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Macronix Audit Report / Information 2013

Nov 13, 2013

52013_rns_2013-11-13_60af9415-d66f-4c47-ac44-51fc7e8b099c.pdf

Audit Report / Information

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Macronix International Co., Ltd.

Parent Company Only Financial Statements for the Years Ended December 31, 2013 and 2012 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and the Stockholders Macronix International Co., Ltd.

We have audited the accompanying parent company only balance sheets of Macronix International Co., Ltd. (the “Company”) as of December 31, 2013 and 2012, and January 1, 2012 and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2013 and 2012. These parent company only financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the parent company only financial statements referred to above present fairly, in all material respects, the parent company only financial position of Macronix International Co., Ltd. as of December 31, 2013 and 2012, and January 1, 2012, and its financial performance and its cash flows for the years ended December 31, 2013 and 2012, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

March 17, 2014

Notice to Readers

The accompanying financial statements are intended only to present the 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 financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying 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 financial statements shall prevail.

  • 1 -

MACRONIX INTERNATIONAL CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4, 6 and 30)

Financial assets at fair value through profit or
loss - current (Notes 4, 7 and 30)
Notes receivable and trade receivables, net (Notes
4, 10 and 30)
Receivables from related parties, net (Notes 4, 30
and 31)
Other receivables (Notes 10, 30 and 31)
Inventories (Notes 4 and 11)
Other current assets (Note 16)

Total current assets

NON-CURRENT ASSETS
Available-for-sale financial assets - non-current
(Notes 4, 8 and 30)
Financial assets measured at cost - non-current
(Notes 4, 9 and 30)
Investment accounted for using equity method (Notes
4, 12 and 30)
Property, plant and equipment (Notes 4, 13 and 32)

Intangible assets (Notes 4 and 14)
Deferred tax assets (Notes 4 and 25)
Other financial assets - non-current (Notes 4, 15,
30 and 32)
Other non-current assets (Note 16)

Total non-current assets

TOTAL
December 31, 2013 December 31, 2012 January 1, 2012
Amount
%
LIABILITIES AND EQUITY
CURRENT LIABILITIES
$ 17,726,603 26
Short-term borrowings (Notes 17 and 30)

Notes payable and trade payables (Notes 18 and 30)

-
-
Payables to related parties (Notes 30 and 31)
Other payables (Notes 19 and 30)

2,421,492
4
Salary and bonus payable (Note 22)
Payable for purchase of equipment (Note 30)

1,340,244
2
Current tax liabilities (Notes 4 and 25)

111,958
-
Provisions - current (Notes 4 and 20)

6,398,789
9
Current portion of long-term borrowings (Notes 17,

407,057

1
30 and 32)
Other current liabilities

28,406,143
42
Total current liabilities

NON-CURRENT LIABILITIES

646,558
1
Long-term borrowings (Notes 17, 30 and 32)

Accrued pension liabilities (Notes 4 and 21)

117,556
-
Other non-current liabilities


3,037,580
5
Total non-current liabilities

34,855,166 51

71,050
-
Total liabilities


544,075
1
EQUITY ATTRIBUTABLE TO OWNERS OF THE

167,543
-
COMPANY (Notes 4 and 22)

25,226

-
Ordinary shares

Capital surplus
39,464,754
58
Retained earnings
Legal reserve
Unappropriated earnings (accumulated deficit)

Other equity
Treasury shares

Total equity

$ 67,870,897
100
TOTAL
December 31, 2013 December 31, 2012 January 1, 2012






Amount
%
$ 10,032,019 19
1,358
-
2,403,641
4
872,298
2
133,658
-
8,743,122 16

480,627

1

22,666,723
42

764,239
1
82,698
-
2,926,238
5
26,132,425 49
272,958
1
905,612
2
172,075
-

7,572

-

31,263,817
58

$ 53,930,540
100

















Amount
%
$ 17,793,410 29

6,199
-

2,473,375
4

823,432
1

100,136
-

6,797,915 11

425,577

1

28,420,044
46


663,384
1

91,473
-

2,319,232
4
29,274,321 47

315,870
1

905,612
1

177,251
-

16,258

-

33,763,401
54

$ 62,183,445
100




























Amount
%
$ 566,577
1
1,996,384
4
186,927
-
2,128,022
4
-
-
428,987
1
352,048
1
117,876
-
7,656,919 14

48,839

-

13,482,579
25

10,942,978 20
825,606
2

600

-

11,769,184
22

25,251,763
47

35,214,730 65
344,166
-
-
-
(7,178,843) (13)
457,785
1

(159,061)

-

28,678,777
53

$ 53,930,540
100























Amount
%
$ 88,406
-

1,819,749
3

226,007
-

2,517,231
4

-
-

389,782
1

336,591
1

70,818
-

5,233,718
8

70,592

-

10,752,894
17

15,799,897 26

718,614
1

130

-

16,518,641
27

27,271,535
44

35,214,623 57

343,869
-

2,695,275
5
(3,528,992) (6)

346,196
-

(159,061)

-

34,911,910
56

$ 62,183,445
100























Amount
%
$ 1,800,488
3

2,136,388
3

146,858
-

2,072,686
3

530,775
1

869,773
1

335,135
1

65,386
-

1,527,718
2

61,240

-

9,546,447
14
16,078,614 24

623,503
1

1,797

-
16,703,914
25
26,250,361
39
33,847,486 50

346,489
-

2,407,003
3

4,776,572
7

402,047
1

(159,061)

-
41,620,536
61
$ 67,870,897
100

The accompanying notes are an integral part of the parent company only financial statements.

  • 2 -

MACRONIX INTERNATIONAL CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Loss Per Share)

NET OPERATING REVENUE (Notes 4, 23 and 31)
OPERATING COSTS (Notes 4, 11, 21, 24 and 31)
GROSS PROFIT
REALIZED (UNREALIZED) GAIN ON
TRANSACTIONS WITH SUBSIDIARIES (Note 4)
REALIZED GROSS PROFIT
OPERATING EXPENSES (Notes 4, 21, 24 and 31)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Total operating expenses
LOSS FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Other income (Notes 24 and 31)
Other gains and losses (Note 24)
Finance costs (Notes 4 and 24)
Share of loss of subsidiaries (Notes 4 and 24)
Total non-operating income and expenses
LOSS BEFORE INCOME TAX
INCOME TAX BENEFIT (Notes 4 and 25)
NET LOSS FOR THE YEAR
OTHER COMPREHENSIVE INCOME (LOSS)
Exchange differences on translating foreign
operations (Notes 4 and 22)
Unrealized gain on available-for-sale financial assets
(Notes 4 and 22)
Other comprehensive income (loss) for the year,
net of income tax
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
2013
Amount
%
$ 21,870,599
100

20,089,829
92
1,780,770
8

(1,408)

-

1,779,362

8
833,280
4
1,542,549
7

5,070,260
23

7,446,089
34

(5,666,727)
(26)
209,759
1
128,739
1
(334,896)
(2)

(642,647)
(3)

(639,045)
(3)
(6,305,772)
(29)

(125)

-

(6,305,647)
(29)
53,644
-

57,945

1

111,589

1
$ (6,194,058)
(28)
2012


























Amount
%
$ 23,888,847
100

21,656,168
91
2,232,679
9

1,664

-

2,234,343

9
907,948
4
1,513,406
6

4,546,195
19

6,967,549
29

(4,733,206)
(20)
269,203
1
(101,308)
-
(302,953)
(1)

(646,763)
(3)

(781,821)
(3)
(5,515,027)
(23)

(77,011)

-

(5,438,016)
(23)
(72,737)
-

16,886

-

(55,851)

-
$ (5,493,867)
(23)
(Continued)
  • 3 -

MACRONIX INTERNATIONAL CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Loss Per Share)

LOSS PER SHARE (Note 26)
Basic
Diluted
2013
Amount
%
$ (1.79)
$ (1.79)
2012


Amount
%
$ (1.55)
$ (1.55)

The accompanying notes are an integral part of the parent company only financial statements.

(Concluded)

  • 4 -

MACRONIX INTERNATIONAL CO., LTD.

SEPARATE STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars, Except Dividends Per Share)

BALANCE AT JANUARY 1, 2012
APPROPRIATION OF 2011 EARNINGS
Legal reserve
Cash dividends distributed by the Company - NT$0.38 per share
Stock dividends distributed by the Company - NT$0.38 per share
Net loss for the year ended December 31, 2012
Other comprehensive income (loss) for year ended December 31, 2012, net of income tax
Total comprehensive income (loss) for the year ended December 31, 2012
Issue of ordinary shares under employee share options
Differences between the fair value and carrying amount from equity transactions of subsidiaries
Changes in capital surplus from subsidiaries accounted for by using equity method
Company dividends received by its subsidiary
BALANCE AT DECEMBER 31, 2012
Legal reserve used to offset accumulated deficit
Net loss for the year ended December 31, 2013
Other comprehensive income for the year ended December 31, 2013, net of income tax
Total comprehensive income (loss) for the year ended December 31, 2013
Issue of ordinary shares under employee share options
Differences between the fair value and carrying amount from equity transactions of subsidiaries
Changes in capital surplus from subsidiaries accounted for by using equity method
BALANCE AT DECEMBER 31, 2013
Share Capital
Capital Surplus
$ 33,847,486
$ 346,489
-
-
-
-
1,288,408
-
-
-

-

-

-

-
78,729
(4,160)
-
-
-
113

-

1,427
35,214,623
343,869
-
-
-
-

-

-

-

-
107
(13)
-
-

-

310
$ 35,214,730
$ 344,166
Retained Earnings Other Equity
Exchange
Unrealized Gain
Differences
from
on Translating
Available-for-sale
Foreign Operations
Financial Assets
Treasury Shares
$ (30,048)
$ 432,095
$ (159,061)
-
-
-
-
-
-
-
-
-
-
-
-

(72,737)

16,886

-

(72,737)

16,886

-
-
-
-
-
-
-
-
-
-

-

-

-
(102,785)
448,981
(159,061)
-
-
-
-
-
-

53,644

57,945

-

53,644

57,945

-
-
-
-
-
-
-

-

-

-
$ (49,141)
$ 506,926
$ (159,061)
Total Equity
$ 41,620,536
-
(1,288,408)
-
(5,438,016)

(55,851)
(5,493,867)
74,569
(2,460)
113

1,427
34,911,910
-
(6,305,647)

111,589
(6,194,058)
94
(39,479)

310
$ 28,678,777
Unappropriated
Earnings
(Accumulated
Legal Reserve
Deficit)

$ 2,407,003
$ 4,776,572
288,272
(288,272)
-
(1,288,408)
-
(1,288,408)
-
(5,438,016)

-

-

-
(5,438,016)
-
-
-
(2,460)
-
-

-

-
2,695,275
(3,528,992)
(2,695,275)
2,695,275
-
(6,305,647)

-

-

-
(6,305,647)
-
-
-
(39,479)

-

-
$ -
$ (7,178,843)
Exchange
U
Differences
on Translating
A
Foreign Operations
F
$ (30,048)
-
-
-
-

(72,737)

(72,737)
-
-
-

-
(102,785)
-
-

53,644

53,644
-
-

-
$ (49,141)

The accompanying notes are an integral part of the parent company only financial statements.

  • 5 -

MACRONIX INTERNATIONAL CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax

Adjustments for:
Depreciation expense
Amortization expense
Impairment loss recognized on trade receivables
Finance costs
Share of loss of subsidiaries
Interest income
Dividend income
Loss on disposal of property, plant and equipment
Gain on disposal of investments
Impairment loss recognized on financial assets
Unrealized (realized) gain on the transactions with subsidiaries
Loss on foreign currency exchange
Changes in operating assets and liabilities
Decrease (increase) in financial assets held for trading
Decrease (increase) in notes receivable and trade receivables
Decrease (increase) in receivables from related parties
Decrease (increase) in other receivables
Increase in inventories
Increase in other current assets
Increase (decrease) in notes payable and trade payables
Increase (decrease) in payables to related parties
Increase (decrease) in other payables
Increase in provisions
Increase (decrease) in other current liabilities
Increase in accrued pension liabilities
Decrease in other operating liabilities

Cash generated from operations
Interest received
Dividend received
Interest paid
Income tax paid

Net cash generated from (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets
Proceeds from return of capital by financial assets measured at cost
Payments to acquire investment accounted for by using equity method
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
2013
$ (6,305,772)

7,464,994
181,605
2,151
334,896
642,647
(109,274)
(57,415)
7,970
-
-
1,408
83,762
4,841
118,507
(58,254)
(23,097)
(1,945,207)
(54,760)
177,070
(43,837)
(392,110)
47,058
(21,776)
106,992

-

162,399
114,405
57,415
(334,617)

-


(398)

-
-
8,775
(1,279,496)
(4,293,167)
3,704
223
2012
$ (5,515,027)
7,657,143
122,971
49,533
302,953
646,763
(154,349)
(56,840)
138,361
(229)
6,583
(1,664)
5,031
(6,199)
(104,130)
488,863
11,547
(399,126)
(18,914)
(286,537)
79,573
457,654
5,432
9,352
95,111

(530,775)
3,003,080
154,624
56,840
(309,042)

(283,070)

2,622,432
(150,000)
150,229
19,500
-
(2,749,224)
55,715
222
(Continued)
  • 6 -

MACRONIX INTERNATIONAL CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

Payments for intangible assets

Decrease (increase) 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
Cash dividends
Proceeds from exercise of employee stock options

Net cash generated from (used in) financing activities

EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES

NET INCREASE (DECREASE) 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
2013
$ (138,693)

2,815

8,259


(5,687,580)

1,724,911
(1,214,336)
2,800,000
(5,233,718)
470
-
-

94


(1,922,579)


(150,834)

(7,761,391)

17,793,410

$ 10,032,019
2012
$ (367,766)
(59,611)

8,611

(3,092,324)
624,730
(2,251,433)
6,200,000
(2,772,717)
5,553
(7,047)
(1,288,408)

74,569

585,247

(48,548)
66,807

17,726,603
$ 17,793,410

The accompanying notes are an integral part of the parent company only financial statements.

(Concluded)

  • 7 -

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

MACRONIX INTERNATIONAL CO., LTD.

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 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 (TSE) since March 15, 1995. The Company listed a portion of its shares on the NASDAQ Stock Market in the form of American Depositary Shares (ADSs) in May 1996 but delisted on October 29, 2007.

2. APPROVAL OF FINANCIAL STATEMENTS

The parent company only financial statements were approved and authorized for issue by the Board of Directors on March 17, 2014.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. New, amended and revised Standards and Interpretations (the “New IFRSs”) in issue but not yet effective

The Company has not applied the following International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) issued by the IASB. As of the date that the parent company only financial statements were authorized for issue, the Financial Supervisory Commission (the “FSC”) has not announced the effective dates for the following new, amended and revised standards and interpretations (the “New IFRSs”). Under this framework, starting January 1, 2015, the previous version of IFRSs endorsed by the FSC (the 2010 IFRSs version) currently applied by companies with shares listed on the Taiwan Stock Exchange or traded on the Taiwan GreTai Securities Market or Emerging Stock Market will be replaced by the updated IFRSs without IFRS 9 (the 2013 IFRSs version). However, as of the date that the parent company only financial statements were authorized for issue, the FSC has not endorsed the following new, amended and revised standards and interpretations issued by the IASB (the “New IFRSs”) included in the 2013 IFRSs version. Furthermore, the FSC has not announced the effective date for the following New IFRSs that are not included in the 2013 IFRSs version.

The New IFRSs included in the 2013 IFRSs version not yet endorsed by
the FSC
Improvements to IFRSs (2009) - amendment to IAS 39
Effective Date
Announced by IASB
(Note 1)
January 1, 2009 and
January 1, 2010, as
appropriate
(Continued)
  • 8 -

Effective Date Announced by IASB (Note 1)

Amendment to IAS 39 “Embedded Derivatives”

Improvements to IFRSs (2010)

Annual Improvements to IFRSs 2009-2011 Cycle Amendment to IFRS 1 “Limited Exemption from Comparative IFRS 7 Disclosures for First-Time Adopters” Amendment to IFRS 1 “Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters” Amendment to IFRS 1 “Government Loans” Amendment to IFRS 7 “Disclosure - Offsetting Financial Assets and Financial Liabilities” Amendment to IFRS 7 “Disclosure - Transfer of Financial Assets” IFRS 10 “Consolidated Financial Statements” IFRS 11 “Joint Arrangements” IFRS 12 “Disclosure of Interests in Other Entities” Amendments to IFRS 10, IFRS 11 and IFRS 12 “Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance”

Amendments to IFRS 10 and IFRS 12 and IAS 27 “Investment Entities” IFRS 13 “Fair Value Measurement” Amendment to IAS 1 “Presentation of Other Comprehensive Income” Amendment to IAS 12 “Deferred tax: Recovery of Underlying Assets” IAS 19 (Revised 2011) “Employee Benefits” IAS 27 (Revised 2011) “Separate Financial Statements” IAS 28 (Revised 2011) “Investments in Associates and Joint Ventures” Amendment to IAS 32 “Offsetting Financial Assets and Financial Liabilities” IFRIC 20 “Stripping Costs in Production Phase of a Surface Mine”

Effective for annual periods ending on or after June 30, 2009 July 1, 2010 and January 1, 2011, as appropriate January 1, 2013 July 1, 2010

July 1, 2011

January 1, 2013 January 1, 2013

July 1, 2011 January 1, 2013 January 1, 2013 January 1, 2013 January 1, 2013

January 1, 2014 January 1, 2013 July 1, 2012 January 1, 2012 January 1, 2013 January 1, 2013 January 1, 2013 January 1, 2014 January 1, 2013

The New IFRSs not included in the 2013 IFRSs version

Annual Improvements to IFRSs 2010-2012 Cycle Annual Improvements to IFRSs 2011-2013 Cycle IFRS 9 “Financial Instruments”

Amendments to IFRS 9 and IFRS 7 “Mandatory Effective Date of IFRS 9 and Transition Disclosures” IFRS 14 “Regulatory Deferral Accounts” Amendment to IAS 19 “Defined Benefit Plans: Employee Contributions”

Amendment to IAS 36 “Impairment of Assets: Recoverable Amount Disclosures for Non-Financial Assets”

Amendment to IAS 39 “Novation of Derivatives and Continuation of Hedge Accounting” IFRIC 21 “Levies”

July 1, 2014 (Note 2) July 1, 2014 Effective date not determined Effective date not determined January 1, 2016 July 1, 2014 January 1, 2014 January 1, 2014 January 1, 2014 (Concluded)

  • 9 -

  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after the respective effective dates.

  • Note 2: The amendment to IFRS 2 applies to share-based payment transactions for which the grant date is on or after 1 July 2014; the amendment to IFRS 3 applies to business combinations for which the acquisition date is on or after 1 July 2014; the amendment to IFRS 13 is effective immediately; the remaining amendments are effective for annual periods beginning on or after July 1, 2014.

  • b. Significant impending changes in accounting policy that would result from future adoption of New IFRSs in issue but not yet effective

Except for the following, the impending initial application of the above New IFRSs, whenever applied, would not have any material impact on the Company’s accounting policies:

  • 1) IFRS 9 “Financial Instruments”

Recognition and measurement of financial assets

With regards 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. Specifically, financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of subsequent accounting periods. All other financial assets are measured at their fair values at the end of reporting period. However, the Company 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.

Effective date

The mandatory effective date of IFRS 9, which was previously set at January 1, 2015, was removed and will be reconsidered once the standard is complete with a new impairment model and finalization of any limited amendments to classification and measurement.

  • 2) New and revised standards on consolidation, joint arrangement, and associates and disclosure

IFRS 12 “Disclosure of Interests in Other Entities”

IFRS 12 is a new disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. In general, the disclosure requirements in IFRS 12 are more extensive than in the current standards.

  • 3) IFRS 13 “Fair Value Measurement”

IFRS 13 establishes a single source of guidance for fair value measurements. It defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The disclosure requirements in IFRS 13 are more extensive than those required in the current standards. For example, quantitative and qualitative disclosures based on the three-level fair value hierarchy currently required for financial instruments only will be extended by IFRS 13 to cover all assets and liabilities within its scope.

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  • 4) Amendments to IAS 1 “Presentation of Items of Other Comprehensive Income”

The amendments to IAS 1 require items of other comprehensive income to be grouped into those that (1) will not be reclassified subsequently to profit or loss; and (2) will be reclassified subsequently to profit or loss when specific conditions are met. Income taxes on related items of other comprehensive income are grouped on the same basis. Previously, there were no such requirements.

  • 5) Revision to IAS 19 “Employee Benefits”

Revision in 2011

Revised IAS 19 requires the recognition of changes in defined benefit obligations and in the fair value of plan assets when they occur, and hence eliminate the “corridor approach” permitted under current IAS 19 and accelerate the recognition of past service costs. The revision requires all actuarial gains and losses to be recognized immediately through other comprehensive income in order for the net pension asset or liability to reflect the full value of the plan deficit or surplus. Furthermore, the interest cost and expected return on plan assets used in current IAS 19 are replaced with a “net interest” amount, which is calculated by applying the discount rate to the net defined benefit liability or asset.

In addition, revised IAS 19 changes the definition of short-term employee benefits. The revised definition is “employee benefits (other than termination benefits) that are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related service”. The Company’s unused annual leave, which can be carried forward within 36 months after the end of the annual period in which the employee renders service and which is currently classified as short-term employee benefits, will be classified as other long-term employee benefits under revised IAS 19. Related defined benefit obligation of such other long-term benefit is calculated using the Projected Unit Credit Method. However, this change does not affect unused annual leave to be presented as a current liability in the parent company only balance sheet.

  • 6) Amendments to IAS 36 “Recoverable Amount Disclosures for Non-Financial Assets”

In issuing IFRS 13 “Fair Value Measurement”, the IASB made some consequential amendments to the disclosure requirements in IAS 36 “Impairment of Assets”, introducing a requirement to disclose in every reporting period the recoverable amount of an asset or each cash-generating unit. The amendment clarifies that such disclosure of recoverable amount is required only when an impairment loss has been recognized or reversed during the period. Furthermore, the company is required to disclose the discount rate used in measurements of the recoverable amount based on fair value less costs of disposal measured using a present value technique.

  • 7) New issued IFRIC 21 “Levies”

IFRIC 21 provides guidance on when to recognize a liability for a levy imposed by a government. It addresses the accounting for a liability whose timing and amount is certain and the accounting for a provision whose timing or amount is not certain. The Company accrues related liability when the transaction or activity that triggers the payment of the levy occurs. Therefore, if the obligating event occurs over a period of time (such as generation of revenue over a period of time), the liability is recognized progressively. If an obligation to pay a levy is triggered upon reaching a minimum threshold (such as a minimum amount of revenue or sales generated), the liability is recognized when that minimum threshold is reached.

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  • 8) Annual Improvement 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.

IFRS 3 was amended to clarify that contingent consideration should be measured at fair value, irrespective of whether the contingent consideration is a financial instrument within the scope of IFRS 9 or IAS 39. Changes in fair value should be recognized in profit or loss.

The amended IFRS 8 requires an entity 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.

IFRS 13 was amended to clarify that the issuance of IFRS 13 did not remove the ability to measure short-term receivables and payables with no stated interest rate at their invoice amounts without discounting, if the effect of not discounting is immaterial.

IAS 24 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.

  • 9) Annual Improvement to IFRSs 2011-2013 Cycle

Several standards including IFRS 3, IFRS 13 and IAS 40 “Investment Property” were amended in this annual improvement.

IFRS 3 was amended to clarify that IFRS 3 does not apply to the accounting for the formation of all types of joint arrangements in the financial statements of the joint arrangement itself.

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 if those contracts do not meet the definitions of financial assets or financial liabilities within IAS 32.

IAS 40 was amended to clarify that IAS 40 and IFRS 3 are not mutually exclusive and application of both standards may be required to determine whether the investment property acquired is acquisition of an asset or a business combination.

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  • c. Significant impending changes in accounting policy resulted from the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers in issue but not yet effective

On December 30, 2013, FSC announced the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers. One of the main amendments is to permit fair value model for subsequent measurement of investment properties. This amendment is effective for annual periods beginning on or after January 1, 2014.

The amendment requires that the fair value of an investment property be measured using the income approach, except for undeveloped lands in respect of which are measured using a Land Development Analysis. If the investment property is measured using the income approach, the cash flows are determined by reference to any existing lease, local rents, or market rents for similar comparable subjects, adjusted to exclude those extreme lease subjects, plus the present value of property value at the end of the analysis period, if any. The discount rate is determined by applying a risk premium approach, and is to be no less than the floating rate for the 2-year time savings deposits of Chunghwa Post Co., Ltd plus 0.75% and any asset-specific risk premium. The amendment requires disclosures in addition to those required by IAS 40, including significant lease terms, cash flows, discount rate, etc.

  • d. The impact of the application of New IFRSs and the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Regulations”) in issue but not yet effective on the Company’s parent company only financial statements is as follows:

Except for the above impact, as of the date the parent company only financial statements were authorized for issue, the Company is continuingly assessing the possible impact that the application of other standards and interpretations will have on the Company's financial position and operating result, and will disclose the relevant impact when the assessment is complete.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying parent company only financial statements are the first annual parent company only financial statements prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

For the convenience of readers, the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the R.O.C. 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 parent company only financial statements shall prevail.

  • a. Statement of Compliance

The accompanying parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Accounting Standards Used in Preparation of the Parent Company Only Financial Statements”).

  • b. Basis of Preparation

The accompanying parent company only financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values. Historical cost is generally based on the fair value of the consideration given in exchange for the assets.

When preparing the parent company only financial statements, the Company account for subsidiaries and associates by using the equity method. In order to agree with the amount of net income, other comprehensive income and equity attributable to shareholders of the parent in the consolidated financial statements, the differences of the accounting treatment between the parent company only basis and the

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consolidated basis are adjusted under the heading of investments accounted for using equity method, share of loss of subsidiaries and in the parent company only financial statements.

  • c. Classification of current and non-current assets and liabilities

Current assets are assets held for trading purposes and expected to be converted to cash, sold or consumed within one year from the end of the reporting period, unless the asset is to be used for an exchange or to settle a liability, or otherwise remains restricted. Current liabilities are obligations incurred for trading purposes and obligations expected to be settled within one year from the end of the reporting and liabilities that do not have an unconditional right to defer settlement for at least twelve months after the reporting period. Assets and Liabilities that are not classified as current are noncurrent assets and liabilities, respectively.

  • d. Foreign Currencies

In preparing the parent company only financial statements of the Company’s, 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. 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. Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

For the purposes of presenting parent company only financial statements, the assets and liabilities of the Company’s foreign operations (including of the subsidiaries and associates in other countries or currencies used different with the Company) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the year. Exchange differences arising are recognized in other comprehensive income.

  • e. Cash equivalents

Cash equivalents, for the purpose of meeting short-term cash commitments, consist of highly liquid time deposits and convertible bonds that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

  • f. Inventories

Inventories consist of raw materials, supplies, 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 accounted for using equity method

Investments accounted for using the equity method are investments in subsidiaries.

Investment in subsidiaries

A subsidiary is an entity that is controlled by the Company.

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Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of profit or loss and other comprehensive income of the subsidiary as well as the distribution received. The Company also recognized its share in the changes in the equity of subsidiaries.

Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions. Any difference between the carrying amount of the subsidiary and the fair value of the consideration paid or received is recognized directly in equity.

When the Company transacts with its subsidiaries, profits and losses resulting from the transactions with the subsidiaries are recognized in the Company’s parent company only financial statements only to the extent of interests in the subsidiaries that are not owned by the Company.

  • h. Property, plant and equipment

Property, plant and equipment are stated at cost, less subsequent accumulated depreciation and subsequent accumulated impairment loss.

Freehold land is not depreciated.

Depreciation is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and 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 estimate accounted for on a prospective basis. The residual value of an intangible asset with a finite useful life shall be assumed to be zero unless the Company expects to dispose of the intangible asset before the end of its economic life. 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.

  • 3) Derecognition of intangible assets

Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.

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  • j. Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Company 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 Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

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.

When an impairment loss subsequently reverses, the carrying amount of the asset or a 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 liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and liabilities are initially measured at fair values. 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.

Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a settlement date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

1) Measurement category

Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, held-to-maturity investments, available-for-sale financial assets, and loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. The categories of financial assets held by the Company are financial assets at fair value through profit or loss, available-for-sale financial assets and loans and receivables.

  • a) 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.

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  • i. Financial asset is classified as held for trading if:

  • i) It has been acquired principally for the purpose of selling it in the near term; or

  • ii) On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

iii) It is a derivative that is not designated and effective as a hedging instrument.

  • ii. A financial asset other than a financial asset held for trading may be designated as at fair value through profit or loss upon initial recognition when doing so results in more relevant information and if:

  • i) Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

  • ii) The financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis.

In addition, if a contract contains one or more embedded derivatives, the entire combined contract asset or liability can be 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 incorporates any dividend or interest earned on the financial asset and is not included in the other gains and losses line item. Fair value is determined in the manner described in Note 30.

iii. 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.

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 accumulated under the heading of investments revaluation reserve. When the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss.

Dividends on available-for-sale equity instruments are recognized in profit or loss when the Company’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 are presented in a separate line item as financial assets carried at cost.

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iv. Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. 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.

  • 2) 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 that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For financial assets carried at amortized cost, such as trade receivables and others, assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually.

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:

  • a) Significant financial difficulty of the issuer or counterparty; or

  • b) Breach of contract, such as a default or delinquency in interest or principal payments; or

  • c) It becoming probable that the borrower will enter bankruptcy or financial re-organization; or

  • d) 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 year.

In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income.

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.

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The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables and long-term receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable and long-term receivables are considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account.

3) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the financial asset to another entity.

On derecognition of a financial asset in its entirety, the difference between the financial 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 and accumulated in equity is recognized in profit or loss.

Financial Liabilities

1) Subsequent measurement

Except the following situation, all the financial liabilities are measured at amortized cost using the effective interest method:

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 held for trading.

  • a) A financial liability is classified as held for trading if:

  • i. It has been acquired principally for the purpose of repurchasing it in the near term; or

  • ii. On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

  • iii. It is a derivative that is not designated and effective as a hedging instrument.

Financial liabilities 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 interest or dividend paid on the financial liability. Fair value is determined in the manner described in Note 30.

2) Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when the Company’s obligations are discharged, cancelled or they expire. 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.

3) Derivative financial instruments

The Company enters into a variety of derivative financial instruments to manage its exposure to foreign exchange rate risks, including foreign exchange forward contracts.

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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. 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. Provision

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of 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. Sales returns are recognized at the time of sale provided the seller can reliably estimate future returns and recognizes a liability for returns based on previous experience and other relevant factors.

1) Sale of goods

Revenue from the sale of goods is recognized when the goods are delivered and titles have passed, at which time all the following conditions are satisfied:

  • a) The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;

  • b) The Company 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 Company; and

  • e) The costs incurred or to be incurred in respect of the transaction can be measured reliably.

The Company 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.

Specifically, sales of goods are recognized when goods are delivered and title has passed.

  • 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.

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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 Company 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 Company 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 Company 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 Company as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

  • 2) The Company as lessee

Operating lease payments are recognized as an expense on a straight-line basis over the lease term. Contingent rents arising under operating leases are recognized as an expense in the year in which they are incurred.

o. Borrowing Cost

Borrowing costs directly attributable to the 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. Retirement Benefit Costs

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method. Actuarial gains and losses that exceed 10% of the greater of the present value of the Company’s defined benefit obligation and the fair value of plan assets as at the end of the prior year are amortized over the expected average remaining working lives of the participating employees. Past service cost is recognized immediately to the extent that the benefits are already vested, and otherwise is amortized on a straight-line basis over the average period until the benefits become vested.

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The retirement benefit obligation recognized in the parent company only balance sheets represents the present value of the defined benefit obligation as adjusted for unrecognized actuarial gains and losses and unrecognized past service cost, and as reduced by the fair value of plan assets. Any asset resulting from this calculation is limited to the unrecognized actuarial losses and past service cost, plus the present value of available refunds and reductions in future contributions to the plan.

  • q. Share-based Payment Arrangements

Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date.

The fair value determined 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 Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in capital surplus - employee share options. The fair value determined at the grant date of the equity-settled share-based payments is recognized as an expense in full at the grate date when the share options granted vest immediately.

At the end of each reporting period, the Company 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.

  • 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 were 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 in the parent company only financial statements 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, and research and development expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

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Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company 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 in 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 the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 3) Current and deferred tax for the year

Current and deferred tax 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 tax 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 Company’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 year or in the year of the revision and future year if the revision affects both current and future year.

  • a. Estimated impairment of trade receivables

When there is objective evidence of impairment loss, the Company takes into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the 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

Net realizable value of inventory is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value was based on current market conditions and the historical experience of selling products of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.

  • 23 -

c. Fair value of financial instruments

As described in Note 30, the Company’s management uses its judgment in selecting an appropriate valuation technique for financial instruments that do not have quoted market price in an active market. Valuation techniques commonly used by market practitioners are applied. For derivative financial instruments, assumptions were based on quoted market rates adjusted for specific features of the instruments. The estimation of fair value of listed equity instruments traded in emerging market and unlisted equity instruments was based on the analysis in relation to the financial position and the operation results of investees, recent transaction prices, prices of same equity instruments not quoted in active markets, quoted prices of similar instruments in active markets, valuation multiples of comparable entities, including assumptions based on unobservable market prices or rates. As of December 31, 2013 and 2012, and January 1, 2012, the carrying amount of these equity instruments was NT$764,239 thousand, NT$663,384 thousand, and NT$646,558 thousand, respectively. Note 30 provides detailed information about the key assumptions used in the determination of the fair value of financial instruments. The Company’s management believes that the chosen valuation techniques and assumptions used are appropriate in determining the fair value of financial instruments.

d. Useful lives of property, plant and equipment

As described in Note 4, the Company reviews the estimated useful lives of property, plant and equipment at each balance sheet date.

  • e. Impairment of tangible and intangible assets

In the process of evaluating the potential impairment of tangible and intangible assets, the Company is required to make subjective judgments in determining the independent cash flows, useful lives, expected future revenue and expenses related to the specific asset groups with the consideration of the nature of semiconductor industry. Any changes in these estimates based on changed economic conditions or business strategies could result in significant impairment charges in future years.

For the years ended December 31, 2013 and 2012, and January 31, 2012, the Company did not have impairment loss.

f. Income taxes

As of December 31, 2013 and 2012, and January 1, 2012, the carrying amount of deferred tax assets in relation to unused tax losses was NT$4,166,722 thousand, NT$3,634,358 thousand, and NT$3,322,511 thousand, respectively. As of December 31, 2013 and 2012, and January 1, 2012, no deferred tax asset has been recognized on tax losses of NT$3,261,110 thousand, NT$2,728,746 thousand, and NT$2,778,436 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.

  • g. Recognition and measurement of defined benefit plans

Accrued pension liabilities and the resulting pension expense under defined benefit pension plans are calculated using the Projected Unit Credit Method. Actuarial assumptions comprise the discount rate, rate of employee turnover, and long-term average future salary increase. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expense and the liability.

  • 24 -

h. Revenue recognition

The Company recognizes revenue when the conditions described in Note 4 are satisfied. The Company also records a provision for estimated future returns and other allowances in the same year the related revenue is recorded. Provision for estimated sales returns and other allowances is generally made and adjusted at a specific percentage based on historical experience and any known factors that would significantly affect the allowance, and the Company periodically reviews the adequacy of the percentage used.

As of December 31, 2013, and 2012, and January 1, 2012, the Company recognized provisions for estimated sales returns and other allowances of NT$58,031 thousand, NT$9,610 thousand, and NT$10,473 thousand, respectively.

6. CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS
Cash on hand

Checking accounts and demand deposits
Cash equivalent
Time deposits
Repurchase agreements collateralized by bonds

December 31,
2013
$ 71

1,821,948
8,210,000

-

$ 10,032,019
December 31,
2012
$ 70

873,340
16,920,000

-

$ 17,793,410
January 1,
2012
$ 150
2,776,453
14,700,000

250,000
$ 17,726,603

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

December 31, December 31, January January 1,
2013 2012 2012
Financial assets held for trading
Derivative financial assets (not under hedge
accounting)
Foreign exchange forward contracts (a) $ 1,358 $ 6,199 $ -
Current $ 1,358 $ 6,199 $ -

a. At the end of the reporting period, outstanding foreign exchange forward contracts not under hedge accounting were as follows:

Contract Amount
Contract Currency Maturity Date (In Thousands)
December 31, 2013
Sell USD/NTD 2014.01 USD6,000/NTD179,924
December 31, 2012
Sell JPY/NTD 2013.01 JPY400,000/NTD141,800
Sell USD/NTD 2013.01 USD10,000/NTD290,456
  • 25 -

The Company entered into foreign exchange forward contracts during 2013 and 2012 to manage exposures to exchange rate fluctuations of foreign currency denominated assets and liabilities. However, those contracts did not meet the criteria of hedge effectiveness and therefore were not accounted for by using hedge accounting.

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

December 31,
2013
December 31,
2012
Domestic investments
Listed shares
$ 764,239
$ 663,384

Non-current
$ 764,239
$ 663,384

FINANCIAL ASSETS MEASURED AT COST
December 31,
2013
December 31,
2012
Domestic unlisted common shares
$ 82,698
$ 91,473

Non-current
$ 82,698
$ 91,473

Classified according to financial asset
measurement categories
Available-for-sale financial assets
$ 82,698
$ 91,473
January 1,
2012
$ 646,558
$ 646,558
January 1,
2012
$ 117,556
$ 117,556
$ 117,556

9. FINANCIAL ASSETS MEASURED AT COST

Management believed that the fair value of the above unlisted equity investments held by the Company cannot be reliably measured due to the significant range of reasonable fair value estimates, therefore, they were measured at cost less impairment at the end of the reporting period.

10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES

December 31,
2013
December 31,
2012
Notes receivable
Operating
$ 1,129
$ 792

Trade receivables
Operating

2,402,512

2,472,583

$ 2,403,641
$ 2,473,375

Other receivables
Tax receivable
$ 123,146
$ 86,906

Others

10,512

13,230

$ 133,658
$ 100,136
January 1,
2012
$ 6,169

2,415,323

$ 2,421,492

$ 88,809

23,149

$ 111,958
  • 26 -

a. Trade Receivables

The average credit period for sales of goods was 60 days. In determining the recoverability of a trade receivable, the Company evaluates each customer’s credibility and financial position and considered 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 accepting any new customer, the Company uses an internal credit scoring system to assess the potential customer’s credit quality and defines credit limits by customer.

Of the trade receivables balance (see aging analysis below) that are past due at the end of the reporting period, the Company had not recognized an allowance for impaired notes receivable and trade receivables for NT$175,663 thousand, NT$177,735 thousand and NT$14,505 thousand as of December 31, 2013 and 2012, and January 1, 2012, respectively, because there had not been a significant change in credit quality and the amounts were still considered recoverable.

Age of receivables that were past due but not impaired was as follows:

December 31,
2013
December 31,
2012
Neither past due nor impaired
$ 2,226,849
$ 2,294,848

Past due but not impaired
Less than 60 days
7,131
95,722
61-120 days
-
66,014
Over 121 days

168,532

15,999

$ 2,402,512
$ 2,472,583
January 1,
2012
$ 2,400,818
14,505
-

-
$ 2,415,323

Above analysis was based on the past due date.

b. Notes Receivable and other receivables

No allowance for impairment loss of notes receivable and other receivables was recognized since the notes receivable and other receivables of the Company were not past due and no uncertainty of recoverability was assessed.

11. INVENTORIES

December 31,
2013

Finished goods and merchandise
$ 1,093,157

Work in progress
7,331,773
Raw materials

318,192

$ 8,743,122
December 31,
2012
$ 972,375

5,494,935

330,605

$ 6,797,915
January 1,
2012
$ 1,014,398
4,983,745

400,646
$ 6,398,789

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2013 and 2012 was NT$20,089,829 thousand and NT$21,656,168 thousand, respectively. The cost of inventories recognized as cost of goods sold for the year ended December 31, 2013 and 2012 included inventory write-downs of NT$955,016 thousand and NT$1,110,587 thousand, respectively.

  • 27 -

12. INVESTMENT ACCOUNTED FOR USING EQUITY METHOD

INVESTMENT ACCOUNTED FOR USING EQUITY METHOD
December 31,
2013
Investment in subsidiaries
$ 2,926,238

Non-listed Company
Macronix America Inc.
$ 249,700

Macronix (BVI) Co., Ltd.
1,440,549
Hui-Ying Investment Ltd.
24,985
Run-Hong Investment Ltd.
42,887
Magic Pixel Inc.
54,251
MaxRise Inc.
-
Infomax Communication Inc.
920,261
Mxtran Inc.
133,981
MoDiotek Co., Ltd.

59,624

$ 2,926,238
December 31,
2012
$ 2,319,232

$ 250,485

1,494,542
30,176
54,882
59,327
-
221,645
137,259

70,916

$ 2,319,232
January 1,
2012
$ 3,037,580

$ 244,433
1,587,774
32,605
90,212
167,070
50,753
462,512
242,991

159,230

$ 3,037,580

The percentage subsidiaries’ ownerships and voting right held by the Company:

December 31, December 31, January 1,
2013 2012 2012
Macronix America Inc. 100.00% 100.00% 100.00%
Macronix (BVI) Co., Ltd. 100.00% 100.00% 100.00%
Hui-Ying Investment Ltd. 100.00% 100.00% 100.00%
Run-Hong Investment Ltd. 100.00% 100.00% 100.00%
Magic Pixel Inc. 78.27% 72.54% 72.54%
MaxRise Inc. - - 79.70%
Infomax Communication Inc. 97.25% 92.31% 92.69%
Mxtran Inc. 89.16% 88.15% 88.15%
MoDiotek Co., Ltd. 74.18% 70.88% 70.88%
MXB Inc. - - 50.00%

Except for MaxRise Inc., which merged with Infomax Communication Co., Ltd. through share swap in December 2012 with Infomax Communication Co., Ltd. continuing to exist, and MXB Inc., which was in the process of liquidation in 2011 and finished the liquidation process in 2012, the investments accounted for by the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2012 and 2011 was based on the subsidiaries’ financial statements audited by the auditors for the same years.

13. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance at January 1, 2012
Additions
Disposals
Reclassification
Balance at December 31, 2012
Freehold Land
$ 598,076
-
-
-
$ 598,076
Buildings
$ 21,479,586
506,116
(4,431 )
-
$ 21,981,271
Machinery
Equipment
$ 75,224,280
2,631,479
(913,462 )
(29,063)
$ 76,913,234
Research and
Development
Equipment

$ 2,120,639
3,693,739
(41,982 )
29,063
$ 5,801,459
Transportation
Equipment
$ 26,103
10,970
(6,420 )
-
$ 30,653
Leasehold
Improvements
$ 2,419
-
-
-
$ 2,419
Miscellaneous
Equipment

$ 985,023
61,064
(23,650 )
(27)
$ 1,022,410
Advance
Payments and
Construction in
Progress
Total
$ 6,097,549
$ 106,533,675
(4,632,621 )
2,270,747
-
(989,945 )
-
(27)
$ 1,464,928
$ 107,814,450
(Continued)
  • 28 -
Accumulated depreciation and
impairment
Balance at January 1, 2012
Disposals
Depreciation expense
Reclassification
Balance at December 31, 2012
Carrying amounts at January 1, 2012
Carrying amounts at December 31,
2012

Cost
Balance at January 1, 2013
Additions
Disposals
Reclassification
Balance at December 31, 2013
Accumulated depreciation and
impairment
Balance at January 1, 2013
Disposals
Depreciation expense
Reclassification
Balance at December 31, 2013
Carrying amounts at December 31,
2013
Freehold Land
$ -
-
-
-
$ -
$ 598,076
$ 598,076

$ 598,076
-
-
-
$ 598,076
$ -
-
-
-
$ -
$ 598,076
Buildings
$ (14,274,274 )
4,431
(1,218,791 )
-
$ (15,488,634)
$ 7,205,312
$ 6,492,637

$ 21,981,271
467,988
(6,385 )
(100)
$ 22,442,774
$ (15,488,634 )
6,385
(1,211,125 )
3
$ (16,693,371)
$ 5,749,403
Machinery
Equipment
$ (55,390,754 )
719,530
(5,693,773 )
43,884
$ (60,321,113)
$ 19,833,526
$ 16,592,121

$ 76,913,234
1,607,742
(217,066 )
135,504
$ 78,439,414
$ (60,321,113 )
206,101
(5,320,776 )
(29,863)
$ (65,465,651)
$ 12,973,763
Research and
Development
Equipment

$ (1,158,360 )
41,982
(657,210 )
(43,884)
$ (1,817,472)
$ 962,279
$ 3,983,987

$ 5,801,459
375,922
(64,600 )
(135,404)
$ 5,977,377
$ (1,817,472 )
64,581
(848,679 )
29,860
$ (2,571,710)
$ 3,405,667
Transportation
Equipment
$ (17,568 )
5,928
(3,606 )
-
$ (15,246)
$ 8,535
$ 15,407

$ 30,653
-
(1,427 )
-
$ 29,226
$ (15,246 )
737
(3,892 )
-
$ (18,401)
$ 10,825
Leasehold
Improvements
$ (2,419 )
-
-
-
$ (2,419)
$ -
$ -

$ 2,419
-
-
-
$ 2,419
$ (2,419 )
-
-
-
$ (2,419)
$ -
Miscellaneous
Equipment

$ (835,134 )
23,650
(83,763 )
2
$ (895,245)
$ 149,889
$ 127,165

$ 1,022,410
60,539
(16,318 )
-
$ 1,066,631
$ (895,245 )
16,318
(80,522 )
-
$ (959,449)
$ 107,182
Advance
Payments and
Construction in
Progress
Total
$ -
$ (71,678,509 )
-
795,521
-
(7,657,143 )
-
2
$ -
$ (78,540,129)
$ 6,097,549
$ 34,855,166
$ 1,464,928
$ 29,274,321
$ 1,464,928
$ 107,814,450
1,822,581
4,334,772
-
(305,796 )
-
-
$ 3,287,509
$ 111,843,426
$ -
$ (78,540,129 )
-
294,122
-
(7,464,994 )
-
-
$ -
$ (85,711,001)
$ 3,287,509
$ 26,132,425
(Concluded)

Impairment assessment was performed in the years ended December 31, 2013 and 2012, but no impairment was recognized.

The above items of property, plant and equipment were depreciated on a straight-line basis over the following estimated useful life of the asset:


following estimated useful life of the asset:
Buildings
Main buildings 6-21 years
Electronic equipment 11 years
Facility equipment 1-11 years
Machinery equipment 1-9 years
Research and development equipment 2-6 years
Transportation equipment 5-6 years
Leasehold improvements 6 years
Miscellaneous equipment 3-11 years

Refer to note 32 for the carrying amount of property, plant and equipment that had been pledged by the Company to secure long-term bank loans granted to the Company.

14. INTANGIBLE ASSETS

Cost
Balance at January 1, 2012

Additions
Disposals
Reclassification

Balance at December 31, 2012
Software
$ 127,455

367,766
(35,775)

27

$ 459,473
Patents
$ 1,271

-
-

-

$ 1,271
Total
$ 128,726
367,766
(35,775)

27
$ 460,744
(Continued)
  • 29 -
Accumulated amortization
Balance at January 1, 2012

Amortization expense

Disposals
Reclassification

Balance at December 31, 2012

Carrying amounts at January 1, 2012

Carrying amounts at December 31, 2012

Cost
Balance at January 1, 2013

Additions

Balance at December 31, 2013

Accumulated amortization
Balance at December 31, 2012

Balance at January 1, 2013

Amortization expense

Balance at December 31, 2013

Carrying amounts at December 31, 2013
Software
$ (57,111)

(122,547)
35,775

(2)

$ (143,885)

$ 70,344

$ 315,588

$ 459,473


138,693

$ 598,166

$ (143,885)

$ (143,885)

(181,323)

$ (325,208)

$ 272,958
Patents
$ (565)

(424)

-

-

$ (989)

$ 706

$ 282

$ 1,271


-

$ 1,271

$ (989)

$ (989)


(282)

$ (1,271)

$ -
Total
$ (57,676)
(122,971)
35,775

(2)
$ (144,874)
$ 71,050
$ 315,870
$ 460,744

138,693
$ 599,437
$ (144,874)
$ (144,874)
(181,605)
$ (326,479)
$ 272,958
(Concluded)

The above items of intangible assets were amortized on a straight-line basis over the following estimated useful life of the asset:

Software
Patents
OTHER FINANCIAL ASSETS
December 31,
2013
December 31,
2012
Restricted time deposits
$ 164,177
$ 164,177

Refundable deposits
2,786
2,996
Long-term receivables

5,112

10,078

$ 172,075
$ 177,251

Non-current
$ 172,075
$ 177,251
1-3 years
3 years
January 1,
2012
$ 164,177
3,366

-
$ 167,543
$ 167,543

15. OTHER FINANCIAL ASSETS

  • 30 -

16. OTHER ASSETS

December 31,
2013
December 31,
2012
Spare parts
$ 340,707
$ 308,755

Prepayments
139,920
116,822
Others

7,572

16,258

$ 488,199
$ 441,835

Current
$ 480,627
$ 425,577

Non-current

7,572

16,258

$ 488,199
$ 441,835
January 1,
2012
$ 326,960
80,097

25,226
$ 432,283
$ 407,057

25,226
$ 432,283

Other assets-others are the commitment fee of the syndicated loans and the drawdown fee of long-term bank loans, which are amortized monthly over five and three years respectively.

17. BORROWINGS

a. Short-term borrowings

December 31,
2013
December 31,
2012
Unsecured borrowings
Letter of credit loan
$ 566,577
$ 88,406
January 1,
2012
$ 1,800,488

The range of effective interest rate on the letter of credit loans was 0.76%-0.88%, 0.86%-1.06%, and 0.84%-2.09% per annum as of December 31, 2013 and 2012, and January 1, 2012, respectively.

b. Long-term borrowings

Secured borrowings
Bank loans

Unsecured borrowings
Bank loans

Less: Current portion

Long-term borrowings: Non-current
December 31,
2013
$ 12,756,564


5,843,333

18,599,897

7,656,919

$ 10,942,978
December 31,
2012
$ 14,366,948


6,666,667

21,033,615

5,233,718

$ 15,799,897
January 1,
2012
$ 13,556,332

4,050,000
17,606,332

1,527,718
$ 16,078,614
  • 31 -
Maturity Date
Effective Interest
Rate

Floating rate borrowings
Secured syndicated loan
denominated in NT$ 2015.12
Repayable NT$1,571,000 thousand
semi-annually from December
2012 to June 2015, and pay off
NT$6,284,000 thousand in
December 2015.
1.54%-1.59%

Un-secured syndicated loan
denominated in NT$ 2015.12
-
1.54%-1.59%
Un-secured bank borrowing
denominated in NT$ 2014.09
Repayable NT$200,000 thousand
semi-annually from March 2013
to March 2014, and pay off
NT$1,000,000 thousand in
September 2014.
1.81%-1.85%
Un-secured bank borrowing
denominated in NT$ 2014.10
Repayable NT$1,200,000 thousand
in October 2014.
1.81%-1.85%
Un-secured bank borrowing
denominated in NT$ 2014.11
Repayable NT$100,000 thousand
quarterly from February 2014 to
August 2014, and pay off
NT$700,000 thousand in
November 2014.
1.66%-1.70%
Secured bank borrowing
denominated in NT$ 2018.10
Repayable NT$50,000 thousand
quarterly from January 2015 to
October 2018.
1.80%
Secured bank borrowing
denominated in NT$ 2018.12
Repayable according to an agreed
loan payment term and pay off
in December 2018.
2.15%
Un-secured bank borrowing
denominated in NT$ 2014.09
Repayable NT$120,000 thousand
quarterly from September 2013
to September 2014.
1.88%-2.08%
Un-secured bank borrowing
denominated in NT$ 2015.03
Repayable NT$50,000 thousand
quarterly from June 2013 to
March 2015.
1.62%
Un-secured bank borrowing
denominated in NT$ 2014.09
Repayable NT$75,000 thousand
quarterly from March 2013 to
June 2014, and pay off
NT$50,000 thousand in
September 2014.
1.65%
Secured bank borrowing
denominated in NT$ 2016.04
Repayable NT$5,699 thousand
monthly from May 2003 to
April 2016.
1.84%-2.12%
Un-secured bank borrowing
denominated in NT$ 2014.09
Repayable NT$66,667 thousand
semi-annually from March 2012
to September 2014.
1.81%-1.85%
Un-secured bank borrowing
denominated in NT$ 2013.09
-
1.83%-1.85%

December 31,
2013

$ 10,997,000

1,500,000
1,200,000
1,200,000
1,000,000
800,000
800,000
360,000
250,000
200,000
159,564
133,333
-


$ 18,599,897
December 31,
2012
$ 14,139,000

1,500,000
1,600,000
-
1,000,000
-
-
600,000
400,000
500,000
227,948
266,667
800,000


$ 21,033,615
January 1,
2012
$ 13,260,000
1,500,000
1,600,000
-
-
-
-
50,000
-
500,000
296,332
400,000
-

$ 17,606,332

The Company had provided notes used as refundable guarantees for borrowings that will be cancelled upon termination of the guarantee.

In addition, the Company’s interest bearing floating rate borrowing was reset every one to three months.

The loan agreement requires the maintenance of current ratio, debt ratio, and times interest earned ratio based on semi-annual and annual consolidated financial statements. For the year ended December 31, 2013, the Company had met the financial ratio requirements.

The details of assets pledged as collaterals for long-term loans are shown in Note 32.

18. NOTES PAYABLE AND TRADE PAYABLES

December 31,
2013
December 31,
2012
Notes payable
Operating
$ 218
$ 105

Trade payables
Operating

1,996,166

1,819,644

$ 1,996,384
$ 1,819,749
January 1,
2012
$ 1,482

2,134,906
$ 2,136,388
  • 32 -

The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

19. OTHER PAYABLES


Other payables
Payable for rework fees

Payable for royalties
Payable for maintenance and repair
Bonus
Payable for legal fees
Others


PROVISIONS

Employee benefits (a)

Customer returns and rebates (b)


Current

Balance at January 1, 2012

Additional provisions recognized
Reversing un-usage balances/usage

Balance at December 31, 2012

Balance at January 1, 2013

Additional provisions recognized
Reversing un-usage balances/usage

Balance at December 31, 2013
December 31,
2013

$ 573,207

392,415
253,681
246,843
144,426
517,450

$ 2,128,022

December 31,
2013

$ 59,845


58,031

$ 117,876

$ 117,876

Employee
Benefits
$ 54,913

61,208

(54,913)

$ 61,208

$ 61,208

59,845

(61,208)

$ 59,845
December 31,
2012
$ 851,804

544,351
354,863
241,943
92,044
432,226

$ 2,517,231

December 31,
2012
$ 61,208


9,610

$ 70,818

$ 70,818

Customer
Returns and
Rebates
$ 10,473

22,858

(23,721)

$ 9,610

$ 9,610

48,421

-

$ 58,031
January 1,
2012
$ 252,234
613,150
367,164
299,902
84,026

456,210
$ 2,072,686
January 1,
2012
$ 54,913

10,473
$ 65,386
$ 65,386
Total
$ 65,386
84,066

(78,634)
$ 70,818
$ 70,818
108,266

(61,208)
$ 117,876










20. PROVISIONS

  • a. The provision for employee benefits represents vested long service leave entitlements accrued.

  • b. The provision of customer returns and rebates was based on historical experience, management's judgments and other known reasons estimated product returns and rebates may occur in the year. The provision was recognized as a reduction of operating income in the years of the related goods sold.

  • 33 -

21. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Based on the LPA, the Company makes monthly contributions to employees’ individual pension at 6% of monthly salaries and wages.

b. Defined benefit plans

The Company adopted the defined benefit plan under the Labor Standards Law, under which pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company contributed 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. The plan assets are invested in domestic (foreign) equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of Bureau of Labor Funds, Ministry of Labor or under the mandated management. However, in accordance with Enforcement Rules of the Labor Pension Act, the return generated by employees' pension contribution should not be below the interest rate for a 2-year time deposit with local banks.

The net periodic pension costs of the Company’s separate executive pension plan were NT$117,744 thousand and NT$110,546 thousand for the years ended December 31, 2013 and 2012.

The actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out by qualified actuaries. The principal assumptions of the actuarial valuation were as follows:


follows:
December 31, December 31, January 1,
2013 2012 2012
Discount rate 2.25% 1.75% 1.75%
Expected return on plan assets 1.25% 1.50% 2.00%
Expected rate of salary increase 3.00% 3.00% 3.00%

The assessment of the overall expected rate of return was based on historical return trends and analysts’ predictions of the market for the asset over the life of the related obligation, by reference to the aforementioned use of the plan assets and the impact of the related minimum return.

Amounts recognized in profit or loss in respect of these defined plans were as follows:

Current service cost
Interest cost
Expected return on plan assets
Past service cost
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2013
$ 7,494

25,932
(11,796)


(713)

$ 20,917
2012
$ 7,025
23,445
(15,467)

(713)
$ 14,290
(Continued)
  • 34 -
An analysis by function
Operating cost
Marketing expenses
Administration expenses
Research and development expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2013
$ 11,948
1,227
3,331

4,411
$ 20,917
2012
$ 7,936
706
2,388

3,260
$ 14,290
(Concluded)

The amount included in the parent company only balance sheet arising from the Company’s obligation in respect of its defined benefit plans was as follows:

December 31,
2013
December 31,
2012
Present value of funded defined benefit
obligation
$ 1,466,736
$ 1,484,303

Fair value of plan assets

(797,238)

(773,709)

Deficit
669,498
710,594
Net actuarial losses not recognized
(112,900)
(143,983)
Past service cost not yet recognized

10,968

11,681

Net liability arising from defined benefit
obligation
$ 567,566
$ 578,292
January 1,
2012
$ 1,341,327

(760,237)
581,090
-

12,394
$ 593,484

Movements in the present value of the defined benefit obligation were as follows:

Opening defined benefit obligation
Current service cost
Interest cost
Actuarial (gains) losses
Benefits paid
Closing defined benefit obligation
Movements in the fair value of the plan assets were as follows:
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2013
$ 1,484,303

7,494
25,932
(32,935)

(18,058)

$ 1,466,736
2012
$ 1,341,327
7,025
23,445
135,850

(23,344)
$ 1,484,303
Opening fair value of plan assets
Expected return on plan assets
Contributions from the employer
Benefits paid
Closing fair value of plan assets
For the Year Ended For the Year Ended December 31


2013
$ 773,709

9,944
31,643

(18,058)

$ 797,238
2012
$ 760,237
7,334
29,482

(23,344)
$ 773,709
  • 35 -

The major categories of plan assets at the end of the reporting period for each category were disclosed based on the information announced by Bureau of Labor Funds, Ministry of Labor:

December 31, December 31, January 1,
2013 2012 2012
Deposits in financial institution 22.86 25.17 23.87
Investment in stock and beneficiary certificate
45.56
38.22 40.75
Short-term commercial papers 4.10 9.88 7.61
Government bond and fixed income
investment 27.48 26.73 27.64
Infrastructure loans to government and
government-owned enterprises
-

-

0.13

100.00

100.00

100.00

The Company chose to disclose the history of experience adjustments as the amounts determined for each accounting period prospectively from the date of transition to IFRSs (Note 36):

December 31,
2013
December 31,
2012
Present value of the defined benefit obligation
$ 1,466,736
$ 1,484,303

Fair value of plan assets
$ 797,238
$ 773,709

Deficit
$ 669,498
$ 710,594

Experience adjustments on plan liabilities
$ 81,398
$ 94,966
January 1,
2012
$ 1,341,327
$ 760,237
$ 581,090
$ -

The Company expects to make contributions of NT$32,592 thousand and NT$30,367 thousand, respectively to the defined benefit plans during the annual period beginning after 2013 and 2012.

22. EQUITY

a. Ordinary shares

Ordinary shares

Numbers of shares authorized

Shares issued
December 31,
2013

$ 65,500,000

$ 35,214,730
December 31,
2012
$ 65,500,000

$ 35,214,623
January 1,
2012
$ 65,500,000

$ 33,847,486

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

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.

  • 36 -

b. Capital surplus

A reconciliation of the carrying amount at the beginning and at the end of the years ended December 31, 2013 and 2012, for each class of capital surplus was as follows:

Expiration of Expiration of
Treasury Subsidiaries’
Share Employee Employee
Transactions Donations Share Options Share Options
Balance at January 1, 2012 $
25,075
$ 37 $ - $ 321,377
Company’s dividends received
by its subsidiary 1,427 - - -
Issue of ordinary shares under
employee share options - - - (4,160)
Changes in capital surplus from
investment in associates
accounted for by using equity
method - - 113 -
Balance at December 31, 2012 $
26,502
$ 37 $ 113 $ 317,217
Balance at January 1, 2013 $
26,502
$ 37 $ 113 $ 317,217
Issue of ordinary shares under
employee share options - - - (13)
Changes in capital surplus from
investment in associates
accounted for by using equity
method - - 310 -
Balance at December 31, 2013 $
26,502
$ 37 $ 423 $ 317,204

The capital surplus arising from shares issued in excess of par (treasury stock transactions and employee share options) and donations 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 capital (limited to a certain percentage of the Company’s capital surplus and once a year).

The capital surplus from long-term investments may not be used for any purpose.

  • c. Retained earnings and dividend policy

The Company’s Articles of Incorporation provide that any profit after annual closing should be used first to cover income tax and accumulated deficit. Then appropriate for legal reserve 10% of the remaining amount (until the amount of the legal reserve equals the amount of the Company’s capital stock) and appropriate for (or reverse) special reserve in accordance with law. Appropriation for remuneration to directors and supervisors should be made at 2% of the remaining amount. Any remaining amount will be added to the undistributed earnings from previous years and distributed in the following manner: (a) shareholders’ dividends - 85%; (b) employees’ bonus - 15%. Employees’ bonus will be distributed in the same form as the distribution of dividends to shareholders on a proportionate basis.

  • 37 -

Distributions, except for the remuneration to directors and supervisors, may be made in the form of cash dividend or stock dividend, as determined by the shareholders at an Annual General Meeting. Both the shareholders’ bonus and employees’ bonus take the form of cash dividend as the first choice. Nevertheless, it still depends on the Company’s financial, sales or operating condition. 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 stock dividend.

Due to the net loss for the years ended December 31, 2013 and 2012, there were no accrual for bonus to employees and remuneration to directors and supervisors.

Under Rule No. 100116 and Rule No. 0950000507 issued by the FSC, certain amounts shall be transferred from unappropriated earnings to a special reserve before any appropriation of earnings generated before January 1, 2012 shall be made. Any special reserve appropriated may be reversed to the extent of the decrease in the net debit balance.

The Company made both appropriations to special reserve and reversal of such appropriations to special reserve under Rule No. 1010012865 issued by the FSC on April 6, 2012 and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”.

Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. Legal reserve may be used to offset 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.

Except for non-ROC resident shareholders, all shareholders receiving the dividends are allowed a tax credit equal to their proportionate share of the income tax paid by the Company.

The appropriations of earnings for 2011 had been approved in the shareholders’ meeting on June 6, 2012. The appropriations and dividends per share were as follows:

Legal reserve
Cash dividends
Stock dividends
For the Year Ended
December 31, 2011
Appropriation
of Earnings
Dividends Per
Share (NT$)
$ 288,272
1,288,408
$ 0.38

1,288,408
0.38
$ 2,865,088

The above appropriation for stock dividends of NT$1,288,408 thousand from 2011 earnings will be adjusted when the outstanding shares at the ex-dividend date are increased due to exercise of stock options by the Company’s employees. The shareholders had authorized the chairman to adjust the cash and stock dividend per share when the outstanding shares at the ex-dividend date are increased. The above appropriation for stock dividends was approved by the Securities and the Futures Bureau of Financial Supervisory Commission, Executive Yuan on June 19, 2012 and had been officially registered with the Ministry of Economic Affairs, ROC.

  • 38 -

The bonus to employees and remuneration to directors and supervisors for 2011 had been approved in the shareholders’ meeting on June 6, 2012. Details were stated as follows:

Amounts approved in shareholders’ meetings
Amounts recognized in respective financial statements
For the Year Ended
December 31, 2011


Bonus to
Employees
Remuneration
of Directors and
Supervisors
$ 454,732
$ 51,889

477,847

52,928
$ (23,115)
$ (1,039)

The differences between the approved amounts of the bonus to employees and remuneration to directors and supervisors and the accrual amounts reflected in the financial statements for the years ended December 31, 2011 which were primarily due to changes in estimates (numbers of the outstanding shares and income tax expense) had been adjusted in profit and loss for the years ended December 31, 2012.

In their meeting on June 19, 2013, the Company’s shareholders resolved the proposal of the Board of Directors to use legal reserve to offset accumulated deficit in the amount of NT$2,695,275 thousand.

Information about the appropriations of earnings is available on the Market Observation Post System website of the Taiwan Stock Exchange.

d. Special reserves appropriated following first-time adoption of IFRSs

The Company had a decrease in retained earnings that resulted from all IFRSs adjustments; therefore, no special reserve was appropriated.

e. Others equity items

1) Foreign currency translation reserve

Exchange differences relating to the translation of the results and net assets of the Company’s foreign operations from their functional currencies to the Company’s presentation currency (i.e. New Taiwan dollars) were recognized directly in other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve in respect of translating the net assets of foreign operations were reclassified to profit or loss on the disposal of the foreign operation.

2) Investments revaluation reserve

The investments revaluation reserve represents the cumulative gains and losses arising on the revaluation of available-for-sale financial assets that have been recognized in other comprehensive income, net of amounts reclassified to profit or loss when those assets have been disposed of or are determined to be impaired.

  • 39 -

f. Treasury shares

Treasury shares
Number of
Shares, Number of
Beginning of Increase During Shares,
Year The Year End of Year
Purpose of Buy-back (In Thousands) (In Thousands) (In Thousands)
Year ended December 31, 2013
The Company’s shares held by its
subsidiaries
3,899

-
3,899
Year ended December 31, 2012
The Company’s shares held by its
subsidiaries
3,757

142
3,899
The Company’s shares held by its subsidiaries at the end of the reporting periods were as follows:
Number of
Shares Held Carrying
Name of Subsidiary (In Thousands) Amount Market Price
December 31, 2013
Hui Ying Investment, Ltd. 3,899 $ 159,061 $ 26,165
December 31, 2012
Hui Ying Investment, Ltd. 3,899 159,061 33,808
January 1, 2012
Hui Ying Investment, Ltd. 3,757 159,061 45,456

The subsidiaries holding treasury shares, however, retain shareholders’ rights, except the rights to participate in any share issuance for cash and to vote.

23. REVENUE

REVENUE
Revenue from the sale of goods
Others
For the Year Ended December 31


2013
$ 21,857,389


13,210

$ 21,870,599
2012
$ 23,861,802

27,045
$ 23,888,847
  • 40 -

24. NET LOSS

Net loss was attributable to:

a. Other income

Interest income
Dividends
Others
**For the Year Ended ** **For the Year Ended ** December 31


2013
$ 109,274

57,415

43,070

$ 209,759
2012
$ 154,349
56,840

58,014
$ 269,203

b. Other gains and losses

Net foreign exchange gains/(losses)
Net gains arising on financial assets classified as held for trading
Net gains on disposal of investments
Other losses
For the Year Ended For the Year Ended December 31


2013
$ 111,161

18,522
-

(944)

$ 128,739
2012
$ (157,615)
67,243
229

(11,165)
$ (101,308)

c. Finance costs

Interest on loans
Others
Less: Amounts included in the cost of qualifying assets
For the Year Ended For the Year Ended December 31


2013
$ 341,829

15

6,948

$ 334,896
2012
$ 336,847
-

33,894
$ 302,953

Information about capitalized interest was as follows:

Capitalized interest
Capitalization rate
For the Year Ended December 31
2013
2012
$ 6,948
$ 33,894
1.12%
1.54%
  • 41 -

  • d. Impairment losses on financial assets

Other non-current financial assets
Available-for-sale equity investments
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2013
$ 2,151


-

$ 2,151
2012
$ 49,533

6,583
$ 56,116

The above impairment loss of financial assets was included in bad debt expense under operating expenses.

e. Depreciation and amortization

An analysis of depreciation by function
Operating costs
Operating expenses
An analysis of amortization by function
Operating costs
Operating expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2013
$ 6,302,715


1,162,279

$ 7,464,994

$ 120,787


60,818

$ 181,605
2012
$ 6,620,681

1,036,462
$ 7,657,143
$ 63,428

59,543
$ 122,971

f. Employee benefits expense

Post-employment benefits
Defined contribution plans
Defined benefit plans
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






2013
$ 193,338


138,661

331,999

5,108,974

$ 5,440,973

$ 2,879,811


2,561,162

$ 5,440,973
2012
$ 187,497

124,836
312,333

4,930,718
$ 5,243,051
$ 2,808,818

2,434,233
$ 5,243,051
  • 42 -

  • g. Gain or loss on foreign currency exchange

Foreign exchange gains
Foreign exchange losses
h. Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2013
$ 1,647,377

(1,536,216)

$ 111,161
2012
$ 490,887

(648,502)
$ (157,615)
Share of profit or loss of subsidiaries, associates and joint
ventures
For the Year Ended For the Year Ended December 31
2013
$ (642,647)
2012
$ (646,763)

25. INCOME TAX

a. Income tax recognized in profit or loss

The major components of tax income were as follows:

Current tax
In respect of the current year
In respect of prior years
Deferred tax
In respect of the current year
Income tax benefit recognized in profit or loss
**For the Year Ended ** **For the Year Ended ** December 31


2013
$ -

(125)

-

$ (125)
2012
$ -
284,526
(361,537)
$ (77,011)

A reconciliation of accounting loss and current income tax expenses is as follows:

Income tax expense calculated at the statutory rate
Nondeductible expenses in determining taxable income
Unrecognized temporary differences
Unrecognized loss carryforwards
Unrecognized investment credits
Additional income tax on unappropriated earnings
Adjustments for prior years’ tax
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2013
$ (1,071,981)

87,118
(152,111)
1,136,974
-
-

(125)

$ (125)
2012
$ (937,555)
(114,817)
146,760
-
538,884
5,191

284,526
$ (77,011)

The applicable tax rate used above is the corporate tax rate of 17% payable by the Company in ROC.

  • 43 -

b. Current tax assets and liabilities

December 31,
2013
December 31,
2012
Current tax assets
Tax refund receivable
$ 11,426
$ -

Current tax liabilities
Income tax payables
$ 352,048
$ 336,591
January 1,
2012
$ -
$ 335,135

c. Deferred tax assets and liabilities

The Company offset certain deferred tax assets and deferred tax liabilities which met the offset criteria.

For the year ended December 31, 2013

For the year ended December 31, 2013
Opening Recognized in
Deferred Tax Assets Balance Profit or Loss Closing Balance
Tax losses $ 905,612 $
-
$ 905,612
For the year ended December 31, 2012
Opening Recognized in
Deferred Tax Assets Balance Profit or Loss Closing Balance
Tax losses $
-
$ 905,612 $ 905,612
Investment credits 544,075 (544,075)
-
$ 544,075 $ 361,537 $ 905,612
Deductible temporary differences, unused loss carryforwards and unused investment credits for which
no deferred tax assets have been recognized in the parent company only balance sheets
December 31, December 31, January 1,
2013 2012 2012
Loss carryforwards $ 6,688,082 $ - $ -
Investment credits
Purchase of machinery and equipment $ 7,349 $ 37,644 $ -
Research and development - 544,176 783,623
Investment credits for stockholder 127,554 7,722 -
$ 134,903 $ 589,542 $
783,623
Deductible temporary differences $ 11,701,371 $ 12,583,553 $ 11,734,194
  • d. Deductible temporary differences, unused loss carryforwards and unused investment credits for which no deferred tax assets have been recognized in the parent company only balance sheets

The unrecognized investment credits will expire in 2016.

  • 44 -

  • e. Information about unused investment credits, unused loss carry-forward and tax - exemption

As of December 31, 2013, the investment tax credits comprised of:

Law and Statutes
Tax Credit Source
Statute for Upgrading
Industries
Purchase of machinery and
equipment

Investment credits for stockholder
Remaining
Creditable
Amount
Expiry Year
$ 7,349
2014
3,722
2014

123,832
2016
$ 134,903

Loss carryforwards as of December 31, 2013 comprised of:

Unused Amount Unused Amount Expiry Year
$ 905,612 2022
1,136,974 2023
$ 2,042,586

f. Integrated income tax

December 31,
2013
December 31,
2012
Unappropriated earnings (Accumulated
deficit)
Unappropriated earnings generated before
January 1, 1998
$ -
$ -

Unappropriated earnings generated on and
after January 1, 1998
(7,178,843)
(3,528,992)

$ (7,178,843)
$ (3,528,992)

Imputation credits accounts
$ 220,368
$ 207,924
January 1,
2012
$ -

4,776,572
$ 4,776,572
$ 184,671

No tax creditable ratios were calculated for accumulated deficit of 2013 and 2012.

g. Income tax assessments

The tax returns through 2009 have been assessed by the tax authorities. The Company disagreed with the tax authorities’ assessment of its 2009 tax returns and had applied for re-examination. Nevertheless, the Company has provided for the income tax assessed by the tax authorities.

  • 45 -

26. LOSS PER SHARE

Unit: NT$ Per Share

LOSS PER SHARE Unit: NT$ Per Share Unit: NT$ Per Share
Basic and diluted loss per share For the Year Ended December 31
2013
$ (1.79)
2012
$ (1.55)

The amount of loss and weighted average number of ordinary shares outstanding used in the computation of loss per share from continuing operations were as follows:

Net loss for the year

Loss for the year used in the computation of earnings per share
Weighted average number of ordinary shares outstanding (in thousand
For the Year Ended December 31 For the Year Ended December 31
2013
$ (6,305,647)
shares):
2012
$ (5,438,016)
Weighted average number of ordinary shares in computation of basic
and diluted loss per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2013

3,517,563
2012

3,516,456

As disclosed in Note 27 to the financial statements, the Company conforms according to IAS 33 “Earnings per Share”, in determining whether the share-based payments are potential ordinary stocks. The aforementioned stock options were not included in the calculation of diluted loss per share because they were antidilutive for the years ended December 31, 2013 and 2012.

27. SHARE-BASED PAYMENT ARRANGEMENTS

The Company has two employee stock option plans (“2005 Plan” and “2007 Plan”) approved by the ROC Securities and Futures Bureau (SFB) to grant options up to 200,000 thousand units and 120,000 thousand units, respectively. Each stock option may subscribe for one new share of common stock of the Company. The options are valid for six years subsequent to the grant dates and exercisable at certain percentages after the second anniversary from the grant date. The options were granted at the exercise price equal to the higher of closing price of the Company’s common shares listed on the TSE or the Company’s net asset value per common share on the grant date. For any subsequent changes in the Company’s capital surplus, the exercise price is adjusted accordingly.

As of December 31, 2013, there were 11 thousand employee stock options exercised for which 11 thousand common shares were issued but not yet officially registered with the Ministry of Economic Affairs, ROC.

  • 46 -

Information on employee share options was as follows:

Unit: Option Numbers in Thousand and NT$ Per Share

2007 Plan
Number of
Options
(In Thousands)
Weighted-
average
Exercise
Price
(NT$)
For the years ended December 31, 2013
Balance at January 1
42,078
$ 8.80
Options exercised
(11)
8.80
Options cancelled
(42,067)
-
Balance at December 31

-
-
2007 Plan
2005 Plan
Number of
Options
(In Thousands)
Weighted-average
Exercise Price
(NT$)
Number of
Options
(In Thousands)
Weighted-average
Exercise Price
(NT$)
For the years ended December 31, 2012
Balance at January 1
49,794
$ 9.50
37
$ 4.00
Options granted
1,556
8.80
-
-
Options exercised
(7,872)
9.47
-
-
Options cancelled
(1,400)
-
(37)
4.00
Balance at December 31
42,078
8.80
-
-
**2007 Plan ** **2007 Plan **

Balance at January 1
Options exercised
Options cancelled
Balance at December 31
For the years ended December 31, 2012
Balance at January 1
Options granted
Options exercised
Options cancelled
Balance at December 31
Number of
Options
(In Thousands)
Weighted-average
Exercise Price
(NT$)
37
$ 4.00
-
-
-
-
(37)
4.00
-
-

The number and exercise prices of outstanding options had been adjusted to reflect the stock dividends and the cancellation of common stock.

As of December 31, 2013, all outstanding vested share options have been exercised.

For the years ended December 31, 2013 and 2012, the compensation cost recognized based on intrinsic value method was zero. Had the Company used the fair value based method to evaluate the options, using the Black-Scholes model, the assumptions and pro forma results of the Company for the years ended December 31, 2013 and 2012 would have been as follows:

The Company
Assumptions:
Risk-free interest rate
Expected life (in years)
Expected volatility
Expected dividend yield
For the Year Ended December 31
2013
2012
1.55%-2.54%
1.55%-2.54%
4.38
4.38
51.16%-57.50%
51.16%-57.50%
-
-
(Continued)
  • 47 -
Net loss:
Net loss as reported
Pro forma net loss
Loss per share (LPS) - after income tax (NT$):
Basic and diluted LPS as reported
Pro forma basic and diluted LPS
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2013
$ (6,305,647)

$ (6,305,647)

$(1.79)
$(1.79)
2012
$ (5,438,016)
$ (5,438,016)
$(1.55)
$(1.55)
(Concluded)

28. OPERATING LEASE ARRANGEMENTS

a. The Company as lessee

Operating leases relate to leases of land with lease terms between 5 and 20 years. The Company does not have a bargain purchase option to acquire the leased land.

The future minimum lease payments for non-cancellable operating lease commitments were as follows:

December 31,
2013
December 31,
2012

Not later than 1 year
$ 76,369
$ 75,677

Later than 1 year and not later than 5 years
118,068
152,341
Later than 5 years

241,189

189,323

$ 435,626
$ 417,341
January 1,
2012
$ 75,501
209,831

204,156
$ 489,488

The lease payments recognized as expenses were as follows:

Minimum lease payment For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2013
$ 76,651
2012
$ 75,604

29. CAPITAL MANAGEMENT

The Company manages its capital to ensure that the Company will be able to operate under the premises of going concern and growth while maximizing the return to shareholders through the optimization of the debt and equity balance.

The Company’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 Company 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 Company periodically examines the capital structure and contemplates on the potential costs and risks involved while exerting different financial tools. In general, the Company implements prudent strategy of risk management.

  • 48 -

30. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments

  • 1) Fair value of financial instruments not carried at fair value

The management considers that the carrying amounts of financial assets and financial liabilities recognized in the parent company only financial statements approximate their fair values or their fair values cannot be reliably measured.

  • 2) Fair value measurements recognized in the parent company only balance sheets

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

  • a) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • b) Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • c) Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

December 31, 2013

Financial assets at FVTPL -
Current

Available-for-sale financial
assets - non-current
Securities listed in ROC
Equity securities
December 31, 2012
Financial assets at FVTPL -
current

Available-for-sale financial
assets - non-current
Securities listed in ROC
Equity securities
Level 1
$ -

$ 764,239
Level 1
$ -

$ 663,384
Level 2
$ 1,358

$ -
Level 2
$ 6,199

$ -
Level 3
$ -

$ -
Level 3
$ -

$ -
Total
$ 1,358
$ 764,239
Total
$ 6,199
$ 663,384
  • 49 -

January 1, 2012

Available-for-sale financial
assets - non-current
Securities listed in ROC
Equity securities
Level 1
$ 646,558
Level 2
$ -
Level 3
$ -
Total
$ 646,558

There were no transfers between Level 1 and Level 2 in the current and prior years.

  • 3) Valuation techniques and assumptions applied for the purpose of measuring fair value

The fair values of financial assets and financial liabilities were determined as follows:

  • a) The fair values of financial assets and financial liabilities with standard terms and conditions and traded in active liquid markets are determined with reference to quoted market prices;

  • b) The fair values of derivative instruments were calculated using quoted prices. Where such prices were not available, a discounted cash flow analysis was performed using the applicable yield curve for the duration of the instruments for non-optional derivatives. The estimates and assumptions used by the Company were consistent with those that market participants would use in setting a price for the financial instrument.

  • b. Categories of financial instruments

Categories of financial instruments
December 31, December 31, January 1,
2013 2012 2012
Financial assets
Fair value through profit or loss (FVTPL)
Held for trading $ 1,358 $ 6,199 $
-
Loans and receivables (i) 13,613,691 21,367,604 21,767,840
Available-for-sale financial assets (ii) 846,937 754,857 764,114
Financial liabilities
Amortized cost (iii) 23,906,794 26,074,790 24,632,525
  • i) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, 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, payable for purchase of equipment, and long-term loans (including current portion).

  • c. Financial risk management objectives and policies

The Company 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.

  • 50 -

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 Company must comply with certain treasury procedures that provide guiding principles for overall financial risk management.

1) Market risk

The Company '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 Company had foreign currency sales and purchases, which exposed to foreign currency risk. Exchange rate exposures were managed within approved policy parameters utilizing forward foreign exchange contracts.

Sensitivity analysis

The Company was mainly exposed to the USD and JPY.

Sensitivity analysis of rate is for the transactions in currencies other than the entity’s functional currency (foreign currencies) which are recognized at the rates of exchange prevailing at the dates of the transactions.

The following table details the Company’s sensitivity to a 3% and 10% increase in New Taiwan dollars (the functional currency) against the relevant foreign currencies, respectively. The sensitivity rates used are 3% and 10% when reporting foreign currency risk internally to key management personnel.


management personnel.
Pre-tax loss Currency USD Impact
For the Year Ended
December 31
2013
2012
$ 29,107
$ 32,653
Currency JPY Impact
For the Year Ended
December 31
2013
2012
$ 57,919
$ 50,558

b) Interest rate risk

The Company was exposed to interest rate risk because the Company borrowed funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix of fixed and floating rate borrowings.

The carrying amounts of the Company's financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows.

December 31, December 31, December 31, December 31, January 1,
2013 2012 2012
Fair value interest rate risk
Financial assets $ 8,374,264 $ 17,084,424 $ 15,114,256
Financial liabilities 566,577 88,406 1,800,488
Cash flow interest rate risk
Financial assets 1,821,861 873,093 2,776,374
Financial liabilities 18,599,897 21,033,615

17,606,332
  • 51 -

Sensitive analysis

Sensitivity analysis of interest is calculated 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 Company’s pre-tax loss for the years ended December 31, 2013 and 2012 would increase/decrease by NT$99,084 thousand and NT$96,600 thousand, respectively.

c) Other price risk

The Company was exposed to equity price risk through its investments in listed equity securities. Equity investments are held for strategic rather than trading purposes. The Company does not actively trade these investments.

Sensitive analysis

Sensitivity analysis of equity price is calculated 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, 2013 and 2012 would have increased/decreased by NT$76,424 thousand and NT$66,338 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 Company. The Company’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 Company 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 which may affects the customer’s paying ability such as financial condition, external and internal credit scoring, historical experience, and economic conditions. The Company holds some of the credit enhancements such as prepayments and collateral to mitigate its credit risks.

Trade receivables consisted of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of trade receivables and, where appropriate, credit guarantee insurance cover is purchased.

As of December 31, 2013 and 2012, and January 1, 2012, the Company’s ten largest customers accounted for 59%, 55% and 59% of total trade receivables (including receivables from related parties), respectively. The Company believed the concentration of credit risk was relatively insignificant for the remaining trade receivables.

  • 52 -

Financial credit risk

The Company’s exposure to financial credit risk which pertained to bank deposits and other financial instruments were evaluated and monitored by Corporate Treasury function. The Company 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 Company has sufficient liquidity to fund its business requirements of cash and cash equivalents and the unused of financing facilities associated with existing operations.

The Company relies on bank borrowings as a significant source of liquidity. As of December 31, 2013 and 2012 and January 1, 2012, the Company had available unutilized overdraft and short-term bank loan facilities of approximately NT$4,655,742 thousand, NT$6,856,768 thousand and NT$10,099,344 thousand, respectively.

Liquidity and interest rate risk tables

The following table details the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Company can be required to pay. The tables included both interest and principal cash flows.

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, 2013

December 31, 2013
On Demand or
Less than
1 Year
Non-derivative financial liabilities
Non-interest bearing
$ 4,740,320

Variable interest rate liabilities
7,948,820
Fixed interest rate liabilities

568,829

$ 13,257,969

December 31, 2012
On Demand or
Less than
1 Year
Non-derivative financial liabilities
Non-interest bearing
$ 4,952,769

Variable interest rate liabilities
5,559,431
Fixed interest rate liabilities

88,767

$ 10,600,967
1-3 Years
$ -

10,406,574

-

$ 10,406,574

1-3 Years
$ -

16,174,602

-

$ 16,174,602
3-5 Years
$ -

747,032

-

$ 747,032

3-5 Years
$ -

22,886

-

$ 22,886
5+ Years
$ -

-

-

$ -

5+ Years
$ -

-

-

$ -
Total
$ 4,740,320
19,102,426

568,829
$ 24,411,575
Total
$ 4,952,769
21,756,919

88,767
$ 26,798,455
  • 53 -

January 1, 2012

January 1, 2012
On Demand or
Less than
1 Year
Non-derivative financial liabilities
Non-interest bearing
$ 5,225,705

Variable interest rate liabilities
1,815,677
Fixed interest rate liabilities

1,804,025

$ 8,845,407
1-3 Years
$ -

8,308,774

-

$ 8,308,774
3-5 Years
$ -

8,358,820

-

$ 8,358,820
5+ Years
$ -

-

-

$ -
Total
$ 5,225,705
18,483,271

1,804,025
$ 25,513,001

31. TRANSACTIONS WITH RELATED PARTIES

Detail of transactions between the Company and subsidiaries and other related parties are disclosed below.

  • a. Trading transactions
Trading transactions
Key management personnel
Subsidiaries
Others
Sales of Goods
For the Year Ended
December 31
2013
2012
$ 6,192,256
$ 7,531,514
3,199,021
3,219,821
2,629
1,571
$ 9,393,906
$ 10,752,906
Purchases of Goods
For the Year Ended
December 31
2013
$ 6,192,256
3,199,021
2,629
$ 9,393,906
2013
$ 1,112,719
-
-
$ 1,112,719
2012
$ 194,227
-
-
$ 194,227

Sale prices to foreign related parties were negotiated based on those charged to ultimate customers and were not comparable to those with external customers as foreign related parties were the primary regional distributors. Sales to domestic related parties were priced at a markup on the unit cost of the product, which was not comparable to those with other customers.

Sales prices to related parties were not comparable to those with external customers as the Company was the sole provider for them. The sales terms to the related parties were between 30 to 60 days after monthly closing, similar to those with external customers.

Materials purchased from related parties were for manufacturing process. The payment term was 30 days after monthly closing, similar to those with external vendors.

Subsidiaries
Others
Key management personnel
The Company is its major
management authority
Operating Expenses
For the Year Ended
December 31
2013
2012
$ 398,206
$ 405,452
25,000
25,042
4,442
-

1,156

915
$ 428,815
$ 431,409
Manufacturing Expenses Manufacturing Expenses
For the Year Ended
**December 31 **
2013
$ 398,206
25,000
4,442

1,156

$ 428,815


2013
$ -

-

441,416

$ 441,416
2012
$ -
-

418,736
$ 418,736

The subcontract processing charges of related parties were comparable to those with other vendors. The payment term was 75 days after monthly closing.

  • 54 -
Subsidiaries
The Company is its major
management authority
Key management personnel
Operating Leases to
Related Parties
For the Year Ended
December 31
2013
2012
$ 22,890
$ 23,740
-
-
-
-
$ 22,890
$ 23,740
Software, Pattern and
Other Revenue
Software, Pattern and
Other Revenue
For the Year Ended
December 31
2013
$ 22,890
-
-
$ 22,890


2013
$ 2,055

732

-

$ 2,787
2012
$ 3,696
974

2
$ 3,672

The Company leases offices to its subsidiaries (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 Company authorized the above related parties to use the Company’s pattern and software. The specifically negotiated terms were not comparable to those with external customers.

The following balances of trade receivables from related parties were outstanding at the end of the reporting period:

December 31,
2013
December 31,
2012
Key management personnel
$ 457,903
$ 427,401
Subsidiaries
413,996
395,979
Others
343
52
The Company is its major management
authority

56

-

$ 872,298
$ 823,432
January 1,
2012
$ 918,063
422,181
-

-
$ 1,340,244

The following balances of other receivables from related parties were outstanding at the end of the reporting period:


reporting period:
December 31, December 31, January 1,
2013 2012 2012
Subsidiaries $ 364 $ 335 $ 645
The following balances of trade payables to related parties were outstanding at the end of the repo rtin
period:
December 31, December 31, January 1,
2013 2012 2012
Subsidiaries $
96,343
$
90,002
$
64,614
The Company is its major management
authority 90,570 118,455 82,244
Key management personnel 14 - -
Others - 17,550 -
$ 186,927 $ 226,007 $ 146,858

The following balances of trade payables to related parties were outstanding at the end of the reporting period:

  • 55 -

The outstanding of trade payables from related parties are unsecured and will be settled in cash. No guarantees had been given or received for trade receivables to related parties. No expense had been recognized for the years ended December 31, 2013 and 2012 for allowance for impairment of trade receivables in respect of the amounts owed by related parties.

  • b. Compensation of key management personnel

The remuneration of directors and other members of key management personnel for the years ended December 31, 2013 and 2012 was as follows:

Short-term benefits
Post-employment benefits
**For the Year Ended ** **For the Year Ended ** December 31


2013
$ 91,879


117,744

$ 209,623
2012
$ 88,419

110,546
$ 198,965

The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.

32. 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 agreement or land lease agreement:


Property, plant and equipment, net

Pledge deposits (classified as other financial
assets - non-current)

December 31,
2013

$ 17,425,003


164,177

$ 17,589,180
December 31,
2012
$ 18,773,742


164,177

$ 18,937,919
January 1,
2012
$ 13,119,861

164,177
$ 13,284,038

33. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Company as of December 31, 2013 were as follows:

  • a. As of December 31, 2013 and 2012, and January 1, 2012, unused letters of credit amounted to approximately NT$0, NT$15,930 thousand and NT$50,489 thousand, respectively.

  • b. Unrecognized commitments are as follows:

December 31,
2013
December 31,
2012
Acquisition of property, plant and equipment
$ 1,201,949
$ 812,424
January 1,
2012
$ 716,395
  • 56 -

  • c. The Company entered into the Phase-change memory technology agreement with IBM Company in January 2010, and the term of the agreement is from January 2010 to January 2013. Under the agreement, both parties have to share in the related expenditures of the technology development, and the Group has completed the payment in January, 2013. The Company entered into another Phase-change memory technology agreement with IBM Company in January 2013. The term of the agreement is from January 2013 to January 2016. As of December 31, 2013, the Company has paid US$3,500 thousand.

  • d. The Company entered into the Patents Cross-License Agreement with J Company in December 2009, and the term of the agreement is from December 2009 to December 2015. Under the agreement, the Company has completed the payment.

  • e. In August 2013, Spansion Inc. (“Spansion”) filed a lawsuit against the Company with both the U.S. International Trade Commission (“ITC”) and the U.S. District Court in California concurrently, alleging that the Company infringed its patents. To protect the Company’s interests, the Company not only hired a U.S. attorney to respond to the charges but also filed a lawsuit against Spansion for the infringement of the Company’s seven patents. The Company evaluated that Spansion’s lawsuit would have limited impact on the Company’s financial statements since there were various points of argument that could be taken into account.

  • f. Creative Integrated System, Inc. (“CIS”) filed a lawsuit against the Company with the U.S. District Court in California, alleging that the Company infringed two of its patents. Final judgment was rendered in favor of the Company in July 2012; however, CIS has filed an appeal against the ruling. The District Court rescinded its initial determination for one patent infringement case and re-examined it. As of December 31, 2013, the case for alleged patent infringement was still pending in the District Court. Since the patent-in-suit has expired in August 2010, and there were various points of argument that could be taken into account, the Company evaluated that the CIS’s lawsuit would have limited impact on the Company’s financial statements.

34. EXCHANGE RATE OF FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The significant financial assets and liabilities denominated in foreign currencies were as follows:

December 31, 2013

December 31, 2013
Exchange Financial Financial
Rate Assets Liabilities
Monetary items
JPY 0.28 $ 4,716,939 $ 2,648,387
USD 29.81 97,754 59,207
December 31, 2012
Exchange Financial Financial
Rate Assets Liabilities
Monetary items
JPY 0.34 $ 2,451,864 $
858,990
USD 29.04 100,229 52,748
  • 57 -

January 1, 2012

Exchange Financial Financial
Rate Assets Liabilities
Monetary items
JPY 0.39 $ 6,437,719 $ 3,758,512
USD 30.28 105,731 59,270

35. 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 controlled entities): Table 1 (attached)

  • d. Marketable securities acquired and disposed at costs or prices at least NT$300 million or 20% of the paid-in capital: Table 2 (attached)

  • 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 3 (attached)

  • h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 4 (attached)

  • i. Trading in derivative instruments: Please see Note 7

  • j. Information on investees: Table 5 (attached)

  • k. 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 gain or loss, carrying amount of the investment at the end of the period, repatriated investment gains, 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: None

  • 58 -

36. FIRST-TIME ADOPTION OF THE REGULATIONS

The Company’s date of transition to the Regulations was January 1, 2012. The impact of the transition to the Regulations on the Company’s parent company only balance sheets and the parent company only statements of comprehensive income is stated as follows:

a. Reconciliation of parent company only balance sheet as of January 1, 2012

ROC GAAP Amount
$ 17,726,603
2,411,019
1,340,244
111,958
6,398,789
125,765

407,057

28,521,435
3,054,069
646,558

117,556

3,818,183

34,855,166

71,050
418,310
164,177
3,366

25,226

611,079
$ 67,876,913
$ 1,800,488
2,136,388
146,858
335,135
2,072,686
530,775
869,773
1,527,718

66,310

9,486,131

16,078,719
360,151

2,040

362,191

25,927,041
**Effect of Transition ** to Regulations
Presentation
Difference
$ -
10,473
-
-
-
(125,765 )

-

(115,292)
(5,418 )
-

-

(5,418)

-

-
125,765
-
-

-

125,765
$ 5,055
$ -
-
-
-
-
-
-
-

5,403

5,403

-
-

(348)

(348)

5,055
Regulations Used in Preparation of the
Parent Company Only Financial Statements
Amount
Item
Note
Current assets
$ 17,726,603
Cash and cash
equivalents
2,421,492
Notes receivable and
trade receivables, net
a)
1,340,244
Receivables from
related parties, net
111,958
Other receivables
6,398,789
Inventories
-
-
b)

407,057
Other current assets

28,406,143
Total current assets
Long-term investments
3,037,580
Investment accounted
for using equity
method
e), f), g)
646,558
Available-for-sale
financial assets -
non-current

117,556
Financial assets carried
at cost - non-current

3,801,694
Total non-current
assets

34,855,166
Property, plant and
equipment

71,050
Intangible assets
Other assets
544,075
Deferred tax assets
b)
164,177
Other financial assets -
non-current
3,366
Other financial assets -
non-current

25,226
Other non-current
assets

736,844
Total other assets
$ 67,870,897
Total
Current liabilities
$ 1,800,488
Short-term borrowings
2,136,388
Notes payable and
trade payables
146,858
Payables to related
parties
335,135
Current tax liabilities
2,072,686
Other payables
530,775
Salary and bonus
payable
869,773
Payable for purchase of
equipment
1,527,718
Current portion of
long-term
borrowings

126,626
Other current liabilities
a), c), f)

9,546,447
Total current liabilities

16,078,719
Total long-term liabilities
Other liabilities
623,503
Accrued pension
liabilities
d)

1,692
Other non-current
liabilities
f)

625,195
Total other liabilities

26,250,361
Total liabilities
(Continued)
















Recognition
and
Measurement
Difference
$ -

-
-
-
-
-

-


-

(11,071 )
-

-


(11,071)


-


-

-
-
-

-


-

$ (11,071)

$ -

-
-
-
-
-
-
-

54,913


54,913


-

263,352

-


263,352


318,265
Item
Current assets
Cash and cash equivalents

Notes and accounts receivable,
net
Receivables from related
parties, net
Other receivables, net
Inventories
Deferred income tax assets -
current
Other current assets

Total current assets

Long-term investments
Investment accounted for by
using equity method
Available-for-sale financial
assets - non-current
Financial assets carried at cost -
non-current

Total long-term investments

Net property, plant and equipment

Net intangible assets

Other assets
Deferred income tax assets -
non-current
Restricted assets - non-current
Refundable deposits
Other assets

Total other assets

Total

Current liabilities
Short-term bank loans

Notes and accounts payable
Payables to related parties
Income tax payable
Accrued expenses
Accrued bonuses to employees,
directors and supervisors
Payables for equipment
Current portion of long-term
bank loans
Other current liabilities

Total current liabilities

Total long-term liabilities

Other liabilities
Accrued pension cost
Others

Total other liabilities

Total liabilities
















  • 59 -
ROC GAAP Amount
$ 33,847,486
349,925
2,407,003
5,085,609
432,095
(29,881 )

(142,365)

41,949,872
$ 67,876,913
**Effect of Transition ** to Regulations
Presentation
Difference
$ -
-
-
-
-
-

-

-
$ 5,055
Regulations Used in Preparation of the
Parent Company Only Financial Statements
Amount
Item
Note
$ 33,847,486
Ordinary shares
346,489
Capital surplus
g)
2,407,003
Legal reserve
4,776,572
Unappropriated
earnings
c), d), e),
h)
432,095
Unrealized gain from
available-for-sale
financial assets
(30,048 )
Exchange differences
on translating
foreign operations
e)

(159,061)
Treasury shares
h)

41,620,536
Total equity
$ 67,870,897
Total



Recognition
and
Measurement
Difference
$ -

(3,436 )
-
(309,037 )
-
(167 )

(16,696)


(329,336)

$ (11,071)
Item
Shareholders' equity
Capital stock

Capital surplus
Legal capital reserve
Unappropriated earnings
Unrealized gains on financial
instruments
Cumulative translation
adjustments
Treasury stock

Total shareholders' equity

Total



(Concluded)

b. Reconciliation of parent company only statement of balance sheets as of December 31, 2012

ROC GAAP Amount
$ 17,793,410
6,199
2,463,765
823,432
100,136
6,797,915
228,162

425,577

28,638,596
2,335,038
663,384

91,473

3,089,895

29,274,321

315,870
677,450
164,177
10,078
2,996

16,258

870,959
$ 62,189,641
**Effect of Transition ** to Regulations
Presentation
Difference
$ -
-
9,610
-
-
-
(228,162 )

-

(218,552)
(3,407 )
-

-

(3,407)

-

-
228,162
-
-
-

-

228,162
$ 6,203
Regulations Used in Preparation of the
Parent Company Only Financial Statements
Amount
Item
Note
Current assets
$ 17,793,410
Cash and cash
equivalents
6,199
Financial assets at fair
value through profit
or loss - current
2,473,375
Notes receivable and
trade receivables, net
a)
823,432
Receivables from
related parties, net
100,136
Other receivables
6,797,915
Inventories
-
-
b)

425,577
Other current assets

28,420,044
Total current assets
Long-term investments
2,319,232
Investment accounted
for using equity
method
e), f)
663,384
Available-for-sale
financial assets -
non-current

91,473
Financial assets carried
at cost - non-current

3,074,089
Total non-current
assets

29,274,321
Property, plant and
equipment

315,870
Intangible assets
Other assets
905,612
Deferred tax assets
b)
164,177
Other financial assets -
non-current
10,078
2,996
Other financial assets -
non-current

16,258
Other non-current
assets

1,099,121
Total other assets
$ 62,183,445
Total
(Continued)









Recognition
and
Measurement
Difference
$ -

-
-
-
-
-
-

-


-

(12,399 )
-

-


(12,399)


-


-

-
-
-
-

-


-

$ (12,399)
Item
Current assets
Cash and cash equivalents

Financial assets at fair value
through profit or loss -
current
Notes and accounts receivable,
net
Receivables from related
parties, net
Other receivables, net
Inventories
Deferred income tax assets -
current
Other current assets

Total current assets

Long-term investments
Investment accounted for by
using equity method
Available-for-sale financial
assets - non-current
Financial assets carried at cost -
non-current

Total long-term investments

Net property, plant and equipment

Net intangible assets

Other assets
Deferred income tax assets -
non-current
Restricted assets - non-current
Long-term receivables
Refundable deposits
Other assets

Total other assets

Total









  • 60 -
ROC GAAP Amount
$ 88,406
1,819,749
226,007
336,591
2,517,231
389,782
5,233,718

73,999

10,685,483

15,799,897
462,744

130

462,904

26,948,284
35,214,623
348,123
2,695,275
(3,220,362 )
448,981
(102,918 )

(142,365)

35,241,357
$ 62,189,641
**Effect of Transition ** to Regulations
Presentation

Difference
$ -

-
-
-
-
-
-

6,203


6,203


-

-

-


-


6,203

-
-
-
-
-
-

-


-

$ 6,203
Regulations Used in Preparation of the
Parent Company Only Financial Statements
Amount
Item
Note
Current liabilities
$ 88,406
Short-term borrowings
1,819,749
Notes payable and
trade payables
226,007
Payables to related
parties
336,591
Current tax liabilities
2,517,231
Other payables
389,782
Payable for purchase of
equipment
5,233,718
Current portion of
long-term
borrowings

141,410
Other current liabilities
a), c), f)

10,752,894
Total current liabilities

15,799,897
Total long-term liabilities
Other liabilities
718,614
Accrued pension
liabilities
d)

130
Other non-current
liabilities

718,744
Total other liabilities

27,271,535
Total liabilities
35,214,623
Ordinary shares
343,869
Capital surplus
g)
2,695,275
Legal reserve
(3,528,992 )
Accumulated deficit
c), d), e),
h)
448,981
Unrealized gain from
available-for-sale
financial assets
(102,785 )
Exchange differences
on translating
foreign operations
e)

(159,061)
Treasury shares
h)

34,911,910
Total equity
$ 62,183,445
Total









Recognition
and
Measurement
Difference
$ -

-
-
-
-
-
-

61,208


61,208


-

255,840

-


255,840


317,048

-
(4,254 )
-
(308,630 )
-
133

(16,696)


(329,447)

$ (12,399)
Item
Current liabilities
Short-term bank loans

Notes and accounts payable
Payables to related parties
Income tax payable
Accrued expenses
Payables for equipment
Current portion of long-term
bank loans
Other current liabilities

Total current liabilities

Total long-term liabilities

Other liabilities
Accrued pension cost
Others

Total other liabilities

Total liabilities

Shareholders' equity
Capital stock
Capital surplus
Legal capital reserve
Accumulated deficit
Unrealized gains on financial
instruments
Cumulative translation
adjustments
Treasury stock

Total shareholders' equity

Total

(Concluded)

  • c. Reconciliation of parent company only statement of comprehensive income for the years ended December 31, 2012
ROC GAAP Amount
$ 23,888,847

21,517,784
2,371,063

1,664

2,372,727
908,223
1,513,080

4,547,487

6,968,790

(4,596,063)
**Effect of Transition ** to Regulations
Presentation

Difference
$ -


139,698

(139,698 )

-

(139,698)

-
492

(1,829)


(1,337)


(138,361)
Regulations Used in Preparation of the
Parent Company Only Financial Statements
Amount
Item
Note
$ 23,888,847
Net operating revenue

21,656,168
Operating costs
c), d), i)
2,232,679
Gross profit
1,664
Realized gain on
transactions with
subsidiaries

2,234,343
Realized gross profit
Operating expenses
907,948
Selling and marketing
expenses
c), d)
1,513,406
General and
administrative
expenses
c), d), i)

4,546,195
Research and
development
expenses
c), d), i)

6,967,549
Total operating
expenses

(4,733,206)
Loss from operations
(Continued)






Recognition
and
Measurement
Difference
$ -


(1,314)

1,314

-


(1,314)

(275 )
(166 )

537


96


1,218
Item
Net sales

Cost of sales

Gross profit before affiliates
elimination
Unrealized gross profit from
affiliates

Gross profit

Operating expenses
Sales and marketing
General and administrative
Research and development

Total operating expenses

Loss from operations
  • 61 -
ROC GAAP Amount
$ 154,349
56,840
61,273
6,199

58,014

336,675
645,940
302,953
138,361
157,615

11,165

1,256,034
(5,515,422 )

(77,011)
$ (5,438,411)
**Effect of Transition ** to Regulations
Presentation
Difference
$ -
-
-
-

-

-
-
-
(138,361 )
-

-

(138,361)
-

-
$ -
Regulations Used in Preparation of the
Parent Company Only Financial Statements
Amount
Item
Note
Non-operating income
and gains
$ 154,349
Interest income
56,840
Dividend income
61,273
Net gains on disposal
of investments
6,199
Net gain arising on
financial assets
classified as held for
trading

58,014
Others

336,675
Total non-operating
income and gains
Non-operating expenses
and losses
646,763
Share of profit or loss
of subsidiaries,
associates and joint
ventures
e)
302,953
Interest expense
-
Loss on disposal of
assets
i)
157,615
Foreign exchange
losses, net

11,165
Others

1,118,496
Total non-operating
expenses and losses
(5,515,027 )
Loss before income tax

(77,011)
Income tax expense

(5,438,016)
Net loss
(72,737 )
Exchange differences on
translating foreign
operations

16,886
Unrealized gain on
available-for-sale
financial assets

(55,851)
Other comprehensive loss
for the year, net of tax
$ (5,493,867)
Total comprehensive loss
for the year
(Concluded)






Recognition
and
Measurement
Difference
$ -

-
-
-

-


-

823
-
-
-

-


823

395

-

$ 395
Item
Non-operating income and gains
Interest income

Dividend income
Gain on disposal of
investments
Valuation gain on financial
assets
Others

Total non-operating income
and gains

Non-operating expenses and
losses
Loss recognized on investment
accounted for by using
equity method
Interest expense
Loss on disposal of assets
Foreign exchange losses, net
Others

Total non-operating expenses
and losses

Loss before income tax
Income tax expense

Net loss









d. Exemptions

Except for optional exemptions and mandatory exceptions to retrospective application provided under the Regulations, the Company retrospectively applied the Regulations to prepare its opening balance sheet at the date of transition, January 1, 2012. The major optional exemptions the Company elected are summarized as follows:

1) Investments in subsidiaries

The Company elected to measure the investments in subsidiaries acquired before the date of transition, at the same carrying amount as recognized under ROC GAAP as of December 31, 2011.

2) Share-based payment transactions

At the date of transition, the Company elected to adopt the optional exemptions from retrospective application and measured the shared-based payment transactions granted and vested before the date of transition in the same way as it was under ROC GAAP.

3) Employee benefits

The Company elected to recognize all cumulative actuarial gains and losses in retained earnings as of the date of transition.

  • 62 -

  • e. Explanations of significant reconciling items in the transition to IFRSs

  • 1) Allowance for sales returns and others

Under ROC GAAP, provisions for estimated sales returns and others are recognized as a reduction in revenue in the year the related revenue is recognized based on historical experience. Allowance for sales returns and others is recorded as a deduction in accounts receivable. Under Regulations Used in Preparation of the Parent Company Only Financial Statements, the allowance for sales returns and others is a present obligation with uncertain timing and an amount that arises from past events; it is therefore reclassified as provisions (classified under current liabilities) accordingly.

As of December 31, 2012 and January 1, 2012, the amounts reclassified from allowance for sales returns and others to provisions was NT$9,610 thousand and NT$10,473 thousand, respectively.

  • 2) Classifications of deferred income tax asset/liability and valuation allowance

Under ROC GAAP, valuation allowance is provided to the extent, if any, that it is more likely than not that deferred income tax assets will not be realized. Under Regulations Used in Preparation of the Parent Company Only Financial Statements, deferred tax assets are only recognized to the extent that it is probable that there will be sufficient taxable profits and the valuation allowance account is no longer used.

In addition, under ROC GAAP, a deferred tax asset or liability is classified as current or non-current in accordance with the classification of its related asset or liability. However, if a deferred income tax asset or liability does not relate to an asset or liability in the financial statements, it is classified as either current or non-current based on the expected length of time before it is realized or settled. Under Regulations Used in Preparation of the Parent Company Only Financial Statements, a deferred tax asset or liability is classified as non-current asset or liability.

As of December 31,2012 and January 1, 2012, the amount reclassified from deferred income tax assets - current to deferred income tax assets - non-current was NT$228,162 thousand and NT$125,765 thousand, respectively.

  • 3) Employee benefits - short-term accumulating compensated absences

Short-term accumulating compensated absences are not specifically addressed under ROC GAAP and usually recognized as salary expense while distributed. Under Regulations Used in Preparation of the Parent Company Only Financial Statements, accumulating compensated absences are recognized as salary expense when the employees render services that increase their entitlement to future compensated absences.

At the transition date, the Company elected to recognize all the resulting accounting difference of compensated absences in retained earnings. As of December 31, 2012 and January 1, 2012, other current liabilities increased by NT$61,208 thousand and NT$54,913 thousand, respectively. For the year ended December 31, 2012, the cost of sales and operating expenses increased by NT$2,858 thousand and NT$3,437 thousand, respectively.

  • 4) Employee benefits - corridor approach

Under ROC GAAP, unrecognized net transition obligation from first-adoption of SFAS No. 18, “Accounting for Pensions”, should be amortized over the expected average remaining service lives of the employees who are still in service and expected to receive pension benefits using the straight-line method and recorded in net pension cost. Under Regulations Used in Preparation of the Parent Company Only Financial Statements, unrecognized net transition obligation should be recognized immediately to unappropriated earnings.

  • 63 -

Under ROC GAAP, actuarial gains and losses are accounted for under the corridor approach which resulted in the deferral of gains and losses. When using the corridor approach, actuarial gains and losses should be amortized over the expected average remaining working lives of the participating employees and be recognized directly to retained earnings. At the transition date, the Company decided to adopt the corridor approach continuously.

At the transition date, the Company performed actuarial valuation and recognized the valuation difference directly to retained earnings. As of December 31, 2012 and January 1, 2012, accrued pension cost was adjusted for an increase of NT$255,840 thousand and NT$263,352 thousand, respectively. Pension cost for the year ended December 31, 2012 was also adjusted for a decrease in cost of sales of NT$4,172 thousand and a decrease in operating expenses of NT$3,341 thousand.

  • 5) Investments accounted for using the equity method

The Company has evaluated significant differences between current accounting policies and Regulations Used in Preparation of the Parent Company Only Financial Statements for the Company’s subsidiaries accounted for using the equity method. The significant difference is mainly due to the adjustment to employee benefits.

Under Regulations Used in Preparation of the Parent Company Only Financial Statements, when the adjustments to the carrying amount of the investee were neither arising from other comprehensive income nor affecting the ownership percentage of the investor, the investor should recognize the differences from the changes in the investee’s equity that is proportionate to its existing ownership.

As of December 31, 2012 and January 1, 2012, as a result of the differences mentioned above, investment accounted for using the equity method was adjusted for a decrease of NT$8,145 thousand and NT$7,635 thousand, respectively; foreign currency translation reserve was adjusted for a decrease of NT$133 thousand and an increase of NT$167 thousand, respectively; equity in earnings of equity method investees was adjusted for an increase of NT$823 thousand for the year ended December 31, 2012.

  • 6) Unrealized transactions with subsidiaries

Under ROC GAAP, profits and losses resulting from downstream transactions with subsidiaries must be eliminated and recognized in unearned revenue (classified under other current and non-current liabilities). Under Regulations Used in Preparation of the Parent Company Only Financial Statements, unrealized profits and losses should be recognized as an adjustment of investment accounted for using equity method.

As of December 31, 2012 and January 1, 2012, the amount reclassified to investment accounted for using equity method was NT$3,407 thousand and NT$5,418 thousand, respectively.

7) Capital surplus of subsidiaries - employee stock options

Under ROC GAAP, employee stock options granted by a subsidiary are recognized by the parent company according to its ownership percentage as capital surplus - employee stock options under the shareholders’ equity in the parent company only financial statements. Under Regulations Used in Preparation of the Parent Company Only Financial Statements, the equity that was not attributable, directly or indirectly, to a parent was not recognized as shareholders’ equity.

As of December 31, 2012 and January 1, 2012, as a result of the differences mentioned above, the capital surplus - employee stock options was adjusted for a decrease of NT$4,254 thousand and NT$3,436 thousand, respectively.

  • 64 -

  • 8) Treasury stock transactions

Under ROC GAAP, the Company’s stocks held by subsidiaries were accounted for as treasury stock. For its first-time adoption of SFAS No. 30, ”Accounting for Treasury Stocks,” the recorded cost of the stock is based on its carrying amount as of January 1, 2002, which may not equal to its acquisition cost.

Under Regulations Used in Preparation of the Parent Company Only Financial Statements, treasury stock is stated at cost and shown as a deduction in shareholders’ equity. The Company is not subject to the transition requirement; thus, the amounts of the related accounts in the statements of changes in shareholders’ equity should be adjusted retrospectively.

As of December 31, 2012, the book value of treasury stock increased by NT$16,696 thousand.

  • 9) The reclassification of line items in the parent company only statement of comprehensive income

Under Regulations Used in Preparation of the Parent Company Only Financial Statements, based on the nature of operating transactions, the Company reclassified net loss on disposal of property, plant and equipment of NT$138,361 thousand for the year ended December 31, 2012 as an increase in cost of sales of NT$139,698 thousand and a decrease in operating expenses of NT$1,337 thousand.

  • f. Explanation of material adjustments to the statement of cash flows

According to ROC GAAP, interest paid and received and dividends received were classified as operating activities. Additional disclosure was required for interest expenses when reporting cash flow using indirect method. However, under Regulations Used in Preparation of the Parent Company Only Financial Statements, cash flows from interest and dividends received and paid shall each be disclosed separately. Each shall be classified in a consistent manner from period to period as operating activities. Therefore, interests received and paid and dividends received by the Company of NT$154,624 thousand, NT$309,042 thousand and NT$56,840 thousand, respectively, for the year ended December 31, 2012 were presented separately at the date of transition.

Except for the above differences, there are no other significant differences between ROC GAAP and Regulations Used in Preparation of the Parent Company Only Financial Statements in the parent company only statement of cash flows.

  • 65 -

TABLE 1

MACRONIX INTERNATIONAL CO., LTD.

MARKETABLE SECURITIES HELD DECEMBER 31, 2013

(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding
Company
Financial Statement Account December 31, 2013 December 31, 2013 Note
Shares/Units
(In Thousands)
Carrying
Amount
(Note 3)
Percentage of
Ownership
Fair Value
(Note 3)
The Company
Macronix (BVI) Co., Ltd.
Hui Ying Investment, Ltd.
Stock
Ardentec Corporation
United Industrial Gases Co., Ltd.
Zowie Technology Co., Ltd.
Aetas Technology Inc.
Honbond Venture Capital Co., Ltd.
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
The Company serves as member of
its board of directors
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
34,896,736
6,671,877
105,981
145,850
4,972,500
1,088,319
26,924,500
584,893
680,000
1,739,783
3,899,382
797,244
$ 764,239

58,500

-

-

24,198

50,988

34.299

101,807

-

32,189

26,165

-
7.48
3.06
0.32
0.29
15.00
0.17
3.34
1.22
2.52
4.90
0.11
10.73
$ 764,239
-
-
-
-
50,988
34,299
101,807
-
-
26,165
-
Note 1
Note 2
Note 2
Note 2
Note 2
Note 1
Note 1
Note 1
Note 2
Note 2
Note 1
Note 2

Note 1: The market value was based on the closing price as of December 31, 2013.

Note 2: The calculation is based upon the most recent financial statements available to the Company.

Note 3: The foreign currency amount is converted into New Taiwan dollars based on the exchange rate at December 31, 2013.

  • 66 -

TABLE 2

MACRONIX INTERNATIONAL CO., LTD.

MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2013

(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Company Name Type and Name of Marketable
Securities
Financial Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance **Acquisition ** **Acquisition ** **Disposal ** **Disposal ** Ending Balance Ending Balance
Shares/Units
(In Thousands)
Amount Shares/Units
(In Thousands)
Amount Shares/Units
(In Thousands)
Amount Carrying
Amount
Gain/Loss on
**Disposal **
Shares/Units
**(In Thousands) **
Amount (Note)
The Company Stock
Infomax Communication Co.,
Ltd.
Investments accounted for
using equity method
Infomax
Communication
Co., Ltd.
Subsidiary 50,322,240 $ 221,645
99,949,000
$ 999,490
-
$ - $ - $ - 150,271,240 $ 920,261

Note: The ending balance of securities.

  • 67 -

TABLE 3

MACRONIX INTERNATIONAL CO., LTD.

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, 2013

(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Buyer Related Party Relationship Transaction Transaction 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
Macronix (Hong Kong)
Co., Ltd.
Macronix America Inc.
MegaChips Corporation
Macronix (Hong Kong) Co., Ltd.
Macronix America Inc.
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
$ 6,192,256
2,668,265
529,361

1,112,719
US$ 90,113,635
US$ 17,861,000
28%
12%
2%
17%
100%
100%
30 days after monthly closing
45 days after monthly closing
Net 60 days
30 days after monthly closing
45 days after monthly closing
Net 60 days
Note 31
Note 31
Note 31
Note 31
No material
difference
No material
difference
Note 31
Note 31
Note 31
Note 31

No material
difference

No material
difference
$ 457,903
363,619
48,058
14

US$ 12,199,127

US$ 1,609,863
14%
11%
1%
-
100%
100%
-
-
-
-
-
-
  • 68 -

TABLE 4

MACRONIX INTERNATIONAL CO., LTD.

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2013

(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
Macronix (Hong Kong) Co., Ltd.
Its subsidiary, Shun Ying Investment,
is represented in MXIC’s board of
directors
Indirect subsidiary
$ 457,903
363,619
13.99 times
7.49 times
$ -
-
-
-
JPY 1,612,902 thousand
US$ 12,200 thousand
$ -
-
  • 69 -

TABLE 5

MACRONIX INTERNATIONAL CO., LTD.

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2013 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Original Inves tment Amount **Balance ** **as of December ** 31, 2013 Net Income (Loss)
of the Investee
(Note 3)
Share of Profit
(Loss)
Note
December 31, 2013
(Note 1)

December 31,
2012
(Note 1)
Shares Percentage of
Ownership
Carrying Amount
(Note 2)
The Company
Macronix (BVI) Co., Ltd.
Hui Ying Investment, Ltd.
Run Hong Investment, Ltd.
Infomax Communication Co., Ltd.
Infomax Holding Co., Ltd.
MoDioTek Co., Ltd.
Mosatek Co., Ltd.
Magic Pixel Inc.
Magic Pixel Inc.
Mxtran Inc.
Mxtran Holding (Samoa) Co., Ltd.
Macronix America Inc.
Macronix (BVI) Co., Ltd.
Hui Ying Investment, Ltd.
Run Hong Investment, Ltd.
Magic Pixel Inc.
Infomax Communication Co., Ltd.
Mxtran Inc.
MoDioTek Co., Ltd.
New Trend Technology Inc.
Macronix Europe NV.
Macronix Pte Ltd.
Macronix (Hong Kong) Co., Ltd.
Macronix (Asia) Limited
MoDioTek Co., Ltd.
Magic Pixel Inc.
Infomax Communication Co., Ltd.
Mxtran Inc.
MoDioTek Co., Ltd.
Infomax Holding Co., Ltd.
Infomax Holding Company Limited
Mosatek Co., Ltd.
Mosatek (H.K) Company Limited
Magic Pixel Inc.
Magic Pixel Holding Company Limited
Mxtran Holding (Samoa) Co., Ltd.
Mxtran (H.K.) Holding Co., Limited.
San Jose, California, U.S.A.
Tortola, British Virgin Islands
Taipei, Taiwan
Taipei, Taiwan
Hsinchu, 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
Hsinchu, Taiwan
Samoa
Hong Kong
Samoa
Hong Kong
Samoa
Hong Kong
Samoa
Hong Kong
Marketing
Investment holding company
Investment
Investment
Fabless multimedia system on chip
Baseband chip, analog baseband chip, and power management
chip
Combi-SIM IC and the related service
Mobile audio platform and smart remote controller
IC design
After-sale service
After-sale service
Marketing
Investment holding company
Mobile audio platform and smart remote controller
Fabless multimedia system on chip
Baseband chip, analog baseband chip, and power management
chip
Combi-SIM IC and the related service
Mobile audio platform and smart remote controller
Investment holding company
Investment holding company
Investment holding company
Investment holding company
Investment holding company
Investment holding company
Investment holding company
Investment holding company
$ 2,640
7,348,057
500,000
984,432
312,803
1,502,711
607,379
430,232
850,637
2,106
3,291
378,427
26,325
30,442
22,131
27,423
34,271
30,442
235,494
96,022
108,014
53,398
76,913
59,668
27,809
23,880
$ 2,640
7,348,057
500,000
984,432
217,825
520,117
512,371
340,212
850,637
2,106
3,291
378,427
26,325
25,452
17,286
28,879
29,279
25,452
195,457
94,516
91,644
53,398
65,050
50,771
27,809
23,880
100,000
223,300,000
-
-
30,651,523
150,271,240
60,627,800
43,023,160
25,850,000
999
174,000
89,700,000
800,000
2,894,200
1,895,440
2,742,506
3,393,200
2,894,200
7,620,000
22,926,500
3,490,000
12,905,100
2,450,000
14,820,000
920,000
6,152,000
100.00
100.00
100.00
100.00
78.27
97.25
89.16
74.18
100.00
100.00
100.00
100.00
100.00
4.99
4.84
1.77
4.99
4.99
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
$ 249,700
1,440,549
24,985
42,887
54,251
920,261
133,981
59,624
295,722
94,545
15,676
565,925
47,385
4,019
3,355
16,749
7,506
4,019
11,571
8,777
2,885
2,489
5,740
5,739
7,629
7,333
$ (6,201 )
(56,560 )
(5,203 )
(24,210 )
(112,703 )
(294,651 )
(106,066 )
(119,755 )
(6,386 )
7,598
921
(69,410 )
4,129
(119,755 )
(112,703 )
(294,651 )
(106,066 )
(119,755 )
(36,820 )
1,663
(19,483 )
(3,126 )
(8,640 )
(5,667 )
(6,673 )
(3,105 )
$ (6,201 )

(56,560 )

(5,203 )

(24,210 )

(86,316 )

(283,090 )

(93,923 )

(87,144 )

Note 4
Note 4
Note 4

Note 4
Note 4

Note 4

Note 4

Note 4

Note 4

Note 4

Note 4
Note 4

Note 4

Note 4

Note 4

Note 4

Note 4

Note 4

Note 1: The foreign currency amount was converted into New Taiwan dollars at the historical exchange rate.

Note 2: The foreign currency amount was based on audited financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the exchange rate on December 31, 2013.

Note 3: The foreign currency amount was based on audited financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the average exchange rate for the year ended December 31, 2013.

Note 4: Under relevant regulations, no disclosure of investment gain (loss) is needed.

  • 70 -

TABLE 6

MACRONIX INTERNATIONAL CO., LTD.

INFORMATION ON INVESTMENT IN MAINLAND CHINA FOR THE YEARS ENDED DECEMBER 31, 2013 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Main Businesses and Products Main Businesses and Products Total Amount of
Paid-in Capital
(Note 1 and 4)
Method of
Investment
O
fo
Accumulated
utward Remittance
r Investment from
Taiwan as of
January 1, 2013
(Note 4)
Investme nt Flows Accumulated
Outward Remittance
for Investment from
Taiwan as of
December 31, 2013
(Note 4)
Net Income (Loss)
of the Investee
% Ownership for
Direct or Indirect
Investment
(Note 5)
Investment Gain
(Loss)
(Note 6)
Carrying Amount as
of December 31, 2013
(Note 7)
Accumulated Inward
Remittance of
Investment Income as
of
December 31, 2013
Outward
(Note 4)
Inward
Macronix Microelectronics
(Suzhou) Co., Ltd.
Infomax Communication
(Suzhou) Co., Ltd.
Modiotek (Suzhou) Co., Ltd.
Magic Pixel (Shen Zhen) Co.,
Ltd.
Maxtran Technology Co., Ltd.
Development of integrated circuit
system and software
Software, rendering and technical
service
Sales and technical support of mobile
audio platform and smart remote
controller
Sales and technical support of fabless
multimedia system on chip
Technical support of Combi-SIM IC
$ 296,160
82,415
53,231
34,282

23,435
(Note 2)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
$ 296,160
82,415
53,231
25,385
23,435
$ -
-
-
8,897
-
$ -
-
-
-
-
$ 296,160
82,415
53,231
34,282
23,435
$ 4,525
2,592
(3,125 )
(5,659 )
(3,105 )
100.00%
99.02%
84.16%
83.11%
94.15%
$ 4,525
2,567
(2,630 )
(4,703 )
(2,923 )
$ 328,700
7,958
1,912
4,559
6,495
$ -
-
-
-
-
Accumulated Investment in
December 3
Mainland China as of
1, 2013
Invest ment Amount Authoriz
**Commission, **
ed by the Investment
MOEA
Upper Limit on Investment
$ 5
(
15,186
Note 4)
$ 534
(No
,657
te 4)
$ 17,207,267

Note 1: The amount of paid in capital included prepaid investments.

Note 2: The Company invested in a company located in Mainland China indirectly through the existing company in the third country.

Note 3: The Company invested in a company located in Mainland China indirectly through the investing company in the third country.

Note 4: The foreign currency amount was converted into New Taiwan dollars at the historical exchange rate.

Note 5: The percentage of ownership is based on the total holding percentage owned by the Company and its subsidiaries.

Note 6: The foreign currency amount was based on audited financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the average exchange rate for the years ended December 31, 2013.

Note 7: The foreign currency amount was based on audited financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the exchange rate on December 31, 2013.

  • 71 -