Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Macronix Interim / Quarterly Report 2012

Jun 26, 2013

52013_rns_2013-06-26_5c34b2cb-3468-47ba-872e-5e131a01ecb5.pdf

Interim / Quarterly Report

Open in viewer

Opens in your device viewer

Macronix International Co., Ltd.

Financial Statements for the Six Months Ended June 30, 2012 and 2011 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

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

We have audited the accompanying balance sheets of Macronix International Co., Ltd. (the “Company”) as of June 30, 2012 and 2011 and the related statements of income, changes in shareholders’ equity and cash flows for the six months then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain investees in which the Company’s investments were accounted for using equity method. The financial statements of these investees were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such investees, is based solely on the reports of such other auditors. The carrying value of these equity-method investments as of June 30, 2012 and 2011 amounted to NT$856,689 thousand and NT$1,240,916 thousand, respectively. The related investment net loss for the six months ended June 30, 2012 and 2011 amounted to NT$309,654 thousand and NT$286,391 thousand, respectively.

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

In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Macronix International Co., Ltd. as of June 30, 2012 and 2011, and the results of its operations and its cash flows for the six months then ended in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, requirements of the Business Accounting Law and Guidelines Governing Business Accounting relevant to financial accounting standards, and accounting principles generally accepted in the Republic of China.

  • 1 -

We have also audited the consolidated financial statements of Macronix International Co., Ltd. and subsidiaries as of and for the six months ended June 30, 2012 and 2011, and have expressed an unqualified opinion with an explanatory paragraph in our report dated August 22, 2012.

August 22, 2012

Notice to Readers

The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

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

  • 2 -

MACRONIX INTERNATIONAL CO., LTD.

BALANCE SHEETS JUNE 30, 2012 AND 2011

(In Thousands of New Taiwan Dollars, Except Par Value)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 2 and 4)
Financial assets at fair value through profit or loss - current
(Notes 2, 5 and 24)
Notes and accounts receivable, net (Notes 2, 3 and 6)
Receivables from related parties, net (Notes 2, 3 and 21)
Other receivables, net (Notes 2 and 21)
Inventories (Notes 2 and 7)
Deferred income tax assets - current (Notes 2 and 19)
Other current assets
Total current assets
LONG-TERM INVESTMENTS (Notes 2, 8, 9, 10 and 24)
Investments accounted for using equity method
Available-for-sale financial assets - noncurrent
Financial assets carried at cost - noncurrent
Total long-term investments
PROPERTY, PLANT AND EQUIPMENT (Notes 2, 11 and 22)
Cost
Land
Buildings and structures
Machinery equipment
Research and development equipment
Transportation equipment
Leasehold improvements
Miscellaneous equipment
Less: Accumulated depreciation
Construction in progress and prepayments for equipment
Net property, plant and equipment
INTANGIBLE ASSETS (Note 2)
Software, net
Deferred charges, net
Net intangible assets
OTHER ASSETS
Deferred income tax assets - noncurrent (Notes 2 and 19)
Restricted assets-noncurrent (Note 22)
Other assets
Total other assets
TOTAL
2012 2011
Amount
%
$ 18,733,560
28
-
-
2,974,167
5
981,373
2
145,292
-
5,410,304
8
216,054
-

640,005

1
29,100,755

44
3,223,345
5
870,482
1

159,556

-

4,253,383

6
598,076
1
20,821,297
31
64,446,409
97
1,698,094
3
26,677
-
2,419
-

934,970

2
88,527,942
134
68,913,494
104
12,723,922

19
32,338,370

49
58,633
-

9,518

-

68,151

-
434,007
1
85,963
-

33,777

-

553,747

1
$ 66,314,406
100
Amount
%
$ 16,216,151
25
3,981
-
2,925,675
4
1,043,734
1
81,703
-
7,638,388
12
463,209
1

487,050

1
28,859,891

44
2,725,139
4
679,057
1

98,056

-

3,502,252

5
598,076
1
21,774,372
33
76,495,069
117
5,795,682
9
29,111
-
2,419
-

997,035

2
105,691,764
162
75,125,733
115

1,712,874

3
32,278,905

50
269,521
1

494

-

270,015

1
58,730
-
164,177
-

24,020

-

246,927

-
$ 65,157,990
100



















LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Short-term bank loans (Note 12)
Notes and accounts payable
Payables to related parties (Note 21)
Income tax payable (Notes 2 and 19)
Accrued expenses
Accrued bonuses to employees, directors and supervisors (Notes 2
and 15)
Payables for equipment
Current portion of long-term bank loans (Notes 13, 22 and 24)
Other current liabilities
Total current liabilities
LONG-TERM LIABILITIES
Long-term bank loans, net of current portion (Notes 13, 22 and 24)
Long-term notes payable
Total long-term liabilities
OTHER LIABILITIES
Accrued pension cost (Notes 2 and 14)
Others
Total other liabilities
Total liabilities
SHAREHOLDERS' EQUITY (Notes 2, 15, 16 and 17)
Capital stock, $10 par value
Authorized - 6,550,000 thousand shares
Issued - 3,392,302 thousand shares in 2012 and 3,381,545 thousand
shares in 2011
Stock dividends to be distributed
Capital surplus
Treasury stock transactions
Donation
Long-term investments
Employee stock options
Retained earnings
Legal capital reserve
Unappropriated earnings (Accumulated deficit)
Other adjustments
Unrealized gains on financial instruments
Cumulative translation adjustments
Treasury stock (at cost) - 3,757 thousand shares
Total shareholders' equity
TOTAL
2012 2011
Amount
%
$ 215,173
-
2,062,710
3
183,414
-
54,672
-
1,821,259
3
506,621
1
556,745
1
3,607,718
6

1,400,873

2
10,409,185

16
16,067,756
25

-

-
16,067,756

25
399,078
-

1,373

-

400,451

-
26,877,392

41
33,923,020
52
1,288,408
2
25,075
-
37
-
3,793
-
317,601
1
2,695,275
4
(259,617)
-
487,439
-
(58,068)
-

(142,365)

-
38,280,598

59
$ 65,157,990
100



















Amount
%
$ 4,727,712
7
1,793,150
3
149,881
-
120,630
-
1,587,463
3
1,430,337
2
1,454,070
2
68,384
-

5,811,607

9
17,143,234

26
7,932,140
12

735

-

7,932,875

12
362,244
-

2,383

-

364,627

-
25,440,736

38
33,815,453
51
-
-
18,704
-
37
-
2,751
-
324,168
1
2,407,003
3
3,762,748
6
804,042
1
(118,871)
-

(142,365)

-
40,873,670

62
$ 66,314,406
100

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

(With Deloitte & Touche audit report dated August 22, 2012)

  • 3 -

MACRONIX INTERNATIONAL CO., LTD.

STATEMENTS OF INCOME SIX MONTHS ENDED JUNE 30, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

GROSS SALES
SALES RETURNS AND ALLOWANCES
NET SALES (Notes 2 and 21)
COST OF SALES (Notes 2, 7, 18 and 21)
GROSS PROFIT
REALIZED (UNREALIZED) INTERCOMPANY
PROFIT (Note 2)
REALIZED GROSS PROFIT
OPERATING EXPENSES (Notes 18 and 21)
Sales and marketing
General and administrative
Research and development
Total operating expenses
INCOME (LOSS) FROM OPERATION
NON-OPERATING INCOME AND GAINS
Interest income (Note 24)
Dividend income (Note 2)
Gain on disposal of assets (Note 2)
Valuation gain on financial assets (Notes 2 and 24)
Reversal of allowance for doubtful accounts
(Notes 2, 3 and 6)
Gain on disposal of financial instruments, net
(Note 2)
Others (Note 21)
Total non-operating income and gains
NON-OPERATING EXPENSES AND LOSSES
Equity in losses of equity-method investees, net
(Notes 2 and 8)
Interest expense (Notes 11 and 24)
Loss on disposal of assets (Note 2)
2012
Amount
%
$ 10,943,746

59,710
10,884,036
100

9,535,105
87
1,348,931
13

(1,279)

-

1,347,652
13
431,892
4
721,230
7

2,189,056
20

3,342,178
31

(1,994,526)
(18)
75,610
1
15,823
-
12,943
-
3,981
-
-
-
-
-

28,375

-

136,732

1
323,945
3
132,196
1
98,138
1
2011


















Amount
%
$ 12,921,787

36,522
12,885,265
100

7,979,093
62
4,906,172
38

7,810

-

4,913,982
38
412,096
3
756,512
6

1,863,227
14

3,031,835
23

1,882,147
15
57,296
1
18,196
-
9,508
-
-
-
34,567
-
252
-

29,327

-

149,146

1
171,450
2
3,399
-
-
-
(Continued)
  • 4 -

MACRONIX INTERNATIONAL CO., LTD.

STATEMENTS OF INCOME SIX MONTHS ENDED JUNE 30, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

Foreign exchange loss, net (Note 2)
Loss on disposal of financial instruments, net
(Notes 2 and 5)
Others
Total non-operating expenses and losses
INCOME (LOSS) BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 2 and 19)
NET INCOME (LOSS)
EARNINGS (LOSS) PER SHARE (Note 20)
Basic
Diluted
2012
Amount
%
$ 36,522
1
13,977
-

4,554

-

609,332

6
(2,467,126)
(23)

13,012

-
$ (2,480,138)
(23)
2012
Before
Income
Tax
After
Income
Tax
$ (0.70)
$ (0.71)
$ (0.70)
$ (0.71)
2011 2011








Amount
%
$ 12,241
-
-
-

1,807

-

188,897

2
1,842,396
14

265,014

2
$ 1,577,382
12
2011

Before
Income
Tax
$ (0.70)

$ (0.70)

Before
Income
Tax
$ 0.53

$ 0.52
After
Income
Tax
$ 0.45
$ 0.44

Certain pro forma information (after income tax) is shown as follows, based on the assumption that the Company’s stock held by subsidiaries is treated as an investment instead of treasury stock (Note 17):

NET INCOME (LOSS)

EARNINGS (LOSS) PER SHARE
Basic
Diluted
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche audit report dated August 22, 2012)
2012
$(2,480,138)

$(0.70)
$(0.70)
2011
$ 1,577,382
$0.45
$0.44
(Concluded)
  • 5 -

MACRONIX INTERNATIONAL CO., LTD.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY SIX MONTHS ENDED JUNE 30, 2012 AND 2011 (In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2012
Appropriations of prior year's earnings (Note 15)
Legal capital reserve
Cash dividends to shareholders - NT$0.38 per share
Stock dividends to shareholders - NT$0.38 per share
Issuance of stock on exercised stock options
Adjustment from changes in percentage of ownership in
investees
Net loss for the six months ended June 30, 2012
Valuation gain on available-for-sale financial assets
Equity in the valuation gain on available-for-sale financial
assets of equity-method investees
Translation adjustments

BALANCE, JUNE 30, 2012

BALANCE, JANUARY 1, 2011
Appropriations of prior year's earnings (Note 15)
Legal capital reserve
Cash dividends to shareholders - NT$1.70 per share
Issuance of stock on exercised stock options
Adjustment from changes in percentage of ownership in
investees
Net income for the six months ended June 30, 2011
Valuation loss on available-for-sale financial assets
Equity in the valuation loss on available-for-sale financial assets
of equity-method investees
Translation adjustments

BALANCE, JUNE 30, 2011
Capital Stock Capital Surplus Capital Surplus Retained Earnings Ot her Adjustments
Cumulative
Translation
Adjustments
Treasury Stock
$ (29,881 ) $ (142,365 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

(28,187)

-

$ (58,068)
$ (142,365)

$ (91,242 ) $ (142,365 )
-
-
-
-
-
-
-
-
-
-

-
-

-
-

(27,629)

-

$ (118,871)
$ (142,365)
Total
Shareholders'
Equity
$ 41,949,872
-
(1,288,408 )
-
71,758
357
(2,480,138 )
32,499
22,845

(28,187)
$ 38,280,598
$ 45,127,783
-
(5,735,395 )
180,689
(14,770 )
1,577,382
(154,113 )
(80,277 )

(27,629)
$ 40,873,670







Unappropriated
Earnings
Legal Capital
(Accumulated
Reserve
Deficit)
$ 2,407,003
$ 5,085,609

288,272
(288,272 )
-
(1,288,408 )
-
(1,288,408 )

-
-
-
-
-
(2,480,138 )
-
-
-
-

-

-

$ 2,695,275
$ (259,617)

$ 1,630,512
$ 8,714,773

776,491
(776,491 )
-
(5,735,395 )

-
-
-
(17,521 )
-
1,577,382
-
-
-
-

-

-

$ 2,407,003
$ 3,762,748
U












nrealized Gain
(Loss) on
Financial
Instruments
$ 432,095


-

-

-
-
-

-
32,499
22,845

-

$ 487,439

$ 1,038,432


-

-
-

-
-
(154,113 )
(80,277 )

-

$ 804,042




Shares
(In Thousands)
3,384,749

-
-
-
7,553
-
-
-
-

-


3,392,302

3,362,302

-
-
19,243
-
-
-
-

-


3,381,545
Aggregate

Par Value
$ 33,847,486

-
-
-
75,534
-
-
-
-

-

$ 33,923,020

$ 33,623,017

-
-
192,436
-
-
-
-

-

$ 33,815,453
Stock
Dividends to Be
Distributed
$ -

-
-
1,288,408
-
-
-
-
-

-

$ 1,288,408

$ -

-
-
-
-
-
-
-

-

$ -
Treasury Stock
Transactions
$ 25,075

-
-
-
-
-
-
-
-

-

$ 25,075

$ 18,704

-
-
-
-
-
-
-

-

$ 18,704
Donation
$ 37

-
-
-
-
-
-
-
-

-

$ 37

$ 37

-
-
-
-
-
-
-

-

$ 37
Long-term
Investments
$ 3,436

-
-
-
-
357
-
-
-

-

$ 3,793

$ -

-
-
-
2,751
-
-
-

-

$ 2,751
Employee
Stock Options
$ 321,377

-
-
-
(3,776 )
-
-
-
-

-

$ 317,601

$ 335,915

-
-
(11,747 )
-
-
-
-

-

$ 324,168

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

(With Deloitte & Touche audit report dated August 22, 2012)

  • 6 -

MACRONIX INTERNATIONAL CO., LTD.

STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2012 AND 2011 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation
Amortization
Provision (reversal of allowance) for doubtful accounts
Equity in losses of equity-method investees, net
Gain on disposal of financial instruments, net
Loss (gain) on disposal of assets, net
Unrealized (realized) intercompany profit
Deferred income taxes
Net changes in operating assets and liabilities:
Financial assets held for trading
Notes and accounts receivable
Receivables from related parties
Other receivables
Inventories
Other current assets
Notes and accounts payable
Payables to related parties
Income tax payable
Accrued expenses
Accrued bonuses to employees, directors and supervisors
Other current liabilities
Accrued pension cost

Net cash provided by (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets
Acquisitions of investments accounted for using equity method
Proceeds from return of capital by financial assets carried at cost
Acquisitions of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in intangible assets
Increase in restricted assets
Decrease in other assets

Net cash used in investing activities
2012
$ (2,480,138)

3,751,244
51,492
20,021
323,945
(229)
85,195
1,279
22,136
(3,981)
(534,677)
296,510
30,255
(1,239,599)
(79,993)
(73,783)
36,556
(280,463)
(251,427)
(24,154)
44,876

38,927


(266,008)

(150,000)
150,229
-
19,500
(1,590,180)
16,601
(250,432)
-

4,572


(1,799,710)
2011
$ 1,577,382
2,418,247
29,964
(34,567)
171,450
(252)
(9,508)
(7,810)
124,507
-
(878,525)
38,923
182,985
(1,588,358)
(211,704)
(76,931)
(7,845)
(531,955)
(285,300)
281,121
(3,493)

(2,259)

1,186,072
(250,000)
250,252
(113,892)
-
(9,316,588)
20,383
(9,063)
(83,256)

605

(9,501,559)
(Continued)
  • 7 -

MACRONIX INTERNATIONAL CO., LTD.

STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2012 AND 2011 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term bank loans

Increase in long-term bank loans
Repayment of long-term bank loans
Increase (decrease) in guarantee deposits
Proceeds from exercise of employee stock options

Net cash provided by financing activities

NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS, END OF PERIOD

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
Interest paid (excluding capitalized interest)

Income tax paid

NON-CASH INVESTING AND FINANCING ACTIVITIES
Amounts reclassified from fixed assets to deferred assets

Current portion of long-term bank loans

INVESTING ACTIVITIES AFFECTING BOTH CASH AND
NON-CASH ITEMS
Acquisitions of property, plant and equipment

Net decrease in payables to contractors and equipment suppliers

Cash paid
2012
$ (1,585,315)

2,170,000
(100,858)
(319)

71,758


555,266

(1,510,452)

17,726,603

$ 16,216,151

$ 139,795

$ 271,339

$ 25

$ 3,607,718

$ 1,277,152


313,028

$ 1,590,180
2011
$ 1,921,632
5,770,000
(2,177,045)
214

180,689

5,695,490
(2,619,997)

21,353,557
$ 18,733,560
$ 3,399
$ 672,462
$ 4,608
$ 68,384
$ 8,800,868

515,720
$ 9,316,588

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

(With Deloitte & Touche audit report dated August 22, 2012)

(Concluded)

  • 8 -

NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

MACRONIX INTERNATIONAL CO., LTD.

1. GENERAL

Macronix International Co., Ltd. (the “Company”), a Republic of China (ROC) corporation, was incorporated in the Hsinchu Science Park (HSP), Taiwan on December 9, 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) since May 1996 but delisted on October 29, 2007.

As of June 30, 2012 and 2011, the Company had 4,837 and 4,596 employees, respectively.

2. SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements have been prepared in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, Business Accounting Law, Guidelines Governing Business Accounting, and accounting principles generally accepted in the ROC.

For the convenience of readers, the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the ROC. 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 financial statements shall prevail.

The Company’s significant accounting policies are summarized as follows:

Foreign Currency

Non-derivative foreign-currency transactions are recorded in New Taiwan dollars at the rates of exchange in effect when the transactions occur. Exchange differences arising from settlement of foreign-currency assets and liabilities are recognized in profit or loss.

At the balance sheet date, foreign-currency monetary assets and liabilities are revalued using prevailing exchange rates and the exchange differences are recognized in profit or loss.

At the balance sheet date, foreign-currency nonmonetary assets (such as equity instruments) and liabilities that are measured at fair value are revalued using prevailing exchange rates, with the exchange differences treated as follows:

  • a. Recognized in shareholders’ equity if the changes in fair value are recognized in shareholders’ equity; b. Recognized in profit and loss if the changes in fair value is recognized in profit or loss.

Foreign-currency nonmonetary assets and liabilities that are carried at cost continue to be stated at exchange rates at trade dates.

  • 9 -

If the functional currency of an equity-method investee is a foreign currency, translation adjustments will result from the translation of the investee’s financial statements into the reporting currency of the Company. Such adjustments are accumulated and reported as a separate component of shareholders’ equity.

Accounting Estimation

Under above guidelines, law and principles, certain estimates and assumptions have been used for the allowance for doubtful accounts, allowance for sales returns and discounts, allowance for loss on inventories, depreciation of property, plant and equipment, depreciation of intangible asset, asset impairment, pension cost, income tax, bonuses to employees, directors and supervisors, etc. Actual results may differ from these estimates.

Classification of Current and Noncurrent Assets and Liabilities

Current assets include cash and cash equivalents, assets held for trading purposes, and those assets expected to be converted to cash and cash equivalent, sold or consumed within one year from the balance sheet date. All other assets such as property, plant and equipment and intangible assets are classified as noncurrent. Current liabilities are obligations incurred and expected to be settled within one year from the balance sheet date. Assets and liabilities that are not classified as current are noncurrent assets and liabilities, respectively.

Cash Equivalents

Cash equivalents, consisting of repurchase agreements collateralized by bonds, are highly liquid financial instruments with maturities of three months or less when acquired and with carrying amounts that approximate their fair values.

Financial Assets at Fair Value through Profit or Loss

Financial instruments classified as financial assets or financial liabilities at fair value through profit or loss (“FVTPL”) include financial assets or financial liabilities held for trading. The Company recognizes a financial asset or a financial liability on its balance sheet when the Company becomes a party to the contractual provisions of the financial instrument. A financial asset is derecognized when the obligation specified in the relevant contract is discharged, cancelled or expired.

Derivatives that do not meet the criteria for hedge accounting are treated as financial assets or liabilities held for trading. When the fair value is a positive amount, the derivative is treated as a financial asset; when the fair value is a negative amount, the derivative is treated as a financial liability.

At the balance sheet date, fair values of financial assets and financial liabilities with quoted prices in an active market are based on their quoted prices in an active market; for those financial assets and financial liabilities with no quoted prices, their fair values are determined using valuation techniques.

Available-for-sale Financial Assets

Available-for-sale financial assets are initially measured at fair value plus transaction costs that are directly attributable to the acquisition. At each balance sheet date subsequent to initial recognition, available-for-sale financial assets are remeasured at fair value, with changes in fair value recognized in equity until the financial assets are disposed of, at which time, the cumulative gain or loss previously recognized in equity is included in profit or loss for the period. All regular way purchases or sales of financial assets are recognized and derecognized on a settlement date basis.

Fair values of open-end mutual funds and publicly traded stocks are determined using the net assets value and the closing-price at the end of the period, respectively.

  • 10 -

Cash dividends are recognized as investment income upon resolution of shareholders of an investee but are accounted for as reductions to the original cost of investment if such dividends are declared on the earnings of the investee attributable to periods prior to the purchase of the investments. Stock dividends are recorded as an increase in the number of shares held and do not affect investment income. The cost per share is recalculated based on the new total number of shares.

If there is objective evidence which indicates that a financial asset is impaired, a loss is recognized. If, in a subsequent period, the amount of the impairment loss on equity securities decreases, the previously recognized impairment loss is reversed to the extent of the decrease and recorded as an adjustment to shareholders’ equity.

Financial Assets Carried at Cost

Investments without quoted market prices in an active market and whose fair value cannot be reliably measured, such as non-publicly traded stocks, are carried at their original cost. The accounting treatment for cash and stock dividend arising from financial assets carried at cost is the same as that for available-for-sale financial assets. If there is objective evidence of financial asset impairment, a loss is recognized. This impairment loss is irreversible.

Impairment of Accounts Receivable

An allowance for doubtful accounts is provided based on a review of the collectability of accounts receivable. The Company determines the amount of allowance for doubtful accounts by examining the aging analysis of outstanding accounts receivable and current trends in the credit quality of its customers as well as its internal credit policies.

As discussed in Note 3 to the financial statements, on January 1, 2011, the Company adopted the third-time revised Statement of Financial Accounting Standards (SFAS) No. 34, “Financial Instruments: Recognition and Measurement.” One of the main revisions is that the impairment of receivables originated by the Company should be covered by SFAS No. 34. Accounts receivable are assessed for impairment at the end of each reporting period and 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 accounts receivable, the estimated future cash flows of the asset have been affected. Objective evidence of impairment could include:

  • Significant financial difficulty of the debtor;

  • Accounts receivable becoming overdue; or

  • It becoming probable that the debtor will enter bankruptcy or financial re-organization.

The amount of the impairment loss recognized is the difference between the asset carrying amount and the present value of estimated future cash flows, discounted at the receivable’s original effective interest rate.

The carrying amount of the accounts receivable is reduced through the use of an allowance account. When accounts receivable are considered uncollectible, they are written off against the allowance account. Recoveries of amounts previously written off are credited to the allowance account. Changes in the carrying amount of the allowance account are recognized as bad debt in profit or loss.

Asset Impairment

If impairment of equity-method investments, property, plant and equipment and intangible assets are assessed on the balance sheet date and the carrying amount of an asset exceeds its recoverable amount, the excess is recognized as loss. If the recoverable amount increases in a future period, the subsequent reversal of the impairment loss is recognized as gain. However, the increased carrying amount of an asset due to reversal of an impairment loss should not exceed the carrying amount that would have been determined (net of depreciation and amortization), had no impairment loss been recognized for the asset in prior years.

  • 11 -

For long-term equity investments for which the Company has significant influence but with no control, the carrying amount (including goodwill) of each investment is compared with its own recoverable amount for the purpose of impairment testing.

Allowance for Sales Returns and Discounts

Allowance for sales returns and discounts is recognized on the basis of past experience and other relevant factors.

Inventories

Inventories consist of raw materials, supplies and spare parts, work-in-process, finished goods and merchandise. Inventories are stated at the lower of cost or net realizable value. Inventory write-downs are made item 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.

Investments Accounted for Using Equity Method

Investments in companies wherein the Company holds over 20% ownership or exercises significant influence over the operating and financial policy decisions are accounted for using equity method.

The acquisition cost is allocated to the assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition, and the acquisition cost in excess of the fair value of the identifiable net assets acquired is recognized as goodwill. Goodwill is not being amortized. The fair value of the net identifiable assets acquired in excess of the acquisition cost is used to reduce the fair value of each of the noncurrent assets acquired (except for financial assets other than investments accounted for using the equity method, noncurrent assets held for sale, deferred income tax assets, prepaid pension or other postretirement benefit) in proportion to the respective fair values of the noncurrent assets, with any excess recognized as an extraordinary gain.

When the Company subscribes for its investee’s newly issued shares at a percentage different from its percentage of ownership in the investee, the Company records the change in its equity in the investee’s net assets as an adjustment to investments, with a corresponding amount credited or charged to capital surplus. When the adjustment should be debited to capital surplus, but the capital surplus arising from long-term investments is insufficient, the shortage is debited to retained earnings.

Profits from downstream transactions with an equity-method investee are eliminated in proportion to the Company’s percentage of ownership in the investee; however, if the Company has control over the investee, all the profits are eliminated. Profits from upstream transactions with an equity-method investee are eliminated in proportion to the Company’s weighted average ownership percentage in the investee. Profits from side stream transactions with an equity-method investee are eliminated in proportion to the Company’s weighted average ownership percentage in the investee. Deferred profit will be recognized while it accrue.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Borrowing costs directly attributable to the acquisition or construction of property, plant and equipment are capitalized as part of the cost of those assets. Significant additions, renewals, betterments and interest expense incurred during the construction period are capitalized, while maintenance and repairs are expensed currently.

  • 12 -

Depreciation is calculated using the straight-line method over service lives which are initially estimated as follows: buildings and structures, 5 to 20 years; machinery equipment, 5 years; research and development equipment, 5 years; transportation equipment, 4 to 5 years; leasehold improvements, 5 years; miscellaneous equipment, 2 to 5 years. Property, plant and equipment still in use beyond their original estimated useful lives are further depreciated over their newly estimated useful lives.

Upon sale or disposal of property, plant and equipment, the related cost and accumulated depreciation are deducted from the corresponding accounts, with any gain or loss credited or charged to non-operating gains or losses in the period of sale or disposal.

Intangible Assets

Intangible assets consist of software and technology license fees, which are amortized using the straight-line method over 3 years or the contract term.

Research and Development

Expenditures on research activities and those related to development activities that do not meet the criteria for capitalization are charged to expense when incurred. Expenditures on development activities that meet the criteria for capitalization are recognized as intangible assets and amortized using the straight-line method over service lives.

Pension Costs

Pension cost under a defined benefit plan is determined by actuarial valuations. Contributions made under a defined contribution plan are recognized as pension cost during the period in which employees render services.

Income Tax

The Company applies inter-year allocation method for its income tax. Deferred income tax assets and liabilities are recognized for the tax effects of temporary differences, unused loss carryforward and unused tax credits. Valuation allowances are provided to the extent, if any, that it is more likely than not that deferred income tax assets will not be realized. A deferred tax asset or liability is classified as current or non-current in accordance with the classification of its related asset or liability. However, if a deferred tax asset or liability does not relate to an asset or liability in the financial statements, then it is classified as either current or non-current based on the expected length of time before it is realized or settled.

Any tax credits arising from purchases of machinery, equipment and technology, research and development expenditures, personnel training expenditures and investment in important technology-based enterprises are recognized using the flow-through method.

Adjustments of prior years’ tax liabilities are added to or deducted from the current period’s tax provision.

Income tax on unappropriated earnings at a rate of 10% is expensed in the year of shareholders’ approval to retain earnings which is the year subsequent to the year the earnings are generated.

Stock-based Compensation

Employee stock options granted or modified in the period from January 1, 2004 to December 31, 2007 are accounted for under the interpretations issued by the Accounting Research and Development Foundation (“ARDF”). The Company adopted the intrinsic value method, under which the compensation expense was recognized on a straight-line basis over the employee vesting period. Employee stock options that were granted or modified after December 31, 2007 are accounted for using fair value method in accordance with SFAS No. 39, “Accounting for Share-based Payment” (SFAS No. 39). The Company did not grant or modify any employee stock options since January 1, 2008.

  • 13 -

Bonuses to Employees, Directors and Supervisors

The Company adopted Interpretation 2007-052, “Accounting for Bonuses to Employees, Directors and Supervisors,” which requires companies to record bonuses paid to employees, directors and supervisors as expenses rather than as appropriations of earnings.

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 from the Company’s investment gains and adjusted under capital surplus - treasury stock transactions.

Revenue Recognition

Revenue from sales of goods is recognized when the Company has transferred to the buyer the significant risks and rewards of ownership of the goods, primarily upon shipment, because the earnings process has been completed and the economic benefits associated with the transaction have been realized or are realizable. The Company does not recognize sales revenue on materials delivered to subcontractors because this delivery does not involve a transfer of risks and rewards of materials ownership.

Sales prices are determined at fair value taking into account related sales discounts agreed on by the Company and its customers. Since the receivables from sales are collectible within one year and sales transactions are frequent, fair value of receivables is equivalent to the nominal amount of the cash to be received.

Royalties are recognized when:

  • a. It is probable that the economic benefits of a transaction will flow to the Company; and b. The revenue can be measured reliably.

Royalties are recognized on an accrual basis in accordance with the substance of the contract.

If a contract meets the recognition criteria for sales of goods and the following conditions, royalties are recognized at the time of sale:

  • a. The amount of the royalties is fixed or the royalties are nonrefundable;

  • b. The contract is noncancellable;

  • c. The contract permits the licensee to exploit the assigned rights freely; and

  • d. The licensor has no remaining obligations to perform.

3. ACCOUNTING CHANGES

Recognition and Measurement of Financial Instruments

On January 1, 2011, the Company prospectively adopted the newly revised Statement of Financial Accounting Standards (SFAS) No. 34, “Financial Instruments: Recognition and Measurement.” The main revisions include (1) finance lease receivables are now covered by SFAS No. 34; (2) the scope of the applicability of SFAS No. 34 to insurance contracts is amended; (3) loans and receivables originated by the Company are now covered by SFAS No. 34; (4) additional guidelines on impairment testing of financial assets carried at amortized cost when the debtor has financial difficulties and the terms of obligations have been modified; and (5) accounting treatment by a debtor for modifications in the terms of obligations. The adoption resulted in an increase of $34,567 thousand in net income and of $0.01 in basic EPS after income tax for the period ended June 30, 2011.

  • 14 -

Operating Segments

On January 1, 2011, the Company adopted the newly issued SFAS No. 41, “Operating Segments.” This statement supersedes SFAS No. 20, “Segment Reporting.” The statement requires identification and disclosure of operating segments on the basis of how the Company’s chief operating decision maker regularly reviews information in order to allocate resources and assess performance. This newly issued SFAS No. 41 did not have significant effect on the Company’s disclosure of operating segments.

4. CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS
Petty cash
Checking and savings accounts
Time deposits
Cash equivalents - repurchase agreements collateralized by bonds
June 30


2012
$ 70

765,872
15,400,000

50,209

$ 16,216,151
2011
$ 152
3,883,408
14,850,000

-
$ 18,733,560

5. FINANCIAL INSTRUMENTS AT FVTPL

Financial assets held for trading

Forward exchange contracts

June 30, 2012 $ 3,981

The Company did not enter into any forward exchange contracts during the six months ended June 30, 2011. The Company entered into forward exchange contracts during the six months ended June 30, 2012 to manage exposures due to exchange rate and interest rate fluctuations. The financial risk management objective of the Company is to minimize risks due to changes in fair value or cash flows. Outstanding forward exchange contracts as of June 30, 2012 were as follows:

Contract
Amount
Currency Maturity Date (In Thousands)
June 30, 2012
Sell JPY/NT$ 2012.07 JPY600,000/NT$230,118
Sell US$/NT$ 2012.07 US$6,000/NT$179,738

Net loss on financial assets held for trading for the six months ended June 30, 2012 was $10,225 thousand.

  • 15 -

6. NOTES AND ACCOUNTS RECEIVABLE

June 30
2012
2011
Notes receivable
$ 298
$ 13,071
Accounts receivable
2,955,111
2,971,374
Less:
Allowance for doubtful accounts
20,021
-
Allowance for sales returns and discounts

9,713

10,278

2,925,377

2,961,096
$ 2,925,675
$ 2,974,167
Movements of the allowance for doubtful accounts were as follows:
Six Months Ended June 30
2012
2011
Balance, beginning of period
$ -
$ 31,330
Provision (reversal of provision) for doubtful accounts

20,021
(31,330)
Balance, end of period
$ 20,021
$ -
Movements of the allowance for sales returns and discounts were as follows:
June 30 June 30



2012
2011
$ 298
$ 13,071
2,955,111
2,971,374
20,021
-

9,713

10,278

2,925,377

2,961,096
$ 2,925,675
$ 2,974,167
Six Months Ended June 30
2011
$ 31,330
(31,330)
$ -
Balance, beginning of period
Reversal of provision for sales returns and discounts
Balance, end of period
Six Months Ended June 30 Six Months Ended June 30


2012
$ 10,473


(760)

$ 9,713
2011
$ 12,980

(2,702)
$ 10,278

7. INVENTORIES

INVENTORIES
Finished goods and merchandise
Work in process
Raw materials
Supplies and spare parts
June 30


2012
$ 1,010,640

6,090,497
391,973

145,278

$ 7,638,388
2011
$ 706,411
4,227,750
319,883

156,260
$ 5,410,304

The allowance for inventory losses as of June 30, 2012 and 2011 were $1,054,028 thousand and $529,224 thousand, respectively.

The cost of inventories recognized as cost of goods sold for the six months ended June 30, 2012 and 2011 were $9,535,105 thousand and $7,979,093 thousand, respectively. The cost of goods sold for the six months ended June 30, 2012 and 2011 included $521,764 thousand and $169,346 thousand write-downs of inventories, respectively.

  • 16 -

8. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Macronix America Inc.
Macronix (BVI) Co., Ltd.
Hui Ying Investment, Ltd.
Run Hong Investment, Ltd.
Magic Pixel Inc.
MaxRise Inc.
Infomax Communication Co., Ltd.
Mxtran Inc.
MoDioTek Co., Ltd.
MXB Inc.
June 30 June 30 June 30
2012
% of
Carrying
Owner-
Amount
ship
$ 246,157
100.00
1,574,805
100.00
29,737
100.00
73,282
100.00
113,874
72.54
19,720
79.70
357,013
92.69
192,985
88.15
117,566
70.88

-
-
$ 2,725,139
2011




% of
Carrying
Owner-
Amount
ship
$ 234,924
100.00
1,611,743
100.00
25,434
100.00
110,157
100.00
28,032
30.81
90,722
79.70
632,689
92.69
294,992
88.15
194,481
70.88

171
50.00
$ 3,223,345

Investment income (loss) recognized under the equity method was as follows:

Macronix America Inc.
Macronix (BVI) Co., Ltd.
Hui Ying Investment, Ltd.
Run Hong Investment, Ltd.
Magic Pixel Inc.
MaxRise Inc.
Infomax Communication Co., Ltd.
Mxtran Inc.
MoDioTek Co., Ltd.
MXB Inc.
Six Months Ended June 30 Six Months Ended June 30



2012
$ 4,300

(18,714)
(2,917)
(17,335)
(53,139)
(31,579)
(111,561)

(50,457)
(42,543)

-

$ (323,945)
2011
$ 23,494
113,207
(2,652)
(19,083)
(23,888)
(34,525)
(134,970)
(52,029)
(40,979)

(25)
$ (171,450)

The investments accounted for using equity method and the related amounts of equity in earnings (losses) of equity-method investees for the six months ended June 30, 2012 and 2011 were determined based on the investees’ audited financial statements as of and for the same periods. The preparation of consolidated financial statements for the six months ended June 30, 2012 and 2011 included all subsidiaries.

9. AVAILABLE-FOR-SALE FINANCIAL ASSETS

AVAILABLE-FOR-SALE FINANCIAL ASSETS
Publicly traded stocks June 30
2012
$ 679,057
2011
$ 870,482
  • 17 -

10. FINANCIAL ASSETS CARRIED AT COST

FINANCIAL ASSETS CARRIED AT COST
Non-publicly traded stocks June 30
2012
$ 98,056
2011
$ 159,556

The above investments did not have quoted market prices in an active market and fair value could not be determined using established valuation techniques. Therefore, these equity securities were carried at cost.

11. PROPERTY, PLANT AND EQUIPMENT

Cost:
Land
Buildings and structures
Machinery equipment
Research and development equipment
Transportation equipment
Leasehold improvements
Miscellaneous equipment
Construction in progress and prepayments for
equipment
Accumulated depreciation:
Buildings and structures
Machinery equipment
Research and development equipment
Transportation equipment
Leasehold improvements
Miscellaneous equipment
Cost:
Land
Buildings and structures
Machinery equipment
Research and development equipment
Transportation equipment
Leasehold improvements
Miscellaneous equipment
Construction in progress and prepayments for
equipment
Accumulated depreciation:
Buildings and structures
Machinery equipment
Research and development equipment
Transportation equipment
Leasehold improvements
Miscellaneous equipment
Six Months Ended June 30, 2012 Six Months Ended June 30, 2012
Balance,
Beginning of
Period
$ 598,076
21,479,586
75,224,280
2,120,639
26,103
2,419
985,023

6,097,549

106,533,675
14,274,274
55,390,754
1,158,360
17,568
2,419
835,134
71,678,509
$ 34,855,166
Additions
Disposals
Reclassification
$ -
$ -
$ -
296,138
1,352
-
1,737,076
362,791
(103,496)
3,594,417
22,870
103,496
7,670
4,662
-
-
-
-
26,526
14,487
(27)

(4,384,675)

-

-

$ 1,277,152
$ 406,162
$ (27)
$ 602,180
$ 1,352
$ -
2,802,259
261,008
(20,126)
303,031
22,869
20,126
1,604
4,302
-
-
-
-
42,170
14,487
(2)
$ 3,751,244
$ 304,018
$ (2)
Six Months Ended June 30, 2011
Balance, End
of Period
$ 598,076
21,774,372
76,495,069
5,795,682
29,111
2,419
997,035

1,712,874
107,404,638
14,875,102
57,911,879
1,458,648
14,870
2,419
862,815
75,125,733
$ 32,278,905
Balance,
Beginning of
Period
$ 598,076
20,445,410
60,817,179
1,635,510
26,677
2,419
923,650

8,216,363

92,665,284
13,193,185
51,579,362
1,110,882
15,198
2,419
792,375
66,693,421
$ 25,971,863
Additions
$ -
398,414
3,684,256
161,547
-
-
49,092

4,507,559

$ 8,800,868
$ 541,858
1,760,611
72,931
1,523
-
41,324
$ 2,418,247
Disposals
Reclassification
$ -
$ -
22,527
-
138,759
83,733
15,230
(83,733)
-
-
-
-
30,209
(7,563)

-

-

$ 206,725
$ (7,563)
$ 22,526
$ -
127,253
76,049
15,231
(76,049)
-
-
-
-
30,209
(2,955)
$ 195,219
$ (2,955)
Balance, End
of Period
$ 598,076
20,821,297
64,446,409
1,698,094
26,677
2,419
934,970

12,723,922
101,251,864
13,712,517
53,288,769
1,092,533
16,721
2,419
800,535
68,913,494
$ 32,338,370
  • 18 -

Information on interest capitalization is summarized as follows:

Total interests
Capitalized interests
Capitalization rate
SHORT-TERM BANK LOANS
Letter of credit loan: Interest rates ranged 0.88% -1.30% in 2012
and 0.75% -1.43% in 2011
LONG-TERM BANK LOANS
Repayable semi-annually from December 2012 to December 2015,
with annual floating interest which ranged 1.54% -1.55% in 2012
and 1.29% -1.45% in 2011
Repayable according to an agreed loan payment term to maturity
date, with annual floating interest which ranged 1.54% -1.55% in
2012 and 1.35% -1.46% in 2011
Repayable semi-annually from March 2013 to September 2014, with
annual floating interest which ranged 1.81% -1.83%in 2012
Repayable quarterly from March 2013 to September 2014, with
annual floating interest at 1.65% in 2012
Repayable quarterly from March 2013 to March 2015, with annual
floating interest at 1.62% in 2012
Repayable semi-annually from March 2012 to September 2014, with
annual floating interest which ranged 1.81%-1.83% in 2012
Repayable monthly from May 2003 to April 2016, with annual
floating interest at 1.84% in 2012 and ranged 1.62%-1.76% in
2011
Repayable quarterly from September 2013 to September 2014, with
annual floating interest at 2.08% in 2012
Less - current portion
Six Months Ended June 30 Six Months Ended June 30
2012
2011
$ 156,683
$ 52,263
24,487
48,864
1.51%
1.41%
June 30
2012
2011
$ 215,173
$ 4,727,712
June 30



2012
$ 15,030,000

1,500,000
1,600,000
500,000
400,000
333,333
262,141

50,000

19,675,474

3,607,718

$ 16,067,756
2011
$ 6,170,000
1,500,000
-
-
-
-
330,524

-
8,000,524

68,384
$ 7,932,140

12. SHORT-TERM BANK LOANS

13. LONG-TERM BANK LOANS

For expansion of production capability and for long-term operation needs, the Company made a Syndicated Loan of $18 billion for 5 years, with Taiwan Cooperative Commercial Bank and other 14 financial organizations in September 2010. The line of credit has been used $16.53 billion as of June 30, 2012.

The loan agreement requires the maintenance of certain financial ratios based on semi-annual and annual consolidated financial statements. For the six months ended June 30, 2012, the Company had met the financial ratio requirements.

  • 19 -

The details of long-term loans pledged as collateral are shown in Note 22.

14. PENSION PLANS

The Company’s pension plan under the Labor Pension Act (the “LPA”) is a defined contribution plan. The rate of contribution by an employer to employees’ personal pension accounts should not be less than 6% of each employee’s monthly salary or wage. Such pension costs were $91,977 thousand and $85,989 thousand for the six months ended June 30, 2012 and 2011, respectively.

The Company’s pension plan under the Labor Standards Law is a defined benefit pension plan. Under this pension plan, an employee should receive a lump sum payment of retirement benefits equal to two base units for each year of service in the first 15 years, and one base unit for each year of service exceeding 15 years; the maximum is 45 units. Benefit payments are calculated on the basis of years of employment and the average monthly basic compensation for the last six months prior to retirement. The Company’s monthly contribution to the pension fund (the Fund) is at 2% of employee salaries. The Fund is deposited in the Bank of Taiwan, a government-designated custodian of pension funds, in the name of Company’s Pension Fund Administration Committee. The pension fund balances in BT as of June 30, 2012 and 2011 was $755,078 thousand and $752,439 thousand, respectively. The net periodic pension costs based on a defined benefit pension plan for the six months ended June 30, 2012 and 2011 were $10,901 thousand and $9,922 thousand, respectively.

The net periodic pension costs based on executive pension plan for the six months ended June 30, 2012 and 2011 were $42,424 thousand and $2,078 thousand, respectively.

15. SHAREHOLDERS’ EQUITY

Capital Surplus

The capital surplus from shares issued in excess of par (treasury stock transactions and employee stock 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 paid-in capital and once a year).

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

Retained Earnings Distribution and Dividends 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.

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 made in the form of stock dividend. Furthermore, with the approval of the shareholders at such meetings, the dividend and bonus may be held wholly or partially as retained earnings for distribution in future years.

  • 20 -

Employees eligible to receive stock dividends may include employees of affiliated companies if they meet the criteria set by the board of directors.

Due to the net loss for the six months ended June 30, 2012, there was no accrual for bonus to employees and remuneration to directors and supervisors. For the six months ended June 30, 2011, the accrued bonus to employees was $249,920 thousand, and the accrued remuneration to directors and supervisors was $28,520 thousand. The bonus to employees represented 16% of net income. The remuneration to directors and supervisors was 1.8% of net income. Material differences between such estimated amounts and the amounts proposed by the board of directors in the following year are adjusted for in the current year. If the actual amounts subsequently resolved by the shareholders differ from the proposed amounts, the differences are recorded in the year of shareholders’ resolution as a change in accounting estimate. If a share bonus is resolved to be distributed to employees, the number of shares is determined by dividing the amount of the share bonus by the closing price (after considering the effect of cash and stock dividends) of the shares of the day immediately preceding the shareholders’ meeting.

The Company no longer has supervisors since June 10, 2009. The required duties of supervisors are being fulfilled by the audit committee.

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 and 2010 had been approved in the shareholders’ meetings on June 6, 2012 and June 10, 2011, respectively. The appropriations and dividends per share were as follows:

Legal capital reserve
Cash dividends
Stock dividends
Appropriation of Earnings
For
Year 2010
$ 776,491
5,735,395

-
$ 6,511,886
Dividends Per Share
(NT$)


For
Year 2011
$ 288,272

1,288,408

1,288,408

$ 2,865,088
For
For
Year 2011 Year 2010
$0.38
$1.70
0.38
-

The above appropriation of stock dividends of $1,288,408 thousand from 2011 earnings to paid-in capital 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 of stock dividends was approved by the Securities and Futures Bureau of Financial Supervisory Commission, Executive Yuan on June 19, 2012. The ex-dividend date was designated on July 18, 2012 by the chairman.

  • 21 -

The bonus to employees and the remuneration to directors and supervisors for 2011 and 2010 were approved in the shareholders’ meeting on June 6, 2012 and June 10, 2011, respectively. The appropriations were as follows:

Amounts approved in shareholders’
meeting
Amounts recognized in respective
financial statements
For Year 2011
Remuneration
to Directors
Bonus to
and
Employees
Supervisors
$ 454,732
$ 51,889

477,847

52,928
$ (23,115)
$ (1,039)
For Year 2010




Remuneration
to Directors
Bonus to
and
Employees
Supervisors
$ 1,012,129
$ 139,768

1,008,689

140,527
$ 3,440
$ (759)

The differences between the approved amounts of the bonus to employees and the remuneration to directors and supervisors and the accrual amounts reflected in the financial statements for the years ended December 31, 2011 and 2010 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 six months ended June 30, 2012 and 2011, respectively.

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

16. EMPLOYEE STOCK OPTION PLANS

The Company has three employee stock option plans (“2004 Plan”, “2005 Plan” and “2007 Plan”) approved by the ROC. Securities and Futures Bureau (SFB) to grant options up to 200,000 thousand units, 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 vested at certain percentages subsequent to the second anniversary of 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. As stipulated in the plans, the exercise price and quantity are subject to adjustments for any changes in capital structure or cash dividends.

As of June 30, 2012, there were 105 thousand of employee stock options exercised for which 105 thousand common shares were issued but not yet officially registered with the Ministry of Economic Affairs, ROC.

Information with respect to the Company’s stock option plans were as follows:

Six months ended June 30, 2012
Balance, beginning of period
Options exercised
Options cancelled
Balance, end of period
2007 Plan
Number of
Outstanding
Weighted-
Stock
average
Option
Exercise
Rights
Price
49,794
$9.50
(7,553)
9.50

(65)
9.50
42,176
9.50
Unit: Option Numbers in Thousand and NT$ Per Share
2005 Plan
Number of
Outstanding
Weighted-
Stock
average
Option
Exercise
Rights
Price
37
$4.00
-
-

(37)
4.00

-
-
  • 22 -
Six months ended June 30, 2011
Balance, beginning of period
Options exercised
Options cancelled
Balance, end of period
2007 Plan
Number of
Outstanding
Weighted-
Stock
average
Option
Exercise
Rights
Price
68,334
$10.50
(14,596)
10.50

(318)
10.50
53,420
10.50
2005 Plan
Number of
Outstanding
Weighted-
Stock
average
Option
Exercise
Rights
Price
19,521
$5.90
(7,948)
5.90

(4)
5.90
11,569
5.90
2004 Plan
Number of
Outstanding
Weighted-
Stock
average
Option
Exercise
Rights
Price
40
$7.78
(11)
7.60

(29)
7.85

-
-

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

As of June 30, 2012, information about the Company’s outstanding and exercisable option was as follows:

Exercise
Price
(NT$/Per
Share)
$9.50
Options Issued on or After January 1, 2004
and Outstanding
Number
Outstanding
(Thousand)
Remaining
Contractual
Life (In Years)
Exercise Price
(NT$/Per
Share)
42,176
1.49
$9.50
Options Exercisable
Number
Exercisable
(Thousand)
Exercise Price
(NT$/Per
Share)
42,176
$9.50

No compensation cost was recognized under the intrinsic value method for the six months ended June 30, 2012 and 2011. 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 six months ended June 30, 2012 and 2011 would have been as follows:

Assumptions:
Risk-free interest rate
Expected life (in years)
Expected volatility
Expected dividend yield
Net income (loss):
Net income (loss) as reported
Pro forma net income (loss)
Earnings (Loss) per share (EPS (LPS), NT$):
Basic EPS (LPS) as reported
Pro forma basic EPS (LPS)
Diluted EPS (LPS) as reported
Pro forma diluted EPS (LPS)
Six Months Ended June 30
2012
2011
1.55%-2.54%
1.55%-2.54%
4.38
4.38
51.16%-57.50%
51.16%-57.50%
-
-
$ (2,480,138)
$ 1,577,382
$ (2,480,138)
$ 1,567,299
$(0.71)
$0.45
$(0.71)
$0.45
$(0.71)
$0.44
$(0.71)
$0.44
  • 23 -

17. TREASURY STOCK

As of June 30, 2012 and 2011, the information about the Company’s issued shares held by the subsidiary was as follows:


was as follows:
Shares Original
Company (Thousand) Carrying Value Market Value
June 30, 2012
Hui Ying Investment, Ltd. 3,757 $ 142,365 $ 35,200
June 30, 2011
Hui Ying Investment, Ltd. 3,757 $ 142,365 $ 66,118

The subsidiary holding the Company’s issued shares retain shareholders’ rights and privileges on these shares, except for the right to participate in the Company’s issuance of capital stock for cash and the right of vote.

18. LABOR COST, DEPRECIATION AND AMORTIZATION EXPENSES

Labor cost
Salary
Insurance
Pension
Others
Depreciation
Amortization
Six Months Ended June 30 Six Months Ended June 30 Six Months Ended June 30
2012 Total
$ 2,221,621
159,614
145,302

111,315
$ 2,637,852
$ 3,751,244
$ 51,492
2011




Classified
as Cost
of Sales
$ 1,174,544

102,519
62,396

66,638

$ 1,406,097

$ 3,288,031

$ 22,983
Classified as
Operating
Expenses
$ 1,047,077

57,095
82,906

44,677

$ 1,231,755

$ 463,213

$ 28,509




Classified
as Cost
of Sales
$ 1,284,477

93,443
58,251

63,392

$ 1,499,563

$ 2,204,696

$ 5,401
Classified as
Operating
Expenses
$ 1,088,090

51,767
39,738

37,126

$ 1,216,721

$ 213,551

$ 16,370
Total
$ 2,372,567
145,210
97,989

100,518
$ 2,716,284
$ 2,418,247
$ 21,771

19. INCOME TAX

  • a. A reconciliation of income tax expense based on “income (loss) before income tax” at statutory rate (17%) and income tax currently payable was as follows:
Income tax expense based on “income (loss) before income tax”
at statutory rate
Tax effect of the following:
Permanent differences
Temporary differences
Tax-exempt income
Additional tax at 10% on unappropriated earnings
Investment tax credits
Income tax currently payable
Six Months Ended June 30 Six Months Ended June 30


2012
$ (419,411)

50,310
(39,933)
-

5,191

(5,191)

$ (409,034)
2011
$ 313,207
52,533
(23,201)
(128,212)
127,131
(215,558)
$ 125,900
  • 24 -

b. Income tax expense consisted of the following:

Income tax currently payable
Adjustments for prior year’s tax
Net changes in deferred income tax assets:
Loss carryforward
Investment tax credits
Temporary differences
Other adjustment in valuation allowance
Income tax expense
Six Months Ended June 30 Six Months Ended June 30



2012
$ -

(9,124)
(409,034)
165,178
43,298

222,694

$ 13,012
2011
$ 125,900
14,607
-
215,558
21,833
(112,884)
$ 265,014

c. Net deferred income tax assets consisted of the following:

Current deferred income tax assets
Loss carryforward
Investment tax credits
Temporary differences
Valuation allowance
Non-current deferred income tax assets
Investment tax credits
Temporary differences
Valuation allowance
June 30 June 30







2012
$ 409,034

862,214

393,836

1,665,084
(1,201,875)

$ 463,209

$ 300,306


1,557,679

1,857,985
(1,799,255)

$ 58,730
2011
$ -
947,788

213,975
1,161,763

(945,709)
$ 216,054
$ 958,620

1,713,946
2,672,566
(2,238,559)
$ 434,007

As of June 30, 2012, the Company’s tax credits were as follows:

Regulatory Basis of
Tax Credits
Items
Income Tax Law
Loss carryforward

Statute for Upgrading
Purchase of machinery and

Industries
equipment


Research and development

expenditures

Total
Creditable
Amounts
$ 409,034

$ 74,397

30,295

7,349

$ 112,041

$ 503,772


544,176

$ 1,047,948
Remaining
Creditable
Expiry
Amounts
Year
$ 409,034
2023
$ 69,206
2012
30,295
2013

7,349
2014
$ 106,850
$ 503,772
2012

544,176
2013
$ 1,047,948

(Continued)

  • 25 -
Regulatory Basis of
Tax Credits
Items
Investments in important

technology-based

enterprises
Total
Creditable
Amounts
$ 4,000


3,722

$ 7,722
Remaining
Creditable
Expiry
Amounts
Year
$ 4,000
2013

3,722
2014
$ 7,722
(Concluded)

The Company’s profits attributable to the following expansion and construction projects were exempted from income tax:

Tax-exemption Period

Expansion of Construction Project in 2004 January 1, 2011 to January 31, 2014

The tax returns through 2008 have been assessed by the tax authorities. The Company disagreed with tae tax authorities’ assessment of its 2008 tax return and had applied for a re-examination. Nevertheless, the Company has provided for the income tax assessed appropriately by the tax authorities.

d. The integrated income tax information

The balance of imputation tax credits account
Unappropriated earnings generated before January 1, 1998

June 30 June 30
2012
$ 466,828

$ -
2011
$ 707,055
$ -

The actual tax creditable ratio for distribution of earnings of 2011 and 2010 earnings were 9.18% and 8.11%, respectively.

20. EARNINGS (LOSS) PER SHARE (EPS/LPS)

Six months ended June 30, 2012
Basic and diluted LPS
Loss for the period attributable to
common shareholders
Six months ended June 30, 2011
Basic EPS
Income for the period attributable to
common shareholders
Effect of dilutive potential common stock
Employee stock option
Bonus to employees
Diluted EPS
Income for the period attributable to
common shareholders plus effect of
potential dilutive common stock
Number of
Amounts (Numerator)
Shares
Before
After
(Denominator)
Income Tax
Income Tax
(In Thousands)
$ (2,467,126)
$ (2,480,138)
3,515,506
$ 1,842,396
$ 1,577,382
3,499,903
-
-
34,426
-
-
16,373
$ 1,842,396
$ 1,577,382
3,550,702
EPS (LPS) (NT$) EPS (LPS) (NT$)


Before
Income
Tax
$ (0.70)

$ 0.53

$ 0.52
After
Income
Tax
$ (0.71)
$ 0.45
$ 0.44


Before
Income Tax
$ (2,467,126)

$ 1,842,396

-
-
$ 1,842,396
  • 26 -

The ARDF issued Interpretation 2007-052 that requires companies to recognize bonuses paid to employees, directors and supervisors as compensation expenses beginning January 1, 2008. These bonuses were previously recorded as appropriations from earnings. If the Company may settle the bonus to employees by cash or shares, the Company should presume that the entire amount of the bonus will be settled in shares and the resulting potential shares should be included in the weighted average number of shares outstanding used in the calculation of diluted EPS, if the shares have a dilutive effect. The number of shares is estimated by dividing the entire amount of the bonus by the closing price of the shares at the balance sheet date. Such dilutive effect of the potential shares should be included in the calculation of diluted EPS until the shareholders resolve the number of shares to be distributed to employees at their meeting in the following year. The bonus to employees, which had no dilutive effect on the basic loss per share of the Company was not included in the calculation of diluted loss per share for the six months ended June 30, 2012.

As disclosed in Note 16 to the financial statements, the Company uses treasury stock method, according to SFAS No. 24 “Earnings per Share”, to determine whether the employee stock options 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 six months ended June 30, 2012.

The weighted-average number of shares outstanding for EPS calculation has been retroactively adjusted for the issuance of stock dividends (see Note 15). The adjustment caused the basic EPS and diluted after income tax EPS for the six months ended June 30, 2012 to decrease from NT$0.47 to NT$0.45 and from NT$0.46 to NT$0.44, respectively.

21. RELATED PARTY TRANSACTIONS

Except as disclosed elsewhere in the financial statements and other notes, the following is a summary of significant related party transactions:

  • a. Related parties and their relationships associated with the Company:

Related Parties Relationship Macronix America Inc. (“MXA”) Subsidiary Mxtran Inc. (“Mxtran”) Subsidiary MoDioTek Co., Ltd. (“MoDioTek”) Subsidiary Infomax Communication Co., Ltd. Subsidiary (“INFOMAX”) MaxRise Inc. (“MaxRise”) Subsidiary Magic Pixel Inc. (“MPI”) Subsidiary Macronix (Hong Kong) Co., Ltd. (“MXHK”) Indirect subsidiary Macronix Europe NV. (“MXE”) Indirect subsidiary Macronix Pte Ltd. (“MPL”) Indirect subsidiary Macronix (Asia) Limited (“MX Asia”) Indirect subsidiary Ardentec Corporation (“Ardentec”) The Company serves as member of its board of directors Macronix Education Foundation (“MXIC Same chairman with the Company Education”) MegaChips Corporation (“MegaChips”) Its subsidiary, Shun Ying Investment, is represented in the Company’s board of directors Others Related parties over which the Company has control or exercises significant influence but with which the Company had no material transactions. Please see Note 26.

  • 27 -

  • b. Significant transactions with related parties:

  • 1) Sales to related parties were as follows:

Related Parties
MegaChips
MXHK
MXA
Mxtran
MoDioTek
Others
Six Months Ended June 30 Six Months Ended June 30 Six Months Ended June 30
2012
Amount
% of
Net Sales
$ 2,829,587
26
1,077,005
10
294,350
3
351
-
104
-

1,158

-
$ 4,202,555
39
2011




Amount
% of
Net Sales
$ 3,684,013
29
1,345,183
10
302,496
2
75
-
333
-

1,130

-
$ 5,333,230
41

Sale prices to MXA and MXHK were negotiated based on those charged to ultimate customers and were not comparable to those with external customers as MXA and MXHK were the primary regional distributors. Sales to Mxtran and MoDioTek were priced at a markup on the unit cost of the product, which was not comparable to those with other customers. Sales prices to MegaChips and other related parties were not comparable to those with external customers as the Company was the sole provider for them. The sales term to the related parties was between 30 to 60 days after monthly closing, similar to those with external customers.

  • 2) Purchases from related parties were as follows:
Purchases from related parties were as follows:
Related Parties
MegaChips
Six Months Ended
June 30, 2012
Amount
%
$ 21,374
2
  • 3) Subcontract processing charges from related parties were as follows:
Related Parties
Ardentec
Six Months EndedJune 30 Six Months EndedJune 30 Six Months EndedJune 30
2012 2011
Amount
%
$ 186,113
2
Amount
%
$ 183,417
2

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

  • 28 -

4) Operating expense

Related Parties
MXA
MX Asia
MXE
MPL
MXIC Education
MXHK
Others
Six Months EndedJune 30 Six Months EndedJune 30 Six Months EndedJune 30
2012
Amount
%
$ 82,884
3
69,073
2
34,656
1
12,851
-
12,500
-
-
-
385
-
$ 212,349
6
2011
Amount
%
$ 87,301
3
62,070
2
20,565
1
11,065
-
13,000
-
22,793
1
2,563
-
$ 219,357
7

The above operating expenses paid to MXA, MXHK, MX Asia, MPL and MXE were mainly for commission and marketing expenses.

  • 5) Operating leases to related parties were as follows:
Related Parties
Mxtran
MoDioTek
INFOMAX
MPI
MaxRise
Others
Six Months EndedJune 30 Six Months EndedJune 30 Six Months EndedJune 30
2012
Amount
%
$ 2,806
10
2,796
10
2,628
9
2,184
8
1,754
6
25
-
$ 12,193
43
2011
Amount
%
$ 1,777
6
2,839
10
2,487
8
2,186
8
1,310
4
3
-
$ 10,602
36

The Company leases offices to the above related parties. The Company collected monthly lease income from the related parties. The amount of lease payment was based on the office space leased by each related party and recorded as other income under non-operating income and gains.

  • 6) Software, pattern and other revenue
Related Parties
Ardentec
Mxtran
MoDioTek
INFOMAX
MPI
Others
Six Months EndedJune 30 Six Months EndedJune 30 Six Months EndedJune 30
2012
Amount
%
$ 974
3
673
2
373
1
159
1
121
1
2
-
$ 2,302
8
2011
Amount
%
$ -
-
690
1
830
3
208
1
171
1
1
-
$ 1,900
6

Under certain contracts, the Company authorized the above related parties to use the Company’s pattern and software. The specifically negotiated terms were not comparable to those with external customers.

  • 29 -

7) Accounts receivable

Related Parties
MegaChips
MXHK
MXA
Mxtran
INFOMAX
Others
Less: Allowance for doubtful accounts
Other receivables
Related Parties
Mxtran
MoDioTek
MPI
INFOMAX
June 30 June 30 June 30
2012
2011
Amount
%
Amount
%
$ 667,909
64
$ 340,699
35
294,739
28
557,594
57
79,442
8
80,146
8
604
-
881
-
539
-
1,045
-
501
-
1,008
-
1,043,734
100
981,373
100
-
-
-
-
$ 1,043,734
100
$ 981,373
100
June 30
2011
2012
Amount
%
$ 222
-
124
-
61
-
26
-
$ 433
-
2011
Amount
%
$ 186
-
342
-
61
-
41
-
$ 630
-
  • 8) Other receivables

Under a certain rule, if the collection period for accounts receivable from related parties exceeded the average credit period for external customers, accounts receivable should be reclassified into other receivables. As of June 30, 2012, no reclassification was made because the collection period did not exceed the average credit period for external customers.

9) Accounts payable

Related Parties
Ardentec
MXA
MX Asia
MXE
MXIC Education
MPL
MXHK
June 30 June 30 June 30
2012
Amount
%
$ 96,824
53
49,438
27
14,025
8
11,217
6
7,450
4
4,425
2
35
-
$ 183,414
100
2011
Amount
%
$ 77,565
52
44,997
30
11,760
8
7,776
5
-
-
3,956
3
3,827
2
$ 149,881
100
  • 30 -

22. PLEDGED ASSETS

The Company pledged its assets for gas purchase agreement, land lease agreement with the Hsinchu Science Park Administration, domestic sales guarantee with the Taipei Customs Office and long-term bank loans. Assets pledged as collaterals were as follows:

Property, plant and equipment, net
Pledged time deposits - noncurrent
June 30 June 30


2012
$ 19,535,029


164,177

$ 19,699,206
2011
$ 4,021,262

85,963
$ 4,107,225

23. SIGNIFICANT COMMITMENTS AND CONTINGENCIES

Significant commitments and contingencies of the Company as of June 30, 2012, excluding those disclosed in other notes, were as follows:

  • a. The Company had significant equipment contracts totaling approximately $1,249,747 thousand. As of June 30, 2012, the Company has paid $624,881 thousand of this amount pursuant to these contracts. Future irrevocable payment in total is $624,866 thousand. Unused letters of credit amounted to $270,067 thousand.

  • b. The land on which the Company is located is being leased from the Hsinchu Science Park Administration under renewable operating lease agreements. The lease term is from 1994 to 2031. Future minimum annual rentals under the leases are as follows:

Year
3rdto 4thquarter, 2012

2013
2014
2015
2016
2017 and after

Amount
$ 37,833
75,665
70,945
46,412
17,469

206,633
$ 454,957
  • c. The Company entered into a technology development and foundry service agreement with E Company in June 2006, the term for the agreement is 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 June 30, 2012, the Company had paid US$8,184 thousand.

  • 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 of the Patents Cross-License Agreement.

  • 31 -

24. DISCLOSURES FOR FINANCIAL INSTRUMENTS

  • a. Fair values of financial instruments were as follows:
Fair values of financial instruments were as follows: were as follows:
Non-derivative financial
instruments
Assets
Available-for-sale financial
assets - noncurrent
Financial assets carried at cost -
noncurrent
Liabilities
Long-term bank loans
(including current portion)
Derivative financial instruments
Assets
Financial assets held for trading
June 30
2012
Carrying
Amount
Fair Value
$ 679,057
$ 679,057
98,056
19,675,474
$19,675,474
3,981
3,981
2011
Carrying
Amount
Fair Value
$ 870,482
$ 870,482
159,556
8,000,524
$8,000,524
-
-
  • b. Methods and assumptions for the fair values of financial instruments

  • 1) The above financial instruments do not include cash and cash equivalents, notes and accounts receivable (including related parties), other receivables, pledged time deposits, short-term bank loans and notes and accounts payable (including related parties). The carrying amounts of these instruments reported in the balance sheets approximate their fair values.

  • 2) Available-for-sale financial assets have quoted market prices in an active market; the quoted market prices are viewed as fair values.

  • 3) Financial assets carried at cost are investments in unquoted shares, which have no quoted prices in an active market and entail an unreasonably high cost to obtain verifiable fair values. Therefore, no fair value is presented.

  • 4) Fair value of long-term bank loans is estimated using discounted cash flow analysis, based on the Company’s current incremental borrowing rates for borrowings with similar characteristics (e.g. similar maturity dates). The fair values of long-term bank loans with floating interest rates are equivalent to their carrying values.

  • 5) Fair values of derivatives are based on their quoted prices in an active market. For those derivatives with no quoted market prices, their fair values are determined using valuation techniques incorporating estimates and assumptions consistent with those generally used by other market participants to price financial instruments.

  • 32 -

  • c. As of June 30, 2012 and 2011, financial assets (liabilities) exposed to fair value interest rate risk and cash flow interest rate risk were as follows:


cash flow interest rate risk were as follows:
Fair value interest rate risk
Financial assets
Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
June 30
2012
2011
$ 15,614,428
$ 14,936,035
(215,173)
(4,727,712)
765,830
3,883,336
(19,675,474)
(8,000,524)
  • d. Interest income and expense on financial assets and liabilities, excluding those at fair value through profit and loss, for the six months ended June 30, 2012 and 2011 were as follows:
Total interest income
Total interest expenses (including capitalized amount)
Six Months Ended June 30
2012
2011
$ 75,610
$ 57,296
156,683
52,263
  • e. Valuation gain arising from change in fair value of financial instruments determined using valuation techniques was $3,981 thousand for the six months ended June 30, 2012.

  • f. Unrealized Valuation Gain (Loss) on Financial Instruments

Components of unrealized gain (loss) on financial instruments were summarized as follows:

Available-for-
sale Financial
Assets
Recognized by
the Company’s
Ownership
Percentages in
the Investees
Period ended June 30, 2012
Balance, beginning of period
$ 385,366
$ 46,729
Recorded as a separate component of
shareholders’ equity

32,499

22,845

Balance, end of period
$ 417,865
$ 69,574
Period ended June 30, 2011
Balance, beginning of period
$ 763,403
$ 275,029
Recorded as a separate component of
shareholders’ equity
(154,113)

(80,277)

Balance, end of period
$ 609,290
$ 194,752
Total
$ 432,095

55,344
$ 487,439
$1,038,432
(234,390)
$ 804,042
  • g. Financial risks

  • 1) Market price risk. The financial instruments held by the Company are exposed to interest rate, foreign exchange rate and price risks.

  • 33 -

  • 2) Credit risk. The Company is exposed to credit risk in the event of non-performance of the counter parties to forward contracts on maturity. Contracts with positive fair values at the balance sheet date are evaluated for credit risk. In order to manage this risk, the Company conducts transactions only with financial institutions with good credit ratings. As a result, no material losses resulting from counter party defaults are anticipated. Credit risk represents the positive net settlement amount of those contracts with positive fair value on the balance sheet date. The positive net settlement amount represents the loss that would be incurred by the Company if the counter parties breached the contracts. The banks, which are the counter parties to the foregoing derivative financial instruments, are reputable financial institutions. Management believes its exposure related to the potential default by those counter-parties is low.

  • 3) Liquidity risk. Investment in financial assets carried at cost do not have an active market, thus, the liquidity risk of those investment is material. The Company has sufficient operating capital to meet cash demand.

  • 4) The cash flow risk of interest rate. As of June 30, 2012, long-term bank loans have floating interest rates, which are affected by changes in market interest rates.

25. EXCHANGE RATE INFORMATION OF FOREIGN-CURRENCY FINANCIAL ASSETS AND LIABILITIES

As of June 30, 2012 and 2011, the information for material foreign financial assets and liabilities were as follows:

Financial assets
Monetary items
JPY
USD
EUR
Investments accounted for
using equity method
USD
Financial liabilities
Monetary items
JPY
USD
EUR
SGD
HKD
2012
Foreign
Currencies
Exchange Rate
$ 2,321,799
0.38
110,166
29.88
38
37.56
60,943
29.88
1,152,199
0.38
32,392
29.88
1,110
37.56
192
23.52
20
3.85
2011
Foreign
Currencies
Exchange Rate
$ 3,657,812
0.36
175,389
28.73
525
41.63
64,294
28.73
5,909,616
0.36
157,914
28.73
466
41.63
173
23.38
7
3.69

26. ADDITIONAL DISCLOSURES

Following are the additional disclosures required by the Securities and Futures Bureau for the Company and its investees:

  • a. Financing provided: None

  • 34 -

  • b. Endorsements/guarantees provided: None

  • c. Marketable securities held: Table 1 (attached)

  • d. Marketable securities acquired or disposed of at costs or prices of at least NT$100 million or 20% of the paid-in capital: None

  • e. Acquisition of individual real estate at costs of at least NT$100 million or 20% of the paid-in capital: None

  • f. Disposal of individual real estate at prices of at least NT$100 million or 20% of the paid-in capital: None

  • g. Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital: Table 2 (attached)

  • h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 3 (attached)

  • i. Names, locations, and related information of investees over which the Company exercises significant influence: Table 4 (attached)

  • j. Derivative transactions of investees over which the Company has a controlling interest: None

  • k. Investments in Mainland China

  • 1) Name of the investees in Mainland China, main businesses and products, paid-in capital, method of investment, information on inflow or outflow of capital, percentage of ownership, investment income or loss, ending balance of investment, dividends remitted by the investee, and the limit of investment in Mainland China: Table 5 (attached)

  • 2) Significant direct or indirect transactions with the investees, prices and terms of payment, unrealized gain or loss: 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

27. OPERATING SEGMENT FINANCIAL INFORMATION

Based on the segment information reviewed periodically by the chief operating decision maker, the Company is considered to have only one operating segment, and the basis for evaluation of the operating segment is in conformity with the basis for preparing financial reports. The revenue and result of the operating segment can be found in the consolidated financial statements as of and for the six months ended June 30, 2012 and 2011.

28. APPROVAL OF FINANCIAL STATEMENTS

These financial statements were approved by the Board of Directors on August 22, 2012.

  • 35 -

TABLE 1

MACRONIX INTERNATIONAL CO., LTD.

MARKETABLE SECURITIES HELD JUNE 30, 2012

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

Holding Company Marketable Securities Type and Name Relationship with the Company Financial Statement Account June 30, 2012 June 30, 2012 June 30, 2012 Note
Shares/Units
(In Thousands)
Carrying Value Percentage
of
Ownership


Market Value or
Net Asset Value
The Company Stock
Macronix America Inc.
Macronix (BVI) Co., Ltd.
Hui Ying Investment, Ltd.
Run Hong Investment, Ltd.
Magic Pixel Inc.
MaxRise 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.
Subsidiary
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
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
Investments accounted for using equity
method
Available-for-sale financial assets -
non-current
Financial assets carried at cost -
noncurrent
Financial assets carried at cost -
noncurrent
Financial assets carried at cost -
noncurrent
Financial assets carried at cost -
noncurrent
100,000
223,300,000
-
-
21,153,675
29,091,973
148,296,140
51,127,000
34,021,160
34,209,409
6,065,343
105,981
145,850
5,850,000
$ 246,157

1,574,805

29,737

73,282

113,874

19,720

357,013

192,985

117,566

679,057

58,500

-

-

39,556
100.00
100.00
100.00
100.00
72.54
79.70
92.69
88.15
70.88

7.49

3.06

0.32

0.30
15.00
$ 246,112
1,574,805
64,937
73,282
113,874
19,720
357,013
192,985
117,553
679,057
108,042
358
-
33,142
Note 1
Note 1
Notes 1 and 3
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 2
Note 4
Note 4
Note 4
Note 4

(Continued)

  • 36 -
Holding Company Marketable Securities Type and Name Relationship with the Company Financial Statement Account June 30, 2012 June 30, 2012 June 30, 2012 Note
Shares/Units
(In Thousands)
Carrying Value Percentage
of
Ownership


Market Value or
Net Asset Value
Macronix (BVI) Co., Ltd.
Macronix (Hong Kong) Co., Ltd.
Run Hong Investment, Ltd.
Hui Ying Investment, Ltd.
Infomax Communication
Co., Ltd.
Stock
New Trend Technology Inc.
Macronix Europe NV.
Macronix Pte Ltd.
Macronix (Hong Kong) 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.
MaxRise 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.
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
None
None
None
None
Indirect Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
The Company
None
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
Available-for-sale financial assets -
noncurrent
Available-for-sale financial assets -
noncurrent
Available-for-sale financial assets -
noncurrent
Financial assets carried at cost -
noncurrent
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 -
noncurrent
Financial assets carried at cost -
noncurrent
Investments accounted for using equity
method
25,850,000
999
174,000
89,700,000
800,000
1,088,319
26,924,500
8,773,395
2,000,000
-
1,410,980
1,821,350
2,395,200
7,984,000
2,894,000
2,395,200
3,756,702
696,405
5,500,000
US$ 10,261,332
US$ 2,561,917
US$ 471,141
US$ 21,616,862
US$ 1,704,675
US$ 1,455,099
US$ 1,186,176
US$ 5,834,308
US$ 1,220,000
US$ 10,402,356
$ 7,598

1,235

8,277

19,220

10,924

8,277

35,200

-

6,686
100.00
100.00
100.00
100.00
100.00

0.18

3.34

2.72

2.52
100.00

4.84

4.99

4.99

4.99

4.99

4.99

0.11
10.99
100.00
US$ 22,686,294
US$ 2,561,917
US$ 471,141
US$ 21,617,062
US$ 1,704,675
US$ 1,455,099
US$ 1,186,176
US$ 5,834,308
US$ 1,801,343
US$ 10,402,354
$ 7,598
1,235
8,276
19,220
10,924
8,276
35,200
14,573
6,686
Note 1
Note 1
Note 1
Note 1
Note 1
Note 2
Note 2
Note 2
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 2
Note 1
Note 1

(Continued)

  • 37 -
Holding Company Marketable Securities Type and Name Relationship with the Company Financial Statement Account June 30, 2012 June 30, 2012 June 30, 2012 Note
Shares/Units
(In Thousands)
Carrying Value Percentage
of
Ownership


Market Value or
Net Asset Value
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
Stock
Infomax Holding Company Limited
Stock
Infomax Communication (Suzhou) Co., Ltd.
Stock
Mosatek Co., Ltd.
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
Stock
Maxtran Technology Co., Ltd.
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
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
Investments accounted for using equity
method
Investment accounted for using equity
method
Investments accounted for using equity
method
29,982,500
-
2,720,000
12,905,100
-
1,950,000
11,700,000
-
300,000
2,262,000
-
US$ 141,009
US$ 122,869
$ 9,512
US$ 304,724
US$ 297,396
$ 4,368
US$ 129,420
US$ 120,829
$ 604
US$ 10,312
US$ 668
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
US$ 141,009
US$ 122,865
$ 9,512
US$ 304,724
US$ 297,396
$ 4,368
US$ 129,522
US$ 120,829
$ 604
US$ 10,312
US$ 668
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1

Note 1: Recognized based on the audited financial statements for the same period as the Company. Note 2: The market value was based on the closing price as of June 30, 2012.

Note 3: The book value excluded $35,200 thousand, held by a subsidiary.

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

(Concluded)

  • 38 -

TABLE 2

MACRONIX INTERNATIONAL CO., LTD.

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL SIX MONTHS ENDED JUNE 30, 2012

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

Company Name Related Party Nature of Relationship Transaction Transaction 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.
The Company
The Company
Its subsidiary, Shun Ying Investment,
is represented in the Company’s
board of directors
Indirect subsidiary
Subsidiary
Indirect subsidiary
Subsidiary

Sales
Sales
Sales
Purchase
Purchase
$ 2,829,587
1,077,005
294,350
US$ 36,327,122
US$ 9,923,018
26%
10%
3%
100%
100%
30 days after monthly closing
45 days after monthly closing
Net 60 days
45 days after monthly closing
Net 60 days
Note 21
Note 21
Note 21
No material
difference
No material
difference
Note 21
Note 21
Note 21

No material
difference

No material
difference
$ 667,909
294,739
79,442

US$ 1,163

US$ 1,654,559
17%
7%
2%
100%
100%
-
-
-
-
-
  • 39 -

TABLE 3

MACRONIX INTERNATIONAL CO., LTD.

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL JUNE 30, 2012

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

Company Name Related Party Nature of Relationship Ending Balance Turnover Rate Overdue Amounts Received in
Subsequent Period
Allowance for
Doubtful
Accounts
Amounts Action Taken
The Company Macronix (Hong Kong) Co., Ltd.
MegaChips Corporation
Indirect subsidiary
Its subsidiary, Shun Ying Investment,
is represented in the Company’s
board of directors
$ 294,739
667,909
7.14 times
6.49 times
$ -
-
-
-
US$ 9,864 thousand
JPY 1,575,129 thousand
$ -

-
  • 40 -

TABLE 4

MACRONIX INTERNATIONAL CO., LTD.

NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES OVER WHICH THE COMPANY EXERCISES SIGNIFICANT INFLUENCE SIX MONTHS ENDED JUNE 30, 2012

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

Investor Company Investee Company Location Main Businesses and Products Original Inves tment Amount Balan ce as of June 30 , 2012 Net Income (Loss)
of the Investee
Investment
Income (Loss)
Recognized
Note
June 30, 2012 December 31, 2011
Shares
(In Thousands)
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
Macronix America Inc.
Macronix (BVI) Co., Ltd.
Hui Ying Investment, Ltd.
Run Hong Investment, Ltd.
Magic Pixel Inc.
MaxRise 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.
MaxRise 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
San Jose, California, U.S.A.
Tortola, British Virgin Islands
Taipei, Taiwan
Taipei, Taiwan
Hsinchu, 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
Hsinchu, Taiwan
Samoa
Hong Kong
China
Samoa
Hong Kong
China
Samoa
Hong Kong
China
Samoa
Hong Kong
Marketing
Investment holding company
Investment
Investment
Research, development, design, manufacturing and sales of
digital skill camera controller IC and flat panel display
controller IC
Research, design and sales of digital multimedia broadcasting
and IC controlled chips.
Research, design and sales of base-band chip and Analog
baseband chip.
Research, design and sales of mobile payment control chip.
Research, design and sales of audio multimedia chip.
IC design
After-sale service
After-sale service
Marketing
Investment holding company
Design, maintenance and test of IC systems and rendering of
related technical consultation and services
Research, development, design, manufacturing and sales of
digital skill camera controller IC and flat panel display
controller IC
Research, design and sales of digital multimedia broadcasting
and IC controlled chips.
Research, design and sales of audio multimedia chip.
Research, design and sales of base-band chip and Analog
baseband chip.
Research, design and sales of mobile payment control chip.
Research, design and sales of audio multimedia chip.
Investment holding company
Investment holding company
Software system consulting service, software system design
service, software integrating service
Investment holding company
Investment holding company
Research, develop, design and sales of application software
and rendering of related technical consultation and services
Investment holding company
Investment holding company
Software for calculator. Research, develop, design (except
IC design) and sales of application software and rendering
of related technical consultation and services
Investment holding company
Investment holding company
$ 2,640
7,348,057
500,000
984,432
194,133
310,825
1,482,961
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
21,707
25,452
79,840
29,279
25,452
172,644
US$ 2,900,000
US$ 2,550,000
$ 85,221
US$ 1,655,250
US$ 1,650,000
$ 62,138
US$ 1,500,000
US$ 700,000
$ 9,557
US$ 290,000
$ 2,640
7,348,057
500,000
984,432
194,133
310,825
1,482,961
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
21,707
25,452
79,840
29,279
25,452
153,245
US$ 2,900,000
US$ 2,550,000
$ 76,350
US$ 1,655,250
US$ 1,650,000
$ 56,242
US$ 1,300,000
US$ 500,000
$ 9,557
US$ 290,000
100,000
223,300,000
-
-
21,153,675
29,091,973
148,296,140
51,127,000
34,021,160
25,850,000
999
174,000
89,700,000
800,000
-
1,410,980
1,821,350
2,395,200
7,984,000
2,894,000
2,395,200
5,500,000
29,982,500
-
2,720,000
12,905,100
-
1,950,000
11,700,000
-
300,000
2,262,000
100.00
100.00
100.00
100.00
72.54
79.70
92.69
88.15
70.88
100.00
100.00
100.00
100.00
100.00
100.00
4.84
4.99
4.99
4.99
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
$ 246,157
1,574,805
29,737
73,282
113,874
19,720
357,013
192,985
117,566
US$ 10,261,332
US$ 2,561,917
US$ 471,141
US$ 21,616,862
US$ 1,704,675
US$ 10,402,356
$ 7,598
1,235
8,277
19,220
10,924
8,277
6,686
US$ 141,009
US$ 122,869
$ 9,512
US$ 304,724
US$ 297,396
$ 4,368
US$ 129,420
US$ 120,829
$ 604
US$ 10,312
$ 4,256
(18,714 )
(2,917 )
(17,335 )
(73,254 )
(39,622 )
(120,359 )
(57,350 )
(60,040 )
US$ (121,361 )
US$ 104,645
US$ 20,692
US$ (797,771 )
US$ 90,662
US$ 155,007
$ (73,254 )
(39,622 )
(60,040 )
(120,359 )
(57,350 )
(60,040 )
(19,950 )
US$ (85,243 )
US$ (72,353 )
$ (8,691 )
US$ 6,028
US$ 6,054
$ (4,262 )
US$ (93,792 )
US$ (93,733 )
$ (4,412 )
US$ (149,173 )
$ 4,300

(18,714 )

(2,917 )

(17,335 )

(53,139 )

(31,579 )

(111,561 )

(50,457 )

(42,543 )

Note
Note
Note

Note
Note
Note

Note

Note

Note

Note

Note

Note

Note

Note

Note

Note
Note
Note

Note

Note

Note

Note

Note
( Continued)
  • 41 -
Investor Company Investee Company Location Main Businesses and Products Original Inves tment Amount Balan ce as of June 30 , 2012 Net Income (Loss)
of the Investee
Investment
Income (Loss)
Recognized
Note
June 30, 2012 December 31, 2011
Shares
(In Thousands)
Percentage of
Ownership

Carrying Amount
Mxtran (H.K.) Holding Co., Limited Maxtran Technology Co., Ltd. Beijing R&D on software and communication; sales of application;
technical consultation; technical services; technical
training; application software; counseling on business
management; service of accounting and finance; hardware,
software, and related products of computer; communication
product; electronic product; importation/exportation for
goods and technology; agent for importation/exportation
US$ 280,300 US$ 280,300 - 100.00 US$ 668 US$ (149,088 ) Note

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

(Concluded)

  • 42 -

TABLE 5

MACRONIX INTERNATIONAL CO., LTD.

INFORMATION ON INVESTMENT IN CHINA SIX MONTHS ENDED JUNE 30, 2012 (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, 2012
(Note 3)
Investme nt Flows Accumulated
Outflow of
Investment from
Taiwan as of
June 30, 2012
(Note 3)
Percentage of
Ownership
(Note 6)
Investment Income
(Loss)
(Notes 4, 5 and 6)

Carrying Amount
as of June 30, 2012
(Notes 3, 5 and 6)

Accumulated
Inward
Remittance of
Earnings as of
June 30, 2012
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.
Design, maintenance and test of IC
systems and rendering of related
technical consultation and service
Software system consulting service,
software system design service,
software integrating service
Research, develop, design and sales of
application software and rendering of
related technical consultation and
services
Software for calculator. Research,
develop, design (except IC design) and
sales of application software and
rendering of related technical
consultation and services
R&D on software and communication;
sales of application; technical
consultation; technical services;
technical training; application
software; counseling on business
management; service of accounting
and finance; hardware, software, and
related products of computer;
communication product; electronic
product; importation/exportation for
goods and technology; agent for
importation/exportation
RMB 63,995,690
$ 302,328
RMB 17,698,920
$ 83,613
RMB 11,634,750
$ 54,965

RMB 4,653,449
$ 21,984
RMB 1,900,000
$ 8,976
(Note 1)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
US$ 9,000,000
$ 268,920
US$ 2,550,000
$ 76,194
US$ 1,650,000
$ 49,302
US$ 500,000
$ 14,940
US$ 280,300
$ 8,375
US$ -
US$ -
US$ -
US$ 200,00
$ 5,976
US$ -
US$ -
US$ -
US$ -
US$ -
US$ -
US$ 9,000,000
$ 268,920
US$ 2,550,000
$ 76,194
US$ 1,650,000
$ 49,302
US$ 700,000
$ 20,916
US$ 280,300
$ 8,375
100.00%
97.68%
80.86%
77.38%
93.14%
US$ 155,007
$ 4,581
US$ (70,676)
$ (2,089)
US$ 4,896
$ 145
US$ (72,531)
$ (2,144)
US$ (138,941)
$ (4,107)
US$ 10,402,356
$ 310,822
US$ 120,018
$ 3,586
US$ 240,474
$ 7,185
US$ 93,497
$ 2,794
US$ 622
$ 19
US$ -
US$ -
US$ -
US$ -
US$ -
ent
Accumulated Investment in C
June 30, 2012
hina as of Investment Amount Authorized by the
Investment Commission, MOEA
Upper Limit on Investm ent
US$ 14,980,300
$ 447,611
(Note 3)
US$ 17,530,300
$ 523,805
(Note 3)
$ 22,968,359

(Continued)

  • 43 -

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

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

Note 3: The foreign currency amount is converted into New Taiwan dollars based on the exchange rate at June 30, 2012.

Note 4: The foreign currency amount is converted into New Taiwan dollars based on the average exchange rate of the six months ended June 30, 2012.

Note 5: The prescribed investment gain and long-term investment balance were recognized based on the financial statements audited by the parent company’s CPA for the same period.

Note 6: The prescribed investment loss and long-term investment balance were recognized based on the financial statements audited by an international CPA firm which cooperates with Taiwan’s CPA firms for the same period.

Note 7: The percentage of ownership is based on the total holding percentage owned by the Company and its subsidiaries.

Note 8: The percentage of ownership is based on the total weighted-average percentage owned by the Company and its subsidiaries.

(Concluded)

  • 44 -