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Macronix Interim / Quarterly Report 2013

Nov 13, 2013

52013_rns_2013-11-13_8c9cc42a-7ee5-47ce-b68b-b55e6d49ea88.pdf

Interim / Quarterly Report

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Macronix International Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Three Months Ended March 31, 2013 and 2012 and Independent Accountants’ Review Report

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

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

We have reviewed the accompanying consolidated balance sheets of Macronix International Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”) as of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012 and the related consolidated statements of comprehensive income, changes in equity and cash flows for the three months ended March 31, 2013 and 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to issue a report on these consolidated financial statements based on our reviews.

Except as stated in the following paragraph, we conducted our reviews in accordance with Statement of Auditing Standards No. 36, “Engagements to Review Financial Statements,” issued by the Auditing Committee of the Accounting Research and Development Foundation (ARDF) of the Republic of China. A review consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the Republic of China, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

As disclosed in Note 4 to the financial statements, we did not review the financial statements as of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012 and for the three months ended March 31, 2013 and 2012 of non-major subsidiaries. The carrying values of the assets of those non-major subsidiaries as of March 31, 2013 and 2012 amounted to NT$5,123,409 thousand and NT$5,063,346 thousand, representing 8.61% and 7.59% of the Group’s consolidated total assets as of March 31, 2013 and 2012, respectively. The carrying values of the liabilities of those non-major subsidiaries as of March 31, 2013 and 2012 amounted to NT$564,320 thousand and NT$547,867 thousand, representing 2.13% and 2.12% of the Group’s consolidated total liabilities as of March 31, 2013 and 2012, respectively. The total comprehensive loss of non-major subsidiaries for the three months ended March 31, 2013 and 2012 amounted to NT$203,371 thousand and NT$150,110 thousand, representing 10.12% and 15.93%, respectively of the Group’s total comprehensive loss for the three months then ended. These amounts as well as the related financial information of the investees as disclosed in Note 35 to the financial statements were based on the subsidiaries’ unreviewed financial statements for the same periods.

  • 1 -

Based on our reviews, except as discussed in the preceding paragraph that the carrying value of the subsidiaries as well as the related disclosures of the investment information were based on unreviewed financial statements of the subsidiaries, and except for the effects of such adjustment, if any, as might have been made had we applied review procedures on the consolidated financial statements of investees referred to in the preceding paragraph. We are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standard 1, “First-time Adoption of International Financial Reporting Standards,” and International Accounting Standard 34, “Interim Financial Reporting,” endorsed by the Financial Supervisory Commission of the Republic of China.

May 2, 2013

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, consolidated results of operations and consolidated 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 review such consolidated financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the independent accountant’s review report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent accountant’s review report and consolidated financial statements shall prevail.

  • 2 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

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

Financial assets at fair value through
profit or loss - current (Notes 4, 5
and 7)
Notes receivable and trade receivables,
net (Notes 4, 5 and 10)
Receivables from related parties, net
(Notes 4, 5, 10 and 31)
Other receivables (Notes 4 and 10)
Inventories (Notes 4 and 11)
Other financial assets - current
(Notes 15 and 32)
Other current assets (Notes 14 and 16)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through
profit or loss - non-current (Notes 4,
5 and 7)
Available-for-sale financial assets -
non-current (Notes 4 and 8)
Financial assets measured at cost -
non-current (Notes 4 and 9)
Property, plant and equipment (Notes 4,
5, 12 and 32)
Intangible assets (Notes 4, 5 and 13)
Deferred tax assets (Notes 4, 5 and 25)
Other financial assets - non-current
(Notes 15 and 32)
Other non-current assets (Notes 14 and 16)

Total non-current assets

TOTAL
March 31, 2013 December 31, 2012 March 31, 2012 January 1, 2012
Amount
%
LIABILITIES AND EQUITY
CURRENT LIABILITIES
$ 19,727,097
29
Short-term borrowings (Note 17)

Financial liabilities at fair value
through profit or loss - current

-
-
(Notes 4, 5 and 7)
Notes payable and trade payables (Note 18)

2,901,450
4
Payables to related parties (Note 31)
Other payables (Note 19)

918,063
1
Salary and bonus payable

121,198
-
Payable for purchase of equipment

6,468,003
10
Current tax liabilities (Notes 4, 5
and 25)

23,005
-
Provisions - current (Notes 4, 5 and 20)

475,483

1
Current portion of long-term borrowings
(Notes 17 and 32)

30,634,299
45
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES

39,357
-
Long-term borrowings (Notes 17 and 32)
Accrued pension cost (Notes 4 and 21)

879,392
2
Others


154,491
-
Total non-current liabilities


35,496,832
52
Total liabilities


148,475
-

553,198
1
EQUITY ATTRIBUTABLE TO OWNERS OF
THE COMPANY (Notes 4 and 22)

178,736
-
Ordinary shares

51,042

-
Capital surplus
Retained earnings

37,501,523
55
Legal reserve
Unappropriated earnings (accumulated
deficit)
Other equity
Treasury shares

Equity attributable to owners of the
Company
NON-CONTROLLING INTERESTS (Notes 4
and 22)

Total equity

$ 68,135,822
100
TOTAL
March 31, 2013 December 31, 2012 March 31, 2012 January 1, 2012





Amount
%
$ 17,035,644
29
-
-
2,825,023
5
265,741
-
142,790
-
7,536,659
13
6,999
-

774,299

1


28,587,155
48

-
-
926,544
2
89,260
-
28,339,320
48
396,004
1
914,079
1
183,763
-

66,853

-


30,915,823
52

$ 59,502,978
100


















Amount
%
$ 19,096,662
30

6,199
-

2,911,980
5

427,453
1

106,203
-

6,859,892
11

47,105
-

479,392

1


29,934,886
48


-
-

888,685
1

97,862
-

29,883,778
48

360,936
1

909,843
2

186,922
-

67,776

-


32,395,802
52

$ 62,330,688
100


















Amount
%
$ 18,973,510
28

-
-

2,628,946
4

520,590
1

151,042
-

7,337,817
11

22,914
-

652,656

1


30,287,475
45


-
-

1,084,361
2

134,058
-

34,111,469
51

307,566
1

547,550
1

178,226
-

46,751

-


36,409,981
55

$ 66,697,456
100





























Amount
%
$ 227,980
-
1,849
-
1,847,647
3
113,535
-
2,147,172
4
-
-
273,152
1
344,255
1
68,905
-
5,503,718
9

93,277

-


10,621,490
18

15,171,134
26
747,411
1

1,837

-


15,920,382
27


26,541,872
45

35,214,623
59
343,883
-
2,695,275
4
(5,597,687 ) (9 )
420,863
1

(159,061)

-

32,917,896
55

43,210

-


32,961,106
55

$ 59,502,978
100


























Amount
%
$ 88,406
-

-
-

1,834,141
3

136,005
-

2,632,380
4

-
-

394,986
1

339,661
1

81,635
-

5,233,718
8

99,347

-

10,840,279
17

15,799,897
26

717,793
1

1,694

-

16,519,384
27

27,359,663
44

35,214,623
56

343,869
-

2,695,275
4

(3,528,992 ) (5 )

346,196
1

(159,061)

-

34,911,910
56

59,115

-

34,971,025
56
$ 62,330,688
100









Amount
%
$ 125,465
-
-
-
1,853,825
3
87,128
-
1,804,780
3
530,775
1
542,236
1
343,175
-
74,287
-
1,979,718
3

110,979

-


7,452,368
11

17,712,852
27
640,227
1

3,999

-


18,357,078
28


25,809,446
39

33,921,967
51
342,766
-
2,407,003
4
3,691,310
5
567,272
1

(159,061)

-

40,771,257
61

116,753

-


40,888,010
61

$ 66,697,456
100


























Amount
%
$ 1,800,488
3

-
-

2,154,754
3

82,244
-

2,189,183
3

530,775
1

875,833
1

348,966
1

75,954
-

1,527,718
2

85,504

-

9,671,419
14

16,078,614
24

622,566
1

3,766

-

16,704,946
25

26,376,365
39

33,847,486
50

346,489
-

2,407,003
3

4,776,572
7

402,047
1

(159,061)

-

41,620,536
61

138,921

-

41,759,457
61
$ 68,135,822
100

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

(With Deloitte & Touche review report dated May 2, 2013)

  • 3 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)

NET OPERATING REVENUE (Notes 4, 5, 23 and 31)
OPERATING COSTS (Notes 11, 21, 24 and 31)
GROSS PROFIT (LOSS)
OPERATING EXPENSES (Notes 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 4, 24 and 30)
Other gains and losses (Notes 4 and 24)
Finance costs (Notes 4 and 24)
Total non-operating income and expenses
LOSS BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4, 5 and 25)
NET LOSS
OTHER COMPREHENSIVE INCOME
Exchange differences on translating foreign
operations (Note 22)
Unrealized gain on available-for-sale financial assets
(Note 22)
Other comprehensive income for the period, net
of income tax
TOTAL COMPREHENSIVE LOSS FOR THE
PERIOD
**Three Months Ended March 31 ** **Three Months Ended March 31 ** **Three Months Ended March 31 **
2013
Amount
%
$ 4,404,789
100

4,590,250
104

(185,461)
(4)
251,559
6
403,998
9

1,255,245
29

1,910,802
44
(2,096,263)
(48)
46,812
1
52,250
1

(87,171)
(2)

11,891

-
(2,084,372)
(48)

1,045

-
(2,085,417)
(48)
41,725
1

33,034

1

74,759

2
$ (2,010,658)
(46)
2012


























Amount
%
$ 5,143,476
100

4,388,306
85

755,170
15
279,115
5
388,477
8

1,053,345
21

1,720,937
34

(965,767)
(19)
47,461
1
(125,669)
(2)

(57,385)
(1)

(135,593)
(2)
(1,101,360)
(21)

6,251

-
(1,107,611)
(21)
(44,522)
(1)

209,672

4

165,150

3
$ (942,461)
(18)

(Continued)

  • 4 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)

NET LOSS ATTRIBUTABLE TO:
Owner of the Company
Non-controlling interests
TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE
TO:
Owner of the Company
Non-controlling interests
EARNINGS PER SHARE (Note 26)
Basic
Diluted
**Three Months Ended March 31 ** **Three Months Ended March 31 ** **Three Months Ended March 31 **
2013
Amount
%
$ (2,068,695)
(47)

(16,722)

-
$ (2,085,417)
(47)
$ (1,994,028)
(45)

(16,630)
(1)
$ (2,010,658)
(46)
$(0.59)
$(0.59)
2012










Amount
%
$ (1,085,262)
(21)

(22,349)
(1)
$ (1,107,611)
(22)
$ (920,037)
(18)

(22,424)

-
$ (942,461)
(18)
$(0.31)
$(0.31)

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated May 2, 2013) (Concluded)

  • 5 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)

(Reviewed, Not Audited)

BALANCE AT JANUARY 1, 2012
Net loss for the three months ended March 31, 2012
Other comprehensive income for the three months ended
March 31, 2012, net of income tax
Total comprehensive loss for the three months ended
March 31, 2012
Additional non-controlling interest arising on issue of employee
share options by subsidiaries
Issue of ordinary shares under employee share options
BALANCE AT MARCH 31, 2012
BALANCE AT JANUARY 1, 2013
Changes in capital surplus from investments in associates
accounted for by using equity method
Net loss for the three months ended March 31, 2013
Other comprehensive income for the three months ended
March 31, 2013, net of income tax
Total comprehensive loss for the three months ended
March 31, 2013
Additional non-controlling interest arising on issue of employee
share options by subsidiaries
Increase in non-controlling interests
BALANCE AT MARCH 31, 2013
Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Non-controlling
Total
Interests
$ 41,620,536
$ 138,921

(1,085,262)
(22,349)


165,225

(75)


(920,037)

(22,424)

-
256

70,758

-

$ 40,771,257
$ 116,753

$ 34,911,910
$ 59,115

14
(14)
(2,068,695)
(16,722)


74,667

92

(1,994,028)

(16,630)

-
230

-

509

$ 32,917,896
$ 43,210
Total Equity
$ 41,759,457
(1,107,611)

165,150

(942,461)
256

70,758
$ 40,888,010
$ 34,971,025
-
(2,085,417)

74,759
(2,010,658)
230

509
$ 32,961,106
Share Capital
Capital Surplus
$ 33,847,486
$ 346,489
-
-

-

-

-

-
-
-

74,481

(3,723)
$ 33,921,967
$ 342,766
$ 35,214,623
$ 343,869
-
14
-
-

-

-

-

-
-
-

-

-
$ 35,214,623
$ 343,883
Retained Earnings
Unappropriated
Earnings
(Accumulated
Legal Reserve
Deficit)
$ 2,407,003
$ 4,776,572
-
(1,085,262)

-

-

-
(1,085,262)
-
-

-

-
$ 2,407,003
$ 3,691,310
$ 2,695,275
$ (3,528,992)
-
-
-
(2,068,695)

-

-

-
(2,068,695)
-
-

-

-
$ 2,695,275
$ (5,597,687)
Other Equity
Exchange
Unrealized
Differences on
Gain from
Translating
Available-for-sale
Foreign
Financial
Operations
Assets
Treasury Shares
$ (30,048)
$ 432,095
$ (159,061)

-
-
-


(44,447)

209,672

-


(44,447)

209,672

-

-
-
-

-

-

-

$ (74,495)
$ 641,767
$ (159,061)

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

-
-
-
-
-
-


41,633

33,034

-


41,633

33,034

-

-
-
-

-

-

-

$ (61,152)
$ 482,015
$ (159,061)

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

(With Deloitte & Touche review report dated May 2, 2013)

  • 6 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax
Adjustments for:
Depreciation expense
Amortization expense
Impairment loss recognized on trade receivables
Finance costs
Compensation cost of employee share options
Interest income
Gain on disposal of property, plant and equipment
Gain on disposal of investments
Gain on foreign currency exchange
Changes in operating assets and liabilities
Increase in financial liability held for trading
Decrease in notes receivable and trade receivables
Decrease in receivables from related parties
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
Decrease in other payables
Decrease in provisions
Increase (decrease) in other current liabilities
Increase in accrued pension liabilities
Cash used in operations
Interest received
Interest paid
Income tax paid
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on sale of financial assets measured at cost
Proceeds from return of capital by financial assets measured at cost
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets
Decrease in other financial assets
Decrease in other non-current assets
Net cash used in investing activities
Three Months Ended March 31 Three Months Ended March 31





2013
$ (2,084,372)

1,919,702
55,816
5,206
87,171
230
(39,448)
(36)
-
(51,817)
8,048
139,318
160,010
(36,587)
(676,767)
(295,543)
14,287
(22,317)
(489,923)
(12,730)
(6,319)

29,618

(1,296,453)
40,294
(87,084)

(687)


(1,343,930)

-
8,775
(481,948)
62
(101)
59
(90,749)
40,106

1,028


(522,768)
2012
$ (1,101,360)
1,822,579
38,051
20,021
57,385
256
(41,530)
(5,474)
(1,182)
(61,682)
-
202,719
380,120
(29,844)
(869,814)
(175,665)
(279,200)
4,662
(378,361)
(1,667)
32,545

17,661
(369,780)
39,606
(64,307)

(6,394)

(400,875)
39,546
19,500
(793,859)
14,651
(85)
217
(210,520)
91

17,757

(912,702)
(Continued)
  • 7 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Proceeds from guarantee deposits received
Refund of guarantee deposits received
Increase in other non-current liabilities
Proceeds from exercise of employee stock options
Increase in non-controlling interests
Cash generated from (used in) financing activities
EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES
NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
PERIOD
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
Three Months Ended March 31 Three Months Ended March 31





2013
$ 145,835

(4,740)
-
(358,763)
100
-
43
-

509


(217,016)


22,696

(2,061,018)

19,096,662

$ 17,035,644
2012
$ 67,035
(1,640,708)
2,170,000
(83,762)
-
(83)
405
70,758

-

583,645

(23,655)
(753,587)

19,727,097
$ 18,973,510

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated May 2, 2013) (Concluded)

  • 8 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2013 AND 2012 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise) (Reviewed, Not Audited)

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 consolidated financial statements were reported to the Board of Directors and issued on May 2, 2013.

APPLICATION OF NEW AND REVISED STANDARDS, AMENDMENTS AND INTERPRETATIONS

The Company and its entire controlled subsidiaries (the “Group”) have not applied the following IFRSs that have been issued by the IASB.

New, Revised Standards, Amendments and Interpretations
Endorsed by the FSC but the
effective date have not yet
been determined by the FSC
Amendments to IFRSs
Improvements to IFRSs 2009 - Amendment to
IAS 39
IFRS 9 (2009)
Financial Instruments
Amendment to IAS 39
Embedded Derivatives
Not yet endorsed by the FSC
Amendments to IFRSs
Improvements to IFRSs 2010 - Amendment to
IAS 39
Amendments to IFRSs
Annual Improvements to IFRSs 2009-2011
Cycle
Amendments to IFRS 1
Limited Exemption from Comparative IFRS 7
Disclosures for First-time Adopters
Amendments to IFRS 1
Government Loans
Effective Date
Announced by IASB
(Note)
January 1, 2009 or
January 1, 2010
January 1, 2015
Effective in fiscal year
beginning on or after
June 30, 2009
July 1, 2010 or
January 1, 2011
January 1, 2013
July 1, 2010
January 1, 2013
(Continued)
  • 9 -

New, Revised Standards, Amendments and Interpretations

Effective Date Announced by IASB (Note)

Amendments to IFRS 1 Severe Hyperinflation and Removal of Fixed July 1, 2011 Dates for First-time Adopters Amendment to IFRS 7 Disclosures - Offsetting Financial Assets and January 1, 2013 Financial Liabilities Amendments to IFRS 9 and Mandatory Effective Date and Transition January 1, 2015 IFRS 7 Disclosure Amendment to IFRS 7 Disclosures - Transfers of Financial Assets July 1, 2011 Amendment to IFRS 9 Financial Instruments January 1, 2015 IFRS 10 Consolidated Financial Statements January 1, 2013 IFRS 11 Joint Arrangements January 1, 2013 IFRS 12 Disclosure of Interests in Other Entities January 1, 2013 Amendments to IFRS 10, Consolidated Financial Statements, Joint January 1, 2013 IFRS 11 and IFRS 12 Arrangements, and Disclosure of Interests in Other Entities: Transition Guidance Amendments to IFRS 10, Investment Entities January 1, 2014 IFRS 12 and IFRS 27 IFRS 13 Fair Value Measurement January 1, 2013 Amendment to IAS 1 Presentation of Items of Other Comprehensive July 1, 2012 Income Amendment to IAS 12 Deferred Tax: Recovery of Underlying January 1, 2012 Assets Amendment to IAS 19 Employee Benefits January 1, 2013 Amendment to IAS 27 Separate Financial Statements January 1, 2013 Amendment to IAS 28 Investments in Associates and Joint Ventures January 1, 2013 Amendment to IAS 32 Offsetting of Financial Assets and Financial January 1, 2014 Liabilities IFRIC 20 Stripping Costs in the Production Phase of A January 1, 2013 Surface Mine (Concluded)

Note: Unless otherwise noted, the above new and revised Standards, Amendments and Interpretations are effective for annual periods beginning on or after the respective effective dates.

Except for the following, the initial application of the above new and revised Standards, Amendments and Interpretations had not had any material impact on the Group’s accounting policies:

a. Initial application of IFRS 9, Financial Instruments

With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” to be subsequently measured at amortized cost or fair value. Specifically, financial assets that are held within a business model by the Company 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 balance sheet date.

As for financial liabilities, the main changes are with regard to the classification and measurement of financial liabilities designated as at fair value through profit or loss. IFRS 9 requires that the amount of change in the fair value of the financial liability, that is attributable to changes in the credit risk of that liability, is presented in other comprehensive income, unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability's credit risk are not subsequently reclassified to profit or loss.

  • 10 -

  • b. Amendments to IAS 1, “Presentation of Items of Other Comprehensive Income”

The amendments to IAS 1 introduce a new disclosure terminology for other comprehensive income, which require additional disclosures in other comprehensive income. The items of other comprehensive income will be grouped into two categories: (a) items that will not be reclassified subsequently to profit or loss; and (b) items that will be reclassified subsequently to profit or loss when specific conditions are met. In addition, income tax on items of other comprehensive income is also required to be allocated on the same basis. The Company expects the aforementioned amendments will change the Company’s presentation on the statement of comprehensive income.

c. Amendments to IAS 19, “Employee Benefits”

The amendments to IAS 19 change the accounting for defined benefit plans, which require the Company to recognize changes in defined benefit obligations or assets, to disclose the components of the defined benefit costs, to eliminate the corridor approach and to accelerate the recognition of past service cost. According to the amendments, all actuarial gains and losses will be recognized immediately through other comprehensive income; the past service cost, on the other hand, will be expensed immediately when it incurred and no longer amortized over the average period before vesting on a straight-line basis. In addition, the amendment also requires a broader disclosure of defined benefit plans.

Since the FSC has not announced the effective date of the above new and revised Standards, Amendments and Interpretations, it is not practicable to provide a reasonable estimate of the impact of the initial application of the Standards, Amendments and Interpretations on the financial position and results of the Group until a detailed review has been completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICY

On May 14, 2009, the FSC announced the “Framework for the Adoption of IFRSs by the Companies in the ROC.” In this framework, starting 2013, companies with shares listed on the Taiwan Stock Exchange or traded on the Taiwan GreTai Securities Market or Emerging Stock Market should prepare their consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, and the Interpretations approved by the FSC.

The consolidated financial statements of the Company and its entire controlled subsidiaries are the first IFRS interim financial statements for part of the period covered by its first IFRS financial statements, the consolidated financial statements for 2013. The date of transition to IFRSs was January 1, 2012. Refer to Note 37 for the impact of IFRS conversion on the consolidated financial statements.

a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, IFRS 1 “First-time Adoption of International Financial Reporting Standards” and IAS 34 “Interim Financial Reporting” as endorsed by the FSC. Disclosure information included in interim financial reports is less than disclosures required in a full set of annual financial reports.

b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for certain properties and financial instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

  • 11 -

The opening consolidated balance sheets as of the date of transition to IFRSs was prepared in accordance with IFRS 1 “First-time Adoption of International Financial Reporting Standards”. The applicable IFRSs have been applied retrospectively by the Group except for some aspects where other IFRSs prohibit retrospective application and specified areas where IFRS 1 grants limited exemptions from the requirements of other IFRSs. For the exemptions that the Group elected, refer to Note 37. The significant accounting policies are set out as below.

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

Current assets include cash and cash equivalents and those assets held primarily for trading purposes or to be realized within twelve months after the reporting period, unless the asset is to be used for an exchange or to settle a liability, or otherwise remains restricted, at more than twelve months after the reporting period. Property, plant and equipment, intangible assets, other than assets classified as current are classified as non-current. Current liabilities are obligations incurred for trading purposes or to be settled within twelve months after the reporting period and liabilities that do not have an unconditional right to defer settlement for at least twelve months after the reporting period, even if an agreement to refinance, or to reschedule payments on a long-term basis is completed after the reporting period and before the financial statements are authorized for issue. Liabilities that are not classified as current are classified as non-current.

  • d. Basis of consolidation

  • 1) Principles for preparing consolidated financial statements

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e. its subsidiaries). Control is achieved when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.

All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.

Non-controlling interests shall be presented in the consolidated balance sheets within equity, separately from the equity of the owners of the Company.

- Attribution of total comprehensive income to non controlling interests

Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in existing subsidiaries

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

  • 12 -

  • 2) Subsidiary included in consolidated financial statements:

As of March 31, 2013, the Company has direct and indirect majority ownership in the following subsidiaries: Run Hong Investment, Ltd. (“Run Hong”), Hui Ying Investment, Ltd. (“Hui Ying”), Magic Pixel Inc. (“MPI”), Mxtran Inc. (“Mxtran”), Infomax Communication Co., Ltd. (“INFOMAX”), MoDioTek Co., Ltd. (“MoDioTek”), Macronix America Inc. (“MXA”), Macronix (BVI) Co., Ltd. (“MXBVI”), Magic Pixel Inc. (“MPI Samoa”), Magic Pixel Holding Company Limited (“MPI HK”), Magic Pixel (Shen Zhen) Co., Ltd. (“MPI SZ”), Mxtran Holding (Samoa) Co., Ltd. (“Mxtran Samoa”), Mxtran (H.K.) Holding Co., Limited (“Mxtran HK”), Maxtran Technology Co., Ltd. (“Maxtran Beijing”), Infomax Holding Co., Ltd. (“Infomax Samoa”), Infomax Holding Company Limited (“Infomax HK”), Infomax Communication (Suzhou) Co., Ltd. (“Infomax SU”), Mosatek Co., Ltd. (“Mosatek Samoa”), Mosatek (HK) Company Limited (“Mosatek HK”), Modiotek (Suzhou) Co., Ltd. (“Modiotek SU”), New Trend Technology Inc. (“NTTI”), Macronix (Asia) Limited (“MX Asia”), Macronix Pte. Ltd. (“MPL”), Macronix Europe NV. (“MXE”), Macronix (Hong Kong) Co., Ltd. (“MXHK”) and Macronix Microelectronics (Suzhou) Co., Ltd. (“MXm”).

The consolidated entities as of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012 were as follows, except that the entities which were not subject to Article 2-1 of the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants were not reviewed:

Investor
Investee
Main Business
The Company
MXB
Sales and marketing
The Company
Run Hong
Investment company
The Company
Hui Ying
Investment company
The Company and Run
Hong
MPI
Fabless multimedia
system on chip
The Company and Run
Hong
Mxtran
Combi-SIM IC and the
related service
The Company and Run
Hong
INFOMAX
Baseband chip, analog
baseband chip, and
power management
chip
The Company, Run
Hong and Hui Ying
MoDioTek
Mobile audio platform
and smart remote
controller
The Company and Run
Hong
MaxRise
IC design, research,
development, design,
manufacturing and
sales of digital TV
receivable chips
The Company
MXA
Sales and marketing
The Company
MXBVI
Investment company
MPI
MPI Samoa
Investment company
MPI Samoa
MPI HK
Investment company
MPI HK
MPI SZ
Sales and technical
support of fabless
multimedia system
on chip
Mxtran
Mxtran Samoa
Investment company
Mxtran Samoa
Mxtran HK
Investment company
Mxtran HK
Maxtran Beijing
Technical support of
Combi-SIM IC
INFOMAX
Infomax Samoa
Investment company
Infomax Samoa
Infomax HK
Investment company
Infomax HK
Infomax SU
Software, rendering and
technical service
MoDioTek
Mosatek Samoa
Investment company
Mosatek Samoa
Mosatek HK
Investment company
Mosatek HK
Modiotek SU
Sales and technical
support of mobile
audio platform and
smart remote
controller
MXBVI
NTTI
IC design
MXBVI
MX Asia
Investment company
MXBVI
MPL
After-sales service
% of Ownership
March 31,
2013
December 31,
2012
March 31,
2012
January 1,
2012
Remark
-
-
50.00
50.00
Note 1
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
77.38
77.38
77.38
77.38
-
93.14
93.14
93.14
93.14
-
97.34
97.34
97.68
97.68
-
80.86
80.86
80.86
80.86
-
-
-
84.69
84.69
Note 2
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
(Continued)
  • 13 -
Investor
Investee
Main Business
MXBVI
MXE
After-sales service
MXBVI
MXHK
Sales and marketing
MXHK
MXm
Development of
integrated circuit
system and software
% of Ownership
March 31,
2013
December 31,
2012
March 31,
2012
January 1,
2012
Remark
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
-

(Concluded)

Note 1: MXB was in the process of liquidation in 2011 and completed the liquidation in 2012.

Note 2: MaxRise merged with INFOMAX through share swap in December 2012, and INFOMAX continues to exist. MaxRise’s revenues and expenses before the merger were included in the consolidated financial statements of 2012.

e. Business combinations

The Group does not apply IFRS 3 “Business Combination” to account for business combinations involving entities under common control. The consolidated financial statements were prepared on the basis of the acquiree's carrying amount less identified losses.

f. Foreign currencies

The functional currency of the Company is New Taiwan dollars. In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. Functional currency is the currency of the primary economic environment in which the entity operates. 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 in terms of historical cost in a foreign currency are not retranslated.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations 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 period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising are recognized in other comprehensive income and accumulated in equity attributed to the owners of the Company and non-controlling interests as appropriate.

g. Cash equivalents

Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

h. Inventories

Inventories consist of raw materials, supplies, finished goods 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 at the balance sheet date.

  • 14 -

  • i. Property, plant, and equipment

Property, plant and equipment are tangible items that are held for use in the production or supply of goods and are expected to be used during more than one period. Property, plant and equipment are stated at cost, less subsequent accumulated depreciation and subsequent accumulated impairment loss when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Freehold land is not depreciated.

Depreciation is recognized so as to write off the cost of assets less their residual values over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. 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.

  • j. 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. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life, residual value, and amortization method are reviewed at the end of each year, with the effect of any changes in estimate being accounted for on a prospective basis which is in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”.

  • 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

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. 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.

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

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to the individual cash-generating units; otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

  • 15 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

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 is reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

  • l. Financial instruments

Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.

Financial instruments are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial instruments other than financial instruments at fair value through profit or loss are added to or deducted from the fair value of the financial instruments, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial instruments 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 specified 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 Group 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.

  • 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 Group 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.

  • 16 -

  • 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 Group’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.

  • b) 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 Group’s right to receive the dividends is established.

Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and are recognized in a separate line item as financial assets carried at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between carrying amount and fair value is recognized in profit or loss or other comprehensive income on financial assets.

  • c) 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 cash and cash equivalent, trade receivables, other receivables and long-term receivables) are measured at amortized cost using the effective interest method, less any impairment. Interest income is recognized by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial.

  • 17 -

  • 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 certain categories of financial assets, such as trade receivables and other receivables, assets are assessed for impairment on a collective basis even if they were assessed as not impaired individually.

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 period. 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 and accumulated under the heading of investments revaluation reserve. For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables and other receivables, where the carrying amount is reduced through the use of an allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss. When a trade receivable and other 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 Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

  • 18 -

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income 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, less any impairment.

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 Group 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 incorporates any interest paid on the financial liability and is not included in the other gains and losses line item. Fair value is determined in the manner described in Note 30.

  • 2) Derecognition of financial liabilities

The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

Derivative financial instruments

The Group enters into foreign exchange forward contracts to manage its exposure to foreign exchange rate risks.

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. 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.

  • m. Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

  • 19 -

n. 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 Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

  • b) The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

  • c) The amount of revenue can be measured reliably;

  • d) It is probable that the economic benefits associated with the transaction will flow to the Group; and

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

The Group does not recognize sales revenue on materials delivered to subcontractors because this delivery does not involve a transfer of risks and rewards of materials ownership.

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.

  • 3) Royalties

Royalty revenue is recognized on an accrual basis in accordance with the substance of the relevant agreement provided that it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Royalty arrangements that are based on production, sales and other measures are recognized by reference to the underlying arrangement.

  • 4) Dividend and interest income

Dividend income from investments is recognized when the shareholder’s right to receive payment has been established provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably.

Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

  • 20 -

o. Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

1) The Group as lessor

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

  • 2) The Group as lessee

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

  • p. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred other than stated above.

  • q. 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, with actuarial valuations being carried out at the end of each reporting period. Actuarial gains and losses that exceed 10% of the greater of the present value of the Group'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.

The retirement benefit obligation recognized in the consolidated 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 past service cost and actuarial losses, plus the present value of available refunds and reductions in future contributions to the plan.

Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-time events.

  • r. 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.

  • 21 -

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 Group'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 grant date when the share options granted vest immediately.

At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the capital surplus - employee share options.

The above accounting policy only applies to the equity instruments granted after November 7, 2002 and also vested after January 1, 2012. For the other rest equity instruments, equity-settled share-based payments are not recognized as an expense.

  • s. Treasury stock

The Company’s stock held by subsidiaries is treated as treasury stock and reclassified from investments accounted for using equity method into treasury stock. The gains on disposal of treasury stock held by subsidiaries and cash dividends received by subsidiaries from the Company deducted are from the Company’s investment gains and adjusted under capital surplus - treasury stock transactions.

  • t. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

Interim period income taxes are assessed on an annual basis. Interim period income tax expense is calculated by applying to an interim period's pre-tax income the tax rate that would be applicable to expected total annual earnings.

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 consolidated 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.

  • 22 -

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period 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 Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred tax for the period

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.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, which are described in note 4, 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 to be 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 period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

a. Revenue recognition

The Group recognizes revenue when the conditions described in Note 4 are satisfied. The Group also records a provision for estimated future returns and other allowances in the same period 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 Group periodically reviews the adequacy of the percentage used.

  • 23 -

As of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, the Group recognized provisions for estimated sales returns and other allowances of NT$5,834 thousand, NT$11,062 thousand, NT$14,587 thousand and NT$11,987 thousand, respectively.

b. Estimated impairment of notes receivable and trade receivables

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

As of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, the carrying amount of notes receivable and trade receivables (including receivables from related parties) was NT$3,090,764 thousand, NT$3,339,433 thousand, NT$3,149,536 thousand and NT$3,819,513 thousand, respectively (after deducting allowance of NT$0 thousand, NT$18thousand, NT$20,039 thousand and NT$18 thousand, respectively).

  • c. Impairment of tangible and intangible assets

In the process of evaluating the potential impairment of tangible and intangible assets, the Group 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 periods.

For the three months ended March 31, 2013 and 2012, the Group did not have impairment loss.

d. Income taxes

As of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, the carrying amount of the deferred tax assets in relation to unused tax losses was NT$4,771,419 thousand, NT$4,435,207 thousand, NT$4,226,423 thousand and NT$4,075,921 thousand, respectively. As of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, no deferred tax asset has been recognized on the tax loss of NT$3,857,340 thousand, NT$3,525,364 thousand, NT$3,678,873 thousand and NT$3,522,723 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 the future. 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 reversal takes place.

Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which those deferred tax assets can be utilized. Assessment of the realization of the deferred tax assets requires the Group’s subjective judgment and estimate, including the future revenue growth and profitability, tax holidays, the amount of tax credits that can be utilized and feasible tax planning strategies. Any changes in the global economic environment, the industry trends and relevant laws and regulations could result in significant adjustments to the deferred tax assets.

As of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, the deferred tax assets were NT$914,079 thousand, NT$909,843 thousand, NT$547,550 thousand and NT$553,198 thousand, respectively.

  • 24 -

  • e. Fair value of derivatives and other financial instruments

As described in note 30, the Group’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. Other financial instruments were valued using a discounted cash flow analysis that includes assumptions based on quoted market prices or rates (if available).

f. Useful lives of property, plant and equipment

As described in note 4 above, the Group reviews the estimated useful lives of property, plant and equipment at each year.

6. CASH AND CASH EQUIVALENTS

Cash on hand

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

March 31,
2013
$ 495

2,273,302
14,761,847

-

$ 17,035,644
December 31,
2012
$ 610

1,292,609
17,803,443

-

$ 19,096,662
March 31,
2012
$ 734

2,019,409
16,903,246

50,121

$ 18,973,510
January 1,
2012
$ 863
3,201,151
16,275,083

250,000
$ 19,727,097

The market rate intervals of cash in bank and repurchase agreement collateralized by bonds at the end of the reporting period were as follows:

March 31, December 31, March 31, January 1,
2013 2012 2012 2012
Bank balance 0.00%-2.85% 0.00%-2.85% 0.00%-3.50% 0.00%-3.50%
Repurchase agreement
collateralized by bonds - - 0.89% 0.75%-0.89%

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

March 31, March 31, December 31, December 31, March 31, March 31, January 1,
2013 2012 2012 2012
Financial assets held for trading
Derivative financial assets (not
under hedge accounting)
Foreign exchange forward
contracts (a) $
-
$
6,199
$
-
$ -
(Continued)
  • 25 -
March 31, March 31, December December 31, March 31, March 31, January January 1,
2013 2012 2012 2012
Financial assets designated as at
FVTPL
Foreign publicly-traded convertible
bonds (b)
$
-
$ - $
-
$ 39,357
Financial assets at FVTPL
$
-
$
6,199
$
-
$ 39,357
Current
$
-
$
6,199
$
-
$ -
Non-current
- - - 39,357
$
-
$
6,199
$
-
$ 39,357
Financial liabilities held for trading
Derivative financial liabilities (not
under hedge accounting)
Foreign exchange forward
contracts (a)
$
1,849
$ - $
-
$ -
Current
$
1,849
$ - $
-
$ -
(Concluded)
  • 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)
March 31, 2013
Sell USD/NTD 2013.04 USD10,000/NTD296,869
December 31, 2012
Sell JPY/NTD 2013.01 JPY400,000/NTD141,800
Sell USD/NTD 2013.01 USD10,000/NTD290,456

The Group entered into foreign exchange forward contracts during the three months ended March 31, 2013 and 2012 to manage exposures due 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.

  • b. The foreign publicly-traded convertible bonds with annual rate of 5% were matured and the amounts of principal and interest were received on January 12, 2012.

  • 26 -

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

March 31,
2013
December 31,
2012
Domestic investments
Emerging market shares
$ 771,287
$ 725,526

Foreign investments
Quoted shares

155,257

163,159

Available-for-sale financial assets
$ 926,544
$ 888,685

Non-current
$ 926,544
$ 888,685

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

Overseas unlisted common shares

6,562

6,389

$ 89,260
$ 97,862

Non-current
$ 89,260
$ 97,862
March 31,
2012
$ 821,603


262,758

$1,084,361

$1,084,361

March 31,
2012
$ 98,056


36,002

$ 134,058

$ 134,058
January 1,
2012
$ 678,663

200,729
$ 879,392
$ 879,392
January 1,
2012
$ 117,556

36,935
$ 154,491
$ 154,491

9. FINANCIAL ASSETS MEASURED AT COST

Management believed that the fair value of the above unlisted equity investments held by the Group 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

a. Trade Receivables

Notes receivable
Notes receivable - operating

Trade receivables
Trade receivables
Less: Allowance for
impairment loss


March 31,
2013
December 31,
2012
$ 346
$ 1,077

2,824,677
$2,910,921

-

18


2,824,677

2,910,903

$ 2,825,023
$ 2,911,980
March 31,
2012
$ 7,547

2,641,438

20,039


2,621,399

$ 2,628,946
January 1,
2012
$ 6,486
2,894,982

18

2,894,964
$ 2,901,450
(Continued)
  • 27 -
Other receivables
Tax receivable

Others

March 31,
2013
December 31,
2012
$ 114,018
$ 89,485

28,772

16,718

$ 142,790
$ 106,203
March 31,
2012
$ 126,430

24,612

$ 151,042
January 1,
2012
$ 94,744
26,454
$ 121,198
(Concluded)

The average credit period for sales of goods was 60 days. In determining the recoverability of a trade receivable, the Group 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 Group uses an internal credit scoring system to assess the potential customer’s credit quality and defines credit limits by customer. Limits attributed to customers are reviewed twice a year. As of March 31, 2013, 96% of the trade receivables that were neither past due nor impaired had the better credit scoring attributable under the internal credit scoring system used by the Group.

Of the trade receivables balance at the end of the period, NT$583,286 thousand, NT$700,044 thousand, NT$334,976 thousand and NT$453,838 thousand as of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, respectively, was due from Group A, the Group’s main customer (see Note 30). There were no other customers who represent more than 10% of the total balance of trade receivables.

Of the trade receivables balance (see aging analysis below) that are past due at the end of the reporting period, the Group had not recognized an allowance for impaired notes receivable and trade receivables for NT$231,054 thousand, NT $226,243 thousand, NT$19,897 thousand and NT$44,161 thousand as of March 31, 2013, December 31, 2012, March 31, 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:

Neither past due nor impaired

Past due but not impaired
Less than 30days
31-60days
61-90days
91-120days
Over 120days

March 31,
2013
December 31,
2012
$ 2,593,623
$ 2,684,660

88,918
106,016
39,397
38,162
44,142
27,048
21,633
38,966

36,964

16,051

$ 2,824,677
$ 2,910,903
March 31,
2012
$ 2,601,502

14,497
5,400
-
-

-

$ 2,621,399
January 1,
2012
$ 2,850,803
39,394
4,767
-
-

-
$ 2,894,964

Above analysis was based on the past due date.

  • 28 -

Movements in the allowance for impairment loss recognized on trade receivables were as follows:

Balance at January 1

Add: Impairment losses recognized on receivables
Less: Impairment losses reversed

Balance at March 31
2013
$ 18

-

18

$ -
2012
$ 18
20,021

-
$ 20,039

As of March 31, 2013, collaterals held by the Group for trade receivables were checks of NT$1,970 thousand, letters of credit of NT$39,189 thousand, certificate of deposits of NT$107,750 and bank guarantee of NT$198,750 thousand.

b. Notes Receivable

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

11. INVENTORIES

INVENTORIES
Finished goods

Work in progress
Raw materials

March 31,
2013
$ 1,122,047

6,043,275

371,337

$ 7,536,659
December 31,
2012
$ 1,004,290

5,511,200

344,402

$ 6,859,892
March 31,
2012
$ 964,264

5,920,121

453,432

$ 7,337,817
January 1,
2012
$ 1,045,265
5,002,956

419,782
$ 6,468,003

The cost of inventories recognized as cost of goods sold for the three months ended March 31, 2013 and 2012 was NT$4,590,250 thousand and NT$4,388,306 thousand, respectively. The cost of inventories recognized as an expense includes NT$358,071 thousand and NT$152,226 thousand for the three months ended March 31, 2013 and 2012, respectively, in respect of write-downs of inventory to net realizable value, and had been reduced by NT$0 thousand and NT$805 thousand for the three months ended March 31, 2013 and 2012, respectively, in respect of the reversal of such write-downs. Previous write-downs were reversed as a result of increased sales prices in certain markets.

12. PROPERTY, PLANT AND EQUIPMENT

March 31, December 31, December 31, March 31, January 1,
2013 2012 2012 2012
Carrying amount of each class
Freehold land $
883,889
$ 876,366 $
880,870
$
888,201
Buildings 6,544,752 6,701,794 7,256,193 7,430,004
Machinery equipment 15,495,878 16,592,121 19,647,655 19,833,527
Research and development
equipment 3,997,038 4,041,246 4,229,119 1,054,589
(Continued)
  • 29 -
Transportation equipment

Leasehold improvements
Miscellaneous equipment
Advance payments and
construction in progress

March 31,
2013
$ 14,560

22,657
142,432

1,238,114

$ 28,339,320
December 31,
2012
$ 15,557

23,236
158,981

1,474,477

$ 29,883,778
March 31,
2012
$ 9,869

4,155
165,144

1,918,464

$ 34,111,469
January 1,
2012
$ 8,691
4,844
179,426

6,097,550
$ 35,496,832
(Concluded)
Cost
Balance at January 1, 2012
Additions
Disposals
Effect of foreign currency exchange
differences
Reclassification
Balance at March 31, 2012
Balance at January 1, 2013
Additions
Disposals
Effect of foreign currency exchange
differences
Reclassification
Balance at March 31, 2013
Accumulated depreciation
and impairment
Balance at January 1, 2012
Disposals
Depreciation expense
Effect of foreign currency exchange
differences
Reclassification
Balance at March 31, 2012
Balance at January 1, 2013
Disposals
Depreciation expense
Effect of foreign currency exchange
differences
Reclassification
Balance at March 31, 2013
Freehold Land
$ 1,264,367
-
-
(16,836 )
-
$ 1,247,531
$ 1,237,187
-
-
17,276
-
$ 1,254,463
$ (376,166 )
-
-
9,505
-
$ (366,661)
$ (360,821 )
-
-
(9,753 )
-
$ (370,574)
Buildings
$ 21,717,424
131,670
-
(5,765 )
-
$ 21,843,329
$ 22,209,968
148,876
-
6,801
-
$ 22,365,645
$ (14,287,420 )
-
(300,033 )
317
-
$ (14,587,136)
$ (15,508,174 )
-
(312,127 )
(592 )
-
$ (15,820,893)
Machinery
Equipment
$ 75,224,281
1,293,362
(70,532 )
-
(89,018)
$ 76,358,093
$ 76,913,234
260,252
(26,178 )
-
837
$ 77,148,145
$ (55,390,754 )
61,620
(1,378,051 )
-
(3,253)
$ (56,710,438)
$ (60,321,113 )
26,178
(1,356,495 )
-
(837)
$ (61,652,267)
Research and
Development
Equipment

$ 2,381,513
3,201,339
(18,747 )
(486 )
89,018
$ 5,652,637
$ 6,037,523
179,970
(6,258 )
439
(837)
$ 6,210,837
$ (1,326,924 )
18,747
(118,801 )
207
3,253
$ (1,423,518)
$ (1,996,277 )
6,239
(224,248 )
(350 )
837
$ (2,213,799)
Transportation
Equipment
$ 28,192
2,100
(2,657 )
(52 )
-
$ 27,583
$ 32,155
-
-
45
-
$ 32,200
$ (19,501 )
2,451
(712 )
48
-
$ (17,714)
$ (16,598 )
-
(1,002 )
(40 )
-
$ (17,640)
Leasehold
Improvements
$ 26,553
-
-
(998 )
-
$ 25,555
$ 44,894
253
-
442
-
$ 45,589
$ (21,709 )
-
(475 )
784
-
$ (21,400)
$ (21,658 )
-
(1,307 )
33
-
$ (22,932)
Miscellaneous
Equipment

$ 1,096,751
10,876
(1,545 )
(1,909 )
(42)
$ 1,104,131
$ 1,142,967
7,408
(3,229 )
1,692
-
$ 1,148,838
$ (917,325 )
1,486
(24,507 )
1,357
2
$ (938,987)
$ (983,986 )
3,222
(24,523 )
(1,119 )
-
$ (1,006,406)
Advance
Payments and
Construction in
Progress
$ 6,097,550
(4,179,086 )
-
-
-
$ 1,918,464
$ 1,474,477
(236,645 )
-
282
-
$ 1,238,114
$ -
-
-
-
-
$ -
$ -
-
-
-
-
$ -
Total
$ 107,836,631
460,261
(93,481 )
(26,046 )
(42)

$ 108,177,323

$ 109,092,405
360,114
(35,665 )
26,977
-
$ 109,443,831

$ (72,339,799 )
84,304
(1,822,579 )
12,218
2
$ (74,065,854)

$ (79,208,627 )
35,639
(1,919,702 )
(11,821 )
-
$ (81,104,511)

Impairment assessment was performed in the three months ended March 31, 2013, but no impairment was recognized. No impairment assessment was performed in the three months ended March 31, 2012 as there was no indication of impairment.

The carrying amount of the freehold land in U.S.A. which is unutilized by the Group as of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012 was US$9,583 thousand.

The above items of property, plant and equipment were depreciated on a straight-line basis at the following rates per annum:


rates per annum:
Buildings 5-40 years
Machinery equipment 5-6 years
Research and development equipment 1-6 years
Transportation equipment 3-6 years
Leasehold improvements 3-16 years
Miscellaneous equipment 1-16 years

The major component parts of the buildings held by the Group included plants, electro-powering machinery, factory equipment and landscape construction which were depreciated over their estimated useful lives of 20-40 years, 11-20 years, 6 years and 20 years, respectively.

  • 30 -

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

13. INTANGIBLE ASSETS

Carrying amount of each class
Software

Licenses
Mask
Others


Cost
Balance at January 1, 2012

Additions
Reclassification
Effect of foreign currency exchange
differences

Balance at March 31, 2012

Balance at January 1, 2013

Additions
Disposals
Effect of foreign currency exchange
differences

Balance at March 31, 2013

Accumulated amortization
Balance at January 1, 2012

Amortization expense
Reclassification
Effect of foreign currency exchange
differences

Balance at March 31, 2012

Balance at January 1, 2013

Amortization expense
Disposals
Effect of foreign currency exchange
differences

Balance at March 31, 2013
March 31,
2013
$ 366,604
21,211
4,038

4,151
$ 396,004
Software
$ 163,865

193,677
27

(251)

$ 357,318

$ 480,358

87,831
(11,832)

375

$ 556,732

$ (87,174)

(22,323)
(2)

200

$ (109,299)

$ (157,305)

(44,415)
11,832

(240)

$ (190,128)
December 31,
2012
March 31,
2012
$ 323,053
$ 248,019

26,288
43,168
9,643
14,922

1,952

1,457

$ 360,936
$ 307,566

Licenses
Mask
Others
$ 220,451
$ 161,324
$ 23,166
16,600
-
243
(13,406)
-
-

-

-

55
$ 223,645
$ 161,324
$ 23,464
$ 58,339
$ 22,633
$ 9,185
-
80
2,838
(4,743)
-
(6,853)

-

-

-
$ 53,596
$ 22,713
$ 5,170
$ (172,129)
$ (139,569)
$ (21,460)
(8,348)
(6,833)
(547)
-
-
-

-

-

-
$ (180,477)
$ (146,402)
$ (22,007)
$ (32,051)
$ (12,990)
$ (7,233)
(5,076)
(5,685)
(640)
4,742
-
6,854

-

-

-
$ (32,385)
$ (18,675)
$ (1,019)
January 1,
2012
$ 76,691
48,322
21,755

1,707
$ 148,475
Total
$ 568,806
210,520
(13,379)

(196)
$ 765,751
$ 570,515
90,749
(23,428)

375
$ 638,211
$ (420,332)
(38,051)
(2)

200
$ (458,185)
$ (209,579)
(55,816)
23,428

(240)
$ (242,207)
$












The above items of other intangible assets were amortized on a straight-line basis at the following rates per annum:

Software 1-6 years Licenses 1-3 years Mask 1-3 years Others 1-3 years

  • 31 -

14. PREPAYMENTS FOR LEASE

PREPAYMENTS FOR LEASE
March 31, December 31, March 31, January 1,
2013 2012 2012 2012
Current asset (included in other
current assets) $
538
$
523
$
530
$
543
Non-current asset (included in
other non-current assets) 23,012 22,477 23,207 23,920
$ 23,550 $ 23,000 $ 23,737 $ 24,463

As of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, prepaid lease payments include land use rights with carrying amounts of NT$23,550 thousand, NT$23,000 thousand, NT$23,737 thousand and NT$24,463 thousand, respectively, which are located in Mainland China. The Group has obtained the land use right certificates.

15. OTHER FINANCIAL ASSETS

Restricted time deposits

Refundable deposits
Long-term receivables


Current

Non-current

March 31,
2013
December 31,
2012
$ 171,176
$ 211,282

12,563
12,667

7,023

10,078

$ 190,762
$ 234,027

$ 6,999
$ 47,105


183,763

186,922

$ 190,762
$ 234,027
March 31,
2012
$ 187,091

14,049

-

$ 201,140

$ 22,914


178,226

$ 201,140
January 1,
2012
$ 187,182
14,559

-
$ 201,741
$ 23,005

178,736
$ 201,741

16. OTHER ASSETS

Supplies

Prepayments
Prepayments for lease
Offset against business tax payable
Others


Current

Non-current

March 31,
2013
December 31,
2012
$ 298,911
$ 308,755

451,640
147,957
23,550
23,000
21,286
20,085

45,765

47,371

$ 841,152
$ 547,168

$ 774,299
$ 479,392


66,853

67,776

$ 841,152
$ 547,168
March 31,
2012
$ 328,049

304,564
23,737
17,728

25,329

$ 699,407

$ 652,656


46,751

$ 699,407
January 1,
2012
$ 326,961
135,140
24,463
17,043

22,918
$ 526,525
$ 475,483

51,042
$ 526,525

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.

  • 32 -

17. BORROWINGS

a. Short-term borrowings

Unsecured borrowings
Letter of credit loan
March 31,
2013
December 31,
2012
$ 227,980
$ 88,406
March 31,
2012
$ 125,465
January 1,
2012
$ 1,800,488

The weighted-average effective interest rate on the letter of credit loans was 0.81%-1.06% per annum (March 31, 2012: 1.22%-1.60% per annum).

  • b. Long-term borrowings
March 31,
2013
Secured borrowings
Bank loans
$ 14,349,852

Unsecured borrowings
Bank loans

6,325,000


20,674,852

Less: Current portion

5,503,718

Long-term borrowings:
Non-current
$ 15,171,134

Maturity Date
I
Floating rate borrowings
Secured syndicated loan
denominated in NT$ 2015.12.16
Repayable NT$1,571,000 thousand
semi-annually from December
2012 to June 2015, and pay off
NT$6,284,000 thousand in
December 2015.
1
Un-secured syndicated loan
denominated in NT$ 2015.12.16
-
1
Un-secured bank borrowing
denominated in NT$ 2014.09.26
Repayable NT$200,000 thousand
quarterly from March 2013 to
June 2014, and pay off
NT$1,000,000 thousand in
September 2014
1
Un-secured bank borrowing
denominated in NT$ 2014.11.14
Repayable NT$100,000 thousand
quarterly from February 2014 to
August 2014, and pay off
NT$700,000 thousand in
November 2014.
Un-secured bank borrowing
denominated in NT$ 2013.09.26
-
Un-secured bank borrowing
denominated in NT$ 2014.09.26
Repayable NT$10,000 thousand
quarterly from September 2013
to September 2014.
1
Un-secured bank borrowing
denominated in NT$ 2014.09.16
Repayable NT$75,000 thousand
quarterly from March 2013 to
June 2014, and pay off
NT$50,000 thousand in
September 2014.
Un-secured bank borrowing
denominated in NT$ 2015.03.26
Repayable NT$50,000 thousand
quarterly from June 2013 to
March 2015.
Secured bank borrowing
denominated in NT$ 2016.04.16
Repayable NT$5,699 thousand
monthly from May 2003 to
April 2016
1
Un-secured bank borrowing
denominated in NT$ 2014.09.26
Repayable NT$66,667 thousand
semi-annually from March 2012
to September 2014
1
December 31,
2012
$ 14,366,948


6,666,667


21,033,615


5,233,718

$ 15,799,897

Effective
nterest Rate
March 31,
2013
.30%-1.58%
$ 14,139,000
.35%-1.58%
1,500,000
.80%-1.85%
1,400,000
1.69%
1,000,000
1.84%
800,000
.88%-2.08%
600,000
1.65%
425,000
1.62%
400,000
.84%-2.12%
210,852
.80%-1.85%
200,000

$ 20,674,852
December 31,
2012
$ 14,366,948


6,666,667


21,033,615


5,233,718

$ 15,799,897

Effective
nterest Rate
March 31,
2013
.30%-1.58%
$ 14,139,000
.35%-1.58%
1,500,000
.80%-1.85%
1,400,000
1.69%
1,000,000
1.84%
800,000
.88%-2.08%
600,000
1.65%
425,000
1.62%
400,000
.84%-2.12%
210,852
.80%-1.85%
200,000

$ 20,674,852
March 31,
2012
$ 15,309,237


4,383,333


19,692,570


1,979,718

$ 17,712,852

December 31,
2012
Marc
20
$ 14,139,000
$ 15,0
1,500,000
1,5
1,600,000
1,6
1,000,000
800,000

600,000

500,000
5

400,000
4

227,948
2
266,667

3

$ 21,033,615
$ 19,6
March 31,
2012
$ 15,309,237


4,383,333


19,692,570


1,979,718

$ 17,712,852

December 31,
2012
Marc
20
$ 14,139,000
$ 15,0
1,500,000
1,5
1,600,000
1,6
1,000,000
800,000

600,000

500,000
5

400,000
4

227,948
2
266,667

3

$ 21,033,615
$ 19,6
March 31,
2012
$ 15,309,237


4,383,333


19,692,570


1,979,718

$ 17,712,852

December 31,
2012
Marc
20
$ 14,139,000
$ 15,0
1,500,000
1,5
1,600,000
1,6
1,000,000
800,000

600,000

500,000
5

400,000
4

227,948
2
266,667

3

$ 21,033,615
$ 19,6
January 1,
2012
$ 13,556,332

4,050,000

17,606,332

1,527,718
$ 16,078,614
h 31,
12
January 1,
2012
30,000
$ 13,260,000
00,000
1,500,000
00,000
1,600,000
-
-
-
-
50,000
50,000
00,000
500,000
00,000
-
79,237
296,332
33,333
400,000

92,570
$ 17,606,332
January 1,
2012
$ 13,556,332

4,050,000

17,606,332

1,527,718
$ 16,078,614
h 31,
12
January 1,
2012
30,000
$ 13,260,000
00,000
1,500,000
00,000
1,600,000
-
-
-
-
50,000
50,000
00,000
500,000
00,000
-
79,237
296,332
33,333
400,000

92,570
$ 17,606,332
$

Effective
nterest Rate
.30%-1.58%

.35%-1.58%
.80%-1.85%
1.69%
1.84%
.88%-2.08%
1.65%
1.62%
.84%-2.12%
.80%-1.85%









December 31,
2012
$ 14,139,000

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


$ 21,033,615

h 31,
12
30,000

00,000
00,000
-
-
50,000
00,000
00,000
79,237
33,333

92,570
$ 20,674,852 $ 19,6 $ 17,606,332
  • 33 -

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

In addition, the Group’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.

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

18. NOTES PAYABLE AND TRADE PAYABLES

Notes payable
Notes payable - operating

Trade payables
Trade payables - operating

March 31,
2013
December 31,
2012
$ 22
$ 105


1,847,625

1,834,036

$ 1,847,647
$ 1,834,141
March 31,
2012
$ 1,072


1,852,753

$ 1,853,825
January 1,
2012
$ 5,412

2,149,342
$ 2,154,754

The average credit period for purchases of goods was 71 days and no interest was charged on the trade payables. The Group 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 pension
Others

March 31,
2013

$ 692,070

531,036
276,270
146,446
57,067
444,283

$ 2,147,172
December 31,
2012
$ 851,804

544,531
354,863
270,794
56,709
553,679

$ 2,632,380
March 31,
2012
$ 333,457

539,417
278,394
138,324
55,750
459,438

$ 1,804,780
January 1,
2012
$ 252,234
613,531
367,167
335,344
54,380

566,527
$ 2,189,183

20. PROVISIONS

PROVISIONS
Employee benefits

Customer returns and rebates


Current
March 31,
2013
December 31,
2012
$ 63,071
$ 70,573


5,834

11,062

$ 68,905
$ 81,635

$ 68,905
$ 81,635
March 31,
2012
$ 59,700


14,587

$ 74,287

$ 74,287
January 1,
2012
$ 63,967

11,987
$ 75,954
$ 75,954
  • 34 -
Employee
benefits
Customer
Returns and
Rebates
Balance at January 1, 2012
$ 63,967
$ 11,987

Additional provisions recognized
-
32,592
Reversing un-usage balances
(4,072)
(29,954)

Effect of foreign currency exchange differences

(195)

(38)

Balance at March 31, 2012
$ 59,700
$ 14,587

Balance at January 1, 2013
$ 70,573
$ 11,062

Additional provisions recognized
53,995
1,501
Reversing un-usage balances
(61,479)
(6,768)

Effect of foreign currency exchange differences

(18)

39

Balance at March 31, 2013
$ 63,071
$ 5,834
Total
$ 75,954
32,592
(34,026)

(233)
$ 74,287
$ 81,635
55,496
(68,247)

21
$ 68,905
  • 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 periods of the related goods sold.

21. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company, Magic Pixel Inc., Mxtran Inc., Infomax Communication Co., Ltd., MoDioTek Co., Ltd. and MaxRise Inc. of the Group adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Based on the LPA, the Group makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

The employees of the Group's subsidiary in China are members of a state-managed retirement benefit plan operated by the government of China. The subsidiary is required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.

The total expense recognized in profit or loss for the three months ended March 31, 2013 and 2012 was NT$55,675 thousand and NT$51,265 thousand, respectively, which represents contributions payable to these plans by the Group at rates specified in the rules of the plans. As of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, contributions of NT$48,820 thousand, NT$48,604 thousand, NT$48,824 thousand and NT$47,417 thousand due in the respective reporting periods had not been paid over to the plans. The amounts were paid subsequent to the end of the reporting period.

b. Defined benefit plans

The Company and Magic Pixel Inc. of the Group adopted the defined benefit plan provided in the Labor Standard Law (the”LSL”). Under the LSL, pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company and Magic Pixel Inc. contribute 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.

  • 35 -

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out at 31 December 2012. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the Projected Unit Credit Method. For the three months ended March 31, 2013 and 2012, the Group recognized employee benefit expenses calculated using the actuarially determined pension cost rate as of December 31, 2012 and January 1, 2012, respectively.

The net periodic pension costs of the Company’s separate executive pension plan for the three months ended March 31, 2013 and 2012 were $31,522 thousand and $21,212 thousand, respectively.

The principal assumptions used for the purposes of the actuarial valuations were as follows:

Valuation at Valuation at
December 31, January 1,
2012 2012
Discount rate(s) 1.50%-1.75% 1.75%
Expected return on plan assets 1.50% 1.75%-2.00%
Expected rate(s) of salary increase 3.00% 3.00%

Employee benefit expenses for the three months ended March 31, 2013 and 2012 were included in the following line items:

Operating cost
Marketing expenses
Administration expenses
Research and development expenses
Three Months Ended March 31 Three Months Ended March 31 Three Months Ended March 31



2013
$ 3,003

$ 306

$ 32,386

$ 1,105
2012
$ 1,968
$ 178
$ 21,842
$ 889

The amount included in the consolidated statement of financial position arising from the Group's obligation in respect of its defined benefit plans was as follows:

December 31,
2012
Present value of funded defined benefit obligation
$ 1,488,815

Fair value of plan assets

(779,374)

Present value of unfunded defined benefit obligation

709,441

Net actuarial losses not recognized
(143,983)
Past service cost not yet recognized

11,681

Net liability arising from defined benefit obligation
$ 577,139
January 1,
2012
$ 1,345,642

(765,489)

580,153
-

12,394
$ 592,547
  • 36 -

The major categories of plan assets at the end of the reporting period for each category were as follows:

December 31, January 1,
2012 2012
Deposits in financial institution 25.71 23.87
Investment in stock and beneficiary certificate 37.94 40.75
Short-term commercial papers 9.81 7.61
Government bond and fixed income investment 26.54 27.64
Infrastructure loans to government and government-owned
enterprises
-

0.13
100.00 100.00

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, with reference to the use of the Labor Pension Fund by Labor Pension Fund Supervision Committee, taking into consideration the effect of possible differences between the guaranteed minimum income and the return on local banks’ two-year time deposits.

The Group chose to disclose the history of experience adjustments as the amounts determined for each accounting period prospectively from the date of transition to IFRSs:

December 31,
2012
Present value of defined benefit obligation
$ 1,488,815

Fair value of plan assets
$ 79,374

Deficit
$ 709,441

Experience adjustments on plan liabilities
$ 94,904

Experience adjustments on plan assets
$ (45)
January 1,
2012
$ 1,345,642
$ 765,489
$ 580,153
$ -
$ -

The Group expects to make a contribution of NT$30,367 thousand to the defined benefit plans during the next financial year.

22. EQUITY

  • a. Share capital

1) Ordinary shares

Ordinary shares
Numbers of shares
authorized

Shares issued
March 31,
2013
$ 65,500,000

$ 35,214,623
December 31,
2012
$ 65,500,000

$ 35,214,623
March 31,
2012
$ 65,500,000

$ 33,921,967
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.

  • 37 -

b. Capital surplus

Capital surplus
Arising from treasury share
transactions

Arising from donations
Arising from share of changes
in capital surplus of
associates
Arising from employee shares

March 31,
2013
$ 26,502

37
127

317,217

$ 343,883
December 31,
2012
$ 26,502

37
113

317,217

$ 343,869
March 31,
2012
$ 25,075

37
-

317,654

$ 342,766
January 1,
2012
$ 25,075
37
-

321,377
$ 346,489

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

Treasury
Share
Transactions
Balance at January 1, 2012
$ 25,075

Issue of ordinary shares under
employee share options

-

Balance at March 31, 2012
$ 25,075

Balance at January 1, 2013
$ 26,502

share of changes in capital
surplus of associates

-

Balance at March 31, 2013
$ 26,502
Donations
Share of
Changes in
Capital
Surplus of
Associates
Employee
Share Options
$ 37
$ -
$ 321,377

-

-

(3,723)
$ 37
$ -
$ 317,654
$ 37
$ 113
$ 317,217

-

14

-
$ 37
$ 127
$ 317,217

The premium from shares issued in excess of par (treasury share 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.

  • 38 -

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 three months ended March 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, an amount equal to the net debit balance of certain shareholders’ equity accounts (including unrealized revaluation increment, unrealized gain or loss on financial instruments, net loss not recognized as pension cost, cumulative translation adjustments) 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.

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”, on the first-time adoption of IFRSs, a company should appropriate to a special reserve of an amount that was the same as these of unrealized revaluation increment and cumulative translation differences (gains) transferred to retained earnings as a result of the company’s use of exemptions under IFRS 1. However, at the date of transitions to IFRSs, if the increase in retained earnings that resulted from all IFRSs adjustments is not enough for this appropriation, only the increase in retained earnings that resulted from all IFRSs adjustments will be appropriated to special reserve. The special reserve appropriated as above may be reversed to retained earnings in proportion to the usage, disposal or reclassification of the related assets and thereafter distributed. The special reserve appropriated on the first-time adoption of IFRSs may be used to offset deficits in subsequent years. No appropriation of earnings shall be made until any shortage of the aforementioned special reserve is appropriated in subsequent years if the Company has earnings and the original need to appropriate a special reserve is not eliminated.

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.

Under the Integrated Income Tax System that became effective on January 1, 1998, ROC resident shareholders are allowed a tax credit from their proportionate share in the income tax paid by the Company on earnings generated since January 1, 1998.

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

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

1,288,408
0.38
$ 2,865,088
  • 39 -

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.

Amounts approved in shareholders’ meetings
Amounts recognized in respective financial statements
For the Year Ended 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.

On March 8, 2013, the Board of Directors approved the use of legal capital reserve to offset accumulated deficit in the amount of NT$2,695,275 thousand. Action on the 2012 loss will be resolved by the shareholders in their meeting scheduled on June 19, 2013.

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 Group's foreign operations from their functional currencies to the Group's presentation currency (i.e. New Taiwan dollars) were recognized directly in other comprehensive income and accumulated in the foreign currency translation reserve. Gains and losses on hedging instruments that were designated as hedging instruments for hedges of net investments in foreign operations were included in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve in respect of translating both the net assets of foreign operations and hedges 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.

  • 40 -

f. Non-controlling interests

Balance at January 1
Attributable to non-controlling interests:
Share of loss for the period
Issue of employee share options by subsidiaries
Cancel of employee share options by subsidiaries
Exchange difference arising on translation of foreign entities
Non-controlling interest relating to outstanding share options
held by the employees of subsidiaries
Balance at March 31
Three Months Ended March 31 Three Months Ended March 31 Three Months Ended March 31


2013
$ 59,115

(16,722)
230
(14)
92

509

$ 43,210
2012
$ 138,921
(22,349)
256
-
(75)
-
$ 116,753

g. Treasury shares

Number of
Shares,
Beginning and
End of Period
Purpose of Buy-back (In Thousands)
Three months ended March 31, 2013
The Company’s shares held by its subsidiaries 3,899
Three months ended March 31, 2012
The Company’s shares held by its subsidiaries 3,757

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
March 31, 2013
Hui Ying Investment, Ltd. 3,899 $159,061 $ 33,574
December 31, 2012
Hui Ying Investment, Ltd. 3,899 159,061 33,808
March 31, 2012
Hui Ying Investment, Ltd. 3,757 159,061 41,324
January 1, 2012
Hui Ying Investment, Ltd. 3,757 159,061 45,456
  • 41 -

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
**Three Months Ended March 31 **


2013
$ 4,400,978


3,811

$ 4,404,789
2012
$ 5,138,974

4,502
$ 5,143,476

The analysis of the Group's products and revenue is shown in Note 36.

24. NET LOSS

Net loss had been arrived at after crediting

  • a. Other income
Interest income
Others
Other gains and losses
Net foreign exchange gains/(losses)
Net gain/(loss) arising on financial assets classified as held for
trading
Other losses
Finance costs
Interest on loans
Others
Less: Amounts included in the cost of qualifying assets
Three Months Ended March 31 Three Months Ended March 31 Three Months Ended March 31
2013
2012
$ 39,448
$ 41,530

7,364

5,931
$ 46,812
$ 47,461
Three Months Ended March 31
2013
2012
$ 52,796
$ (125,501)
(294)
1,182

(252)

(1,350)
$ 52,250
$ (125,669)
Three Months Ended March 31


2013
$ 87,171

-

-

$ 87,171
2012
$ 76,190
18

(18,823)
$ 57,385
  • b. Other gains and losses

  • c. Finance costs

  • 42 -

Information about capitalized interest was as follows:

Capitalized interest
Capitalization rate
Impairment losses on financial assets
Trade receivables
Other non-current financial assets
Three Months Ended March 31 Three Months Ended March 31 Three Months Ended March 31
2013
2012
$ -
$ 18,823
-
1.48%
Three Months Ended March 31


2013
$ -


2,151

$ 2,151
2012
$ 20,021

-
$ 20,021
  • d. Impairment losses on financial assets

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

  • e. Depreciation and amortization expenses
Property, plant and equipment
Intangible assets
An analysis of depreciation by function
Operating costs
Operating expenses
An analysis of amortization by function
Operating costs
Operating expenses
Employee benefits expense
Post-employment benefits (see Note 21)
Defined contribution plans
Defined benefit plans
Three Months Ended March 31 Three Months Ended March 31 Three Months Ended March 31
2013
2012
$ 1,919,702
$ 1,822,579

55,816

38,051
$ 1,975,518
$ 1,860,630
$ 1,613,689
$ 1,626,631

306,013

195,948
$ 1,919,702
$ 1,822,579
$ 27,110
$ 8,674

28,706

29,377
$ 55,816
$ 38,051
Three Months Ended March 31


2013
$ 55,675


36,800


92,475
2012
$ 51,265

24,877

76,142
(Continued)

f. Employee benefits expense

  • 43 -
Share-based payments
Equity-settled share-based payments
Other employee benefits
Total employee benefits expense
An analysis of employee benefits expense by function
Operating costs
Operating expenses
g. Gain or loss on foreign currency exchange
Foreign exchange gains
Foreign exchange losses
Three Months Ended March 31 Three Months Ended March 31 Three Months Ended March 31
2013
2012
$ 230
$ 256

1,332,097

1,399,256
$ 1,424,802
$ 1,475,654
$ 725,301
$ 719,695

699,501

755,959
$ 1,424,802
$ 1,475,654
(Concluded)
Three Months Ended March 31


2013
$ 162,072

(109,276)

$ 52,796
2012
$ 114,416
(239,917)
$ (125,501)

25. INCOME TAX

  • a. Income tax recognized in profit or loss

The major components of tax expense were as follows:

The major components of tax expense were as follows:
Current tax
In respect of the current period
Deferred tax
In respect of the current period
Income tax expense recognized in profit or loss
Three Months Ended March 31
2013
$ 1,045

-
$ 1,045
2012
$ 953

5,298
$ 6,251
  • 44 -

b. Integrated income tax

Unappropriated earnings
(Accumulated deficit)
Unappropriated earnings
generated before
January 1, 1998

Unappropriated earnings
generated on and after
January 1, 1998


Imputation credit accounts
March 31,
2013
December 31,
2012
$ -
$ -

(5,597,687)
(3,528,992)

$ (5,597,687)
$ (3,528,992)

$ 207,924
$ 207,924
March 31,
2012
$ -


3,691,310

$ 3,691,310

$ 184,671
January 1,
2012
$ -

4,776,572
$ 4,776,572

$ 184,671

No tax creditable ratio was calculated for accumulated deficit of 2012. The actual tax creditable ratio for distribution of earnings of 2011 was 9.17%.

c. 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 and 2008 tax returns and had applied for re-examination. Nevertheless, the Company has provided for the income tax assessed by the tax authorities.

26. LOSS PER SHARE

LOSS PER SHARE
Basic and diluted loss per share Unit: NT$ Per Share
Three Months Ended March 31
2013
$ (0.59)
2012
$ (0.31)

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 period

Loss for the period attributable to owners of the Company **Three Months Ended March 31 ** **Three Months Ended March 31 **
2013
$ (2,068,695)
2012
$ (1,085,262)

Weighted average number of ordinary shares outstanding (in thousand shares):

Weighted average number of ordinary shares in computation of
basic loss per share
**Three Months Ended March 31 ** **Three Months Ended March 31 **
2013

3,517,563
2012

3,513,775
  • 45 -

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 three months ended March 31, 2013 and 2012.

The weighted-average number of shares outstanding for EPS calculation has been retroactively adjusted for the issuance of stock dividends (see Note 22). This adjustment caused the basic and diluted after-tax loss per share for the three months ended March 31, 2012 to both decrease from NT$0.32 to NT$0.31.

27. SHARE-BASED PAYMENT ARRANGEMENTS

The Company

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.

Information on employee share options was as follows:

Unit: Option Numbers in Thousand and NT$ Per Share

Three months ended March 31, 2013 2007 Plan 2007 Plan

Balance, beginning of period
Options cancelled
Three months ended March 31, 2012
Balance, beginning of period
Options exercised
Options cancelled
Balance, end of period
Number of
Options
(In Thousands)
Weighted-average
Exercise Price
(NT$)
49,794
$ 9.50
(7,448)
9.50
(61)
-
42,285
9.50

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

  • 46 -

As of March 31, 2013, information about the Company’s outstanding and exercisable options was as follows:


ollows:
Range of
Exercise
Price (NT$)
$8.80
Options Issued on or After January 1, 2004 and
Outstanding
Number
Outstanding
(Thousand)
Remaining
Contractual
Life (In Years)
Exercise Price
(NT$/Per
Share)
42,035
0.74
$8.80
Options Exercisable
Number
Exercisable
(Thousand)
Exercise Price
(NT$/Per
Share)
42,035
$8.80

MoDioTek

Approved by the Board of Directors of MoDioTek on April 2, 2007, December 3, 2007, August 18, 2008 and December 11, 2008, MoDioTek was authorized to issue employee stock options for 1,500 thousand units, 579 thousand units, 671 thousand units and 40 thousand units, respectively. Each stock option may subscribe for one new share of common stock of MoDioTek. The options are valid for six years and exercisable at certain percentages after the second anniversary from the grant date or the earlier of the first anniversary of the grant date or date of application for share listing on the TSE or GreTai Securities Market. For any subsequent changes in MoDioTek’s capital surplus, the exercise price is adjusted accordingly.

As of March 31, 2013, information about MoDioTek’s outstanding and exercisable options was as follows:

Three Months Ended March 31

Balance, beginning of period
Options cancelled
Balance, end of period
2013
Number of
Options
(In Thousands)
Weighted-average
Exercise Price
(NT$)
1,989
$ 10.35

(105)
-

1,884
10.35
2012
Number of
Options
(In Thousands)
Weighted-average
Exercise Price
(NT$)
2,040
$ 10.35

(22)
-

2,018
10.35

As of March 31, 2013, information about MoDioTek’s outstanding and exercisable option was as follows:

Range of
Exercise
Price
(NT$)
$10.00
10.00
11.40
11.40
Options Issued on or After January 1, 2004 and
Outstanding
Number
Outstanding
(Thousand)
Remaining
Contractual
Life (In Years)
Exercise Price
(NT$/Per
Share)
1,036
-
$10.00
376
0.67
10.00
452
1.38
11.40

20
1.70
11.40

1,884
Options Exercisable
Number
Exercisable
(Thousand)
Exercise Price
(NT$/Per
Share)
1,036
$10.00
376
10.00
452
11.40

20
11.40

1,884
  • 47 -

Mxtran

Approved by the Board of Directors of Mxtran on April 2, 2007, May 4, 2007, November 16,2007, December 21, 2007 and August 12, 2011, Mxtran was authorized to issue employee stock options for 1,409 thousand units, 74 thousand units, 17 thousand units, 1,564 thousand units and 2,344 thousand units, respectively. Each stock option may subscribe for one new share of common stock of Mxtran. The options are valid for six years and exercisable at certain percentages after the second anniversary from the grant date. For any subsequent changes in Mxtran’s capital surplus, the exercise price is adjusted accordingly.

Mxtran cancelled and increased its share capital by 12,000 thousand shares and 20,000 thousand shares on March 5, 2009 and March 9, 2009, respectively. Each stock option has subscribed for 0.4 common stock share and the exercise price was subject to adjustments for any change of capital structure.

As of March 31, 2013, information about Mxtran’s outstanding and exercisable options was as follows:

Balance, beginning of period
Options cancelled
Balance, end of period
**Three Months Ended March 31 ** **Three Months Ended March 31 **
2013
Number of
Options
(In Thousands)
Weighted-average
Exercise Price
(NT$)
2,270
$ 10.30

(61)
-

2,209
10.28
2012
Number of
Options
(In Thousands)
Weighted-average
Exercise Price
(NT$)
2,664
$ 10.31

(35)
-

2,629
10.31

As of March 31, 2013, information about Mxtran’s outstanding and exercisable option was as follows:

Options Issued on or After January 1, 2004 and

Options Issued on or After January 1, 2004 and
Range of
Exercise
Price
(NT$)
$12.07
12.55
10.00
Outstanding
Number
Outstanding
(Thousand)
Remaining
Contractual
Life (In Years)
Exercise Price
(NT$/Per
Share)
134
0.02
$12.07
155
0.73
12.55

1,920
4.36
10.00

2,209
Options Exercisable
Number
Exercisable
(Thousand)
Exercise Price
(NT$/Per
Share)
134
$12.07
155
12.55

-
10.00

289

Options granted were priced using the Black-Scholes pricing model and the inputs to the model were as follows:


follows:
Grant-date share price (NT$) $
3.23
Exercise price (NT$) 10.00
Expected volatility 44.82%
Expected life (years) 4.25
Expected dividend yield -
Risk-free interest rate 1.11%

For the three months ended March 31, 2013 and 2012, the compensation cost recognized was $49 thousand and $0 thousand, respectively. As of March 31, 2013 and 2012, the estimated percentages of forfeiture due to termination of employment over the remaining vesting period were both 6%.

  • 48 -

INFOMAX

Approved by the Board of Directors of INFOMAX on April 2, 2007, November 16, 2007, December 21, 2007, April 2, 2010 and January 26, 2011, INFOMAX was authorized to issue employee stock options for 2,577 thousand units, 423 thousand units, 1,910 thousand units, 8,654 thousand units and 1,346 thousand units, respectively. Each stock option may subscribe for one new share of common stock of INFOMAX. The options authorized on April 2, 2007, November 16, 2007, December 21, 2007 and January 26, 2011 are valid for six years, eight years, eight years and six years, respectively. The options authorized on April 2, 2010 are valid for the earlier of six years to the grant dates or two months to the date of application for share listing on the TSE or GreTai Securities Market. The options granted are exercisable at certain percentages after the second anniversary from the grant date. For any subsequent changes in INFOMAX’s capital surplus, the exercise price is adjusted accordingly.

As of March 31, 2013, information about INFOMAX’s outstanding and exercisable option was as follows:

Balance, beginning of period
Options cancelled
Balance, end of period
Three Months Ended March 31 Three Months Ended March 31
2013
Number of
Options
(In Thousands)
Weighted-average
Exercise Price
(NT$)
3,059
$ 31.87

-
-

3,059
31.87
2012
Number of
Options
(In Thousands)
Weighted-average
Exercise Price
(NT$)
10,943
$ 10.00

(709)
-

10,234
10.00

As of March 31, 2013, information about INFOMAX’s outstanding and exercisable option was as follows:

Options Issued on or After January 1, 2004 and

Options Issued on or After January 1, 2004 and
Range of
Exercise
Price
(NT$)
$31.87
31.87
31.87
Outstanding
Number
Outstanding
(Thousand)
Remaining
Contractual
Life (In Years)
Exercise Price
(NT$/Per
Share)
559
0.60
$31.87
373
2.72
31.87

2,127
3.82
31.87

3,059
Options Exercisable
Number
Exercisable
(Thousand)
Exercise Price
(NT$/Per
Share)
559
$31.87
373
31.87

1,064
31.87

1,996

Options granted were priced using the Black-Scholes pricing model and the inputs to the model were as follows:


follows:
Grant-date share price (NT$) $ 5.17
Exercise price (NT$) 10.00
Expected volatility 37.82%
Expected life (years) 4.25
Expected dividend yield -
Risk-free interest rate 0.91%

For the three months ended March 31, 2013 and 2012, the compensation cost recognized was $181 thousand and $256 thousand, respectively. As of March 31, 2013 and 2012, the estimated percentages of forfeiture due to termination of employment over the remaining vesting period were both 3%.

  • 49 -

MaxRise

Approved by the Board of Directors of MaxRise on January 12, 2007, April 18, 2007, November 16, 2007, December 21, 2007, August 14, 2008, April 15, 2009, May 5, 2010 and January 3, 2011, MaxRise was authorized to issue employee stock options for 1,160 thousand units, 230 thousand units, 110 thousand units, 1,350 thousand units, 780 thousand units, 225 thousand units, 863 thousand units and 2,007 thousand units, respectively. Each stock option may subscribe for one new share of common stock of MaxRise. The options are valid for six years and exercisable at certain percentages after the second anniversary from the grant date. For any subsequent changes in MaxRise’s capital surplus, the exercise price is adjusted accordingly.

As of March 31, 2013, information about MaxRise’s outstanding and exercisable options was as follows:

Balance, beginning of period
Options cancelled
Balance, end of period
Three Months Ended March 31, 2012
Number of
Options
(In Thousands)
Weighted-average
Exercise Price
(NT$)
3,034
$ 11.07
(150)
-
2,884
11.13

The weighted-average exercise prices of outstanding options had been adjusted to reflect the capital reduction making up for losses.

As of December 31, 2012, there was no outstanding option of MaxRise due to the merger of MaxRise and INFOMAX.

Options granted were priced using the Black-Scholes pricing model and the inputs to the model were as follows:


follows:
Grant-date share price (NT$) $1.55-$2.58
Exercise price (NT$) 10.00
Expected volatility 32.48%-34.84%
Expected life (years) 4.25
Expected dividend yield -
Risk-free interest rate 0.84%-0.96%

The compensation cost for the three months ended March 31, 2012 was minor; thus, it was not recognized.

MPI

Approved by the Board of Directors of MPI on June 20, 2007 and May 1, 2012, MPI was authorized to issue employee stock options for 2,400 thousand units and 841 thousand units, respectively. Each stock option may subscribe for one new share of common stock of MPI. The options are valid for six years and exercisable at certain percentages after the second anniversary from the grant date. For any subsequent changes in MPI’s capital surplus, the exercise price is adjusted accordingly.

  • 50 -

As of March 31, 2013, information about MPI’s outstanding and exercisable options was as follows:

Balance, beginning of period
Options cancelled
Balance, end of period
Three Months Ended March 31 Three Months Ended March 31
2013
Number of
Options
(In Thousands)
Weighted-average
Exercise Price
(NT$)
915
$ 19.07

(71)
-

844
18.54
2012
Number of
Options
(In Thousands)
Weighted-average
Exercise Price
(NT$)
167
$ 67.30

(6)
-

161
67.30

As of March 31, 2013, information about MPI’s outstanding and exercisable options was as follows:

Options Issued on or After January 1, 2004 and

Options Issued on or After January 1, 2004 and
Range of
Exercise
Price
(NT$)
$67.30
10.00
Outstanding
Number
Outstanding
(Thousand)
Remaining
Contractual
Life (In Years)
Exercise Price
(NT$/Per
Share)
126
0.22
$67.30
718
5.08
10.00
844
Options Exercisable
Number
Exercisable
(Thousand)
Exercise Price
(NT$/Per
Share)
126
$67.30
718
10.00
844

The compensation cost during the three months ended March 31, 2013 was minor; thus, it was not recognized. 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 three months ended March 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
MoDioTek
Assumptions:
Risk-free interest rate
Expected life (in years)
Expected volatility
Expected dividend yield
Three Months Ended March 31
2013
2012
1.55%-2.54%
1.55%-2.54%
4.38
4.38
51.16%-57.50%
51.16%-57.50%
-
-
1.90%-2.68%
1.90%-2.68%
6
6
-
-
-
-
(Continued)
  • 51 -
Mxtran
Assumptions:
Risk-free interest rate
Expected life (in years)
Expected volatility
Expected dividend yield
INFOMAX
Assumptions:
Risk-free interest rate
Expected life (in years)
Expected volatility
Expected dividend yield
MaxRise
Assumptions:
Risk-free interest rate
Expected life (in years)
Expected volatility
Expected dividend yield
MPI
Assumptions:
Risk-free interest rate
Expected life (in years)
Expected volatility
Expected dividend yield
Consolidated net loss attributable to shareholders of the parent:
Net loss as reported
Pro forma net loss
Consolidated loss per share (LPS) - after income tax (NT$):
Basic and diluted LPS as reported
Pro forma basic and diluted LPS
Three Months Ended March 31 Three Months Ended March 31 Three Months Ended March 31

2013
1.90%-2.68%
6
-
-
0.91%-2.68%
6-8
-
-
0.96%-2.68%
6
-
-
2.20%-2.68%
6
-
-
$ (2,068,695)

$ (2,068,695)

$(0.59)
$(0.59)
2012
1.90%-2.68%
6
-
-
0.91%-2.68%
6-8
-
-
0.96%-2.68%
6
-
-
2.20%-2.68%
6
-
-
$ (1,085,262)
$ (1,085,262)
$(0.31)
$(0.31)

(Concluded)

28. OPERATING LEASE ARRANGEMENTS

a. The Group as lessee

Operating leases relate to leases of land, offices, employee dormitories and office equipment with lease terms between 1 and 50 years. The Group does not have a bargain purchase option to acquire the leased land, offices, employee dormitories and office equipment at the expiry of the lease periods.

  • 52 -

As of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, refundable deposits paid under operating leases amounted to NT$8,793 thousand, NT$8,523 thousand, NT$8,453 thousand and NT$8,781 thousand, respectively.

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

Not later than 1 year

Later than 1 year and not later
than 5 years
Later than 5 years

March 31,
2013
December 31,
2012
$ 90,379
$ 89,938

173,461
159,256

196,527

189,339

$ 460,367
$ 438,533
March 31,
2012

$ 85,942

203,737

199,846

$ 489,525
January 1,
2012
$ 86,259
218,819

204,156
$ 509,234

The lease payments recognized as expenses were as follows:

The lease payments recognized as expenses were as follows:
Minimum lease payment For the Three Months Ended
March 31
2013
$ 27,053
2012
$ 26,484
  • b. The Group as lessor

Operating leases relate to the building owned by the Group with lease terms between 1 to 5 years. All operating lease contracts contain market review clauses in the event that the lessee exercises its option to renew. The lessee does not have a bargain purchase option to acquire the property at the expiry of the lease period.

As of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, deposits received under operating leases amounted to NT$335 thousand, NT$326 thousand, NT$139 thousand and NT$144 thousand, respectively.

The future minimum lease revenue from non-cancellable operating leases was as follows:

March 31, March 31, December 31, December 31, March 31, March 31, January 1, January 1,
2013 2012 2012 2012
Not later than 1 year $
3,736
$
3,728
$
3,493
$
2,881
Later than 1 year and not later
than 5 years 10,810 11,599 13,996 13,987
Later than 5 years - - 378 919
$ 14,546 $ 15,327 $ 17,867 $ 17,787

29. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group 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.

  • 53 -

The Group’s strategy for managing the capital structure is to lay out the plan of product development and expand the market share considering the growth and the magnitude of industry and further developing an integral plan founded on the required capacity, capital outlay, and magnitude of assets in long-term development. Ultimately, considering the risk factors such as the fluctuation of the industry cycle and the life cycle of products, the Group determines the optimal capital structure by estimating the profitability of products, operating profit ratio, and cash flow based on the competitiveness of products. The management of the Group periodically examines the capital structure and contemplates on the potential costs and risks involved while exerting different financial tools. In general, the Group implements prudent strategy of risk management.

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 condensed consolidated financial statements approximate their fair values or their fair values cannot be reliably measured.

  • 2) Fair value measurements recognized in the condensed 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).

March 31, 2013

Available-for-sale financial
assets - non-current
Securities listed in ROC
Equity securities
Financial liabilities at
FVTPL - current
Level 1
$ 926,544
$ -
Level 2
$ -
$ 1,849
Level 3
$ -
$ -
Total
$ 926,544
$ 1,849
  • 54 -

December 31, 2012

Financial assets at FVTPL -
current

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

March 31, 2012
Available-for-sale
financial
assets - non-current
Securities listed in ROC
Equity securities

January 1, 2012
Financial assets at FVTPL -
non-current

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

$ 888,685

Level 1
$ 1,084,361

Level 1
$ 39,357

$ 879,392
Level 2
$ 6,199

$ -

Level 2
$ -

Level 2
$ -

$ -
Level 3
$ -

$ -

Level 3
$ -

Level 3
$ -

$ -
Total
$ 6,199
$ 888,685
Total
$ 1,084,361
Total
$ 39,357
$ 879,392

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

  • 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 Group were consistent with those that market participants would use in setting a price for the financial instrument;

  • 55 -

  • b. Categories of financial instruments

March 31, December December 31, March 31, January 1,
2013 2012 2012 2012
Financial assets
Fair value through profit or loss
(FVTPL)
Held for trading $
-
$ 6,199 $
-
$
-
Designated as at FVTPL - - - 39,357
Loans and receivables (i) 20,459,960 22,776,325 22,475,228 23,869,549
Available-for-sale financial
assets (ii) 1,015,804 986,547 1,218,419 1,033,883
Financial liabilities
Fair value through profit or loss
(FVTPL)
Held for trading 1,849 - - -
Amortized cost (iii) 25,284,338 26,119,533 24,106,004 24,708,834
  • 1) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, trade and other receivables (including receivables from related parties), other receivables, and other financial assets (including current and non-current assets).

  • 2) The balances included the carrying amount of available-for-sale financial assets measured at cost.

  • 3) The balances included financial liabilities measured at amortized cost, which comprise short-term loans, trade and other 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 Group manages its exposure to risks relating to the operations through market risk, credit risk, and liquidity risk with the objective to reduce the potentially adverse effects the market uncertainties may have on its financial performance.

The plans for material treasury activities are reviewed by management in accordance with procedures required by relevant regulations or internal controls. During the implementation of such plans, the Group must comply with certain treasury procedures that provide guiding principles for overall financial risk management.

  • 1) Market risk

The Group's activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (1) below), interest rates (see (2) below), and other price risk (see (3) below).

a) Foreign currency risk

Several subsidiaries of the Company had foreign currency sales and purchases, which exposed the Group to foreign currency risk. Exchange rate exposures were managed within approved policy parameters utilizing forward foreign exchange contracts.

  • 56 -

Sensitivity analysis

The Group 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 Group’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.

Pre-tax loss Currency USD Impact
For the Three Months Ended
March 31
2013
2012
$ 29,426
$ 43,943
Currency JPY Impact
For the Three Months Ended
March 31
2013
2012
$ (9,183)
$ 134,831

b) Interest rate risk

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

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

December 31,
March 31, 2013 2012 March 31, 2012 January 1, 2012
Fair value interest rate risk
Financial assets $ 14,847,779 $ 17,835,488 $ 16,569,661 $ 16,001,937
Financial liabilities 227,980 88,406 - -
Cash flow interest rate risk
Financial assets 2,358,499 1,471,846 2,590,206 3,911,479
Financial liabilities 20,674,852 21,033,615 19,818,035 19,406,820

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 Group’s pre-tax loss for the three months ended March 31, 2013 and 2012 would increase/decrease by NT$25,844 thousand and NT$24,733 thousand, respectively.

  • c) Other price risk

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

Sensitivity analysis of equity price is calculated based on the fair values of available-for-sale investments at the end of each reporting period.

  • 57 -

If equity prices had been 10% higher/lower, pre-tax loss for the three months ended March 31, 2013 and 2012 would have increased/decreased by NT$92,654 thousand and NT$108,436 thousand, respectively, as a result of the changes in fair value of available-for-sale investments.

2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group’s exposure to credit risk mainly arises from trade receivables - operating, bank deposits, and other financial instruments. Credit risk is managed separately for business related and financial related exposures.

Business related credit risk

In order to maintain the credit quality of trade receivables, the Group has established procedures to monitor and limit exposure to credit risk on trade receivables.

Credit evaluation is performed in the consideration of the relevant factors which may affects the customer’s paying ability such as financial condition, external and internal credit scoring, historical experience, and economic conditions. The Group 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.

Apart from Group A and Company B, the two largest customers, the Group did not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Group’s concentration of credit risk from Group A and Company B were accounted for 27%, 34%, 27% and 33% of the total trade receivable (including receivables from related parties) as of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, respectively.

The Group’s concentration of credit risk by geographical locations was mainly in ROC, which accounted for 39%, 37%, 36% and 32% of the total trade receivables (including receivables from related parties) as of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, respectively.

Financial credit risk

The Group’s exposure to financial credit risk which pertained to bank deposits and other financial instruments were evaluated and monitored by Corporate Treasury function. The Group only deals with creditworthy counterparties and banks so that no significant credit risk was identified.

3) Liquidity risk

The objective of liquidity risk management is to ensure the Group has sufficient liquidity to fund its business requirements of cash and cash equivalents and the unused of financing facilities associated with existing operations.

The Group relies on bank borrowings as a significant source of liquidity. As of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, the Group had available unutilized overdraft and short-term bank loan facilities of approximately NT$6,635,223thousand, NT$6,856,768 thousand, NT$12,236,904 thousand and NT$10,099,344 thousand, respectively.

  • 58 -

Liquidity and interest rate risk tables

The following table details the Group'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 Group 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.

March 31, 2013

Weighted
Average
Effective
Interest Rate
(%)

Non-derivative financial liabilities
Non-interest bearing
-

Variable interest rate liabilities
1.63
Fixed interest rate liabilities
0.97


Derivative financial liabilities
Foreign exchange forward contracts
Gross settled
Inflows

Outflows
December 31, 2012
Weighted
Average
Effective
Interest Rate
(%)

Non-derivative financial liabilities
Non-interest bearing
-

Variable interest rate liabilities
1.63
Fixed interest rate liabilities
0.94


Derivative financial liabilities
Foreign exchange forward contracts
Gross settled
Inflows

Outflows
March 31, 2012
Weighted
Average
Effective
Interest Rate
(%)

Non-derivative financial liabilities
Non-interest bearing
-

Variable interest rate liabilities
1.58

On Demand or
Less than
1 Year
$ 4,381,506

5,811,037

228,791

$ 10,421,334

$ 296,869

298,718
On Demand or
Less than
1 Year
$ 4,997,512

5,559,431

88,767

$ 10,645,710

$ 432,256

426,057
On Demand or
Less than
1 Year
$ 4,287,969


2,421,405

$ 6,709,374
1-3 Years
$ -

15,494,521

-

$ 15,494,521

$ -

-
1-3 Years
$ -

16,174,602

-

$ 16,174,602

$ -

-
1-3 Years
$ -


9,089,204

$ 9,089,204
3-5 Years
$ -

5,704

-

$ 5,704

$ -

-
3-5 Years
$ -

22,886

-

$ 22,886

$ -

-
3-5 Years
$ -


9,196,982

$ 9,196,982
5+ Years
$ -

-

-

$ -

$ -

-
5+ Years
$ -

-

-

$ -

$ -

-
5+ Years
$ -


-

$ -
Total
$ 4,381,506
21,311,262

228,791
$ 25,921,559

$ 296,869
298,718
Total
$ 4,997,512
21,756,919

88,767
$ 26,843,198

$ 432,256
426,057
Total
$ 4,287,969

20,707,591
$ 24,995,560
  • 59 -

January 1, 2012

January 1, 2012
Weighted
Average
Effective
Interest Rate
(%)

Non-derivative financial liabilities
Non-interest bearing
-

Variable interest rate liabilities
1.58

On Demand or
Less than
1 Year
$ 5,302,014


3,619,702

$ 8,921,716
1-3 Years
$ -


8,308,774

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


8,358,820

$ 8,358,820
5+ Years
$ -


-

$ -
Total
$ 5,302,014

20,287,296
$ 25,589,310

31. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Company and its subsidiaries, which were related parties of the Company, had been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties were disclosed below.

a. Trading transactions

Trading transactions
Key management personnel
Substantial related parties
Sales of Goods
For the Three Months Ended
March 31
2013
2012
$ 864,540
$ 1,464,048
867
174
$ 865,407
$ 1,464,222
Purchases of Goods
For the Three Months Ended
March 31
2013
$ 864,540
867
$ 865,407
2013
$ 164,910
-
$ 164,910
2012
$ -
-
$ -

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 are for manufacturing process. The payment term was 30 days after monthly closing, similar to those with external vendors.

The Group is its major
management authority
Key management personnel
Substantial related parties
Manufacturing Expense
For the Three Months Ended
March 31
2013
2012
$ 110,614
$ 94,661
-
-

-

-
$ 110,614
$ 94,661
Manufacturing Expense
For the Three Months Ended
March 31
2013
2012
$ 110,614
$ 94,661
-
-

-

-
$ 110,614
$ 94,661
Operating Expense Operating Expense Operating Expense
For the Three Months Ended
March 31


2013
$ 110,614

-

-

$ 110,614


2013
$ 288

2,581

6,250

$ 9,119
2012
$ 224
-

6,250
$ 6,474

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

  • 60 -

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

Key management personnel

Substantial related parties

March 31,
2013
December 31,
2012
$ 265,715
$ 427,401


26

52

$ 265,741
$ 427,453
March 31,
2012
$ 520,590


-

$ 520,590
January 1,
2012
$ 918,063

-
$ 918,063

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

The Group is its major
management authority

Substantial related parties

March 31,
2013
December 31,
2012
$ 113,535
$ 118,455


-

17,550

$ 113,535
$ 136,005
March 31,
2012
$ 87,128


-

$ 87,128
January 1,
2012
$ 82,244

-
$ 82,244

The outstanding of trade receivables from related parties are unsecured and will be settled in cash. No guarantees had been given or received for trade payables to related parties. No expense had been recognized for the three months ended March 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 three months ended March 31, 2013 and 2012 was as follows:

Short-term benefits
Post-employment benefits
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31


2013
$ 29,287


31,677

$ 60,964
2012
$ 31,507

21,345
$ 52,852

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

  • 61 -

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 or the deposit for hiring foreign workers:

Pledge deposits (classified as other
financial assets - current)

Property, plant and equipment, net
Pledge deposits (classified as other
financial assets - non-current)

March 31,
2013

$ 6,999

17,843,079

164,177

$ 18,014,255
December 31,
2012
$ 47,105

18,773,742

164,177

$ 18,985,024
March 31,
2012
$ 22,914

18,001,751

164,177

$ 18,188,842
January 1,
2012
$ 23,005
13,119,861

164,177
$ 13,307,043

33. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

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

  • a. As of March 31, 2013, December 31, 2012, March 31, 2012 and January 1, 2012, unused letters of credit amounted to approximately NT$301,175 thousand, NT$15,930 thousand, NT$43,557 thousand and NT$50,489 thousand, respectively.

  • b. Unrecognized commitments are as follows:

Acquisition of property, plant
and equipment
March 31,
2013
December 31,
2012
$ 1,891,150
$ 812,424
March 31,
2012
$ 806,020
January 1,
2012
$ 716,395
  • c. The Company entered into a technology development and foundry service agreement with E Company in June 2006. The terms of the agreements are five and seven years, respectively, from the commencement date. The Company had paid off the entire technology development fees on December 31, 2007.

  • d. 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. As of March 31, 2013, the Company had paid US$10,468 thousand. The Company entered into another Phase-change memory technology agreement with IBM Company in January 2013, and the term of the agreement is from January 2013 to January 2016.

  • e. 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 to pay the royalty on the Patents Cross-License Agreement.

  • 62 -

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:

March 31, 2013

Foreign
Currencies Exchange Rate
Financial assets
Monetary items
JPY $ 1,485,745 0.32
USD 85,194 29.83
RMB 4,690 4.76
Financial liabilities
Monetary items
JPY 1,772,728 0.32
USD 52,312 29.83
RMB 2,499 4.76
December 31, 2012
Foreign
Currencies Exchange Rate
Financial assets
Monetary items
JPY $ 2,452,014 0.34
USD 89,627 29.04
RMB 3,822 4.62
Financial liabilities
Monetary items
JPY 861,058 0.34
USD 50,585 29.04
RMB 2,561 4.62
  • 63 -

March 31, 2012

March 31, 2012
Foreign
Currencies Exchange Rate
Financial assets
Monetary items
JPY $ 4,553,678 0.36
USD 81,033 29.51
RMB 2,895 4.69
Financial liabilities
Monetary items
JPY 808,367 0.36
USD 31,397 29.51
RMB 1,243 4.69
January 1, 2012
Foreign
Currencies Exchange Rate
Financial assets
Monetary items
JPY $ 6,450,652 0.39
USD 94,522 30.28
RMB 2,287 4.80
Financial liabilities
Monetary items
JPY 3,733,623 0.39
USD 58,094 30.28
RMB 768 4.80

35. SEPARATELY DISCLOSED ITEMS

Information on significant transactions and information on investees:

  • a. Lending funds to others: None

  • b. Providing endorsements or guarantees for others: None

  • c. Holding of securities at the end of the period: Table 1 (attached)

  • d. Aggregate purchases or sales of the same securities reaching NT$100 million or 20 percent of paid-in capital or more: None

  • e. Acquisition of real estate reaching NT$100 million or 20 percent of paid-in capital or more: None

  • f. Disposal of real estate reaching NT$100 million or 20 percent of paid-in capital or more: None

  • 64 -

  • g. Purchases or sales of goods from or to related parties reaching NT$100 million or 20 percent of paid-in capital or more: Table 2 (attached)

  • h. Trade receivables from related parties reaching NT$100 million or 20 percent of paid-in capital or more: Table 3 (attached)

  • i. Information on investees: Table 4 (attached)

  • j. Trading in derivative instruments: None

  • k. The business relationship between the parent and the subsidiaries and between each subsidiary, and the circumstances and amounts of any significant transactions between them: Table 5 (attached)

  • l. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, investment 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 following 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

  • 3) Endorsements, guarantees or collateral directly or indirectly provided to the investees: None

  • 4) Financing directly or indirectly provided to the investees: None

  • 5) Other transactions that significantly impacted current period’s profit or loss or financial position: None

36. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. Specifically, the Group's reportable segments under IFRS 8 “Operating Segments” were as follows:

Memory products and wafer fabrication

IC design

The reported segments above were separated by the nature of the operation. The accounting policies adopted by the segments have no significant differences from summary of significant accounting policies stated in Note 4.

  • 65 -

a. Segment revenues and results

The following was an analysis of the Group's revenue and results from continuing operations by reportable segment.

Memory products and wafer
fabrication
IC design
Revenues from continuing
operations
Other income
Other gains and losses
Finance costs
Loss before tax (continuing
operations)
Segment total assets
Memory products and wafer
fabrication
IC design
Consolidated total assets
Segment Revenue
Three Months Ended March 31
2013
2012
$ 4,388,503
$ 5,125,260

16,286

18,216
$ 4,404,789
$ 5,143,476
March 31,
2013
December 31,
2012
$ 58,119,460
$ 61,639,280

1,383,518

691,408
$ 59,502,978
$ 62,330,688
Segment Revenue
Three Months Ended March 31
2013
2012
$ 4,388,503
$ 5,125,260

16,286

18,216
$ 4,404,789
$ 5,143,476
March 31,
2013
December 31,
2012
$ 58,119,460
$ 61,639,280

1,383,518

691,408
$ 59,502,978
$ 62,330,688
Segment Loss Segment Loss Segment Loss
Three Months Ended March 31





2013
$ 4,388,503


16,286

$ 4,404,789

March 31,
2013

$ 58,119,460


1,383,518

$ 59,502,978







2013
$ (1,928,221)


(168,042)

(2,096,263)
46,812
52,250

(87,171)

$ (2,084,372)

March 31,
2012
$ 65,499,416


1,198,040

$ 66,697,456
2012
$ (778,291)

(187,476)
(965,767)
47,461
(125,669)

(57,385)
$ (1,101,360)
January 1,
2012
$ 66,726,569

1,409,253
$ 68,135,822
  • b. Segment total assets

37. FIRST-TIME ADOPTION OF IFRSs

  • a. Basis of the preparation for financial information under IFRSs

The Group’s condensed consolidated financial statements for the three months ended March 31, 2013 were the first IFRS interim financial statements. The Group not only follows the significant accounting policies stated in Note 4 but also applies the requirements under IFRS 1 “First-time Adoption of IFRS” as the basis for the preparation.

  • 66 -

b. Effects of transition to IFRSs

After transition to IFRSs, the effect on the Group’s consolidated balance sheets and consolidated statements of comprehensive income is stated as follows:

  • 1) Reconciliation of consolidated balance sheet as of January 1, 2012
ROC GAAP Amount
$ 19,727,097
2,889,463
918,063
121,198
6,468,003
133,299
23,005

474,940

30,755,068
39,357
879,392
154,491

1,073,240

35,206,707


172,068
290,125
419,899
164,177

42,551

916,752
$ 68,123,835
$ 1,800,488
2,154,754
82,244
348,966
2,189,183
530,775
875,833
1,527,718

85,504

9,595,465

16,078,719
360,234

3,661

363,895

26,038,079
33,847,486
349,925
2,407,003
5,085,609
432,095
Effect of Transit ion to IFRSs
Presentation
Difference
$ -
11,987
-
-
-
(133,299 )
-

543

(120,769)
-
-
-

-

290,125


(23,593)
(290,125 )
133,299
-

23,050

(133,776)
$ 11,987
$ -
-
-
-
-
-
-
-

11,987

11,987

-
-

-

-

11,987
-
-
-
-
-
IFRSs
Amount
Item
Note
Current assets
$ 19,727,097
Cash and cash equivalents
2,901,450
Notes receivable and trade
receivables, net
a)
918,063
Receivables from related
parties, net
121,198
Other receivables
6,468,003
Inventories
-
-
b)
23,005
Other financial assets -
current

475,483
Other current assets
c)

30,634,299
Total current assets
Long-term investments
39,357
Financial assets at fair
value through profit or
loss - non-current
879,392
Available-for-sale
financial assets -
non-current
154,491

Financial assets measured
at cost - non-current
1,073,240

Total long-term
investments
35,496,832

Property, plant and
equipment
d)

148,475
Intangible assets
c), e)
Other assets
-
-
d)
553,198
Deferred tax assets
b)
164,177
Other financial assets -
non-current

65,601
Other non-current assets
c), e)

782,976
Total other assets
$ 68,135,822
Total
Current liabilities
$ 1,800,488
Short-term borrowings
2,154,754
Notes payable and trade
payables
82,244
Payables to related parties
348,966
Current tax liabilities
2,189,183
Other payables
530,775
Salary and bonus payable
875,833
Payable for purchase of
equipment
1,527,718
Current portion of
long-term borrowings

161,458
Other current liabilities
a), g)

9,671,419
Total current liabilities

16,078,719
Total long-term liabilities
Other liabilities
622,566
Accrued pension cost
h)

3,661
Others

626,227
Total other liabilities

26,376,365
Total liabilities
Equity
33,847,486
Ordinary shares
346,489
Capital surplus
f)
2,407,003
Legal reserve
4,776,572
Unappropriated earnings
g), h), i)
432,095
Unrealized gains on
available-for-sale
financial instruments
(Continued)
















Recognition
and
Measurement
Difference
$ -

-
-
-
-
-
-

-


-

-
-
-


-


-



-

-
-
-

-


-

$ -

$ -

-
-
-
-
-
-
-

63,967


63,967


-

262,332

-


262,332


326,299

-
(3,436 )
-
(309,037 )
-
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
Restricted assets - current
Other current assets

Total current assets

Long-term investments
Financial assets at fair
value through profit or
loss - non-current
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
Idle assets, net
Deferred income tax
assets - non-current
Restricted assets -
non-current
Other assets - other

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

Shareholders' equity
Capital stock
Capital surplus
Legal capital reserve
Unappropriated earnings
Unrealized gains on
financial instruments
















  • 67 -
ROC GAAP Amount
$ (29,881 )

(142,365)
41,949,872

135,884

42,085,756
$ 68,123,835
Effect of Transit ion to IFRSs
Presentation
Difference
$ -

-
-

-

-
$ 11,987
IFRSs
Amount
Item
Note
$ (30,048 )
Exchange differences on
translating foreign
operations
g)

(159,061)
Treasury shares
i)
41,620,536
Equity attributable to
owners of the company

138,921
Non-controlling interests
f), g), h)

41,759,457
Total equity
$ 68,135,822
Total




Recognition
and
Measurement
Difference
$ (167 )


(16,696)

(329,336 )

3,037


(326,299)

$ -
Item
Cumulative translation
adjustments

Treasury stock

Total equity attributable to
shareholders of the
parent
Minority interests

Total shareholders' equity

Total




(Concluded)

2) Reconciliation of consolidated balance sheet as of March 31, 2012

ROC GAAP Amount
$ 18,973,510
2,614,359
520,590
151,042
7,337,817
368,450
22,914

652,126

30,640,808
1,084,361
134,058

1,218,419

33,828,675


330,389
282,794
179,100
164,177

38,507

664,578
$ 66,682,869
$ 125,465
1,853,825
87,128
343,175
1,804,780
530,775
542,236
1,979,718

110,979

7,378,081

17,712,852
Effect of Transit ion to IFRSs
Presentation
Difference
$ -
14,587
-
-
-
(368,450 )
-

530

(353,333)
-
-

-

282,794


(22,823)
(282,794 )
368,450
-

22,293

107,949
$ 14,587
$ -
-
-
-
-
-
-
-

14,587

14,587

-
IFRSs
Amount
Item
Note
Current assets
$ 18,973,510
Cash and cash equivalents
2,628,946
Notes receivable and trade
receivables, net
a)
520,590
Receivables from related
parties, net
151,042
Other receivables
7,337,817
Inventories
-
-
b)
22,914
Other financial assets -
current

652,656
Other current assets
c)

30,287,475
Total current assets
Long-term investments
1,084,361
Available-for-sale
financial assets -
non-current
134,058

Financial assets measured
at cost - non-current
1,218,419

Total long-term
investments
34,111,469

Property, plant and
equipment
d)

307,566
Intangible assets
c), e)
Other assets
-
-
d)
547,550
Deferred tax assets
b)
164,177
Other financial assets -
non-current

60,800
Other non-current assets
c), e)

772,527
Total other assets
$ 66,697,456
Total
Current liabilities
$ 125,465
Short-term borrowings
1,853,825
Notes payable and trade
payables
87,128
Payables to related parties
343,175
Current tax liabilities
1,804,780
Other payables
530,775
Salary and bonus payable
542,236
Payable for purchase of
equipment
1,979,718
Current portion of
long-term borrowings

185,266
Other current liabilities
a), g)

7,452,368
Total current liabilities

17,712,852
Total long-term liabilities
(Continued)













Recognition
and
Measurement
Difference
$ -

-
-
-
-
-
-

-


-

-
-


-


-



-

-
-
-

-


-

$ -

$ -

-
-
-
-
-
-
-

59,700


59,700


-
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
Restricted assets - current
Other current assets

Total current assets

Long-term investments
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
Idle assets, net
Deferred income tax
assets - non-current
Restricted assets -
non-current
Other assets - other

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
employee directors and
supervisors
Payables for equipment
Current portion of
long-term bank loans
Other current liabilities

Total current liabilities

Total long-term liabilities













  • 68 -
ROC GAAP Amount
$ 379,803

3,999

383,802

25,474,735
33,921,967
346,450
2,407,003
3,994,375
641,767
(74,531 )

(142,365)
41,094,666

113,468

41,208,134
$ 66,682,869
Effect of Transit ion to IFRSs
Presentation
Difference
$ -

-

-

14,587
-
-
-
-
-
-

-
-

-

-
$ 14,587
IFRSs
Amount
Item
Note
Other liabilities
$ 640,227
Accrued pension cost
h)

3,999
Others

644,226
Total other liabilities

25,809,446
Total liabilities
Equity
33,921,967
Ordinary shares
342,766
Capital surplus
f)
2,407,003
Legal reserve
3,691,310
Unappropriated earnings
g), h), i)
641,767
Unrealized gains on
available-for-sale
financial instruments
(74,495 )
Exchange differences on
translating foreign
operations
g)

(159,061)
Treasury shares
i)
40,771,257
Equity attributable to
owners of the company

116,753
Non-controlling interests
f), g), h)

40,888,010
Total equity
$ 66,697,456
Total







Recognition
and
Measurement
Difference
$ 260,424


-


260,424


320,124

-
(3,684 )
-
(303,065 )
-
36

(16,696)

(323,409 )

3,285


(320,124)

$ -
Item
Other liabilities
Accrued pension cost

Others

Total other liabilities

Total liabilities

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

Total equity attributable to
shareholders of the
parent
Minority interests

Total shareholders' equity

Total







(Concluded)

3) Reconciliation of consolidated balance sheet as of December 31, 2012

ROC GAAP Amount
$ 19,096,662
6,199
2,900,918
427,453
106,203
6,859,892
231,541
47,105

478,869

30,154,842
888,685
97,862
29,040

1,015,587

29,605,488


375,243
278,290
678,302
164,177

47,697

1,168,466
$ 62,319,626
Effect of Transit ion to IFRSs
Presentation
Difference
$ -
-
11,062
-
-
-
(231,541 )
-

523

(219,956)
-
-
-

-

278,290


(14,307)
(278,290 )
231,541
-

13,784

(32,965)
$ 11,062
IFRSs
Amount
Item
Note
Current assets
$ 19,096,662
Cash and cash equivalents
6,199
Financial assets at fair
value through profit or
loss - current
2,911,980
Notes receivable and trade
receivables, net
a)
427,453
Receivables from related
parties, net
106,203
Other receivables
6,859,892
Inventories
-
-
b)
47,105
Other financial assets -
current

479,392
Other current assets
c)

29,934,886
Total current assets
Long-term investments
888,685
Available-for-sale
financial assets -
non-current
97,862
Financial assets measured
at cost - non-current
29,040

Prepayments for
investment
1,015,587

Total long-term
investments
29,883,778

Property, plant and
equipment
d)

360,936
Intangible assets
c), e)
Other assets
-
-
d)
909,843
Deferred tax assets
b)
164,177
Other financial assets -
non-current

61,481
Other non-current assets
c), e)

1,135,501
Total other assets
$ 62,330,688
Total
(Continued)









Recognition
and
Measurement
Difference
$ -

-
-
-
-
-
-
-

-


-

-
-
-


-


-



-

-
-
-

-


-

$ -
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
Restricted assets - current
Other current assets

Total current assets

Long-term investments
Available-for-sale
financial assets -
non-current
Financial assets carried at
cost - non-current
Prepayments for
investment

Total long-term
investments

Net property, plant and
equipment

Net intangible assets

Other assets
Idle assets, net
Deferred income tax
assets - non-current
Restricted assets -
non-current
Other assets - other

Total other assets

Total









  • 69 -

=

ROC GAAP Amount
$ 88,406
1,834,141
136,005
339,661
2,632,380
394,986
5,233,718

99,347

10,758,644

15,799,897
462,774

1,694

464,468

27,023,009
35,214,623
348,123
2,695,275
(3,220,362 )
448,981
(102,918 )

(142,365)
35,241,357

55,260

35,296,617
$ 62,319,626
Effect of Transiti on to IFRSs
Presentation
Difference
$ -
-
-
-
-
-
-

11,062

11,062

-
-

-

-

11,062
-
-
-
-
-
-

-
-

-

-
$ 11,062
IFRSs
Amount
Item
Note
Current liabilities
$ 88,406
Short-term borrowings
1,834,141
Notes payable and trade
payables
136,005
Payables to related parties
339,661
Current tax liabilities
2,632,380
Other payables
394,986
Payable for purchase of
equipment
5,233,718
Current portion of
long-term borrowings

180,982
Other current liabilities
a), g)

10,840,279
Total current liabilities

15,799,897
Total long-term liabilities
Other liabilities
717,793
Accrued pension cost
h)

1,694
Others

719,487
Total other liabilities

27,359,663
Total liabilities
Equity
35,214,623
Ordinary shares
343,869
Capital surplus
f)
2,695,275
Legal reserve
(3,528,992 )
Unappropriated earnings
g), h), i)
448,981
Unrealized gains on
available-for-sale
financial instruments
(102,785 )
Exchange differences on
translating foreign
operations
g)

(159,061)
Treasury shares
i)
34,911,910
Equity attributable to
owners of the company

59,115
Non-controlling interests
f), g), h)

34,971,025
Total equity
$ 62,330,688
Total
(Concluded)










Recognition
and
Measurement
Difference
$ -

-
-
-
-
-
-

70,573


70,573


-

255,019

-


255,019


325,592

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

(16,696)

(329,447 )

3,855


(325,592)

$ -
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
Unappropriated earnings
Unrealized gains on
financial instruments
Cumulative translation
adjustments
Treasury stock

Total equity attributable to
shareholders of the
parent
Minority interests

Total shareholders' equity

Total










  • 4) Reconciliation of consolidated statement of comprehensive income for the three months ended March 31, 2012
ROC GAAP Amount
$ 5,143,476

4,396,894

746,582
279,844
389,106
1,054,845


1,723,795

(977,213)
41,530
5,474
1,182

5,931
54,117
Effect of Transiti on to IFRSs
Presentation
Difference
$ -

(5,734)

5,734
16
244
-


260

5,474
-
(5,474 )
-

-
(5,474 )
IFRSs
Amount
Item
Note
$ 5,143,476
Net operating revenue

4,388,306
Operating costs
g), h), j)

755,170
Gross profit
Operating expenses
279,115
Sales and marketing
expenses
g), h), j)
388,477
General and
administrative expenses
g), h), j)
1,053,345

Research and
development expenses
g), h), j)

1,720,937
Total operating expenses

(965,767)
Loss from operations
Non-operating income and
gains
41,530
Interest income
-
-
j)
1,182
Valuation gain on
financial assets at fair
value through profit or
loss

5,931
Others
48,643

Total non-operating
income and gains
(Continued)







Recognition
and
Measurement
Difference
$ -


(2,854)


2,854

(745 )
(873 )
(1,500 )



(3,118)


5,972

-
-
-

-

-

Item
Net sales

Cost of sales

Gross profit

Operating expenses
Sales and marketing
General and
administrative
Research and
development

Total operating expenses

Loss from operations

Non-operating income and
gains
Interest income
Gain on disposal of assets
Valuation gain on
financial assets, net
Others

Total non-operating
income and gains







  • 70 -
ROC GAAP Amount
$ 57,384
125,501

1,351
184,236

(1,107,332 )

(6,251)
$ (1,113,583)
Effect of Transiti on to IFRSs
Presentation
Difference
$ -
-

-
-

-

-
$ -
IFRSs
Amount
Item
Note
Non-operating expenses and
losses
$ 57,384
Interest expense
125,501
Foreign exchange losses,
net

1,351
Others
184,236

Total non-operating
expenses and losses
(1,101,360 )
Loss before income tax

(6,251)
Income tax benefit
(1,107,611)
Net loss
(44,522 )
Exchange differences on
translating foreign
operations
209,672

Unrealized gain on
available-for-sale
financial assets
165,150

Other comprehensive
income for the period, net
of tax
$ (942,461)
Total comprehensive loss for
the period




Recognition
and
Measurement
Difference
$ -

-

-

-


5,972

-

$ 5,972
Item
Non-operating expenses and
losses
Interest expense

Foreign exchange losses,
net
Others

Total non-operating
expenses and losses

Loss before income tax

Income tax benefit

Consolidated net loss








(Concluded)

  • 5) Reconciliation of consolidated statement of comprehensive income for the year ended December 31, 2012
ROC GAAP Amount
$ 24,228,738
21,684,781

2,543,957
1,176,455
1,718,845
4,972,689


7,867,989
(5,324,032)
166,316
62,455
60,825
17,172
6,199

64,287
377,254

302,953
161,829
155,480
6,583

5,685
632,530

(5,579,308 )

61,385
$ (5,517,923)
Effect of Transiti on to IFRSs
Presentation
Difference
$ -

139,698

(139,698)
(499 )
590
(1,481 )


(1,390)

(138,308)
-
-
-
(17,172 )
-

-
(17,172 )

-
-
(155,480 )
-

-
(155,480 )

-

-
$ -
IFRSs
Amount
Item
Note
$ 24,228,738
Net operating revenue
21,823,165
Operating costs
g), h), j)

2,405,573
Gross profit
Operating expenses
1,174,486
Sales and marketing
expenses
g), h), j)
1,720,759
General and
administrative expenses
g), h), j)
4,972,261

Research and
development expenses
g), h), j)

7,867,506
Total operating expenses
(5,461,933)
Loss from operations
Non-operating income and
gains
166,316
Interest income
62,455
Gain on disposal of
financial instruments,
net
60,825
Dividend income
-
-
j)
6,199
Valuation gain on
financial assets at fair
value through profit or
loss

64,287
Others
360,082

Total non-operating
income and gains
Non-operating expenses and
losses
302,953
Interest expense
161,829
Foreign exchange losses,
net
-
-
j)
6,583
Impairment losses

5,685
Others
477,050

Total non-operating
expenses and losses
(5,578,901 )
Loss before income tax

61,385
Income tax benefit
(5,517,516)
Net loss
(Continued)











Recognition
and
Measurement
Difference
$ -


(1,314)


1,314

(1,470 )
1,324
1,053



907


407

-
-
-
-
-

-

-


-
-
-
-

-

-


407

-

$ 407
Item
Net sales

Cost of sales

Gross profit

Operating expenses
Sales and marketing
General and
administrative
Research and
development

Total operating expenses

Loss from operations

Non-operating income and
gains
Interest income
Gain on disposal of
financial instruments,
net
Dividend income
Gain on disposal of assets
Valuation gain on
financial assets, net
Others

Total non-operating
income and gains

Non-operating expenses and
losses
Interest expense
Foreign exchange losses,
net
Loss on disposal of assets
Impairment losses
Others

Total non-operating
expenses and losses

Loss before income tax

Income tax benefit

Consolidated net loss












  • 71 -
ROC GAAP
Item
Amount
Effect of Transition to IFRSs
Recognition
and
Measurement
Presentation
Difference
Difference
IFRSs
Amount
Item
Note
$ (72,850 )
Exchange differences on
translating foreign
operations
16,886

Unrealized gain on
available-for-sale
financial assets
(55,964 )

Other comprehensive
income for the period, net
of tax
$ (5,573,480)
Total comprehensive loss for
the period
(Concluded)



  • 6) Exemptions from IFRS 1

IFRS 1 establishes the procedures for the Group’s first condensed consolidated financial statements prepared in accordance with IFRSs. According to IFRS 1, the Group is required to determine the accounting policies under IFRSs and retrospectively apply those accounting policies in its opening balance sheet at the date of transition to IFRSs, January 1, 2012; except for optional exemptions and mandatory exceptions to such retrospective application provided under IFRS 1. The major optional exemptions the Group adopted are summarized as follows:

a) Business combinations

The Group elected not to apply IFRS 3, “Business Combinations,” retrospectively to business combinations that occurred before the date of transition. Therefore, in the opening balance sheet, the amount of goodwill generated from past business combinations remains the same compared with the one under ROC GAAP as of December 31, 2011.

b) Share-based payment transactions

The Company elected to take the optional exemption from applying IFRS 2 “Share-based Payment” retrospectively for the shared-based payment transactions granted and vested before the date of transition.

  • c) Employee benefits

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

  • 7) Explanations of significant reconciling items in the transition to IFRSs

Material differences between the accounting policies under ROC GAAP and the accounting policies adopted under IFRSs were as follows:

  • a) 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 period the related revenue is recognized based on historical experience. Allowance for sales returns and others is recorded as a deduction in accounts receivable. Under IFRSs, 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.

  • 72 -

As of December 31, 2012, March 31, 2012 and January 1, 2012, the amounts reclassified from allowance for sales returns and others to provisions were NT$11,062 thousand, NT$14,587 thousand and NT$11,987 thousand, respectively.

b) 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 IFRSs, 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 noncurrent 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 noncurrent based on the expected length of time before it is realized or settled. Under IFRSs, a deferred tax asset or liability is classified as noncurrent asset or liability.

As of December 31, 2012, March 31, 2012 and January 1, 2012, the amounts reclassified from deferred income tax assets - current to deferred income tax assets - non-current were NT$231,541 thousand, NT$368,450 thousand and NT$133,299 thousand, respectively.

c) Reclassification of burgage

Under ROC GAAP, held burgage is classified under intangible assets. Under IFRSs, burgage is reclassified as lease prepayments in accordance with IAS No 17, “Leases”.

As of December 31, 2012, the amounts reclassified to lease prepayments - current (classified under other current assets) and lease prepayments - non-current (classified under other non-current assets) were NT$523 thousand and NT$22,477 thousand, respectively. As of March 31, 2012, the amounts reclassified to lease prepayments - current and lease prepayments - non-current were NT$530 thousand and NT$23,207 thousand, respectively. As of January 1, 2012, the amounts reclassified to lease prepayments - current and lease prepayments - non-current were NT$543 thousand and NT$23,920 thousand, respectively.

d) Reclassification of idle assets

Under ROC GAAP, idle assets are classified under other assets. After the adoption of IFRSs, idle assets are reclassified under property, plant and equipment in accordance with IAS No 16, “Property, Plant and Equipment”.

As of December 31, 2012, March 31, 2012 and January 1, 2012, the amounts reclassified from idle assets to property, plant and equipment were NT$278,290 thousand, NT$282,794 thousand and NT$290,125 thousand, respectively.

  • e) Reclassification of deferred assets

Under ROC GAAP, deferred assets are classified under other assets. Under IFRSs, deferred assets are reclassified under intangible assets.

As of December 31, 2012, March 31, 2012 and January 1, 2012, the amounts reclassified from deferred assets to intangible assets were NT$8,693 thousand, NT$914 thousand and NT$870 thousand, respectively.

  • 73 -

  • f) 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 equity attributable to shareholders of the parent in the consolidated financial statements. Under IFRSs, the equity not attributable, directly or indirectly, to a parent is non-controlling interest.

As of December 31, 2012, March 31, 2012 and January 1, 2012, the amounts reclassified to non-controlling interest were NT$4,254 thousand, NT$3,684 thousand and NT$3,436 thousand, respectively.

  • g) 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 IFRSs, accumulating compensated absences are recognized as salary expense when the employees render services that increase their entitlement to future compensated absences.

At the transition to IFRSs, the Company elected to recognize all the resulting accounting difference of compensated absences in retained earnings. As of December 31, 2012, March 31, 2012 and January 1, 2012, other current liabilities increased by NT$70,573 thousand, NT$59,700 thousand and NT$63,967 thousand, respectively; non-controlling interests all decreased by NT$630 thousand; cumulative translation adjustments increased by NT$133 thousand, NT$36 thousand and decreased by NT$167 thousand, respectively. For the year ended December 31, 2012, the cost of sales and operating expenses increased by NT$2,858 thousand and NT$4,048 thousand, respectively. For the three months ended March 31, 2012, cost of sales and operating expenses decreased by NT$1,819 thousand and NT$2,245 thousand, respectively.

  • h) 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. Transition to IFRSs, the Company is not subject to the transition requirements of IAS 19 “Employee Benefits.” Thus, unrecognized net transition obligation should be recognized immediately to unappropriated earnings.

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 to IFRSs, the Company decided to adopt the corridor approach continuously in accordance with IAS No. 19, “Employee Benefits,” and as its accounting policy.

  • 74 -

At the transition date, the Company performed actuarial valuation under IAS No. 19, “Employee Benefits,” and recognized the valuation difference directly to retained earnings under the requirement of IFRS 1, “First-time Adoption of International Financial Reporting Standards.” As of December 31, 2012, March 31, 2012 and January 1, 2012, accrued pension cost was adjusted for an increase of NT$255,019 thousand, NT$260,424 thousand and NT$262,332 thousand, respectively; non-controlling interest on all the dates adjusted for an increase of NT$231 thousand. Pension cost for the year ended December 31, 2012 was adjusted for a decrease in cost of sales of NT$4,172 thousand and a decrease in operating expenses of NT$3,141 thousand. Pension cost for the three months ended March 31, 2012 was also adjusted for a decrease in cost of sales of NT$1,035 thousand and a decrease in operating expenses of NT$873 thousand.

  • i) 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.

At the transition to IFRSs, 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, March 31, 2012 and January 1, 2012, the book value of treasury stock increased by NT$16,696 thousand on all dates.

  • j) The reclassification of line items in the consolidated statement of comprehensive loss

Under IFRSs, based on the nature of operating transactions, the Group reclassified net loss on disposal of property, plant and equipment of NT$138,308 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$1,390 thousand. For the three months ended March 31, 2012, the Group also reclassified net gain on disposal of property, plant and equipment of NT$5,474 thousand as a decrease in cost of sales of NT$5,734 thousand and an increase in operating expenses of NT$260 thousand.

  • 8) Material adjustments to the statement of cash flows

According to ROC GAAP, interest paid and received and dividends received are classified as operating activities while dividends paid are classified as financing activities. Additional disclosure is required for interest expenses when reporting cash flow using indirect method. However, under IAS 7“Statement of Cash Flows”, 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, investing or financing activities. Therefore, interests received by the Group of NT$39,606 thousand, for the three months ended March 31, 2012 were presented separately at the date of transition to IFRSs.

Except for the above differences, there are no other significant differences between ROC GAAP and IFRSs in the consolidated statement of cash flows.

  • 75 -

TABLE 1

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

MARKETABLE SECURITIES HELD MARCH 31, 2013

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

Holding Company Marketable Securities Type and Name Relationship with the Company Financial Statement Account March 31, 2013 March 31, 2013 Note
Shares/Units
(In Thousands)
Carrying Value Percentage of
Ownership
Market Value or
Net Asset Value
The Company
Macronix (BVI) Co., Ltd.
Stock
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.
Ardentec Corporation
United Industrial Gases Co., Ltd.
Zowie Technology Co., Ltd.
Aetas Technology Inc.
Honbond Venture Capital Co., Ltd.
Stock
New Trend Technology Inc.
Macronix Europe NV.
Macronix Pte Ltd.
Macronix (Hong Kong) Co., Ltd.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
The Company serves as member of
its board of directors
None
None
None
The Company serves as member of
its board of directors
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
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
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
100,000
223,300,000
-
-
21,153,675
50,322,240
51,127,000
34,021,160
34,551,224
6,065,343
105,981
145,850
4,972,500
25,850,000
999
174,000
89,700,000
$ 254,455

1,519,717

28,727

47,152

35,478

157,384

116,957

49,632

697,935

58,500

-

-

24,198
US$ 10,136,684
US$ 2,748,936
US$ 513,073
US$ 20,605,382
100.00
100.00
100.00
100.00
72.54
92.31
88.15
70.88
7.48
3.06
0.32
0.29
15.00
100.00
100.00
100.00
100.00
$ 254,455
1,519,717
62,301
47,152
35,475
970,477
117,241
49,631
697,935
131,599
321
(148)
22,757
US$ 22,561,647
US$ 2,748,936
US$ 513,024
US$ 20,605,381
Note 1
Note 1
Notes 1 and 3
Note 1
Note 1
Note 1
Note 1
Note 1
Note 2
Note 4
Note 4
Note 4
Note 4
Note 1
Note 1
Note 1
Note 1

(Continued)

  • 76 -
Holding Company Marketable Securities Type and Name Relationship with the Company Financial Statement Account March 31, 2013 March 31, 2013 Note
Shares/Units
**(In Thousands) **
Carrying Value Percentage of
Ownership
Market Value or
Net Asset Value
Macronix (Hong Kong) Co., Ltd.
Run Hong Investment, Ltd.
Hui Ying Investment, Ltd.
Infomax Communication Co.,
Ltd.
Infomax Holding Co., Ltd.
Infomax Holding Company
Limited
MoDioTek Co., Ltd.
Macronix (Asia) Limited
Chipbond Technology Corporation
Key ASIC Bhd
Tower Semiconductor Ltd.
Global Strategic Investment Fund
Stock
Macronix Microelectronics (Suzhou) Co., Ltd.
Stock
Magic Pixel Inc.
MoDioTek Co., Ltd.
Infomax Communication Co., Ltd.
Mxtran Inc.
Stock
MoDioTek Co., Ltd.
Macronix International Co., Ltd.
Raio Technology Co., Ltd.
Stock
Infomax Holding Co., Ltd.
Stock
Infomax Holding Company Limited
Stock
Infomax Communication (Suzhou) Co., Ltd.
Stock
Mosatek Co., Ltd.
Indirect subsidiary
None
None
None
None
Indirect subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
The Company
None
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Investments accounted for using
equity method
Available-for-sale financial assets -
non-current
Available-for-sale financial assets -
non-current
Available-for-sale financial assets -
non-current
Financial assets carried at cost -
non-current
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Available-for-sale financial assets -
non-current
Financial assets measured at cost -
non-current
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
800,000
1,088,319
26,924,500
584,893
1,000,000
-
1,410,980
2,395,200
2,742,506
2,894,000
2,395,200
3,899,382
738,189
6,620,000
29,982,500
-
3,090,000
US$ 1,589,654
US$ 2,459,437
US$ 1,087,947
US$ 4,117,647
US$ 220,000
US$ 10,415,103
$ 2,367

3,494

8,576

6,621

3,494
33,574

-

8,414
US$ 214,805
US$ 215,306
$ 5,281
100.00
0.18
3.34
1.57
2.52
100.00
4.84
4.99
5.03
4.99
4.99
0.11
10.86
100.00
100.00
100.00
100.00
US$ 1,589,654
US$ 2,459,437
US$ 1,087,947
US$ 4,117,647
US$ 779,008
US$ 10,415,103
$ 2,367
3,494
52,882
6,637
3,494
33,574
16,460
8,414
US$ 214,805
US$ 215,306
$ 5,281
Note 1
Note 2
Note 2
Note 2
Note 4
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 2
Note 4
Note 1
Note 1
Note 1
Note 1

(Continued)

  • 77 -
Holding Company Marketable Securities Type and Name Relationship with the Company Financial Statement Account March 31, 2013 March 31, 2013 Note
Shares/Units
**(In Thousands) **
Carrying Value Percentage of
Ownership
Market Value or
Net Asset Value
Mosatek Co., Ltd.
Mosatek (H.K) Company
Limited
Magic Pixel Inc.
Magic Pixel Inc.
Magic Pixel Holding Company
Limited
Mxtran Inc.
Mxtran Holding (Samoa) Co.,
Ltd.
Mxtran (H.K.) Holding Co.,
Limited
Stock
Mosatek (H.K) Company Limited
Stock
Modiotek (Suzhou) Co., Ltd.
Stock
Magic Pixel Inc.
Stock
Magic Pixel Holding Company Limited
Stock
Magic Pixel (Shen Zhen) Co., Ltd.
Stock
Mxtran Holding (Samoa) Co., Ltd.
Stock
Mxtran (H.K.) Holding Co., Limited
Maxtran Technology Co., Ltd.
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
Investments accounted for using
equity method
12,905,100
-
2,200,000
12,870,000
-
920,000
6,152,000
-
US$ 163,625
US$ 156,322
$ 4,529
US$ 78,530
US$ 70,768
$ 12,198
US$ 279,056
US$ 264,456
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
US$ 163,625
US$ 156,322
$ 4,580
US$ 78,530
US$ 70,768
$ 12,198
US$ 279,056
US$ 264,485
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1

Note 1: Recognized based on the unreviewed financial statements for the same period as the Company.

Note 2: The market value was based on the closing price as of March 31, 2013.

Note 3: The book value excluded $33,574 thousand, held by a subsidiary.

Note 4: The calculation is based upon the most recent financial statements available to the Company.

(Concluded)

  • 78 -

TABLE 2

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL THREE MONTHS ENDED MARCH 31, 2013

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

Company Name Related Party Nature of Relationship Transaction Details Transaction Details Transaction Details Non-arm’s Length
Transaction
Non-arm’s Length
Transaction
Notes/Accounts Payable or
Receivable
Notes/Accounts Payable or
Receivable
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
$ 864,540
645,346
105,960

164,910
US$ 21,998,175
US$ 3,576,514
20
15
2
11
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 35
Note 35
Note 35
Note 35
No material
difference
No material
difference
Note 35
Note 35
Note 35
Note 35

No material
difference

No material
difference
$ 265,715
367,029
50,538
-
US$ 12,305,448
US$ 1,906,626
9
11
2
11
100
100
-
-
-
-
-
-
  • 79 -

TABLE 3

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

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

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

Company Name Related Party Nature of Relationship Ending Balance Turnover Rate Overdue Overdue Amounts Received in
Subsequent Period
Allowance for
Doubtful Accounts
Amounts **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
$ 265,715
367,029
9.98 times
7.21 times
$ -
-
-
-
JPY
738,912 thousand
US$ 5,881 thousand
$ -
-
  • 80 -

TABLE 4

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES OVER WHICH THE COMPANY EXERCISES SIGNIFICANT INFLUENCE THREE MONTHS ENDED MARCH 31, 2013

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

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount Balance as of March 31, 2013 Balance as of March 31, 2013 Balance as of March 31, 2013 Net Income (Loss)
of the Investee
Investment
Income (Loss)
Recognized
Note
March 31, 2013 December 31, 2012
Shares
Percentage of
Ownership
Carrying Amount
The Company
Macronix (BVI) Co., Ltd.
Macronix (Hong Kong) Co., Ltd.
Run Hong Investment, Ltd.
Hui Ying Investment, Ltd.
Infomax Communication Co., Ltd.
Infomax Holding Co., Ltd.
Infomax Holding Company Limited
MoDioTek Co., Ltd.
Mosatek Co., Ltd.
Mosatek (H.K.) Company Limited
Magic Pixel Inc.
Magic Pixel Inc.
Magic Pixel Holding Company
Limited
Mxtran Inc.
Mxtran Holding (Samoa) Co., Ltd.
Mxtran (H.K.) Holding Co., Limited
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
Macronix Microelectronics (Suzhou) Co., Ltd.
Magic Pixel Inc.
MoDioTek Co., Ltd.
Infomax Communication Co., Ltd.
Mxtran Inc.
MoDioTek Co., Ltd.
Infomax Holding Co., Ltd.
Infomax Holding Company Limited
Infomax Communication (Suzhou) Co., Ltd.
Mosatek Co., Ltd.
Mosatek (H.K) Company Limited
Modiotek (Suzhou) Co., Ltd.
Magic Pixel Inc.
Magic Pixel Holding Company Limited
Magic Pixel (Shen Zhen) Co., Ltd.
Mxtran Holding (Samoa) Co., Ltd.
Mxtran (H.K.) Holding Co., Limited.
Maxtran Technology Co., Ltd.
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
China
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Samoa
Hong Kong
China
Samoa
Hong Kong
China
Samoa
Hong Kong
China
Samoa
Hong Kong
China
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
Fabless multimedia system on chip
IC design
After-sale service
After-sale service
Marketing
Investment holding company
Development of integrated circuit system and software
Fabless multimedia system on chip
Fabless multimedia system on chip
Baseband chip, analog baseband chip, and power management
chip
Fabless multimedia system on chip
Fabless multimedia system on chip
Investment holding company
Investment holding company
Technical support of Combi-SIM IC
Investment holding company
Investment holding company
Sales and technical support of mobile audio platform and
smart remote controller
Investment holding company
Investment holding company
Selling and technical support of fabless multimedia system on
chip
Investment holding company
Investment holding company
Technical support of Combi-SIM IC
$ 2,640
7,348,057
500,000
984,432
194,133
520,117
512,371
340,212
US$ 25,850,000
US$ 63,984
US$ 100,000
US$ 11,500,000
US$ 800,000
US$ 9,000,000
$ 17,286
25,452
28,879
29,279
25,452
205,610
US$ 2,900,000
US$ 2,550,000
$ 96,085
US$ 1,655,250
US$ 1,650,000
$ 69,468
US$ 1,650,000
US$ 850,000
$ 27,809
US$ 790,000
US$ 775,300
$ 2,640
7,348,057
500,000
984,432
194,133
520,117
512,371
340,212
US$ 25,850,000
US$ 63,984
US$ 100,000
US$ 11,500,000
US$ 800,000
US$ 9,000,000
$ 17,286
25,452
28,879
29,279
25,452
195,457
US$ 2,900,000
US$ 2,550,000
$ 91,644
US$ 1,655,250
US$ 1,650,000
$ 65,050
US$ 1,600,000
US$ 800,000
$ 27,809
US$ 790,000
US$ 775,300
100,000
223,300,000
-
-
21,153,675
50,322,240
51,127,000
34,021,160
25,850,000
999
174,000
89,700,000
800,000
-
1,410,980
2,395,200
2,742,506
2,894,000
2,395,200
6,620,000
29,982,500
-
3,090,000
12,905,100
-
2,200,000
12,870,000
-
920,000
6,152,000
-
100.00
100.00
100.00
100.00
72.54
92.31
88.15
70.88
100.00
100.00
100.00
100.00
100.00
100.00
4.84
4.99
5.03
4.99
4.99
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
$ 254,455
1,519,717
28,727
47,152
35,478
157,384
116,957
49,632
US$ 10,136,684
US$ 2,748,936
US$ 513,073
US$20,605,382
US$ 1,589,654
US$ 10,415,103
$ 2,367
3,494
8,576
6,621
3,494
8,414
US$ 214,805
US$ 215,306
$ 5,281
US$ 163,625
US$ 156,322
$ 4,529
US$ 78,530
US$ 70,768
$ 12,198
US$ 279,056
US$ 264,456
$ (3,015 )
(10,194 )
(1,458 )
(7,786 )
(32,965 )
(70,076 )
(23,597 )
(30,212 )
US$ (30 )
US$ 46,873
US$ 7,813
US$ (416,072 )
US$ 21,611
US$ (160,237 )
$ (32,965 )
(30,212 )
(70,076 )
(23,597 )
(30,212 )
(10,041 )
US$ 32,524
US$ 39,093
$ (5,093 )
US$ (21,578 )
US$ (21,578 )
$ (2,246 )
US$ (50,712 )
US$ (50,973 )
$ (1,889 )
US$ (63,667 )
US$ (63,668 )
$ (3,015 )

(10,194 )

(1,458 )

(7,786 )

(23,912 )

(64,687 )

(20,800 )

(21,413 )

Note

Note
Note

Note
Note

Note

Note

Note

Note

Note

Note

Note
Note
Note

Note

Note

Note

Note

Note

Note

Note

Note

Note

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

  • 81 -

TABLE 5

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

TRANSACTIONS AMONG CONSOLIDATED ENTITIES THREE MONTHS ENDED MARCH 31, 2013 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Transaction Subject Transaction Object Relation
(Note 1)
Transaction Summary
Account Amount Term of Transaction
(Note 5)
% to Total Assets or
Total Revenue
MXIC MXHK 2 Sales $645,346 Note 2 15
Notes receivable and trade receivables 367,029 1
MXE 2 Operatingexpenses 16,698 -
Tradepayables 116,930 -
MXA 1 Sales 105,960 Note 2 2
Operatingexpenses 38,523 1
Notes receivable and trade receivables 50,538 -
Tradepayables 56,841 -
Mxtran 1 Rental revenue 1,403 Note3 -
Other revenue(software,mold,etc.) 278 Note 4 -
MoDioTek 1 Rental revenue 1,398 Note3 -
MX Asia 2 Operatingexpenses 28,371 1
Tradepayables 14,947 -
INFOMAX 1 Rental revenue 1,895 Note3 -
MPI 1 Rental revenue 1,092 Note 3 -

Note 1: 1. Transaction was between the parent company and subsidiaries.

  1. Transaction was between the parent company and indirect subsidiaries.

Note 2: The sale price referred to the product price to end customer.

Note 3: The Company leased office to related parties and collected rental revenue according to the floor space per month.

Note 4: The Company had signed contract with related parties. The related transaction term was negotiated bilaterally, so there was no comparable basis.

Note 5: The transaction terms with related parties were 30 to 60 days after monthly closing and were similar to those with third parties.

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TABLE 6

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

INFORMATION ON INVESTMENT IN MAINLAND CHINA THREE MONTHS ENDED MARCH 31, 2013 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Investee Company Main Businesses and Products Main Businesses and Products Total Amount of
Paid-in Capital
(Note 3)
Method of
Investment
Accumulated Outflow
of Investment from
Taiwan as of
January 1, 2013
(Note 3)

Investment Flows

Investment Flows
Accumulated Outflow
of Investment from
Taiwan as of
March 31, 2013
(Note 3)

Percentage of
Ownership
(Note 6)
Investment Income
(Loss)
(Notes 4 and 6)
Carrying Amount as
of March 31, 2013
(Notes 3 and 7)
Accumulated Inward
Remittance of
Earnings as of
March 31, 2013
Outflow Inflow
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
Selling and technical support of fabless multimedia
system on chip
Technical support of Combi-SIM IC
RMB 63,995,690
$ 304,467
RMB 17,698,920
$ 84,205

RMB 11,634,750
$ 55,354
RMB 5,596,904
$ 26,628
RMB 5,000,000
$ 23,788
(Note 1)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
US$ 9,000,000
$ 268,425
US$ 2,550,000
$ 76,054
US$ 1,650,000
$ 49,211
US$ 800,000
$ 23,860
US$ 775,300
$ 23,123
US$ -
US$ -
US$ -
US$ 50,000
$ 1,491
US$ -
US$ -
US$ -
US$ -
US$ -
US$ -
US$ 9,000,000
$ 268,425
US$ 2,550,000
$ 76,054
US$ 1,650,000
$ 49,211
US$ 850,000
$ 25,351
US$ 775,300
$ 23,123
100.00%
97.34%
80.86%
77.38%
93.14%
US$ (160,237 )
$ (4,755 )
(Note 5)
US$ 38,053
$ 1,129
(Note 5)
US$ 17,448
$ 518
(Note 5)
US$ (39,443 )
$ (1,170 )
(Note 5)
US$ (59,299 )
NT$ (1,760 )
(Note 5)
US$ 10,415,103
$ 310,630
(Note 5)
US$ 209,579
$ 6,251
(Note 5)
US$ 126,402
$ 3,770
(Note 5)
US$ 54,760
$ 1,633
(Note 5)
US$ 246,315
NT$ 7,346
(Note 5)
US$ -
US$ -
US$ -
US$ -
US$ -
Accumulated Investment in Mainland China as of
March 31, 2013
Investment Amount Authorized by the Investment
Commission, MOEA
Upper Limit on Investment
US$ 15,625,300
$ 466,025
(Note 3)
US$ 18,725,300
$ 558,482
(Note 3)
$ 19,750,737

Note 1: The Company invested in a company located in Mainland China indirectly through an existing company in a third country.

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

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

Note 4: The foreign currency amount is converted into New Taiwan dollars based on the average exchange rate of the three months ended March 31, 2013.

Note 5: The investment gain (loss) and long-term investment balance were recognized based on the unreviewed financial statements during the same period.

Note 6: The percentage of ownership is based on the total holding percentage owned by the Company and its subsidiaries.

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