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Macronix Interim / Quarterly Report 2016

Nov 16, 2016

52013_rns_2016-11-16_9a6acc16-e536-4e8a-be8f-79a8a92800ee.pdf

Interim / Quarterly Report

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Macronix International Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Nine Months Ended September 30, 2016 and 2015 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 September 30, 2016 and 2015 and the related consolidated statements of comprehensive income for the three months ended September 30, 2016 and 2015 and for the nine months ended September 30, 2016 and 2015, as well as the consolidated statements of changes in equity and cash flows for the nine months ended September 30, 2016 and 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to issue a report on these consolidated financial statements based on our reviews.

Except as stated in the following paragraph, we conducted our reviews in accordance with Statement of Auditing Standards No. 36 “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.

As disclosed in Note 12 to the consolidated financial statements, the financial statements of some insignificant subsidiaries included in the consolidated financial statements were not reviewed. As of September 30, 2016 and 2015, the combined total assets of these insignificant subsidiaries were NT$4,105,181 thousand and NT$4,585,386 thousand, representing 11.61% and 11.82%, respectively, of the consolidated total assets, and the combined total liabilities of these subsidiaries were NT$875,227 thousand and NT$817,659 thousand, representing 4.92% and 4.40%, respectively, of the consolidated total liabilities, and for the three months ended September 30, 2016 and 2015, the combined comprehensive income and loss of these subsidiaries amounted to comprehensive income NT$36,578 thousand and comprehensive loss NT$141,678 thousand, representing 4.46% and 13.25%, respectively, of the consolidated total comprehensive loss, and for the nine months ended September 2016 and 2015, the combined comprehensive loss of these subsidiaries amounted to NT$146,318 thousand and NT$327,493 thousand, representing 14.58% and 12.39%, respectively, of the consolidated total comprehensive loss. As stated in Note 13 to the consolidated financial statements, we did not review the financial statements of equity-method investee as of and for the nine months ended September 30, 2016 and 2015. The carrying value of the related investment as of September 30, 2016 and 2015 were NT$68 thousand and NT$20,695 thousand, and the share of comprehensive loss of associate were NT$3,820 thousand and NT$4,907 thousand for the three months ended September 30, 2016 and 2015, and the share of comprehensive loss of associate were NT$12,198 thousand and NT$18,028 thousand for the nine months ended September 30, 2016 and 2015. These amounts as well as the related financial information of the investee as disclosed in Note 38 to the financial statements were based on the subsidiaries’ and associates’ unreviewed financial statements for the same reporting periods as those of the Company.

  • 1 -

Based on our reviews, except as discussed in the preceding paragraph that the carrying values of the investments in subsidiaries and associates as well as the related disclosures of the investment information were based on unreviewed financial statements of the subsidiaries and associates, and except for the effects of such adjustment, if any, as might have been made had we applied review procedures on the financial statements of the investees referred to in the preceding paragraph, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with the 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.

October 25, 2016

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.

  • 2 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 33)

Financial assets at fair value through profit or loss - current (Notes 7 and 33)
Notes receivable and trade receivables, net (Notes 10 and 33)
Receivables from related parties, net (Notes 33 and 34)
Other receivables (Notes 10, 33 and 34)
Inventories (Note 11)
Other current assets (Notes 16 and 18)

Total current assets

NON-CURRENT ASSETS
Available-for-sale financial assets - non-current (Notes 8 and 33)
Financial assets measured at cost - non-current (Notes 9 and 33)
Investments accounted for using equity method (Note 13)
Property, plant and equipment (Notes 14 and 35)

Intangible assets (Note 15)
Deferred tax assets (Notes 4 and 27)
Other financial assets - non-current (Notes 17, 33 and 35)
Other non-current assets (Notes 16 and 18)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 19 and 33)

Financial liabilities at fair value through profit or loss - current (Notes 7 and 33)
Notes payable and trade payables (Notes 20 and 33)
Payables to related parties (Notes 33 and 34)
Other payables (Notes 21 and 33)
Other payables to related parties (Notes 33 and 34)
Payables for purchase of equipment (Note 33)
Current tax liabilities (Notes 4 and 27)
Provisions - current (Note 22)
Current portion of long-term borrowings (Notes 19 and 33)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Notes 19 and 33)
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
September 30, 2016
(Reviewed)
Amount
%
$ 5,393,227
15
2,180
-
3,149,328
9
1,418,574
4
146,817
-
6,760,777
19

236,004

1

17,106,907
48

1,210,098
3
92,369
-
68
-
15,819,833
45
57,727
-
911,404
3
153,646
1

20,841

-

18,265,986
52

$ 35,372,893
100

$ 1,046,453
3
482
-
2,074,368
6
594,845
1
959,261
3
4,825
-
123,838
-
3,543
-
258,758
1
4,595,293
13

63,009

-


9,724,675
27

6,641,546
19
1,426,496
4

3,610

-


8,071,652
23

17,796,327
50

36,157,168
102

(3,633)

-

36,153,535
102


76,370

-

(19,250,022)
(54)


753,049

2


(159,061)

-

17,573,871
50

2,695

-

17,576,566
50

$ 35,372,893
100
December 31, 2015
(Audited)
Amount
%
$ 5,592,548
15

-
-

2,885,039
8

397,074
1

105,333
-

9,334,284
25

210,862

-

18,525,140
49


1,199,468
3

93,951
-

12,345
-
16,596,123
44

109,017
-

909,230
3

153,511
1

28,877

-

19,102,522
51

$ 37,627,662
100

$ 1,540,028
4

717
-

1,724,139
5

27,131
-

1,300,335
3

355
-

206,227
1

183,212
1

180,202
-

4,683,784
12

66,308

-


9,912,438
26


7,861,990
21

1,420,235
4

4,159

-


9,286,384
25

19,198,822
51

36,178,489
96

(6,898)

-

36,171,591
96


54,936

-

(18,304,273)
(49)


656,884

2


(159,061)

-

18,420,077
49

8,763

-

18,428,840
49

$ 37,627,662
100
September 30, 2015
(Reviewed)

















































































































Amount
%
$ 3,819,079
10

-
-

3,210,471
8

480,997
1

173,642
-
10,409,749
27

253,442

1
18,347,380
47

1,098,344
3

94,000
-

20,695
-
17,886,547
46

139,207
1

910,815
2

181,622
1

128,540

-
20,459,770
53
$ 38,807,150
100
$ 1,680,593
4

2,828
-

1,903,858
5

51,649
-

1,040,100
3

10,131
-

154,422
-

183,144
1

209,941
1

2,311,111
6

66,945

-

7,614,722
20

9,851,300
25

1,118,687
3

4,622

-
10,974,609
28
18,589,331
48
36,185,987
93

(7,498)

-
36,178,489
93

26,866

-
(16,341,763)
(42)

501,050

1

(159,061)

-
20,205,581
52

12,238

-
20,217,819
52
$ 38,807,150
100

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

(With Deloitte & Touche review report dated October 25, 2016)

  • 3 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

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

NET OPERATING REVENUE
(Notes 25 and 34)

OPERATING COSTS (Notes 11,
23, 26 and 34)

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

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes
23, 26 and 34)
Selling and marketing expenses
General and administrative
expenses
Research and development
expenses

Total operating expenses

INCOME (LOSS) FROM
OPERATIONS

NON-OPERATING INCOME
AND EXPENSES
Other income (Notes 26 and 34)
Other gains and losses (Note 26)
Finance costs (Note 26)
Share of loss of associates

Total non-operating income
and expenses

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

NET INCOME (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 (loss) 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
INCOME (LOSS) FOR THE
PERIOD
For the Three Months En ded September 30 **For the Nine Months ** En ded September 30
2016 2015 2016 2015

















Amount
%
$ 7,091,669
100

4,916,153

69

2,175,516
31
(8 )
-

-

-


2,175,508

31


274,132
4
300,538
4

925,012

13


1,499,682

21


675,826

10


64,432
1

(27,552 )
(1 )
(73,946 )
(1 )

(3,820)

-


(40,886)

(1)

634,940
9

(2,208)

-


632,732

9

(41,204 )
-
228,814
3

(18)

-


187,592

3

$ 820,324

12























Amount
%
$ 5,647,200
100

4,860,913

86


786,287
14

-
-

147

-


786,434

14


260,093
5

366,783
7

1,209,401

21


1,836,277

33

(1,049,843)

(19)


76,014
1

112,519
2

(79,758 )
(1 )

(4,907)

-


103,868

2


(945,975 )
(17 )

(4,892)

-


(950,867)

(17)


80,955
1

(199,788 )
(3 )

49

-


(118,784)

(2)

$ (1,069,651)

(19)























Amount
%
$ 17,359,126
100
13,686,099

79


3,673,027
21

(22 )
-

-

-


3,673,005

21


774,129
4

953,157
6

2,921,382

17


4,648,668

27


(975,663)

(6)


141,637
1

(3,462 )
-

(239,934 )
(2 )

(12,198)

-


(113,957)

(1)

(1,089,620 )
(7 )

140,861

1


(948,759)

(6)


(68,679 )
-

13,615
-

(57)

-


(55,121)

-

$ (1,003,880)

(6)























Amount
%
$ 15,328,703
100
13,283,434

86

2,045,269
14

-
-

112

-

2,045,381

14

750,350
5

1,115,625
7

3,648,046

24

5,514,021

36
(3,468,640)

(22)

1,100,975
7

86,888
-

(218,132 )
(1 )

(18,028)

-

951,703

6
(2,516,937 )
(16 )

(12,873)

-
(2,529,810)

(16)

33,678
-

(147,285 )
(1 )

12

-

(113,595)

(1)
$ (2,643,405)

(17)
(Continued)
  • 4 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share) (Reviewed, Not Audited)

NET INCOME (LOSS)
ATTRIBUTABLE TO:
Shareholders of the parent

Non-controlling interests


TOTAL COMPREHENSIVE
INCOME (LOSS)
ATTRIBUTABLE TO:
Shareholders of the parent

Non-controlling interests


EARNINGS (LOSS) PER SHARE
(Note 28)

Basic

Diluted
For the Three Months En ded September 30 **For the Nine Months ** En ded September 30
2016 2015 2016 2015








$
Amount
%
633,288
9
(556)

-

632,732

9

820,942
12
(618)

-

820,324

12


$ 0.18

$ 0.18







Amount
%
$ (949,199 )
(17 )

(1,668)

-

$ (950,867)

(17)

$ (1,068,152 )
(19 )

(1,499)

-

$ (1,069,651)

(19)


$ (0.27)

$ (0.27)







Amount
%
$ (945,749 )
(6 )

(3,010)

-

$ (948,759)

(6)

$ (1,000,677 )
(6 )

(3,203)

-

$ (1,003,880)

(6)


$ (0.27)

$ (0.27)







Amount
%
$ (2,524,483 )
(16 )

(5,327)

-
$ (2,529,810)

(16)
$ (2,638,132 )
(17 )

(5,273)

-
$ (2,643,405)

(17)
$ (0.72)
$ (0.72)
$
$
$







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

(With Deloitte & Touche review report dated October 25, 2016)

(Concluded)

  • 5 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

Balance at January 1, 2015 as restated
Net loss for the nine months ended September 30, 2015
Other comprehensive income (loss) for the nine months ended
September 30, 2015, net of income tax

Total comprehensive income (loss) for the nine months ended
September 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 (decrease) in non-controlling interests

BALANCE AT SEPTEMBER 30, 2015

BALANCE AT JANUARY 1, 2016
Net loss for the nine months ended September 30, 2016
Other comprehensive income (loss) for the nine months ended
September 30, 2016, net of income tax

Total comprehensive income (loss) for the nine months ended
September 30, 2016

Compensation cost of restricted stock for employees
Retirement of restricted stock for employees
Increase (decrease) in non-controlling interests

BALANCE AT SEPTEMBER 30, 2016
Equity Equity Attributable toShareholders of the Parent Attributable toShareholders of the Parent Attributable toShareholders of the Parent Total
Non-controlling
Interests
$ 22,592,429
$ 13,101

(2,524,483 )
(5,327 )

(113,649)

54


(2,638,132)

(5,273)

-
-
255,744
-
-
-
(4,531 )
4,531

71

(121)

$ 20,205,581
$ 12,238

$ 18,420,077
$ 8,763

(945,749 )
(3,010 )

(54,928)

(193)


(1,000,677)

(3,203)

151,420
-
-
-

3,051

(2,865)

$ 17,573,871
$ 2,695
Total Equity
$ 22,605,530

(2,529,810 )

(113,595)

(2,643,405)
-
255,744
-
-

(50)
$ 20,217,819
$ 18,428,840

(948,759 )

(55,121)

(1,003,880)
151,420
-

186
$ 17,576,566
CapitalStock
Share Capital
Capital Stock to
be Cancelled
Capital Surplus
$ 35,587,740
$ -
$ 241,652

-
-
-

-

-

-


-

-

-

612,787
-
(236,895 )
-
-
-

(14,540 )
(7,498 )
22,038
-
-
-

-

-

71

$ 36,185,987
$ (7,498)
$ 26,866

$ 36,178,489
$ (6,898 ) $ 54,936

-
-
-

-

-

-


-

-

-

-
-
327

(21,321 )
3,265
18,056

-

-

3,051

$ 36,157,168
$ (3,633)
$ 76,370
Retained
Earnings
Accumulated
Deficit
$ (13,812,749 )
(2,524,483 )

-


(2,524,483)


-
-
-
(4,531 )

-

$ (16,341,763)

$ (18,304,273 )
(945,749 )

-


(945,749)

-
-

-

$ (19,250,022)
Other Equity Employee
Unearned
Compensation
Treasury Shares
$ (209,813 ) $ (159,061 )
-
-

-

-


-

-

(375,892 )
-
255,744
-
-
-
-
-

-

-

$ (329,961)
$ (159,061)

$ (263,407 ) $ (159,061 )
-
-

-

-


-

-

151,093
-
-
-

-

-

$ (112,314)
$ (159,061)












Exchange
Differences on
Unrealized
Translating
Gain (Loss) from
Foreign
Operations
Available-for-sale
Financial Assets
$ 27,223
$ 917,437


-
-

33,636

(147,285)


33,636

(147,285)

-
-
-
-
-
-

-
-

-

-

$ 60,859
$ 770,152

$ 48,923
$ 871,368


-
-

(68,543)

13,615


(68,543)

13,615

-
-
-
-

-

-

$ (19,620)
$ 884,983







Share
(Thousands)
3,558,774

-

-


-

61,278
-
(1,454 )
-

-


3,618,598

3,617,849

-

-


-

-
(2,132 )

-


3,615,717










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

(With Deloitte & Touche review report dated October 25, 2016)

  • 6 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

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


CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax

Adjustments for:
Depreciation expense
Amortization expense
Impairment loss recognized on trade receivables
Finance costs
Interest income
Dividend income
Compensation cost of employee restricted shares
Share of loss of associates
Gain on disposal of property, plant and equipment
Gain on disposal of investments
Unrealized (realized) gain on the transactions with associates
Net loss (gain) on foreign currency exchange
Changes in operating assets and liabilities
(Increase) decrease in financial assets held for trading
Increase in notes receivable and trade receivables
(Increase) decrease in receivables from related parties

Increase in other receivables
Decrease (increase) in inventories
Increase in other current assets
Decrease in financial liabilities held for trading
Increase (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 in provisions
Decrease in other current liabilities
Increase in net defined benefit liabilities

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

Net cash generated from (used in) operating activities
Nine Months Ended September 30 Nine Months Ended September 30 Nine Months Ended September 30




2016
$ (1,089,620)
1,466,354
69,454
17,375
239,934
(14,565)
(97,030)
151,420
12,198
(5,344)
-
22
12,949
(2,180)
(335,402)
(1,020,095)
(41,987)
2,573,507
(25,134)
(235)
362,999
569,795
(333,494)
5,957
84,786
(3,172)

6,261

2,604,753
15,178
97,030
(242,855)

(40,982)


2,433,124
2015
$ (2,516,937)
4,310,537
129,182
-
218,132

(23,539)

(95,417)
255,744
18,028

(5,889)
(7,491)
(112)
(100,861)

95

(499,061)

7,117

(14,327)
(758,036)

(24,732)

(4,285)
(85,889)
(13,871)

(644,529)
10,131
59,324

(7,512)

2,179
207,981
24,454
95,063

(217,085)

(130,782)

(20,369)
(Continued)
  • 7 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

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


CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from return of capital on financial assets measured at cost

Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets
Decrease in other financial assets
Decrease (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 (decrease) in other non-current liabilities
Increase (decrease) 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
Nine Months Ended September 30 Nine Months Ended September 30 Nine Months Ended September 30









2016
$ -

(808,216)
5,791
(1,612)
256
(18,277)
1,109

8,036


(812,913)

2,960,037
(3,429,949)
3,896,775

(5,217,398)
50
(100)
17

186

(1,790,382)


(29,150)

(199,321)

5,592,548

$ 5,393,227
2015
$ 28,209
(1,380,855)
8,277

(15,893)
17,569

(30,107)
542

(2,222)
(1,374,480)
7,320,798
(7,820,270)
10,851,747
(12,911,269)
46

(13,214)
(141)

(51)
(2,572,354)

150,081
(3,817,122)

7,636,201
$ 3,819,079

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

(With Deloitte & Touche review report dated October 25, 2016)

(Concluded)

  • 8 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015 (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 consolidated financial statements are presented in the Company’s functional currency, New Taiwan dollars.

Due to suffering from impacts of the global economic recovery was soft and overall demand was weak. As of September 30, 2016, the Company accumulated deficit was $19,250,022 thousand. The accumulated deficit incurred by the Company aggregated to one-half of its paid-in capital, but the Company considers that it will not affect the operation. The Company implements plans to improve the operating results and financial condition; the plan includes the following:

  • a. Developing of the market aggressively: The Company is a leading manufacturer of non-volatile memory integrated components our products are widely applied in areas including consumer, communications, computers, automotive electronics, internet communications and more, with market share assuming a leading position in the world memory market. To satisfy the constantly increasing market demands for internet of things and intelligent wearable devices, the current demand for the automotive communications market. In response to the aerospace defense market’s strict requirement for high reliability, we successfully developed the world’s first high-efficiency products in succession. After years of comprehensive basic development in areas such as I/A/I (Industrial/automotive/ infrastructure), we have laid the groundwork for these to become main drivers for growth this year. It is exactly this commitment to the highest product quality and long-term reliable production that has won for Macronix the trust of customers around the world.

  • b. Improving technology to reduce production costs: The NOR Flash process will advance from the 55 nm to 48 nm this year; in SLC NAND Flash, the 36 nm products are already in mass production and we are pushing quickly towards to 19 nm. Above all the policy is to promote process technology and reduce product cost.

  • c. Cost-controlling strategy: We implement strict control policy of costs and expenses. Streamlining human resources policy is one of the strategies for cost control.

  • d. Improving financial liquidity by stock clearance: Drop down the amount of inventory by adjusting the policy of inventory control. By doing so, it will improve operational performance and generate sufficient net cash inflow.

Through carrying out the above plan, management believes that the Company have improved its performance. Thus, the Group prepares the consolidated financial statements as of and for the nine months ended September 30, 2016 on a going concern basis.

  • 9 -

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors and authorized for issue on October 25, 2016.

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

  • a. International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) endorsed by the FSC for application starting from 2017

Rule No. 1050026834 issued by the FSC endorsed the following IFRS, IAS, IFRIC and SIC (collectively, the “IFRSs”) for application starting January 1, 2017.

New, Amened or Revised Standards and Interpretations Effective Date (the “New IFRSs”) Announced by IASB (Note 1) Annual Improvements to IFRSs 2010-2012 Cycle July 1, 2014 (Note 2) Annual Improvements to IFRSs 2011-2013 Cycle July 1, 2014 Annual Improvements to IFRSs 2012-2014 Cycle January 1, 2016 (Note 3) Amendments to IFRS 10, IFRS 12 and IAS 28 “'Investment Entities: January 1, 2016 Applying the Consolidation Exception” Amendment to IFRS 11 “Accounting for Acquisitions of Interests in January 1, 2016 Joint Operations” IFRS 14 “Regulatory Deferral Accounts” January 1, 2016 Amendment to IAS 1 “Disclosure Initiative” January 1, 2016 Amendments to IAS 16 and IAS 38 “Clarification of Acceptable January 1, 2016 Methods of Depreciation and Amortization” Amendments to IAS 16 and IAS 41 “Agriculture: Bearer Plants” January 1, 2016 Amendment to IAS 19 “Defined Benefit Plans: Employee July 1, 2014 Contributions” Amendment to IAS 36 “Impairment of Assets: Recoverable Amount January 1, 2014 Disclosures for Non-financial Assets” Amendment to IAS 39 “Novation of Derivatives and Continuation of January 1, 2014 Hedge Accounting” IFRIC 21 “Levies” January 1, 2014

  • Note 1: Unless stated otherwise, the above New or amended 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: 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.

  • 10 -

Except for the following, the initial application of the above New or amended IFRSs in 2017 would not have any material impact on the Group’s accounting policies:

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

The amendment clarifies that the recoverable amount of an asset or a cash-generating unit is disclosed only when an impairment loss on the asset has been recognized or reversed during the period. Furthermore, if the recoverable amount of an item of property, plant and equipment for which impairment loss has been recognized or reversed is fair value less costs of disposal, the Group is required to disclose the fair value hierarchy. If the fair value measurements are categorized within Level 2 or Level 3, the valuation technique and key assumptions used to measure the fair value are disclosed. The discount rate used is disclosed if such fair value less costs of disposal is measured by using present value technique. The amendment will be applied retrospectively.

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

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

The amended IFRS 2 changes the definitions of “vesting condition” and “market condition” and adds definitions for “performance condition” and “service condition”. The amendment clarifies that a performance target can be based on the operations (i.e. a non-market condition) of the Group or another entity in the same group or the market price of the equity instruments of the Group or another entity in the same group (i.e. a market condition); that a performance target can relate either to the performance of the Group as a whole or to some part of it (e.g. a division); and that the period for achieving a performance condition must not extend beyond the end of the related service period. In addition, a share market index target is not a performance condition because it not only reflects the performance of the Group, but also of other entities outside the Group. The share-based payment arrangements with market conditions, non-market conditions or non-vesting conditions will be accounted for differently, and the aforementioned amendment will be applied prospectively to those share-based payments granted on or after January 1, 2017.

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 amendment will be applied prospectively to business combination with acquisition date on or after January 1, 2017.

The amended IFRS 8 requires the Group to disclose the judgments made by management in applying the aggregation criteria to operating segments, including a description of the operating segments aggregated and the economic indicators assessed in determining whether the operating segments have “similar economic characteristics”. The amendment also clarifies that a reconciliation of the total of the reportable segments’ assets to the entity’s assets should only be provided if the segments’ assets are regularly provided to the chief operating decision-maker. The judgements made in applying aggregation criteria should be disclosed retrospectively upon initial application of the amendment in 2017.

When the amended IFRS 13 becomes effective in 2017, the short-term receivables and payables with no stated interest rate will be measured at their invoice amounts without discounting, if the effect of not discounting is immaterial.

  • 11 -

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.

  • 3) 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.

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

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. The amendment will be applied prospectively to acquisitions of investment property on or after January 1, 2017.

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

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

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

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:

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

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

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

Several standards including IFRS 5 “Non-current assets held for sale and discontinued operations”, IFRS 7, IAS 19 and IAS 34 were amended in this annual improvement. IFRS 5 was amended to clarify that reclassification between non-current assets (or disposal group) “held for sale” and non-current assets “held for distribution to owners” does not constitute a change to a plan of sale or distribution. Therefore, previous accounting treatment is not reversed. The amendment also explains that assets that no longer meet the criteria for “held for distribution to owners” and do not meet the criteria for “held for sale” should be treated in the same way as assets that cease to be classified as held for sale. The amendment will be applied prospectively to transactions that occur on or after January 1, 2017.

  • 12 -

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). The amendment will be applied from January 1, 2016, and any adjustment arising from the initial application of the amendment will be recognized in net defined benefit liabilities, deferred tax asset and retained earnings.

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

The amendments clarified that when the Group (non-investment entity) applies the equity method to an associate or a joint venture that is an investment entity, the Group may retain the fair value measurements that the associate or joint venture used for its subsidiaries. Prior to the amendments, the associate or joint venture measures its interest in subsidiaries at fair value but the fair value is unwound, and instead, those subsidiaries are consolidated in the associate’s or joint venture’s result in order to be equity-accounted by the Group. When the amendments become effective, the Group will elect to retain the measurement applied by the associate or joint venture to its interest in subsidiaries.

Except for the above impacts, as of the date the consolidated financial statements were authorized for issue, the Group continues assessing other possible impacts that application of the aforementioned amendments will have on the Group’s financial position and financial performance, and will disclose these other impacts when the assessment is completed.

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

The Group has not applied the following IFRSs issued by the IASB but not yet endorsed by the FSC. The FSC announced that the Group should apply IFRS 15 starting January 1, 2018. As of the date the consolidated financial statements were authorized for issue, the FSC has not announced the effective dates of other new IFRSs.

New IFRSs
Amendment to IFRS 2 “Classification and Measurement of
Share-based Payment Transactions”

Amendments to IFRS 4“Applying IFRS 9 Financial Instruments with
IFRS 4 Insurance Contracts”

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”

IFRS 15 “Revenue from Contracts with Customers”

Amendment to IFRS 15 “Clarification of IFRS 15”

IFRS 16 “Leases”

Amendment to IAS 7 “Disclosure Initiative”

Amendments to IAS 12 “Recognition of Deferred Tax Assets for
Unrealized Losses”
Effective Date
Announced by IASB (Note)
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
To be determined by IASB
January 1, 2018
January 1, 2018
January 1, 2019
January 1, 2017
January 1, 2017

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

  • 13 -

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

Impairment of financial assets

IFRS 9 requires impairment loss on financial assets to be 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.

  • 14 -

  • 2) IFRS 15 “Revenue from Contracts with Customers” and related amendment

IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers, and will supersede IAS 18 “Revenue”, IAS 11 “Construction Contracts” and a number of revenue-related interpretations.

When applying IFRS 15, 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 contract; and

  • Recognize revenue when the entity satisfies a performance obligation.

When IFRS 15 and related amendment are 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.

  • 3) IFRS 16 “Leases”

IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.

Under IFRS 16, if the Group is a lessee, it shall recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for low-value and short-term leases. The Group may elect to apply the accounting method similar to the accounting for operating lease under IAS 17 to the low-value and short-term leases. On the consolidated statements of comprehensive income, the Group should present the depreciation expense charged on the right-of-use asset separately from interest expense accrued on the lease liability; interest is computed by using effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of the lease liability are classified within financing activities; cash payments for interest portion are classified within operating activities.

The application of IFRS 16 is not expected to have a material impact on the accounting of the Group as lessor.

When IFRS 16 becomes effective, the Group may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the initial application of this Standard recognized at the date of initial application.

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

These interim consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 “Interim Financial Reporting” as endorsed by the FSC. Disclosure information included in these interim consolidated financial statements is less than the disclosure information required in a complete set of annual financial statements.

  • 15 -

  • b. Basis of consolidation

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

  • 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, 2015, except for the following:

  • 1) Employee benefits

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.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The critical accounting judgments and key sources of estimation uncertainty described in the consolidated financial statements were consistent with those applied in the consolidated financial statements for the year ended December 31, 2015, except for the following:

  • a. Useful lives of property, plant and equipment

Management determined that the useful lives of machinery equipment and R&D equipment, facility equipment and main buildings should be extended from 6 years to 11 years, 6 years to 15 years and 21 years to 31 years, respectively, from January 1, 2016.

The effect of this reassessment within the next 3 years is to decrease the consolidated depreciation expense described in the consolidated financial statements for the year ended December 31, 2015.

6. CASH AND CASH EQUIVALENTS

September 30, September 30, December 31, December 31, September 30, September 30,
2016 2015 2015
Cash on hand $ 321
$ 264
$ 341
Checking accounts and demand deposits 3,383,175
3,018,567
2,325,544
Cash equivalent
Time deposits 2,009,731
2,573,717
1,493,194
$
5,393,227

$

5,592,548

$
3,819,079
  • 16 -

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

September 30, September 30, December December 31, September September 30,
2016 2015 2015
Financial assets at FVTPL-current
Financial assets held for trading
Derivative financial assets (not under hedge
accounting)
Foreign exchange forward contracts $
2,180
$ - $ -
Financial liabilities at FVTPL-current
Financial liabilities held for trading



Derivative financial liabilities (not under hedge
accounting)
Foreign exchange forward contracts $
482

$

717

$

2,828

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

Contract Amount
Currency Maturity Date (In Thousands)
September 30, 2016
Sell JPY/NTD 2016.10 USD2,400,000/NTD747,280
December 31, 2015
Sell USD/NTD 2016.01 USD11,000/NTD360,937
September 30, 2015
Sell USD/NTD 2015.10 USD8,000/NTD262,254
Sell JPY/NTD 2015.10 JPY400,000/NTD108,600

The Group entered into foreign exchange forward contracts to manage exposures to exchange rate fluctuations of foreign currency denominated assets and liabilities.

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

September 30, September 30, December 31, December 31, September 30, September 30,
2016 2015 2015
Non-current
Domestic investments



Listed shares $ 909,204
$ 900,710
$ 813,664
Foreign investments
Listed shares 300,894
298,758
284,680
$
1,210,098

$

1,199,468

$
1,098,344
  • 17 -

9. FINANCIAL ASSETS MEASURED AT COST

September 30, September 30, December 31, December 31, September 30, September 30,
2016 2015 2015
Non-current



Domestic unlisted common shares $
58,500

$

58,500

$
58,500
Overseas unlisted common shares 33,869
35,451
35,500
$
92,369

$

93,951

$
94,000
Classified according to financial asset
measurement categories
Available-for-sale financial assets $ 92,369
$ 93,951
$ 94,000

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

10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES

September 30, September 30, December 31, December 31, September 30, September 30,
2016 2015 2015
Notes receivable and Trade receivables



Notes receivable $
-

$

243

$
478
Trade receivables 3,166,703
2,885,067
3,210,264
Less: Allowance for impairment loss (17,375)
(271)
(271)
$
3,149,328

$

2,885,039

$
3,210,471
Other receivables



Tax receivable $
133,799

$

93,660

$
123,098
Others 13,018
11,673
50,544
$
146,817

$

105,333

$
173,642

a. Notes Receivable and 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 trading with any new customer, the Group assess the potential customer’s credit quality and defines credit limits uses an internal credit scoring system.

  • 18 -

For the trade receivables balances that were past due at the end of the reporting period, the Group had not recognized an allowance for impairment loss, because there was not a significant change in credit quality and the amounts were still considered recoverable.

Aging of notes receivable and trade receivables were as follows:

September 30, December 31, September 30,
2016 2015 2015
Neither past due nor impaired
$ 3,089,650


$ 2,862,213

$ 3,160,341
Past due but not impaired
Within 60 days 54,060

22,109

49,482
61-120 days 5,618

70

-
Over 121 days
-

647

648

$ 3,149,328


$ 2,885,039

$ 3,210,471

As of September 30, 2016, the Group did not hold collateral for most of the receivables.

Movements of the allowance for doubtful trade receivables were as follows:

Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment


Balance at January 1 and September 30, 2015
$ 271
$ -

Balance at January 1, 2016
$ 271
$ -

Add: Impairment losses recognized on
receivables
17,375
-
Less: Amounts written off during the period
as uncollectible

(271)

-

Balance at September 30, 2016
$ 17,375
$ -
Total
$ 271
$ 271
17,375

(271)
$ 17,375

The Group recognized impairment loss on trade receivables amounting to $16,727 thousand as of September 30, 2016. These amounts mainly related to customers that were in severe financial difficulties. The Group did not hold any collateral over these balances.

The carrying amount of trade receivables pledged as collateral for borrowings was disclosed in Note 35.

b. Other receivables

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

  • 19 -

11. INVENTORIES

September 30,
2016

Finished goods and merchandise
$ 1,133,819
Work in progress
5,302,464
Raw materials

324,494


$ 6,760,777
December 31,
2015
September 30,
2015

$ 1,321,168 $ 1,718,221

7,618,542
8,228,508

394,574

463,020

$ 9,334,284
$ 10,409,749

Write-down of inventories to net realizable value and reversal of inventory write-downs resulting from the increase in net realizable value were included in the cost of goods sold, which were as follows. Previous write-downs were reversed as a result of stock clearance.

Inventory losses (reversal of
inventory write-downs)
Three Months Ended
September 30
2016
2015
$ (558,318)
$ 232,086
Nine Months Ended
September 30
Nine Months Ended
September 30
2016
$ (558,318)
2016
$ (790,185)
2015
$ 518,831

12. SUBSIDIARIES

Subsidiary included in consolidated financial statements

As of September 30, 2016, 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”).

Investor
Investee
Nature of Activities
The Company
Run Hong
Investment company
The Company
Hui Ying
Investment company
The Company and Run Hong
Mxtran
Combi-SIM IC and the related service
The Company and Run Hong
INFOMAX
Baseband chip, analog baseband chip, and
power management chip
The Company
MXA
Sales and marketing
The Company
MXBVI
Investment holding company
Mxtran
Mxtran Samoa
Investment holding company
Mxtran Samoa
Mxtran HK
Investment holding company
Mxtran HK
Maxtran Beijing
Technical support of Combi-SIM IC
INFOMAX
Infomax Samoa
Investment holding company
Infomax Samoa
Infomax HK
Investment holding company
Infomax HK
Infomax SU
Software, rendering and technical service
MXBVI
NTTI
IC design
MXBVI
MX Asia
Investment holding company
MXBVI
MPL
After-sales service
MXBVI
MXE
After-sales service
MXBVI
MXHK
Sales and marketing
MXHK
MXm
Development of integrated circuit system and
software
% of Ownership
September 30,
2016
December 31,
2015
September 30,
2015
100.00
100.00
100.00
100.00
100.00
100.00
94.84
94.84
94.84
99.02
99.02
99.02
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00

Subsidiaries included in consolidated financial statements are immaterial, and its’ financial statements have not been reviewed.

  • 20 -

13. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in associates

September 30,
2016
December 31,
2015
September 30,
2015


Associates


MoDioTek Co., Ltd. (“MoDioTek”)
$ 68

$ 12,345

$ 20,695
% of Ownership
Name of Associate
Main Business
Principal Place of
Business
September 30,
2016
December 31,
2015
September 30,
2015
MoDioTek
Wi-Fi video transmission IC
and smart security
systems
Hsinchu City
23.39
23.39
23.39
September 30,
2016
December 31,
2015
September 30,
2015


Associates


MoDioTek Co., Ltd. (“MoDioTek”)
$ 68

$ 12,345

$ 20,695
% of Ownership
Name of Associate
Main Business
Principal Place of
Business
September 30,
2016
December 31,
2015
September 30,
2015
MoDioTek
Wi-Fi video transmission IC
and smart security
systems
Hsinchu City
23.39
23.39
23.39
September 30,
2016
December 31,
2015
September 30,
2015


Associates


MoDioTek Co., Ltd. (“MoDioTek”)
$ 68

$ 12,345

$ 20,695
% of Ownership
Name of Associate
Main Business
Principal Place of
Business
September 30,
2016
December 31,
2015
September 30,
2015
MoDioTek
Wi-Fi video transmission IC
and smart security
systems
Hsinchu City
23.39
23.39
23.39
September 30,
2016
December 31,
2015

23.39
23.39
September 30,
2015
23.39

The investments accounted for using equity method and the share of profit or loss and other comprehensive income of those investments were based on unreviewed financial statements for the same reporting period.

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 September 30,
2016
Ni ne Months Ended September 30, 2016 ne Months Ended September 30, 2016





Balance,
Beginning of
Period
$ 1,320,487

23,709,538
82,541,070
5,168,722
30,285
43,850
1,163,014

1,425,924

115,402,890

407,984

19,142,362
74,541,409
3,575,569
25,177
30,126

1,084,140


98,806,767

$ 16,596,123
Additions
$ -

-
-
3,629
-
14
3,159

714,292

$ 721,094

$ -

260,471

976,856
183,903

2,569

4,591

37,964

$ 1,466,354
Disposals
E
$ -

11,324
167,199
4,845
5,152
-
17,389

-

$ 205,909

$ -

11,324

167,169
4,503

5,152

-

17,314

$ 205,462
ffect of Foreign
Currency
Exchange
Differences

$ (32,241 )
(17,916 )
-
(2,594 )
(118 )
(1,164 )
(5,230 )

41

$ (59,222)

$ (18,208 )
(3,431 )
-
(1,757 )
(106 )
(802 )

(4,335)

$ (28,639)
Reclassification
Balance, End of
Period
$ -
$ 1,288,246

699,382
24,379,680
218,847
82,592,718

563,450
5,728,362

-
25,015

-
42,700

2,260
1,145,814

(1,483,939)

656,318
$ -
115,858,853
$ -
389,776

-
19,388,078
3,671
75,354,767

(2,954 )
3,750,258

-
22,488

-
33,915

(717)

1,099,738
$ -
100,039,020
$ 15,819,833
  • 21 -
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 amounts at September 30,
2015
Ni ne Months Ended September 30, 2015 ne Months Ended September 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
$ -

-
-
5,099
-
420
7,764

1,046,709

$ 1,059,992

$ -

919,357

2,834,540
498,968

2,709

4,132

50,831

$ 4,310,537
Disposals
E
$ -

13,081
212,597
7,127
900
2,419
14,327

-

$ 250,451

$ -

13,081

211,005
6,947

465

2,419

14,146

$ 248,063
ffect of Foreign
Currency
Exchange
Differences

$ 26,850


(258 )

-
(41 )
(2 )

373
192

(42)

$ 27,072

$ 15,164

45
-
17
(2 )
388

338

$ 15,950
Reclassification
Balance, End of
Period
$ -
$ 1,321,478

613,754
23,688,422
2,000,343
82,521,833

(1,221,583 )
5,098,613

900
30,321
3,230
42,851
13,286
1,205,860

(1,409,930)

1,440,999
$ -
115,350,377
$ -
408,544
-
18,836,961
597,284
73,635,314
(597,284 )
3,415,716

-
24,315
-
29,010

-

1,113,970
$ -

97,463,830
$ 17,886,547

The carrying amount of the freehold land in the U.S.A. which is unutilized by the Group as of September 30, 2016, December 31, 2015 and September 30, 2015 were US$9,579 thousand, respectively.

The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows:

Buildings Main buildings 21-40 years Electronic equipment 11-20 years Facility equipment 6-15 years Landscape engineering 20 years Machinery equipment 4-11 years Research and development equipment 5-11 years Transportation equipment 5-6 years Leasehold improvements 3-16 years Miscellaneous equipment 2-16 years

Property, plant and equipment pledged as collateral for bank borrowings were set out in Note 35.

  • 22 -

15. INTANGIBLE ASSETS

Cost
Software

Licenses
Others


Accumulated amortization and
impairment
Software
Licenses
Others


Carrying amounts at September 30,
2016
Cost
Software

Licenses
Mask
Others


Accumulated amortization
Software
Licenses
Mask
Others


Carrying amounts at September 30,
2015
Nine Months Ended September Nine Months Ended September 30, 2016
Balance,
Beginning of
Period
$ 309,702

58,407

18,691


386,800

232,616

31,926

13,241


277,783

$ 109,017
Additions
Disposals
$ 11,864
$ 137,166

6,000
2,202

413

3,349

$ 18,277
$ 142,717

$ 51,018
$ 137,166

13,754
2,202

4,682

3,349

$ 69,454
$ 142,717

Nine Months Ended September
Effect of
Foreign
Currency
Exchange
Differences
Balance, End
of Period
$ (1,538) $ 182,862
-
62,205

(4)

15,751
$ (1,542)

260,818
$ (1,425)
145,043
-
43,478

(4)

14,570
$ (1,429)

203,091
$ 57,727
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
$ 23,368

2,859
2,535

1,345

$ 30,107

$ 110,574

13,667
1,268

3,673

$ 129,182
Disposals
$ 300,702

-
-

1,274

$ 301,976

$ 300,702

-

-

1,274

$ 301,976
Effect of
Foreign
Currency
Exchange
Differences
Balance, End
of Period
$ (802) $ 365,136
-
61,772

-
2,535

-

18,530
$ (802)

447,973
$ (741)
264,321
-
30,296

-
1,268

-

12,881
$ (741)

308,766
$ 139,207

Intangible assets are amortized on a straight-line basis over the estimated useful lives as follows:

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

  • 23 -

16. PREPAYMENTS FOR LEASE

September 30, September 30, December 31, December 31, September 30, September 30,
2016 2015 2015
Current asset (included in other current assets) $

531


$


572


$

585
Non-current asset (included in other non-current
assets) 20,841

22,877

23,531
$
21,372


$

23,449


$
24,116

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

September 30, September 30, December 31, December 31, September 30, September 30,
2016 2015 2015
Non-current



Restricted time deposits (Note 35) $
138,861

$

139,970

$
166,951
Refundable deposits 12,384
11,435
11,705
Long-term receivables 2,401
2,106
2,966
$
153,646

$

153,511

$
181,622
OTHER ASSETS
September 30, December 31, September 30,
2016 2015 2015
Current



Prepayments $
198,832

$

179,177

$
222,053
Offset against business tax payable 31,448
31,092
30,747
Prepayments for lease 531
572
585
Others 5,193
21
57
$
236,004

$

210,862

$
253,442
Non-current



Prepayments for lease $
20,841

$

22,877

$
23,531
Prepayments -
6,000
105,009
$
20,841

$

28,877

$
128,540

18. OTHER ASSETS

  • 24 -

19. BORROWINGS

a. Short-term borrowings

b. September 30,
2016
December 31,
2015
September 30,
2015


Unsecured borrowings




Import loans
$ 246,453
$ 540,028
$ 730,593
Unsecured borrowings

800,000

1,000,000

950,000



$ 1,046,453
$ 1,540,028
$ 1,680,593



Interest rate
1.39%-1.91%
1.24%-2.02%
1.07%-1.90%
Long-term borrowings
September 30,
2016
December 31,
2015
September 30,
2015


Secured borrowings




Loans from financial institution
$ 9,612,415 $ 10,671,943 $ 10,437,491


Unsecured borrowings






Loans from financial institution

1,646,667

1,913,333

1,763,333

11,259,082
12,585,276
12,200,824
Less: Current portion

4,595,293
4,683,784
2,311,111
Less: Arrangement fee

22,243

39,502

38,413



Long-term borrowings
$ 6,641,546
$ 7,861,990
$ 9,851,300
Interest rate
1.52%-2.81%
1.73%-2.91%
1.80%-3.02%
Repayment Terms
September 30,
2016
December 31,
2015
September 30,
2015
Secured syndicated loan
denominated in NT$ From June 2015 to June
2018.
$ 6,885,000 $ 7,267,500 $ 7,650,000
Unsecured bank
borrowing
denominated in NT$ From September 2015 to
March 2017.
1,000,000
1,000,000
1,000,000
Secured bank borrowing
denominated in NT$ From December 2015 to
September 2017.
800,000
800,000
-
Secured bank borrowing
denominated in NT$ From September 2015 to
September 2018.
515,000
650,000
650,000
Unsecured bank
borrowing
denominated in NT$ From March 2016 to
January 2018.
500,000
-
-
Secured bank borrowing
denominated in NT$ From October 2013 to
October 2018.
450,000
600,000
650,000
Secured bank borrowing
denominated in NT$ From December 2013 to
December 2018.
370,752
490,240
529,719
(Continued)
  • 25 -
September 30, September 30, December 31, December 31, September 30, September 30,
Repayment Terms 2016 2015 2015
Secured bank borrowing
From January 2015 to
$ 220,412 $ 251,900 $
251,900
denominated in NT$ January 2020.
Secured bank borrowing
From September 2015 to 130,000 220,000 250,000
denominated in NT$ September 2017.
Secured bank borrowing
From July 2014 to July 110,000 200,000 230,000
denominated in NT$ 2017.
Secured bank borrowing
From March 2014 to 80,251 91,508 98,981
denominated in JPY March 2019.
Unsecured bank
From October 2015 to 80,000 240,000 -
borrowing December 2016.
denominated in NT$
Unsecured bank
From September 2014 to 66,667 133,333 133,333
borrowing September 2017.
denominated in NT$
Secured bank borrowing
From August 2015 to 51,000 78,000 87,000
denominated in NT$ February 2018.
Secured bank borrowing
Pay off in April 2016. - 22,795 39,891
denominated in NT$
Unsecured bank
Pay off in March 2016. - 540,000 630,000
borrowing
denominated in NT$
Less: Current portion 4,595,293 4,683,784 2,311,111
Arrangement fee
22,243
39,502
38,413
Total long-term borrowings
$ 6,641,546
$ 7,861,990
$ 9,851,300
(Concluded)

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 September 30, 2016.

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

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

The loan agreement requires the maintenance of current ratio, debt ratio, and times interest earned based on semi-annual and annual consolidated financial statements. The Group’s financial ratios during the first half of 2016 conform to the required ratios, except for the times interest earned. According to the loan contract, it will be considered to breach the contract when the borrower does not conform to any of the required financial ratios two times consecutively. Therefore, the financial ratios of the first half of 2016 which didn’t meet the restrictions will not be considered to a breach of contract owing to occur only ones.

The details of assets pledged as collaterals for long-term loans were set in Note 35.

  • 26 -

20. NOTES PAYABLE AND TRADE PAYABLES

September 30, September 30, December 31, December 31, September 30, September 30,
2016 2015 2015
Notes payable $
7

$

4,815

$
7
Trade payables 2,074,361
1,719,324
1,903,851
$
2,074,368

$

1,724,139

$
1,903,858

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

September 30, September 30, December 31, December 31, September 30, September 30,
2016 2015 2015
Payable for maintenance and repair $
148,292

$

189,336

$
168,169
Payable for bonus 137,792
264,690
141,806
Payable for Insurance premium 69,447
156,560
96,603
Payable for pension 56,611
57,531
57,992
Payable for patents 51,891
-
-
Payable for legal fees 51,406
57,240
48,037
Others 443,822
574,978
527,493
$
959,261

$

1,300,335

$
1,040,100

22. PROVISIONS

September 30, September 30, December 31, December 31, September 30, September 30,
2016 2015 2015
Current



Employee benefits (a) $
84,664

$


79,009

$

78,436
Customer returns and rebates (b) 174,094
101,193
131,505
$
258,758

$

180,202

$
209,941
Customer
Employee Returns and
Benefits Rebates Total
Balance at January 1, 2016 $ 79,009
$ 101,193
$ 180,202
Additional provisions recognized 77,241 256,459 333,700
Reversing un-usage balances/usage (71,039)
(176,509)
(247,548)
Net exchange differences (547)
(7,049)
(7,596)
Balance at September 30, 2016 $ 84,664
$ 174,094
$ 258,758
  • 27 -

  • 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. Under 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

Employee benefit expenses in respect of the Group’s defined benefit retirement plans were $6,504 thousand and $9,821 thousand for the three months ended September 30, 2016 and 2015 and $19,511 thousand and $30,870 thousand for the nine months ended September 30, 2016 and 2015, respectively, and were calculated using the actuarially determined pension cost discount rate as of December 31, 2015 and 2014.

The Group maintains a separate executive pension plan and the net periodic pension costs were $3,089 thousand and $3,943 thousand for the three months ended September 30, 2016 and 2015 and $9,266 thousand and $13,235 thousand for the nine months ended September 30, 2016 and 2015.

24. EQUITY

  • a. Share capital
Ordinary shares
September 30,
2016

Numbers of shares authorized (in thousands)
6,550,000

Share authorized
$ 65,500,000

Numbers of shares issued and fully paid (in
thousands)

3,615,717

Shares issued
$ 36,157,168
December 31,
2015
September 30,
2015


6,550,000

6,550,000
$ 65,500,000
$ 65,500,000

3,617,849

3,618,598
$ 36,178,489
$ 36,185,987

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.

  • 28 -

b. Capital surplus

September 30, September 30, December 31, December 31, September 30, September 30,
2016 2015 2015
May be used to offset a deficit, distributed as
cash dividends, or transferred to share
capital (1)
Arising from issuance of common shares
$

186,358

$

285,217

$
285,278
Arising from donations 37
37
37
Arising from treasury share transactions 6,422
6,422
6,422

$

192,817

$

291,676

$
291,737
May be used to offset a deficit only



Arising from changes in percentage of
ownership interest in subsidiaries (2) $
4,302
$
1,251
$
732
Arising from treasury share transactions 20,080
20,080
20,080

$


24,382

$


21,331

$

20,812
May not be used for any purpose
Arising from employee restricted shares
$

(140,829)

$

(258,071)

$
(285,683)
  • 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

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 consequential amendments to the Company’s Articles of Incorporation and been approved by the annual shareholders’ meeting on June 18, 2015. Due to the net loss for the nine months ended September 30, 2016 and 2015, there were no accrual for bonus to employees and remuneration to directors.

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) Employees’ bonus - 15%;

  • 2) Directors’ remuneration - 2%;

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

  • 29 -

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.

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 employees’ compensation and remuneration to directors and supervisors for 2015 resolved by the Company’s board of directors in 2016 is available on the Market Observation Post System website of the Taiwan Stock Exchange.

As of September 30, 2016, the accumulated loss incurred by the Company aggregates to one half of its paid-in capital. Under the Article 211 of the Company Act, the board of directors had made a report to the annual shareholder’s meeting in 2016.

  • d. Others equity items

  • 1) Exchange differences on translating the financial statements of foreign operations

Balance at January 1

Exchange differences arising on translating the financial
statements of foreign operations

Balance at September 30

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

Unrealized gain (loss) arising on revaluation of
available-for-sale financial assets

Balance at September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2016
2015
$ 48,923

$ 27,223
(68,543)


33,636

$ (19,620)

$ 60,859
For the Nine Months Ended
September 30



2016
$ 871,368

13,615


$ 884,983
2015
$ 917,437
(147,285)
$ 770,152
  • 2) Unrealized gain (loss) on available-for-sale financial assets

  • 30 -

3) Employee unearned 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
Adjustment for change of turnover rate


Balance at September 30

Non-controlling interests
Balance at January 1

Attributable to non-controlling interests:

Share of loss for the period

Exchange difference arising on translation of foreign
operations

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

Non-controlling interest arising from acquisition at a
percentage different from its earlier ownership percentage
of subsidiaries (Note 30)

Balance at September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30



2016
2015
$ (263,407)
$ (209,813)
-
(375,892)
151,420

255,744
(327)

-

$ (112,314)
$ (329,961)
For the Nine Months Ended
September 30






2016
$ 8,763
(3,010)
(193)
(2,865)


-

$ 2,695
2015
$ 13,101
(5,327)
54
(121)

4,531
$ 12,238

e. Non-controlling interests

  • f. Treasury shares

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

Number of
Shares Held Carrying
Name of Subsidiary (In Thousands) Amount Market Price
September 30, 2016
Hui Ying 3,899
$ 159,061 $ 16,338
December 31, 2015
Hui Ying 3,899 159,061 18,639
September 30, 2015
Hui Ying 3,899 159,061 16,377

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.

  • 31 -

25. REVENUE

Revenue from the sale of goods

Royalty income and others

For the Three Months Ended
September 30
2016
2015
$ 7,088,682 $ 5,640,333
2,987

6,867

$ 7,091,669
$ 5,647,200
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2016
$ 7,088,682
2,987

$ 7,091,669


2016
$ 17,350,382
8,744

$ 17,359,126
2015
$ 15,313,499
15,204
$ 15,328,703

The analysis of the Group’s revenue and main products was disclosed in Note 39.

26. NET LOSS AND OTHER COMPREHENSIVE INCOME (LOSS) FROM CONTINUING OPERATIONS

  • a. Other income
Dividend income

Interest income

Intellectual property rights
income
Others

For the Three Months Ended
September 30
2016
2015
$ 48,839 $ 60,018

4,072
5,121
-
-

11,521

10,875

$ 64,432
$ 76,014
For the Three Months Ended
September 30
2016
2015
$ 48,839 $ 60,018

4,072
5,121
-
-

11,521

10,875

$ 64,432
$ 76,014
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30



2016
$ 48,839
4,072
-

11,521

$ 64,432




2016
$ 97,030

14,565

-

30,042

$ 141,637
2015
$ 95,417

23,539

951,300
30,719
$ 1,100,975

b. Other gains and losses

Net foreign exchange (loss)
gain
Net gain (loss) arising on
financial assets at FVTPL
Gain on disposal of investment
Others


For the Three Months Ended
September 30
2016
2015
$ (37,675) $ 134,668

14,318
(7,175)

-
-

(4,195)

(14,974)


$ (27,552)
$ 112,519
For the Three Months Ended
September 30
2016
2015
$ (37,675) $ 134,668

14,318
(7,175)

-
-

(4,195)

(14,974)


$ (27,552)
$ 112,519
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30




2016
$ (37,675)
14,318
-

(4,195)

$ (27,552)



2016
$ (7,381)

16,307
-

(12,388)

$ (3,462)
2015
$ 102,295
(7,051)
7,491

(15,847)
$ 86,888
  • 32 -

c. Finance costs

Interest on loans

Other interest expense
Less: Amounts included in
the cost of qualifying
assets
For the Three Months Ended
September 30
2016
2015
$ 70,991
$ 81,342

3,965
-

(1,010)

(1,584)

$ 73,946
$ 79,758
For the Three Months Ended
September 30
2016
2015
$ 70,991
$ 81,342

3,965
-

(1,010)

(1,584)

$ 73,946
$ 79,758
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2016
$ 70,991

3,965

(1,010)

$ 73,946


2016
$ 238,007

3,987

(2,060)

$ 239,934
2015
$ 224,032
-

(5,900)
$ 218,132

Information about capitalized interest was as follows:

Capitalized interest

Capitalization rate

d. Depreciation and amortization
Property, plant and equipment
Intangible assets


An analysis of depreciation by
function
Operating costs

Operating expenses


An analysis of amortization by
function
Operating costs

Selling and marking
expenses
General administration
expenses
Research and development
expenses
For the Three Months Ended
September 30
2016
2015
$ 1,010
$ 1,584

1.80%
1.57%
For the Three Months Ended
September 30
2016
2015
$ 489,206 $ 1,423,454

21,281

37,022

$ 510,487
$ 1,460,476

$ 387,320 $ 1,236,308

101,886

187,146

$ 489,206
$ 1,423,454

$ 11,839 $ 23,701
149
151
1,821
4,938

7,472

8,232

$ 21,281
$ 37,022
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30

2016
2015
$ 2,060
$ 5,900
1.33%
1.67%
For the Nine Months Ended
September 30








2016
$ 489,206

21,281

$ 510,487

$ 387,320

101,886

$ 489,206

$ 11,839
149
1,821

7,472

$ 21,281










2016
$ 1,466,354

69,454

$ 1,535,808

$ 1,157,641

308,713

$ 1,466,354

$ 39,346

451

7,286

22,371

$ 69,454
2015
$ 4,310,537

129,182
$ 4,439,719
$ 3,733,040

577,497
$ 4,310,537
$ 84,284

447

19,648

24,803
$ 129,182
  • 33 -

e. Employee benefits expense

Post-employment benefits
(Note 23)
Defined contribution plans

Defined benefit plans

Share-based payments
Equity-settled
Other employee benefits

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

Operating expenses

For the Three Months Ended
September 30
For the Three Months Ended
September 30








For the Nine Months Ended
September 30






2016
$ 60,848

9,593

70,441
34,676

1,320,084

$ 1,425,201

$ 634,003

791,198

$ 1,425,201
2015
$ 62,805

9,821


72,626

99,070

1,388,410

$ 1,560,106

$ 626,811

933,295

$ 1,560,106
2016
2015
$ 184,120 $ 186,996

28,777

30,870

212,897
217,866

151,420
255,744

4,043,308

4,225,741
$ 4,407,625
$ 4,699,351
$ 1,942,573 $ 2,082,549

2,465,052

2,616,802
$ 4,407,625
$ 4,699,351

27. INCOME TAXES RELATING TO CONTINUING OPERATIONS

a. The major components of income tax expense (benefit) recognized in profit or loss

For the Three Months Ended
September 30
2016
2015
Current tax

In respect of the current
period
$ 2,382
$ 5,236

Adjustments for prior periods
(291)
-

Deferred tax
In respect of the current
period

117

(344)

Income tax expense (benefit)
recognized in profit or loss
$ 2,208
$ 4,892

b. Integrated income tax
September 30,
2016
Accumulated deficit

Generated before January 1, 1998
$ -
Generated on and after January 1, 1998
(19,250,022)



$ (19,250,022)



Imputation credits accounts
$ 473,568
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2016
2015
$ 6,613
$ 11,509
(145,300)
1

(2,174)

1,363
$ (140,861)
$ 12,873
December 31,
2015
September 30,
2015
$ - $ -
(18,304,273)
(16,341,763)

$ (18,304,273)
$ (16,341,763)

$ 421,581
$ 421,581
  • 34 -

No tax creditable ratios were calculated for accumulated deficit as of September 30, 2016, December 31, 2015 and September 30, 2015, respectively.

  • c. Income tax assessments

The tax returns through 2014 have been assessed by the tax authorities.

28. EARNINGS (LOSS) PER SHARE

Unit: NT$ Per Share

Basic earnings (loss) per share
Diluted earnings (loss) per share
For the Three Months Ended
September 30
2016
2015
$ 0.18
$ (0.27)
$ 0.18
$ (0.27)
For the Three Months Ended
September 30
2016
2015
$ 0.18
$ (0.27)
$ 0.18
$ (0.27)
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30

2016
$ 0.18

$ 0.18

2016
$ (0.27)

$ (0.27)
2015
$ (0.72)
$ (0.72)

The income (loss) and weighted average number of ordinary shares outstanding in the computation of earnings (loss) per share from continuing operations were as follows:

Net Income (Loss) for the Period

Income (loss) for the period
attributable to owners of the
Company
For the Three Months Ended
September 30
2016
2015
$ 633,288
$ (949,199)
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
2016
$ 633,288
2016
$ (945,749)
2015
$ (2,524,483)

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

Weighted average number of
ordinary shares in computation
of basic earnings (loss) per share
Weighted average number of
ordinary shares in computation
of diluted earnings (loss) per
share
For the Three Months Ended
September 30
2016
2015

3,559,336

3,522,841


3,582,533

3,522,841
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30

2016

3,559,336


3,582,533

2016

3,550,352


3,550,352
2015

3,519,349

3,519,349

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 anti - dilutive and excluded from the computation of diluted loss per share for the nine months ended September 30, 2016 and 2015.

  • 35 -

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 September 30
For the Nine Months Ended September 30
2016
Number of
Options
(In Thousands)
Weighted-
average
Exercise Price
(NT$)
1,181
$ 10.00

(493)
-

688
10.00
2015
Number of
Options
(In Thousands)
Weighted-
average
Exercise Price
(NT$)
1,309
$ 10.00

(52)
-

1,257
10.00

As of September 30, 2016, information about Mxtran’s outstanding and exercisable option was as follows:

Range of
Exercise
Price (NT$)
$ 10.00
Options Issued on or After August 12, 2011
and Outstanding

Number
Outstanding
Options
(Thousand)
Remaining
Contractual
Life (In Years)
Exercise Price
(NT$/Per
Share)

688
0.86
$ 10.00
Options Exercisable
Number
Exercisable
Options
(Thousand)
Exercise Price
(NT$/Per
Share)

688
$ 10.00

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

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

For the three months ended September 30, 2016 and 2015, and the nine months ended September 30, 2016 and 2015, the compensation cost recognized were NT$0, respectively. As of September 30, 2016 and 2015, the estimated percentages of forfeiture due to termination of employment over the remaining vesting period were 52.76% and 4.1%, respectively.

  • 36 -

INFOMAX

Approved by the Board of Directors of INFOMAX on January 26, 2011, INFOMAX was authorized to issue employee stock options for 1,346 thousand units. Each stock option may subscribe for one new share of common stock of INFOMAX. The options 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 Taipei Exchange. The options granted are exercisable at certain percentages after the second anniversary from the grant date. For any subsequent changes in INFOMAX’s capital surplus, the exercise price is adjusted accordingly.

INFOMAX made 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 September 30
**For the Nine Months ** Ended September 30
2016
Number of
Options
(In Thousands)
Weighted-
average
Exercise Price
(NT$)
5,121
$ 31.87

(4,742)
-

379
31.87
2015
Number of
Options
(In Thousands)
Weighted-
average
Exercise Price
(NT$)
7,116
$ 31.87

(93)
-

7,023
31.87

As of September 30, 2016, information about INFOMAX’s outstanding and exercisable option was as follows:

Range of
Exercise
Price (NT$)
$ 31.87
Options Issued on or After January 26, 2011
and Outstanding

Number
Outstanding
Options
(Thousand)
Remaining
Contractual
Life (In Years)
Exercise Price
(NT$/Per
Share)

379
0.32
$ 31.87
Options Exercisable
Number
Exercisable
Options
(Thousand)
Exercise Price
(NT$/Per
Share)

379
$ 31.87

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%
  • 37 -

For the three months ended September 30, 2016 and 2015, and the nine months ended September 30, 2016 and 2015, the compensation cost weren’t recognized because of small. As of September 30, 2016 and 2015, the estimated percentages of forfeiture due to termination of employment over the remaining vesting period were both 3%.

  • b. Restricted Stock Plan for employees

Information on Stock Plan for employees were as below:

The Board of
Directors Issued
Approved Grant Shares Grant Shares Shares
Date (Thousand) (Thousand) Grant Date Issued Date (Thousand) Fair Value
2014/06/18 123,251
38,365
2014/08/28 2014/12/25
37,301
$ 7.76
62,213 2015/03/16 2015/07/22
61,279
6.82
2016/06/16 123,535
Note

Note
Note Note Note

Note: The application is approved by the FSC and has become effective on October 17, 2016, the Company would issue the new shares on one or more times basis as needed.

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

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

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

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

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.

  • 38 -

Information on restricted stock plan for employees was as follows:

Balance at January 1
Granted (Note 1)
Vested
Forfeited (Notes 2 and 3)
Balance at September 30
Number of Shares
(In Thousands)
Number of Shares
(In Thousands)
For the Nine Months
Ended September 30


2016
81,407
-
(34,174)


(1,806)


45,427
2015
37,301
62,213
(14,253)

(3,138)

82,123

Note 1: The number of granted shares in this period is not equal to the actual issued shares.

  • Note 2: The forfeited shares for the nine months ended September 30, 2016 consisted of 363 thousand shares not yet cancelled and 1,443 thousand shares already cancelled.

  • Note 3: The forfeited shares for the nine months ended September 30, 2015 consisted of 750 thousand shares not yet cancelled, 1,454 thousand shares already cancelled and 934 thousand shares representing the difference between granted and issued on March 16, 2015.

For the three months ended September 30, 2016 and 2015, the compensation cost recognized were NT$34,676 thousand and NT$99,070 thousand, respectively. For the nine months ended September 30, 2016 and 2015, the compensation cost recognized was NT$151,420 thousand and NT$255,744 thousand, respectively.

30. 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)
  • 39 -

31. OPERATING LEASE ARRANGEMENTS

  • a. The Group as lessee

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

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

September 30, September 30, December 31, December 31, September 30, September 30,
2016 2015 2015
Not later than 1 year $ 89,346
$ 65,630
$ 40,176
Later than 1 year and not later than 5 years 327,949
219,824
123,169
Later than 5 years 902,562
551,786
201,470
$
1,319,857

$

837,240

$
364,815

The lease payments recognized in profit or loss for the current period were as follows:

Minimum lease payment
For the Three Months Ended
September 30
2016
2015


$ 30,333
$ 25,460
For the Three Months Ended
September 30
2016
2015


$ 30,333
$ 25,460
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
2016

$ 30,333

2016

$ 100,441
2015
$ 79,251

b. The Group as lessor

Operating leases relate to the building owned by the Group with lease terms between 2 to 5 years. All operating lease contracts contain market review clauses in the event that the lessee exercises its option to renew. The lessee does not have a bargain purchase option to acquire the property at the expiration of the lease period.

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

September 30, September 30, December 31, December 31, September 30, September 30,
2016 2015 2015
Not later than 1 year $
1,823

$

3,720

$

4,142
Later than 1 year and not later than 5 years 667

1,030

1,649
$

2,490


$


4,750


$

5,791
  • 40 -

32. CAPITAL MANAGEMENT

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

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

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

33. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments 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 on a recurring basis

  • 1) Fair value hierarchy

September 30, 2016
Financial assets at FVTPL
derivative financial
instruments

Available-for-sale financial assets
Securities listed in ROC

Securities listed in other
countries


Financial liabilities at FVTPL
Derivative financial instruments
Level 1
$ -

$ 909,204


300,894

$ 1,210,098

$ -
Level 2
$ 2,180

$ -


-

$ -

$ 482
Level 3
$ -

$ -


-

$ -

$ -
Total
$ 2,180

$ 909,204

300,894

$ 1,210,098

$ 482
  • 41 -

December 31, 2015

Available-for-sale financial assets
Securities listed in ROC

Securities listed in other
countries


Financial liabilities at FVTPL
Derivative financial instruments
September 30, 2015
Available-for-sale financial assets
Securities listed in ROC

Securities listed in other
countries


Financial liabilities at FVTPL
Derivative financial instruments
Level 1
$ 900,710


298,758

$ 1,199,468

$ -

Level 1
$ 813,664


284,680

$ 1,098,344

$ -
Level 2
$ -


-

$ -

$ 717

Level 2
$ -


-

$ -

$ 2,828
Level 3
$ -


-

$ -

$ -

Level 3
$ -


-

$ -

$ -
Total
$ 900,710

298,758

$ 1,199,468

$ 717
Total
$ 813,664

284,680

$ 1,098,344

$ 2,828

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 Valuation Techniques and Inputs Valuation Techniques and Inputs Valuation Techniques and Inputs Valuation Techniques and Inputs
Derivatives - foreign currency Future cash flows are estimated based on observable forward
forward contracts exchange rates at the end of the reporting period and
contract forward rates.
Categories of financial instruments
September 30, December 31, September 30,
2016 2015 2015
Financial assets
Fair value through profit or loss (FVTPL)

Held for trading $ 2,180 $ - $ -
Loans and receivables (i) 10,261,592 9,133,505
7,865,811
Available-for-sale financial assets (ii) 1,302,467 1,293,419
1,192,344
Financial liabilities

Fair value through profit or loss (FVTPL)

Held for trading 482 717
2,828
Measured at amortized cost (iii) 16,040,429 17,343,989
17,003,164
  • c. Categories of financial instruments

  • 42 -

  • 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 (including other payables to related parties), payable for purchase of equipment and long-term loans (including current portion).

  • d. Financial risk management objectives and policies

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

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

1) Market risk

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

  • a) Foreign currency risk

The Group had foreign currency sales and purchases, which exposed the Group to foreign currency risk. Exchange rate exposures were managed within approved policy parameters utilizing 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 end of each reporting period.

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 increase
Currency USD Impact
For the Nine Months Ended
September 30
2016
2015
$ 62,478
$ 26,565
Currency USD Impact
For the Nine Months Ended
September 30
2016
2015
$ 62,478
$ 26,565
Currency JPY Impact Currency JPY Impact Currency JPY Impact
For the Nine Months Ended
September 30
2016
$ 62,478
2016
$ 14,552
2015
$ 19,236
  • 43 -

b) Interest rate risk

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

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

September 30, September 30, December 31, December 31, September 30, September 30,
2016 2015 2015
Fair value interest rate risk
Financial assets $ 2,109,263 $ 2,636,746 $ 1,575,525
Financial liabilities 792,488 1,027,786 1,500,234
Cash flow interest rate risk
Financial assets 3,422,504 3,095,509 2,410,164
Financial liabilities 11,513,047 13,097,518 12,381,183

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 nine months ended September 30, 2016 and 2015 would increase/decrease by $43,091 thousand and $46,285 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 nine months ended September 30, 2016 and 2015 would have increased/decreased by $121,010 thousand and $109,834 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 a 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.

  • 44 -

Business related credit risk

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

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

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

As of September 30, 2016, December 31, 2015 and September 30, 2015, the Group’s ten largest customers accounted for 58%, 48% and 47% 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 September 30, 2016, December 31, 2015 and September 30, 2015, the Group had available unutilized overdraft and short-term bank loan facilities of approximately $2,760,056 thousand, $2,504,580 thousand and $2,375,728 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.

  • 45 -

September 30, 2016

On Demand or
Less than
1 Year
Non-derivative financial liabilities
Non-interest bearing
$ 3,757,137
Variable interest rate liabilities
5,043,097
Fixed interest rate liabilities

792,703

$ 9,592,937

December 31, 2015
On Demand or
Less than
1 Year
Non-derivative financial liabilities
Non-interest bearing
$ 3,258,187
Variable interest rate liabilities
5,458,910
Fixed interest rate liabilities

1,029,375

$ 9,746,472

September 30, 2015
On Demand or
Less than
1 Year
Non-derivative financial liabilities
Non-interest bearing
$ 3,160,160
Variable interest rate liabilities
2,768,864
Fixed interest rate liabilities

1,503,440

$ 7,432,464
1-3 Years
$ -

6,701,242

-

$ 6,701,242

1-3 Years
$ -

8,002,062

-

$ 8,002,062

1-3 Years
$ -

9,934,521

-

$ 9,934,521
3-5 Years
$ -

31,516

-

$ 31,516

3-5 Years
$ -

86,192

-

$ 86,192

3-5 Years
$ -

201,738

-

$ 201,738
5+ Years
$ -

-

-

$ -

5+ Years
$ -

-

-

$ -

5+ Years
$ -

-

-

$ -
Total
$ 3,757,137

11,775,855

792,703

$ 16,325,695
Total
$ 3,258,187

13,547,164

1,029,375

$ 17,834,726
Total
$ 3,160,160

12,905,123

1,503,440

$ 17,568,723

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.

  • 46 -

September 30, 2016

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 $
747,280
$ - $ -
$ -
$ -
Outflows 745,582 - - - -
December 31, 2015
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 $
360,937
$ - $ -
$ -
$ -
Outflows 361,654 - - - -
September 30, 2015
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 $
370,854
$ - $ -
$ -
$ -
Outflows 373,682 - - - -
  • e. Transfers of financial assets

According to the contract of discounted trade receivables, if the trade receivables are not paid at maturity, the bank has the right to request the Group to pay the unsettled balance. As the Group has not transferred the significant risks and rewards relating to these trade receivables, it continues to recognize the full carrying amount of the receivables and has recognized the cash received on the transfer as a secured borrowing. As of September 30, 2016, the carrying amount of the trade receivables that have been transferred but have not been derecognized amounted to $187,651 thousand. As the Group has not discounted trade receivables to a bank for cash proceeds, any liabilities haven’t been recognized.

34. TRANSACTIONS WITH RELATED PARTIES

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

  • 47 -

a. Operating revenues

Related Parties
Listed Account
Categories
Sales
Key management
personnel

Others
Associates

For the Three Months Ended
September 30
2016
2015
$ 2,047,062 $ 937,062
229
-

171

1,594

$ 2,047,462
$ 938,656
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2016
$ 2,047,062
229

171

$ 2,047,462



2016
$ 3,136,577

2,251

1,631

$ 3,140,459
2015
$ 1,994,512

1,447

2,616
$ 1,998,575

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
For the Three Months Ended
September 30
2016
2015
$ 548,789
$ -
For the Three Months Ended
September 30
2016
2015
$ 548,789
$ -
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
2016
$ 548,789
2016
$ 550,290
2015
$ 24,419

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. Receivables from related parties
September 30, September 30, December 31,
December 31,
September 30, September 30,
Line Items Related Parties Categories 2016 2015 2015
Receivables from Key management personnel $ 1,418,497 $
396,937

$
479,717
related parties, Associates
77 93 1,280
net Others
-
44
-
$ 1,418,574
$ 397,074
$ 480,997
Other receivables Associates
$ 155 $
327

$
277
The Group is its major
- 2,388 91
management authority
Others
114
32
-
$ 269
$ 2,747
$ 368

The outstanding trade receivables from related parties are unsecured. For the nine months ended September 30, 2016 and 2015, no impairment loss was recognized for trade receivables from related parties.

  • 48 -

d. Payables to related parties

September 30, September 30, December 31,
December 31,
September 30, September 30,
Line Items Related Parties Categories 2016 2015 2015
Payables to related
Key management personnel $ 549,183
$
15,574

$
-
parties
The Group is its major
45,662
11,557
51,649
management authority
$ 594,845
$ 27,131
$ 51,649
Other payables to Others
$ 4,825
$ -
$ 9,770
related parties
Associates
-
355
361
$ 4,825
$ 355
$ 10,131

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

  • e. Other transactions with related parties
Related Parties

Line Items
Categories
Manufacturing
expense
The Group is its
major
management
authority

Operating expense
Others

Key management
personnel

Associates



Software and pattern
revenue
The Group is its
major
management
authority

Associates
Key management
personnel


Rental revenue
Associates
For the Three Months Ended
September 30
2016
2015
$ 41,826
$ 59,213

$ 882
$ 5,550


-
-


-

450



$ 882
$ 6,000

$ -
$ 140

161
-


-

282


$ 161
$ 422


$ 1,141
$ 1,606
For the Three Months Ended
September 30
2016
2015
$ 41,826
$ 59,213

$ 882
$ 5,550


-
-


-

450



$ 882
$ 6,000

$ -
$ 140

161
-


-

282


$ 161
$ 422


$ 1,141
$ 1,606
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30









2016
$ 41,826

$ 882

-

-

$ 882

$ -

161

-

$ 161

$ 1,141












2016
$ 86,448

$ 11,765

2,430

303

$ 14,498

$ 1,951

558

4

$ 2,513

$ 3,672
2015
$ 180,166
$ 16,650
2,727

1,281
$ 20,658
$ 355
1,202

-
$ 1,557
$ 4,820

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.

  • 49 -

f. Compensation of key management personnel

Short-term benefits

Post-employment benefits
Share-based payments
Other long-term employee
benefits
For the Three Months Ended
September 30
For the Three Months Ended
September 30
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2016
2015


$ 96,791
$ 89,210
9,347
11,909
17,075
24,800

25

193
$ 123,238
$ 126,112
For the Nine Months Ended
September 30
2016
2015


$ 96,791
$ 89,210
9,347
11,909
17,075
24,800

25

193
$ 123,238
$ 126,112
For the Nine Months Ended
September 30
2016
2015


$ 96,791
$ 89,210
9,347
11,909
17,075
24,800

25

193
$ 123,238
$ 126,112


2016

$ 26,074

3,116
3,986

(107)

$ 33,069
2015

$ 25,885

3,969
9,076

18

$ 38,948
2016

$ 96,791

9,347
17,075

25

$ 123,238
2015
$ 89,210
11,909
24,800

193
$ 126,112

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

35. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

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

September 30,
2016
Property, plant and equipment, net
$ 11,576,074
Trade receivables
861,274
Pledge deposits (classified as other financial
assets - non-current)

138,861


$ 12,576,209
December 31,
2015
September 30,
2015
$ 12,527,602 $ 13,691,542

781,982
-

139,970

166,951

$ 13,449,554
$ 13,858,493

36. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of September 30, 2016 were as follows:

  • a. As of September 30, 2016, December 31 2015 and September 30, 2015, unused letters of credit amounted to approximately $42,734 thousand, $0 and $0 thousand, respectively.

  • b. Unrecognized commitments are as follows:

September 30, December 31,
September 30,
2016 2015 2015
Acquisition of property, plant and equipment $ 204,418
$ 339,954
$ 411,508
  • c. The Company entered into the Phase-change memory technology agreement with IBM Company in January 2010, and the agreement has been renewed in every three years. Under the agreement, both parties have to share the related expenditures of the technology development. The term of the second agreement is from January 2013 to January 2016. As of September 30, 2016, the Company has made all the payment for the second agreement. In addition, the Company entered into another Phase - change memory technology agreement with IBM Company in January 2016, and the term of the

  • 50 -

agreement is from January 2016 to January 2019. As of September 30, 2016, the unrecognized commitment is US$6,200 thousand.

37. 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:

September 30, 2016

Foreign
Exchange
Currencies
Rate
Financial assets
Monetary items
JPY
$ 5,211,069

0.3109

USD
105,057

31.36




Financial liabilities
Monetary items
JPY
2,343,022

0.3109

USD
38,648

31.36




December 31, 2015
Foreign
Exchange
Currencies
Rate
Financial assets
Monetary items
JPY
$ 1,841,746

0.2727

USD
80,628

32.825




Financial liabilities
Monetary items
JPY
678,724

0.2727

USD
44,712

32.825



Carrying
Amount
$ 1,620,121

3,294,588
$ 4,914,709
$ 728,446

1,212,001
$ 1,940,447
Carrying
Amount
$ 502,244

2,646,614
$ 3,148,858
$ 185,088

1,467,671
$ 1,652,759
  • 51 -

September 30, 2015

Foreign
Exchange
Currencies
Rate
Financial assets
Monetary items
JPY
$ 2,252,008

0.2739

USD
87,208

32.87




Financial liabilities
Monetary items
JPY
1,139,578

0.2739

USD
52,269

32.87



Carrying
Amount
$ 616,825

2,866,527
$ 3,483,352
$ 312,130

1,718,082
$ 2,030,212

For the three and the nine months ended September 30, 2016, realized and unrealized net foreign exchange loss were $37,675 thousand and $7,381 thousand, respectively. For the three and the nine months ended September 30, 2015, realized and unrealized net foreign exchange gains were $134,668 thousand and $102,295 thousand, respectively. It is impractical to disclose net foreign exchange losses by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the group entities.

38. SEPARATELY DISCLOSED ITEMS

Information on significant transactions and information on investees:

  • a. Financing provided to others: None

  • b. Endorsements/guarantees provided: None

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

  • d. Marketable securities acquired and disposed 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)

  • 52 -

  • 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

39. SEGMENT INFORMATION

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

Total

Other income
Other gains and losses
Finance costs
Share of loss of associates
Income (loss) before tax
(continuing operations)
Segment Net Operating Revenue
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2016
2015
2016
2015
$ 7,084,052 $ 5,644,713
$ 17,345,692 $ 15,312,101

7,617

2,487

13,434

16,602

$ 7,091,669
$ 5,647,200
$ 17,359,126
$ 15,328,703
Segment Net Operating Revenue
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2016
2015
2016
2015
$ 7,084,052 $ 5,644,713
$ 17,345,692 $ 15,312,101

7,617

2,487

13,434

16,602

$ 7,091,669
$ 5,647,200
$ 17,359,126
$ 15,328,703
Segment Net Operating Revenue
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2016
2015
2016
2015
$ 7,084,052 $ 5,644,713
$ 17,345,692 $ 15,312,101

7,617

2,487

13,434

16,602

$ 7,091,669
$ 5,647,200
$ 17,359,126
$ 15,328,703
Segment Loss from Operations and Net Loss Segment Loss from Operations and Net Loss Segment Loss from Operations and Net Loss Segment Loss from Operations and Net Loss
For the Three Months Ended
September 30
2016
2015
$ 7,084,052 $ 5,644,713

7,617

2,487

$ 7,091,669
$ 5,647,200
For the Three Months Ended
September 30
2016
2015
$ 712,674 $ (958,302 )

(36,848)

(91,541)

675,826
(1,049,843 )
64,432
76,014
(27,552 )
112,519
(73,946 )
(79,758 )

(3,820)

(4,907)

$ 634,940
$ (945,975)
For the Nine Months Ended
September 30


2016
$ 7,084,052

7,617

$ 7,091,669


2016
$ 17,345,692

13,434

$ 17,359,126



2016
$ 712,674

(36,848)

675,826
64,432
(27,552 )
(73,946 )

(3,820)

$ 634,940







2016
$ (797,169 )

(178,494)


(975,663 )

141,637

(3,462 )

(239,934 )

(12,198)

$ (1,089,620)
2015
$ (3,188,260 )

(280,380)

(3,468,640 )

1,100,975

86,888

(218,132 )

(18,028)
$ (2,516,937)
  • 53 -

b. Segment total assets and liabilities

September 30,
2016
Segment assets


Memory products and wafer fabrication
$ 35,233,223
IC design

139,670


Consolidated total assets
$ 35,372,893

Segment liabilities


Memory products and wafer fabrication
$ 17,776,476
IC design

19,851


Consolidated total liabilities
$ 17,796,327
December 31,
2015
September 30,
2015


$ 37,280,467 $ 38,253,696

347,195

553,454

$ 37,627,662
$ 38,807,150


$ 19,143,129 $ 18,546,367

55,693

42,964

$ 19,198,822
$ 18,589,331
  • 54 -

TABLE 1

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

MARKETABLE SECURITIES HELD SEPTEMBER 30, 2016

(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 September 30, 2016 September 30, 2016 Note
Shares/Units
(In Thousands)
Carrying
Amount
Percentage of
Ownership
Fair Value
(Note 3)
The Company
MXBVI
Hui Ying
Stock
Ardentec Corporation
United Industrial Gases Co., Ltd.
Aetas Technology Inc.
Zowie Technology Co., Ltd.
Quality Test System Inc.
Honbond Venture Capital Co., Ltd.
Stock
Chipbond Technology Corporation
Key ASIC Bhd
Tower Semiconductor Ltd.
Global Strategic Investment Fund (Cayman)
Global Strategic Investment Fund (Samoa)
Stock
Macronix International Co., Ltd.
Raio Technology Co., Ltd.
The Company serves as member of
its board of directors
None
None
None
None
None
None
None
None
None
None
The Company
None
Available-for-sale financial assets -
non-current
Financial assets measured at cost -
non-current
Financial assets measured at cost -
non-current
Financial assets measured at cost -
non-current
Financial assets measured at cost -
non-current
Financial assets measured at cost -
non-current
Available-for-sale financial assets -
non-current
Available-for-sale financial assets -
non-current
Available-for-sale financial assets -
non-current
Financial assets measured at cost -
non-current
Financial assets measured at cost -
non-current
Available-for-sale financial assets -
non-current
Financial assets measured at cost -
non-current
35,951,871
6,671,877
145,850
20,426
4,538,333
1,803,526
1,088,319
26,924,500
584,893
490,000
1,739,783
3,899,382
1,018,159
$ 859,250

58,500

-

-

-

-

49,954

22,459

278,435

-

33,869

16,338

-
7.40
3.06
0.29
0.18
14.64
15.00
0.17
3.23
0.65
2.52
4.90
0.11
10.33
$ 859,250
147,830
-
7
-
-
49,954
22,459
278,435
16,067
35,141
16,338
24,095
Note 1
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 September 30, 2016.

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.

  • 55 -

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 NINE MONTHS ENDED SEPTEMBER 30, 2016

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

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

Amount
% to
Total
Payment Terms Unit Price Payment
Term
Ending Balance % to
Total
The Company
MXHK
MXA
MegaChips Corporation
MXHK
MXA
MegaChips Corporation
The Company
The Company
Its subsidiary, Shun Ying Investment,
is represented in MXIC’s board of
directors
Indirect subsidiary
Subsidiary
Its subsidiary, Shun Ying Investment,
is represented in MXIC’s board of
directors
Indirect subsidiary
Subsidiary

Sales
Sales
Sales

Purchase
Purchase
Purchase
$ 3,136,577
2,639,544
595,441

550,290
US$ 81,595
US$ 18,408
18
15
3
16
100
100
30 days after monthly closing
45 days after monthly closing
Net 60 days
30 days after monthly closing
45 days after monthly closing
Net 60 days
Note 34
Note 34
Note 34
Note 34
No material
difference
No material
difference
Note 34
Note 34
Note 34
Note 34

No material
difference

No material
difference
$ 1,418,497
572,916
112,963
549,183

US$ 18,272

US$ 2,722
30
12
2
21
100
100
-
-
-
-
-
-
  • 56 -

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 SEPTEMBER 30, 2016

(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 **Actions Taken **
The Company MegaChips Corporation
MXHK
MXA
Its subsidiary, Shun Ying Investment,
is represented in MXIC’s board of
directors
Indirect subsidiary
Subsidiary
$ 1,418,497
572,916
112,963
4.61 times
6.44 Times
9.44 times
$ 1
-
-
-
-
-
JPY 4,186,007 thousand
US$ 11,209 thousand
US$ 1,894 thousand
$ -
-
-
  • 57 -

TABLE 4

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

INFORMATION ON INVESTEES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount As ofSeptember 30, 2016 As ofSeptember 30, 2016 As ofSeptember 30, 2016 Net Income (Loss)
of the Investee
(Note 3)
Share of Profits
(Loss)
Note
September 30,
2016
(Note 1)
December 31,
2015
(Note 1)
Shares % Carrying Amount
(Note 2)
The Company
MXBVI
Run Hong
Hui Ying
INFOMAX
Infomax Samoa
Mxtran
Mxtran Samoa
MXA
MXBVI
Hui Ying
Run Hong
INFOMAX
Mxtran
MoDioTek
NTTI
MXE
MPL
MXHK
MX Asia
INFOMAX
Mxtran
MoDioTek
MoDioTek
Infomax Samoa
Infomax HK
Mxtran Samoa
Mxtran HK
San Jose, California, U.S.A.
Tortola, British Virgin Islands
Taipei, Taiwan
Taipei, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
San Jose, California, U.S.A.
Belgium
Singapore
Hong Kong
Cayman Island
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Samoa
Hong Kong
Samoa
Hong Kong
Sales and marketing
Investment holding company
Investment
Investment
Baseband chip, analog baseband chip, and power management
chip
Combi-SIM IC and the related service
Wi-Fi video transmission IC and smart security systems
IC design
After-sales service
After-sales service
Sales and marketing
Investment holding company
Baseband chip, analog baseband chip, and power management
chip
Combi-SIM IC and the related service
Wi-Fi video transmission IC and smart security systems
Wi-Fi video transmission IC and smart security systems
Investment holding company
Investment holding company
Investment holding company
Investment holding company
$ 2,640
6,977,791
500,000
984,432
1,502,711
697,374
59,944
866,796
2,106
3,291
378,427
23,035
27,423
34,271
4,241
4,241
306,036
97,521
35,979
23,880
$ 2,640
6,977,791
500,000
984,432
1,502,711
697,374
59,944
858,641
2,106
3,291
378,427
23,035
27,423
34,271
4,241
4,241
292,997
97,521
35,979
23,880
100,000
212,048,000
-
-
150,271,240
69,627,323
5,994,371
26,350,000
999
174,000
89,700,000
700,000
2,742,506
3,393,200
403,245
403,245
9,870,000
23,352,500
1,170,000
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
$ 113,754
1,605,230
23,607
15,723
94,564
19,870
66
307,493
98,912
17,656
480,180
59,638
1,721
969
1
1
6,303
3,896
1,086
466
$ (38,859 )
32,187
60
(4,656 )
(139,355 )
(31,875 )
(52,728 )
(4,065 )
5,512
666
12,372
3,109
(139,355 )
(31,875 )
(52,728 )
(52,728 )
(15,809 )
(2,468 )
(14 )
(14 )
$ (38,858 )
32,187
60

(4,656 )

(135,523 )

(28,824 )

(10,748 )

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 unreviewed financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the exchange rate on September 30, 2016

Note 3: The foreign currency amount was based on unreviewed financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the average exchange rate for the nine months ended September 30, 2016.

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

  • 58 -

TABLE 5

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Counterparty Relationship
(Note 1)
Transaction Details
Financial Statement Accounts Amount Payment Terms % to Total Revenues or
Assets
MXIC MXHK 2 Sales $2,639,544 Note 2 15%
Notes receivable and trade receivables 572,916 2%
MXE 2 Operatingexpenses 95,045 1%
Otherpayables 30,170 -
MXA 1 Sales 595,441 Note 2 3%
Operatingexpenses 115,445 1%
Notes receivable and trade receivables 112,963 -
Otherpayables 58,087 -
Mxtran 1 Rental revenue 1,926 Note3 -
MX Asia 2 Operatingexpenses 78,665 1%
Otherpayables 22,592 -
INFOMAX 1 Rental revenue 3,744 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.

  • 59 -

TABLE 6

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

INFORMATION ON INVESTMENT IN MAINLAND CHINA FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital
(Note 3)
Method of
Investment
Accumulated
Outward Remittance
for Investment from
Taiwan as of
January 1, 2016
(Note 3)
Accumulated
Outward Remittance
for Investment from
Taiwan as of
January 1, 2016
(Note 3)
Remittance of Funds Remittance of Funds Accumulated
Outward Remittance
for Investment from
Taiwan as of
September 30, 2016
(Note 3)
Net Income (Loss) of
the Investee
% Ownership for
Direct or Indirect
Investment
(Note 4)
Investment
Gain (Loss)
(Note 5)
Carrying Amount as
of September 30, 2016
(Note 6)

Accumulated
Repatriation of
Investment Income as
of September 30, 2016
Outward
(Note 3)
Inward
MXm
Infomax SU
Maxtran Beijing
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
$ 8,637
(2,331 )
(13 )
100.00
99.02
94.84
$ 8,637
(2,308 )
(13 )
$ 346,724
3,184
8
$ -
-
-
Accumulated Outward Remittance for Investment in
Mainland China as of September 30, 2016
Investment Amounts Authorized by Investment
Commission, MOEA
Upper Limit on the Amounts of Investment Stipulated by
Investment Commission, MOEA
$ 402,010
(Note 3)
$ 402,010
(Note 3)
$ 10,544,322

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 unreviewed financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the average exchange rate for the nine months ended September 30, 2016.

Note 6: The foreign currency amount was based on unreviewed financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the exchange rate on September 30, 2016.

  • 60 -