influence over Modiotek and Modiotek’s subsidiaries.
- b. Operating revenues
Line Items Related Parties Categories/Name Sales Key management personnel MegaChips Others Associates |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2017 $ 8,657,954 1,058 41 $ 8,659,053 |
2016 $ 4,846,104 2,691 1,698 $ 4,850,493 |
Sales prices for the related parties were not comparable to those for external customers as the Group was the sole provider of these customers. The sales terms for the related parties were between 30 to 60 days after monthly closing, similar to those with external customers.
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c. Purchases
Related Parties Categories/Name Key management personnel MegaChips |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2017 $ 5,595,024 |
2016 $ 1,217,272 |
Materials purchased from related parties were for manufacturing process. The payment term was 30 days post acceptance month’s closing, similar to those with external vendors.
d. Receivables from related parties
| Line Items Related Parties Categories/Name Receivables from related Key management personnel parties, net MegaChips Others Associates Other receivables Associates Modiotek Others MXIC Education |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2017 $ 732,888 - - $ 732,888 $ - - $ - |
2016 $ 540,738 185 21 $ 540,944 $ 303 97 $ 400 |
The outstanding trade receivables from related parties are unsecured. For the years ended December 31, 2017 and 2016, no impairment loss was recognized for trade receivables from related parties.
e. Payables to related parties
| Line Items Related Parties Categories/Name Payables to related parties Key management personnel MegaChips The Group is its major management authority |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2017 $ 3,339,853 74,286 $ 3,414,139 |
2016 $ 1,082,381 57,303 $ 1,139,684 |
The outstanding trade payables from related parties are unsecured and will be settled in cash.
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f. Other transactions with related parties
| Line Items Related Parties Categories/Name Manufacturing expense The Group is its major management authority Ardentec Operating expense Others MXIC Education Key management personnel MegaChips Associates Software and pattern Associates revenue Modiotek The Group is its major management authority Ardentec Key management personnel Rental revenue Associates Modiotek |
For the Year Ended 2017 $ 257,879 $ 11,000 - 1 $ 11,001 $ 330 - - $ 330 $ 963 |
For the Year Ended 2017 $ 257,879 $ 11,000 - 1 $ 11,001 $ 330 - - $ 330 $ 963 |
December 31 |
|---|---|---|---|
| 2017 $ 257,879 $ 11,000 - 1 $ 11,001 $ 330 - - $ 330 $ 963 |
2016 $ 145,811 $ 11,765 2,430 303 $ 14,498 $ 719 1,951 4 $ 2,674 $ 4,309 |
The manufacturing expense of related parties were comparable to those with other vendors. The payment term was 75 days after monthly closing.
The Group leases offices to associates (rentals are classified under other gains and losses). The amount of lease payment was based on the office space leased by each related party and was collected on a monthly basis.
Under certain contracts, the Group authorized the above related parties to use the Group’s pattern and software. The specifically negotiated terms were not comparable to those with external customers.
- g. Compensation of key management personnel
Short-term benefits Post-employment benefits Share-based payments Other long-term employee benefits |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2017 $ 471,986 11,400 27,257 116 $ 510,759 |
2016 $ 137,251 12,463 11,660 195 $ 161,569 |
The remuneration of key executives was determined by the remuneration committee based on the performance of individuals and market trends.
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35. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for bank borrowings, the tariff of imported raw materials guarantees, natural gas agreements, land lease agreements or the deposits for hiring foreign workers:
Property, plant and equipment, net Trade receivables Pledge deposits (classified as other financial assets - non-current) |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ 10,244,901 - 134,231 $ 10,379,132 |
2016 $ 11,226,873 729,891 138,861 $ 12,095,625 |
36. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of December 31, 2017 and 2016 were as follows:
-
a. As of December 31, 2017 and 2016, unused letters of credit amounted to approximately NT$405,485 thousand and NT$0, respectively.
-
b. Unrecognized commitments are as follows:
| Acquisition of property, plant and equipment |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ 655,993 |
2016 $ 686,864 |
-
c. The Group entered into a phase-change memory technology development agreement with IBM in January 2010, and the agreement is renewed every three years. Under the agreement, both parties share the related expenditures of the technology development. The term of the third agreement was from January 2016 to January 2019. As of December 31, 2017, the unrecognized commitment was US$2,400 thousand.
-
d. In March 2017, the Company and its subsidiaries filed a complaint in the International Trade Commission (ITC) and the United States Federal Court against Toshiba Corporation and its subsidiaries for infringement of patents. At present, the case is still with the court. In October 2017, Toshiba Memory Corporation (TMC) filed a complaint in a Taiwan court against the Company for infringement of patents. In November 2017, TMC filed in the Japan Patent Office a request for recognition of the Company’s alleged infringement of patents. At present, the complaints are still in the early stages of legal procedures. The Company cannot make a reliable estimate of contingent liability, if any.
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37. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Group entities’ significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:
December 31, 2017
| Foreign Exchange Currencies Rate Financial assets Monetary items JPY $ 14,757,728 0.2642 USD 188,955 29.76 Financial liabilities Monetary items JPY 13,423,969 0.2642 USD 69,526 29.76 December 31, 2016 Foreign Exchange Currencies Rate Financial assets Monetary items JPY $ 6,847,403 0.2756 USD 81,540 32.25 Financial liabilities Monetary items JPY 4,504,143 0.2756 USD 33,586 32.25 |
Carrying Amount $ 3,898,992 5,623,301 $ 9,522,293 $ 3,546,613 2,069,094 $ 5,615,707 Carrying Amount $ 1,887,144 2,629,665 $ 4,516,809 $ 1,241,342 1,083,149 $ 2,324,491 |
|---|---|
For the years ended December 31, 2017 and 2016, realized and unrealized net foreign exchange gains (losses) were NT$(121,898) thousand and NT$35,353 thousand, respectively. It is impractical to disclose net foreign exchange losses by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the group entities.
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38. SEPARATELY DISCLOSED ITEMS
Information on significant transactions and information on investees:
-
a. Financing provided to others: None
-
b. Endorsements/guarantees provided: None
-
c. Marketable securities held (excluding investment in subsidiaries, associates and joint ventures): Table 1 (attached)
-
d. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None
-
e. Acquisition of individual real estate at costs of at least NT $300 million or 20% of the paid-in capital: None
-
f. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None
-
g. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 2 (attached)
-
h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 3 (attached)
-
i. Trading in derivative instruments: None
-
j. Intercompany relationships and significant intercompany transactions: Table 4 (attached)
-
k. Information on investees: Table 5 (attached)
-
l. Information on investments in mainland China
-
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, investment gains or losses, carrying amount of the investment at the end of the period, repatriations investment gains or losses, and limit on the amount of investment in the mainland China area: Table 6 (attached)
-
2) Any of the significant transactions with investee companies in mainland China, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses: Table 4 (attached)
39. SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance emphasizes on the types of goods or services delivered or provided. Considering the nature of the product and the process of manufacture, the management integrated those divisions of similar operation functions into one operation segment. The reporting segments of the Group were as follows:
Memory products and wafer fabrication
IC design
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There was no material difference between the accounting policies of the reportable segment and those described in Note 4.
a. Segment revenues and results
The following was an analysis of the Group’s revenue and results from continuing operations by reportable segment.
| Segment Net Operating Revenue For the Year Ended December 31 2017 2016 Memory products and wafer fabrication $ 34,184,459 $ 24,095,973 IC design 12,457 29,000 Total $ 34,196,916 $ 24,124,973 Other income Other gains and losses Finance costs Share of loss of associates Income (loss) before tax (continuing operations) Segment total assets and liabilities Segment assets Memory products and wafer fabrication IC design Total segment assets Uncollected assets Consolidated total assets Segment liabilities Memory products and wafer fabrication IC design Total segment liabilities Uncollected liabilities Consolidated total liabilities |
Segment Net Operating Revenue |
Segment Net Operating Revenue |
Segment Net Operating Revenue |
Segment Income (Loss) from Operations and Net Income (Loss) |
Segment Income (Loss) from Operations and Net Income (Loss) |
||
|---|---|---|---|---|---|---|---|
| For the Year Ended **December 31 ** |
For the Year Ended **December 31 ** |
||||||
| 2016 $ 24,095,973 29,000 $ 24,124,973 |
2017 2016 $ 5,759,447 $ (120,447) (6,241) (237,176) 5,753,206 (357,623) 143,515 164,253 (144,642) 38,110 (215,602) (304,144) - (11,650) $ 5,536,477 $ (471,054) **December 31 ** |
||||||
| $ | 2017 43,016,576 11,155 43,027,731 1,166,168 44,193,899 11,495,026 2,093 11,497,119 8,040,433 19,537,552 |
2016 $ 34,291,718 104,084 34,395,802 1,148,713 $ 35,544,515 $ 6,852,259 53,598 6,905,857 10,319,258 $ 17,225,155 |
|||||
| $ | |||||||
$ |
|||||||
| $ |
b. Segment total assets and liabilities
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For the purpose of monitoring segment performance and allocating resources between segments:
-
1) All assets were allocated to reportable segments other than interests in associates accounted for using the equity method, other financial assets, and current and deferred tax assets. Assets used jointly by reportable segments were allocated on the basis of the revenue earned by individual reportable segments; and
-
2) All liabilities were allocated to reportable segments other than borrowings and other financial liabilities. Liabilities for which reportable segments are jointly liable were allocated in proportion to segment assets.
-
c. Geographical information
The Group operates in two principal geographical areas - Taiwan and China.
The Group’s net operating revenue from external customers by location of operations and information about its non-current assets by location of assets are detailed below.
| Taiwan China Others |
Revenue from External Customers Year Ended December 31 2017 2016 $ 26,493,795 $ 19,092,274 6,292,478 4,141,254 1,410,643 891,445 $ 34,196,916 $ 24,124,973 |
Non-current Assets | Non-current Assets | ||
|---|---|---|---|---|---|
| December 31 | |||||
| 2017 $ 26,493,795 6,292,478 1,410,643 $ 34,196,916 |
2017 $ 15,825,984 209,012 289,060 $ 16,324,056 |
2016 $ 15,013,177 224,083 313,396 $ 15,550,656 |
Non-current assets exclude financial instruments and deferred tax assets.
- d. Information about major customers
Single customers who contributed 10% or more to the Group’s revenue were as follows:
Customer A |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2017 $ 8,657,954 |
2016 $ 4,846,104 |
Note: Revenue from Memory products and wafer fabrication.
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TABLE 1
MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY
MARKETABLE SECURITIES HELD DECEMBER 31, 2017
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2017 | December 31, 2017 | Shares as Collateral |
||
|---|---|---|---|---|---|---|---|---|
| Shares/Units (In Thousands) |
Carrying Amount |
Percentage of Ownership |
Fair Value (Note) |
|||||
| The Company MXBVI Hui Ying |
Stock Ardentec Corporation United Industrial Gases Co., Ltd. Aetas Technology Inc. Zowie Technology Co., Ltd. Quality Test System Inc. Stock Chipbond Technology Corporation Key ASIC Bhd Tower Semiconductor Ltd. Global Strategic Investment Fund (Cayman) Global Strategic Investment Fund (Samoa) Stock Macronix International Co., Ltd. Raio Technology Co., Ltd. |
The Company serves as member of its board of directors None None None None None None None None None The Company None |
Available-for-sale financial assets - non-current Financial assets measured at cost - non-current Financial assets measured at cost - non-current Financial assets measured at cost - non-current Financial assets measured at cost - non-current Available-for-sale financial assets - non-current Available-for-sale financial assets - non-current Available-for-sale financial assets - non-current Financial assets measured at cost - non-current Financial assets measured at cost - non-current Available-for-sale financial assets - non-current Financial assets measured at cost - non-current |
35,951,871 6,671,877 145,850 20,426 4,538,333 1,088,319 26,924,500 584,893 490,000 1,739,783 1,918,243 1,089,430 |
$ 1,349,993 58,500 - - - 61,381 48,502 593,211 - 32,141 84,786 - |
7.41 3.06 0.29 0.14 14.64 0.17 3.02 0.59 2.52 4.90 0.11 10.23 |
$ 1,349,993 58,500 - - - 61,381 48,502 593,211 - 32,141 84,786 - |
None None None None None None None None None None None None |
Note: The fair value of financial assets measured at cost is recognized at its original cost less accumulated impairment loss.
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TABLE 2
MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2017
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Buyer | Related Party | Relationship | Transaction Details | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount |
% to Total |
Payment Terms | Unit Price | Payment Term |
Ending Balance | % to Total |
||||
| The Company MXHK MXA |
MegaChips Corporation MXHK MXA MegaChips Corporation The Company The Company |
Its subsidiary, Shun Ying Investment, is represented in MXIC’s board of directors Indirect subsidiary Subsidiary Its subsidiary, Shun Ying Investment, is represented in MXIC’s board of directors Indirect subsidiary Subsidiary |
Sales Sales Sales Purchase Purchase Purchase |
$ 8,657,954 5,772,861 1,246,553 5,595,024 US$ 190,251 US$ 41,080 |
25 17 4 48 100 100 |
30 days after monthly closing 45 days after monthly closing Net 60 days 30 days post acceptance month’s closing 45 days after monthly closing Net 60 days |
Note 34 Note 34 Note 34 Note 34 No material difference No material difference |
Note 34 Note 34 Note 34 Note 34 No material difference No material difference |
$ 732,888 1,088,918 217,987 3,339,853 US$ 36,595 US$ 7,291 |
12 18 4 54 100 100 |
- - - - - - |
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TABLE 3
MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2017
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate | Overdue | Overdue | Amounts Received in Subsequent Period |
Allowance for Impairment Loss |
|---|---|---|---|---|---|---|---|---|
| Amount | **Action Taken ** | |||||||
| The Company | MegaChips Corporation MXHK MXA |
Its subsidiary, Shun Ying Investment, is represented in MXIC’s board of directors Indirect subsidiary Subsidiary |
$ 732,888 1,088,918 217,987 |
13.60 times 6.25 times 8.35 times |
$ - - - |
- - - |
JPY 2,307,851 thousand US$ 20,793 thousand US$ 5,103 thousand |
$ - - - |
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TABLE 4
MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Counterparty | Relationship (Note 1) |
Transaction Details | Transaction Details | ||
|---|---|---|---|---|---|---|
| Financial Statement Accounts | Amount | Payment Terms | % to Total Revenues or Assets |
|||
| MXIC | MXHK | 1 | Sales | $ 5,772,861 | Note 2 | 17 |
| Notes receivable and trade receivables | 1,088,918 | 2 | ||||
| MXE | 1 | Operatingexpenses | 133,831 | - | ||
| Otherpayables | 36,978 | - | ||||
| MXA | 1 | Sales | 1,246,553 | Note 2 | 4 | |
| Operatingexpenses | 213,428 | 1 | ||||
| Notes receivable and trade receivables | 217,987 | - | ||||
| Otherpayables | 102,035 | - | ||||
| Mxtran | 1 | Rental revenue | 884 | Note 3 | - | |
| MX Asia | 1 | Operatingexpenses | 87,644 | - | ||
| Otherpayables | 24,694 | - | ||||
| INFOMAX | 1 | Purchase ofproperty, plant and equipment | 6,000 | - | ||
| Purchase of intangible assets | 13,000 | - | ||||
| MXHK | MXm | 3 | Operatingexpenses | 233,394 | 1 |
Note 1: The transactions from the parent company to the subsidiary are denoted as 1.
The transactions from the subsidiary to the parent company are denoted as 2.
The transactions between two subsidiaries are denoted as 3.
Note 2: The sales price refers to the agreed upon product price for the end customer.
Note 3: The Company leased office space to related parties and collected rental revenue according to the floor space per month.
Note 4: The transaction terms with related parties were 30 to 60 days after monthly closing and were similar to those with third parties.
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TABLE 5
MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | Balance | as of December 31, 2017 | as of December 31, 2017 | Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2017 |
December 31, 2016 |
Shares | % | Carrying Amount | |||||||
| The Company MXBVI Run Hong Hui Ying Mxtran Mxtran Samoa |
MXA MXBVI Hui Ying Run Hong INFOMAX Mxtran Modiotek NTTI MXE MPL MXHK MX Asia INFOMAX Mxtran Modiotek Modiotek Mxtran Samoa Mxtran HK |
San Jose, California, U.S.A. Tortola, British Virgin Islands Taipei, Taiwan Taipei, Taiwan Hsinchu, Taiwan Hsinchu, Taiwan Hsinchu, Taiwan San Jose, California, U.S.A. Belgium Singapore Hong Kong Cayman Island Hsinchu, Taiwan Hsinchu, Taiwan Hsinchu, Taiwan Hsinchu, Taiwan Samoa Hong Kong |
Sales and marketing Investment holding company Investment Investment Baseband chip, analog baseband chip, and power management chip Combi-SIM IC and the related service Wi-Fi video transmission IC and smart security systems IC design After-sales service After-sales service Sales and marketing Investment holding company Baseband chip, analog baseband chip, and power management chip Combi-SIM IC and the related service Wi-Fi video transmission IC and smart security systems Wi-Fi video transmission IC and smart security systems Investment holding company Investment holding company |
$ 2,640 7,348,057 500,000 984,432 - 755,287 - 874,418 2,106 3,291 378,427 26,325 - 40,318 - - 35,979 23,880 |
$ 2,640 7,348,057 500,000 984,432 2,876,842 755,287 430,232 866,796 2,106 3,291 378,427 26,325 111,028 40,318 30,442 30,442 35,979 23,880 |
100,000 212,048,000 - - - 69,627,323 - 26,600,000 999 174,000 89,700,000 700,000 - 3,393,200 - - 1,170,000 6,152,000 |
100.00 100.00 100.00 100.00 - 90.43 - 100.00 100.00 100.00 100.00 100.00 - 4.41 - - 100.00 100.00 |
$ 105,331 2,097,567 24,498 13,968 - 8,575 - 289,240 110,993 18,241 680,320 58,609 - 418 - - 1,023 435 |
$ 15,585 203,610 856 (498 ) (1,186 ) (10,215 ) - (6,424 ) 8,140 915 192,076 3,368 (1,186 ) (10,215 ) - - (7 ) (7 ) |
$ 15,585 203,610 856 (498 ) (1,153 ) (9,237 ) - Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 |
Subsidiary Subsidiary Subsidiary Subsidiary Note 2 Subsidiary Note 3 Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Note 2 Subsidiary Note 3 Note 3 Subsidiary Subsidiary |
Note 1: Under relevant regulations, no disclosure of investment gain (loss) is needed.
Note 2: On March 22, 2017, INFOMAX filed for liquidation per the resolution reached in its shareholders’ meeting; hence, the Group has no control over INFOMAX as well as the subsidiaries of INFOMAX.
Note 3: In the May 26, 2017 shareholders’ meeting, the decision for the liquidation of Modiotek and the election of its liquidator were resolved. The Group has hence lost its significant influence over Modiotek and Modiotek’s subsidiaries.
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TABLE 6
MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY
INFORMATION ON INVESTMENT IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Main Businesses and Products | Main Businesses and Products | Paid-in Capital | Method of Investment |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2017 |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2017 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2017 |
Net Income (Loss) of the Investee |
% Ownership for Direct or Indirect Investment |
Investment Gain (Loss) (Note 2) |
Carrying Amount as of December 31, 2017 |
Accumulated Repatriation of Investment Income as of December 31, 2017 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | |||||||||||||
| MXm Maxtran Beijing (Note 3) |
Development of integrated circuit system and software Technical support of Combi-SIM IC |
$ 296,160 23,435 |
MXHK (Note 1) Mxtran HK (Note 1) |
$ 296,160 23,435 |
$ - - |
$ - - |
$ 296,160 23,435 |
$ 18,658 (3 ) |
100 - |
$ 18,658 (2 ) |
$ 366,050 - |
$ - - |
||
| Accumulated Outward Remittance for Investment in MainlandChina as of December 31, 2017 |
Investment Amount Authorized by the Investment Commission, MOEA |
Upper Limit on the Amounts of Investment Stipulated by InvestmentCommission, MOEA |
||||||||||||
| $ 296,160 | $ 296,160 | (Note 4) |
Note 1: The Company invested in a company located in mainland China indirectly through the existing company in a third country.
Note 2: The amount was recognized based on the unreviewed financial statements of the investee company.
Note 3: The liquidation of Maxtran Beijing was completed in January 2017. The cancellation of the registration of Maxtran Beijing was filed with the Investment Commission, MOEA for recordation and approved in July 2017.
Note 4: As the Company has obtained the certificate of being qualified for operating headquarters issued by the Industrial Development Bureau, MOEA in March 2017, the upper limit on investments in mainland China pursuant to “Principle of investment or Technical Cooperation in Mainland China” is not applicable.
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