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NTC Interim / Quarterly Report 2019

Nov 22, 2019

52061_rns_2019-11-22_5bc39e83-3d7e-400a-8e77-0134ac0e7b0b.pdf

Interim / Quarterly Report

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Stock Code:2408

$\mathbf{1}$

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES

Consolidated Financial Statements

With Independent Auditors' Review Report For the Six Months Ended June 30, 2019 and 2018

Address: No.98, Nanlin Rd., Dake Vil., Taishan Dist., New Taipei City, Taiwan (R.O.C.) Telephone: (02)2904-5858

The independent auditors' review report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' review report and consolidated financial statements, the Chinese version shall prevail.

Table of contents

Contents Page
1. Cover Page 1
2. Table of Contents $\overline{2}$
3. Independent Auditors' Report 3
4. Consolidated Balance Sheets 4
5. Consolidated Statements of Comprehensive Income 5
6. Consolidated Statements of Changes in Equity 6
7. Consolidated Statements of Cash Flows 7
8. Notes to the Consolidated Financial Statements
(1)
Company history
8
Approval date and procedures of the consolidated financial statements
(2)
8
New standards, amendments and interpretations adopted
(3)
$8\sim11$
Summary of significant accounting policies
(4)
$11 - 14$
Significant accounting assumptions and judgments, and major sources
(5)
of estimation uncertainty
14
(6)
Explanation of significant accounts
$14 - 37$
Related-party transactions
(7)
$37 - 40$
Pledged assets
(8)
40
(9)
Commitments and contingencies
41
(10) Losses Due to Major Disasters 42
(11) Subsequent Events 42
$(12)$ Other 42
(13) Other disclosures
(a) Information on significant transactions $43 - 44$
(b) Information on investees 44
(c) Information on investment in mainland China 45
(14) Segment information $45 - 46$

KPMG

台北市11049信義路5段7號68樓(台北101大樓) Telephone 電話 + 886 (2) 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City 11049, Taiwan (R.O.C.)

Fax 傳真 + 886 (2) 8101 6667 Internet 網址 kpmg.com/tw

Qualified Conclusion

Except for the adjustments, if any, as might have been determined to be necessary had the financial statements of certain consolidated subsidiaries described in the Basis for Qualified Conclusion paragraph above been reviewed by independent auditors, based on our reviews and the review report of another auditor (please refer to Other Matter paragraph), nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as of June 30, 2019 and 2018, and of its consolidated financial performance for the three months and six months ended June 30, 2019 and 2018, as well as of its consolidated cash flows for the six months ended June 30, 2019 and 2018, in accordance 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.

Other Matter

We did not review the financial statements of Formosa Advanced Technologies Co., Ltd., an investment in other accounted for using the equity method of the Group. The financial statements were reviewed by another auditor, whose review report has been furnished to us, and our conclusion, insofar as it relates to the amounts included for Formosa Advanced Technologies Co., Ltd., is based solely on the review report of another auditor. The aforementioned investment accounted for using the equity method amounted to \$2,909,089 thousand, constituting 1.57% of the consolidated total assets as of June 30, 2019; and the share of profit of associates accounted for using the equity method amounted to \$64,015 thousand and \$101,406 thousand, constituting 1.88% and 1.45% of the consolidated total profit before tax for the three months and six months ended June 30. 2019, respectively.

The engagement partners on the reviews resulting in this independent auditors' review report are Hui-Chih Ko and Hsin-Yi Kuo.

KPMG

Taipei, Taiwan (Republic of China) August 12, 2019

Notes to Readers

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

The independent auditors' review report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' review report and consolidated financial statements, the Chinese version shall prevail.

(English Translator of Consolidated Financial Statements Originally Issued in Chinese)
Reviewed only, not audited in accordance with the generally accepted auditing standards as of June 30, 2019 and 2018

Nanya Technology Corporation and Subsidiaries

Consolidated Balance Sheets

June 30, 2019, December 31 and June 30, 2018

(Expressed in Thousands of New Taiwan Dollars)

June 30, 2019 December 31, 2018 June 30, 2018 June 30, 2019 December 31, 2018 June 30, 2018
Assets Amount $\frac{1}{\sqrt{2}}$ Amount Amount Liabilities and Equity Ş,
Amount
×
Amount
Amount $\aleph$
Current assets: Current liabilities:
$\frac{8}{10}$ Cash and cash equivalents (Note 6(a)) 60,860,911
ω,
33 57,384,006 5 61,536,556 35 2170 Accounts payable 2,154,466 4,247,638 2,917,421
$\frac{8}{11}$ Notes and accounts receivable, net (Notes 6(b)(p)) 7,335,028 9,763,741 14,748,248 2180 Accounts payable to related parties (Note 7) 282,938 332,064 303,138
1200 Other receivables (Note 6(h)) 1,841,362 1,313,111 967,246 2200 Other payables 16
30,253,718
8,786,790 19,784,226
1210 Other receivables due from related parties (Note 7) 210,056 2220 Other payables to related parties (Note 7) 1,050,614 938,944 1,028,500
1310 Inventories (Note 6(c)) 17,894,754 12,167,737 8,376,818 2280 Current lease liabilities (Notes 6(j) and 7) 199,145
1410 Prepayments 1,456,451 1,758,316 2,008,262 2230 Current tax liabilities 1,065,847 2,456,338 2,498,036
Total current assets 89,598,562 $\frac{48}{5}$ 82.386,911 $\frac{45}{5}$ 87,637,130 ရှ 2399 Other current liabilities 1,059 1,568 1,446
Non-current assets: Total current liabilities $\frac{1}{2}$
35.007.787
16,763,342 26,532.767 $\overline{15}$
1550 Investments accounted for using equity method (Note 2,909,089 2 3,006,603 2 Non-Current liabilities:
6(d) 2570 Deferred tax liabilities 53 625 580
1600 Property, plant and equipment (Notes 6(f) and 7) 90,742,617 $\frac{4}{9}$ 95,358,992 52 84,586,919 49 2640 Net defined benefit liability, non-current 536,129 537,303 522,418
1755 Right-of-use assets (Notes 6(g) and 7) 198,444 2670 Other non-current liabilities 233,125 377,245 231,042
1780 Intangible assets 258,716 45,881 68,219 Total non-current liabilities 769,885 915,173 754,040
1840 Deferred tax assets 817,459 867,311 862,104 Total liabilities $\overline{a}$
35,777,672
$\overline{10}$
17,678,515
27,286,807 $\frac{15}{2}$
1935 Long-term lease payments receivable (Note 6(h)) 875,900 961,884 Equity (Note 6(m)):
194D Long-term financial lease payments receivable (Note 6(h)) 785,316 $\frac{1}{2}$ Ordinary share $\overline{17}$
30,535,049
31,032,389 30,596,179 œ
1990 Other non-current assets (Note 8) 38,925 44,215 32,707 3140 Advance receipts for share capital 606,392 6,488 1,406,917
Total non-current assets 95,750,566 $\mathfrak{L}$ 100,198,902 55 86,511,833 $\boldsymbol{50}$ \$200 Capital surplus 31,487,280
33,557,005
32,327,474
310 Legal reserve 13,128,412 9,192,249 9,192,249
3320 Special reserve 273,834 39,163 39,163
3350 Unappropriated retained earnings ş
74,599,612
25
94,136,513
73,327,129
3400 Other equity interest 87,809 (273, 834) (26, 955)
3500 Treasury shares (1.146.932) ලු
(2.782, 675)
Total equity $\overline{\mathbf{z}}$
149,571,456
g
164,907,298
146,862,156 $\frac{85}{25}$

$\frac{182,585,813}{\underline{)}\ 100} \ \frac{100}{\underline{)}\ 174,148,963} \ \frac{100}{\underline{)}\ 00}$

$|\mathbf{\hat{y}}|$

S 185,349.128

Total liabilities and equity

$\frac{1}{2}$

$\frac{182,585,813}{\phantom{000}-\phantom{0000}\phantom{0000}}\underline{100}$

8 185,349,128 100

Total assets

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards

Nanya Technology Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

For the three months and six months ended June 30, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)

June 30, For the three months ended June 30, For the six months ended
2019 2018 2019 2018
Amount % Amount % Amount % Amount %
4000 Operating revenue (Note $6(p)$ ) 12,440,791
S
100 24,592,217 100 23,812,596 100 43,389,656 100
5000 Operating costs (Notes $6(k)(n)(q)$ and 7) 8,092,944 65 11,054,815 45 14,832,185 62 20, 111, 576 46
Gross profit from operations 4,347,847 35 13,537,402 55 8,980,411 38 23,278,080 54
Operating expenses (Notes $6(k)(n)(q)$ and 7):
6100 Selling expenses 175,428 -1 253,534 1 322,795 1 449,026 1
6200 Administrative expenses 307,996 2 415,951 $\mathbf{2}$ 625,487 3 766,042 2
6300 Research and development expenses 1,059,282 9 1,357.673 5 2,207,450 9 2,233,752
Total operating expenses 1,542,706 12 2,027,158 8 3,155,732 13 3,448,820 8
Net operating income 2,805,141 23 11,510,244 47 5,824,679 25 19,829,260 46
Non-operating income and expenses (Notes $6(d)(e)(h)(i)(r)$ and 7):
7010 Other income 358,515 3 199,659 1
7
752,847 3
$\overline{2}$
435,286 1
-1
7020
7050
Other gains and losses, net
Finance costs
177,822
(901)
1 1,790,154
(165)
304,719
(1,991)
468,145
(5, 463)
7060 Share of profit of associates accounted for using equity method, net 64,015 101,406
7055 Expected credit impairment gain 54 9,438
Total non-operating income and expenses 599,505 $\overline{4}$ 1,989,648 8 1,166,419 5 897,968 $\overline{2}$
7900 Profit from continuing operations before tax 3,404,646 27 13,499,892 55 6,991,098 30 20,727,228 48
7950 Income tax expenses(Note 6(l)) 656,719 5 2,190,061 9 657,165 3 2,191,242
Profit 2,747,927 22 11,309,831 46 6,333,933 27 18,535,986 43
8300 Other comprehensive income: (Note 6(l))
8310 Components of other comprehensive (loss) income that will not be
reclassified to profit or loss
8311 Remeasurements of the net defined benefit
8320 Share of other comprehensive (loss) income of associates accounted for
using equity method, components of other comprehensive (loss) income
that will not be reclassified to profit or loss
(22, 196) 11,136
8349 Income tax related to components of other comprehensive (loss) income
that will not be reclassified to profit or loss
(2,147) (2,571)
Components of other comprehensive income that will not be
reclassified to profit or loss
(22, 196) 2,147 11,136 2,571
8360 Components of other comprehensive income that will be reclassified to
profit or loss
8361
8399
Exchange differences on translation of foreign financial statements 257,414 2 12,465 350,507 1 12,208
Income tax related to components of other comprehensive income that will
be reclassified to profit or loss
Components of other comprehensive income that will be
257,414 $\overline{2}$ 12,465 350,507 12,208
reclassified to profit or loss
8300 Other comprehensive income, net 235,218 2 14,612 361,643 14.779
8500 Comprehensive income 2,983,145 24 11,324,443 46 6,695,576 28 18,550,765
Profit, attributable to:
8610 Profit, attributable to owners of parent S.
2,747,927
22 11,309,831 46 6,333,933 27 18,536,761 43
8620 Loss, attributable to non-controlling interests (775)
2,747,927 22 11,309,831 46 6,333,933 27 18,535,986 43
Comprehensive income attributable to:
8710 Comprehensive income, attributable to owners of parent 2,983,145
S
24 11,324,443 46 6,695,576 28 18,551,540 43
8720 Comprehensive loss, attributable to non-controlling interests (775) $\sim$
2,983,145 $\overline{24}$ 11,324,443 46 6,695,576 28 18,550,765 43
Earnings per share (Note $6(0)$ )
9750 Basic earnings per share S 0.90 3.68 2.09 6.07
9850 Diluted earnings per share 0.90 3.56 2.06 5.86

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Reviewed only, not audited in accordance with generally accepted auditing standards

Nanya Technology Corporation and Subsidiaries

Consolidated Statements of Changes in Equity

For the six months ended June 30, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Other equity interest

Equity attributable to owners of parent

Duried game
(losses) on
entitlement to
Certificate of
differences on
Exchange
measured at fair
financial assets
new shares
from
Advance Unappropriated translation of
foreign
value through
other
attributable to
Total equity
Ordinary
shares
convertible
bond
share capital
receipts for
Capital
surplus
reserve
Legal
Special
reserve
retained
earnings
statements
financial
comprehensive
income
Total other equity
interest
Treasury
shares
owners of
parent
Non-controlling
interests
Total equity
Balance at January 1, 2018 29,639,38 223,958 27,277,19 5,164,057 69,734,440 (39, 163) (39,163) 131,999,865 115,323 132,115,188
Net profit (loss) for the six months ended June 30, 2018 18,536,761 18,536,761 (775) 18,535,986
Other comprehensive income for the six months ended June 30, 2018 2,571 12,208 12,208 14,779 14,779
Total comprehensive income (loss) for the six months ended June 30, 2018 18,539,332 12,208 12,208 18,551,540 (775) 18,550,765
Legal reserve appropriated 4,028,192 (4,028,192)
Special reserve appropriated 39,163 (39, 163)
Cash dividends of ordinary share (10, 879, 288) (10, 879, 288) (10, 879, 288)
Other changes in capital surplus:
Recognized compensation costs on employee stock options 545,960 545,960 545,960
Conversion of convertible bonds 732,839 4,504,323 5,237,162 5,237,162
Conversion of certificates of bonds to share 223,958 (223,958)
Exercise of employee share options 1,406,917 1,406,917 1,406,917
Disposal of subsidiaries accounted for using equity method (114,548) (114,548)
Balance at June 30, 2018 30,596,179 $rac{5}{3}$
Š
32,327,474 9,192,249 39,163 73,327,129 (26, 95) (26,955) 146,862,156 146,862,156
Balance at January 1, 2019 31,032,389 5,488 33,557,005 9,192,249 39,163 94,136,513 (179, 736) (94,098) (273, 834) (2,782,675) 164,907,298 164,907,298
Net profit for the six months ended June 30, 2019 6,333,933 6,333,933 6,333,933
Other comprehensive income for the six months ended June 30, 2019 350,507 11,136 361,643 361,643 361,643
Total comprehensive income for the six months ended June 30, 2019 6,333,933 350,507 11,136 361,643 6,695,576 6,695,576
Legal reserve appropriated 3,936,163 (3,936,163)
Special reserve appropriated 234,671 (234, 671)
Cash dividends of ordinary share (21,700,000) (21,700,000) (21,700,000)
Other changes in capital surplus:
Recognized compensation costs on employee stock options 85,250 85,250 85,250
Repurchase of treasury share (1,029,878) (1,029,878) (1,029,878)
Retirement of treasury share (501,360) (2,164,261) 2,665,621
Exercise of employee share options 4,020 599,904 9,286 613,210 613,210
Balance at June 30, 2019 30,535,049 606,392 31,487,280 13,128,412 273,834 74,599,612 170,771 (82, 962) 87,809 (1,146,932) 149,571,456 I 149,571,456

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Reviewed only, not audited in accordance with generally accepted auditing standards

Nanya Technology Corporation and Subsidiaries

Consolidated Statements of Cash Flows

For the six months ended June 30, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

For the six months ended
June 30,
2019
2018
Cash flows from operating activities:
Profit before tax 6.991,098
\$
20,727,228
Adiustments:
Adjustments to reconcile profit:
Depreciation expense 6,943,328 5,831,585
Amortization expense 39,714 71,370
Expected credit impairment gain (9, 438)
Net loss on financial liabilities at fair value through profit or loss 281,107
Interest expense 1,991 5,463
Interest income (752, 847) (435, 286)
Share-based payments 85,250 545,960
Share of profit of associates accounted for using equity method (101, 406)
Loss (gain) on disposal of property, plant and equipment 287 (46)
Gain on disposal of a subsidiary (497)
Reversal of impairment loss on non-financial assets (120, 322) (100, 861)
Unrealized foreign exchange loss (gain) 108,735 (754, 739)
Total adjustments to reconcile profit 6,195,292 5,444,056
Changes in operating assets and liabilities:
Notes and accounts receivable 2,419,295 (5,961,402)
Other receivables (308, 616) (31,307)
Inventories (5,727,017) (1,625,194)
Other current assets 301,865 (389, 326)
Other non-current assets (9,500)
Financial liabilities held for trading (523, 136)
Accounts payable (including related parties) (710, 736) (71, 849)
Other payables (including related parties) (146, 867) 3,239,988
Other current liabilities (509) (508)
Net defined benefit liability (1, 174) (3,379)
Other non-current liabilities 9,925 (16, 434)
Total changes in operating assets and liabilities (4,173,334) (5,382,547)
Cash inflow generated from operations 9,013,056 20,788,737
Interest received 498,466 349,778
Interest paid (325) (478)
Income taxes paid (2,004,555) (1,416,646)
Net cash flows from operating activities 7,506,642 19,721,391
Cash flows (used in) from investing activities:
Proceeds from disposal of a subsidiary (85,937)
Acquisition of property, plant and equipment (3,549,433) (4,720,239)
Proceeds from disposal of property, plant and equipment 12 46
Decrease (increase) in refundable deposits 10,747 (2,670)
Decrease in other receivables 10,616,574
Acquisition of intangible assets (79, 529)
Decrease in lease and installment receivables 132,166 214,665
Increase in other non-current assets (21) (5,365)
Net cash flows (used in) from investing activities (3,486,058) 6,017,074
Cash flows (used in) from financing activities:
(Decrease) increase in guarantee deposits received (311, 372) 161,015
(Decrease) increase in other payables to related parties (4,016) 4,052
Payment of lease liabilities (83,779)
Exercise of employee share options 613,210 1,406,917
Payments to acquire treasury shares (1,029,878)
Net cash flows (used in) from financing activities (815, 835) 1,571,984
Effect of exchange rate changes on cash and cash equivalents 272,156 457,430
Net increase in cash and cash equivalents 3,476,905 27,767,879
Cash and cash equivalents at beginning of period 57,384,006 33,768,677
Cash and cash equivalents at end of period 60,860,911
S
61,536,556

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards

Nanya Technology Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

June 30, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

Nanya Technology Corporation (the "Company") was legally established with the approval of the Ministry of Economic Affairs on March 4, 1995, with registered address at No.98 Nanlin Road Dake Vil., Taishan District, New Taipei City, Taiwan. The main operating activities of the Company and its subsidiary (the "Group") are researching, developing, manufacturing and selling semiconductor products, and the import and export of its machinery, equipment and raw materials.

(2) Approval date and procedures of the consolidated financial statements:

The consolidated financial statements were authorized for issuance by the Board of Directors on August 12, 2019.

(3) New standards, amendments and interpretations adopted:

The impact of the International Financial Reporting Standards ("IFRSs") endorsed by the Financial $(a)$ Supervisory Commission, R.O.C. ("FSC") which have already been adopted.

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2019.

New, Revised or Amended Standards and Interpretations Effective date
per IASB
IFRS 16 "Leases" January 1, 2019
IFRIC 23 "Uncertainty over Income Tax Treatments" January 1, 2019
Amendments to IFRS 9 "Prepayment features with negative compensation" January 1, 2019
Amendments to IAS 19 "Plan Amendment, Curtailment or Settlement" January 1, 2019
Amendments to IAS 28 "Long-term interests in associates and joint ventures" January 1, 2019
Annual Improvements to IFRS Standards 2015–2017 Cycle January 1, 2019

Except for the following items, the Group believes that the adoption of the above IFRSs would not have any material impact on its consolidated financial statements. The extent and impact of signification changes are as follows:

IFRS 16"Leases" $(i)$

IFRS 16 replaces the existing leases guidance, including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

The Group applied IFRS 16 using the modified retrospective approach. The details of the changes in accounting policies are disclosed below,

Definition of a lease $1)$

Previously, the Group determined at contract inception whether an arrangement is or contains a lease under IFRIC 4. Under IFRS 16, the Group assesses whether a contract is or contains a lease based on the definition of a lease, as explained in Note 4(c).

On transition to IFRS 16, the Group elected to apply the practical expedient to grandfather the assessment of which transactions are leases. The Group applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed for whether there is a lease. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after January 1, 2019.

$2)$ As a lessee

As a lessee, the Group previously classified its leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Group. Under IFRS 16, the Group recognizes its right-of-use assets and lease liabilities for most leases.

The Group decided to apply the recognition exemptions to the short-term and low-value leases of its parking lots and office spaces.

Leases classified as operating leases under IAS 17

At transition, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Group's incremental borrowing rate as at January 1, 2019. The right-of-use assets are measured below:

their carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the lessee's incremental borrowing rate at the date of initial application $-$ the Group applied this approach to its land leases.

In addition, the Group used the following practical expedients when applying IFRS 16 to leases.

  • Applied a single discount rate to a portfolio of leases with similar characteristics.
  • Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

As a lessor $3)$

The Group is not required to make any adjustments on transition to IFRS 16 for leases in which it acts as a lessor. The Group accounted for its leases in accordance with IFRS 16 from the date of initial application.

Impacts on financial statements $4)$

On transition to IFRS 16, the Group recognized both additional \$300,605 of right-of-use assets and lease liabilities at the date of initial application. When measuring lease liabilities, the Group discounted lease payments using its incremental borrowing rate at January 1, 2019. The interest rate applied is 1.41%.

The explanation of differences between operating lease commitments disclosed at the end of the annual reporting period immediately preceding the date of initial application, and lease liabilities recognized in the statement of financial position at the date of initial application disclosed as follows:

January 1, 2019
Operating lease commitment at December 31, 2018 as disclosed in
the Group's consolidated financial statements
\$
385,636
Recognition exemption for:
short-term leases (8,037)
leases of low-value assets (73,619)
303,980
Discounted using the incremental borrowing rate at January 1, 2019 300,605

$(b)$ The impact of IFRS endorsed by FSC but not yet effective

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning, or after, January 1, 2020 in accordance with Ruling No. 1080323028 issued by the FSC on July 29, 2019:

Effective date
New, Revised or Amended Standards and Interpretations per IASB
Amendments to IFRS 3 "Definition of a Business" January 1, 2020
Amendments to IAS 1 and IAS 8 "Definition of Material" January 1, 2020

The Group assesses that the adoption of the abovementioned standards would not have any material impact on its consolidated financial statements.

$(c)$ The impact of IFRS issued by IASB but not yet endorsed by the FSC

As of the date, the following IFRSs that have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

New, Revised or Amended Standards and Interpretations Effective date
per IASB
Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets Between
an Investor and Its Associate or Joint Venture"
Effective date to
be determined
by IASB
IFRS 17 "Insurance Contracts" January 1, 2021

The Group is evaluating the impact of the initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.

$(4)$ Summary of significant accounting policies:

Statement of compliance $(a)$

These consolidated financial statements have been prepared in accordance with the preparation and guidelines of IAS 34 "Interim Financial Reporting" which are endorsed and issued into effect by FSC and do not include all of the information required by the Regulations and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed and issued into effect by the FSC (hereinafter referred to IFRS endorsed by the FSC) for full annual consolidated financial statements.

The significant accounting policies adopted in the consolidated financial statements are the same as those in the consolidated financial statement for the year ended December 31, 2018. For the related information, please refer to note 4 of the consolidated financial statements for the year ended December 31, 2018.

  • Basis of consolidation $(b)$
  • List of subsidiaries included in the consolidated financial statements: $(i)$
Shareholding
Investor The name of subsidiaries Business activity June 30.
2019
December 31.
2018
June 30.
2018
Note
The Company NANYA TECHNOLOGY CORP. U.S.A. Sales of semiconductor products 100.00 % 100.00 % 100.00 % Note 3
The Company NANYA TECHNOLOGY CORP.
Delaware
Design of semiconductor
products
100.00% 100.00 % 100.00 % Note 3
The Company NANYA TECHNOLOGY CORP. HK. Sales of semiconductor products $100.00 \%$ 100.00 % 100.00 % Note 3
The Company NANYA TECHNOLOGY CORP. Japan Sales of semiconductor products 100.00 % 100.00 % 100.00 % Note 3
The Company PEI JEN Co., Ltd. General import and export
business
% $\%$ 100.00 % Note 1 and note 3
The Company NANYA TECHNOLOGY
INTERNATIONAL LTD.
General investment business 100.00 % 100.00 % $\frac{6}{6}$
۰
Note 2
NANYA TECHNOLOGY
CORP. H.K.
NANYA TECHNOLOGY CORP
Europe GmbH
Sales of semiconductor products 100.00 % 100.00 % 100.00 % Note 3
NANYA TECHNOLOGY
CORP H.K.
NANYA TECHNOLOGY CORP.
Shenzen
Sales of semiconductor products 100.00 % $100.00 \%$ 100.00 % Note 3
  • Note 1: Pei Jen Co. applied for the completion of its liquidation to the court in December 2018, resulting in the Company's to loss of control over Pei Jen Co..
  • Note 2: The Company fully invested in its subsidiary, Nanya Technology International Ltd., in which the registration process had been completed in November 2018.
  • Note 3: Company is a non-significant subsidiary, its financial statement have not been reviewed by independent auditors.
  • Subsidiaries not included in the consolidated financial statements: None. $(ii)$
  • Leases (Policy applicable from January 1, 2019) $(c)$
  • Identifying a lease $(i)$

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

  • $-$ the contract involves the use of an identified asset this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and
  • -the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
  • the Group has the right to direct the use of the asset. The Group has the right to direct the use of the asset when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Group has the right to direct the use of an asset if either:
  • the Group has the right to operate the asset; or
  • the Group designed the asset in a way that predetermines how and for what purpose it will be used.
  • (ii) As a lessee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • fixed payments;
  • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date:

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • there is a change in future lease payments arising from the change in an index or rate; or
  • -there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or
  • there is any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases and leases of low-value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

$(iii)$ As a lessor

When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

The lessor recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The lessor recognizes the interest income over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of 'other income'.

$(d)$ Income taxes

The income tax expenses have been prepared and disclosed in accordance with paragraph B12 of International Financial Reporting Standards 34, Interim Reporting.

Income tax expenses for the period are best estimated by multiplying pre-tax income for the interim reporting period by the effective annual tax rate as forecasted by the management. This should be recognized fully as tax expense for the current period.

For a change in tax rate that is substantively enacted in an interim period, the effect of the change should immediately be recognized in the interim period in which the change occurs.

Employee benefits $(e)$

The pension cost in the interim period was calculated and disclosed on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior fiscal year.

Significant accounting assumptions and judgments, and major sources of estimation uncertainty: $(5)$

The preparation of the consolidated financial statements in conformity with the Regulations and IFRSs (in accordance with IAS 34 "Interim Financial Reporting" and endorsed by the FSC) requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The preparation of the consolidated interim financial statements, estimates and underlying assumptions are reviewed on an ongoing basis which are in conformity with the consolidated financial statements for the year ended December 31, 2018. For the related information, please refer to note 5 of the consolidated financial statements for the year ended December 31, 2018.

(6) Explanation of significant accounts:

Except for the following disclosures, there is no significant difference as compared with those disclosed in the consolidated financial statements for the year ended December 31, 2018. Please refer to Note 6 of the 2018 annual consolidated financial statements.

(a) Cash and cash equivalents

June 30,
2019
December 31,
2018
June 30,
2018
\$
154
157 144
10,398,469 6,377,176 16,221,531
44,471,933 50,601,623 27,466,675
4,539,884 404,150 10,316,300
1,450,471 900 7,531,906
61,536,556
\$ 60,860,911 57,384,006

(b) Notes and accounts receivable

June 30,
2019
December 31,
2018
June 30,
2018
Notes receivable from operating activities \$ 481 4,212
Accounts receivable-measured at amortized
cost
7,335,028 9,772,558 14,753,310
$Less : Loss$ allowance (9.298) (9,274)
7,335,028 9,763,741 14,748,248

The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for notes and accounts receivables. To measure the expected credit losses, notes and accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions for notes and accounts receivable were determined as follows:

June 30, 2019
Due days Notes and
accounts
receivables
gross carrying
amount
Weighted
average loss
rate
Loss allowance
provision
Current \$
7,246,225
-
1 to 30 days past due 85,292 -
31 to 60 days past due 1,398 ۰
Over 91 days past due 2,113
7,335,028
Loss allowance
average loss
provision
2,088
6,899
49
15
247
9,298
June 30, 2018
Loss allowance
average loss
provision
7,994
1,278
$\overline{2}$
9,274

The movement in the allowance for notes and accounts receivable were as follows:

For the six months ended
June 30,
2019 2018
Balance on January 1, 9.298 8,859
Reversal of impairment losses (9, 438)
Foreign exchange losses 140 415
Balance on June 30, 9,274

(c) Inventories

June 30,
2019
December 31,
2018
June 30,
2018
Raw materials 597,973
S
598,067 520,934
Work in progress 7,100,380 5,870,118 5,714,272
Finished goods 10,196,401 5,699,552 2,141,612
17,894,754 12,167,737 8,376,818

The Group did not recognized any loss from devaluation or gain from recovery in the value of inventories for the three months and six months ended June 30, 2019 and 2018.

Investments accounted for using equity method $(d)$

The components of the investments accounted for using equity method were as follows:

June 30,
2019
December 31,
2018
Associates 2,909,089 3,006,603

The related information of the major associate to the Group were as follows:

Percentage of ownership
Name of Registration June 30, December 31,
Associates Nature of Relationship to the Group Country 2019 2018
Formosa Advanced It mainly engages in assembling and testing of Taiwan $19.00 \%$ 19.00 %
Technologies Co., module products, as well as in the research and
Ltd.(FATC) development of integrated circuits.

The fair value of major associates listed on the Stock Exchange were as follows:

June 30,
2019
December 31,
2018
Formosa Advanced Technologies Co., Ltd. 15,743,111 14,062,667

The aggregated financial information of the major associate were as follows:

The financial information of FATC were as follows:

June 30,
2019
December 31,
2018
Current assets \$
7,081,112
6,792,443
Non-current assets 6,577,214 5,882,131
Current liabilities (2,141,692) (1,231,815)
Non-current liabilities (606,914) (86, 280)
Net asset 10,909,720 11,356,479
Net asset contributed to FATC 10,909,720 11,356,479
For the three
months ended
June 30,
2019
For the six
months ended
June 30,
2019
Operating revenue 2,269,832 4,442,798
Profit \$
343,975
600,189
Other comprehensive income (116, 823) 58,608
Total comprehensive income 227,152 658,797
Comprehensive income contributed to FATC 227,152 658,797
For the six
months ended
June 30,
2019
Share of net assets of the major associate at January 1 $\mathbf S$ 2,157,732
Total comprehensive income contributed to the Group 125,171
Cash dividends contributed to the Group (210, 056)
Share of net assets of major associate at June 30 2,072,847
Add:Goodwill 887,684
Less: Unrealized profits on upsteam sales net assets of the associates (51, 442)
Total carrying amount of the major associate 2,909,089

(e) Loss control over subsidiaries

The Company had disposed 53.56% of its shares in Piece Makers, with a selling price of $(i)$ \$132,584; therefore, it lost control over Piece Makers on February 26, 2018. The Group recognized a gain on disposal of \$497 in profit or loss, which was included in other gains and losses.

The carrying amount of assets and liabilities of Piece Makers Technology Corp on February 26, 2018 were as follow:

February 26,
2018
Cash and cash equivalents \$
218,521
Accounts receivable and other receivables 54,228
Inventories 136,906
Other current assets 3,160
Property, plant, and equipment 3,892
Other non-current assets 666
Accounts payable and other payables (170, 752)
Other non-current liabilities (6)
Carrying amount of net assets 246,615

(Continued)

$\sim$

  • (ii) Pei Jen Co., Ltd (hereinafter referred to as " Pei Jen" ), a subsidiary of the Company, had applied for the completion of its liquidation to the court on December 10, 2018, resulting in the Company's loss of control over Pei Jen. The Company included the distribution of the remaining properties from Pei Jen in its balance sheet, which consisted of cash and cash equivalents amounting to \$44,284, and other tax refund receivable amounting to \$12.
  • $(f)$ Property, plant and equipment
Cost: Land Building Machinery
and
equipment
Other
equipment
Under
construction
Total
Balance as of January 1, 2019 s 1,013,924 7,740,635 180,746,435 1,132,778 13,886,443 204,520,215
Additions 981,560 26,902 1,098,757 2,107,219
Disposals (55, 149) (4,738) (59, 887)
Reclassification 416,922 12,357,709 14,395 (12,789,026)
Effect of exchange rate change 73 (2,802) 5,554 2,825
Balance as of June 30, 2019 1,013,924 8,157,630 194,027,753 1,174,891 2,196,174 206,570,372
Balance as of January 1, 2018 \$ 1,013,924 7,502,631 172,719,912 1,133,770 1,778,293 184,148,530
Additions 1,628,009 8,460 2,442,668 4,079,137
Disposals (7,703) (2, 589) (10, 292)
Disposal of a subsidiary (60) (23, 771) (23, 831)
Reclassification 237,913 2,857,477 23,052 (3, 118, 328) 114
Effect of exchange rate change 86 1,766 1,560 $\overline{a}$ 3,412
Balance as of June 30, 2018 s 1,013,924 7,740,630 177,199,401 1,140,482 1,102,633 188,197,070
Accumulated depreciation / impairment:
Balance as of January 1, 2019 \$ 1,978,349 106,196,034 986,840 109, 161, 223
Depreciation for the period 157,018 6,667,600 19,325 6,843,943
Reversal of impairment loss (120, 322) (120, 322)
Disposals (57, 825) (1,763) (59, 588)
Reclassification (10,292) 10,292
Effect of exchange rate change 54 (337) 2,782 2,499
Balance as of June 30, 2019 S 2,135,421 112,674,858 1,017,476 115,827,755
Balance as of January 1, 2018 S 1,676,927 95,179,932 1,049,791 97,906,650
Depreciation for the period 150,274 5,670,497 10,814 5,831,585
Reversal of impairment loss (100, 861) (100, 861)
Disposals (7,703) (2, 589) (10, 292)
Disposal of a subsidiary (60) (19, 879) (19, 939)
Reclassification (10, 135) 10,141 6
Effect of exchange rate change 58 700 2,244 3,002
Balance as of June 30, 2018 1,827,259 100,732,370 1,050,522 103,610,151
Carrying amounts:
Balance as of June 30, 2019 1,013,924 6,022,209 81,352,895 157,415 2,196,174 90,742,617
Balance as of December 31, 2018 1,013,924 5,762,286 74,550,401 145,938 13,886,443 95,358,992
Balance as of June 30, 2018 S 1,013,924 5,913,371 76,467,031 89,960 1,102,633 84,586,919

Right-of-use assets $(g)$

Land
Cost:
Balance at January 1,2019 \$
Effect of retrospective application 300,605
Change in an index of lease payment (2,776)
Balance at June 30, 2019 297,829
Accumulated depreciation:
Balance at January 1, 2019 \$
Effect of retrospective application
Depreciation for the period 99,385
Balance at June 30, 2019 99,385
Carrying Amount:
Balance at January 1, 2019
Balance at June 30, 2019 198.444

$(h)$ Lease receivables

On June 18, 2009, the Group signed an amended long term lease agreement with Inotera $(i)$ Memories, Inc. (its name was changed to Micron Technology Taiwan in March, 2017, referred to as "MTTW") on the lease of building, facilities and land located on 348, 348-1 and 348-3, Hwa Ya Section, Kueishan District, Taoyuan City. This amended lease agreement, which took effect retroactively from January 1, 2009, includes the renewal term. Initial lease term is from January 1, 2009 to December 31, 2018. However MTTW is entitled to renew this amended lease agreement for an unlimited number of consecutive additional terms of five years each, by providing a written notice with the intention to renew the lease term commencing from January 1, 2019. MTTW has completed the renewal of its lease agreement, with a written notice on December 13, 2018. In addition, MTTW has an exclusive option to purchase the leased assets for a total purchase price of USD50,000 thousand on and after January 1, 2024. Also, the rental receivable for the entire year of 2009 has been waived. Initial yearly rentals for the leased building (including facilities and land) were USD13,010 thousand and USD1,990 thousand, respectively from January 1, 2010 to December 31, 2018; the first yearly renewal rentals for the leased building (including facilities and land) will be USD8,010 thousand and USD1,990 thousand, respectively, from January 1, 2019 to December 31, 2023; the subsequent yearly renewal rentals for the leased building (including facilities and land) will be USD10 thousand and USD1,990 thousand commencing from January 1, 2024. The amended lease agreement for the building (including facilities) is treated as a capital lease because (a) the present value of the periodic rental payments made since the inception date is at least 90% of the market value of the leased assets and (b) the lease term is equal to 75% or more of the total estimated economic life of the leased assets. The land is treated as an operating lease.

(ii) The total lease receivable from the capital lease of the building (including facilities) was \$5,185,620; the implicit interest rate was 10.56%. The cost of the leased assets at the beginning of the lease period was \$2,656,223. The difference was recognized as unrealized interest revenue of \$2,529,397. For the three months and six months ended June 30, 2019 and 2018, the Group recognized the interest revenue of \$24,742, \$30,929, \$50,548 and \$63,824, respectively, from the amortization of unrealized interest revenue.

The details of lease receivables were as follows:

June 30, 2019 December 31, 2018 June 30, 2018
Gross
investment
in the lease
Unearned
finance
income
Present
value of
minimum
lease
payments
Gross
investment
receivable in the lease
Unearned
finance
income
Present
value of
minimum
lease
payments
Gross
investment
receivable in the lease
Unearned
finance
income
Present
value of
minimum
lease
payments
receivable
Less than one year 264,331
S.
87,763 176,568 264,331 96,730 167,601 346,830 106.302 240,528
Between one and five years 925,154 139,838 785,316 1,057,320 181,420 875,900 1,057,320 225,902 831,418
More than five years 132,165 1,699 130,466
Sub-total \$1,189,485 227,601 961,884 1,321,651 278,150 1,043,501 1,536,315 333,903 1,202,412
Current 176,568
\$
167,601 240,528
Non-current 785,316 875,900 961,884
961,884 1,043,501 1,202,412
11
$\sim$

$(i)$ Bonds Payable

June 30,
2019
December 31,
2018
June 30,
2018
Issuance of unsecured overseas convertible
bonds
\$ 14,267,000 14,267,000
Conversion of convertible bonds to ordinary
shares
(14,267,000) (14,267,000)
S
For the three months ended June 30, For the six months ended
June 30,
2019 2018 2019 2018
Embedded derivatives-call
and put options and
conversion rights re-
measured at fair value
through loss (included
other gain and losses) S 140,266
Item The first unsecured overseas convertible bond
1. Issue amount USD 500,000 thousand
2. Issue par value USD 200 thousand
3. Issue period $2017.1.24 \sim 2022.1.24$
4. Bond expiration 5 years
5. Coupon rate 0%
6. Conversion price TWD 52.47 dollars
7. Conversion period The bondholder has the right to convert any bonds into shares that
are subject to the terms set forth in the contract. The bonds are
convertible anytime after 40 day from the issuance date (excluding
the issuance date itself).
8. Put option of bond holders (A)Each bondholder may require the Company to redeem, in whole
or in part, the convertible bonds at an amount, hereinafter
referred to as "Early Redemption Amount" (ERA), calculated at
par value, plus, interest compensation, which is calculated semi-
annually at the rate of 1.75% per annum, after 3 years from the
issuance date (excluding the issuance date itself).
(B) Each bondholder may redeem in advance, in whole or in part,
the convertible bond if the Company is delisted from the Taiwan
stock exchange.
(C) Each bondholder may redeem in advance, in whole or in part,
the convertible bonds if the Company meets all the conditions
on the changes in its rights of control in the contract.
9. Call option of issuer (A) The issuer may redeem, in whole or in part, the convertible
bonds at the ERA if the closing price of the Company's shares
which translated into US dollars at the prevailing rate for a
period of 20 trading days in any period of 30 consecutive
trading days is above 130 percent of the ERA multiplied the
conversion ratio and divided by par value.
(B) The issuer may redeem its outstanding convertible bonds at their
Early Redemption Amount if more than 90 per cent, in
principal, of the amount of the bonds have already been
converted, redeemed, repurchased or cancelled.
(C) The issuer may redeem, in whole or in part, or the convertible
bonds at their Early Redemption Amount if the Company has
become obliged to pay the additional interests and costs as a
result of any changes in, or amendment to, the laws or
regulations of the ROC.

23

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The host contract debt instruments and derivative conversion rights instruments were included in convertible bond, the host contract are measured at an effective annual rate equal to 1.6593%; the derivative conversion rights instruments are measured at fair value recognized in profit or loss. The Company approved to distribute its cash dividends for 2016 in the general meeting of stockholders held on May 26, 2017. As a result, the conversion price decreased to \$50.94 dollars since June 26, 2017 (ex-dividend date).

Because the bondholders had exercised the entire conversion rights, the first unsecured overseas convertible bond issued by the Company had been fully converted in the first quarter of 2018.

$(i)$ Lease liabilities

June 30, 2019
Future
minimum lease
Present Value
of minimum
payments Interest lease payments
Less than one year 200.673 1.528 199,145

The Group recognized its lease liability amounting to $$300,605$ , at the interest rate of 1.41%, upon the date of its initial application adapted on January 1, 2019, with a lease period maturing in June 2020.

The amount recognized in profit or loss were as follows:

For the three For the six
months ended months ended
June 30, 2019 June 30, 2019
Interest on lease liabilities 821 1.818
Expense relating to short-term and low-value lease assets 18.581 33,445

The amount recognized in the statement of cash flows of the Group was as follows:

For the six
months ended
June 30, 2019
Total cash outflow for leases 116.340

Land lease $(i)$

As of June 30, 2019, the Group leases its land with a period of 3 years. The lease included an option to terminate, which are exercisable only by the Group and not by the lessors. The lease payment changes annually based on a local price index.

(ii) Other lease

The Group leases parking lots and office spaces with contract terms ranging from one to five years. These leases are short-term or with low-value items. The Group applied the recognition exemptions and elected not to recognize its right-of-use assets and lease liabilities for these leases.

Employee benefits $(k)$

Defined benefit plan $(i)$

Management believes that there was no material volatility of the market, no material reimbursement and settlement or other material one-time events since prior fiscal year. As a result, the pension cost in the accompanying interim period was measured and disclosed according to the actuarial report as of December 31, 2018 and 2017.

The expenses recognized in profit or loss for the Group were as follows:

For the three months ended
June 30,
For the six months ended
June 30,
2019 2018 2019 2018
Operating cost 1.946 1.995 3,864 3,951
Operating expenses 1.021 969 2,067 .974
Total 2.967 2,964 5,931 5,925

$(ii)$ Defined contribution plans

The Group's expenses under the pension plan cost to the Bureau of local government were as follows:

For the three months ended
June 30,
For the six months ended
June 30,
2019 2018 2019 2018
Operating cost S 23,408 21,408 45,470 42,301
Operating expenses 16,216 13,719 33,806 29,733
Total ъ 39,624 35,127 79,276 72,034

$\Lambda$ Income tax

The Group's income tax expenses were as follows:

For the three months ended
June 30,
For the six months ended
June 30,
2019 2018 2019 2018
Current tax expense
Current period S 418,830 2,366 419,276 3,547
Surtax on undistributed
earnings
187,965 2,187,695 187,965 2,187,695
Deferred tax expense 49,924 49,924
Tax expense 656,719 2,190,061 657,165 2,191,242

The Group's tax expense recognized in other comprehensive income were as follows: $(i)$

For the three months ended
June 30,
For the six months ended
June 30,
2019 2019 2019 2018
Items that could not be
reclassified
subsequently to profit
or loss:
Remeasurement of
net defined benefit
plan 2,147 2,571
  • (ii) The Company's tax returns have been examined by the ROC tax authority through 2016.
  • (m) Capital and other equity

Except as described below, there was no material change in equity for the six months ended June 30, 2019 and 2018. Please refer to Note 6(o) of the consolidated financial statements as of and for the year ended December 31, 2018 for the related detail disclosures on equity.

Ordinary Share $(i)$

On February 27, and May 10, 2019, the Company's board of directors approved to issue the Company's ordinary shares deriving from the exercise of employee share options. The Company had issued 313 thousand and 89 thousand ordinary shares at par value, respectively, with an issuing prices of \$33.1 per share, which totaled \$4,020. All issued shares were paid up upon issuance and the related process for registration had been completed.

For the second quarter of 2019, the Company's ordinary shares were derived from the exercise of employee share options. Accordingly, the Company had issued 18,320 thousand ordinary shares, at issuing prices of \$33.1 per share, which totaled \$606,392, which was recognized as advance receipts for share capital as of June 30, 2019.

(ii) Capital surplus

June 30,
2019
December 31,
2018
June 30,
2018
Premium from the issuance of stock S 28,557,335 30,712,310 29,654,480
Employee stock option plans 2,667,441 2,844,690 2,672,994
Expired employee stock option plans 262,499
Change in equity of associates accounted
for using equity method
S 31,487,280 33,557,005 32, 327, 474

(iii) Retain earning

According to the Company's Articles of Incorporation, the Company's annual net profit, after providing for income tax and covering the losses of previous years, is first set aside for legal reserve at the rate of 10% thereof until the accumulated balance of legal reserve equals the total issued capital and any special reserves pursuant to relevant laws and regulations. The remainder, plus the undistributed earnings of the previous vears, are distributed or left undistributed for business purposes according to the resolution of the stockholders' dividend distribution plan, which are initially proposed by the board of directors and adopted by the shareholders in the annual stockholders' meeting.

As it belongs to a highly capital intensive industry with strong growth potential, the Company adopts a dividend distribution policy which is in line with its plans for product line expansion and the demand of fund. This policy requires that the distribution of cash dividends shall be equal to at least fifty percent (50%) of the Company's total dividend distribution every year.

$1)$ Legal reserve

In accordance with the ROC Company Act, 10% of net income should be set aside as legal reserve, until it is equal to share capital. When the Group incurs no loss, it may, in pursuant to a resolution to be adopted by a shareholders' meeting, distribute its legal reserve by issuing new shares or by cash. Only the portion of legal reserve which exceeds 25 percent of the paid-in capital may be distributed.

$2)$ Special Reserve

In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period total net reduction of other shareholders' equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders' equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders' equity shall qualify for additional distributions.

Earrings distribution $3)$

Earnings distribution for 2018 and 2017 were approved by the general meetings of shareholders were held on May 30, 2019 and May 24, 2018, respectively. The relevant dividend distributions to shareholders were as follows:

2018 For the year ended December 31,
Dividends
per share
Amount
Dividends attributable to ordinary shareholders:
Cash dividends S 7.11 21,700,000
2017 For the year ended December 31,
Dividends attributable to ordinary shareholders: Dividends
per share
Amount
Cash dividends S 3.51 10,879,288

(iv) Treasury shares

The Company repurchased shares from the securities exchange market based on section $28(2)$ of the Securities and Exchange Act and the movement in treasury shares were as follows:

Reasons for repurchase of shares
Transferring to employees Protecting the Company's
integrity and shareholders' equity
Total
thousand
shares
Amount thousand
shares
Amount thousand
shares
Amount
Balance as of January 1, 2019 20.000S 1,146,932 30,445 1,635,743 50,445 2,782,675
Repurchase for the period 19.691 1.029.878 19.691 1,029,878
Retirement for the period (50, 136) (2,665,621) (50, 136) (2,665,621)
Balance as of June 30, 2019 $20,000$ \$ 1,146,932 20,000 1,146,932

On February 27, 2019, the Company's board of directors approved to retire 50,136 thousand treasury shares, resulting in a decrease in ordinary shares amounting to \$501,360. The Company recognized the decrease in capital surplus of \$2,164,261, with the same record date as the capital reduction, due to the book value being higher than the par value of the treasury shares. The related process for registration had been completed.

In accordance with the requirements of Securities and Exchange Act, treasury shares held by the Company should not be pledged, and do not hold any shareholder rights before their transfer.

$(v)$ Other equity (net of tax)

Exchange
differences on
translation of
foreign financial
statements
Unrealized
losses from
financial assets
measured at
fair value
through other
comprehensive
income
Total
Balance as of January 1, 2019 \$
(179, 736)
(94,098) (273, 834)
Exchange differences on translation of
foreign financial statements
350,507 350,507
Unrealized gains from financial of assets
measured at fair value through other
comprehensive income, associates
accounted for using equity method 11,136 11,136
Balance as of June 30, 2019 170.771 (82,962) 87,809

(Continued)

Exchange
differences on
translation of
foreign financial
statements
Unrealized
losses from
financial assets
measured at
fair value
through other
comprehensive
income
Total
Balance as of January 1, 2018 \$ (39, 163) - (39, 163)
Exchange differences on translation of
foreign financial statements
12,208 12,208
Balance as of June 30, 2018 (26,955) (26,955)

$(n)$ Share-based payment

Except as described below, there was no material change on the share-based payment transactions for six months ended June 30, 2019 and 2018. Please refer to Note $6(p)$ of consolidated financial statements as of and for the year ended December 31, 2018 for related disclosures on share-based payment transactions.

Relevant information of employee stock option plans $(i)$

The Company:

For the six months ended June 30,
2019 2018
Weighted-
average
exercise
(price TWD)
Number of
options
(Thousand
Units)
Weighted-
average
exercise
(price TWD)
Number of
options
(Thousand
Units)
Outstanding at January 1, \$ 34.49 109.382 35.34 155,374
Options granted 33.10 (18, 526) 34.30 (41,018)
Options expired 35.60 (60, 367) ۰
Options forfeited 33.15 (464) 35.23 (1,807)
Outstanding at June 30, 33.14 30,025 35.72 112,549
Options exercisable at June 30, 33.12 6,873 36.72 65,112

(ii) Compensation cost

For the three months ended
June 30,
For the six months ended
June 30,
2019 2018 2019 2018
Compensation cost
arising from share
options granted to
employees
40,663
э
480,091 85,250 545,960

(o) Earnings per share

June 30, For the three months ended For the six months ended
June 30,
2019 2018 2019 2018
Basic earnings per share:
Net profit attributable to the
Company S 2,747,927 11,309,831 6,333,933 18,536,761
Weighted-average number of
ordinary shares outstanding
(basic) 3,039,514 3,075,379 3,037,276 3,051,949
Basic earnings per share (dollar) \$ 0.90 3.68 2.09 6.07
Diluted earnings per share:
Net profit attributable to the
Company (basic) S 2,747,927 11,309,831 6,333,933 18,536,761
Weighted-average number of
ordinary shares (basic)
3,039,514 3,075,379 3,037,276 3,051,949
Effect of employee share
option
22,767 86,157 25,521 88,249
Effect of employee
remuneration
5,753 18,281 14,746 23,562
Weighted-average number of
ordinary shares (diluted)
3,068,034 3,179,817 3,077,543 3,163,760
Diluted earnings per share
(dollar)
S 0.90 3.56 2.06 5.86

Revenue from contracts with customers $(p)$

$(i)$ Disaggregation of revenue

For the three months ended June 30, 2019
Japanese
department
USA
department
Manufacturing
department
Other
department
Total
Primary geographic markets:
Taiwan \$ 2,557 88,336 5,405,358 22,246 5,518,497
Turkey 51,749 51,749
Japan 350,672 350,672
Malaysia 193,089 3.280 196,369
Korea 60,780 799 49,985 111,564
China 409,971 662,657 4,042,697 404,772 5,520,097
USA 39,888 31,984 71,872
Thailand 12,767 74,523 47,773 135,063
Other countries 95,601 35,362 87,294 266,651 484,908
S 932,348 1,094,654 9,668,371 745,418 12,440,791
Major products/services line:
Dynamic Random Access
Memory (DRAM)
-\$ 932,348 1,094,373 9,628,791 745,418 12,400,930
Other 281 39,580 39,861
S 932,348 1,094,654 9,668,371 745,418 12,440,791

(Continued)

For the three months ended June 30, 2018
Japanese
department
USA
department
Manufacturing
department
Other
department
Total
Primary geographic markets:
Taiwan \$ 1,770 58,862 10,960,238 40,048 11,060,918
Turkey 116,572 116,572
Japan 433,992 433,992
Malaysia 145,094 149,524 294,618
Korea 62,177 294 87,090 149,561
China 431,060 2,574,649 8,096,176 519,854 11,621,739
Other countries 86,987 82,606 352,834 392,390 914,817
S 1,015,986 2,861,505 19,645,862 1,068,864 24,592,217
Major products/services line:
Dynamic Random Access
Memory (DRAM)
\$ 1,015,986 2,861,505 19,613,346 1,063,744 24,554,581
Other 37,636 37,636
S 1,015,986 2,861,505 19,650,982 1,063,744 24,592,217
For the six months ended June 30, 2019
Japanese
department
USA
department
Manufacturing
department
Other
department
Total
Primary geographic markets:
Taiwan \$ 7,106 122,065 10,524,005 48,916 10,702,092
Turkey 117,729 117,729
Japan 955,662 955,662
Malaysia 425,514 14,779 440,293
Korea 189,218 17,331 118,800 325,349
China 779,437 991,615 7,185,182 762,935 9,719,169
USA 96,724 70,037 166,761
Thailand 44,691 211,854 138,215 394,760
Other countries 123,971 96,638 181,328 588,844 990,781
\$ 2,100,085 1,961,741 18,232,346 1,518,424 23,812,596
Major products line:
Dynamic Random Access
Memory (DRAM)
\$ 2,100,085 1,961,183 18,155,480 1,518,424 23,735,172
Other 558 76,866 77,424
\$ 2,100,085 1,961,741 18,232,346 1,518,424 23,812,596
For the six months ended June 30, 2018
Japanese
department
USA
department
Manufacturing
department
Other
department
Total
Primary geographic markets:
Taiwan \$
4,556
85,965 18,741,595 87,982 18,920,098
Turkey 424,151 424,151
Japan 1,102,647 1,609 1,104,256
Malaysia 422,240 283,395 12,610 718,245
Korea 124,351 294 334.581 1.715 460,941
China 771,982 3,590,977 14,652,357 1,113,187 20,128,503
Other countries 141,571 196,675 604,740 690,476 1,633,462
2,145,107 4,296,151 34,616,668 2,331,730 43,389,656
Major products line:
Dynamic Random Access \$
Memory (DRAM)
2,145,107 4.296,151 34.547.739 2,331,730 43,320,727
Other 68,929 68,929
2,145,107 4,296,151 34,616,668 2,331,730 43,389,656

$(i)$ Contract balances

June 30,
2019
December 31,
2018
June 30,
2018
Notes receivable from operating
activities
\$ 481 4,212
Accounts receivable 7,335,028 9,772,558 14,753,310
Less: allowance for impairment (9,298) (9,274)
Total S 7,335,028 9,763,741 14,748,248

For details on notes and accounts receivable, and loss allowance for impairment, please refer to note $6(b)$ .

Remuneration to employees $(q)$

According to the Company's articles of incorporation, if the Company makes a profit, it should appropriate for employee remuneration to employees which is calculated based on 1% to 12% of the Company's net income before tax before deduction of employee remuneration to employees and after offsetting accumulated deficits, if any, should be distributed as employee remuneration to employees. Employees who are entitled to receive the above mentioned employee remuneration to employees, in shares or cash, include the employees of the subsidiaries of the Company who meet certain specific requirements.

The estimated employee remuneration which was charged to profit or loss under operating costs or expense amounted to $$151,785$ , $$941,104$ , $$371,087$ and $$1,520,949$ for the three months and six months ended June 30, 2019 and 2018, respectively. This employee remuneration to employees was estimated based on the Company's net income before tax before deducting any employee remuneration, according to the earnings allocation method as stated under the Company's articles of association. If there is any difference between the actual amounts and the estimated amounts of employee remuneration to employees after the financial reports are issued, the management of the Company is expecting that the differences will be treated as a changes in accounting estimates and recognized through profit or loss in the following year.

The estimated employee remuneration to employees which was charged to profit or loss under operating costs or expense amounted to \$1,740,000 for the year ended 2018, which is same as the amount approved by the Company's board of directors.

The difference between the estimated employee remuneration, which was stated in the financial statement for the year ended December 31, 2017, and the amount of actual distributions in 2018, amounted to \$1,362,183. The Company recognized difference of \$1,830 in profit or loss in 2018. The related information can be obtained from the Market Observation Post System website.

  • Non-operating income and expenses $(r)$
  • $(i)$ Other incomes
For the three months ended
June 30,
For the six months ended
June 30,
2019 2018 2019 2018
Interest income
Bank deposits and
short-term notes
\$ 333,773 168,730 702,299 371,462
Financial lease 24,742 30,929 50,548 63,824
S 358,515 199,659 752,847 435,286

(ii) Other gains and losses

For the three months ended For the six months ended
June 30, June 30,
2019 2018 2019 2018
Foreign exchange gains \$ 25,315 1,767,705 116,546 589,672
Net loss on financial
liabilities at fair value
through profit or loss (281, 107)
Gain on disposal of a
subsidiary
497
Reversal of impairment
gain (loss) on non-
financial assets
120,322 (4, 542) 120,322 100,861
(Loss) gain on disposals
of property, plant and
equipment (293) (287) 46
Others 32,478 26,991 68,138 58,176
177,822
S
1,790,154 304,719 468,145

(iii) Finance costs

For the three months ended
June 30,
For the six months ended
June 30,
2019 2018 2019 2018
Bank loans \$ 26
Amortization interest of
overseas convertible
bond
5,105
Financing from other
related parties
32 116 78 235
Amortization interest of
lease liabilities
821 1,818
Others 48 49 95 97
901 165 1,991 5.463

$(s)$ Financial instruments

Except for the contention mentioned below, there was no significant change in the fair value of the Group's financial instruments and degree of exposure to credit risk, liquidity risk and market risk arising from financial instruments. For the related information, please refer to note $6(w)$ of the consolidated financial statements for the year ended December 31, 2018.

$(i)$ Liquidity risk

The following are the remaining contractual maturities at the end of the reporting period of financial liabilities, including estimated interest payments but excluding the impact of netting agreements:

Carrying
amount
Contractual
cash flow
Within 6
months
6-12months 1-2years 2-5years Over 5 years
June 30, 2019
Non-derivative financial liabilities
Financing from other related parties s 3,609 3,738 65 3,673
Accounts payable (including related parties) 2,437,404 2,437,404 2,437,404
Other payables (including related parties) 31,300,723 31,300,723 31,300,723
Lease liabilities 199,145 200,673 100,337 100,336
S 33,940,881 33,942,538 33,838,529 104,009
December 31, 2018
Non-derivative financial liabilities
Financing from other related parties \$ 7,625 8,046 211 7,835
Accounts payable (including related parties) 4,579,702 4,579,702 4,579,702
Other payable (including related parties) 9,718,109 9,718,109 9,718,109
s 14,305,436 14,305,857 14,298,022 7,835
June 30, 2018
Non-derivative financial liabilities
Financing from other related parties \$ 12,556 12,990 261 12,729
Accounts payable (including related parties) 3,220,559 3,220,559 3,220,559
Other payables (including related parties) 20,800,170 20,800,170 2,800,170
s 24,033,285 24,033,719 6,020,990 12,729

It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.

Currency risk $(ii)$

Exposure to currency risk $\left| \right|$

The Group's significant exposure to foreign currency risk was as follows:

June 30, 2019 December 31, 2018 June 30, 2018
Financial assets: Foreign
currency
(in thousands)
Exchange
rate
(dollars)
New Taiwan
Dollars
Foreign
currency
(in thousands)
Exchange
rate
(dollars)
New Taiwan
Dollars
Foreign
currency
(in thousands)
Exchange
rate
(dollars)
New Taiwan
Dollars
Monetary items
USD \$
368,433
31,072 11,447,950 1,565,831 30.733 48,122,684 1,228,449 30.500 37,467,695
JPY 553,632 0.2877 159,280 3,219,721 0.2772 892,507 1,765,393 0.2765 488,131
EUR 28 35,2575 987 7 35.167 246 21 35.3440 742
Financial liabilities:
Monetary items
USD 100,280 31.072 3,115,900 135,655 30.733 4,169,085 126,181 30.500 3,848,521
JPY 1,681,530 0.2877 483,776 2,644,019 0.2772 732,922 1,120,416 0.2765 309,795
EUR 502 35,2575 17,699 4,387 35,167 154,278 789 35.3440 27,886

The Group's exposure to foreign currency risk arises from the translation of the foreign currency exchange fluctuations on cash and cash equivalents, accounts receivable, accounts payable and other payable (including related parties) which are denominated in different foreign currencies. A 1% depreciation of the TWD against the USD, EUR, JPY, as of June 30, 2019 and 2018 would have increased the net income before tax by \$79,908 and \$337,704 for the six months ended June 30, 2019 and 2018, respectively. This analysis assumes that all other variables remain constant and ignores any impact of forecasted sales and purchases. The analysis is performed on the same basis as prior year.

Since the Group has many kinds of functional currency, the information on foreign exchange loss on monetary items is disclosed by total amount. For the six months ended June 30, 2019 and 2018, foreign exchange gain (including realized and unrealized portions) amounted to \$116,546 and \$589,672, respectively.

$2)$ interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Group's financial liabilities.

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases by 1% when reporting to management internally, which also represents the Group management's assessment of the reasonably possible interest rate change.

If the interest rate had increased by 1 basis points, the Group's net income would have increased or decreased by \$36 and \$125 for the six months ended June 30, 2019 and 2018 with all other variable factors remaining constant. This is mainly due to the Group's borrowing at variable rates and investment in variable-rate bills.

  • (iii) Fair value of financial instruments
  • $1)$ Types and fair value of financial instruments

The fair value of financial liabilities was measured at recurring fair value. The carrying amount and fair value of the Group's financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, disclosure of fair value information is not required :

June 30, 2019

Fair Value
Book Value Level 1 Level 2 Level 3 Total
Financial assets measured at amortized
cost
Cash and cash equivalents S 60,860,911
Notes and accounts Receivable 7,335,028
Other receivables (including related
parties)
1,874,850
Lease payments receivable (including
current portion)
961,884
Total s 71,032,673
Financial liabilities measured at
amortized cost
Accounts payable (including related
parties)
\$ 2,437,404
Other payables (including related
parties)
31,304,332
Lease liabilities-current 199,145
Total s 33,940,881
December 31, 2018
Fair Value
Book Value Level 1 Level 2 Level 3 Total
Financial assets measured at amortized cost
Cash and cash equivalents \$ 57,384,006
Notes and accounts receivable, net 9,763,741
Other receivables 1,145,510
Lease payments receivable (including
current position)
1,043,501
Total 69,336,758
Financial liabilities measured at
amortized cost
Accounts payable (including related
parties)
\$ 4,579,702
Other payables (including related
parties)
9,725,734
Total 14,305,436

35

June 30, 2018
Fair Value
Book Value Level 1 Level 2 Level 3 Total
Financial assets measured at amortized
cost
Cash and cash equivalents S 61,536,556
Notes and accounts receivable, net 14,748,248
Other receivables 726,718
Lease payments receivable (including
current portion)
1,202,412
Total \$ 78,213,934
Financial liabilities measured at
amortized cost
Accounts payable (including related
parties)
\$ 3,220,559
Other payables (including related
parties)
20,812,726
Total 24,033,285

Valuation techniques for financial instruments not measured at fair value 2)

The Group's valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:

Financial assets and liabilities measured at amortized cost. $a)$

If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement.

However, if no quoted prices are available, the fair value is determined by discounted cash flows, using estimation and assumptions under existing market conditions which are obtainable by the Company.

  • There were no transfers from financial assets for the six months ended June 30, 2019 and $3)$ 2018.
  • $(t)$ Financial risk management

There were no significant changes in the Group's financial risk management and policies as disclosed in Note $6(y)$ of the consolidated financial statements for the year ended December 31, 2018.

$(u)$ Capital management

Management believes that the objectives, policies and processes of capital management of the Group has been applied consistently with those described in the consolidated financial statements for the year ended December 31, 2018. Also, management believes that there were no significant changes in the Group's capital management information as disclosed for the year ended December 31, 2018. Please refer to Note $6(z)$ of the consolidated financial statements for the year ended December 31, 2018 for further details.

$(v)$ The investing and financing activities on non-cash transactions

The Group's investing and financing activities on non-cash transactions for the three months ended June 30, 2019 and 2018 were as follows:

  • $(i)$ Acquisition of right-of-use assets by lease, please refer to $Note6(g)$ .
  • $(ii)$ Financing activities which did not affect the current cash flows:
For the six months ended
June 30,
2019 2018
Conversion of convertible bonds to ordinary shares $\blacksquare$ 3,240,750
Retirement of treasury shares 2.665.621 -

(iii) Reconciliation of liabilities arising from financing activities were as follows:

January 1, 2019 Cash flow Change in an index
of lease payment
Increased by other
payables
Interest expense June 30, 2019
Other payables to related parties 7.625 (4.016) 3,609
Lease liabilities 300.605 (83, 779) (2.776) (16.723) 1.818 199.145
308.230 (87,795) (2,776) (16, 723) 1.818 202,754

(7) Related-party transactions:

Names and relationship with related parties $(a)$

The following are entities that have had transactions with related party during the periods covered in the consolidated financial statements.

Name of related party Relationship with the Group
Nan Ya Photonics Incorporation The Group's other related parties
Formosa Technologies (Nanjing) Corporation The Group's other related parties
Formosa Sumco Technology Corporation The Group's other related parties
Formosa Advanced Technologies Co., Ltd.
(referred to as "FATC")
The Group's associates (Note)
Formosa Technologies Corporation The Group's other related parties
Formosa Biomedical Technology Corp. The Group's other related parties
Formosa Plastics Corporation The Group's other related parties
Formosa Heavy Industries Corp. (GZ) Ltd. The Group's other related parties
Formosa Waters Technology Co., Ltd. The Group's other related parties
Formosa Chemicals & Fiber Corporation The Group's other related parties
Formosa Heavy Industries Corporation The Group's other related parties
Formosa Transportation (Ning bo) Corp. The Group's other related parties
Formosa Petrochemical Corporation The Group's other related parties
Nan Ya Plastics Corporation The entity with significant influence over the Group

Note: FATC was the previous other related party of the Group. However, since the Company has significant influence over FATC, it became the Group's associates beginning July 25, 2018.

Significant transactions with related parties $(b)$

Purchase from related parties $(i)$

Purchases
For the three months ended
June 30,
For the six months ended
June 30,
Accounts payable to related parties
Relationship 2019 2018 2019 2018 June 30.
2019
December 31.
2018
June 30.
2018
Entities with significant influence
over the Group
J 16,619 14.646 61.464 29,750 5,286 5,626 5,413
Associates 661 984
Other related parties:
Formosa Sumco Technology
Corporation
376,403 429,063 783,354 848,590 270,681 322,068 290,788
Other related parties 113,274 32,144 170,356 54,614 6.971 4,370 6,937
S 506,957 475,853 1,016,158 932,954 282,938 332,064 303,138

The terms and pricing of purchase transactions with related parties were not significantly different from those offered by other vendors. The payment terms ranged from one to two months, which were no different from the payment terms given by other vendors.

$(ii)$ Consigned out for processing

Amount
Relationship For the three months ended
June 30,
For the six months ended
June 30,
Other payables to related parties
2019 2018 2019 2018 June 30.
2019
December 31.
2018
June 30,
2018
Associates 1,725,281 - 3,350,601 1.047.001 931,059
Other related parties:
Formosa Advanced
Technologies Co., Ltd
1,512,861 2,854,141 1,010,690
1.725.281 1,512,861 3,350,601 2,854,141 1,047,001 931,059 1,010,690

The term of transactions with the related parties above is 60 days after the end of each month when processed consigned goods are received.

(iii) Financing from related parties

Financial costs
For the three months ended
June 30,
For the six months ended
June 30,
Relationship 2019 2018 2019 2018
Other related parties:
Formosa Heavy Industries
Corp. (GZ) Ltd.
8 80
Formosa Transportation
(Ningbo) Corp.
45 45
Formosa Technologies
(Nanjing) Corporation
32 63 78 89
Formosa Heavy Industries
Corporation
21
\$ 32 116 78 235
Other payables to related parties
Balance of borrowings Interest payable
Relationship June 30,
2019
December 31.
2018
June 30,
2018
June 30.
2019
December 31,
2018
June 30.
2018
Other related parties:
Formosa Technologies (Nanjing) Corporation \$ 3,609 7,625 12,468 156 88

(iv) Property transactions

Acquisition of equipment $1)$

Acquisition price
June 30. For the three months ended For the six months ended
June 30.
Other payables to related parties
Relationship 2019 2018 2019 2018 June 30.
2019
December 31,
2018
June 30,
2018
Entities with significant influence
over the Group
391 178
Other related parties 1,586 340 3.697 104 5,076
1,586 340 4.088 104 5,254

Dividends receivables $(v)$

Other receivables due
from related parties
Relationship June 30, 2019
Associate:
Formosa Advanced Technologies Co., Ltd. 210.056

$\hat{\mathcal{L}}$

(vi) Leases

Amount
For the three months ended
June 30,
For the six months ended
June 30,
2019 2018 2019 2018
Entities with significant
influence over the
Group 13,592 56,270 24,094 112,374

The rentals charged to the entities with significant influence over the Company are determined based on the local market prices, and rents are paid monthly.

A three-year land lease contract was signed in July 2017. The total value of the contract was \$617,862. For the three months and six months ended 2018, the rent expense were amounting to $$50,664$ and $$101,602$ , respectively.

The Group applied IFRS 16, with a date of initial application on January 1, 2019. This lease transaction recognized the additional amounts of \$300,605 of right-of-use assets and lease liabilities. For the three months and six months ended March 31, 2019, the Group recognized the amount of \$821 and \$1,818, as interest expense, respectively. As of June 30, 2019, the balance of lease liabilities amounted to \$199,145.

Key management personnel compensation $(c)$

Key management personnel compensation comprised:

For the three months ended
June 30,
For the six months ended
June 30,
2019 2018 2019 2018
Short-term employee benefits \$ 11,206 9,970 23,963 22,232
Share-based payment 1.063 12,739 2.232 14,433
12.269 22,709 26,195 36,665

Please refer to Note $6(n)$ for the details of share-based payment.

(8) Pledged assets:

The Group's assets pledged to secure loans are as follows:

Pledged assets Object June 30,
2019
December 31,
2018
June 30,
2018
Other non-current
assets
Office leasing 5,251 5,137 $\blacksquare$

(9) Commitments and contingencies:

Significant commitments $(a)$

June 30,
2019
December 31,
2018
June 30,
2018
Guarantees for importation goods provided by
bank
1,035,000 1,035,000 1,035,000
Unused letters of credit 142.245 419.639 536,988
Total 1,177,245 1,454,639 1,571,988

(b) Contingent liabilities

  • $(i)$ In 2000, the Company was charged by Brazil's Ministry of Justice as being involved in the International Monopolies, which influences Brazil's DRAM market. Consequently, the Company, other large international companies and individuals are investigated at the same time. The Company has engaged counsels to properly handle it to ensure the Company's rights.
  • $(ii)$ In October 2016, Lone Star Silicon Innovations LLC (Lone Star) filed a lawsuit against Nanya Technology Corp. (Nanya) and two of its subsidiaries, Nanya Technology Corp., USA (NTC) USA) and Nanya Technology Corp., Delaware (NTC Delaware), to the US District Court of East Texas for patent infringement. The lawsuit was handed over to the US District Court of Northern California in July 2017, wherein it was denied in January 2018. Therefore, Lone Star appealed to the US Court of Appeals for the Federal Circuit on the said matter. The case is still in progress. The Group has engaged lawyers to handle the case to ensure its rights.
  • (iii) The original Joint Venture agreement signed by the Company, Micron Technology, Inc. and its related parties was terminated after Micron Semiconductor Co. completed its share-swap with Micron Technology Taiwan. Both parties had mutually agreed to sign a cooperation agreement, the details of the agreement were as follows:
  • The estimated cost for improving specific environmental safety and factory facilities in $\left| \right|$ mutually operating period of joint venture agreement amounted to US\$5,403 ten thousands; the Company agreed to share the 50% portion of the total costs and accrued it as expense of \$850,000 (USD27,015 thousand) to other payable. The Company will share the cost based on the actual amounts at the appointed time. As of June 30, 2019, the payment amounting to \$44,150 (USD1,460 thousand) had been recognized by the Company.
  • $2)$ The Company agreed to share the 50% portion of the total losses for penalty, improving costs and suspending operation before the date of share-swap in the following two to five years due to an existing event of environmental safety and factory facilities which violated the laws.

(10) Losses Due to Major Disasters: None

(11) Subsequent Events: None

$(12)$ Other:

(a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:

For the three months ended
June 30, 2019
For the three months ended
June 30, 2018
Cost of goods
sold
Operating
expenses
Total Cost of goods
sold
Operating
expenses
Total
Employee benefits
Salaries 730,203 476,364 1,206,567 1,560,807 822,312 2,383,119
Labor and health insurance 48.402 35.231 83,633 43,136 31,158 74,294
Pension expenses 25.354 17,237 42,591 23,403 14,688 38,091
Remuneration of directors 1,890 1.890 1,510 1,510
Other personnel expenses 17.992 5,919 23.911 16,884 5,600 22,484
Depreciation expenses 3,537,551 57,156 3,594,707 2,910,907 38.581 2,949,488
Amortization expenses 26,751 $\blacksquare$ 26,751 35,723 35,723
For the six months ended
June 30, 2019
For the six months ended
June 30, 2018
Cost of goods
sold
Operating
expenses
Total Cost of goods
sold
Operating
expenses
Total
Employee benefits
Salaries 1,429,922 938,076 2,367,998 2,578,988 1,412,812 3,991,800
Labor and health insurance 95,264 71,232 166,496 86,366 62,701 149,067
Pension expenses 49.334 35,873 85,207 46,252 31,707 77,959
Remuneration for directors 3,430 3,430 3.040 3,040
Other personnel expenses 35,731 11,762 47,493 33,683 11,093 44,776
Depreciation expenses 6,842,663 100.665 6,943,328 5,753,811 77,774 5,831,585
Amortization expenses 39,714 39,714 71,370 71.370

$(b)$ The Group's operations were not affected by seasonality or cyclicality factors.

(13) Other disclosures:

Information on significant transactions: $(a)$

The followings were the information on significant transactions required by the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" for the Group for the six months ended June 30, 2019:

  • $(i)$ Loans to other parties: None
  • Guarantees and endorsements for other parties: None $(ii)$
  • (iii) Securities held at the reporting date (excluding investment in subsidiaries, associates and joint ventures):

(In Thousands of New Taiwan Dollars)

Category and Ending balance
Name of holder name of
security
Relationship
with company
Account
title
Shares/Units
(thousands)
Carrying value Percentage of
ownership (%)
Fair value Note
The Company Memoright (Cavman) Financial assets measured l
Co Ltd. at amortized cost and fair
value through other
comprehensive income
  • (iv) Information regarding purchase or sale of securities for the period exceeding \$300 million or 20% of the capital stock: None
  • Acquisition of individual real estate with amount exceeding \$300 million or 20% of the Company's paid-in capital: None $(v)$
  • (vi) Disposal of individual real estate with amount exceeding \$300 million or 20% of the Company's paid-in capital: None
  • (vii) Related-party transaction for purchases and sales for which amounts exceeding \$100 million or 20% of the Company's paidin capital:
$\cdots$ . The momentum of $\cdots$ . The $\cdots$
Transactions with terms Notes/Accounts receivable (payable)
Transaction details different from others
Name of
company
Related party Nature of
relationship
Purchase
/Sale
Amount Percentage of
total
purchases/sales
Payment terms Unit price Payment
terms
Ending balance Percentage of total
notes/accounts
receivable (payable)
Note
The Company Nanya Technology
Corp., U.S.A.
Subsidiary (Sale) (1, 915, 309) $(8.09)\%$ O/A 60~90Days 965,951 12.95% (Note)
The Company Nanya Technology
Corp., Japan
Subsidiary (Sale) (2,039,451) $(8.61)\%$ O/A 180Days 602,166 8.07% (Note)
The Company Nanya Technology
Corp., GmbH
Subsidiary (Sale) (1, 377, 228) $(5.82)\%$ O/A 60~90Days 488,756 6.55% (Note)
The company Formosa Sumco
Technology
Corporation
Other related parties Purchase 783,354 12.61% O/A 60Days (270, 681) (11.10)%
Nanya
Technology
Corp., U.S.A
Nanya Technology
Corp
The parent comapny Purchase 1,915,309 100,00% O/A 60~90Days (965, 951) $(100.00)\%$ (Note)
Nanya
Technology
Corp., Japan
Nanva Technology
Corp
The parent company Purchase 2,039,451 100.00% O/A 180Days (602, 166) $(100.00)\%$ (Note)
Nanya
Technology
Corp., GmbH
Nanya Technology
Corp
The parent company Purchase 1,377,228 100.00% O/A 60~90Days (488, 756) $(100.00)\%$ (Note)

(In Thousands of New Taiwan Dollars)

Note: The transactions were written off in the consolidated financial statements.

(viii) Receivables from related parties with amounts exceeding \$100 million or 20% of the Company's paid-in capital:

(In Thousands of New Taiwan Dollars)
Name of Nature of Ending balance of Turnover Overdue Amounts received in Allowance
company Counter-party relationship accounts receivable rate Amount Action taken subsequent period for bad debts
from related parties
The Company Nanya Technology Corp., U.S.A. Subsidiarv 965.951 2.21 442,718
The Company Nanya Technology Corp., Japan Subsidiary 602,166 6.26 232,131
The Company Nanya Technology Europe GmbH Subsidiary 488.756 5.15 292.606
The Company Formosa Advanced Technologies Co., Ltd. Associates 210,056 $\overline{\phantom{0}}$ $\overline{\phantom{0}}$

$\alpha$ and

$\overline{1}$ $\overline{0}$

$\sim$ $\sim$

Note: the transactions were written off in the consolidated financial statements.

(ix) Trading in derivative instruments: None

$(x)$ Business relationships and significant intercompany transactions:

(In Thousands of New Taiwan Dollars)
Nature of Intercompany transactions
No. Name of company Name of counter-party relationship Account name Amount Trading terms Percentage of the consolidated
net revenue or total assets
$\bf{0}$ Nanya Technology Corp. Nanya Technology Corp., Sales 1,915,309 On the basis of general 8.04%
U.S.A conditions
$\bf{0}$ Nanya Technology Corp. Nanya Technology Corp., Sales 1,377,228 On the basis of general 5.78%
Japan conditions
0 Nanya Technology Corp. Nanya Technology Europe Sales 2,039,451 On the basis of general 8.56%
GmbH conditions
$\mathbf{0}$ Nanya Technology Corp. Nanya Technology Corp., Accounts receivable 965,951 On the basis of general 0.52%
IU.S.A conditions
0 Nanya Technology Corp. Nanya Technology Europe Accounts receivable 602,166 On the basis of general 0.32%
GmbH conditions
0 Nanya Technology Corp. Nanya Technology Corp., Accounts receivable 488,756 On the basis of general 0.26%
Uapan conditions

Note 1: Assigned numbers represent the following:

  1. 0 represents the parent company.

  2. The subsidiaries are represented numerically starting from 1.

Note 2: The terms of transactions are defined as follows:

    1. Parent company to subsidiary.
    1. Subsidiary to parent company.
    1. Subsidiary to Subsidiary.

Note 3: The business relationship and significant transactions between the parent company and the subsidiary only disclose the importations of sales and account receivable, didn't repeat about the purchase and account payable.

(b) Information on investees (excluding information on investees in Mainland China):

The following is the information on investees for the six months ended June 30, 2019:

(In Thousands of New Taiwan Dollars / Shares)

Main Original investment amount Balance as of June 30, 2019 Net income Share of
Name of investor Name of investee Location businesses and products June 30,
2019
December 31.
2018
Shares
(thousands)
Percentage of
ownership
Carrying
value
of investee profits
of investee
Note
The Company Nanya Technology Corp., U.S.A. U.S.A. Sales of semiconductor products 20,392 20,392 $\sim$ 100.00% 150.705 12.489 12,489 (Note I)
The Company Nanya Technology Corp., Delaware U.S.A Design of semiconductor products 36,005 36,005 100.00 % 160,540 9,328 9,328 (Notel)
The Company Nanya Technology Corp., HK Hong Kong Sales of semiconductor products 66,271 66,271 20 1 100.00% 56,043 3,503 3,503 (Notel)
The Company Nanya Technology Corp., Japan Japan Sales of semiconductor products 20,161 20,161 100.00% 183,558 9.705 9.705 (Notel)
The Company Nanya Technology International, Ltd. British General investment business 30,888,000 30,888,000 100 00 % 31,605,119 527,885 527,885 (Note 1)
Virgin Island
The Company Formosa Advanced Technologies
Co., Ltd.
Yunlin Assembling, testing and producing
modules for IC
3,049,999 3,049,999 84,022 19.00% 2,909,089 600.189 101,406 (Note 2)
Nanya Technology Corp, HK Nanya Technology Europe GmbH Germany Sales of semiconductor products 30,056 30,056 100.00% 66,056 3,038 3,038 (Notel)

Note: (1)The transactions were written off in the consolidated financial statements.

(2) Investment accounted for using equity method.

(c) Information on investment in mainland China:

(i) The names of investees in Mainland China, the main businesses and products, and other information:

(In Thousands of New Taiwan Dollars)
Main Total Accumulated
outflow of
Investment flows Accumulated
outflow of
Net
income
Accumulated
businesses
Name of
and
amount
of paid-in
Method
пf
investment from
Taiwan as of
investment from
Taiwan as of
(losses)
of the
Percentage Investment
of
income Book remittance of
earnings in
investee
products
capital investment January 1, 2019. Outflow Inflow June 30, 2019 investee ownership (losses) value current period
Nanya Technology Corp.,
Sales of semiconductor
Shenzhen
products
(USD985,
thousand)
30.606 (Note 1) 30,606
USD985
thousand)
30,606
(USD985)
thousand)
(485) 100.00% (485) 13,717

Note 1: Indirect investment in Nanya Technology Corp., Shenzhen through Nanya Technology Corp., HK.
Note 2: The transactions were written off in the consolidated financial statements.

(ii) Limitation on investment in Mainland China:

(In Thousands of New Taiwan Dollars)

Accumulated Investment in Mainland China as
of June 30, 2019 (Note 1)
Investment Amounts Authorized by
Investment Commission, MOEA (Note 1)
Upper Limit on Investment
(Note 2)
30.606 30,606 89,742,874
(USD985 thousand) (USD985 thousand)

Note 1: The exchange rate of New Taiwan dollars to US dollars on June 30, 2019 was USD1: TWD 31.072.

Note 2:60% of net equity.

(iii) Significant transactions: None

(14) Segment information:

For the three months ended June 30, 2019
Japanese
division
USA
division
Manufacturing
divisions
Others
divisions
Adiustments
and eliminated
Total
Revenue:
From external customers S 932.348 1.094.187 9,681,489 732,767 12,440,791
From sales among intersegments 467 2,668,039 101,499 (2,770,005)
Total revenue 932,348 1,094,654 12,349,528 834,266 (2,770,005) 12,440,791
Reportable segment profit or loss (17, 674) 7,009 3,404,284 271,057 (260, 030) 3,404,646
For the three months ended June 30, 2018
Japanese
division
USA
division
Manufacturing
divisions
Others
divisions
Adiustments
and eliminated
Total
Revenue:
From external customers \$ 1,015,986 2,861,059 19,663,798 1,051,374 24,592,217
From sales among intersegments 446 4,857,004 90,643 (4,948,093)
Total revenue 1,015,986 2,861,505 24,520,802 1,142,017 (4,948,093) 24,592,217
Reportable segment profit or loss 65,407 3,585 13,499,193 10,910 (79, 203) 13,499,892
For the six months ended June 30, 2019
Japanese
division
USA
division
Manufacturing
divisions
Others
divisions
Adjustments
and eliminated
Total
Revenue:
From external customers s 2,100,085 1,960,811 18,256,747 1,494,953 23,812,596
From sales among intersegments 930 5,425,905 202,914 (5,629,749)
Total revenue 2,100,085 1,961,741 23,682,652 1,697,867 (5,629,749) 23,812,596
Reportable segment profit or loss 9,587 12.489 6.990.290 541.642 (562, 910) 6,991,098
For the six months ended June 30, 2018
Japanese
division
USA
division
Manufacturing
divisions
Others
divisions
Adjustments
and eliminated
Total
Revenue:
From external customers 2,145,107
s
4,295,265 34,634,603 2,314,681 43,389,656
From sales among intersegments 886 8,458,320 159,734 (8,618,940)
Total revenue 2,145,107 4,296,151 43,092,923 2,474,415 (8,618,940) 43,389,656
Reportable segment profit or loss (23, 205) 4,652 20,726,665 25,918 (6, 802) 20,727,228
Japanese
division
USA
division
Manufacturing
divisions
Others
divisions
Adjustments
and eliminated
Total
Reportable segment assets
Balance at June 30, 2019 794,455 1,129,961 185,351,237 32,376,774 (34, 303, 299) 185,349,128
Balance at December 31, 2018 882,323 2,654,957 203,166,038 31,591,529 (55,709,034) 182,585,813
Balance at June 30, 2018 845,845 2,210,658 174,149,714 1,124,703 (4, 181, 957) 174,148,963
Japanese
division
USA
division
Manufacturing
divisions
Others
divisions
Adjustments
and eliminated
Total
Reportable segment liabilities
Balance at June 30, 2019 604,163 967,249 35,779,781 555,072 (2,128,593) 35,777,672
Balance at December 31, 2018 708,537 2,506,403 38,258,740 652,582 (24, 447, 747) 17,678,515
Balance at June 30, 2018 689,462 2,083,361 27,287,557 881,110 (3,654,683) 27,286,807