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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

-1-

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

-2-

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

-3-

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:

  1. We evaluated the appropriateness of the Group’s accounting policies relating to revenue recognition;

  2. Understood the internal controls over the approval of sales order and shipping and test the effectiveness of those internal controls;

  3. Sample the sales documents to inspect sales details, including related transaction documents and cash collections in the audited period and the subsequent period;

  4. Verify if any deviant occurred in those parties when the sales were recorded and cash was received;

  5. 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:

  1. We understood and assessed the adequacy of the policy and procedures for the inventory valuation adopted by the management.

  2. 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.

  3. 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.

-4-

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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

-5-

  1. 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.

  2. 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.

-6-

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.

-7-

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)

-8-

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)

-9-

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
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)











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






The accompanying notes are an integral part of the consolidated financial statements.

-10-

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)

-11-

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

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

-12-

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.

-13-

  • 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.

-14-

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.

-15-

  • 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.

-17-

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

-18-

  • 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.

-19-

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.

-20-

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.

-21-

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.

-22-

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.

-23-

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;

-25-

  • 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

-33-

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

-37-

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)

-38-

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.

-39-

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

-40-

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.

-41-

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.

-42-

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%

-43-

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)

-44-

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.

-45-

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.

-46-

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)

-47-

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.

-48-

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)

-49-

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

-50-

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.

-51-

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)

-52-

  • 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

-53-

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

-54-

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

-55-

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)

-56-



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

-57-

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

-58-

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)

-59-

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.

-60-

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.

-61-

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.

-62-

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.

-63-

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

-64-

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.

-65-

  • 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).

-66-

  • 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.

-67-

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.

-68-

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

-69-

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.

-70-

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.

-71-

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.

-72-

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.

-73-

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.

-74-

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

-75-

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

-76-

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.

-77-

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.

-78-

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
-
-
-
-
-
-

-79-

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
$ -
-
-

-80-

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.

-81-

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.

-82-

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.

-83-