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Macronix Interim / Quarterly Report 2015

Nov 12, 2015

52013_rns_2015-11-12_e338e9d3-b2c6-40ab-8674-6163ba4b68b9.pdf

Interim / Quarterly Report

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Macronix International Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Six Months Ended June 30, 2015 and 2014 and Independent Auditors’ Review Report

INDEPENDENT AUDITORS’ REVIEW REPORT

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

We have reviewed the accompanying consolidated balance sheets of Macronix International Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”) as of June 30, 2015 and 2014 and the related consolidated statements of comprehensive income for the three months ended June 30, 2015 and 2014 and for the six months ended June 30, 2015 and 2014, and the consolidated statements of changes in equity and cash flows for the six months ended June 30, 2015 and 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to issue a report on these consolidated financial statements based on our reviews.

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

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 “Interim Financial Reporting” endorsed by the Financial Supervisory Commission of the Republic of China.

As disclosed in Note 3 to the consolidated financial statements, the Group applies the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 2013 version of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) endorsed by the FSC starting in 2015. As a result of this retrospective application of the accounting policy, the consolidated financial statements as of December 31, 2014 , June 30, 2014 and January 1, 2014 have been restated.

July 22, 2015

Notice to Readers

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

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

  • 1 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

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

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 34)

Financial assets at fair value through profit or loss - current
(Notes 7 and 34)
Notes receivable and trade receivables, net (Notes 10 and 34)
Receivables from related parties, net (Notes 34 and 35)
Other receivables (Notes 10, 34 and 35)
Inventories (Note 11)

Other financial assets - current (Notes 17 and 34)
Other current assets (Notes 16 and 18)

Total current assets

NON-CURRENT ASSETS
Available-for-sale financial assets - non-current (Notes 8 and 34)
Financial assets measured at cost - non-current (Notes 9 and 34)
Investments accounted for using equity method (Note 13)
Property, plant and equipment (Notes 14 and 36)

Intangible assets (Note 15)
Deferred tax assets (Notes 4 and 27)
Other financial assets - non-current (Notes 17, 34 and 36)
Other non-current assets (Notes 16 and 18)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 19 and 34)

Financial liabilities at fair value through profit or loss -
current (Notes 7 and 34)
Notes payable and trade payables (Notes 20 and 34)
Payables to related parties (Notes 34 and 35)
Other payables (Notes 21 and 34)
Other payables to related parties (Notes 34 and 35)
Payables for purchase of equipment (Note 34)
Current tax liabilities (Notes 4 and 27)
Provisions - current (Note 22)
Current portion of long-term borrowings (Notes 19 and 34)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Notes 19 and 34)
Net defined benefit liabilities (Notes 4 and 23)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE
PARENT (Note 24)
Share Capital
Ordinary shares

Capital stock to be cancelled

Total share capital

Capital surplus
Retained earnings
Accumulated deficit

Other equity
Treasury shares

Equity attributable to shareholders of the parent

NON-CONTROLLING INTERESTS (Note 24)

Total equity

TOTAL
June 30, 2015
(Reviewed)
Amount
%
$ 3,810,809 10
44
-
3,021,490
8
252,824
1
152,967
-
10,411,874 26
16,865
-

556,253

1

18,223,126
46

1,294,036
3
91,829
-
25,405
-
18,950,785 47
166,565
1
910,472
2
180,905
1

128,139

-

21,748,136
54

$ 39,971,262
100

$ 2,331,144
6
-
-
1,960,968
5
63,188
-
1,044,506
3
4,654
-
188,339
1
186,099
-
173,100
-
3,317,918
8

67,992

-


9,337,908
23

8,323,432 21
1,116,767
3

4,592

-


9,444,791
24

18,782,699
47

35,587,740 89

(14,540)

-

35,573,200 89
627,284
2
(15,392,564) (39)
525,768
1

(159,061)

-

21,174,627 53

13,936

-

21,188,563
53

$ 39,971,262
100
December 31, 2014
(Audited after Restated)
Amount
%
$ 7,636,201 17

95
-

2,699,155
6

483,179
1

161,304
1

9,301,643 21

-
-

578,319

1

20,859,896
47


1,243,142
3

113,399
-

38,599
-
21,128,358 47

238,343
1

912,178
2

182,657
-

126,003

-

23,982,679
53

$ 44,842,575
100

$ 2,134,039
5

7,113
-

1,996,003
5

63,185
-

1,682,698
4

-
-

475,285
1

302,416
1

150,617
-
12,143,430 27

74,315

-

19,029,101
43


2,073,506
5

1,116,508
2

17,930

-


3,207,944

7

22,237,045
50

35,587,740 79

-

-

35,587,740 79

241,652
-
(13,812,749) (31)

734,847
2

(159,061)

-

22,592,429 50

13,101

-

22,605,530
50

$ 44,842,575
100
June 30, 2014
(Reviewed after Restated)
Amount
%
$ 7,443,310 16

913
-

3,238,795
7

313,308
1

136,315
-

9,656,168 20

-
-

602,693

1

21,391,502
45


1,189,978
3

111,472
-

55,609
-
23,607,337 49

344,436
1

910,275
2

184,307
-

116,893

-

26,520,307
55

$ 47,911,809
100

$ 788,780
2

-
-

1,821,127
4

70,652
-

1,599,327
3

3,328
-

202,638
-

298,706
1

127,675
-

5,231,357 11

62,602

-

10,206,192
21

10,940,387 23

978,602
2

16,103

-

11,935,092
25

22,141,284
46

35,214,730 74

-

-

35,214,730 74

344,201
1
(10,349,330) (22)

697,022
1

(159,061)

-

25,747,562 54

22,963

-

25,770,525
54

$ 47,911,809
100
January 1, 2014
(Audited after Restated)
January 1, 2014
(Audited after Restated)
































































































































































Amount
%
$ 11,978,574 22

1,358
-

2,822,661
5

458,302
1

147,208
-

8,795,383 17

-
-

525,959

1
24,729,445
46

951,333
2

114,888
-

-
-
26,728,291 49

316,358
1

910,037
2

185,715
-

93,934

-
29,300,556
54
$ 54,030,001
100
$ 566,577
1

-
-

2,004,696
4

90,570
-

2,226,702
4

14
-

432,797
1

355,427
1

143,399
-

7,648,233 14

71,689

-
13,540,104
25
10,935,406 20

927,210
2

3,087

-
11,865,703
22
25,405,807
47
35,214,730 65

-

-
35,214,730 65

344,166
1

(7,280,502) (14)

457,785
1

(159,061)

-
28,577,118 53

47,076

-
28,624,194
53
$ 54,030,001
100

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

(With Deloitte & Touche review report dated July 22, 2015)

  • 2 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

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

NET OPERATING REVENUE
(Notes 25 and 35)

OPERATING COSTS (Notes 11,
23, 26 and 35)

GROSS PROFIT
UNREALIZED GAIN ON
TRANSACTIONS WITH
ASSOCIATES
REALIZED GAIN
TRANSACTIONS WITH
ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes
23, 26 and 35)
Selling and marketing expenses
General and administrative
expenses
Research and development
expenses

Total operating expenses

LOSS FROM OPERATIONS

NON-OPERATING INCOME
AND EXPENSES
Other income (Note 26)
Other gains and losses (Notes 26
and 30)
Finance costs (Note 26)
Share of loss of associates

Total non-operating income
and expenses

LOSS BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes
4 and 27)

NET LOSS FOR THE PERIOD

OTHER COMPREHENSIVE
INCOME
Items that may be reclassified
subsequently to profit or loss:
Exchange differences on
translating foreign
operations (Note 24)
Unrealized gain on
available-for-sale financial
assets (Note 24)
Share of the other
comprehensive loss of
associates accounted for
using the equity method
(Note 24)

Other comprehensive
income (loss) for the
period, net of income tax
TOTAL COMPREHENSIVE
LOSS FOR THE PERIOD
For the Three Mon th s Ended June 30 For the Six Mont **hs ** Ended June 30
2015
(Reviewed)
2014
(Reviewed after Restated)
2015
(Reviewed)
2014
(Reviewed after Restated)















Amount
%
$ 4,975,229
100

4,366,925

88

608,304
12
-
-

6

-


608,310

12


244,314
5
381,346
8

1,154,002

23


1,779,662

36


(1,171,352)

(24)

49,947
1
(15,591 )
-
(73,312 )
(2 )

(6,958)

-


(45,914)

(1)

(1,217,266 )
(25 )

5,201

-


(1,222,467)

(25)

(16,924 )
-
(185,762 )
(4 )

(18)

-


(202,704)

(4)

$ (1,425,171)

(29)























Amount
%
$ 4,972,711
100

4,663,762

94


308,949
6

-
-

13

-


308,962

6


264,260
5

410,506
8

1,430,043

29


2,104,809

42


(1,795,847)

(36)


71,547
1

3,242
-

(70,280 )
(1 )

(6,926)

-


(2,417)

-


(1,798,264 )
(36 )

1,980

-


(1,800,244)

(36)


(32,532 )
(1 )

8,410
-

(851)

-


(24,973)

(1)

$ (1,825,217)

(37)























Amount
%
$ 9,681,503
100

8,422,521

87


1,258,982
13

(35 )
-

-

-


1,258,947

13


490,257
5

748,842
8

2,438,645

25


3,677,744

38


(2,418,797)

(25)


1,024,961
11

(25,631 )
-

(138,374 )
(2 )

(13,121)

-


847,835

9


(1,570,962 )
(16 )

7,981

-


(1,578,943)

(16)


(47,277 )
(1 )

52,503
1

(37)

-


5,189

-

$ (1,573,754)

(16)























Amount
%
$ 9,762,774
100

8,566,486

88

1,196,288
12

-
-

13

-

1,196,301

12

529,603
6

795,082
8

2,936,651

30

4,261,336

44

(3,065,035)

(32)

93,701
1

37,902
-

(140,330 )
(1 )

(6,926)

-

(15,653)

-

(3,080,688 )
(32 )

3,092

-

(3,083,780)

(32)

2,577
-

238,276
3

(851)

-

240,002

3
$ (2,843,778)

(29)
(Continued)
  • 3 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

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

NET LOSS ATTRIBUTABLE
TO:
Shareholders of the parent

Non-controlling interests


TOTAL COMPREHENSIVE
LOSS ATTRIBUTABLE TO:
Shareholders of the parent

Non-controlling interests


LOSS PER SHARE (Note 28)

Basic

Diluted
For the Three Mon th s Ended June 30 s Ended June 30 For the Six Mont **hs ** Ended June 30 Ended June 30
2015
(Reviewed)
2014
(Reviewed after Restated)
2015
(Reviewed)
2014
(Reviewed after Restated)








$
Amount
%
(1,220,566 )
(25 )
(1,901)

-

(1,222,467)

(25)

(1,423,218 )
(29 )
(1,953)

-

(1,425,171)

(29)


$ (0.35)

$ (0.35)








$
Amount
%
(1,794,417 )
(36 )
(5,827)

-

(1,800,244)

(36)

(1,820,136 )
(37 )
(5,081)

-

(1,825,217)

(37)


$ (0.51)

$ (0.51)








$
Amount
%
(1,575,284 )
(16 )
(3,659)

-

(1,578,943)

(16)

(1,569,980 )
(16 )
(3,774)

-

(1,573,754)

(16)


$ (0.45)

$ (0.45)








$
Amount
%
(3,068,828 )
(32 )
(14,952)

-
(3,083,780)

(32)
(2,829,591 )
(29 )
(14,187)

-
(2,843,778)

(29)
$ (0.87)
$ (0.87)
$ $ $ $
$ $ $ $
$ $ $ $




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

(With Deloitte & Touche review report dated July 22, 2015)

(Concluded)

  • 4 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

(Reviewed, Not Audited)

BALANCE AT JANUARY 1, 2014
Effect of retrospective application and retrospective restatement

Balance at January 1, 2014 as restated

Net loss for the six months ended June 30, 2014
Other comprehensive income for the six months ended June 30, 2014, net
of income tax

Total comprehensive income (loss) for the six months ended June 30, 2014
Issue of ordinary shares under employee share options plans
Increase (decrease) in non-controlling interests

BALANCE AT JUNE 30, 2014

BALANCE AT JANUARY 1, 2015
Effect of retrospective application and retrospective restatement

Balance at January 1, 2015 as restated

Net loss for the six months ended June 30, 2015
Other comprehensive income (loss) for the six months ended June 30,
2015, net of income tax

Total comprehensive income (loss) for the six months ended June 30, 2015
Issue of restricted stock to employees
Compensation cost of restricted stock for employees
Retirement of restricted stock for employees
Difference between purchase price and carrying amount arising from
capital injection of subsidiaries
Increase in non-controlling interests

BALANCE AT JUNE 30, 2015
**Equity ** **Equity ** Attributable to Shareholders of the Parent Attributable to Shareholders of the Parent Attributable to Shareholders of the Parent Total
Non-controlling
Interests
$ 28,678,777
$ 47,021


(101,659)

55


28,577,118

47,076

(3,068,828 )
(14,952 )

239,237

765


(2,829,591)

(14,187)

-
45

35

(9,971)

$ 25,747,562
$ 22,963

$ 22,765,127
$ 13,101


(172,698)

-


22,592,429

13,101

(1,575,284 )
(3,659 )

5,304

(115)


(1,569,980)

(3,774)

-
-
156,674
-
-
-
(4,531 )
4,531

35

78

$ 21,174,627
$ 13,936
Total Equity
$ 28,725,798

(101,604)

28,624,194

(3,083,780 )

240,002

(2,843,778)
45

(9,936)
$ 25,770,525
$ 22,778,228

(172,698)

22,605,530

(1,578,943 )

5,189

(1,573,754)
-
156,674
-
-

113
$ 21,188,563
Capital Stock
Share Capital
Capital Stock to
be Cancelled
Capital Surplus
$ 35,214,730
$ -
$ 344,166


-

-

-


35,214,730

-

344,166

-
-
-

-

-

-


-

-

-

-
-
-

-

-

35

$ 35,214,730
$ -
$ 344,201

$ 35,587,740
$ -
$ 241,652


-

-

-


35,587,740

-

241,652

-
-
-

-

-

-


-

-

-

-
-
371,057
-
-
-
-
(14,540 )
14,540
-
-
-

-

-

35

$ 35,587,740
$ (14,540)
$ 627,284
Retained
Earnings
Accumulated
Deficit
$ (7,178,843 )

(101,659)


(7,280,502)

(3,068,828 )

-


(3,068,828)

-

-

$ (10,349,330)

$ (13,640,051 )

(172,698)


(13,812,749)

(1,575,284 )

-


(1,575,284)

-
-
-
(4,531 )

-

$ (15,392,564)
Other Equity Employee
Unearned
Compensation
Treasury Shares
$ -
$ (159,061 )

-

-


-

(159,061)

-
-

-

-


-

-

-
-

-

-

$ -
$ (159,061)

$ (209,813 ) $ (159,061 )

-

-


(209,813)

(159,061)

-
-

-

-


-

-

(371,057 )
-
156,674
-
-
-
-
-

-

-

$ (424,196)
$ (159,061)
















Exchange
Differences on
Unrealized
Translating
Gain from
Foreign
Operations
Available-for-sale
Financial Assets
$ (49,141 ) $ 506,926


-

-


(49,141)

506,926


-
-

961

238,276


961

238,276

-
-

-

-

$ (48,180)
$ 745,202

$ 27,223
$ 917,437


-

-


27,223

917,437


-
-

(47,199)

52,503


(47,199)

52,503

-
-
-
-
-
-

-
-

-

-

$ (19,976)
$ 969,940











Share
(Thousands)
3,521,473


-


3,521,473

-

-


-

-

-


3,521,473

3,558,774


-


3,558,774

-

-


-

-
-
-
-

-


3,558,774













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

(With Deloitte & Touche review report dated July 22, 2015)

  • 5 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

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

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax

Adjustments for:
Depreciation expense
Amortization expense
Impairment loss recognized on trade receivables
Finance costs
Interest income
Dividend income
Compensation cost of employee share options
Compensation cost of employee restricted shares
Share of loss of associates
(Gain) loss on disposal of property, plant and equipment
Gain on disposal of investments
Unrealized gain on the transactions with associates
Realized gain on the transactions with associates
Loss on foreign currency exchange
Changes in operating assets and liabilities
Decrease in financial assets held for trading
Increase in notes receivable and trade receivables
Decrease in receivables from related parties
Decrease in other receivables
Increase in inventories
Decrease (increase) in other current assets
Decrease in financial liabilities held for trading
Decrease in notes payable and trade payables
Increase (decrease) in payables to related parties
Decrease in other payables
Increase in other payables to related parties
Increase (decrease) in provisions
Decrease in other current liabilities
Increase in net defined benefit liabilities

Cash used in operations
Interest received
Dividend received
Interest paid
Income tax paid

Net cash used in operating activities
Six Months Ended June 30



2015
(Reviewed)
2014
(Reviewed after
Restated)
$ (1,570,962) $ (3,080,688)
2,887,083
3,665,516
92,160
122,559
-
271
138,374
140,330
(18,418)
(33,443)
(35,399)
(47,877)
-
45
156,674
-
13,121
6,926
(4,655)
9,853
(7,491)
(21,213)
35
-
-
(13)
59,533
4,195
51
445
(386,858)
(405,268)
216,905
162,572
5,945
6,921
(1,110,231)
(863,197)
22,062
(80,877)
(7,113)
-
(7,365)
(186,202)
1,805
(13,805)
(635,409)
(626,143)
4,654
3,314
22,483
(14,251)
(6,009)
(8,025)

259

51,392
(168,766)
(1,206,663)
19,661
33,878
35,398
47,877
(138,603)
(143,175)

(122,559)

(60,051)

(374,869)

(1,328,134)
(Continued)
  • 6 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

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

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on sale of financial assets measured at cost

Proceeds from return of capital on financial assets measured at cost
Disposal of subsidiaries (Note 30)
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets
Increase in other financial assets
Increase in other non-current assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings

Proceeds from guarantee deposits received
Refund of guarantee deposits received
Increase in other non-current liabilities
Decrease in other non-current liabilities
Increase in non-controlling interests

Net cash used in financing activities

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

NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
PERIOD

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
Six Months Ended June 30








2015
(Reviewed)
2014
(Reviewed after
Restated)
$ - $ 5,735
28,209
3,481
-
(50,687)
(1,011,856)
(788,246)
5,402
14
(16,004)
(466)
15,724
434
(20,546)
(150,678)
(16,090)
(209)

(2,054)

(22,766)

(1,017,215)

(1,003,388)
5,434,900
791,663
(5,243,320)
(603,590)
8,872,827
2,222,372
(11,444,508)
(4,633,565)
36
-
(13,214)
-
-
227
(194)
-

113

101

(2,393,360)

(2,222,792)

(39,948)

19,050
(3,825,392)
(4,535,264)

7,636,201

11,978,574
$ 3,810,809
$ 7,443,310

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated July 22, 2015)

(Concluded)

  • 7 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (Reviewed, Not Audited)

1. GENERAL INFORMATION

Macronix International Co., Ltd. (the “Company”) was incorporated in the Republic of China (“ROC”) on December 9, 1989 and commenced business in December 1989. The Company operates principally as a designer, manufacturer and supplier of integrated circuits and memory chips. The Company also performs design, research and development, consultation and trade of relevant products.

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

The consolidated financial statements are presented in the Company’s functional currency, New Taiwan dollars.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s Board of Directors and authorized for issue on July 22, 2015.

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

  • a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 2013 version of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) endorsed by the Financial Supervisory Commission (FSC).

Rule No.1030029342 and Rule No.1030010325 issued by the FSC on April 3, 2014, stipulated that the Group should apply the 2013 version of IFRS, IAS, IFRIC and SIC (collectively, the “IFRSs”) endorsed by the FSC and the related amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers starting January 1, 2015.

Except for the following, whenever applied, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 2013 IFRSs version would not have any material impact on the Group’s accounting policies:

1) IFRS 10 “Consolidated Financial Statements”

IFRS 10 replaces IAS 27 “Consolidated and Separate Financial Statements” and SIC 12 “Consolidation - Special Purpose Entities”. The Group considers whether it has control over other entities for consolidation. The Group has control over an investee if and only if it has i) power over the investee; ii) exposure, or rights, to variable returns from its involvement with the investee and iii) the ability to use its power over the investee to affect the amount of its returns. Additional guidance has been included in IFRS 10 to explain when an investor has control over an investee.

  • 8 -

  • 2) IFRS 12 “Disclosure of Interests in Other Entities”

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

  • 3) Revision to IAS 28 “Investments in Associates and Joint Ventures”

Revised IAS 28 requires when a portion of an investment in an associate meets the criteria to be classified as held for sale, that portion is classified as held for sale. Any retained portion that has not been classified as held for sale is accounted for using the equity method. Under current IAS 28, when a portion of an investment in associates meets the criteria to be classified as held for sale, the entire investment is classified as held for sale and ceases to apply the equity method.

  • 4) IFRS 13 “Fair Value Measurement”

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

The fair value measurements under IFRS 13 will be applied prospectively from January 1, 2015. Refer to Note 34 for related disclosures.

  • 5) Amendment to IAS 1 “Presentation of Items of Other Comprehensive Income”

The amendment to IAS 1 requires items of other comprehensive income to be grouped into those items that (1) will not be reclassified subsequently to profit or loss; and (2) may be reclassified subsequently to profit or loss. Income taxes on related items of other comprehensive income are grouped on the same basis. Under current IAS 1, there were no such requirements.

The Group retrospectively applied the above amendments starting in 2015. Items not expected to be reclassified to profit or loss are remeasurements of the defined benefit plans. Items expected to be reclassified to profit or loss are the exchange differences on translating foreign operations, unrealized gain (loss) on available-for-sale financial assets, and share of the other comprehensive income (except the share of the remeasurements of the defined benefit plans) of associates accounted for using the equity method. However, the application of the above amendments will not have any impact on the net profit for the period, other comprehensive income for the period (net of income tax), and total comprehensive income for the period.

6) Revision to IAS 19 “Employee Benefits”

Revised IAS 19 requires the recognition of changes in defined benefit obligations and in the fair value of plan assets when they occur, and hence eliminate the “corridor approach” permitted under current IAS 19 and accelerate the recognition of past service costs. The revision requires all remeasurements of the defined benefit plans to be recognized immediately through other comprehensive income in order for the net pension asset or liability to reflect the full value of the plan deficit or surplus. Remeasurement of the defined benefit plans is presented separately as accumulated deficits.

  • 9 -

Furthermore, the interest cost and expected return on plan assets used in current IAS 19 are replaced with a “net interest” amount, which is calculated by applying the discount rate to the net defined benefit liability or asset. In addition, the revised IAS 19 introduces certain changes in the presentation of the defined benefit cost, and also includes more extensive disclosures.

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

On initial application of the revised IAS 19, the changes in cumulative employee benefit costs as of December 31, 2013 resulting from the retrospective application are adjusted to net defined benefit liabilities, deferred tax assets and retained earnings; the carrying amounts of inventories are not adjusted. In addition, in preparing the consolidated financial statements, the Group elected not to present comparative information about the sensitivity of the defined benefit obligation.

The impact on the current period is set out below:

June 30, June 30,
Impact on Assets, Liabilities and Equity 2015

Decrease in net defined benefit liabilities
$
2,840
Decrease in accumulated deficit $
2,840
For the Six
Months Ended
June 30,
Impact on Total Comprehensive Income 2015

Decrease in operating costs
$
1,606
Decrease in operating expenses 1,234
Decrease in net loss for the period $
2,840
For the Three
Months Ended
June 30,
Impact on Total Comprehensive Income 2015

Decrease in operating costs
$
800
Decrease in operating expenses 620
Decrease in net loss for the period $
1,420
  • 10 -

The impact on the prior reporting periods is set out below:

Impact on Assets,
Liabilities and Equity
December 31, 2014
Accrued pension liabilities

Accumulated deficit

June 30, 2014
Accrued pension liabilities

Accumulated deficit

Non-controlling interests

January 1, 2014
Accrued pension liabilities

Accumulated deficit

Non-controlling interests

Impact on
Total Comprehensive Income
For the six months ended
June 30, 2014
Operating costs

Operating expenses

Total effect on net loss for the period

Total effect on total comprehensive loss
for the period

Impact on net loss attributable to:
Shareholders of the parent

Non-controlling interests


Impact on total comprehensive loss
attributable to:
Shareholders of the parent

Non-controlling interests

As Originally
Stated
$ 943,810

$ (13,640,051)

$ 880,696

$ (10,251,369)

$ 22,908

$ 825,606

$ (7,178,843)

$ 47,021

As Originally
Stated
$ 8,568,579

$ 4,262,941

$ (3,087,478)

$ (2,847,476)

$ (3,072,526)

(14,952)

$ (3,087,478)

$ (2,833,289)

(14,187)

$ (2,847,476)
Adjustments
Arising from
Initial
Application
$ 172,698

$ (172,698)

$ 97,906

$ (97,961)

$ 55

$ 101,604

$ (101,659)

$ 55

Adjustments
Arising from
Initial
Application
$ (2,093)

$ (1,605)

$ 3,698

$ 3,698

$ 3,698

-

$ 3,698

$ 3,698

-

$ 3,698
Restated
$ 1,116,508
$ (13,812,749)
$ 978,602
$ (10,349,330)
$ 22,963
$ 927,210
$ (7,280,502)
$ 47,076
Restated
$ 8,566,486
$ 4,261,336
$ (3,083,780)
$ (2,843,778)
$ (3,068,828)

(14,952)
$ (3,083,780)
$ (2,829,591)

(14,187)
$ (2,843,778)
(Continued)
  • 11 -
Impact on
Total Comprehensive Income
For the three months ended
June 30, 2014
Operating costs

Operating expenses

Total effect on net loss for the period

Total effect on total comprehensive loss
for the period

Impact on net loss attributable to:
Shareholders of the parent

Non-controlling interests


Impact on total comprehensive loss
attributable to:
Shareholders of the parent

Non-controlling interests

As Originally
Stated
$ 4,664,799

$ 2,105,621

$ (1,802,093)

$ (1,827,066)

$ (1,796,266)

(5,827)

$ (1,802,093)

$ (1,821,985)

(5,081)

$ (1,827,066)
Adjustments
Arising from
Initial
Application
$ (1,037)

$ (812)

$ 1,849

$ 1,849

$ 1,849

-

$ 1,849

$ 1,849

-

$ 1,849
Restated
$ 4,663,762
$ 2,104,809
$ (1,800,244)
$ (1,825,217)
$ (1,794,417)

(5,827)
$ (1,800,244)
$ (1,820,136)

(5,081)
$ (1,825,217)
(Concluded)

7) Amendments to IFRS 7 “Disclosure - Offsetting Financial Assets and Financial Liabilities”

The amendments to IFRS 7 require disclosure of information about rights of offset and related arrangements (such as collateral posting requirements) for financial instruments under enforceable master netting arrangements and similar arrangements. Refer to Note 34 for related disclosure.

  • 8) Amendments to IAS 32 “Offsetting Financial Assets and Financial Liabilities”

The amendments to IAS 32 clarify the requirements relating to the offset of financial assets and financial liabilities. Specifically, the amendments clarify the meaning of “currently has a legally enforceable right of set-off” and “simultaneous realization and settlement”.

  • 9) Annual Improvements to IFRSs: 2009-2011 Cycle

Several standards including IFRS 1 “First-time Adoption of International Financial Reporting Standards”, IAS 1 “Presentation of Financial Statements”, IAS 16 “Property, Plant and Equipment”, IAS 32 “Financial Instruments: Presentation” and IAS 34 “Interim Financial Reporting” were amended in this annual improvement.

The amendments to IAS 1 clarify that an entity is required to present a balance sheet as at the beginning of the preceding period when a) it applies an accounting policy retrospectively, or makes a retrospective restatement or reclassifies items in its financial statements, and b) the retrospective application, restatement or reclassification has a material effect on the information in the balance sheet at the beginning of the preceding period. The amendments also clarify that related notes are not required to accompany the balance sheet at the beginning of the preceding period.

  • 12 -

The amendments to IAS 16 clarify that spare parts, stand-by equipment and servicing equipment should be recognized in accordance with IAS 16 when they meet the definition of property, plant and equipment and otherwise as inventory.

The amendments to IAS 32 clarify that income tax relating to distributions to holders of an equity instrument and to transaction costs of an equity transaction should be accounted for in accordance with IAS 12 “Income Taxes”.

The amendments to IAS 34 clarify that a measure of total liabilities for a reportable segment would be disclosed in interim financial reporting when such amounts are regularly provided to the chief operating decision maker of the Group and there has been a material change from the amounts disclosed in the last annual financial statements for that reportable segment. Refer to Note 40.

The initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 2013 IFRSs version in 2015 has material effect on the consolidated balance sheet. The Group would present the consolidated balance sheet as of January 1, 2014 in accordance of the above amendments to IAS 1 and disclose related information in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”, but not required to make disclosures about the line items of the balance sheet as of January 1, 2014.

  • b. New IFRSs in issue but not yet endorsed by FSC

The Group has not applied the following New IFRSs issued by the IASB but not yet endorsed by the FSC. As of the date the consolidated financial statements were authorized for issue, the FSC has not announced their effective dates.

New IFRSs
Annual Improvements to IFRSs 2010-2012 Cycle

Annual Improvements to IFRSs 2011-2013 Cycle

Annual Improvements to IFRSs 2012-2014 Cycle

IFRS 9 “Financial Instruments”

Amendments to IFRS 9 and IFRS 7 “Mandatory Effective Date of
IFRS 9 and Transition Disclosures”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

Amendments to IFRS 10, IFRS 12 and IAS 28“'Investment Entities:
Applying the Consolidation Exception”

Amendment to IFRS 11 “Accounting for Acquisitions of Interests in
Joint Operations”

IFRS 14 “Regulatory Deferral Accounts”

IFRS 15 “Revenue from Contracts with Customers”

Amendment to IAS 1 “Disclosure Initiative”

Amendments to IAS 16 and IAS 38 “Clarification of Acceptable
Methods of Depreciation and Amortization”

Amendments to IAS 16 and IAS 41 “Agriculture: Bearer Plants”

Amendment to IAS 19 “Defined Benefit Plans: Employee
Contributions”

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

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

IFRIC 21 “Levies”
Effective Date
Announced by IASB (Note 1)
July 1, 2014 (Note 2)
July 1, 2014
January 1, 2016 (Note 4)
January 1, 2018
January 1, 2018
January 1, 2016 (Note 3)
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2017
January 1, 2016
January 1, 2016
January 1, 2016
July 1, 2014
January 1, 2014
January 1, 2014
January 1, 2014
  • 13 -

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

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

  • Note 3: Prospectively applicable to transactions occurring in annual periods beginning on or after January 1, 2016.

  • Note 4: The amendment to IFRS 5 is applied prospectively to changes in a method of disposal that occur in annual periods beginning on or after January 1, 2016; the remaining amendments are effective for annual periods beginning on or after January 1, 2016.

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

  • 1) IFRS 9 “Financial Instruments”

Recognition and measurement of financial assets

With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are subsequently measured at amortized cost or fair value. Under IFRS 9, the requirement for the classification of financial assets is stated below.

For the Group’s debt instruments that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, their classification and measurement are as follows:

  • a) For debt instruments, if they are held within a business model whose objective is to collect the contractual cash flows, the financial assets are measured at amortized cost and are assessed for impairment continuously with impairment loss recognized in profit or loss, if any. Interest revenue is recognized in profit or loss by using the effective interest method;

  • b) For debt instruments, if they are held within a business model whose objective is achieved by both the collecting of contractual cash flows and the selling of financial assets, the financial assets are measured at fair value through other comprehensive income (FVTOCI) and are assessed for impairment. Interest revenue is recognized in profit or loss by using the effective interest method, and other gain or loss shall be recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses. When the debt instruments are derecognized or reclassified, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.

Except for above, all other financial assets are measured at fair value through profit or loss. However, the Group may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gain or loss previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.

  • 14 -

The impairment of financial assets

IFRS 9 requires that impairment loss on financial assets is recognized by using the “Expected Credit Losses Model”. The credit loss allowance is required for financial assets measured at amortized cost, financial assets mandatorily measured at FVTOCI, lease receivables, contract assets arising from IFRS 15 “Revenue from Contracts with Customers”, certain written loan commitments and financial guarantee contracts. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition and is not low. However, a loss allowance for full lifetime expected credit losses is required for trade receivables that do not constitute a financing transaction.

For purchased or originated credit-impaired financial assets, the Group takes into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. Subsequently, any changes in expected losses are recognized as a loss allowance with a corresponding gain or loss recognized in profit or loss.

2) Amendment to IAS 36 “Recoverable Amount Disclosures for Non-financial Assets”

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

3) IFRIC 21 “Levies”

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

  • 4) Annual Improvements to IFRSs: 2010-2012 Cycle

Several standards including IFRS 2 “Share-based Payment”, IFRS 3 “Business Combinations” and IFRS 8 “Operating Segments” were amended in this annual improvement.

The amended IFRS 2 changes the definitions of “vesting condition” and “market condition” and adds definitions for “performance condition” and “service condition”. The amendment clarifies that a performance target can be based on the operations (i.e. a non-market condition) of the Group or another entity in the same group or the market price of the equity instruments of the Group or another entity in the same group (i.e. a market condition); that a performance target can relate either to the performance of the Group as a whole or to some part of it (e.g. a division); and that the period for achieving a performance condition must not extend beyond the end of the related service period. In addition, a share market index target is not a performance condition because it not only reflects the performance of the Group, but also of other entities outside the Group.

  • 15 -

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

The amended IFRS 8 requires an entity to disclose the judgments made by management in applying the aggregation criteria to operating segments, including a description of the operating segments aggregated and the economic indicators assessed in determining whether the operating segments have “similar economic characteristics”. The amendment also clarifies that a reconciliation of the total of the reportable segments’ assets to the entity’s assets should only be provided if the segments’ assets are regularly provided to the chief operating decision-maker.

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

IAS 24 was amended to clarify that a management entity providing key management personnel services to the Group is a related party of the Group. Consequently, the Group is required to disclose as related party transactions the amounts incurred for the service paid or payable to the management entity for the provision of key management personnel services. However, disclosure of the components of such compensation is not required.

  • 5) Annual Improvements to IFRSs: 2011-2013 Cycle

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

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

The scope in IFRS 13 of the portfolio exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis was amended to clarify that it includes all contracts that are within the scope of, and accounted for in accordance with, IAS 39 or IFRS 9, even if those contracts do not meet the definitions of financial assets or financial liabilities within IAS 32.

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

  • 6) Amendments to IAS 16 and IAS 38 “Clarification of Acceptable Methods of Depreciation and Amortization”

The entity should use appropriate depreciation and amortization method to reflect the pattern in which the future economic benefits of the property, plant and equipment and intangible asset are expected to be consumed by the entity.

The amended IAS 16 “Property, Plant and Equipment” requires that a depreciation method that is based on revenue that is generated by an activity that includes the use of an asset is not appropriate. The amended standard does not provide any exception from this requirement.

The amended IAS 38 “Intangible Assets” requires that there is a rebuttable presumption that an amortization method that is based on revenue that is generated by an activity that includes the use of an intangible asset is not appropriate. This presumption can be overcome only in the following limited circumstances:

  • 16 -

  • a) In which the intangible asset is expressed as a measure of revenue (for example, the contract that specifies the entity’s use of the intangible asset will expire upon achievement of a revenue threshold); or

  • b) When it can be demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly correlated.

An entity should apply the aforementioned amendments prospectively for annual periods beginning on or after the effective date.

  • 7) IFRS 15 “Revenue from Contracts with Customers”

IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers, and will supersedes IAS 18 “Revenue”, IAS 11 “Construction Contracts”.

When applying IFRS 15, an entity shall recognize revenue by applying the following steps:

  • Identify the contract with the customer;

  • Identify the performance obligations in the contract;

  • Determine the transaction price;

  • Allocate the transaction price to the performance obligations in the contracts; and

  • Recognize revenue when the entity satisfies a performance obligation.

When IFRS 15 is effective, an entity may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this Standard recognized at the date of initial application.

  • 8) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”

The amendments stipulated that, when an entity sells or contributes assets that constitute a business (as defined in IFRS 3) to an associate, the gain or loss resulting from the transaction is recognized in full. Also, when an entity loses control of a subsidiary that contains a business but retains significant influence, the gain or loss resulting from the transaction is recognized in full.

Conversely, when an entity sells or contributes assets that do not constitute a business to an associate, the gain or loss resulting from the transaction is recognized only to the extent of the unrelated investors’ interest in the associate, i.e. the entity’s share of the gain or loss is eliminated. Also, when an entity loses control of a subsidiary that does not contain a business but retains significant influence in an associate, the gain or loss resulting from the transaction is recognized only to the extent of the unrelated investors’ interest in the associate, i.e. the entity’s share of the gain or loss is eliminated.

  • 9) Annual Improvements to IFRSs: 2012-2014 Cycle

Several standards including IFRS 5 “Non-current assets held for sale and discontinued operations”, IFRS 7, IAS 19 and IAS 34 were amended in this annual improvement.

IFRS 5 was amended to clarify that reclassification between non-current assets (or disposal group) “held for sale” and non-current assets “held for distribution to owners” does not constitute a change to a plan of sale or distribution. Therefore, previous accounting treatment is not reversed. The amendment also explains that assets that no longer meet the criteria for “held for distribution to owners” and do not meet the criteria for “held for sale” should be treated in the same way as assets that cease to be classified as held for sale.

  • 17 -

The amendments to IFRS 7 provide additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset. In addition, the amendments clarify that the offsetting disclosures are not explicitly required for all interim periods.

IAS 19 was amended to clarify that the depth of the market for high quality corporate bonds used to estimate discount rate for post-employment benefits should be assessed by the market of the corporate bonds denominated in the same currency as the benefits to be paid, i.e. assessed at currency level (instead of country or regional level).

IAS 34 was amended to clarify that other disclosure information required by IAS 34 should be included in interim financial statements. If the Group includes the information in other statements (such as management commentary or risk report) issued at the same time, it is not required to repeat the disclosure in the interim financial statements. However, it is required to include a cross-reference from the interim financial statements to that issued statements that is available to users on the same terms and at the same time as the interim financial statements.

10) Amendment to IAS 1 “Disclosure Initiative”

The amendment clarifies that the consolidated financial statements should be prepared for the purpose of disclosing material information. To improve the understandability of its consolidated financial statements, the Group should disaggregate the disclosure of material items into their different natures or functions, and disaggregate material information from immaterial information.

The amendment further clarifies that the Group should consider the understandability and comparability of its consolidated financial statements to determine a systematic order in presenting its footnotes.

  • 11) Amendments to IFRS 10, IFRS 12 and IAS 28 “'Investment Entities: Applying the Consolidation Exception”

The amendments clarified that when the Group (non-investment entity) applies the equity method to an associate or a joint venture that is an investment entity, the Group may retain the fair value measurements that the associate or joint venture used for its subsidiaries.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICY

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, or other regulations and IAS 34 “Interim Financial Reporting” as endorsed by the FSC. Disclosure information included in the consolidated financial reports is less than those required in a complete set of annual financial statements.

b. Basis of consolidation

See Note 12 and Table 4 for the detailed information of subsidiaries (including the percentage of ownership and main business).

  • 18 -

c. Other important accounting policies

The accounting policies described in the consolidated financial statements were consistent with those applied in the consolidated financial statements for the year ended December 31, 2014, except for the following:

1) Employee benefits

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur and is reflected immediately in accumulated deficit and will not be reclassified to profit or loss.

Net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

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

2) Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax. Interim period income taxes are assessed on an annual basis and calculated by applying to an interim period's pre-tax income the tax rate that would be applicable to expected total annual earnings.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The same critical accounting judgments and key sources of estimation uncertainty of consolidated financial statements have been followed in these consolidated financial statements as were applied in the preparation of the consolidated financial statements for the year ended December 31, 2014.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalent
Time deposits

June 30,
2015
December 31,
2014
$ 320
$ 452

1,844,016
1,893,935

1,966,473

5,741,814

$ 3,810,809
$ 7,636,201
June 30,
2014
$ 388
1,228,901

6,214,021
$ 7,443,310
  • 19 -

The market rate intervals of cash in bank at the end of the reporting period were as follows:

7. June 30,
2015
December 31,
2014
June 30,
2014
Bank balance
0.001%-3.70% 0.001%-1.36% 0.001%-1.36%
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
June 30,
2015
December 31,
2014
June 30,
2014
Financial assets at FVTPL
Financial assets held for trading
Derivative financial assets (not under hedge
accounting)
Foreign exchange forward contracts
$ 44
$ 95
$ 913
Financial liabilities at FVTPL
Financial liabilities held for trading
Derivative financial liabilities (not under hedge
accounting)
Foreign exchange forward contracts
$ -
$ 7,113
$ -

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

Contract Amount
Contract Currency Maturity Date (In Thousands)
June 30, 2015
Sell USD/NTD 2015.07 USD1,000/NTD30,960
December 31, 2014
Sell USD/NTD 2015.01 USD18,000/NTD562,947
June 30, 2014
Sell USD/NTD 2014.07 USD6,000/NTD179,969

The Group entered into foreign exchange forward contracts during the six months ended June 30, 2015 and 2014 to manage exposures due to exchange rate fluctuations of foreign currency denominated assets and liabilities.

  • 20 -

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

Non-current
Domestic investments
Listed shares

Foreign investments
Listed shares


FINANCIAL ASSETS MEASURED AT COST
Non-current
Domestic unlisted common shares

Overseas unlisted common shares


Classified according to financial asset
measurement categories
Available-for-sale financial assets
June 30,
2015
December 31,
2014
$ 997,729
$ 982,975


296,307

260,167

$ 1,294,036
$ 1,243,142

June 30,
2015
December 31,
2014
$ 58,500
$ 79,217

33,329

34,182

$ 91,829
$ 113,399

$ 91,829
$ 113,399
June 30,
2014
$ 1,006,328

183,650
$ 1,189,978
June 30,
2014
$ 79,218

32,254
$ 111,472
$ 111,472







9. FINANCIAL ASSETS MEASURED AT COST

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

10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES

Notes receivable
Operating

Trade receivables
Operating
Less: Allowance for impairment loss


June 30,
2015
December 31,
2014
$ 268
$ 790

3,021,493
2,698,636

271

271


3,021,222

2,698,365

$ 3,021,490
$ 2,699,155
June 30,
2014
$ 992
3,240,050

2,247

3,237,803
$ 3,238,795
(Continued)
  • 21 -
Other receivables
Tax receivable

Others

June 30,
2015
December 31,
2014
$ 102,377
$ 148,843


50,590

12,461

$ 152,967
$ 161,304
June 30,
2014
$ 120,511

15,804
$ 136,315
(Concluded)
  • a. Trade Receivables

The average credit period for sales of goods was 60 days. In determining the recoverability of a trade receivable, the Group evaluates each customer’s credibility and financial position and considered any change in the credit quality of the trade receivable since the date credit was initially granted to the end of the reporting period.

Before accepting any new customer, the Group uses an internal credit scoring system to assess the potential customer’s credit quality and defines credit limits by customer.

Of the trade receivables balance (see aging analysis below) that were past due at the end of the reporting period, the Group had not recognized an allowance for impaired notes receivables and trade receivables, because there had not been a significant change in credit quality and the amounts were still considered recoverable.

The aging of receivables was as follows:

Less than 60 days

61-120 days
Over 121 days

June 30,
2015
December 31,
2014


$ 2,990,896
$ 2,690,795

29,401
6,315

1,196

1,526

$ 3,021,493
$ 2,698,636
June 30,
2014
$ 3,059,759
359

179,932

$ 3,240,050

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

Past due but not impaired
Less than 60 days

61-120 days
Over 121 days

June 30,
2015
December 31,
2014


$ 39,553
$ 54,113

29,401
6,315
925

1,255

$ 69,879
$ 61,683
June 30,
2014
$ 46,379
359

177,685
$ 224,423

The above aging schedule was based on the past due date.

As of June 30, 2015, the Group did not hold collateral for most of the receivables.

  • 22 -

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

Individually
Assessed for
Impairment
Assembly
Assessed for
Impairment


Balance at January 1, 2014
$ 1,976
$ -

Add: Impairment losses recognized on
receivables

271

-

Balance at June 30, 2014
$ 2,247
$ -

Balance at January 1, 2015 and June 30, 2015
$ 271
$ -
Total
$ 1,976

271
$ 2,247
$ 271
  • b. Notes Receivable and other receivables

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

11. INVENTORIES

Finished goods and merchandise

Work in progress
Raw materials

June 30,
2015
$ 1,426,354
8,693,289

292,231

$ 10,411,874
December 31,
2014
$ 1,156,530

7,857,969

287,144

$ 9,301,643
June 30,
2014
$ 957,457

8,408,790

289,921
$ 9,656,168

The cost of inventories recognized as cost of goods sold for the three months ended June 30, 2015 and 2014 included inventory write-downs of NT$138,591 thousand and NT$548,997 thousand, respectively, and the cost of inventories recognized as cost of goods sold for the six months ended June 30, 2015 and 2014 included inventory write-downs of NT$286,745 thousand and NT$809,380 thousand, respectively.

12. SUBSIDIARIES

Subsidiary included in consolidated financial statements

As of June 30, 2015, the Company has direct and indirect majority ownership in the following subsidiaries: Run Hong Investment, Ltd. (“Run Hong”), Hui Ying Investment, Ltd. (“Hui Ying”), Mxtran Inc. (“Mxtran”), Infomax Communication Co., Ltd. (“INFOMAX”), Macronix America Inc. (“MXA”), Macronix (BVI) Co., Ltd. (“MXBVI”), Mxtran Holding (Samoa) Co., Ltd. (“Mxtran Samoa”), Mxtran (H.K.) Holding Co., Limited (“Mxtran HK”), Maxtran Technology Co., Ltd. (“Maxtran Beijing”), Infomax Holding Co., Ltd. (“Infomax Samoa”), Infomax Holding Company Limited (“Infomax HK”), Infomax Communication (Suzhou) Co., Ltd. (“Infomax SU”), New Trend Technology Inc. (“NTTI”), Macronix (Asia) Limited (“MX Asia”), Macronix Pte. Ltd. (“MPL”), Macronix Europe NV. (“MXE”), Macronix (Hong Kong) Co., Ltd. (“MXHK”) and Macronix Microelectronics (Suzhou) Co., Ltd. (“MXm”).

  • 23 -
Investor
Investee
Main Business
The Company
Run Hong
Investment company
The Company
Hui Ying
Investment company
The Company and Run
Hong
Magic Pixel Inc. (“MPI”)
Fabless multimedia system on chip
The Company and Run
Hong
Mxtran
Combi-SIM IC and the related
service
The Company and Run
Hong
INFOMAX
Baseband chip, analog baseband
chip, and power management chip
The Company
MXA
Sales and marketing
The Company
MXBVI
Investment company
MPI
Magic Pixel Inc. (“MPI
Samoa”)
Investment company
MPI Samoa
Magic Pixel Holding
Company Limited
(“MPI HK”)
Investment company
MPI HK
Magic Pixel (Shen Zhen)
Co., Ltd. (“MPI SZ”)
Sales and technical support of
fabless multimedia system on chip
Mxtran
Mxtran Samoa
Investment company
Mxtran Samoa
Mxtran HK
Investment company
Mxtran HK
Maxtran Beijing
Technical support of Combi-SIM IC
INFOMAX
Infomax Samoa
Investment company
Infomax Samoa
Infomax HK
Investment company
Infomax HK
Infomax SU
Software, rendering and technical
service
MXBVI
NTTI
IC design
MXBVI
MX Asia
Investment company
MXBVI
MPL
After-sales service
MXBVI
MXE
After-sales service
MXBVI
MXHK
Sales and marketing
MXHK
MXm
Development of integrated circuit
system and software
% of Ownership
June 30,
2015
December 31,
2014
June 30,
2014
Remark
100.00
100.00
100.00
-
100.00
100.00
100.00
-
-
-
83.11
Note
94.84
94.15
94.15
-
99.02
99.02
99.02
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
Note
Note
100.00
-
Note
Note
100.00
-
Note
Note
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-

Note : On August 28, 2014, the Group entered into a sale agreement to dispose of MPI. On September 10, 2014, the disposal was completed. The Group also determined it lost control over MPI and its subsidiaries and therefore did not include this investee in the consolidated financial statements; MPI merged with MoDioTek in November, 2014, and MoDioTek was a surviving company.

13. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in associates

June 30,
2015
December 31,
2014
Associates
MoDioTek
$ 25,405
$ 38,599

% of Ownership
Name of Associate
Main Business
Principal Place
of Business
June 30,
2015
December 31,
2014
MoDioTek
Wi-Fi video transmission
IC and smart security
systems
Hsinchu City
23.39
23.39
June 30,
2015
December 31,
2014
Associates
MoDioTek
$ 25,405
$ 38,599

% of Ownership
Name of Associate
Main Business
Principal Place
of Business
June 30,
2015
December 31,
2014
MoDioTek
Wi-Fi video transmission
IC and smart security
systems
Hsinchu City
23.39
23.39
June 30,
2015
December 31,
2014
Associates
MoDioTek
$ 25,405
$ 38,599

% of Ownership
Name of Associate
Main Business
Principal Place
of Business
June 30,
2015
December 31,
2014
MoDioTek
Wi-Fi video transmission
IC and smart security
systems
Hsinchu City
23.39
23.39
June 30,
2014
$ 55,609
June 30,
2015
23.39

December 31,
2014
23.39
June 30,
2014
23.39
  • 24 -

14. PROPERTY, PLANT AND EQUIPMENT

Cost
Freehold land

Buildings
Machinery equipment
Research and development
equipment
Transportation equipment
Leasehold improvements
Miscellaneous equipment
Advance payments and construction
in progress

Accumulated depreciation and
Impairment
Freehold land
Buildings
Machinery equipment
Research and development
equipment
Transportation equipment
Leasehold improvements
Miscellaneous equipment


Carrying amount at June 30, 2015
Six Months Ended June 30, 2015 Six Months Ended June 30, 2015





Balance,
Beginning of
Period
$ 1,294,628

23,088,007
80,734,087
6,322,265
30,323
41,247
1,198,945

1,804,262

114,513,764

393,380
17,930,640
70,414,495
3,520,962
22,073
26,909

1,076,947


93,385,406

$ 21,128,358
Additions
$ -

-
-
4,325
-
-
5,468

715,117

$ 724,910

$ -

612,287

1,902,115
333,245

1,815

2,687

34,934

$ 2,887,083
Disposals
E
$ -

12,655
182,329
7,044
900
2,419
8,547

-

$ 213,894

$ -

12,655

182,328
6,865

465

2,419

8,415

$ 213,147
ffect of Foreign
Currency
Exchange
Differences

$ (17,386 )

(6,168 )

-
(895 )
(41 )

(1,103 )
(3,691 )

(55)

$ (29,339)

$ 9,819

915
-
548
37
750

2,617

$ 14,686
Reclassification
Balance, End of
Period
$ -
$ 1,277,242

597,753
23,666,937
1,943,979
82,495,737

(1,225,068 )
5,093,583

900
30,282

3,230
40,955

4,933
1,197,108

(1,325,727)

1,193,597
$ -
114,995,441
$ -
383,561
-
18,529,357
597,284
72,731,566
(597,284 )
3,249,510
-
23,386
-
26,427

-

1,100,849
$ -

96,044,656
$ 18,950,785
Cost
Freehold land

Buildings
Machinery equipment
Research and development
equipment
Transportation equipment
Leasehold improvements
Miscellaneous equipment
Advance payments and
construction in progress

Accumulated depreciation
and impairment
Freehold land
Buildings
Machinery equipment
Research and development
equipment
Transportation equipment
Leasehold improvements
Miscellaneous equipment


Carrying amount at
June 30, 2014
Six Mont **hs Ended June 30, ** 2014





Balance,
Beginning of
Period
$ 1,254,023
22,684,751
78,439,414
6,229,051
30,816
45,496
1,201,836

3,289,120

113,174,507

370,449
16,721,347
65,465,651
2,780,190
19,831
26,528

1,062,220


86,446,216

$ 26,728,291
Additions
$ -

-

-
2,393

-

-

8,800

546,894

$ 558,087

$ -

605,499

2,553,516
457,318

2,007

2,695

44,481

$ 3,665,516
Disposals
$ -

9,198

65,021
2,538

-

4,657

41,628

-

$ 123,042

$ -

6,989

57,378
2,538

-

4,657

41,613

$ 113,175
Effect of
Foreign
Currency
Exchange
Differences
$ 1,320

(1,712 )

-
(235 )

(11 )

229

11

9

$ (389)

$ 745

(242 )

-
(149 )

(10 )

260

66

$ 670
Disposal of
Subsidiaries

$ -

-

-

(4,713 )

-

-

(4,149 )

-

$ (8,862)

$ -

-

-

(3,280 )

-

-

(2,983)

$ (6,263)
Reclassification
Balance, End of
Period
$ - $ 1,255,343

244,671
22,918,512

1,509,519
79,883,912

224,023
6,447,981

1,200
32,005

-
41,068

40,722
1,205,592

(2,020,135)

1,815,888
$ -
113,600,301
$ -
371,194

-
17,319,615

41,908
68,003,697

(41,908 )
3,189,633

-
21,828

-
24,826

-

1,062,171
$ -

89,992,964
$ 23,607,337

The carrying amount of the freehold land in the U.S.A. which is unutilized by the Group as of June 30, 2015, December 31, 2014 and June 30, 2014 were US$9,579 thousand, respectively.

  • 25 -

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

Buildings Main buildings 21-40 years Electronic equipment 11-20 years Facility equipment 6 years Landscape engineering 20 years Machinery equipment 4-6 years Research and development equipment 5-6 years Transportation equipment 5-6 years Leasehold improvements 3-16 years Miscellaneous equipment 2-16 years

Refer to note 36 for the carrying amount of property, plant and equipment that had been pledged by the Group to secure long-term bank loans granted to the Group.

15. INTANGIBLE ASSETS

Cost
Software

Licenses
Mask
Others


Accumulated amortization
Software
Licenses
Mask
Others


Carrying amounts at June 30, 2015
**Six Months EndedJune 30, ** **Six Months EndedJune 30, ** 2015





Balance,
Beginning of
Period
$ 643,272
58,913
-

18,459


720,644

455,190
16,629
-

10,482


482,301

$ 238,343
Additions
$ 14,244


2,859

2,535

908

$ 20,546

$ 79,973


9,084

634

2,469

$ 92,160
Disposals
$ 290,285
-
-

253

$ 290,538

$ 290,285
-

-

253

$ 290,538
Effect of
Foreign
Currency
Exchange
Differences
$ (804 )

-

-

(3)

$ (807)

$ (643 )

-

-

-

$ (643)

Balance, End
of Period
$ 366,427
61,772
2,535

19,111

449,845

244,235
25,713
634

12,698

283,280
$ 166,565
Cost
Software

Licenses
Mask
Others

Six Months EndedJune 30, 2014 Six Months EndedJune 30, 2014
Balance,
Beginning of
Period
$ 579,412
38,151
8,028

11,545


637,136
Additions
$ 113,857

35,802

84

935

$ 150,678
Disposals
Disposal of
Subsidiaries
$ 11,047 $ -

5,866
(10,500 )

-
(1,151 )

432

-

$ 17,345
$ (11,651)
Effect of
Foreign
Currency
Exchange
Differences
Reclassificati
on
Balance, End
of Period
$ 914 $ 156 $ 683,292

-
-
57,587

-
-
6,961

(1,877)

3,966

14,137
$ (963)
$ 4,122

761,977
(Continued)
  • 26 -
Accumulated amortization
Software

Licenses
Mask
Others


Carrying amounts at
June 30, 2014
Six Months EndedJune 30, 2014 Six Months EndedJune 30, 2014
Balance,
Beginning of
Period
$ 289,649
26,780
1,857

2,492


320,778

$ 316,358
Additions
$ 110,882

5,493

3,687

2,497

$ 122,559
Disposals
Disposal of
Subsidiaries

$ 11,047 $ -

5,866
(8,653 )

-
(898 )

432

-

$ 17,345
$ (9,551)
Effect of
Foreign
Currency
Exchange
Differences
Reclassificati
on
Balance, End
of Period
$ 944 $ 156 $ 390,584

-
-
17,754

-
-
4,646
-

-

4,557
$ 944
$ 156

417,541
$ 344,436
(Concluded)

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

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

16. PREPAYMENTS FOR LEASE

Current asset (included in other current assets)
Non-current asset (included in other non-current
assets)
June 30,
2015
December 31,
2014


$ 571
$ 585

23,130

23,994
$ 23,701
$ 24,579
June 30,
2014
$ 549

22,791
$ 23,340

Prepaid lease payments include land use rights are located in Mainland China. The Group has obtained the land use right certificates.

17. OTHER FINANCIAL ASSETS

Current
Refundable deposits

Non-current
Restricted time deposits (Note 36)

Refundable deposits
Long-term receivables

June 30,
2015
December 31,
2014






$ 16,865
$ -



$ 166,951
$ 165,799

11,221
13,088
2,733

3,770

$ 180,905
$ 182,657
June 30,
2014
$ -
$ 166,594
12,409

5,304
$ 184,307
  • 27 -

18. OTHER ASSETS

19. Current
Prepayments

Spare parts
Offset against business tax payable
Prepayments for lease
Others


Non-current
Prepayments for lease

Prepayments


BORROWINGS
a. Short-term borrowings

Unsecured borrowings


Letter of credit loan

OA loan

Unsecured borrowings




Interest rate

b. Long-term borrowings
Secured borrowings (Note 36)
Bank loans

Unsecured borrowings


Bank loans

June 30,
2015

$ 339,170

186,141
30,371
571
-

$ 556,253

$ 23,130

105,009

$ 128,139

June 30,
2015




$ 238,012

95,132


1,998,000


$ 2,331,144


1.08%-1.98%

June 30,
2015


$ 9,585,569


2,086,667

11,672,236
December 31,
2014
$ 197,475

350,070
29,530
585
659

$ 578,319

$ 23,994

102,009

$ 126,003

December 31,
2014



$ 535,039

-

1,599,000


$ 2,134,039


1.09%-1.92%

December 31,
2014

$ 9,822,258


4,405,000

14,227,258
June 30,
2014
$ 157,123
331,569
26,578
549

86,874
$ 602,693
$ 22,791

94,102
$ 116,893
June 30,
2014
$ 788,780
-

-
$ 788,780
1.41%-1.80%
June 30,
2014
$ 11,196,852
4,986,667
16,183,519
(Continued)
  • 28 -
June 30,
2015
Less: Current portion
$ 3,317,918
Less: Syndicate loans arrangement fee

30,886

Long-term borrowings: Non-current
$ 8,323,432
Interest rate
1.80%-2.52%
Floating Rate Borrowings
Repayment Terms And Maturity Date
Secured syndicated loan denominated
in NT$ Repayable semi-annually from June 2015
to June 2018.

Unsecured bank borrowing
denominated in NT$ Pay off in September 2015.
Unsecured bank borrowing
denominated in NT$ Repayable quarterly from December 2014
to March 2016.
Secured bank borrowing denominated
in NT$ Repayable quarterly from January 2015 to
October 2018.
Secured bank borrowing denominated
in NT$ Repayable monthly from January 2014 to
December 2018.
Secured bank borrowing denominated
in NT$ Repayable quarterly from January 2015 to
July 2017.
Secured bank borrowing denominated
in NT$ Repayable quarterly from April 2016 to
January 2020.
Unsecured bank borrowing
denominated in NT$ Repayable semi-annually from March
2013 to September 2014 and Repayable
quarterly from December 2014 to
September 2015.
Unsecured bank borrowing
denominated in NT$ Repayable semi-annually from March
2015 to September 2017.
Secured bank borrowing denominated
in JPY
Repayable quarterly from June 2015 to
March 2019.
Secured bank borrowing denominated
in NT$ Repayable monthly from May 2003 to
April 2016.
Unsecured bank borrowing
denominated in NT$ Pay off in September 2014.
Unsecured bank borrowing
denominated in NT$ Pay off in September 2014.
Unsecured bank borrowing
denominated in NT$ Pay off in September 2014.
Unsecured bank borrowing
denominated in NT$ Pay off in March 2015.
Unsecured bank borrowing
denominated in NT$ Pay off in March 2015.
Secured syndicated loan denominated
in NT$ Pay off in June 2015.
Unsecured syndicated loan
denominated in NT$ Pay off in June 2015.
Less: Current portion
Syndicated loan arrangement
fee

Total long-term borrowings
June 30,
2015
$ 3,317,918

30,886
December 31,
2014
June 30,
2014


$ 12,143,430 $ 5,231,357


10,322

11,775



$ 2,073,506
$ 10,940,387
1.57%-2.52%
1.56%-2.15%
(Concluded)
June 30,
2015
December 31,
2014
June 30,
2014
$ 7,650,000
$ - $ -
1,000,000
-
-
720,000
855,000
900,000
700,000
800,000
800,000
568,956
646,799
723,811
260,000
320,000
-
251,900
-
-
200,000
600,000
1,000,000
166,667
200,000
-
97,726
109,280
121,670
56,987
91,179
125,371
-
-
120,000
-
-
66,667
-
-
50,000
-
1,200,000
1,200,000
-
50,000
150,000
-
7,855,000
9,426,000
-
1,500,000
1,500,000
3,317,918
12,143,430
5,231,357

30,886

10,322

11,775
$ 8,323,432
$ 2,073,506
$ 10,940,387

$ 8,323,432

To repay the vested liabilities, the company has entered into a 3-year syndicated loan agreement with 15 financial institutions including Taiwan Cooperative Bank in June 2015. The total amount of 7.65 billion of the syndicated loan has been fully used as of June 30, 2015.

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

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

  • 29 -

The loan agreement requires the maintenance of current ratio, debt ratio, and times interest earned ratio based on semi-annual and annual consolidated financial statements. For the six months ended June 30, 2015, the Group had met the financial ratio requirements.

The details of assets pledged as collaterals for long-term loans are shown in Note 36.

20. NOTES PAYABLE AND TRADE PAYABLES

Notes payable
Operating

Trade payables
Operating

June 30,
2015
December 31,
2014
$ 15
$ 30


1,960,953

1,995,973

$ 1,960,968
$ 1,996,003
June 30,
2014
$ 15

1,821,112
$ 1,821,127

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

21. OTHER PAYABLES

Payable for maintenance and repair

Bonus
Payable for pension
Payable for legal fees
Payable for rework fees
Payable for royalties
Others


PROVISIONS
Current
Employee benefits (a)

Customer returns and rebates (b)

June 30,
2015

$ 203,153

140,442
56,838
51,575
39,506
18,116
534,876

$ 1,044,506

June 30,
2015

$ 78,966

94,134

$ 173,100
December 31,
2014
$ 183,195

282,949
58,305
561,109
41,172
18,937
537,031

$ 1,682,698

December 31,
2014
$ 76,761

73,856

$ 150,617
June 30,
2014
$ 186,948
153,437
59,040
8,800
433,439
278,687
478,976
$ 1,599,327
June 30,
2014
$ 70,942

56,733
$ 127,675





22. PROVISIONS

  • 30 -
Balance at January 1, 2015

Additional provisions recognized
Reversing un-usage balances/usage
Effect of foreign currency exchange differences

Balance at June 30, 2015
Employee
Benefits
Customer
Returns and
Rebates
$ 76,761
$ 73,856

66,226
119,103
(63,772)
(98,785)


(249)

(40)

$ 78,966
$ 94,134
Total
$ 150,617
185,329
(162,557)

(289)
$ 173,100
  • a. The provision for employee benefits represents vested long service leave entitlements accrued.

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

23. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

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

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

b. Defined benefit plans

The defined benefit plan adopted by the Company in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company contribute amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name and are managed by the Bureau of Labor Funds, Ministry of Labor (“the Bureau”); the Group has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

December 31, December 31,
2014
Present value of defined benefit obligation $ 1,576,706
Fair value of plan assets (839,728)
Net defined benefit liability $ 736,978
  • 31 -

Movements in net defined benefit liability were as follows:

Present Value
Of Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Balance at January 1, 2014
$ 1,466,736
$ 797,238

Service cost
Current service cost
6,450
-
Net interest expense

32,944

-

Recognized in profit or loss

39,394

-

Remeasurement
Return on plan assets
-
10,137
Actuarial loss - experience adjustments

76,340

6,287

Recognized in other comprehensive income

76,340

16,424

Contributions from the employer

-

31,830

Benefits paid

(5,764)

(5,764)

Balance at December 31, 2014
$ 1,576,706
$ 839,728
Net Defined
Benefit
Liability
$ 669,498
6,450

32,944

39,394
(10,137)

70,053

59,916

(31,830)

-
$ 736,978

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:


Operating costs

Selling and marketing expenses
General administration
expenses
Research and development
expenses
Three Months Ended June 30
2015
2014
$ 3,311
$ 4,005


334
381
4,951
29,518

1,225

1,598

$ 9,821
$ 35,502
Three Months Ended June 30
2015
2014
$ 3,311
$ 4,005


334
381
4,951
29,518

1,225

1,598

$ 9,821
$ 35,502
Six Months Ended June 30 Six Months Ended June 30



2015
$ 3,311


334
4,951

1,225

$ 9,821


2015
$ 6,646

667
11,296

2,440

$ 21,049
2014
$ 8,079
756
59,025

3,473
$ 71,333

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic/ foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government/corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

  • 32 -

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The principal assumptions used for the purposes of the actuarial valuations were as follows:

December 31,
2014
Discount rate 2.25%
Expected rate of salary increase 3.00%
Expected return on plan assets increase 1.25%
The average duration of the defined benefit obligation 7 years

The Company maintains a separate executive pension plan and the net periodic pension costs were $3,943 thousand and $28,367 thousand for the three months ended June 30, 2015 and 2014 and $9,292 thousand and $56,733 thousand for the six months ended June 30, 2015 and 2014.

24. EQUITY

  • a. Share capital

1) Ordinary shares

Numbers of shares authorized (in
thousand)

Share authorized

Numbers of shares issued and fully paid
(in thousand)

Shares issued
June 30,
2015

6,550,000

$ 65,500,000


3,558,774

$ 35,587,740
December 31,
2014

6,550,000

$ 65,500,000


3,558,774

$ 35,587,740
June 30,
2014

6,550,000
$ 65,500,000

3,521,473
$ 35,214,730

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

A total of 864,704 thousand shares and 650,000 thousand shares of the Company’s authorized shares were reserved for the issuance of convertible bonds and employee share options.

2) Global depositary receipts

On August 28, 2014, the Company’s board of directors resolved to issue GDRs. The Company will issue from 480,000 thousand to 600,000 thousand ordinary shares. On September 30, 2014, the above transaction was approved under Rule No.1030037906 issued by the FSC. On March 16, 2015, the board of directors resolved to cancel the issuance of GDRs. On March 23, 2015, the above resolution was approved under Rule No.1040008949 issued by the FSC.

  • 33 -

b. Capital surplus

May be used to offset a deficit, distributed
as cash dividends, or transferred to share
capital (1)
Arising from employee share options

Arising from donations


May be used to offset a deficit only (2)
Arising from changes in percentage of
ownership interest in subsidiaries


May not be used for any purpose


Arising from treasury share transactions

Arising from employee restricted shares


June 30,
2015
December 31,
2014
$ 317,204
$ 317,204

37

37

$ 317,241
$ 317,241

$ 696
$ 661






$ 26,502
$ 26,502

282,845
(102,752)



$ 309,347
$ (76,250)
June 30,
2014
$ 317,204

37
$ 317,241
$ 458
$ 26,502

-
$ 26,502
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s paid-in capital and once a year).

  • 2) Such capital surplus arises from changes in capital surplus of subsidiaries accounted for by using equity method.

  • c. Retained earnings and dividend policy

The Company’s Articles of Incorporation provide that any profit after annual closing should be used first to cover income tax and accumulated deficit and then make appropriation for legal reserve 10% of the remaining amount (until the amount of the legal reserve equals the amount of the Company’s paid-in capital) and special reserve in accordance with law. The remaining amount will be distributed in the following order:

  • 1) Employee bonus - 15%;

  • 2) Directors remuneration - 2%;

  • 3) Shareholders’ dividends - any remaining amount will be added to the undistributed earnings from previous years.

The company is classified as capital intensive industry. In accordance with the long-term financial program of the company, the above shareholders’ dividends can retain as undistributed earnings, and distribute in future, as determined by the shareholders at Annual General Meeting.

Distributions take the form of cash dividend as the first choice. Nevertheless, it still depends on the Company’s financial, sales or operating condition. The Company’s Articles of Incorporation provide that no more than 50% of the current year’s total amount of distributable earnings can be distributed in the form of stock dividend.

  • 34 -

In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The Company have made consequential amendments to the Company’s Articles of Incorporation and be approved by the annual shareholders’ meeting on June 18, 2015. Due to the net loss for the three months ended June 30, 2015 and 2014 and the six months ended June 30, 2015 and 2014, there were no accrual for bonus to employees and remuneration to directors and supervisors.

Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

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

Information on the bonus to employees, directors and supervisors proposed by the Company’s board of directors is available on the Market Observation Post System website of the Taiwan Stock Exchange.

  • d. Others equity items

  • 1) Exchange differences on translating foreign operations

Balance at January 1

Exchange differences arising on translation of foreign entities

Balance at June 30

Unrealized gain on available-for-sale financial assets
Balance at January 1

Unrealized gain on available-for-sale financial assets


Balance at June 30
Six Months EndedJune 30 Six Months EndedJune 30



2015
2014
$ 27,223

$ (49,141)
(47,199)


961

$ (19,976)

$ (48,180)
Six Months EndedJune 30



2015
$ 917,437

52,503


$ 969,940
2014
$ 506,926

238,276
$ 745,202
  • 2) Unrealized gain on available-for-sale financial assets

  • 3) Unearned employee benefit

In the meeting of shareholders on June 18, 2014, the shareholders approved a restricted share plan for employees. Refer to Note 29 for the information of restricted shares issued.

Balance at January 1

Issuance of shares

Share-based payment expenses recognized


Balance at June 30
Six Months EndedJune 30 Six Months EndedJune 30




2015
$ (209,813)

(371,057)
156,674


$ (424,196)
2014
$ -
-

-
$ -
  • 35 -

e. Non-controlling interests

Balance at January 1

Effect of retrospective application and retrospective restatement
Attributable to non-controlling interests:

Share of loss for the period

Issue of employee share options by subsidiaries

Exchange difference arising on translation of foreign entities

Non-controlling interest arising from acquisition at a
percentage different from its earlier ownership percentage
of subsidiaries (Note 31)

Non-controlling interest relating to outstanding vested share
options held by the employees of subsidiaries

Disposal of subsidiaries

Balance at June 30
Six Months EndedJune 30 Six Months EndedJune 30












2015
$ 13,101

-
(3,659)

-
(115)
4,531
78


-


$ 13,936

2014
$ 47,021
55
(14,952)
45
765
-
66
(10,037)
$ 22,963

f. Treasury shares

The Company’s shares held by its subsidiaries at the end of the reporting periods were as follows:

Number of
Shares Held Carrying
Name of Subsidiary (In Thousands) Amount Market Price
June 30, 2015
Hui Ying 3,899
$ 159,061 $ 23,279
December 31, 2014
Hui Ying 3,899 159,061 27,023
June 30, 2014
Hui Ying 3,899 159,061 28,699

The Company’s shares held by subsidiaries are regarded as treasury shares; shareholder’s rights are retained, except the rights to participate in any share issuance for cash and to vote.

25. REVENUE


Revenue from the sale of goods

Royalty revenue and others

Three Months Ended June 30
2015
2014
$ 4,972,252 $ 4,969,163

2,977

3,548

$ 4,975,229
$ 4,972,711
Six Months Ended June 30 Six Months Ended June 30


2015
$ 4,972,252

2,977

$ 4,975,229


2015
$ 9,673,166

8,337

$ 9,681,503
2014
$ 9,753,983

8,791
$ 9,762,774

The analysis of the Group’s revenue and main products was disclosed in Note 40.

  • 36 -

26. NET LOSS

Net loss was attributable to:

a. Other income


Intellectual property rights
income
Interest income

Dividend income

Others

Three Months Ended June 30
2015
2014
$ - $ -

8,151
15,048

31,584
47,877

10,212

8,622

$ 49,947
$ 71,547
Three Months Ended June 30
2015
2014
$ - $ -

8,151
15,048

31,584
47,877

10,212

8,622

$ 49,947
$ 71,547
Six Months Ended June 30 Six Months Ended June 30




2015
$ -
8,151
31,584

10,212

$ 49,947




2015
$ 951,300

18,418

35,399

19,844

$ 1,024,961
2014
$ -

33,443

47,877
12,381
$ 93,701

b. Other gains and losses


Net foreign exchange (losses)
gains
Net gains (losses) arising on
financial assets designated as
at FVTPL
Gain on disposal investment

Others

Three Months Ended June 30
2015
2014
$ (23,352)
$ (23,582)

695
4,365

7,491
21,213

(425)

1,246

$ (15,591)
$ 3,242
Three Months Ended June 30
2015
2014
$ (23,352)
$ (23,582)

695
4,365

7,491
21,213

(425)

1,246

$ (15,591)
$ 3,242

Six Months Ended June 30

Six Months Ended June 30

Six Months Ended June 30



2015
$ (23,352)

695
7,491

(425)

$ (15,591)


2015
$ (32,373)

124
7,491
(873)

$ (25,631)
2014
$ 25,379
(4,795)
21,213

(3,895)
$ 37,902

c. Finance costs


Interest on loans

Less: Amounts included in
the cost of qualifying
assets
Three Months Ended June 30
2015
2014
$ 74,542
$ 75,950


1,230

5,670

$ 73,312
$ 70,280
Three Months Ended June 30
2015
2014
$ 74,542
$ 75,950


1,230

5,670

$ 73,312
$ 70,280
Six Months Ended June 30 Six Months Ended June 30


2015
$ 74,542


1,230

$ 73,312


2015
$ 142,690


4,316

$ 138,374
2014
$ 153,892

13,562
$ 140,330

Information about capitalized interest was as follows:


Capitalized interest

Capitalization rate
Three Months Ended June 30
2015
2014
$ 1,230
$ 5,670


1.44%
1.86%

Six Months Ended June 30
2015
2014
$ 4,316
$ 13,562
1.72%
1.79%
  • 37 -

d. Depreciation and amortization


Property, plant and equipment
Intangible assets


An analysis of depreciation by
function
Operating costs

Operating expenses


An analysis of amortization by
function
Operating costs

Selling and marking
expenses
General administration
expenses
Research and development
expenses

e. Employee benefits expense

Post-employment benefits
(Note 23)
Defined contribution plans

Defined benefit plans

Share-based payments
Equity-settled share-based
payments
Other employee benefits

Total employee benefits
expense
An analysis of employee
benefits expense by function
Operating costs

Operating expenses

Three Months Ended June 30
2015
2014
$ 1,446,021 $ 1,838,430

42,232

63,232

$ 1,488,253
$ 1,901,662

$ 1,254,167 $ 1,540,263

191,854

298,167

$ 1,446,021
$ 1,838,430

$ 27,674 $ 39,541
145
196
5,985
15,400

8,428

8,095

$ 42,232
$ 63,232

Three Months Ended June 30
2015
2014
$ 61,587 $ 62,942

9,821

35,502

71,408
98,444
104,214
23

1,464,103

1,427,894

$ 1,639,725
$ 1,526,361

$ 726,600 $ 728,425

913,125

797,936

$ 1,639,725
$ 1,526,361
Six Months Ended June 30




















2015
2014
$ 2,887,083 $ 3,665,516

92,160

122,559
$ 2,979,243
$ 3,788,075
$ 2,496,732 $ 3,071,245

390,351

594,271
$ 2,887,083
$ 3,665,516
$ 60,583 $ 75,237

296
341

14,710
30,606

16,571

16,375
$ 92,160
$ 122,559
Six Months Ended June 30






2015
$ 61,587

9,821

71,408
104,214

1,464,103

$ 1,639,725

$ 726,600

913,125

$ 1,639,725
2015
2014
$ 124,191 $ 127,751

21,049

71,333

145,240
199,084

156,674
45

2,837,331

2,867,398
$ 3,139,245
$ 3,066,527
$ 1,455,738 $ 1,471,609

1,683,507

1,594,918
$ 3,139,245
$ 3,066,527
  • 38 -

27. INCOME TAXES RELATING TO CONTINUING OPERATIONS

  • a. Income tax recognized in profit or loss

The major components of tax expense were as follows:

Three Months Ended June 30
2015
2014
Current tax

In respect of the current year
$ 3,573
$ 2,054
In respect of prior years
-
37
Deferred tax
In respect of the current year

1,628

(111)
Income tax expense recognized
in profit or loss
$ 5,201
$ 1,980
b. Integrated income tax
June 30,
2015

Accumulated deficit
Unappropriated earnings generated before
January 1, 1998
$ -

Unappropriated earnings generated on and
after January 1, 1998
(15,392,564)

$ (15,392,564)

Balance of the imputation credit accounts
$ 410,771
Three Months Ended June 30 Three Months Ended June 30 Six Months Ended June 30
2015
2014
$ 6,273
$ 3,204
1
126

1,707

(238)
$ 7,981
$ 3,092
December 31,
2014
June 30,
2014

$ -
$ -
(13,812,749)
(10,349,330)
$ (13,812,749)
$ (10,349,330)
$ 289,482
$ 282,232
Six Months Ended June 30
2015
2014
$ 6,273
$ 3,204
1
126

1,707

(238)
$ 7,981
$ 3,092
December 31,
2014
June 30,
2014

$ -
$ -
(13,812,749)
(10,349,330)
$ (13,812,749)
$ (10,349,330)
$ 289,482
$ 282,232
2014
$ 2,054
37

(111)
$ 1,980
June 30,
2015

$ -

(15,392,564)

$ (15,392,564)

$ 410,771
2014
$ 3,204
126

(238)
$ 3,092
June 30,
2014
$ -
(10,349,330)
$ (10,349,330)
$ 282,232

No tax creditable ratios were calculated for accumulated deficit as of June 30, 2015, December 31, 2014 and June 30, 2014, respectively.

c. Income tax assessments

The Company’s tax returns through 2012 have been assessed by the tax authorities except 2010. The Company disagreed with the tax authorities’ assessment on its 2012 tax returns and had applied for re-examination. The Company was also not satisfied with the results of the review of the 2009 tax returns and had applied for appeal. Nevertheless, the Company has accrued extra income tax base on the assessment by the tax authorities.

28. LOSS PER SHARE


Basic and diluted loss per share
Three Months Ended June 30 Three Months Ended June 30 Three Months Ended June 30 Unit: NT$ Per Share

Six Months Ended June 30
2015
2014
$ (0.45)
$ (0.87)
Unit: NT$ Per Share

Six Months Ended June 30
2015
2014
$ (0.45)
$ (0.87)
Unit: NT$ Per Share

Six Months Ended June 30
2015
2014
$ (0.45)
$ (0.87)
2015
$ (0.35)
2014
$ (0.51)
2015
$ (0.45)
2014
$ (0.87)
  • 39 -

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

Net Loss for the Period

Three Months Ended June 30
Six Months Ended June 30
2015
2014
2015
2014
Loss for the period attributable to
owners of the parent
$ (1,220,566)
$ (1,794,417)
$ (1,575,284)
$ (3,068,828)
Weighted average number of ordinary shares outstanding (in thousand shares):
Three Months Ended June 30
Six Months Ended June 30
2015
2014
2015
2014
Weighted average number of
ordinary shares in computation
of basic and diluted loss per
share

3,517,574

3,517,574

3,517,574

3,517,574
Six Months Ended June 30 Six Months Ended June 30
2015

3,517,574
2014

3,517,574

As disclosed in Note 29 to the financial statements in determining whether the share-based payments are potential ordinary shares. The aforementioned stock options were not included in the calculation of diluted loss per share because they were antidilutive for the six months ended June 30, 2015 and 2014.

29. SHARE-BASED PAYMENT ARRANGEMENTS

  • a. Employee share option plan

Mxtran

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

Information on employee share options was as follows:

Balance at January 1
Options cancelled
Balance at June 30
For the Six Months Ended June 30 For the Six Months Ended June 30
2015
Number of
Options
(In Thousands)
Weighted-
average
Exercise Price
(NT$)
1,309
$ 10.00

(52)
-

1,257
10.00
2014
Number of
Options
(In Thousands)
Weighted-
average
Exercise Price
(NT$)
1,732
$ 10.00

(155)
-

1,577
10.00
  • 40 -

As of June 30, 2015, information about Mxtran’s outstanding and exercisable option was as follows:

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

1,257
2.11
$10.00
Options Exercisable
Number
Exercisable
Options
(Thousand)
Exercise Price
(NT$/Per
Share)

1,257
$10.00

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

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

For the three months ended June 30, 2015 and 2014, the compensation cost recognized was NT$0 and NT$23 thousand, respectively. For the six months ended June 30, 2015 and 2014, the compensation cost recognized was NT$0 and NT$45 thousand, respectively. As of June 30, 2015 and 2014, the estimated percentages of forfeiture due to termination of employment over the remaining vesting period were 2.3% and 6%, respectively.

INFOMAX

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

INFOMAX made capital deduction and increased its share capital by 109,797 thousand shares and 100,000 thousand shares on December 1, 2012 and April 3, 2013, respectively. Each stock option has subscribed for 0.3 common stock share and the exercise price was subject to adjustments for any change of capital structure.

Information on employee share option was as follows:

Balance at January 1
Options cancelled
Balance at June 30
For the Six Months Ended June 30 For the Six Months Ended June 30
2015
Number of
Options
(In Thousands)
Weighted-
average
Exercise Price
(NT$)
7,116
$ 31.87

(35)
-

7,081
31.87
2014
Number of
Options
(In Thousands)
Weighted-
average
Exercise Price
(NT$)
7,341
$ 31.87

(40)
-

7,301
31.87
  • 41 -

As of June 30, 2015, information about INFOMAX’s outstanding and exercisable option was as follows:

Range of
Exercise
Price (NT$)
$31.87
31.87
31.87
Options Issued on or After January 1, 2004
and Outstanding
Number
Outstanding
Options
(Thousand)
Remaining
Contractual
Life (In Years)
Exercise Price
(NT$/Per
Share)
1,111
0.47
$31.87
5,421
0.75
31.87

549
1.57
31.87

7,081
Options Exercisable
Number
Exercisable
Options
(Thousand)
Exercise Price
(NT$/Per
Share)
1,111
$31.87
5,421
31.87

549
31.87

7,081

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

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

For the three months ended June 30, 2015 and 2014, and the six months ended June 30, 2015 and 2014, the compensation cost recognized both were NT$0. As of June 30, 2015 and 2014, the estimated percentages of forfeiture due to termination of employment over the remaining vesting period were both 3%.

b. Restricted Stock Plan for employees

In the shareholders’ meeting on June 18, 2014, the shareholders approved a restricted stock plan for employees of 2014, consisting of 123,251 thousand shares and issuance price of NT$ 0 per share, which has also been approved by the board of directors on July 24, 2014. On August 19, 2014, the FSC issued approval No. 1030031466 which approved this plan. The board of directors approved a restricted stock plan were as below:

Grant Date Grant Shares Fair Value Issued Date Issued Shares
2014/08/28 38,365
$ 7.76 2014/12/25 37,301
2015/03/16 62,213 6.82 Note Note

Note: As of June 30, 2015, the date of issuance was not yet set.

To meet the vesting conditions, an employee has to meet performance and other conditions over the vesting period, as follows:

  • 1) Remain employed by the Company within one year after the grant date; and has a current year’s performance rating of “successful” (or higher) - 40% of restricted shares will be vested;

  • 2) Remain employed by the Company within two years after the grant date; and has a current year’s performance rating of “successful” (or higher) - 30% of restricted shares will be vested;

  • 42 -

  • 3) Remain employed by the Company within three years after grant date; and has a current year’s performance rating of “successful” (or higher) - 30% of restricted shares will be vested.

In addition to the vesting conditions, the limitations are as follows:

  • 1) Employees, except for inheritance, should not sell, transfer, pledge, donate or in any other way dispose of the shares.

  • 2) The shares should be held in stock trust.

  • 3) Except for the above two paragraphs, other rights of restricted stock plan for employees, including but not limited to, dividends, bonuses, the distribution rights of legal reserve and capital surplus, share options of cash capital and voting rights of shareholders, etc. are the same as the Group’s issued ordinary shares.

  • 4) The dividends of restricted stock plan for employees are not restricted by existing conditions.

When employees do not reach the vesting conditions of restricted stock plan for employees during the year, the Company will recover and cancel the shares.

Information on restricted stock plan for employees was as follows:

Balance at January 1
Granted (Note 1)
Cancelled (Note 2)
Balance at June 30
Number of Shares
(In Thousands)
Number of Shares
(In Thousands)
Six Months Ended June 30


2015
$ 37,301

62,213

(1,454)

$ 98,060
2014
$ -
-

-
$ -

Note 1: The given shares in this year have not issued yet.

Note 2: The cancelled shares in this year are capital stock to be cancelled.

The compensation cost recognized was $104,214 thousand for the three months ended June 30, 2015 and $156,674 thousand for the six months ended June 30, 2015.

30. DISPOSAL OF SUBSIDIARIES

On April 23, 2014, the Group did not participate in MoDioTek’s capital increase. Since the Group has lost control over MoDioTek, it was no longer consolidated. MoDioTek was required to be recognized on the same basis as if it had been disposed of.

  • 43 -

a. Analysis of assets and liabilities on the date control was lost


Current assets
Cash and cash equivalents
Trade receivables
Other receivables
Inventories
Others
Non-current assets
Property, plant and equipment
Intangible assets
Others
Current liabilities
Trade payables
Other payables
Others
Net assets disposed of
Gain on disposal of subsidiary
Fair value of interest retained
Net assets disposed of
Non-controlling interests
Gain on disposal
April 23, 2014
$ 50,687
4,163
3,538
2,412
603
2,599
2,100
1,665
(2,948)
(4,464)

(2,449)
$ 57,906
For the Six
Months Ended
June 30
April 23, 2014
$ 50,687
4,163
3,538
2,412
603
2,599
2,100
1,665
(2,948)
(4,464)

(2,449)
$ 57,906
For the Six
Months Ended
June 30



2014
$ 64,205
(57,906)

9,179
$ 15,478

b. Gain on disposal of subsidiary

31. EQUITY TRANSACTIONS WITH NONCONTROLLING INTERESTS

On April 30, 2015, the Group subscribed for additional new shares of Mxtran at a percentage different from its exiting ownership percentage, raising its continuing interest from 94.15% to 94.84%.

The above transactions were accounted for as equity transactions since the Group did not cease to have control over the subsidiary.

Cash consideration paid

The proportionate share of the carrying amount of the net assets of
the subsidiary

Difference arising from equity transactions

Line items adjusted for equity transaction
Accumulated deficits
Mxtran
$ (89,995)

85,464
$ (4,531)
$ (4,531)
  • 44 -

32. OPERATING LEASE ARRANGEMENTS

a. The Group as lessee

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

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

Not later than 1 year

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

June 30,
2015
December 31,
2014


$ 40,504
$ 62,176

131,799
119,670
206,422

217,055

$ 378,725
$ 398,901
June 30,
2014
$ 93,306
122,717
232,083
$ 448,106

The lease payments recognized as expenses were as follows:

Minimum lease payment
For the Three Months Ended
June 30
2015
2014


$ 26,473
$ 28,925
For the Three Months Ended
June 30
2015
2014


$ 26,473
$ 28,925
For the Six Months Ended
June 30
For the Six Months Ended
June 30
2015

$ 26,473

2015

$ 53,791
2014
$ 54,279

b. The Group as lessor

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

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

Not later than 1 year
Later than 1 year and not later than 5 years
June 30,
2015
December 31,
2014


$ 4,136
$ 4,433


2,662

4,509

$ 6,798
$ 8,942
June 30,
2014
$ 4,342

6,412
$ 10,754

33. CAPITAL MANAGEMENT

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

The Group’s strategy for managing the capital structure is to lay out the plan of product development and expand the market share considering the growth and the magnitude of industry and further developing an integral plan founded on the required capacity, capital outlay, and magnitude of assets in long-term development. Ultimately, considering the risk factors such as the fluctuation of the industry cycle and the life cycle of products, the Group determines the optimal capital structure by estimating the profitability of

  • 45 -

products, operating profit ratio, and cash flow based on the competitiveness of products. The management of the Group periodically examines the capital structure and contemplates on the potential costs and risks involved while exerting different financial tools. In general, the Group implements prudent strategy of risk management.

34. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are not measured at fair value

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

  • b. Fair value of financial instruments that are measured at fair value

  • 1) Fair value hierarchy

June 30, 2015
Financial assets at FVTPL
Derivative financial instrument
Available-for-sale financial assets
- non-current
Securities listed in ROC

Securities listed in other
countries


December 31, 2014
Financial assets at FVTPL
Derivative financial instrument
Available-for-sale financial assets
- non-current
Securities listed in ROC

Securities listed in other
countries


Financial liabilities at FVTPL
Derivative financial
instruments
Level 1
$ -

$ 997,729


296,307

$ 1,294,036

Level 1
$ -

$ 982,975


260,167

$ 1,243,142

$ -
Level 2
$ 44

$ -


-

$ -

Level 2
$ 95

$ -


-

$ -

$ 7,113
Level 3
$ -

$ -


-

$ -

Level 3
$ -

$ -


-

$ -

$ -
Total
$ 44
$ 997,729

296,307
$ 1,294,036
Total
$ 95
$ 982,975

260,167
$ 1,243,142
$ 7,113
  • 46 -

June 30, 2014

Financial assets at FVTPL
Derivative financial instrument
Available-for-sale financial assets
- non-current
Securities listed in ROC

Securities listed in other
countries

Level 1
$ -

$ 1,006,328


183,650

$ 1,189,978
Level 2
$ 913

$ -


-

$ -
Level 3
$ -

$ -


-

$ -
Total
$ 913
$ 1,006,328

183,650
$ 1,189,978

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

  • 2) Valuation techniques and inputs applied for the purpose of measuring Level 2 fair value measurement
Financial Instruments
Derivatives - foreign currency
forward contracts
Valuation Techniques and Inputs
Future cash flows are estimated based on observable forward
exchange rates at the end of the reporting period and
contract forward rates.
  • c. Categories of financial instruments
June 30, December 31, June 30,
2015 2014 2014
Financial assets
Fair value through profit or loss (FVTPL)
Held for trading $ 44 $ 95 $ 913
Loans and receivables (i) 7,435,860
11,162,496
11,316,035
Available-for-sale financial assets (ii) 1,385,865
1,356,541
1,301,450
Financial liabilities
Fair value through profit or loss (FVTPL)
Held for trading -
7,113
-
Amortized cost (iii) 17,234,149
20,568,146
20,657,596
  • i) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, notes receivable and trade receivables (including receivables from related parties), other receivables, and other financial assets (including current and non-current).

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

  • iii) The balances included financial liabilities measured at amortized cost, which comprise short-term loans, notes payable and trade payables (including payables to related parties), other payables (in clouding other payables to related parties), payable for purchase of equipment, and long-term loans (including current portion).

  • 47 -

  • d. Financial risk management objectives and policies

The Group manages its exposure to risks relating to the operations through market risk, credit risk, and liquidity risk with the objective to reduce the potentially adverse effects the market uncertainties may have on its financial performance.

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

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below), interest rates (see (b) below), and other price risk (see (c) below).

a) Foreign currency risk

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

Sensitivity analysis

The Group was mainly exposed to the USD and JPY.

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

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

Pre-tax loss
Currency USD Impact
Six Months EndedJune 30
2015
2014
$ 32,022
$ 38,246
Currency USD Impact
Six Months EndedJune 30
2015
2014
$ 32,022
$ 38,246
Currency JPY Impact Currency JPY Impact Currency JPY Impact
Six Months EndedJune 30
2015
$ 32,022
2015
$ 10,947
2014
$ 10,609

b) Interest rate risk

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

  • 48 -

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

June 30, December 31, December 31, June 30,
2015 2014 2014
Fair value interest rate risk
Financial assets $ 2,019,198 $ 4,868,205 $ 6,343,314
Financial liabilities 2,179,258 1,599,000 600,000
Cash flow interest rate risk
Financial assets 1,958,242 2,933,344 1,266,202
Financial liabilities 11,793,235 14,751,975 16,360,524

Sensitive analysis

Sensitivity analysis of interest is calculated based on the financial liabilities exposed to cash flow interest rate risk at the end of each reporting period.

If interest rates had been 50 basis points higher/lower, the Group’s pre-tax loss for the six months ended June 30, 2015 and 2014 would increase/decrease by $29,483 thousand and $40,901 thousand, respectively.

c) Other price risk

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

Sensitive analysis

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

If equity prices had been 10% higher/lower, equity for the six months ended June 30, 2015 and 2014 would have increased/decreased by $129,404 thousand and $118,998 thousand, respectively, as a result of the changes in fair value of available-for-sale investments.

2) Credit risk

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

Business related credit risk

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

Credit evaluation is performed in the consideration of the relevant factors which may affects the customer’s paying ability such as financial condition, external and internal credit scoring, historical experience, and economic conditions. The Group holds some of the credit enhancements such as prepayments and collateral to mitigate its credit risks.

  • 49 -

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

As of June 30, 2015, December 31, 2014 and June 30, 2014, the Group’s ten largest customers accounted for 42%, 52% and 48% of total trade receivables (including receivables from related parties), respectively. The Group believed the concentration of credit risk was relatively insignificant for the remaining trade receivables.

Financial credit risk

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

  • 3) Liquidity risk

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

The Group relies on bank borrowings as a significant source of liquidity. As of June 30, 2015, December 31, 2014 and June 30, 2014, the Group had available unutilized overdraft and short-term bank loan facilities of approximately $1,627,587 thousand, $3,922,524 thousand and $5,090,486 thousand, respectively.

Liquidity and interest rate risk tables for non-derivative financial liabilities

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

Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

To the extent that interest flows are floating rate, the undiscounted amount was derived from the expected borrowing interest rate at the end of the reporting period.

June 30, 2015

On Demand or
Less than
1 Year
Non-derivative financial liabilities
Non-interest bearing
$ 3,261,655
Variable interest rate liabilities
3,695,844
Fixed interest rate liabilities

2,184,392

$ 9,141,891
1-3 Years
$ -

8,299,378

-

$ 8,299,378
3-5 Years
$ -

315,979

-

$ 315,979
5+ Years
$ -

-

-

$ -
Total
$ 3,261,655

12,311,201

2,184,392

$ 17,757,248
  • 50 -

December 31, 2014

On Demand or
Less than
1 Year
Non-derivative financial liabilities
Non-interest bearing
$ 4,217,171
Variable interest rate liabilities
12,929,684
Fixed interest rate liabilities

1,603,482

$ 18,750,337

June 30, 2014
On Demand or
Less than
1 Year
Non-derivative financial liabilities
Non-interest bearing
$ 3,697,072
Variable interest rate liabilities
5,641,471
Fixed interest rate liabilities

601,874

$ 9,940,417
1-3 Years
$ -

1,704,910

-

$ 1,704,910

1-3 Years
$ -

10,493,748

-

$ 10,493,748
3-5 Years
$ -

443,796

-

$ 443,796

3-5 Years
$ -

614,628

-

$ 614,628
5+ Years
$ -

-

-

$ -

5+ Years
$ -

-

-

$ -
Total
$ 4,217,171

15,078,390

1,603,482

$ 20,899,043
Total
$ 3,697,072

16,749,847

601,874

$ 21,048,793

The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities was subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.

Liquidity and interest risk rate tables for derivative financial liabilities

The following table detailed the Group’s liquidity analysis for its derivative financial instruments. The table was based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross inflows and outflows on those derivatives that require gross settlement. When the amount payable or receivable is not fixed, the amount disclosed has been determined by reference to the projected interest rates as illustrated by the yield curves at the end of the reporting period.

June 30, 2015

On Demand or On Demand or
Less than 3 Months to
1 Month 1-3 Months 1 Year 1-5 Years 5+ Years
Gross settled
Foreign exchange forward contracts
Inflows $
30,960
$ - $ - $ -
$ -
Outflows 30,916 - - - -
December 31, 2014
On Demand or
Less than 3 Months to
1 Month 1-3 Months 1 Year 1-5 Years 5+ Years
Gross settled
Foreign exchange forward contracts
Inflows $
562,947
$ - $ -
$ - $ -
Outflows 569,965 - - - -
  • 51 -

June 30, 2014

On Demand or On Demand or
Less than 3 Months to
1 Month 1-3 Months 1 Year 1-5 Years 5+ Years
Gross settled
Foreign exchange forward contracts
Inflows $
179,969
$ - $
-
$ - $ -
Outflows 179,056 - - - -

35. TRANSACTIONS WITH RELATED PARTIES

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

a. Operating revenues

Related Parties

Listed Account
Categories
Sales
Key management
personnel

Others
Associates

Three Months Ended June 30
2015
2014
$ 490,037 $ 603,308
536
1,228

433

400

$ 491,006
$ 604,936
Three Months Ended June 30
2015
2014
$ 490,037 $ 603,308
536
1,228

433

400

$ 491,006
$ 604,936
Six Months Ended June 30 Six Months Ended June 30


2015
$ 490,037
536

433

$ 491,006



2015
$ 1,057,450

1,447

1,022

$ 1,059,919
2014
$ 1,437,700

1,627

400
$ 1,439,727

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

  • b. Purchases

Related Parties Categories
Key management personnel
Three Months Ended June 30
2015
2014
$ 24,419
$ 3,656
Three Months Ended June 30
2015
2014
$ 24,419
$ 3,656
Six Months Ended June 30 Six Months Ended June 30
2015
$ 24,419
2015
$ 24,419
2014
$ 3,656

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

  • c. Trade receivables from related parties:
Listed Account Related Parties Categories
Receivables from Key management personnel
Related parties, Others

net
Associates

June 30,
2015
December 31,
2014
$ 252,742
$ 482,213


-

182


82

784

$ 252,824
$ 483,179
June 30,
2014
$ 312,762

165

381
$ 313,308
(Continued)
  • 52 -
Listed Account Related Parties Categories

Other receivables Associates

The Group is its major
management authority

June 30,
2015
December 31,
2014


$ 436
$ 217


19

32

$ 455
$ 249
June 30,
2014
$ 169

41
$ 210
(Concluded)

The outstanding trade receivables from related parties are unsecured. No expense was recognized for the six months ended June 30, 2015 and 2014 for allowance for impaired trade receivables with respect to the amounts owed by related parties.

d. Trade payables to related parties:

Listed
Account
Related Parties Categories
Payables to
related
The Group is its major
management authority

parties
Key management personnel

Associates


Other payables Others

To related
Associates

parties
June 30,
2015
December 31,
2014


$ 63,168
$ 62,957


15
-

5

228

$ 63,188
$ 63,185

$ 4,220
$ -


434

-

$ 4,654
$ -
June 30,
2014
$ 67,037
3,615

-
$ 70,652
$ 3,320

8
$ 3,328

The outstanding trade payables from related parties are unsecured and will be settled in cash.

e. Other transaction

Related Parties

Listed Account
Categories
Manufacturing
expense
The Group is its
major
management
authority

Operating expense
Others

The Group is its
major
management
authority
Key management
personnel
Associates

Three Months Ended June 30
2015
2014
$ 68,258
$ 69,181

$ 5,550
$ 6,000

294
33
15
-

419

-

$ 6,278
$ 6,033
Three Months Ended June 30
2015
2014
$ 68,258
$ 69,181

$ 5,550
$ 6,000

294
33
15
-

419

-

$ 6,278
$ 6,033
Six Months Ended June 30



2015
$ 68,258

$ 5,550

294
15

419

$ 6,278



2015
2014
$ 120,523
$ 143,248
$ 11,100
$ 12,000
430
85
2,727
-

831

-
$ 15,088
$ 12,085
(Continued)
  • 53 -
Related Parties

Listed Account
Categories
Software and pattern
revenue
Associates

The Group is its
major
management
authority


Rental revenue
Associates
Three Months Ended June 30
2015
2014
$ 451
$ 96


210

72

$ 661
$ 168

$ 1,607
$ 807
Three Months Ended June 30
2015
2014
$ 451
$ 96


210

72

$ 661
$ 168

$ 1,607
$ 807
Six Months Ended June 30



2015
$ 451


210

$ 661

$ 1,607



2015
2014
$ 920
$ 96

215

124
$ 1,135
$ 220
$ 3,214
$ 807
(Concluded)

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

The Group leases offices to associates (rentals are classified under other gains and losses). The amount of lease payment was based on the office space leased by each related party and was collected on a monthly basis.

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

f. Compensation of key management personnel

The remuneration of key management personnel for the six months ended June 30, 2015 and 2014 was as follows:

as follows:
Short-term benefits

Post-employment benefits
Share-based payments

For the Three Months Ended
June 30



For the Six Months Ended
June 30


2015

$ 36,258

3,970

10,147

$ 50,375
2014

$ 37,023

28,501

2

$ 65,526
2015

$ 63,325

7,940

15,724

$ 86,989
2014
$ 69,009
57,001

4
$ 126,014

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

36. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for bank borrowings, the tariff of imported raw materials guarantees, natural gas agreement, land lease agreement or the deposit for hiring foreign workers:

Property, plant and equipment, net

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

June 30,
2015
$ 14,293,746

166,951

$ 14,460,697
December 31,
2014
$ 14,573,603

165,799

$ 14,739,402
June 30,
2014
$ 15,673,180

166,594
$ 15,839,774
  • 54 -

37. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of June 30, 2015 were as follows:

  • a. As of June 30, 2015, December 31, 2014 and June 30, 2014, unused letters of credit amounted to approximately $183,237 thousand, $6,647 thousand and $4,974 thousand, respectively.

  • b. Unrecognized commitments are as follows:

Acquisition of property, plant and equipment June 30,
2015
December 31,
2014


$ 626,283
$ 639,834
June 30,
2014
$ 1,363,015
  • c. The Company entered into the Phase-change memory technology agreement with IBM Company in January 2010, and the term of the agreement is from January 2010 to January 2013. Under the agreement, both parties have to share in the related expenditures of the technology development, and the Company has completed the payment in January, 2013. The Company entered into another Phase-change memory technology agreement with IBM Company in January 2013. The term of the agreement is from January 2013 to January 2016. As of June 30, 2015, the Company has paid US$7,000 thousand and unrecognized commitment is US$1,400 thousand.

  • d. The Company entered into the Patents Cross-License Agreement with J Company in December 2009, and the term of the agreement is from December 2009 to December 2015. Under the agreement, the Company has completed in April 2011.

38. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The following information was aggregated by the foreign currencies other than functional currencies of the group entities and the exchange rates between foreign currencies and respective functional currencies were disclosed. The significant assets and liabilities denominated in foreign currencies were as follows:

June 30, 2015

Foreign
Exchange
Currencies
Rate
Financial assets
Monetary items
JPY
$ 1,476,140

0.25

USD
82,444

30.86




Financial liabilities
Monetary items
JPY
1,038,274

0.25

USD
46,855

30.86



Carrying
Amount
$ 369,035

2,544,222
$ 2,913,257
$ 259,569

1,445,945
$ 1,705,514
  • 55 -

December 31, 2014

Foreign
Exchange
Currencies
Rate
Financial assets
Monetary items
JPY
$ 3,208,671

0.26

USD
85,878

31.65




Financial liabilities
Monetary items
JPY
1,894,756

0.26

USD
56,627

31.65




June 30, 2014
Foreign
Exchange
Currencies
Rate
Financial assets
Monetary items
JPY
$ 1,680,254

0.29

USD
98,192

29.87




Financial liabilities
Monetary items
JPY
1,314,432

0.29

USD
49,512

29.87



Carrying
Amount
$ 834,254

2,718,039
$ 3,552,293
$ 492,637

1,792,245
$ 2,284,882
Carrying
Amount
$ 487,274

2,932,995
$ 3,420,269
$ 381,185

1,478,923
$ 1,860,108

The significant realized and unrealized foreign exchange gains (losses) were as follows:

For the Three Months Ended June 30

Foreign
Currencies
USD
JPY
Others
2015
Exchange Rate
Net Foreign
Exchange Gain
(Loss)
30.89
$ (17,777)
0.26
(5,586)

11
$ (23,352)
2014
Exchange Rate
Net Foreign
Exchange Gain
(Loss)
30.18
$ (29,932)
0.30
6,211

139
$ (23,582)
  • 56 -

For the Six Months Ended June 30

Foreign
Currencies
USD
JPY
Others
2015
Exchange Rate
Net Foreign
Exchange Gain
(Loss)
31.23
$ (30,838)
0.26
644

(2,179)
$ (32,373)
2014
Exchange Rate
Net Foreign
Exchange Gain
(Loss)
30.19
$ (4,842)
0.29
29,898

323
$ 25,379

39. SEPARATELY DISCLOSED ITEMS

Information on significant transactions and information on investees:

  • a. Financing provided to others: None

  • b. Endorsements/guarantees provided: None

  • c. Marketable securities held (excluding investment in subsidiaries and associates): Table 1 (attached)

  • d. Marketable securities acquired and disposed at costs or prices at least NT$300 million or 20% of the paid-in capital: None

  • e. Acquisition of individual real estate at costs of at least NT $300 million or 20% of the paid-in capital: None

  • f. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None

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

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

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

  • j. Intercompany relationships and significant intercompany transactions: Table 5 (attached)

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

  • l. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, investment gains or losses, carrying amount of the investment at the end of the period, repatriated investment gains or losses, and limit on the amount of investment in the mainland China area: Table 6 (attached)

  • 2) Any of the significant transactions with investee companies in mainland China, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses: None

  • 57 -

40. SEGMENT INFORMATION

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

Memory products and wafer fabrication IC design

The Group’s reportable segments were separated according to the nature of its business activities. The accounting policies adopted by the reportable segments had no material difference from those disclosed in Note 4.

  • a. Segment revenues and results

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

Memory products and wafer
fabrication
IC design

Loss from operations

Other income
Other gains and losses
Finance costs
Share of loss of associates
Loss before tax (continuing
operations)
Segment Net Operating Revenue Segment Net Operating Revenue Segment Net Operating Revenue Segment Net Operating Revenue ths Ended
0
2014
$ 9,730,781

31,993

$ 9,762,774
Segment Loss From Operations And Net Los Segment Loss From Operations And Net Los Segment Loss From Operations And Net Los Segment Loss From Operations And Net Los s
For the Three M
June 3
onths Ended
0
2014
$ 4,964,637

8,074

$ 4,972,711
For the Six Mon
June 3
For the Three M
June 3
onths Ended
0
2014
$ (1,673,595 )

(122,252)


(1,795,847 )

71,547

3,242

(70,280 )

(6,926)

$ (1,798,264)
For the Six Mon
June 3
ths Ended
0


2015
$ 4,969,794

5,435

$ 4,975,229


2015
$ 9,667,388

14,115

$ 9,681,503



2015
$ (1,072,978 )

(98,374)

(1,171,352 )
49,947
(15,591 )
(73,312 )

(6,958)

$ (1,217,266)







2015
$ (2,229,958 )

(188,839)


(2,418,797 )

1,024,961

(25,631 )

(138,374 )

(13,121)

$ (1,570,962)
2014
$ (2,806,342 )

(258,693)

(3,065,035 )

93,701

37,902

(140,330 )

(6,926)
$ (3,080,688)

b. Segment total assets and liabilities

Segment assets
Memory products and wafer fabrication

IC design

Consolidated total assets

Segment liabilities
Memory products and wafer fabrication

IC design

Consolidated total liabilities
June 30,
2015
$ 39,325,430

645,832

$ 39,971,262

$ 18,735,899

46,800

$ 18,782,699
December 31,
2014
$ 44,087,905

754,670

$ 44,842,575

$ 22,176,137

60,908

$ 22,237,045
June 30,
2014
$ 46,908,262

1,003,547
$ 47,911,809
$ 22,078,385

62,899
$ 22,141,284
  • 58 -

TABLE 1

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

MARKETABLE SECURITIES HELD JUNE 30, 2015

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

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding
Company
Financial Statement Account June 30, 2015 June 30, 2015 Note
Shares/Units
(In Thousands)
Carrying
Amount
Percentage of
Ownership
Fair Value
(Note 3)
The Company
Macronix (BVI) Co., Ltd.
Hui Ying Investment, Ltd.
Stock
Ardentec Corporation
United Industrial Gases Co., Ltd.
Aetas Technology Inc.
Zowie Technology Co., Ltd.
Honbond Venture Capital Co., Ltd.
Stock
Chipbond Technology Corporation
Key ASIC Bhd
Tower Semiconductor Ltd.
Global Strategic Investment Fund(Cayman)
Global Strategic Investment Fund(Samoa)
Stock
Macronix International Co., Ltd.
Raio Technology Co., Ltd.
The Company serves as member of
its board of directors
None
None
None
The Company serves as member of
its board of directors
None
None
None
None
None
The Company
None
Available-for-sale financial assets -
non-current
Financial assets measured at cost -
non-current
Financial assets measured at cost -
non-current
Financial assets measured at cost -
non-current
Financial assets measured at cost -
non-current
Available-for-sale financial assets -
non-current
Available-for-sale financial assets -
non-current
Available-for-sale financial assets -
non-current
Financial assets measured at cost -
non-current
Financial assets measured at cost -
non-current
Available-for-sale financial assets -
non-current
Financial assets measured at cost -
non-current
35,243,366
6,671,877
145,850
20,426
1,803,526
1,088,319
26,924,500
584,893
490,000
1,739,783
3,899,382
876,968
$ 925,138

58,500

-

-

-

72,591

17,618

278,689

-

33,329

23,279

-
7.40
3.06
0.29
0.18
15.00
0.17
3.34
0.76
2.52
4.90
0.11
10.57
$ 925,138
132,290
-
56
981
72,591
17,618
278,689
14,662
50,565
23,279
21,663
Note 1
Note 2
-
Note 2
Note 2
Note 1
Note 1
Note 1
Note 2
Note 2
Note 1
Note 2

Note 1: The market value was based on the closing price as of June 30, 2015.

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

Note 3: Active market is market value; and no market is net value, which calculated by closing rate.

  • 59 -

TABLE 2

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE SIX MONTHS ENDED JUNE 30, 2015

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

Buyer Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts Receivable
(Payable)
Notes/Accounts Receivable
(Payable)
Note
Purchase/
Sale

Amount
% to
Total
Payment Terms Unit Price Payment
Term
Ending Balance % to
Total
The Company
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 MXIC’s board of
directors
Indirect subsidiary
Subsidiary
Indirect subsidiary
Subsidiary

Sales
Sales
Sales
Purchase
Purchase
$ 1,057,450
1,501,991
303,869
US$ 48,248
US$ 9,735
11
16
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 35
Note 35
Note 35
No material
difference
No material
difference
Note 35
Note 35
Note 35

No material
difference

No material
difference
$ 252,742
334,812
75,111

US$ 10,851

US$ 2,427
8
10
2
100
100
-
-
-
-
-
  • 60 -

TABLE 3

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL JUNE 30, 2015

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

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Overdue Amounts Received in
Subsequent Period
Allowance for
Impairment Loss
Amount **Action Taken **
The Company MegaChips Corporation
Macronix (Hong Kong) Co., Ltd.
Its subsidiary, Shun Ying Investment,
is represented in MXIC’s board of
directors
Indirect subsidiary
$ 252,742
334,812
5.76 times
8.71 times
$ -
-
-
-
JPY
616,361 thousand
US$ 4,780 thousand
$ -
-
  • 61 -

TABLE 4

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

INFORMATION ON INVESTEES FOR THE SIX MONTHS ENDED JUNE 30, 2015 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount Balance as ofJune 30, 2015 Balance as ofJune 30, 2015 Balance as ofJune 30, 2015 Net Income (Loss)
of the Investee
(Note 3)
Share of Profit
(Loss)
Note
June 30,
2015
(Note 1)
December 31,
2014
(Note 1)
Shares Percentage of
Ownership
Carrying Amount
(Note 2)
The Company
Macronix (BVI) Co., Ltd.
Run Hong Investment, Ltd.
Hui Ying Investment, Ltd.
Infomax Communication Co., Ltd.
Infomax Holding Co., Ltd.
Mxtran Inc.
Mxtran Holding (Samoa) Co., Ltd.
Macronix America Inc.
Macronix (BVI) Co., Ltd.
Hui Ying Investment, Ltd.
Run Hong Investment, Ltd.
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
Infomax Communication Co., Ltd.
Mxtran Inc.
MoDioTek Co., Ltd.
MoDioTek Co., Ltd.
Infomax Holding Co., Ltd.
Infomax Holding Company Limited
Mxtran Holding (Samoa) Co., Ltd.
Mxtran (H.K.) Holding Co., Limited.
San Jose, California, U.S.A.
Tortola, British Virgin Islands
Taipei, Taiwan
Taipei, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
San Jose, California, U.S.A.
Belgium
Singapore
Hong Kong
Cayman Island
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Samoa
Hong Kong
Samoa
Hong Kong
Sales and marketing
Investment holding company
Investment
Investment
Baseband chip, analog baseband chip, and power management
chip
Combi-SIM IC and the related service
Wi-Fi video transmission IC and security systems
IC design
After-sales service
After-sales service
Sales and marketing
Investment holding company
Baseband chip, analog baseband chip, and power management
chip
Combi-SIM IC and the related service
Wi-Fi video transmission IC and security systems
Wi-Fi video transmission IC and security systems
Investment holding company
Investment holding company
Investment holding company
Investment holding company
$ 2,640
7,348,057
500,000
984,432
1,502,711
697,374
59,944
853,767
2,106
3,291
378,427
26,325
27,423
34,271
4,241
4,241
273,869
97,521
27,809
23,880
$ 2,640
7,348,057
500,000
984,432
1,502,711
607,379
59,944
850,637
2,106
3,291
378,427
26,325
27,423
34,271
4,241
4,241
264,448
97,521
27,809
23,880
100,000
223,300,000
-
-
150,271,240
69,627,323
5,994,371
25,950,000
999
174,000
89,700,000
800,000
2,742,506
3,393,200
403,245
403,245
8,870,000
23,352,500
920,000
6,152,000
100.00
100.00
100.00
100.00
97.25
90.43
20.61
100.00
100.00
100.00
100.00
100.00
1.77
4.41
1.39
1.39
100.00
100.00
100.00
100.00
$ 179,070
1,582,435
23,546
27,575
488,756
83,297
22,381
297,964
88,647
16,605
486,483
49,848
8,896
4,066
1,512
1,512
6,318
2,418
(2,148 )
(2,453 )
$ (35,449 )
605
(689 )
(5,260 )
(144,315 )
(40,010 )
(56,097 )
(3,798 )
3,498
426
(5,937 )
1,672
(144,315 )
(40,010 )
(56,097 )
(56,097 )
(15,654 )
(5,138 )

(3,354 )

(3,354 )
$ (35,449 )
605

(689 )

(5,260 )

(140,346 )

(35,849 )

(11,562 )

Note 4
Note 4
Note 4

Note 4
Note 4

Note 4

Note 4

Note 4

Note 4

Note 4

Note 4

Note 4

Note 4

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

Note 2: The foreign currency amount was based on reviewed financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the exchange rate on June 30, 2015

Note 3: The foreign currency amount was based on reviewed financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the average exchange rate for the six months ended June 30, 2015.

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

  • 62 -

TABLE 5

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE SIX MONTHS ENDED JUNE 30, 2015 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Counterparty Relationship
(Note 1)
Transaction Summary
Account Amount Payment Terms
(Note 4)
% to Total Revenues or
Assets
MXIC MXHK 2 Sales $1,501,991 Note 2 16
Notes receivable and trade receivables 334,812 1
MXE 2 Operatingexpenses 54,413 1
Otherpayables 18,517 -
MXA 1 Sales 303,869 Note 2 3
Operatingexpenses 64,676 1
Notes receivable and trade receivables 75,111 -
Otherpayables 41,590 -
Mxtran 1 Rental revenue 2,054 Note3 -
MX Asia 2 Operatingexpenses 45,650 -
Otherpayables 16,471 -
INFOMAX 1 Rental revenue 3,771 Note3 -
  • Note 1: 1. Transaction was between the parent company and subsidiaries.

  • Transaction was between the parent company and indirect subsidiaries.

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

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

Note 4: The transaction terms with related parties were 30 to 60 days after monthly closing and were similar to those with third parties.

  • 63 -

TABLE 6

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

INFORMATION ON INVESTMENT IN MAINLAND CHINA FOR THE SIX MONTHS ENDED JUNE 30, 2015 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Main Businesses and Products Main Businesses and Products Total Amount of
Paid-in Capital
(Note 3)
Method of
Investment
Accumulated
Outward Remittance
for Investment from
Taiwan as of
January 1, 2015
(Note 3)
Accumulated
Outward Remittance
for Investment from
Taiwan as of
January 1, 2015
(Note 3)
Investment Flows Investment Flows Accumulated
Outward Remittance
for Investment from
Taiwan as of
June 30, 2015
(Note 3)
Net Income (Loss) of
the Investee
% Ownership for
Direct or Indirect
Investment
(Note 4)
Investment
Gain (Loss)
(Notes 5)
Carrying Amount as
of June 30, 2015
(Note 6)
Accumulated Inward
Remittance of
Investment Income as
of
June 30, 2015
Outward Inward
Macronix Microelectronics
(Suzhou) Co., Ltd.
Infomax Communication
(Suzhou) Co., Ltd.
Maxtran Technology Co., Ltd.
Development of integrated circuit
system and software
Software, rendering and technical
service
Technical support of Combi-SIM IC
$ 296,160
82,415

23,435
(Note 1)
(Note 2)
(Note 2)
$ 296,160
82,415
23,435
$ -
-
-
$ -
-
-
$ 296,160
82,415
23,435
$ 3,273
(4,772 )
(3,353 )
100.00
99.02
94.84
$ 3,273
(4,725 )
(3,180 )
$ 349,358
1,258
(2,754 )
$ -
-
-
Accumulated Investment in Mainland China as of
June 30, 2015
Investment Amount Authorized by the Investment
Commission, MOEA
Upper Limit on Investment
$ 402,010
(Note 3)
$ 402,010
(Note 3)
$ 12,704,776

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

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

Note 3: The foreign currency amount was converted into New Taiwan dollars at the historical exchange rate.

Note 4: The percentage of ownership is based on the total holding percentage owned by the Company and its subsidiaries.

Note 5: The foreign currency amount was based on reviewed financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the average exchange rate for the six months ended June 30, 2015.

Note 6: The foreign currency amount was based on reviewed financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the exchange rate on June 30, 2015.

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