Skip to main content

AI assistant

Sign in to chat with this filing

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

Macronix Interim / Quarterly Report 2017

Nov 14, 2017

52013_rns_2017-11-14_c27088a1-6986-44b5-b88d-393defc0ac4b.pdf

Interim / Quarterly Report

Open in viewer

Opens in your device viewer

Macronix International Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Nine Months Ended September 30, 2017 and 2016 and Independent Auditors’ Review Report

INDEPENDENT AUDITORS’ REVIEW REPORT

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

We have reviewed the accompanying consolidated balance sheets of Macronix International Co., Ltd. (the Company) and its subsidiaries (the Group) as of September 30, 2017 and 2016 and the related consolidated statements of comprehensive income for the three months ended September 30, 2017 and 2016 and for the nine months ended September 30, 2017 and 2016, as well as the consolidated statements of changes in equity and cash flows for the nine months ended September 30, 2017 and 2016. 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 that which is 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 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 13 to the accompanying consolidated financial statements, the financial statements of some insignificant subsidiaries included in the consolidated financial statements were not reviewed. As of September 30, 2017 and 2016, the combined total assets of these insignificant subsidiaries were respectively NT$3,382,436 thousand and NT$4,105,181 thousand, representing 8.18% and 11.61% of the corresponding consolidated total assets, and the combined total liabilities of these subsidiaries were respectively NT$279,780 thousand and NT$875,227 thousand, representing 1.42% and 4.92% of the corresponding consolidated total liabilities. For the three months ended September 30, 2017 and 2016, the combined comprehensive income of these subsidiaries respectively amounted to NT$272,695 thousand and NT$36,578 thousand, representing 12.06% and 4.46% of the corresponding consolidated total comprehensive income, and for the nine months ended September 2017 and 2016, the combined comprehensive income and loss of these subsidiaries respectively amounted to comprehensive income NT$486,885 thousand and comprehensive loss NT$146,318 thousand, representing 15.19% and 14.58% of the corresponding consolidated total comprehensive income and loss. As stated in Note 14 to the consolidated financial statements disclosed, we did not review the financial statements of investees accounted for by the equity-method as of and for the nine months ended September 30, 2017 and 2016. The carrying amounts of the related investments as of September 30, 2017 and 2016 were respectively NT$0 and NT$68 thousand; the share of comprehensive loss of such associates respectively were NT$0 and NT$3,820 thousand for the three months ended September 30, 2017 and 2016 and the share of comprehensive loss of these associates respectively were NT$0 and NT$12,198 thousand for the nine months ended September 30, 2017 and 2016. These amounts as well as the related financial information of the investee as disclosed in Note 39 to the accompanying consolidated 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 that which is discussed in the preceding paragraph, namely that the carrying amounts 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 any necessary adjustments as might have been made had we applied review procedures to 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 and issued into effect by the Financial Supervisory Commission of the Republic of China.

Deloitte & Touche Taipei, Taiwan Republic of China October 24, 2017

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 34)

Financial assets at fair value through profit or loss - current (Notes 7 and 34)
Notes receivable and trade receivables, net (Notes 11 and 34)
Receivables from related parties, net (Notes 34 and 35)
Other receivables (Notes 11, 34 and 35)
Inventories (Note 12)
Other current assets (Notes 17 and 19)

Total current assets

NON-CURRENT ASSETS
Available-for-sale financial assets - non-current (Notes 8 and 34)
Financial assets measured at cost - non-current (Notes 9 and 34)
Debt investments with no active market - non-current (Notes 10 and 34)
Investments accounted for using equity method (Note 14)
Property, plant and equipment (Notes 15 and 36)

Intangible assets (Note 16)
Deferred tax assets (Notes 4 and 28)
Other financial assets - non-current (Notes 18, 34 and 36)
Other non-current assets (Notes 17 and 19)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 20 and 34)

Financial liabilities at fair value through profit or loss - current (Notes 7 and 34)
Notes payable and trade payables (Notes 21 and 34)
Payables to related parties (Notes 34 and 35)
Accrued employees' compensation and remuneration of directors (Notes 27 and 34)
Payables for purchases of equipment (Note 34)
Other payables (Notes 22 and 34)
Other payables to related parties (Notes 34 and 35)
Current tax liabilities (Notes 4 and 28)
Provisions - current (Note 23)
Current portion of long-term borrowings (Notes 20, 34 and 36)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Notes 20, 34 and 36)
Net defined benefit liabilities (Notes 4 and 24)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Note 25)
Share capital
Ordinary shares

Share capital to be cancelled

Total share capital

Capital surplus

Retained earnings
Unappropriated earnings (accumulated deficit)

Other equity

Treasury shares

Equity attributable to shareholders of the parent

NON-CONTROLLING INTERESTS (Note 25)

Total equity

TOTAL
September 30, 2017
(Reviewed)
Amount
%
$ 6,882,717
17
-
-
4,177,782
10
2,120,721
5
171,145
-
9,388,935
23

171,653

-

22,912,953
55

1,603,436
4
91,181
-
27,306
-
-
-
15,490,334
38
50,197
-
996,677
3
168,762
-

19,695

-

18,447,588
45

$ 41,360,541
100

$ -
-
-
-
2,733,235
7
3,737,959
9
602,626
1
302,883
1
1,202,551
3
4,930
-
5,138
-
242,123
1
8,233,416
20

104,825

-

17,169,686
42

962,641
2
1,518,375
4

5,383

-


2,486,399

6

19,656,085
48

18,050,281
44

(897)

-

18,049,384
44


(225,848)

(1)


2,942,231

7


1,096,979

3


(159,061)

(1)

21,703,685
52

771

-

21,704,456
52

$ 41,360,541
100
December 31, 2016
(Audited)
Amount
%
$ 6,368,339
18

-
-

3,121,835
9

540,944
1

120,597
-

7,087,417
20

228,983

1

17,468,115
49


1,283,702
4

93,330
-

-
-

-
-
15,500,459
44

29,824
-

996,856
3

151,856
-

20,373

-

18,076,400
51

$ 35,544,515
100

$ 400,000
1

-
-

2,592,144
7

1,139,684
3

-
-

168,692
1

1,177,767
3

-
-

2,831
-

225,659
1

4,280,876
12

65,737

-

10,053,390
28


5,635,544
16

1,533,287
4

2,894

-


7,171,725
20

17,225,115
48

36,153,535
102

(7,654)

-

36,145,881
102


340,713

1

(18,651,070)
(53)


641,251

2


(159,061)

-

18,317,714
52

1,686

-

18,319,400
52

$ 35,544,515
100
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

-
-

123,838
-

959,261
3

4,825
-

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

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

(With Deloitte & Touche review report dated October 24, 2017)

  • 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 26 and 35)

OPERATING COSTS (Notes 12,
24, 27 and 35)

GROSS PROFIT
UNREALIZED GAIN ON
TRANSACTIONS WITH
ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes
24, 27 and 35)
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 27 and 35)
Other gains and losses (Note 27)
Finance costs (Note 27)
Share of loss of associates (Note
14)

Total non-operating income
and expenses

INCOME (LOSS) BEFORE
INCOME TAX FROM
CONTINUING OPERATIONS
INCOME TAX (EXPENSE)
BENEFIT (Notes 4 and 28)

NET INCOME (LOSS) FOR THE
PERIOD

OTHER COMPREHENSIVE
INCOME (LOSS)
Items that may be reclassified
subsequently to profit or loss:
Exchange differences on
translating foreign
operations (Note 25)
Unrealized gain on
available-for-sale financial
assets (Note 25)
Share of the other
comprehensive loss of
associates accounted for
using equity method (Note
25)

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
2017 2016 2017 2016


















Amount
%
$ 10,467,282
100

6,445,720

62

4,021,562
38

-

-


4,021,562

38


291,256
3
448,061
4

1,184,110

11


1,923,427

18


2,098,135

20


70,905
1

9,531
-
(50,578 )
(1 )

-

-


29,858

-


2,127,993
20

(4,954)

-


2,123,039

20

2,780
-
134,889
2

-

-


137,669

2

$ 2,260,708

22






















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
%
$ 23,640,244
100
15,587,608

66


8,052,636
34

-

-


8,052,636

34


804,100
3

1,112,902
5

3,038,620

13


4,955,622

21


3,097,014

13


129,555
1

(108,055 )
-

(164,406 )
(1 )

-

-


(142,906)

-


2,954,108
13

(12,331)

-


2,941,777

13


(60,121 )
-

323,790
1

-

-


263,669

1

$ 3,205,446

14






















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)
(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 29)

Basic

Diluted
For the Three Months En ded September 30 **For the Nine Months ** En ded September 30
2017 2016 2017 2016








Amount
%
$ 2,123,322
20

(283)

-

$ 2,123,039

20

$ 2,260,993
22

(285)

-

$ 2,260,708

22


$ 1.20

$ 1.18








Amount
%
$ 633,288
9

(556)

-

$ 632,732

9

$ 820,942
12

(618)

-

$ 820,324

12


$ 0.36

$ 0.36








Amount
%
$ 2,942,231
12

(454)

-

$ 2,941,777

12

$ 3,205,907
14

(461)

-

$ 3,205,446

14


$ 1.67

$ 1.63








Amount
%
$ (945,749 )
(5 )

(3,010)

-
$ (948,759)

(5)
$ (1,000,677 )
(6 )

(3,203)

-
$ (1,003,880)

(6)
$ (0.54)
$ (0.54)

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

(With Deloitte & Touche review report dated October 24, 2017)

(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, 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 shares for employees
Retirement of restricted shares for employees
Increase (decrease) in non-controlling interests

BALANCE AT SEPTEMBER 30, 2016

BALANCE AT JANUARY 1, 2017
Net income (loss) for the nine months ended September 30, 2017
Other comprehensive income (loss) for the nine months ended
September 30, 2017, net of income tax

Total comprehensive income (loss) for the nine months ended
September 30, 2017

Capital reduction to cover accumulated deficit
Issue of restricted shares to employees
Compensation cost of restricted shares for employees
Retirement of restricted shares for employees
Increase (decrease) in non-controlling interests

BALANCE AT SEPTEMBER 30, 2017
Equity Attributable toShareholders of the Parent Equity Attributable toShareholders of the Parent Equity Attributable toShareholders of the Parent Total
Non-controlling
Interests
$ 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

$ 18,317,714
$ 1,686

2,942,231
(454 )

263,676

(5)


3,205,907

(459)

-
-
-
-
179,717
-
-
-

347

(456)

$ 21,703,685
$ 771
Total Equity
$ 18,428,840

(948,759 )

(55,121)

(1,003,880)
151,420
-

186
$ 17,576,566
$ 18,319,400

2,941,777

263,671

3,205,448
-
-
179,717
-

(109)
$ 21,704,456
Unappropriated
ShareCapital
Earnings
Shares
(Thousands)
Ordinary Shares
Share Capital to
be Cancelled
Capital Surplus
(Accumulated
Deficit)
3,617,849
$ 36,178,489
$ (6,898 ) $ 54,936
$ (18,304,273 )
-
-
-
-
(945,749 )

-

-

-

-

-


-

-

-

-

(945,749)

-
-
-
327
-
(2,132 )
(21,321 )
3,265
18,056
-

-

-

-

3,051

-


3,615,717
$ 36,157,168
$ (3,633)
$ 76,370
$ (19,250,022)

3,615,354
$ 36,153,535
$ (7,654 ) $ 340,713
$ (18,651,070 )
-
-
-
-
2,942,231

-

-

-

-

-


-

-

-

-

2,942,231

(1,865,107 )
(18,651,070 )
-
-
18,651,070
57,475
574,756
-
(574,756 )
-
-
-
-
(12,335 )
-
(2,694 )
(26,940 )
6,757
20,183
-

-

-

-

347

-


1,805,028
$ 18,050,281
$ (897)
$ (225,848)
$ 2,942,231
Other Equity Employee
Unearned
Compensation
Treasury Shares
$ (263,407 ) $ (159,061 )
-
-

-

-


-

-

151,093
-
-
-

-

-

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

$ (306,958 ) $ (159,061 )
-
-

-

-


-

-

-
-
-
-
192,052
-
-
-

-

-

$ (114,906)
$ (159,061)











Exchange
Differences on
Unrealized
Translating
Gain from
Foreign
Operations
Available-for-sale
Financial Assets
$ 48,923
$ 871,368


-
-

(68,543)

13,615


(68,543)

13,615

-
-
-
-

-

-

$ (19,620)
$ 884,983

$ (8,565 ) $ 956,774

-
-

(60,114)

323,790


(60,114)

323,790

-
-
-
-
-
-
-
-

-

-

$ (68,679)
$ 1,280,564







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

(With Deloitte & Touche review report dated October 24, 2017)

  • 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
Income (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 intangible assets
Loss on disposal of investments
Impairment loss on non-financial assets
Unrealized gain on transactions with associates
Net loss on foreign currency exchange
Changes in operating assets and liabilities
Financial assets held for trading
Notes receivable and trade receivables

Receivables from related parties

Other receivables
Inventories

Other current assets
Financial liabilities held for trading
Notes payable and trade payables
Payables to related parties
Payables for employees' compensation and director's remuneration
Other payables
Other payables to related parties
Provisions
Other current liabilities
Net defined benefit liabilities

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

Net cash generated from operating activities
Nine Months Ended September 30 Nine Months Ended September 30 Nine Months Ended September 30






2017
$ 2,954,108

1,458,096
21,533
-
164,406
(18,150)
(86,724)
179,717
-
(9,768)
(8,333)
2,517
1,485
-
83,528
-
(1,090,404)
(1,600,850)
(50,322)
(2,301,518)
31,261
-
148,802
2,575,907
602,626
32,281
4,839
19,097
39,131

(14,912)

3,138,353
17,710
86,001
(166,824)

(9,845)


3,065,395
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
(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
Payments for debt investments with no active market

Disposal of subsidiaries
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
Disposal of intangible assets
Decrease in other financial assets
Decrease in other non-current assets

Net cash used in investing activities

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

Proceeds from long-term borrowings
Repayments of long-term borrowings

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

Net cash used in financing activities

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

NET INCREASE (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










2017
$ (26,916)
(3,892)
(1,341,577)
19,340
(1,610)
1,153
(48,062)
13,000
6,234

678

(1,381,652)

971,597
(1,371,597)
5,115,006
(5,835,965)
3,455
(887)
(99)

5,707

(1,112,783)


(56,582)

514,378

6,368,339

$ 6,882,717
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

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

(With Deloitte & Touche review report dated October 24, 2017)

(Concluded)

  • 8 -

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 (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 (ICs) 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 (TWSE) since March 15, 1995.

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

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were reported to the Company’s board of directors and issued on October 24, 2017.

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

  • a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the IFRSs) endorsed and issued into effect by the FSC

Except for the following, whenever applied, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC 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 should be applied retrospectively from January 1, 2017.

  • 9 -

  • 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 are accounted for differently, and the aforementioned amendment should be applied to those share-based payments granted in 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 should 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. (Refer to Note 40)

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

IAS 24 “Related Party Disclosures” 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 and IFRS 13, 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.

  • 10 -

  • 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” clarifies 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 should be applied prospectively to transactions that occur on or after January 1, 2017.

  • 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.

  • 7) Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers

The amendments include additions of several accounting items and requirements for disclosures of impairment of non-financial assets as a consequence of the IFRSs endorsed and issued into effect by the FSC. In addition, as a result of the post implementation review of IFRSs in Taiwan, the amendments also include emphasis on certain recognition and measurement considerations and add requirements for disclosures of related party transactions and goodwill.

  • 11 -

The amendments stipulate that other companies or institutions of which the chairman of the board of directors or president serves as the chairman of the board of directors or the president, or is the spouse or second immediate family of the chairman of the board of directors or president of the Group are deemed to have a substantive related party relationship, unless it can be demonstrated that no control, joint control, or significant influence exists. Furthermore, the amendments require the disclosure of the names of the related parties and the relationship with whom the Group has transaction. If the transaction or balance with a specific related party is 10% or more of the Group’s respective total transaction or balance, such transaction should be separately disclosed by the name of each related party.

When the amendments are applied retrospectively from January 1, 2017, the disclosures of related party transactions are enhanced. Refer to Note 35 for related disclosures.

  • b. The Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2018
New IFRSs
Annual Improvements to IFRSs 2014-2016 Cycle

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

Amendments to IFRS 4Applying 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”

IFRS 15 “Revenue from Contracts with Customers”

Amendments to IFRS 15 “Clarifications to IFRS15 Revenue from
Contracts with Customers”

Amendment to IAS 7 “Disclosure Initiative”

Amendments to IAS 12 “Recognition of Deferred Tax Assets for
Unrealized Losses”

Amendments to IAS 40 “Transfers of investment property”

IFRIC 22 “Foreign Currency Transactions and Advance
Consideration”
Effective Date
Announced by IASB (Note 1)
Note 2
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The amendment to IFRS 12 is retrospectively applied for annual periods beginning on or after January 1, 2017; the amendment to IAS 28 is retrospectively applied for annual periods beginning on or after January 1, 2018.

  • 1) Annual Improvements to IFRSs 2014-2016 Cycle

Several standards, including IFRS 12 “Disclosure of Interests in Other Entities” and IAS 28 “Investments in Associates and Joint Ventures,” were amended in this annual improvement.

The amendment to IFRS 12 clarified that when an entity’s interest in a subsidiary, a joint venture or an associate is classified as held for sale or is included in a disposal group that is classified as held for sale, the entity is not required to disclose summarized financial information of that subsidiary, joint venture or associate in accordance with IFRS 12. The Group will apply the aforementioned amendments retrospectively.

  • 12 -

  • 2) IFRS 9 “Financial Instruments” and related amendment

Recognition, measurement and impairment 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.

Based on an analysis of the Group’s financial assets as at September 30, 2017, on the basis of the facts and circumstances that exist at that date, the Group has performed a preliminary assessment of the impact of IFRS 9 to the classification and measurement of financial assets as follows:

  • a) Listed shares, emerging market shares, and unlisted shares classified as available-for-sale will be designated as at fair value through other comprehensive income and the fair value gains or losses accumulated in other equity will be transferred directly to retained earnings instead of being reclassified to profit or loss on disposal. Besides, unlisted shares measured at cost will be measured at fair value instead;

  • b) Debt investments classified as debt investments with no active market and measured at amortized cost will be classified as measured at amortized cost under IFRS 9 because on initial recognition, the contractual cash flows that are solely payments of principal and interest on the principal outstanding and these investments are held within a business model whose objective is to collect the contractual cash flows.

IFRS 9 requires impairment loss on financial assets to be recognized by using the “Expected Credit Losses Model”. The loss allowance is required for financial assets measured at amortized cost, investments in debt instruments 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

  • 13 -

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.

The Group has performed a preliminary assessment that the Group will apply the simplified approach to recognize lifetime expected credit losses for trade receivables, contract assets and lease receivables. In relation to the debt instrument investments and the financial guarantee contracts, the Group will assess whether there has been a significant increase in the credit risk to determine whether to recognize 12-month or lifetime expected credit losses. In general, the Group anticipates that the application of the expected credit loss model of IFRS 9 will result in earlier recognition of credit losses for financial assets.

The Group elects not to restate prior periods when applying the requirements for the recognition, measurement and impairment of financial assets under IFRS 9 with the cumulative effect of the initial application recognized at the date of initial application and will provide the disclosures related to the classification and the adjustment information upon initial application of IFRS 9. Furthermore, the Group will provide disclosures of the differences in amounts if the Group continues to apply the existing accounting treatments in 2018.

  • 3) 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, the Group recognizes 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.

IFRS 15 and related amendment require that when another party is involved in providing goods or services to a customer, the Group is a principal if it controls the specified good or service before that good or service is transferred to a customer. Since a specified good or service is a distinct good or service, the Group determines whether it is a principal or an agent for each specified good or service.

The Group is a principal if it obtains control of any one of the following:

  • a) The good or another asset that it then transfers to the customer.

  • b) The right to a service to be performed by other party, which gives the Group the ability to direct that party to provide the service to the customer on its behalf.

  • c) The good or service from the other party that it then combines with the other goods or services in providing the specified good or service to the customer.

  • 14 -

Indicators to support the Group’s assessment of whether it controls a specified good or service include, but are not limited to, the following:

  • a) The Group is primarily responsible for fulfilling the promise to provide the specified good or service.

  • b) The Group has inventory risk before or after the specified good or service is transferred to the customer.

  • c) The Group has discretion in establishing the price of the specified good or service.

For the sale with a right of return, the Group will recognize a refund liability (other liability) and a right to recover a product (other asset) when recognizing revenue. Currently, return provisions are recognized when recognizing revenue.

The Group elects to retrospectively apply IFRS 15 to contracts that are not complete on January 1, 2018 and recognize the cumulative effect of the change in the retained earnings on January 1, 2018.

In addition, the Group will disclose the difference between the amount that results from applying IFRS 15 and the amount that results from applying current standards for 2018.

  • 4) IFRIC 22 “Foreign Currency Transactions and Advance Consideration”

IAS 21 stipulated that a foreign currency transaction shall be recorded on initial recognition in the functional currency by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. IFRIC 22 further explains that the date of the transaction is the date on which an entity recognizes a non-monetary asset or non-monetary liability from payment or receipt of advance consideration. If there are multiple payments or receipts in advance, the entity shall determine the date of the transaction for each payment or receipt of advance consideration.

The Group will apply IFRIC 22 prospectively to all assets, expenses and income recognized on or after January 1, 2018, within the scope of the Interpretation.

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.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 9 “Prepayment Features with Negative
Compensation”

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

IFRS 16 “Leases”

IFRS 17 “Insurance Contracts”

Amendments to IAS 28 ”Long-term Interests in Associates and Joint
Ventures”

IFRIC 23 “Uncertainty Over Income Tax Treatments”
Effective Date
Announced by IASB (Note)
January 1, 2019
To be determined by IASB
January 1, 2019
January 1, 2021
January 1, 2019
January 1, 2019

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

  • 15 -

1) 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.

  • 2) IFRIC 23 “Uncertainty Over Income Tax Treatments”

IFRIC 23 clarifies that when there is uncertainty over income tax treatments, the Group should assume that the taxation authority will have full knowledge of all related information when making related examinations. If the Group concludes that it is probable that the taxation authority will accept an uncertain tax treatments, the Group should determine the taxable profit, tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatments used or planned to be used in its income tax filings. If it is not probable that the taxation authority will accept an uncertain tax treatment, the Group should make estimates using either the most likely amount or the expected value of the tax treatment, depending on which method the entity expects to better predict the resolution of the uncertainty. The Group has to reassess its judgments and estimates if facts and circumstances change.

On initial application, the Group shall apply IFRIC 23 either retrospectively to each prior reporting period presented, if this is possible without the use of hindsight, or retrospectively with the cumulative effect of the initial application of IFRIC 23 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 and issued into effect 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.

  • 16 -

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

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

  • 3) Level 3 inputs are unobservable inputs for the asset or liability.

  • c. Basis of consolidation

See Note 13 and Table 5 for the detailed information of subsidiaries (including the percentage of ownership and main business).

  • d. Other important accounting policies

Except for the following the accounting policies applied in these consolidated financial statements are consistent with those applied in the consolidated financial statements for the year ended December 31, 2016. For the summary of other significant accounting policies, please refer to the consolidated financial statements for the year ended December 31, 2016.

1) Retirement 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 same critical accounting judgments and key sources of estimates uncertainty have been followed in these consolidated financial statements as were applied in the preparation of the consolidated financial statements for the year ended December 31, 2016.

  • 17 -

6. CASH AND CASH EQUIVALENTS

7. September 30,
2017
December 31,
2016
September 30,
2016
Cash on hand
$ 121
$ 256
$ 321
Checking accounts and demand deposits
5,671,480

3,986,055

3,383,175
Cash equivalents


Time deposits

1,211,116

2,382,028

2,009,731


$ 6,882,717
$ 6,368,339
$ 5,393,227
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
September 30,
2017
December 31,
2016
September 30,
2016
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

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 JPY2,400,000/NTD747,280

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

  • 18 -

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Non-current



Domestic investments



Listed shares
$ 1,031,215
$
909,258
$ 909,204
Foreign investments
Listed shares

572,221
374,444
300,894

$ 1,603,436

$

1,283,702

$
1,210,098
FINANCIAL ASSETS MEASURED AT COST
September 30, December 31, September 30,
2017 2016 2016
Non-current



Domestic unlisted ordinary shares
$ 58,500



$ 58,500

$

58,500
Overseas unlisted ordinary shares
32,681


34,830
33,869

$ 91,181



$ 93,330

$

92,369
Classified according to financial asset
measurement categories
Available-for-sale financial assets $ 91,181

$ 93,330
$
92,369

9. FINANCIAL ASSETS MEASURED AT COST

Management believed that the fair value of the above unlisted equity investments held by the Group could not be reliably measured because the range of reasonable fair value estimates was so significant. Therefore, the fair values were measured at cost less impairment at the end of the reporting period.

10. DEBT INVESTMENTS WITH NO ACTIVE MARKET

September 30, December December 31, September 30,
2017 2016 2016
Non-current
Time deposits with original maturity exceeding 1
year $ 27,306 $ - $ -

As of September 30, 2017, the interest rate of time deposits with original maturities exceeding 1 year was 2.73%.

  • 19 -

11. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES

September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Notes receivable and trade receivables



Notes receivable $
-

$

542

$
-
Trade receivables 4,195,242
3,138,753
3,166,703
Less: Allowance for impairment loss (17,460)
(17,460)
(17,375)
$
4,177,782

$

3,121,835

$
3,149,328
Other receivables



Tax receivable $
126,765

$

112,369

$
133,799
Others 44,380
8,228
13,018
$
171,145

$

120,597

$
146,817

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 considers 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 assesses the potential customer’s credit quality and defines credit limits based on an internal credit scoring system.

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.

The aging of notes receivable and trade receivables was as follows:

September 30, December 31, September 30,
2017 2016 2016
Neither past due nor impaired
$ 4,106,221


$ 3,064,828

$ 3,089,650
Past due but not impaired
Within 60 days 63,470

42,064

54,060
61-120 days 5,372

11,855

5,618
Over 120 days
2,719

3,088

-

$ 4,177,782


$ 3,121,835

$ 3,149,328

The above aging schedule was based on the past due days from the end of the credit term.

As of September 30, 2017, the Group did not hold collateral for most of its receivables.

  • 20 -

The movements of the allowance for doubtful notes receivable and trade receivables were as follows:

Individually
Assessed for
Impairment
Assembly
Assessed for
Impairment
Balance at January 1, 2016
$ 271
$ -

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

(271)

-

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



Balance at January 1 and September 30, 2017
$ 17,460
$ -
Total
$ 271
17,375

(271)
$ 17,375
$ 17,460

The Group recognized impairment loss on trade receivables amounting to $16,812 thousand as of September 30, 2017. This amount mainly related to customers that were experiencing severe financial difficulties. The Group did not hold any collateral over these balances.

The carrying amount of trade receivables pledged as collateral for borrowings is disclosed in Note 36.

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.

12. INVENTORIES

September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Finished goods and merchandise
$ 1,030,956

$

950,104

$
1,133,819
Work in progress 7,795,312
5,781,372
5,302,464
Raw materials
562,667
355,941
324,494

$ 9,388,935

$

7,087,417

$
6,760,777

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

Reversal of inventory write-downs Three Months Ended
September 30
2017
2016
$ 37,912
$ 558,318
Nine Months Ended
September 30
Nine Months Ended
September 30
2017
$ 37,912
2017
$ 505,043
2016
$ 790,185
  • 21 -

13. SUBSIDIARIES

Subsidiary included in consolidated financial statements

As of September 30, 2017, the Company has direct and indirect majority ownership over the following subsidiaries: Run Hong Investment, Ltd. (Run Hong), Hui Ying Investment, Ltd. (Hui Ying), Mxtran Inc. (Mxtran), Macronix America Inc. (MXA), Macronix (BVI) Co., Ltd. (MXBVI), Mxtran Holding (Samoa) Co., Ltd. (Mxtran Samoa), Mxtran (H.K.) Holding Co., Limited (Mxtran HK), New Trend Technology Inc. (NTTI), Macronix (Asia) Limited (MX Asia), Macronix Pte. Ltd. (MPL), Macronix Europe NV. (MXE), Macronix (Hong Kong) Co., Limited (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 Communication
Co., Ltd (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 Technology Co.,
Ltd. (Maxtran Beijing)
Technical support of Combi-SIM IC
INFOMAX
Infomax Holding Co.,
Ltd. (Infomax Samoa)
Investment holding company
Infomax Samoa
Infomax Holding
Company Limited
(Infomax HK)
Investment holding company
Infomax HK
Infomax Communication
(Suzhou) Co., Ltd.
(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
% ofOwnership
September 30
2017
December 31,
2016
September 30
2016
100.00
100.00
100.00
100.00
100.00
100.00
94.84
94.84
94.84
Note 1
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
Note 2
100.00
100.00
Note 1
100.00
100.00
Note 1
100.00
100.00
Note 1
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00

Note 1: On March 22, 2017, INFOMAX’s liquidation was approved in its shareholders’ meeting. Since the Group had lost control over INFOMAX as well as the subsidiaries of INFOMAX, the Group no longer includes INFOMAX in its consolidated financial statements.

Note 2: The liquidation of Maxtran Beijing was completed in January 2017.

Except for MXHK, the subsidiaries included in the consolidated financial statements are immaterial, and their financial statements have not been reviewed.

  • 22 -

14. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in associates

September 30,
2017
December 31,
2016
September 30,
2016


Associates


Modiotek Co., Ltd. (Modiotek)
$ -

$ -

$ 68
% of Ownership
Name of Associate
Main Business
Principal Place of
Business
September 30,
2017
December 31,
2016
September 30,
2016
Modiotek
Wi-Fi audio and video
transmission devices, ICs
and smart security
systems
Hsinchu City
Note
23.39
23.39
September 30,
2017
December 31,
2016
September 30,
2016


Associates


Modiotek Co., Ltd. (Modiotek)
$ -

$ -

$ 68
% of Ownership
Name of Associate
Main Business
Principal Place of
Business
September 30,
2017
December 31,
2016
September 30,
2016
Modiotek
Wi-Fi audio and video
transmission devices, ICs
and smart security
systems
Hsinchu City
Note
23.39
23.39
September 30,
2017
December 31,
2016
September 30,
2016


Associates


Modiotek Co., Ltd. (Modiotek)
$ -

$ -

$ 68
% of Ownership
Name of Associate
Main Business
Principal Place of
Business
September 30,
2017
December 31,
2016
September 30,
2016
Modiotek
Wi-Fi audio and video
transmission devices, ICs
and smart security
systems
Hsinchu City
Note
23.39
23.39
September 30,
2017
December 31,
2016

Note
23.39
September 30,
2016
23.39

Note: In the May 26, 2017 shareholders’ meeting, the decision for the liquidation of Modiotek and the election of its liquidator were resolved. The Group has hence lost its significant influence over Modiotek and Modiotek’s subsidiaries.

The investments accounted for by using the 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.

15. 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 amounts at
September 30, 2017
Nine Months **Ended September ** 30, 2017





Balance,
Beginning of
Period
$ 1,307,700
24,387,886
82,761,938
5,971,627
24,990
41,540
1,148,741

385,626

116,030,048

400,705
19,477,378
75,819,885
3,665,960
23,119
34,366

1,108,176

100,529,589

$ 15,500,459
Additions
$ -

-

-
4,312

-

-

3,194

1,473,136

$ 1,480,642

$ -

271,386

1,032,342
128,431

971

3,776

21,190

$ 1,458,096
Disposals
$ -

1,214

417,954
52,303

2,650

478

28,291

-

$ 502,890

$ -

1,214

417,299
44,731

2,650

478

26,946

$ 493,318
Net Exchange
Differences
$ (43,788 )

(3,267 )

-
(374 )

(21 )

(867 )

(1,979 )

(24)

$ (50,320)

$ (24,726 )

(607 )

-
(319 )

(19 )

(751 )

(1,794)

$ (28,216)
Individual
Group Entity
Effects

$ -

-

-

(6,888 )

-

-

(2,000 )

-

$ (8,888)

$ -

-

-

(6,080 )

-

-

(1,813)

$ (7,893)
Reclassification
Balance, End of
Period
$ - $ 1,263,912

78,285
24,458,690

2,788,388
85,132,372
(2,552,893 )
3,363,481

900
23,219

-
40,195

28,444
1,148,109

(340,124)

1,518,614
$ -
116,948,592
$ -
375,979

-
19,746,943

1,777,310
78,212,238
(1,777,310 )
1,965,951

-
21,421

-
36,913

-

1,098,813
$ -
101,458,258
$ 15,490,334
  • 23 -
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
$ -

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

-

$ 205,909

$ -

11,324

167,169
4,503

5,152

-

17,314

$ 205,462
Net 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

The carrying amount of the freehold land in the U.S.A. which was unutilized by the Group as of September 30, 2017, December 31, 2016 and September 30, 2016 was US$9,579 thousand.

The above items of property, plant and equipment were depreciated on a straight-line basis over their 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 are set out in Note 36.

  • 24 -

16. INTANGIBLE ASSETS

Nine Months Ended September 30, 2017
Balance,
Beginning of
Period
Additions
Disposals
Net Exchange
Differences
Impairment
Loss
Balance, End
of Period
Cost
Software
$ 166,776
$ 35,062
$ 114,286
$ (203) $ -
$ 87,349
Licenses
10,739
-
5,994
-
-
4,745
Others

15,820

13,000

514

-

-

28,306

193,335
$ 48,062
$ 120,794
$ (203)
$ -

120,400
Accumulated amortization
and impairment
Software
142,034
$ 19,105
$ 114,286
$ (199) $ 1,331
47,985
Licenses
5,904
167
1,328
-
-
4,743
Others

15,573

2,261

513

-

154

17,475

163,511
$ 21,533
$ 116,127
$ (199)
$ 1,485

70,203
Carrying amounts at
September 30, 2017
$ 29,824
$ 50,197
Nine Months Ended September 30, 2016
Balance,
Beginning of
Period
Additions
Disposals
Net Exchange
Differences
Balance, End
of Period
Cost
Software
$ 309,702
$ 11,864
$ 137,166
$ (1,538) $ 182,862
Licenses
58,407
6,000
2,202
-
62,205
Others

18,691

413

3,349

(4)

15,751

386,800
$ 18,277
$ 142,717
$ (1,542)

260,818
Accumulated amortization and
impairment
Software
232,616
$ 51,018
$ 137,166
$ (1,425)
145,043
Licenses
31,926
13,754
2,202
-
43,478
Others

13,241

4,682

3,349

(4)

14,570

277,783
$ 69,454
$ 142,717
$ (1,429)

203,091
Carrying amounts at September 30,
2016
$ 109,017
$ 57,727
Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2017
Additions
Disposals
Net Exchange
Differences
Impairment
Loss
Balance, End
of Period
$ 35,062
$ 114,286
$ (203) $ -
$ 87,349
-
5,994
-
-
4,745

13,000

514

-

-

28,306
$ 48,062
$ 120,794
$ (203)
$ -

120,400
$ 19,105
$ 114,286
$ (199) $ 1,331
47,985
167
1,328
-
-
4,743

2,261

513

-

154

17,475
$ 21,533
$ 116,127
$ (199)
$ 1,485

70,203
$ 50,197
Nine Months Ended September 30, 2016







30,
Balance,
Beginning of
Period
$ 309,702

58,407

18,691


386,800

232,616

31,926

13,241


277,783

$ 109,017
Additions
$ 11,864

6,000

413

$ 18,277

$ 51,018

13,754

4,682

$ 69,454
Disposals
Net Exchange
Differences
Balance, End
of Period
$ 137,166
$ (1,538) $ 182,862
2,202
-
62,205

3,349

(4)

15,751
$ 142,717
$ (1,542)

260,818
$ 137,166
$ (1,425)
145,043
2,202
-
43,478

3,349

(4)

14,570
$ 142,717
$ (1,429)

203,091
$ 57,727

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

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

  • 25 -

17. PREPAYMENTS FOR LEASES

September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Current assets (included in other current assets) $

515


$


522


$

531
Non-current assets (included in other non-current
assets) 19,695

20,373

20,841
$
20,210


$

20,895


$
21,372

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

18. OTHER FINANCIAL ASSETS

September 30, December 31, September 30,
2017 2016 2016
Non-current




Restricted time deposits (Note 36)
$ 134,231


$ 138,861

$ 138,861
Refundable deposits 11,641

11,645

12,384
Long-term receivables
22,890

1,350

2,401

$ 168,762


$ 151,856

$ 153,646

19. OTHER ASSETS

September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Current



Prepayments $
168,415

$

197,561

$
198,832
Offset against business tax payable 2,723
30,900
31,448
Prepayments for leases 515
522
531
Others -
-
5,193
$
171,653

$

228,983

$
236,004
Non-current



Prepayments for leases $
19,695

$

20,373

$
20,841
  • 26 -

20. BORROWINGS

a.
b.
Short-term borrowings
September 30,
2017
December 31,
2016
September 30,
2016


Unsecured borrowings




Import loans
$ -
$ -
$ 246,453
Unsecured borrowings

-

400,000

800,000



$ -
$ 400,000
$ 1,046,453



Interest rate
-
1.55%
1.39%-1.91%
Long-term borrowings
September 30,
2017
December 31,
2016
September 30,
2016


Secured borrowings




Loans from financial institutions
$ 7,627,643 $ 8,611,118 $ 9,612,415


Unsecured borrowings






Loans from financial institutions

1,580,000

1,326,667

1,646,667

9,207,643
9,937,785
11,259,082
Less: Current portion

8,233,416
4,280,876
4,595,293
Less: Arrangement fees

11,586

21,365

22,243



Long-term borrowings
$ 962,641
$ 5,635,544
$ 6,641,546
Interest rate
1.48%-2.21%
1.52%-2.81%
1.52%-2.81%
Borrowing Type
Repayment Terms
September 30,
2017
December 31,
2016
September 30,
2016
Secured syndicated loan
denominated in NT$ From June 2015 to June
2018.
$ 5,320,376 $ 6,120,000 $ 6,885,000
Unsecured bank
borrowing
denominated in NT$ From March 2017 to
September 2018.
800,000
-
-
Secured bank borrowing
denominated in NT$ From December 2015 to
December 2017.
800,000
800,000
800,000
Secured bank borrowing
denominated in NT$ From September 2017 to
September 2022.
500,000
-
-
Unsecured bank
borrowing
denominated in NT$ From August 2017 to
February 2019.
350,000
-
-
Secured bank borrowing
denominated in NT$ From September 2015 to
September 2018.
335,000
470,000
515,000
Unsecured bank
borrowing
denominated in NT$ From March 2016 to
January 2018.
280,000
460,000
500,000
(Continued)
  • 27 -
September September 30, December 31, December 31, September 30, September 30,
Borrowing Type Repayment Terms 2017 2016 2016
Secured bank borrowing
From October 2013 to
$ 250,000 $ 400,000 $
450,000
denominated in NT$ October 2018.
Secured bank borrowing
From December 2013 to 208,153 330,425 370,752
denominated in NT$ December 2018.
Unsecured bank
From February 2017 to 150,000 - -
borrowing April 2018.
denominated in NT$
Secured bank borrowing
From January 2015 to 157,437 204,669 220,412
denominated in NT$ January 2020.
Secured bank borrowing
From March 2014 to 41,677 64,024 80,251
denominated in JPY March 2019.
Secured bank borrowing
From August 2015 to 15,000 42,000 51,000
denominated in NT$ February 2018.
Secured bank borrowing
Pay off in July 2017. - 80,000 110,000
denominated in NT$
Secured bank borrowing
Pay off in September - 100,000 130,000
denominated in NT$ 2017.
Unsecured bank
Pay off in September - 66,667 66,667
borrowing 2017.
denominated in NT$
Unsecured bank
Pay off in March 2017. - 800,000 1,000,000
borrowing
denominated in NT$
Unsecured bank
Pay off in December - - 80,000
borrowing 2016.
denominated in NT$
Less: Current portion 8,233,416 4,280,876 4,595,293
Less: Arrangement 11,586
21,365
22,243
fees
Total long-term borrowings
$ 962,641
$ 5,635,544
$ 6,641,546
(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, 2017.

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

In addition, the Group’s floating borrowing rate on the above borrowing is reset every one to three months.

The loan agreement requires the maintenance of a current ratio, debt ratio, and interest coverage ratio based on the Group’s semi-annual and annual consolidated financial statements. For the six months ended June 30, 2017, the Group met the financial ratio covenants.

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

  • 28 -

21. NOTES PAYABLE AND TRADE PAYABLES

September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Notes payable $
-

$

939

$
7
Trade payables 2,733,235
2,591,205
2,074,361
$
2,733,235

$

2,592,144

$
2,074,368

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

22. OTHER PAYABLES

September 30, September 30, September 30, December 31, December 31, December 31, September 30, September 30,
2017 2016 2016
Payable for maintenance and repair $
153,467

$

187,436

$
148,292
Payable for bonus 132,770
252,140
137,792
Payable for patent 126,317
40,326
51,891
Payable for insurance premium 71,755
63,138
69,447
Others 718,242
634,727
551,839
$ 1,202,551
$ 1,177,767
$ 959,261
PROVISIONS
September 30, December 31, September 30,
2017 2016 2016
Current



Employee benefits (a) $

57,865

$


88,652

$

84,664
Customer returns and rebates (b) 184,258
137,007
174,094
$
242,123

$

225,659

$
258,758
Customer
Employee Returns and
Benefits Rebates Total
Balance at January 1, 2017 $
88,652
$ 137,007
$ 225,659
Additional provisions recognized 49,903 282,982 332,885
Reversing un-usage balances/usage (80,410)
(232,545)
(312,955)
Net exchange differences (280)
(3,186)
(3,466)
Balance at September 30, 2017 $
57,865
$ 184,258
$ 242,123

23. PROVISIONS

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

  • 29 -

  • b. The provision of customer returns and rebates was based on historical experience, management’s judgment and other known reasons for why estimated product returns and rebates may occur in the period. The provision was recognized as a reduction of operating income in the period in which the related goods were sold.

24. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company, Mxtran 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 benefits expense in respect of the Group’s defined benefit retirement plans were respectively $5,616 thousand and $6,504 thousand for the three months ended September 30, 2017 and 2016 and $17,128 thousand and $19,511 thousand for the nine months ended September 30, 2017 and 2016, respectively, and were calculated using the respective annual, actuarially determined pension cost discount rate as of December 31, 2016 and 2015.

The Group maintains a separate executive pension plan and the net periodic pension costs were $2,849 thousand and $3,089 thousand for the three months ended September 30, 2017 and 2016, respectively, and $8,547 thousand and $9,266 thousand for the nine months ended September 30, 2017 and 2016, respectively.

25. EQUITY

  • a. Share capital

Ordinary shares

September 30,
2017

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

Share authorized
$ 65,500,000

Numbers of shares issued and fully paid (in
thousands)

1,805,028

Shares issued
$ 18,050,281
December 31,
2016
September 30,
2016


6,550,000

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

3,615,354

3,615,717
$ 36,153,535
$ 36,157,168

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

The Company resolved, in the May 26, 2017 shareholder’s meeting, a capital reduction for offsetting the accumulated deficit to improve the Company’s financial structure. The capital reduction will amount to $18,651,070 thousand, representing 1,865,107 thousand shares and approximately 51% of the Company’s original share capital. The reduction was approved by the FSC on June 26, 2017 and went into effect upon approval. Per the authority granted in the shareholders’ meeting, the chairman

  • 30 -

of the Company determined June 29, 2017 as the basis date of the capital reduction. After the reduction, the paid-in capital would be $18,058,953 thousand, equivalent to 1,805,895 thousand shares.

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.

  • b. Capital surplus
September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
May be used to offset a deficit, distributed as
cash dividends, or transferred to share
capital (1)

Issuance of ordinary shares

$

109,401

$

186,269

$
186,358
Donations
37
37
37
Treasury share transactions
6,422
6,422
6,422


$

115,860

$

192,728

$
192,817
May be used to offset a deficit only



Changes in percentage of ownership interests
in subsidiaries (2)
$
4,609
$ 4,262
$
4,302
Treasury share transactions
20,080
20,080
20,080


$


24,689

$

24,342

$

24,382

May not be used for any purpose






Employee restricted shares

$

(366,397)

$

123,643

$
(140,829)
  • 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 the 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 shareholders held their regular meeting on June 18, 2015 and, in that meeting, resolved amendments to the Company’s Articles of Incorporation (the Articles), particularly the amendment to the policy on dividend distribution. In accordance with the order No. 1040247800 issued by the Ministry of Economic Affairs, amendments to the Company’s Articles of Incorporation were approved by the meeting of shareholders on May 26, 2017.

  • 31 -

The Company’s Articles of Incorporation, amended on May 26, 2017 , state that, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside a legal reserve 10% of the remaining profit (until the amount of the legal reserve equals the amount of the Company’s paid-in capital), setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors after the amendment, refer to “Employees’ compensation and remuneration of directors” in Note 27 (f).

The Company is classified under the capital intensive industry. In accordance with the long-term financial program of the Company, the above shareholders’ dividends can be retained as undistributed earnings and then be distributed in future, as determined by the shareholders at the Annual General Meeting.

Distributions shall be prioritized to take the form of cash dividends. Nevertheless, it still depends on the Company’s financial, sales or operating conditions. 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 share dividends.

The appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset any 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 dividends are allowed a tax credit equal to their proportionate share of the income tax paid by the Company.

  • d. Other equity items

  • 1) Exchange differences on translating foreign operations

Balance at January 1

Exchange differences on translating foreign operations


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






2017
$ (8,565)


(60,114)



$ (68,679)

2016
$ 48,923
(68,543)
$ (19,620)
  • 2) Unrealized gain on available-for-sale financial assets
Balance at January 1

Unrealized gain on available-for-sale financial assets


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



2017
$ 956,774


323,790


$ 1,280,564
2016
$ 871,368

13,615
$ 884,983
  • 32 -

3) Employee unearned benefits

In the meetings of shareholders on June 18, 2014 and June 16, 2016, the shareholders approved a restricted share plan for employees. Refer to Note 30 for the information on restricted shares issued.

Balance at January 1

Share-based payment expenses recognized
Adjustments for charge 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 on translating foreign operations

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

Disposal of subsidiaries

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



2017
2016
$ (306,958)
$ (263,407)
179,717

151,420
12,335

(327)

$ (114,906)
$ (112,314)
For the Nine Months Ended
September 30






2017
$ 1,686
(454)
(5)
-


(456)
$ 771
2016
$ 8,763
(3,010)
(193)
(2,865)

-
$ 2,695

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, 2017
Hui Ying 1,918
$ 159,061 $ 92,651
December 31, 2016
Hui Ying 3,899 159,061 18,054
September 30, 2016
Hui Ying 3,899 159,061 16,338

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

The Company implemented a capital reduction on June 29, 2017, with 1,918 thousand treasury shares remaining after the reduction; refer to Note 25 (a).

  • 33 -

26. REVENUE

Revenue from the sale of goods

Royalty income and others

For the Three Months Ended
September 30
2017
2016
$ 10,464,882 $ 7,088,682

2,400

2,987

$ 10,467,282
$ 7,091,669
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2017
$ 10,464,882

2,400

$ 10,467,282


2017
$ 23,632,156

8,088

$ 23,640,244
2016
$ 17,350,382

8,744
$ 17,359,126

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

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

a. Other income

Dividend income

Interest income

Others


b. Other gains and losses
Net foreign exchange gains
(losses)
Gains (losses) on disposal of
investments
Net gain arising on financial
assets designated as at
FVTPL
Impairment losses

Others


For the Three Months Ended
September 30
2017
2016
$ 47,493 $ 48,839

5,018
4,072

18,394

11,521

$ 70,905
$ 64,432

For the Three Months Ended
September 30
2017
2016
$ 7,130
$ (37,675)
5,357
-
-
14,318

-
-

(2,956)

(4,195)


$ 9,531
$ (27,552)
For the Three Months Ended
September 30
2017
2016
$ 47,493 $ 48,839

5,018
4,072

18,394

11,521

$ 70,905
$ 64,432

For the Three Months Ended
September 30
2017
2016
$ 7,130
$ (37,675)
5,357
-
-
14,318

-
-

(2,956)

(4,195)


$ 9,531
$ (27,552)
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30



2017
2016
$ 86,724 $ 97,030

18,150
14,565

24,681

30,042
$ 129,555
$ 141,637
For the Nine Months Ended
September 30




2017
$ 7,130

5,357
-
-

(2,956)

$ 9,531


2017
$ (93,096)
(2,517)
-
(1,485)

(10,957)

$ (108,055)
2016
$ (7,381)

-
16,307

-

(12,388)
$ (3,462)
  • 34 -

c. Finance costs

Interest on loans

Other interest expenses
Less: Amounts included in
the cost of qualifying
assets
For the Three Months Ended
September 30
2017
2016
$ 50,630
$ 70,991

-
3,965

(52)

(1,010)

$ 50,578
$ 73,946
For the Three Months Ended
September 30
2017
2016
$ 50,630
$ 70,991

-
3,965

(52)

(1,010)

$ 50,578
$ 73,946
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2017
$ 50,630

-

(52)

$ 50,578


2017
$ 164,494

18

(106)

$ 164,406
2016
$ 238,007
3,987

(2,060)
$ 239,934

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 and administration
expenses
Research and development
expenses
For the Three Months Ended
September 30
2017
2016
$ 52
$ 1,010

0.90%
1.80%
For the Three Months Ended
September 30
2017
2016
$ 481,799 $ 489,206

6,620

21,281

$ 488,419
$ 510,487

$ 399,439 $ 387,320

82,360

101,886

$ 481,799
$ 489,206

$ 2,995 $ 11,839
24
149
2,498
1,821

1,103

7,472

$ 6,620
$ 21,281
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30

2017
2016
$ 106
$ 2,060
0.90%
1.33%
For the Nine Months Ended
September 30








2017
$ 481,799

6,620

$ 488,419

$ 399,439

82,360

$ 481,799

$ 2,995
24
2,498

1,103

$ 6,620










2017
$ 1,458,096

21,533

$ 1,479,629

$ 1,204,219

253,877

$ 1,458,096

$ 11,596

117

7,110

2,710

$ 21,533
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
  • 35 -

e. Employee benefits expense

Post-employment benefits
(Note 24)
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
2017
2016
$ 62,695 $ 60,848

8,465

9,593

71,160
70,441
54,557
34,676

1,934,549

1,320,084

$ 2,060,266
$ 1,425,201

$ 949,463 $ 634,003

1,110,803

791,198

$ 2,060,266
$ 1,425,201
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30






2017
$ 62,695

8,465

71,160
54,557

1,934,549

$ 2,060,266

$ 949,463

1,110,803

$ 2,060,266








2017
$ 181,484

25,675


207,159

179,717

4,825,369

$ 5,212,245

$ 2,394,906

2,817,339

$ 5,212,245
2016
$ 184,120

28,777

212,897

151,420

4,043,308
$ 4,407,625
$ 1,942,573

2,465,052
$ 4,407,625

f. Employees’ compensation and remuneration of directors

In compliance with the Company Act as amended in May 2015 and the amended Articles of Incorporation of the Company approved by the shareholders in their meeting on May 26, 2017, the Company accrued employees’ compensation and remuneration of directors at the rates of 15% and no higher than 2%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. Due to the net loss for the nine months ended September 30, 2016, there was no accrual for compensation of employees and remuneration of directors. For the three months ended September 30, 2017 and 2016, and the nine months ended September 30, 2017 and 2016, the employees’ estimated compensation and the remuneration of directors were as follows:

Amount

Employees’ compensation

Remuneration of directors
For the Three Months Ended
September 30
2017
2016
$ 383,733
$ -

$ 51,165
$ -
For the Three Months Ended
September 30
2017
2016
$ 383,733
$ -

$ 51,165
$ -
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30

2017
$ 383,733

$ 51,165

2017
$ 531,729

$ 70,897
2016
$ -
$ -

If there is a change in the amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in the accounting estimate.

Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2017 and 2016 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • 36 -

28. INCOME TAXES RELATING TO CONTINUING OPERATIONS

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

For the Three Months Ended
September 30
2017
2016
Current tax

In respect of the current
period
$ 4,926
$ 2,382

Adjustments for prior periods
-
(291)
Deferred tax
In respect of the current
period

28

117

Income tax expense (benefit)
recognized in profit or loss
$ 4,954
$ 2,208

b. Integrated income tax
September 30,
2017
Unappropriated earnings accumulated deficit
Generated before January 1, 1998
$ -
Generated on and after January 1, 1998

2,942,231



$ 2,942,231



Shareholder - imputation credit accounts
$ 490,062
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2017
2016
$ 12,151
$ 6,613

-
(145,300)

180

(2,174)
$ 12,331
$ (140,861)
December 31,
2016
September 30,
2016
$ - $ -
(18,651,070)
(19,250,022)

$ (18,651,070)
$ (19,250,022)

$ 473,568
$ 473,568

No tax creditable ratios were calculated for accumulated deficit as of December 31, 2016.

c. Income tax assessments

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

29. EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share
Diluted earnings (loss) per share
For the Three Months Ended
September 30
For the Three Months Ended
September 30
For the Three Months Ended
September 30
Unit: NT$ Per Share
For the Nine Months Ended
September 30
2017
2016
$ 1.67
$ (0.54)
$ 1.63
$ (0.54)
Unit: NT$ Per Share
For the Nine Months Ended
September 30
2017
2016
$ 1.67
$ (0.54)
$ 1.63
$ (0.54)
Unit: NT$ Per Share
For the Nine Months Ended
September 30
2017
2016
$ 1.67
$ (0.54)
$ 1.63
$ (0.54)

2017
$ 1.20

$ 1.18
2016
$ 0.36
$ 0.36
2017
$ 1.67

$ 1.63
2016
$ (0.54)
$ (0.54)
  • 37 -

The weighted average number of shares outstanding used for the earnings per share computation was adjusted retroactively for the capital reduction implemented to offset accumulated deficits on June 29, 2017. The basic and diluted earnings per share adjusted retrospectively for the three months ended September 30, 2016, and the nine months ended September 30, 2016 were as follows:

Basic loss per share
Diluted loss per share
Before Retrospective
Adjustment
2016
For the Three
Months Ended
September 30
For the Nine
Months Ended
September 30

$ 0.18
$ (0.27)
$ 0.18
$ (0.27)
Unit: NT$ Per Share
After Retrospective
Adjustment
2016
For the Three
Months Ended
September 30
For the Nine
Months Ended
September 30
$ 0.36
$ (0.54)
$ 0.36
$ (0.54)

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
2017
2016
$ 2,123,322
$ 633,288
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
2017
$ 2,123,322
2017
$ 2,942,231
2016
$ (945,749)

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
2017
2016

1,766,129

1,750,963


1,801,656

1,762,374
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30

2017

1,766,129


1,801,656

2017

1,762,671


1,799,778
2016

1,746,543

1,746,543

As disclosed in Note 30 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.

  • 38 -

30. 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 2,344 thousand units of employee share options. For each share option, the holder may subscribe for one new share of ordinary shares 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 is as follows:

Balance at January 1
Options cancelled
Balance at September 30
For the Nine Months Ended September 30
2017
Number of
Options
(In
Thousands)
Weighted-
average
Exercise Price
(NT$)
688
$ 10.00

(688)
-

-
10.00
2016
Number of
Options
(In
Thousands)
Weighted-
average
Exercise Price
(NT$)
1,181
$ 10.00

(493)
-

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
Expected dividend yield -
Risk-free interest rate 1.11%

For both the three months ended September 30, 2017 and 2016 as well as both the nine months ended September 30, 2017 and 2016, the compensation costs recognized were $0. As of September 30, 2016, the estimated percentage of forfeiture due to the termination of employment over the remaining vesting period was 52.76%.

INFOMAX

Approved by the board of directors of INFOMAX on January 26, 2011, INFOMAX was authorized to issue 1,346 thousand units of employee share options. For each share option, the holder may subscribe for one new share of ordinary shares of INFOMAX. The options are for the earlier of six years to the grant date or two months to the date of application for share listing on the TWSE 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 a 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. The subscription ratio for each share option is 0.3 ordinary shares and the exercise price is subject to adjustments for any change of capital structure.

  • 39 -

Information on employee share options is as follows:

Balance at January 1
Options cancelled
Balance at September 30
For the Nine Months Ended September 30
2017
Number of
Options
(In
Thousands)
Weighted-
average
Exercise Price
(NT$)
-
$ -

-
-

-
-
2016
Number of
Options
(In
Thousands)
Weighted-
average
Exercise Price
(NT$)
5,121
$ 31.87
(4,742)
-

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
Expected dividend yield -
Risk-free interest rate 0.91%

For the three months ended September 30, 2016 and the nine months ended September 30, 2016, the compensation costs weren’t recognized because they were minute. As of September 30, 2016, the estimated percentage of forfeiture due to the termination of employment over the remaining vesting period was 3%.

  • b. Restricted share plan for employees

Information on share plan for employees were as below:

Board of
Directors
Approved 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
58,971
2016/10/25 2017/01/03
57,476
4.73

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.

  • 40 -

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 a share trust.

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

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

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

Information on restricted share plan for employees was as follows:


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



2017
103,593
(21,783)

(3,513)
(42,737)


35,560
2016
81,407
(34,174)
(1,806)

-

45,427
  • Note 1: The forfeited shares for the nine months ended September 30, 2017 consisted of 89 thousand shares that are not yet cancelled, 1,929 thousand shares already cancelled, and 1,495 thousand shares representing the difference between granted and issued shares as of October 25, 2016.

  • 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: Based on the capital reduction ratio as of June 29, 2017, 42,737 thousand shares were cancelled.

For the three months ended September 30, 2017 and 2016, the compensation costs recognized were $54,557 thousand and $34,676 thousand, respectively. For the nine months ended September 30, 2017 and 2016, the compensation costs recognized were $179,717 thousand and $151,420 thousand, respectively.

  • 41 -

31. DISPOSAL OF SUBSIDIARIES

On March 22, 2017, INFOMAX filed for liquidation per the resolution reached in its shareholders’ meeting; therefore, the Group has no control over INFOMAX as well as the subsidiaries of INFOMAX.

  • a. Analysis of assets and liabilities on the date of losing control
March 22, March 22,
2017
Current assets
Cash and cash equivalents $
3,892
Other receivables 365
Others 26,792
Non-current assets
Property, plant and equipment 995
Current liabilities
Other payables (822)
Net assets disposed of $ 31,222
Loss on disposal of subsidiaries
Nine Months
Ended
September 30,
2017
Fair value of interest retained $ 22,889
Net assets disposed of (31,222)
Non-controlling interests 459
Loss on disposal $ (7,874)
  • b. Loss on disposal of subsidiaries

32. OPERATING LEASE ARRANGEMENTS

  • a. The Group as lessee

Operating leases relate to leases of land, offices, employee dormitories and office equipment with lease terms between 1 and 50 years. The Group does not have a bargain purchase options 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,
2017 2016 2016
Not later than 1 year $ 84,780
$ 90,998
$ 89,346
1 - 5 years 306,160
317,109
327,949
Later than 5 years 774,551
850,651
902,562
$
1,165,491

$

1,258,758

$
1,319,857
  • 42 -

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

Minimum lease payments
For the Three Months Ended
September 30
2017
2016


$ 29,315
$ 30,333
For the Three Months Ended
September 30
2017
2016


$ 29,315
$ 30,333
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
2017

$ 29,315

2017

$ 97,664
2016
$ 100,441

b. The Group as lessor

Operating leases relate to the sole 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 lessees do not have bargain purchase options to acquire the property at the expiration of the lease periods.

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

September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Not later than 1 year $
563

$

1,219

$

1,823
1 - 5 years 726

580

667
$

1,289


$


1,799


$

2,490

33. 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.

34. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments 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.

  • 43 -

  • b. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

September 30, 2017

Available-for-sale financial assets
Securities listed in ROC

Securities listed in other
countries


December 31, 2016
Available-for-sale financial assets
Securities listed in ROC

Securities listed in other
countries


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
$ 1,031,215


572,221

$ 1,603,436

Level 1
$ 909,258


374,444

$ 1,283,702

Level 1
$ -

$ 909,204


300,894

$ 1,210,098

$ -
Level 2
$ -


-

$ -

Level 2
$ -


-

$ -

Level 2
$ 2,180

$ -


-

$ -

$ 482
Level 3
$ -


-

$ -

Level 3
$ -


-

$ -

Level 3
$ -

$ -


-

$ -

$ -
Total
$ 1,031,215

572,221

$ 1,603,436

Total
$ 909,258

374,444

$ 1,283,702

Total
$ 2,180

$ 909,204

300,894

$ 1,210,098

$ 482

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

  • 2) Valuation techniques and inputs applied for Level 2 fair value measurement
Financial Instruments
Derivatives - foreign exchange
forward contracts
Valuation Techniques and Inputs
Future cash flows are estimated based on observable forward
exchange rates at the end of the reporting period and
contract forward rates.
  • 44 -

c. Categories of financial instruments

September 30, December 31, September 30, September 30,
2017 2016 2016
Financial assets
Fair value through profit or loss (FVTPL)



Held for trading $ - $ - $ 2,180
Loans and receivables (i) 13,548,433
10,303,571
10,261,592
Available-for-sale financial assets (ii) 1,694,617

1,377,032


1,302,467
Financial liabilities





Fair value through profit or loss (FVTPL)



Held for trading - - 482
Measured at amortized cost (iii) 17,177,615
15,394,707
16,040,429
  • i) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt investments with no active market, notes receivable and trade receivables (including receivables from related parties), other receivables and other financial assets.

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

  • iii) The balances included financial liabilities measured at amortized cost, which comprise short-term loans, notes payable and trade payables (including payables to related parties), other payables (including other payables to related parties), payables for purchases 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 foreign exchange forward contracts.

  • 45 -

Sensitivity analysis

The Group was mainly exposed to the USD and JPY.

The sensitivity analysis of rate is for the transactions in currencies other than the entity’s functional currency (i.e. 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 the New Taiwan dollar (i.e. the functional currency) against the USD and JPY, respectively. The sensitivity rates used are 3% and 10% when reporting foreign currency risk internally to key management personnel.

Pre-tax profit decrease
(increase)
USD Impact
For the Nine Months Ended
September 30
2017
2016
$ 71,190
$ 62,478
USD Impact
For the Nine Months Ended
September 30
2017
2016
$ 71,190
$ 62,478
JPY Impact JPY Impact JPY Impact
For the Nine Months Ended
September 30
2017
$ 71,190
2017
$ 113,504
2016
$ 14,552

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,
2017 2016 2016
Fair value interest rate risk
Financial assets $ 1,331,766 $ 2,483,341 $ 2,109,263
Financial liabilities - 400,000 792,488
Cash flow interest rate risk
Financial assets 5,712,366 4,023,604 3,422,504
Financial liabilities 9,207,643 9,937,785 11,513,047

Sensitive analysis

The sensitivity analysis of interest is performed 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 profit for the nine months ended September 30, 2017 and 2016 would decrease/increase by $34,529 thousand and $43,091 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.

  • 46 -

Sensitive analysis

A sensitivity analysis of equity prices is performed 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, 2017 and 2016 would have increased/decreased by $160,344 thousand and $121,010 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.

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, such as financial condition, external and internal credit scoring, historical experience, and economic conditions, which may affect the customer’s paying ability. 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 evaluations are performed on the financial condition of trade receivables and, where appropriate, credit guarantee insurance cover is purchased.

As of September 30, 2017, December 31, 2016 and September 30, 2016, the Group’s ten largest customers accounted for 63%, 48% and 58% of its total trade receivables (including receivables from related parties), respectively. The Group believes that the concentration of credit risk is 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, 2017, December 31, 2016 and September 30, 2016, the Group had available unutilized overdraft and short-term bank loan facilities of approximately $3,960,916 thousand, $3,097,404 thousand and $2,760,056 thousand, respectively.

  • 47 -

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

The Group’s remaining contractual maturity for its non-derivative financial liabilities had been drawn up based on the undiscounted cash flows (included principal and interest) of financial liabilities from the earliest date on which the Group can be required to pay. 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.

September 30, 2017

On Demand or
Less than
1 Year
Non-derivative financial liabilities
Non-interest bearing
$ 8,584,184
Variable interest rate liabilities
8,365,848
Fixed interest rate liabilities

-

$ 16,950,032

December 31, 2016
On Demand or
Less than
1 Year
Non-derivative financial liabilities
Non-interest bearing
$ 5,078,287
Variable interest rate liabilities
4,472,702
Fixed interest rate liabilities

400,034

$ 9,951,023

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
1-3 Years
$ -

726,929

-

$ 726,929

1-3 Years
$ -

5,679,701

-

$ 5,679,701

1-3 Years
$ -

6,701,242

-

$ 6,701,242
3-5 Years
$ -

251,494

-

$ 251,494

3-5 Years
$ -

15,744

-

$ 15,744

3-5 Years
$ -

31,516

-

$ 31,516
5+ Years
$ -

-

-

$ -

5+ Years
$ -

-

-

$ -

5+ Years
$ -

-

-

$ -
Total
$ 8,584,184

9,344,271

-
$ 17,928,455
Total
$ 5,078,287

10,168,147

400,034

$ 15,646,468
Total
$ 3,757,137

11,775,855

792,703

$ 16,325,695

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 were to differ from those estimates of interest rates determined at the end of the reporting period.

  • 48 -

  • b) 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.

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 - - - -

35. 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. Besides information disclosed elsewhere in the other notes, details of transactions between the Group and other related parties are disclosed below.

  • a. Related parties and their relationships associated with the Company:
Related Parties Relationship with the Company
Associates (Note)
Key management personnel
The Group is its major management
authority
Others
Others
Modiotek Co., Ltd. (Modiotek)

MegaChips Corporation (MegaChips)

Ardentec Corporation (Ardentec)

TM Technology, Inc. (TMTECH)

Macronix Education Foundation (MXIC Education)

Note: In the May 26, 2017 shareholders’ meeting, the decision for the liquidation of Modiotek and the election of its liquidator were resolved. The Group has hence lost its significant influence over Modiotek and Modiotek’s subsidiaries.

  • b. Operating revenues
Related Parties
Listed Account
Categories/Name
Sales
Key management
personnel

MegaChips

Others
Associates

For the Three Months Ended
September 30
2017
2016

$ 3,464,769 $ 2,047,062
270
229

-

171

$ 3,465,039
$ 2,047,462
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30




2017
$ 3,464,769
270

-

$ 3,465,039




2017
$ 6,075,619

683

41

$ 6,076,343
2016
$ 3,136,577

2,251

1,631
$ 3,140,459
  • 49 -

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

  • c. Purchases
Related Parties
Categories/Name
Key management personnel

MegaChips
For the Three Months Ended
September 30
2017
2016

$ 1,599,192
$ 548,789
For the Three Months Ended
September 30
2017
2016

$ 1,599,192
$ 548,789
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30

2017
$ 1,599,192
2017
$ 4,137,289
2016
$ 550,290

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

  • d. Trade receivables from related parties
Related Parties September September 30, December 31,
December 31,
September 30, September 30,
Line Items Categories/Name 2017 2016 2016
Receivables from Key management personnel

related parties, MegaChips $ 2,120,721 $ 540,738 $ 1,418,497
net Associates - 21 77
Others -
185
-
$ 2,120,721
$ 540,944
$ 1,418,574
Other receivables Associates
Modiotek $ - $ 303 $ 155
Others
MXIC Education -
97
114
$ -
$ 400
$ 269

The outstanding trade receivables from related parties are unsecured. For the nine months ended September 30, 2017 and 2016, no impairment loss was recognized for trade receivables from related parties.

  • e. Payables to related parties
Related Parties September 30, December 31,
September 30, September 30,
Line Items Categories/Name 2017 2016 2016
Payables to related Key management personnel
parties MegaChips $ 3,668,300 $ 1,082,381 $
549,183
The Group is its major
69,659

57,303
45,662
management authority
$ 3,737,959
$ 1,139,684
$
594,845
(Continued)
  • 50 -
Related Parties September 30, September 30, December 31,
September 30, September 30,
Line Items Categories/Name 2017 2016 2016
Other payables to Others
related parties MXIC Education $ 4,930
$ -
$
4,825
(Concluded)

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

  • f. Other transactions with related parties
Related Parties

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

Ardentec


Operating expense
Others

MXIC Education
Key management
personnel

MegaChips

Associates



Software and pattern Associates
revenue
Modiotek

The Group is its
major
management
authority
Ardentec

Key management
personnel


Rental revenue
Associates
Modiotek
For the Three Months Ended
September 30

2017
2016


$ 65,903
$ 41,826




$ 2,750
$ 882



-
-

-

-


$ 2,750
$ 882


$ -
$ 161



-
-


-

-


$ -
$ 161



$ -
$ 1,141
For the Three Months Ended
September 30

2017
2016


$ 65,903
$ 41,826




$ 2,750
$ 882



-
-

-

-


$ 2,750
$ 882


$ -
$ 161



-
-


-

-


$ -
$ 161



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















2017
$ 65,903


$ 2,750

-

-

$ 2,750

$ -

-

-

$ -

$ -














2017
$ 183,166


$ 8,250


-


1


$ 8,251

$ 330

-

-

$ 330

$ 963
2016
$ 86,448
$ 11,765
2,430

303
$ 14,498
$ 558
1,951

4
$ 2,513
$ 3,672

The manufacturing 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.

  • 51 -

g. 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
2017
2016


$ 260,901
$ 96,791
8,551
9,347
23,219
17,075

62

25
$ 292,733
$ 123,238
For the Nine Months Ended
September 30
2017
2016


$ 260,901
$ 96,791
8,551
9,347
23,219
17,075

62

25
$ 292,733
$ 123,238
For the Nine Months Ended
September 30
2017
2016


$ 260,901
$ 96,791
8,551
9,347
23,219
17,075

62

25
$ 292,733
$ 123,238


2017

$ 145,512

2,849
7,170
129

$ 155,660
2016

$ 26,074

3,116
3,986

(107)

$ 33,069
2017

$ 260,901

8,551
23,219

62

$ 292,733
2016
$ 96,791
9,347
17,075

25
$ 123,238

The remuneration of key executives was determined by the remuneration committee based on the performance of individuals and market trends.

36. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

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

September 30,
2017

Property, plant and equipment, net
$ 10,581,438
Trade receivables
1,192,172
Pledge deposits (classified as other financial
assets - non-current)

134,231


$ 11,907,841
December 31,
2016
September 30,
2016
$ 11,226,873 $ 11,576,074

729,891
861,274

138,861

138,861

$ 12,095,625
$ 12,576,209

37. 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, 2017 were as follows:

  • a. As of September 30, 2017, December 31, 2016 and September 30, 2016, unused letters of credit amounted to approximately $117,377 thousand, $0 and $42,734 thousand, respectively.

  • b. Unrecognized commitments are as follows:

September 30, December 31,
December 31,
September 30, September 30,
2017 2016 2016
Acquisition of property, plant and equipment $ 1,724,568
$ 686,864
$ 204,418
  • c. The Group entered into a phase-change memory technology development agreement with IBM in January 2010, and the agreement is renewed every three years. Under the agreement, both parties share the related expenditures of the technology development. The term of the second agreement was from January 2013 to January 2016. The Group made all the payment for the second agreement. In addition, the Group entered into another phase-change memory technology agreement with IBM in January 2016, and the term of the agreement is from January 2016 to January 2019. As of September 30, 2017, the unrecognized commitment was US$3,200 thousand.

  • 52 -

38. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group entities’ significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:

September 30, 2017

Foreign
Exchange
Currencies
Rate
Financial assets
Monetary items
JPY
$ 18,789,509
0.2691
USD
121,849
30.26



Financial liabilities
Monetary items
JPY
14,571,594
0.2691
USD
43,429
30.26



December 31, 2016
Foreign
Exchange
Currencies
Rate
Financial assets
Monetary items
JPY
$ 6,847,403

0.2756

USD
81,540

32.25




Financial liabilities
Monetary items
JPY
4,504,143

0.2756

USD
33,586

32.25



Carrying
Amount
$ 5,056,257

3,687,151
$ 8,743,408
$ 3,921,216

1,314,162
$ 5,235,378
Carrying
Amount
$ 1,887,144

2,629,665
$ 4,516,809
$ 1,241,342

1,083,149
$ 2,324,491
  • 53 -

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



Carrying
Amount
$ 1,620,121

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

1,212,001
$ 1,940,447

For the three and the nine months ended September 30, 2017, realized and unrealized net foreign exchange gains (losses) were $7,130 thousand, $(93,096) thousand, respectively. For the three and the nine months ended September 30, 2016, realized and unrealized net foreign exchange losses were $37,675 thousand and $7,381 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.

39. SEPARATELY DISCLOSED ITEMS

Information on significant transactions and information on investees:

  • a. Financing provided to others: None

  • b. Endorsements/guarantees provided: None

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

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

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

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

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

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

  • i. Trading in derivative instruments: Note 7

  • 54 -

  • j. Intercompany relationships and significant intercompany transactions: Table 4 (attached)

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

  • l. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, investment 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: Table 4 (attached)

40. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purposes of resource allocation and the assessment of segment performance emphasizes on the types of goods or services delivered or provided. Considering the nature of the product and the process of manufacture, the management integrated those divisions of similar operation functions into one operation segment. The reporting segments of the Group were as follows:

Memory products and wafer fabrication IC design

There was no material difference between the accounting policies of the reportable segment and those described 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
2017
2016
2017
2016
$ 10,466,230 $ 7,084,052 $ 23,628,808
$ 17,345,692

1,052

7,617

11,436

13,434

$ 10,467,282
$ 7,091,669
$ 23,640,244
$ 17,359,126
Segment Net Operating Revenue
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2017
2016
2017
2016
$ 10,466,230 $ 7,084,052 $ 23,628,808
$ 17,345,692

1,052

7,617

11,436

13,434

$ 10,467,282
$ 7,091,669
$ 23,640,244
$ 17,359,126
Segment Net Operating Revenue
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2017
2016
2017
2016
$ 10,466,230 $ 7,084,052 $ 23,628,808
$ 17,345,692

1,052

7,617

11,436

13,434

$ 10,467,282
$ 7,091,669
$ 23,640,244
$ 17,359,126
Segment Income (Loss) from Operations and Net Income (Loss) Segment Income (Loss) from Operations and Net Income (Loss) Segment Income (Loss) from Operations and Net Income (Loss) Segment Income (Loss) from Operations and Net Income (Loss)
For the Three Months Ended
September 30
2017
2016
$ 10,466,230 $ 7,084,052

1,052

7,617

$ 10,467,282
$ 7,091,669
For the Three Months Ended
September 30
2017
2016
$ 2,103,609 $ 712,674

(5,474)

(36,848)

2,098,135
675,826
70,905
64,432
9,531
(27,552 )
(50,578 )
(73,946 )

-

(3,820)

$ 2,127,993
$ 634,940
For the Nine Months Ended
September 30


2017
$ 10,466,230

1,052

$ 10,467,282


2017
$ 23,628,808


11,436

$ 23,640,244



2017
$ 2,103,609

(5,474)

2,098,135
70,905
9,531
(50,578 )

-

$ 2,127,993







2017
$ 3,105,086

(8,072)


3,097,014

129,555

(108,055 )

(164,406 )

-

$ 2,954,108
2016
$ (797,169 )

(178,494)

(975,663 )

141,637

(3,462 )

(239,934 )

(12,198)
$ (1,089,620)
  • 55 -

b. Segment total assets and liabilities

September 30,
2017
Segment assets


Memory products and wafer fabrication
$ 41,347,285
IC design

13,256


Consolidated total assets
$ 41,360,541

Segment liabilities


Memory products and wafer fabrication
$ 19,653,979
IC design

2,106


Consolidated total liabilities
$ 19,656,085
December 31,
2016
September 30,
2016


$ 35,438,701 $ 35,233,223

105,814

139,670

$ 35,544,515
$ 35,372,893


$ 17,171,507 $ 17,776,476

53,608

19,851

$ 17,225,115
$ 17,796,327
  • 56 -

TABLE 1

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

MARKETABLE SECURITIES HELD SEPTEMBER 30, 2017

(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, 2017 September 30, 2017 Shares as
Collateral
Shares/Units
(In Thousands)
Carrying
Amount
Percentage of
Ownership
Fair Value
(Note)
The Company
MXBVI
Hui Ying
Shares
Ardentec Corporation
United Industrial Gases Co., Ltd.
Aetas Technology Inc.
Zowie Technology Co., Ltd.
Quality Test System Inc.
Shares
Chipbond Technology Corporation
Key ASIC Bhd
Tower Semiconductor Ltd.
Global Strategic Investment Fund (Cayman)
Global Strategic Investment Fund (Samoa)
Shares
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
The Company
None
Available-for-sale financial assets -
non-current
Financial assets measured at cost -
non-current
Financial assets measured at cost -
non-current
Financial assets measured at cost -
non-current
Financial assets measured at cost -
non-current
Available-for-sale financial assets -
non-current
Available-for-sale financial assets -
non-current
Available-for-sale financial assets -
non-current
Financial assets measured at cost -
non-current
Financial assets measured at cost -
non-current
Available-for-sale financial assets -
non-current
Financial assets measured at cost -
non-current
35,951,871
6,671,877
145,850
20,426
4,538,333
1,088,319
26,924,500
584,893
490,000
1,739,783
1,918,243
1,089,430
$ 974,296

58,500

-

-

-

56,919

27,981

544,240

-

32,681

92,651

-
7.41
3.06
0.29
0.14
14.64
0.17
3.02
0.60
2.52
4.90
0.11
10.23
$ 974,296
58,500
-
-
-
56,919
27,981
544,240
-
32,681
92,651
-
None
None
None
None
None
None
None
None
None
None
None
None

Note: The fair value of financial assets measured at cost is recognized at its original cost less accumulated impairment loss.

  • 57 -

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, 2017

(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
$ 6,075,619
3,963,436
816,547

4,137,289
US$ 130,094
US$ 26,792
26
17
3
47
100
100
30 days after monthly closing
45 days after monthly closing
Net 60 days
30 days post acceptance month's
closing
45 days after monthly closing
Net 60 days
Note 35
Note 35
Note 35
Note 35
No material
difference
No material
difference
Note 35
Note 35
Note 35
Note 35

No material
difference

No material
difference
$ 2,120,721
931,980
172,215
3,668,300

US$ 30,801

US$ 5,591
32
14
3
57
100
100
-
-
-
-
-
-
  • 58 -

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, 2017

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

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Overdue Amounts Received in
Subsequent Period
Allowance for
Impairment Loss
Amount **Action Taken **
The Company MegaChips Corporation
MXHK
MXA
Its subsidiary, Shun Ying Investment,
is represented in MXIC’s board of
directors
Indirect subsidiary
Subsidiary
$ 2,120,721
931,980
172,215
6.09 times
6.25 times
8.61 times
$ -
-
-
-
-
-
JPY 6,970,887 thousand
US$ 17,807 thousand
US$ 3,748 thousand
$ -
-
-
  • 59 -

TABLE 4

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Counterparty Relationship
(Note 1)
Transaction Details Transaction Details
Financial Statement Account Amount Payment Terms % to Total Revenues
or Assets
MXIC MXHK 1 Sales $3,963,436 Note 2 17
Notes receivable and trade receivables 931,980 2
MXE 1 Operatingexpenses 96,847 -
Otherpayables 33,857 -
MXA 1 Sales 816,547 Note 2 3
Operatingexpenses 145,602 1
Notes receivable and trade receivables 172,215 -
Otherpayables 81,842 -
Mxtran 1 Rental revenue 775 Note3 -
MX Asia 1 Operatingexpenses 65,629 -
Otherpayables 18,948 -
INFOMAX 1 Purchase ofproperty, plant and equipment 6,000 -
Purchase of intangible assets 13,000 -
MXHK MXm 3 Operatingexpenses 164,599 1

Note 1: The transactions from the parent company to the subsidiary are denoted as 1.

The transactions from the subsidiary to the parent company are denoted as 2. The transactions between two subsidiaries are denoted as 3.

Note 2: The sales price refers to the agreed upon product price for the end customer.

Note 3: The Company leased office space 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.

  • 60 -

TABLE 5

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

INFORMATION ON INVESTEES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount Balance a s ofSeptember 30, 2017 s ofSeptember 30, 2017 Net Income (Loss)
of the Investee
Share of Profit
(Loss)
Note
September 30,
2017
December 31,
2016
Shares % Carrying Amount
The Company
MXBVI
Run Hong
Hui Ying
Mxtran
Mxtran Samoa
MXA
MXBVI
Hui Ying
Run Hong
INFOMAX
Mxtran
Modiotek
NTTI
MXE
MPL
MXHK
MX Asia
INFOMAX
Mxtran
Modiotek
Modiotek
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
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
$ 2,640
7,348,057
500,000
984,432
-
755,287
-
874,418
2,106
3,291
378,427
26,325
-
40,318
-
-
35,979
23,880
$ 2,640
7,348,057
500,000
984,432
2,876,842
755,287
430,232
866,796
2,106
3,291
378,427
26,325
111,028
40,318
30,442
30,442
35,979
23,880
100,000
212,048,000
-
-
-
69,627,323
-
26,600,000
999
174,000
89,700,000
700,000
-
3,393,200
-
-
1,170,000
6,152,000
100.00
100.00
100.00
100.00
-
90.43
-
100.00
100.00
100.00
100.00
100.00
-
4.41
-
-
100.00
100.00
$ 87,206
1,967,129
24,462
14,048
-
10,083
-
296,734
108,983
18,045
623,692
56,591
-
492
-
-
1,040
442
$ (8,195 )
140,527
820
(418 )
(1,186 )
(8,564 )
-
(3,815 )
5,583
687
131,478
2,212
(1,186 )
(8,564 )
-
-
(7 )
(7 )
$ (7,934 )
140,527
820

(418 )

(1,153 )

(7,744 )
-

Note 1
Note 1
Note 1
Note 1
Note 1

Note 1

Note 1
Note 1
Note 1

Note 1

Note 1
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Note 2
Subsidiary
Note 3
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Note 2
Subsidiary
Note 3
Note 3
Subsidiary
Subsidiary

Note 1: Under relevant regulations, no disclosure of investment gain (loss) is needed.

Note 2: On March 22, 2017, INFOMAX filed for liquidation per the resolution reached in its shareholders’ meeting; hence, the Group has no control over INFOMAX as well as the subsidiaries of INFOMAX.

Note 3: In the May 26, 2017 shareholders’ meeting, the decision for the liquidation of Modiotek and the election of its liquidator were resolved. The Group has hence lost its significant influence over Modiotek and Modiotek’s subsidiaries.

  • 61 -

TABLE 6

MACRONIX INTERNATIONAL CO., LTD. AND SUBSIDIARY

INFORMATION ON INVESTMENT IN MAINLAND CHINA FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital Method of
Investment
Accumulated
Outward Remittance
for Investment from
Taiwan as of
January 1, 2017
Accumulated
Outward Remittance
for Investment from
Taiwan as of
January 1, 2017
Remittance of Funds Remittance of Funds Accumulated
Outward Remittance
for Investment from
Taiwan as of
September 30, 2017
Net Income (Loss) of
the Investee
% Ownership for
Direct or Indirect
Investment
Investment
Gain (Loss)
(Note 2)
Carrying Amount as
of September 30, 2017

Accumulated
Repatriation of
Investment Income
as of
September 30, 2017
Outward Inward
MXm
Maxtran Beijing (Note 3)
Development of integrated circuit
system and software
Technical support of Combi-SIM IC
$ 296,160

23,435
MXHK
(Note 1)
Mxtran HK
(Note 1)
$ 296,160
23,435
$ -
-
$ -
-
$ 296,160
23,435
$ 41,196
(3 )
100
-
$ 41,196
(2 )
$ 361,016
-
$ -
-
Accumulated Outward Remittance for Investment in
Mainland China as of
September 30, 2017
Investment Amount Authorized by the Investment
Commission, MOEA
Upper Limit on the Amounts of Investment Stipulated by
Investment Commission, MOEA
$ 296,160 $ 296,160 (Note 4)

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

Note 2: The amount was recognized based on the unreviewed financial statements of the investee company.

Note 3: The liquidation of Maxtran Beijing was completed in January 2017. The cancellation of the registration of Maxtran Beijing was filed with the Investment Commission, MOEA for recordation and approved in July 2017.

Note 4: As the Company has obtained the certificate of being qualified for operating headquarters issued by the Industrial Development Bureau, MOEA in March 2017, the upper limit on investments in mainland China pursuant to “Principle of investment or Technical Cooperation in Mainland China” is not applicable.

  • 62 -