As filed with the Securities and Exchange Commission on April 25, 201923, 2020

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM20-F

 

 

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20182019

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 001–37928

 

 

LOGO南茂科技股份有限公司

(Exact Name of Registrant as Specified in Its Charter)

 

 

ChipMOS TECHNOLOGIES INC.

(Translation of Registrant’s Name into English)

Republic of China

(Jurisdiction of Incorporation or Organization)

No. 1, R&D Road 1, Hsinchu Science Park

Hsinchu, Taiwan

Republic of China

(Address of Principal Executive Offices)

Silvia Su

Vice President, Finance and Accounting Management Center

ChipMOS TECHNOLOGIES INC.

No. 1, R&D Road 1, Hsinchu Science Park

Hsinchu, Taiwan

Republic of China

Telephone: (886) 3 577 0055

Facsimile: (886) 3 566 8981

(Name, Telephone,E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Trading

Symbol(s)

 

Name of Each Exchange

on Which Registered

Common Shares, par value NT$10 per share*IMOS* The NASDAQ Global Select Market*

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2018, 727,264,7972019, 727,240,126 Common Shares, par value NT$10 each, were outstanding (not including 25,592,885 Common Shares held by the Company).outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15)(d)15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  ☐        AcceleratedFiler  ☒        Non-Accelerated Filer  ☐        Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

 

USU.S. GAAP  ☐

  

International Financial Reporting Standards as issued

by the International Accounting Standards Board  ☒

  Other  ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  ☐    Item 18  ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    Yes  ☐    No  ☒

*

*

Not for trading, but only in connection with the listing on The NASDAQ Global Select Market of American Depositary Receipts evidencing American Depositary Shares (the “ADSs”), each representing twenty common shares of ChipMOS TECHNOLOGIES INC.

 

 

 


TABLE OF CONTENTS

ChipMOS TECHNOLOGIES INC.

 

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

   1
PART I2 

Item 1.

 

Identity of Directors, Senior Management and Advisers

   2 

Item 2.

 

Offer Statistics and Expected Timetable

   2 

Item 3.

 

Key Information

   2 

Item 4.

 

Information on the Company

   1920 

Item 4A.

 

Unresolved Staff Comments

   4443 

Item 5.

 

Operating and Financial Review and Prospects

   4543 

Item 6.

 

Directors, Senior Management and Employees

   6360 

Item 7.

 

Major Shareholders and Related Party Transactions

   6764 

Item 8.

 

Financial Information

   6865 

Item 9.

 

The Offer and Listing

   6966 

Item 10.

 

Additional Information

   6966 

Item 11.

 

Quantitative and Qualitative Disclosure about Market Risk

   8280 

Item 12.

 

Description of Securities Other Than Equity Securities

   8381
PART II82 

Item 13.

 

Defaults, Dividend, Arrearages and Delinquencies

   8482 

Item 14.

 

Material Modifications to the Rights of Security Holders and Use of Proceeds

   8582 

Item 15.

 

Controls and Procedures

   8583 

Item 16A.

 

Audit Committee Financial Expert

   8683 

Item 16B.

 

Code of Ethics

   8684 

Item 16C.

 

Principal Accountant Fees and Services

   8684 

Item 16D.

 

Exemptions from the Listing Standards for Audit Committees

   8684 

Item 16E.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

   8684 

Item 16F.

 

Change in Registrant’s Certifying Accountant

   8885 

Item 16G.

 

Corporate Governance

85
PART III   88 

Item 17.

 

Financial Statements

   9188 

Item 18.

 

Financial Statements

   9188 

Item 19.

 

Exhibits

   9188 


CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF

THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Except for historical matters, the matters discussed in this Annual Report on Form20-F are forward-looking statements that are subject to a number of significant risks and uncertainties and are based on information as of the date hereof. These statements are generally indicated by the use of forward-looking terminology such as the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, “will”, “could”, “might”, “should” and other words and phrases of similar import that express an indication of actions or results of actions that may or are expected to occur in the future. These statements appear in a number of places throughout this Annual Report on Form20-F and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report on Form20-F. Important factors that could cause those differences include, but are not limited to:

 

the volatility of the semiconductor industry and the market forend-user applications for semiconductor products;

 

overcapacity in the semiconductor assembly and testtesting markets;

 

the increased competition from other companies and our ability to retain and increase our market share;

 

our ability to successfully develop new technologies and remain a technological leader;

 

our ability to maintain control over capacity expansion and facility modifications;

 

our ability to generate growth or profitable growth;

 

our ability to hire and retain qualified personnel;

 

our ability to acquire required equipment and supplies to meet customer demand;

 

our ability to raise debt or equity financing as required to meet certain existing obligations;

 

our reliance on the business and financial condition of certain major customers;

 

the success of any of our future acquisitions, investments or joint ventures;

 

the outbreak of contagious disease and occurrence of earthquakes, typhoons and other natural disasters, as well as industrial accidents;

 

the political stability of the regions in which we conduct operations;

 

general local and global economic and financial conditions;

the potential impact of the Coronavirus Disease 2019(“COVID-19”) pandemic on our operations or the operations of our supply chain or our customers; and

 

other factors set forth under the heading “Item 3. Key Information—Risk Factors” of this Annual Report on Form20-F.

The factors identified above are believed to be important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by us. Other factors not discussed herein could also have material adverse effects on us. All forward-looking statements included in this Annual Report on Form20-F are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update any forward-looking statement (or its associated cautionary language), whether as a result of new information or future events.

Forward-looking statements include, but are not limited to, statements regarding our strategy and future plans, future business condition and financial results, our capital expenditure plans, our capacity expansion plans, our investments in Mainland China, technological upgrades, investment in research and development, future market demand, future regulatory or other developments in our industry. Please see “Item 3. Key Information—Risk Factors” for a further discussion of certain factors that may cause actual results to differ materially from those indicated by our forward-looking statements.

This Annual Report on Form20-F includes, refers to, or incorporates by reference, as applicable, financial statements and other financial information based on International Financial Reporting Standards (“IFRSs”).

PART I

 

Item 1.

Identity of Directors, Senior Management and Advisers

Not applicable.

 

Item 2.

Offer Statistics and Expected Timetable

Not applicable.

 

Item 3.

Key Information

Selected Financial and Operating Data

The following tables set forth our selected consolidated financial data. As a result of the unprecedented transaction of the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD. (“ChipMOS Bermuda”) accounted as capital reorganization and the joint-venture agreement which reclassified Unimos Microelectronics (Shanghai) Co., Ltd. (“Unimos Shanghai”) (formerly known as ChipMOS TECHNOLOGIES (Shanghai) LTD.) as discontinued operations (see “Item 5. Operating and Financial Review and Prospects—Recent Acquisitions”), the following financial data as of and for the years ended December 31, 2014 and 2015 werewas restated retrospectively. The selected consolidated statements of financial position data as of December 31, 2017 and 2018 andinformation set out below has been extracted from our consolidated incomefinancial statements prepared in accordance with International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and cash flows dataSIC Interpretations (SIC) issued by the International Accounting Standards Board (IASB) (collectively, “IFRSs”). Our consolidated financial statements for the years ended December 31, 2016, 2017, 2018 and 20182019, are derived from our audited consolidatedincluded in “Item 18. Financial Statements” in this Form20-F.

We implemented the new standard IFRS 16 “Leases” effective as of January 1, 2019, and applied the simplified retrospective method, withright-of-use assets measured at an amount equal to the lease liabilities, adjusted by the amount of the lease obligations payable relating to those leases recognized in the statements of financial statements included herein,position immediately before the date of initial application and will not restate prior years. All financial data should be read in conjunction with “Item 5. Operating and Financial Review and Prospects.” All financial data presented in this Form20-F are qualified in their entirety by reference to these auditedthe consolidated financial statements and related notes beginning on pageF-1 of this Annual Report on Form20-F. The selected consolidated statements of financial position data as of December 31, 2014, 2015 and 2016, and the consolidated income statements and cash flows data for the year ended December 31, 2014 and 2015, are derived from our consolidated financial statements not included herein.their notes.

  Year ended December 31, 
  2014  2015  2016  2017  2018  2018 
  NT$  NT$  NT$  NT$  NT$  US$ 
  (in millions, except per share data and per ADS data) 

Consolidated Income Statements Data:

      

Revenue

 $20,829.0  $18,837.1  $18,387.6  $17,940.9  $18,480.0  $603.7 

Cost of revenue

  (15,716.5  (14,685.5  (14,745.5  (14,703.7  (15,050.0  (491.6
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

  5,112.5   4,151.6   3,642.1   3,237.2   3,430.0   112.1 

Research and development expenses

  (678.8  (747.8  (838.9  (985.9  (939.3  (30.7

Sales and marketing expenses

  (96.3  (90.3  (72.9  (64.4  (53.4  (1.7

General and administrative expenses

  (712.8  (770.1  (822.1  (639.8  (485.1  (15.9

Other operating income (expenses), net

  26.2   105.1   90.3   692.8   147.5   4.8 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

  3,650.8   2,648.5   1,998.5   2,239.9   2,099.7   68.6 

Finance costs

  (133.8  (142.5  (179.1  (217.3  (190.3  (6.2

Share of profit (loss) of associates

  —     31.3   28.9   (179.5  (300.1  (9.8

Othernon-operating income (expenses), net

  1,185.9   308.8   (147.9  (310.7  173.1   5.6 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit before income tax

  4,702.9   2,846.1   1,700.4   1,532.4   1,782.4   58.2 

Income tax expense

  (1,036.2  (935.9  (177.1  (550.5  (456.6  (14.9
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit from the continuing operations

  3,666.7   1,910.2   1,523.3   981.9   1,325.8   43.3 

Profit (loss) from the discontinued operations

  82.2   (34.2  (122.1  1,815.0   —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

 $3,748.9  $1,876.0  $1,401.2  $2,796.9  $1,325.8  $43.3 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Attributable to:

      

Equity holders of the Company—continuing operations

 $3,274.0  $2,164.5  $1,829.3  $981.9  $1,325.8  $43.3 

Equity holders of the Company—discontinued operations

  82.2   (34.2  (122.1  1,815.0   —     —   

Predecessors’ interests

  (142.0  (291.4  (306.0  —     —     —   

Non-controlling interests

  534.7   37.1   —     —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 $3,748.9  $1,876.0  $1,401.2  $2,796.9  $1,325.8  $43.3 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Basic earnings per share:

      

Equity holders of the Company—continuing operations

 $3.81  $2.47  $2.13  $1.16  $1.65  $0.05 

Equity holders of the Company—discontinued operations

  0.10   (0.04  (0.14  2.14   —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Equity holders of the Company

  3.91   2.43   1.99   3.30   1.65   0.05 

Predecessors’ interests

  (0.17  (0.33  (0.35  —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 $3.74  $2.10  $1.64  $3.30  $1.65  $0.05 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Diluted earnings per share:

      

Equity holders of the Company— continuing operations

 $3.78  $2.44  $2.11  $1.13  $1.63  $0.05 

Equity holders of the Company—discontinued operations

  0.09   (0.04  (0.14  2.10   —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Equity holders of the Company

  3.87   2.40   1.97   3.23   1.63   0.05 

Predecessors’ interests

  (0.16  (0.33  (0.35  —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 $3.71  $2.07  $1.62  $3.23  $1.63  $0.05 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Basic earnings per equivalent ADS:

      

Equity holders of the Company—continuing operations

 $76.25  $49.34  $42.56  $23.20  $33.03  $1.08 

Equity holders of the Company—discontinued operations

  1.92   (0.78  (2.84  42.87   —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Equity holders of the Company

  78.17   48.56   39.72   66.07   33.03   1.08 

Predecessors’ interests

  (3.31  (6.64�� (7.12  —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 $74.86  $41.92  $32.60  $66.07  $33.03  $1.08 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Diluted earnings per equivalent ADS:

      

Equity holders of the Company—continuing operations

 $75.62  $48.73  $42.21  $22.68  $32.59  $1.06 

Equity holders of the Company—discontinued operations

  1.90   (0.77  (2.82  41.93   —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Equity holders of the Company

  77.52   47.96   39.39   64.61   32.59   1.06 

Predecessors’ interests

  (3.28  (6.56  (7.06  —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 $74.24  $41.40  $32.33  $64.61  $32.59  $1.06 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Weighted-average number of shares outstanding:

      

Basic

  858.7   877.4   859.6   846.7   802.7   802.7 

Diluted

  865.8   888.3   866.8   865.8   813.7   813.7 

  Year ended December 31, 
  2015  2016  2017  2018  2019  2019 
  NT$  NT$  NT$  NT$  NT$  US$ 
  (in millions, except per share data and per ADS data) 

Consolidated Statements of Comprehensive Income Data:

      

Revenue

 $18,837.1  $18,387.6  $17,940.9  $18,480.0  $20,337.9  $680.0 

Cost of revenue

  (14,685.5  (14,745.5  (14,703.7  (15,050.0  (16,411.8  (548.7
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

  4,151.6   3,642.1   3,237.2   3,430.0   3,926.1   131.3 

Research and development expenses

  (747.8  (838.9  (985.9  (939.3  (1,007.6  (33.7

Sales and marketing expenses

  (90.3  (72.9  (64.4  (53.4  (56.1  (1.9

General and administrative expenses

  (770.1  (822.1  (639.8  (485.1  (498.2  (16.6

Other operating income (expenses), net

  105.1   90.3   692.8   147.5   92.9   3.1 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

  2,648.5   1,998.5   2,239.9   2,099.7   2,457.1   82.2 

Finance costs

  (142.5  (179.1  (217.3  (190.3  (180.2  (6.0

Share of profit (loss) of associates

  31.3   28.9   (179.5  (300.1  (154.9  (5.2

Gain on disposal of investment in associates

  —     —     16.9   —     973.6   32.6 

Othernon-operating income (expenses), net

  308.8   (147.9  (327.6  173.1   (73.3  (2.5
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit before income tax

  2,846.1   1,700.4   1,532.4   1,782.4   3,022.3   101.1 

Income tax expense

  (935.9  (177.1  (550.5  (456.6  (513.7  (17.2
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit from continuing operations

  1,910.2   1,523.3   981.9   1,325.8   2,508.6   83.9 

Profit (loss) from discontinued operations

  (34.2  (122.1  1,815.0   —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

 $1,876.0  $1,401.2  $2,796.9  $1,325.8  $2,508.6  $83.9 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income for the year, net of income tax

 $1,828.8  $1,164.8  $2,607.0  $1,293.0  $2,381.3  $79.6 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) attributable to:

      

Equity holders of the Company—continuing operations

 $2,164.5  $1,829.3  $981.9  $1,325.8  $2,508.6  $83.9 

Equity holders of the Company—discontinued operations

  (34.2  (122.1  1,815.0   —     —     —   

Predecessors’ interests

  (291.4  (306.0  —     —     —     —   

Non-controlling interests

  37.1   —     —     —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 $1,876.0  $1,401.2  $2,796.9  $1,325.8  $2,508.6  $83.9 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income (loss) attributable to:

      

Equity holders of the Company—continuing operations

 $2,167.2  $1,788.9  $1,079.7  $1,293.0  $2,381.3  $79.6 

Equity holders of the Company—discontinued operations

  (62.1  (318.1  1,527.3   —     —     —   

Predecessors’ interests

  (291.4  (306.0  —     —     —     —   

Non-controlling interests

  15.1   —     —     —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 $1,828.8  $1,164.8  $2,607.0  $1,293.0  $2,381.3  $79.6 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Basic earnings per share:

      

Equity holders of the Company—continuing operations

 $2.47  $2.13  $1.16  $1.65  $3.45  $0.12 

Equity holders of the Company—discontinued operations

  (0.04  (0.14  2.14   —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Equity holders of the Company

  2.43   1.99   3.30   1.65   3.45   0.12 

Predecessors’ interests

  (0.33  (0.35  —     —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 $2.10  $1.64  $3.30  $1.65  $3.45  $0.12 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Diluted earnings per share:

      

Equity holders of the Company—continuing operations

 $2.44  $2.11  $1.13  $1.63  $3.40  $0.11 

Equity holders of the Company—discontinued operations

  (0.04  (0.14  2.10   —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Equity holders of the Company

  2.40   1.97   3.23   1.63   3.40   0.11 

Predecessors’ interests

  (0.33  (0.35  —     —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 $2.07  $1.62  $3.23  $1.63  $3.40  $0.11 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Basic earnings per equivalent ADS:

      

Equity holders of the Company—continuing operations

 $49.34  $42.56  $23.20  $33.03  $69.00  $2.31 

Equity holders of the Company—discontinued operations

  (0.78  (2.84  42.87   —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Equity holders of the Company

  48.56   39.72   66.07   33.03   69.00   2.31 

Predecessors’ interests

  (6.64  (7.12  —     —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

    

 $41.92  $32.60  $66.07  $33.03  $69.00  $2.31 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   As of December 31, 
   2014   2015   2016   2017   2018   2018 
   NT$   NT$   NT$   NT$   NT$   US$ 
   (in millions) 

Consolidated Statements of Financial Position Data:

            

Non-current assets:

            

Available-for-sale financial assets

  $217.7   $10.0   $10.0   $20.9   $—     $—   

Non-current financial assets at fair value through profit or loss

   —      —      —      —      11.5    0.4 

Non-current financial assets at fair value through the other comprehensive income

   —      —      —      —      174.4    5.7 

Investment in associates

   —      346.3    369.3    3,433.3    3,863.7    126.2 

Non-current financial assets at amortized cost

   —      —      —      —      99.1    3.2 

Property, plant and equipment

   13,604.1    14,211.6    13,497.2    15,265.3    16,819.6    549.5 

Othernon-current assets

   315.9    341.6    523.5    339.4    277.3    9.0 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   14,137.7    14,909.5    14,400.0    19,058.9    21,245.6    694.0 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current assets:

            

Inventories

   1,704.7    1,667.7    1,878.0    1,929.2    1,778.8    58.1 

Current financial assets at amortized cost

   —      —      —      —      169.2    5.5 

Current contract assets

   —      —      —      —      299.8    9.8 

Accounts and notes receivable

   4,876.7    3,890.5    4,140.2    4,015.8    4,747.4    155.1 

Other current assets

   1,088.5    422.8    201.3    220.3    250.4    8.2 

Cash and cash equivalents

   15,265.2    12,127.4    7,571.4    8,035.7    4,642.5    151.7 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   22,935.1    18,108.4    13,790.9    14,201.0    11,888.1    388.4 

Non-current assets held for sale

   —      —      3,105.1    —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   22,935.1    18,108.4    16,896.0    14,201.0    11,888.1    388.4 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $37,072.8   $33,017.9   $31,296.0   $33,259.9   $33,133.7   $1,082.4 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity and liabilities:

            

Equity attributable to equity holders of the Company

  $18,083.9   $18,906.9   $16,247.7   $18,120.9   $18,021.2   $588.7 

Non-controlling interests

   2,621.6    —      —      —      —      —   

Predecessors’ interests

   2,490.7    2,127.5    —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity

   23,196.2    21,034.4    16,247.7    18,120.9    18,021.2    588.7 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-current liabilities:

            

Long-term bank loans

   4,560.0    4,985.8    9,687.7    7,498.9    9,042.1    295.4 

Long-term lease obligations payable

   —      —      29.3    18.1    —      —   

Othernon-current liabilities

   586.9    610.8    641.0    679.0    830.6    27.1 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   5,146.9    5,596.6    10,358.0    8,196.0    9,872.7    322.5 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current liabilities:

            

Current contract liabilities

   —      —      —      —      1.5    0.1 

Accounts payable

   1,074.9    708.5    825.1    688.2    637.6    20.8 

Payable to contractors and equipment suppliers

   1,307.5    524.0    550.3    713.3    1,516.7    49.6 

Other payables

   1,905.3    1,868.7    1,412.1    1,980.2    1,678.7    54.8 

Other current liabilities

   1,165.5    588.1    241.6    436.9    640.1    20.9 

Long-term lease obligations payable, current portion

   —      —      11.3    11.8    17.8    0.6 

Long-term bank loans, current portion

   1,508.2    1,548.7    1,062.3    2,143.2    747.4    24.4 

Short-term bank loans

   1,768.3    1,148.9    —      969.4    —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   8,729.7    6,386.9    4,102.7    6,943.0    5,239.8    171.2 

Liabilities directly related tonon-current assets held for sale

   —      —      587.6    —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   8,729.7    6,386.9    4,690.3    6,943.0    5,239.8    171.2 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

   13,876.6    11,983.5    15,048.3    15,139.0    15,112.5    493.7 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity and liabilities

  $37,072.8   $33,017.9   $31,296.0   $33,259.9   $33,133.7   $1,082.4 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Year ended December 31, 
  2015  2016  2017  2018  2019  2019 
  NT$  NT$  NT$  NT$  NT$  US$ 
  (in millions, except per share data and per ADS data) 

Diluted earnings per equivalent ADS:

      

Equity holders of the Company—continuing operations

 $ 48.73  $ 42.21  $ 22.68  $ 32.59  $68.06  $2.28 

Equity holders of the Company—discontinued operations

  (0.77  (2.82  41.93   —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Equity holders of the Company

  47.96   39.39   64.61   32.59   68.06   2.28 

Predecessors’ interests

  (6.56  (7.06  —     —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 $ 41.40  $ 32.33  $ 64.61  $ 32.59  $68.06  $2.28 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Weighted-average number of shares outstanding:

      

Basic

  877.4   859.6   846.7   802.7   727.1   727.1 

Diluted

  888.3   866.8   865.8   813.7   737.1   737.1 

   Year ended December 31, 
   2014  2015  2016  2017  2018  2018 
   NT$  NT$  NT$  NT$  NT$  US$ 
   (in millions) 

Consolidated Statement of Cash Flows Data:

       

Capital expenditures

  $3,568.2  $3,644.6  $4,691.0  $4,849.3  $4,945.6  $161.6 

Depreciation and amortization

   2,909.0   3,021.9   3,231.3   2,899.3   3,376.6   110.3 

Net cash provided by (used in):

       

Operating activities

   5,599.9   5,395.8   3,688.0   4,157.3   4,129.2   134.9 

Investing activities

   (3,325.4  (4,504.2  (4,556.7  (3,493.4  (5,129.3  (167.6

Financing activities

   (418.8  (4,028.9  (3,223.9  (550.8  (2,400.4  (78.4

Effect of exchange rate changes

   36.7   (0.5  (73.5  (38.6  7.3   0.2 

Net increase (decrease) in cash and cash equivalents

  $1,892.4  $(3,137.8 $(4,166.1 $74.5  $(3,393.2 $(110.9

  As of December 31, 
  2015  2016  2017  2018  2019  2019 
  NT$  NT$  NT$  NT$  NT$  US$ 
  (in millions) 

Consolidated Statements of Financial Position Data:

      

Non-current assets:

      

Available-for-sale financial assets

 $10.0  $10.0  $20.9  $—    $—    $—   

Non-current financial assets at fair value through profit or loss

  —     —     —     11.5   11.0   0.4 

Non-current financial assets at fair value through the other comprehensive income

  —     —     —     174.4   121.8   4.1 

Investment in associates

  346.3   369.3   3,433.3   3,863.7   3,392.9   113.4 

Non-current financial assets at amortized cost

  —     —     —     99.1   68.5   2.3 

Property, plant and equipment

  14,211.6   13,497.2   15,265.3   16,819.6   17,979.4   601.1 

Right-of-use assets

  —     —     —     —     687.1   23.0 

Othernon-current assets

  341.6   523.5   339.4   277.3   282.8   9.4 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  14,909.5   14,400.0   19,058.9   21,245.6   22,543.5   753.7 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Current assets:

      

Inventories

  1,667.7   1,878.0   1,929.2   1,778.8   1,767.6   59.1 

Current financial assets at amortized cost

  —     —     —     169.2   169.0   5.7 

Current contract assets

  —     —     —     299.8   377.9   12.6 

Accounts and notes receivable

  3,890.5   4,140.2   4,015.8   4,747.4   4,454.7   148.9 

Other current assets

  422.8   201.3   220.3   250.4   289.1   9.7 

Cash and cash equivalents

  12,127.4   7,571.4   8,035.7   4,642.5   4,704.1   157.3 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  18,108.4   13,790.9   14,201.0   11,888.1   11,762.4   393.3 

Non-current assets held for sale

  —     3,105.1   —     —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  18,108.4   16,896.0   14,201.0   11,888.1   11,762.4   393.3 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

 $33,017.9  $31,296.0  $33,259.9  $33,133.7  $34,305.9  $1,147.0 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Equity and liabilities:

      

Equity attributable to equity holders of the Company

 $18,906.9  $16,247.7  $18,120.9  $18,021.2  $19,530.6  $653.0 

Non-controlling interests

  —     —     —     —     —     —   

Predecessors’ interests

  2,127.5   —     —     —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total equity

  21,034.4   16,247.7   18,120.9   18,021.2   19,530.6   653.0 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-current liabilities:

      

Long-term bank loans

  4,985.8   9,687.7   7,498.9   9,042.1   8,293.2   277.3 

Non-current lease liabilities

  —     —     —     —     668.4   22.3 

Long-term lease obligations payable

  —     29.3   18.1   —     —     —   

Othernon-current liabilities

  610.8   641.0   679.0   830.6   794.8   26.6 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  5,596.6   10,358.0   8,196.0   9,872.7   9,756.4   326.2 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Current liabilities:

      

Current contract liabilities

  —     —     —     1.5   1.2   0.1 

Accounts payable

  708.5   825.1   688.2   637.6   819.5   27.4 

Payable to contractors and equipment suppliers

  524.0   550.3   713.3   1,516.7   972.8   32.5 

Other payables

  1,868.7   1,412.1   1,980.2   1,678.7   2,004.3   67.0 

Current lease liabilities

  —     —     —     —     24.6   0.8 

Other current liabilities

  588.1   241.6   436.9   640.1   448.1   15.0 

Long-term lease obligations payable, current portion

  —     11.3   11.8   17.8   —     —   

Long-term bank loans, current portion

  1,548.7   1,062.3   2,143.2   747.4   748.4   25.0 

Short-term bank loans

  1,148.9   —     969.4   —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  6,386.9   4,102.7   6,943.0   5,239.8   5,018.9   167.8 

Liabilities directly related tonon-current assets held for sale

  —     587.6   —     —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  6,386.9   4,690.3   6,943.0   5,239.8   5,018.9   167.8 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities

  11,983.5   15,048.3   15,139.0   15,112.5   14,775.3   494.0 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total equity and liabilities

 $33,017.9  $31,296.0  $33,259.9  $33,133.7  $34,305.9  $1,147.0 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  Year ended December 31, 
  2015  2016  2017  2018  2019  2019 
  NT$  NT$  NT$  NT$  NT$  US$ 
  (in millions) 

Consolidated Statement of Cash Flows Data:

      

Capital expenditures

 $3,644.6  $4,691.0  $4,849.3  $4,945.6  $4,896.7  $163.7 

Depreciation and amortization

  3,021.9   3,231.3   2,899.3   3,376.6   3,731.9   124.8 

Net cash provided by (used in):

      

Operating activities

  5,395.8   3,688.0   4,157.3   4,129.2   5,982.4   200.0 

Investing activities

  (4,504.2  (4,556.7  (3,493.4  (5,129.3  (4,237.8  (141.6

Financing activities

  (4,028.9  (3,223.9  (550.8  (2,400.4  (1,677.3  (56.1

Effect of exchange rate changes

  (0.5  (73.5  (38.6  7.3   (5.7  (0.2

Net increase (decrease) in cash and cash equivalents

 $(3,137.8 $(4,166.1 $74.5  $(3,393.2 $61.6  $2.1 

Exchange Rates

References to “US$” and “US dollars” are to United States dollars and references to “NT$” and “NT dollars” are to New Taiwan dollars. This Annual Report on Form20-F contains translations of certain NT dollar amounts into US dollars at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from NT dollars to US dollars and from US dollars to NT dollars were made at the noon buying rate in The City of New York for cable transfers in NT dollars per US dollar as certified for customs purposes by the Federal Reserve Bank of New York as of December 31, 2018,2019, which was NT$$30.6129.91 to US$1.00. We make no representation that the NT dollar or US dollar amounts referred to in this Annual Report on Form20-F could have been or could be converted into US dollars or NT dollars, as the case may be, at any particular rate or at all.

Risk Factors

Risks Relating to Economic Conditions and the Financial Markets

Global credit and financial markets disruptions could materially and adversely affect our business and results of operations.

Disruptions in global credit, financial markets, and trade tensions andCOVID-19 may occur that causes diminished liquidity and limited availability of credit, reduced consumer confidence, reduced economic growth, increased unemployment rates and uncertainty about economic stability. Limited availability of credit in financial markets may lead consumers and businesses to postpone spending. This in turn may cause our customers to cancel, decrease or delay their existing and future orders with us. Particularly, the economics uncertainty caused by trade tensions andCOVID-19 will impact the end product market demand. It directly affects the inventory elimination of our customers. Financial difficulties experienced by our customers or suppliers as a result of these conditions could lead to production delays and delays or defaults in payment of accounts receivable. Continuing credit markets disruption restricts our access to capital and limits our ability to fund operations or to refinance maturing obligations as they become due through additional borrowing or other sources of financing. We are not able to predict the occurrence, frequency, duration or extent of disruptions in global credit and financial markets. And when the trade tensions could be settled down. These conditions increase the difficulty of accurately forecasting and planning our business activities. If these conditions and uncertainties byCOVID-19occur or continue, or if credit and financial markets and confidence in economic conditions deteriorate, our business and results of operations could be materially and adversely affected.

COVID-19 pandemic had contributed to market speculation and fears. On March 9, 2020, the fall of S&P500 triggered a market-wide circuit breaker that caused the trading curb for 15 minutes. Since then, on March 12, 16 and 18, 2020, the market-side circuit breaker was triggered again as S&P500 continued to fall. As our ADSs are listed on NASDAQ, the speculation and fears overCOVID-19 pandemic inevitably caused a fall of the price of our ADSs, and there is no assurance on when the price of our ADSs would recover as the pandemic persists.

Risks Relating to Our Industry

Because we depend on the highly cyclical semiconductor industry, which is characterized by significant and sometimes prolonged downturns from time to time, our revenue and earnings may fluctuate significantly, which in turn could adversely affect our results of operations and could cause the market price of our common shares or of our ADSs to decline.

Because our business is, and will continue to be, dependent on the requirements of semiconductor companies for independent assembly and testtesting services, any downturn in the highly cyclical semiconductor industry may reduce demand for our services and adversely affect our results of operations. All of our customers operate in this industry and variations in order levels and in service fee from our customers may result in volatility in our revenue and earnings. For instance, during periods of decreased demand for assembled semiconductors, some of our customers may simplify, delay or forego final testing of certain types of semiconductors, such as dynamic random access memory or DRAM, which in turn may result in reduced demand for our services, adversely affecting our results of operations. From time to time, the semiconductor industry has experienced significant, and sometimes prolonged, downturns which have adversely affected our results of operations. Reduced commodity DRAM demand for our services contributed to decreases in our revenue for 2017. Our revenue for 2017 decreased 2.4% from 2016 levels. Our revenue for 2018 increased by 3.0% from 2017 levels and generated a profit attributable to equity holders of the Company of NT$1,326 million (US$43 million) in 2018. We cannot give any assurances that there will not be any downturn in the future or that any future downturn will not materially and adversely affect our results of operations.

Any deterioration in the market forend-user applications for semiconductor products would reduce demand for our services and may result in a decrease in our earnings.

Market conditions in the semiconductor industry track, to a large degree, those for theirend-user applications. Any deterioration in the market conditions for theend-user applications of semiconductors we test and assemble could reduce demand for our services and, in turn, could materially adversely affect our financial condition and results of operations. Our revenue is largely attributable to fees derived from testing and assembling semiconductors for use in personal computers, communications equipment, consumer electronic products and display applications. A significant decrease in demand for products in these markets could put pricing pressure on our assembly and testtesting services and negatively affect our revenue and earnings. The LCD driver market often aligns with broader economic trend, we cannot give any assurances that there will not be any downturn in the future or that any future downturn will not affect our results of operations. Any significant decrease in demand forend-user applications of semiconductors will negatively affect our revenue and earnings.

A decline in average selling prices for our services could result in a decrease in our earnings.

Historically, prices for our assembly and testtesting services in relation to any given semiconductor tend to decline over the course of its product and technology life cycle. See also “— A decrease in market demand for LCD, OLED and other display panel driver semiconductors may adversely affect our capacity utilization rates and thereby negatively affect our profitability”. If we cannot reduce the cost of our assembly and testtesting services, or introduce higher-margin assembly and testtesting services for new package types, to offset the decrease in average selling prices for our services, our earnings could decrease.

A reversal or slowdown in the outsourcing trend for semiconductor assembly and testtesting services could reduce our profitability.

Integrated device manufacturers, or IDMs, continue to increasingly outsource stages of the semiconductor production process, including assembly and test,testing, to independent companies like us to shorten production cycles. In addition, the availability of advanced independent semiconductor manufacturing services has also enabled the growth ofso-called “fabless” semiconductor companies that focus exclusively on design and marketing and outsource their manufacturing, assembly and testtesting requirements to independent companies. A substantial portion of our revenue is indirectly generated from providing semiconductor assembly and testtesting services to these IDMs and fabless companies. We cannot assure you that these companies will continue to outsource their assembly and testtesting requirements to independent companies like us. A reversal of, or a slowdown in, this outsourcing trend could result in reduced demand for our services, which in turn could reduce our profitability.

Risks Relating to Our Business

If we are unable to compete effectively in the highly competitive semiconductor assembly and testtesting markets, we may lose customers and our income may decline.

The semiconductor assembly and testtesting markets are very competitive. We face competition from a number of IDMs within-house assembly and testtesting capabilities and other independent semiconductor assembly and testtesting companies. Our competitors may have access to more advanced technologies and greater financial and other resources than we do. Many of our competitors have shown a willingness to reduce prices quickly and sharply in the past to maintain capacity utilization in their facilities during periods of reduced demand. In addition, an increasing number of our competitors conduct their operations in lower cost centers in Asia such as Mainland China. Any renewed or continued erosion in the prices or demand for our assembly and testtesting services as a result of increased competition could adversely affect our profits.

We are highly dependent on the market for memory products. A downturn in market prices for these products could significantly reduce our revenue and profit.

A significant portion of our revenue is derived from testing and assembling memory semiconductors. Our revenue derived from the assembly and testtesting of memory semiconductors accounted for 48%46%, 46%43% and 43%37% of our revenue in 2016, 2017, 2018 and 2018,2019, respectively. In the past, our service fees for testing and assembling memory semiconductors were sharply reduced in tandem with the decrease in the average selling price of DRAM in the semiconductor industry. Oversupply of DRAM products and weak demand in the DRAM market may result in significant reductions in the price of DRAM products, which in turn may drive down the average prices for our assembly and testtesting services for DRAM products and further reduce our revenue and profit. We cannot assure you that there will not be further downturns in DRAM prices in the future.

A decrease in market demand for LCD, OLED and other display panel driver semiconductors may adversely affect our capacity utilization rates and thereby negatively affect our profitability.

Our assembly and testtesting services for LCD, OLED and other display panel driver semiconductors generated revenue of NT$4,9204,790 million, NT$4,7905,695 million and NT$5,6956,922 million (US$186231 million) in 2016, 2017, 2018 and 2018,2019, respectively. Including Au bump, the revenue of LCD, OLED and other display panel driver semiconductors accounted for around 49% in 2019. We invested NT$9102,615 million, NT$2,6152,732 million and NT$2,7323,078 million (US$89103 million) in 2016, 2017, 2018 and 2018,2019, respectively, on equipment for tape carrier package, or TCP,chip-on-film, or COF andchip-on-glass, or COG, technologies, which are used in assembly and testtesting services for LCD, OLED and other display panel driver semiconductors. Most of this equipment may not be used for technologies other than TCP, COF or COG. The market demand for LCD, OLED and other display panel driver semiconductors increased in 2018 particularly the wafer test of TDDI and 12” COF assembly services.services and wafer test for TDDI in 2019. Any significant decrease in demand for these products and our related services would significantly impair our capacity utilization rates. That may result in our inability to generate sufficient revenue to cover the significant depreciation expenses for the equipment used in testing and assembling LCD, OLED and other display panel driver semiconductors, thereby negatively affecting our profitability. See also “—Because of our high fixed costs, if we are unable to achieve relatively high capacity utilization rates, our earnings and profitability may be adversely affected”.

Our significant amount of indebtedness and interest expense will limit our cash flow and could adversely affect our operations.

We have a significant level of debt and interest expense. As of December 31, 2018,2019, we had approximately NT$9,7909,042 million (US$320302 million) outstanding long-term indebtedness. Our long-term indebtedness as of December 31, 2018,2019, represented bank loans with an interest rate of 1.7895%. As of December 31, 2018,2019, NT$8,0227,266 million (US$262243 million) of our indebtedness was secured by collateral comprised of our assets.

Our significant indebtedness poses risks to our business, including the risks that:

 

we may have to use a substantial portion of our consolidated cash flow from operations to pay principal and interest on our debt, thereby reducing the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;

 

insufficient cash flow from operations may force us to sell assets, or seek additional capital, which we may be unable to do at all or on terms favorable to us;

 

our ability to sell assets or seek additional capital may be adversely affected by security interests in our assets granted to our lenders as collateral; and

 

our level of indebtedness may make us more vulnerable to economic or industry downturns.

For additional information on our indebtedness, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources”.

Our results of operations may fluctuate significantly and may cause the market price of our common shares or of our ADSs to be volatile.

Our results of operations have varied significantly from period to period and may continue to vary in the future. Among the more important factors affecting our quarterly and annual results of operations are the following:

 

our ability to accurately predict customer demand, as we must commit significant capital expenditures in anticipation of future orders;

 

our ability to quickly adjust to unanticipated declines or shortfalls in demand and market prices for our assembly and testtesting services, due to our high percentage of fixed costs;

 

changes in prices for our assembly and testtesting services;

 

volume of orders relative to our assembly and testtesting capacity;

 

capital expenditures and production uncertainties relating to theroll-out of new assembly and testtesting services;

 

our ability to obtain adequate assembly and testtesting equipment on a timely basis;

 

changes in costs and availability of raw materials, equipment and labor;

 

changes in our product mix; and

 

earthquakes, droughtglobal new virus epidemic and other natural disasters, as well as industrial accidents.

Because of the factors listed above, our future results of operations or growth rates may be below the expectations of research analysts and investors. If so, the market price of our common shares or of our ADSs, and the market value of your investment, may fall.

We rely on key customers for a substantial portion of our revenue and a loss of, or deterioration of the business from, or delayed payment by, any one of these customers could result in decreased revenue and materially adversely affect our results of operations and financial condition.

We rely on a small group of customers for a substantial portion of our business. In 2018,2019, our top five customers collectively accounted for 61%62% of our revenue. As part of our strategy, we have been focusing on sales to key customers through long-term service agreements. We also focus on our business with smaller customers and customers who do not place orders on a regular basis. We expect that we will continue to rely on a relatively limited number of customers for a significant portion of our revenue. Any adverse development in our key customers’ operations, competitive position or customer base could materially reduce our revenue and materially adversely affect our business and profitability.

Since semiconductor companies generally rely on service providers with whom they have established relationships to meet their assembly and testtesting needs for their applications and new customers usually require us to pass a lengthy and rigorous qualification process, if we lose any of our key customers, we may not be able to replace them in a timely manner. We cannot assure you that receivable collection difficulties experienced by us will not occur in the future. If any of our key customers reduces or cancels its orders or terminates existing contractual arrangements, and if we are unable to attract new customers and establish new contractual arrangements with existing or new customers, our revenue could be reduced and our business and results of operations may be materially adversely affected.

Because of our high fixed costs, if we are unable to achieve relatively high capacity utilization rates, our earnings and profitability may be adversely affected.

Our operations are characterized by a high proportion of fixed costs. For memory and logic/mixed-signal semiconductor testing services, our fixed costs represented 49%48%, 48%49% and 49%51% of our total cost of revenue in 2016, 2017, 2018 and 2018,2019, respectively. For memory and logic/mixed-signal semiconductor assembly services, our fixed costs represented 23%25%, 25%26% and 26%22% of our total cost of revenue in 2016, 2017, 2018 and 2018,2019, respectively. For LCD, OLED and other display panel driver semiconductor assembly and testtesting services, our fixed costs represented 47%46%, 46%49% and 49%53% of our total cost of revenue in 2016, 2017, 2018 and 2018,2019, respectively. For bumping services, our fixed costs represented 28%27%, 27% and 27%24% of our total cost of revenue in 2016, 2017, 2018 and 2018,2019, respectively. Our profitability depends in part not only on absolute pricing levels for our services, but also on the utilization rates for our assembly and testtesting equipment, commonly referred to as “capacity utilization rates”. Increases or decreases in our capacity utilization rates can significantly affect our gross margins as unit costs generally decrease as the fixed costs are allocated over a larger number of units. In the past, our capacity utilization rates have fluctuated significantly as a result of the fluctuations in the market demand for semiconductors. If we fail to increase or maintain our capacity utilization rates, our earnings and profitability may be adversely affected. In addition, the long-term assembly and testtesting services agreements we entered with certain customers may require us to incur significant capital expenditures. If we are unable to achieve high capacity utilization rates for the equipment purchased pursuant to these agreements, our gross margins may be materially and adversely affected.

The assembly and testtesting process is complex and our production yields and customer relationships may suffer as a result of defects or malfunctions in our testing and assembly equipment and the introduction of new packages.

Semiconductor testing and assembly are complex processes that require significant technological and process expertise. Semiconductor testing involves sophisticated test equipment and computer software. We develop computer software to test our customers’ semiconductors. We also develop conversion software programs that enable us to test semiconductors on different types of testers. Similar to most software programs, these software programs are complex and may contain programming errors or “bugs”. In addition, the testing process is subject to human error by our employees who operate our test equipment and related software. Any significant defect in our testing or conversion software, malfunction in our test equipment or human error could reduce our production yields and damage our customer relationships.

The assembly process involves a number of steps, each of which must be completed with precision. Defective packages primarily result from:

 

contaminants in the manufacturing environment;

 

human error;

 

equipment malfunction;

defective raw materials; or

 

defective plating services.

These and other factors have, from time to time, contributed to lower production yields. They may do so in the future, particularly as we expand our capacity or change our processing steps. In addition, to be competitive, we must continue to expand our offering of packages. Our production yields on new packages typically are significantly lower than our production yields on our more established packages. Our failure to maintain high standards or acceptable production yields, if significant and prolonged, could result in a loss of customers, increased costs of production, delays, substantial amounts of returned goods and related claims by customers. Further, to the extent our customers have set target production yields, we may be required to compensate our customers in apre-agreed manner. Any of these problems could materially adversely affect our business reputation and result in reduced revenue and profitability.

Because of the highly cyclical nature of our industry, our capital requirements are difficult to plan. If we cannot obtain additional capital when we need it, we may not be able to maintain or increase our current growth rate and our profits will suffer.

As our industry is highly cyclical and rapidly changing, our capital requirements are difficult to plan. To remain competitive, we may need capital to fund the expansion of our facilities as well as to fund our equipment purchases and research and development activities. To meet our liquidity, capital spending and other capital needs, we have taken and plan to take certain measures to generate additional working capital and to save cash. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources”. We cannot assure you that these plans and measures will be implemented or will provide sufficient sources of capital.

In addition, future capacity expansions or market or other developments may require additional funding. Our ability to obtain external financing in the future depends on a number of factors, many of which are beyond our control. They include:

 

our future financial condition, results of operations and cash flows;

 

general market conditions for financing activities by semiconductor assembly and testtesting companies; and

 

economic, political and other conditions in Taiwan and elsewhere.

If we are unable to obtain funding in a timely manner or on acceptable terms, our growth prospects and potential future profitability will suffer.

Disputes over intellectual property rights could be costly, deprive us of technologies necessary for us to stay competitive, render us unable to provide some of our services and reduce our opportunities to generate revenue.

Our ability to compete successfully and achieve future growth will depend, in part, on our ability to protect our proprietary technologies and to secure, on commercially acceptable terms, critical technologies that we do not own. We cannot assure you that we will be able to independently develop, or secure from any third party, the technologies required for our assembly and testtesting services. Our failure to successfully obtain these technologies may seriously harm our competitive position and render us unable to provide some of our services.

Our ability to compete successfully also depends on our ability to operate without infringing upon the proprietary rights of others. The semiconductor assembly and testtesting industry is characterized by frequent litigation regarding patent and other intellectual property rights. We may incur legal liabilities if we infringe upon the intellectual property or other proprietary rights of others. We are not able to ascertain what patent applications have been filed in the United States or elsewhere, however, until they are granted. If any third party succeeds in its intellectual property infringement claims against us or our customers, we could be required to:

 

discontinue using the disputed process technologies, which would prevent us from offering some of our assembly and testtesting services;

 

pay substantial monetary damages;

 

developnon-infringing technologies, which may not be feasible; or

 

acquire licenses to the infringed technologies, which may not be available on commercially reasonable terms, if at all.

Any one of these developments could impose substantial financial and administrative burdens on us and hinder our business. We are, from time to time, involved in litigation in respect of intellectual property rights. Any litigation, whether as plaintiff or defendant, is costly and diverts our resources. If we fail to obtain necessary licenses on commercially reasonable terms or if litigation, regardless of the outcome, relating to patent infringement or other intellectual property matters occurs, our costs could be substantially increased to impact our margins. Any such litigation could also prevent us from testing and assembling particular products or using particular technologies, which could reduce our opportunities to generate revenue.

If we are unable to obtain raw materials and other necessary inputs from our suppliers in a timely and cost-effective manner, our production schedules would be delayed and we may lose customers and growth opportunities and become less profitable.

Our operations require us to obtain sufficient quantities of raw materials at acceptable prices in a timely and cost-effective manner. We source most of our raw materials, including critical materials like leadframes, organic substrates, epoxy, gold wire and molding compound for assembly, and tapes for TCP/COF, from a limited group of suppliers. We purchase all of our materials on a purchase order basis and have no long-term contracts with any of our suppliers. From time to time, suppliers have extended lead times, increased the price or limited the supply of required materials to us because of market shortages. Consequently, we may, from time to time, experience difficulty in obtaining sufficient quantities of raw materials on a timely basis. In addition, from time to time, we may reject materials that do not meet our specifications, resulting in declines in output or yield. Although we typically maintain at least two suppliers for each key raw material, we cannot assure you that we will be able to obtain sufficient quantities of raw materials and other supplies of an acceptable quality in the future. It usually takes from three to six months to switch from one supplier to another, depending on the complexity of the raw material. If we are unable to obtain raw materials and other necessary inputs in a timely and cost-effective manner, we may need to delay our production and delivery schedules, which may result in the loss of business and growth opportunities and could reduce our profitability.

If we are unable to obtain additional assembly and testtesting equipment or facilities in a timely manner and at a reasonable cost, we may be unable to fulfill our customers’ orders and may become less competitive and less profitable.

The semiconductor testing and assembly business is capital intensive and requires significant investment in expensive equipment manufactured by a limited number of suppliers. The market for semiconductor assembly and testtesting equipment is characterized, from time to time, by intense demand, limited supply and long delivery cycles. Our operations and expansion plans depend on our ability to obtain equipment from a limited number of suppliers in a timely and cost-effective manner. We have no binding supply agreements with any of our suppliers and we acquire our assembly and testtesting equipment on a purchase order basis, which exposes us to changing market conditions and other significant risks. Semiconductor assembly and testtesting also requires us to operate sizeable facilities. If we are unable to obtain equipment or facilities in a timely manner, we may be unable to fulfill our customers’ orders, which could negatively impact our financial condition and results of operations as well as our growth prospects. Currently, we do not have any long-term service agreements that require our commitment to acquire additional assembly and testtesting equipment or facilities. We cannot assure you, however, that such commitment will not be made in the future. See “Item 4. Information on the Company—Customers”.

If we are unable to manage the expansion of our operations and resources effectively, our growth prospects may be limited and our future profitability may be reduced.

We expect to continue to expand the operations and to increase the number of employees. Rapid expansion puts a strain on our managerial, technical, financial, operational and other resources. As a result of our expansion, we will need to implement additional operational and financial controls and hire and train additional personnel. We cannot assure you that we will be able to do so effectively in the future, and our failure to do so could jeopardize our expansion plans and seriously harm our operations.

Laws of the Republic of China may be less protective of shareholder rights than laws of the United States or other jurisdictions.

Our corporate affairs are governed by our articles of incorporation and laws governing corporations incorporated in the Republic of China (“ROC”). The rights of our shareholders to bring shareholders’ suits against us or our board of directors under the ROC law are more limited than those of the shareholders of U.S. corporations. For example, the ROC Company Act requires that a shareholder that continuously holds at least 1% of our issued and outstanding shares for at least 6 months may request our audit committee to institute an action against a director on the Company’s behalf. In addition, the controlling shareholders of U.S. corporations owe fiduciary duties to minority shareholders, while controlling shareholders in ROC corporations do not. Therefore, our shareholders may be less able under the ROC law than they would be under the laws of the United States or other jurisdictions to protect their interests in connection with actions by our management, members of our board of directors or our controlling shareholder.

It may be difficult to bring and enforce suits against us in the United States.

We are incorporated in the ROC and a majority of our directors and most of our officers are not residents of the United States. A substantial portion of our assets is located outside the United States. As a result, it may be difficult for our shareholders to serve notice of a lawsuit on us or our directors and officers within the United States. Because most of our assets are located outside the United States, it may be difficult for our shareholders to enforce the United States judgments of United States courts. Any United States judgments obtained against us will not be enforced by ROC courts if any of the following situations shall apply to such final judgment:

 

the court rendering the judgment does not have jurisdiction over the subject matter under the ROC law;

 

the judgment was rendered by default, except where the summons or order necessary for the commencement of the action was duly served on us within the jurisdiction of the court rendering the judgment within a reasonable period of time and in accordance with the laws and regulations of such jurisdiction, or with judicial assistance of the ROC;

 

the judgment or the court procedures resulting in the judgment are contrary to the public order or good morals of the ROC; or

 

the judgments of ROC courts are not recognized and enforceable in the jurisdiction of the court rendering the judgment on a reciprocal basis.

Investor confidence and the market price of our common shares or ADSs may be adversely impacted if we are unable to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

We are required to comply with the ROC and US securities laws and regulations in connection with internal controls. As a public company in the United States, our management is required to assess the effectiveness of our internal control over financial reporting using the criteria established in Internal Control – Integrated Framework (2013) issued by Committee of Sponsoring Organization of the Treadway Commission (COSO), as required by Section 404 of the Sarbanes-Oxley Act of 2002. We carried out an evaluation, under the supervision and with the participation of management, including our President, the principal executive officer and Vice President of the Finance and Accounting Management Center, the principal financial officer of the effectiveness of the design and operation of our internal controls over financial reporting as of December 31, 2018,2019, and concluded those internal controls over financial reporting were effective as of that date. See “Item 15. Controls and Procedures” for more information. Moreover, even if our management concludes that our internal controls over our financial reporting are effective, our independent public registered accounting firm may disagree. If our independent public registered accounting firm is not satisfied with our internal controls over our financial reporting or the level at which our controls are documented, designed, operated or reviewed, or if the independent public registered accounting firm interprets the requirements, rules or regulations differently from us, it may decline to attest to our management’s assessment or may issue an adverse opinion in the future. Any of these possible outcomes could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our consolidated financial statements, which ultimately could negatively impact the market prices of our common shares or ADSs.

Any environmental claims or failure to comply with any present or future environmental regulations, or any new environmental regulations, may require us to spend additional funds, may impose significant liability on us for present, past or future actions, and may dramatically increase the cost of providing our services to our customers.

We are subject to various laws and regulations relating to the use, storage, discharge and disposal of chemicalby-products of, and water used in, our assembly and gold bumping processes. Although we have not suffered material environmental claims in the past, a failure or a claim that we have failed to comply with any present or future regulations could result in the assessment of damages or imposition of fines against us, suspension of production or a cessation of our operations or negative publicity. New regulations could require us to acquire costly equipment or to incur other significant expenses. Any failure on our part to control the use of, or adequately restrict the discharge of, hazardous substances could subject us to future liabilities that may materially reduce our earnings.

On March 4, 2016, due to the malfunction of its wastewater treatment facility, a factory of the Company located in Chupei, Taiwan was found abnormally discharging wastewater. Upon notification, the Company was able to mitigate the environmental impact by immediately ceasing the abnormal discharge and collecting the wastewater that had been discharged. The wastewater treatment facility was also immediately repaired and the factory resumed its normal operations on the next day, March 5, 2016. On April 15, 2016, the Hsinchu County Government imposed an administrative fine of approximately NT$4 million on the Company for the violation of the statutory effluent standards and the fine was paid on April 22, 2016.

Fluctuations in exchange rates could result in foreign exchange losses.

Currently, most of our revenue is denominated in NT dollars. Our cost of revenue and operating expenses, on the other hand, are incurred in several currencies, including NT dollars, Japanese yen and US dollars. In addition, a substantial portion of our capital expenditures, primarily for the purchase of assembly and testtesting equipment, has been, and is expected to continue to be, denominated in Japanese yen with much of the remainder in US dollars. We also have debt denominated in NT dollars, Japanese yen, and US dollars. Fluctuations in exchange rates, primarily among the US dollar, the NT dollar and the Japanese yen, will affect our costs and operating margins in NT dollar terms. In addition, these fluctuations could result in exchange losses and increased costs in NT dollar terms. Despite selective hedging and other techniques implemented by us, fluctuations in exchange rates have affected, and may continue to affect, our financial condition and results of operations.

We may not be successful in our acquisitions, investments, joint ventures and dispositions, and may therefore be unable to implement fully our business strategy.

To implement our business strategy requires us to enter into acquisition, investment, joint venture and disposition transactions. These transactions may not be successful to maintain or grow our business. On December 11, 2015, the board of directors of the Company authorized and the Company and Tsinghua Unigroup Ltd. (“Tsinghua Unigroup”) executed a share subscription agreement (the “Tsinghua Share Subscription Agreement”), to issue and sell 299,252,000 common shares of the Company, par value NT$10 per share to Tsinghua Unigroup in a private placement (the “Private Placement”) at a price of NT$40.0 per common share of the Company representing an aggregate purchase price of approximately NT$12.0 billion. On November 30, 2016, the Company and Tsinghua Unigroup mutually agreed to terminate the Tsinghua Share Subscription Agreement and to form a joint-venture. Under the joint-venture, ChipMOS TECHNOLOGIES (BVI) LTD. (“ChipMOS BVI”), a wholly-owned subsidiary of the Company, would sell, for the aggregate purchase price of approximately RMB 484 million, 54.98% of the equity interests of its wholly-owned subsidiary, Unimos Shanghai, to strategic investors, including Tibet Unigroup Guowei Investment Co., Ltd. (“Unigroup Guowei”), a subsidiary of Tsinghua Unigroup, which would hold 48% equity interests of Unimos Shanghai, and the other strategic investors, including a limited partnership owned by Unimos Shanghai’s employees, would own 6.98% equity interest of Unimos Shanghai. The transaction was completed in March 2017. Unimos Shanghai is no longer the subsidiary of the Company following the completion of equity interest transfer. Please see “Item 4. Information on the Company—Agreements with Tsinghua Unigroup Ltd.” for additional information.

The success of our acquisitions, investments, joint ventures and dispositions depends on a number of factors, including:

 

our ability to identify suitable investment, acquisition, joint venture or disposition opportunities;

 

our ability to reach an agreement for an acquisition, investment, joint venture or disposition opportunity on terms that are satisfactory to us or at all;

 

the extent to which we are able to exercise control over the acquired or joint venture company;

 

our ability to align the economic, business or other strategic objectives and goals of the acquired company with those of our company; and

 

our ability to successfully integrate the acquired or joint venture company or business with our company.

If we are unsuccessful in our acquisitions, investments, joint ventures and dispositions, we may not be able to implement fully our business strategy to maintain or grow our business.

We rely on key personnel, and our revenue could decrease and our costs could increase if we lose their services.

We depend on the continued service of our executive officers and skilled engineering, technical and other personnel. We will also be required to hire a substantially greater number of skilled employees in connection with our expansion plans. In particular, we depend on a number of skilled employees in connection with our LCD, OLED and other display panel driver semiconductor assembly and testtesting services, and the competition for such employees in Taiwan is intense. We may not be able to either retain our present personnel or attract additional qualified personnel as and when needed. Moreover, we do not carry key person insurance for any of our executive officers nor do we have employment contracts with any of our executive officers or employees, and, as a result, none of our executive officers or employees is bound by anynon-competition agreement. If we lose any of our key personnel, it could be very difficult to find and integrate replacement personnel, which could affect our ability to provide our services, resulting in reduced revenue and earnings. In addition, we may need to increase employee compensation levels in order to retain our existing officers and employees and to attract additional personnel. As of March 31, 2019,2020, 21% of the workforceworkforces at our facilities are foreign workers employed by us under work permits that are subject to government regulations on renewal and other terms. Consequently, if the regulations in Taiwan relating to the employment of foreign workers were to become significantly more restrictive or if we are otherwise unable to attract or retain these workers at reasonable cost, we may be unable to maintain or increase our level of services and may suffer reduced revenue and earnings.

If our security measures are breached and unauthorized access is obtained to our information technology systems, we may lose proprietary data.

Our security measures may be breached as a result of third-party action, including computer hackers, employees error, malfeasance or otherwise, and result in unauthorized access to our customers’ data or our data, including our intellectual property and other confidential business information, or our information technology systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any security breach could result in disclosure of our trade secrets, confidential customer, supplier or employee data, which could result in legal liability, harm to our reputation and otherwise harm our business.

Risks Relating to Countries in Which We Conduct Operations

The ROC laws and regulations limit or prohibit certain technology cooperation between ROC persons or entities with PRC persons or entities, and our current technology transfer arrangements between the Company and Unimos Shanghai may be found to be in violation of any such limitation or prohibition, which may result in a fine of between NT$50 thousand and NT$25 million and the termination of such technology transfer arrangements and therefore have a material adverse effect on the operations of Unimos Shanghai and our financial condition and results of operations.

The ROC laws and regulations previously prohibited any transfer of semiconductor assembly and testtesting technologies to any person or entity located in Mainland China, except for transfers involving certainlow-end semiconductor assembly and testtesting technologies, such as conventional wire bond assembly technology, if certain requirements are met. The ROC Ministry of Economic Affairs (“MOEA”) has the ultimate administrative authority in interpreting such laws and regulations. In February 2010, these restrictions have been relaxed, so that ROC entities may transfer semiconductor assembly and testtesting technologies to any person or entity located in Mainland China after they have obtained approval from the Investment Commission of the ROC Ministry of Economic Affairs (“MOEAIC”). Under a technology transfer agreement, dated August 1, 2002, ChipMOS Bermuda, the parent company of the Company before its merger with and into the Company effective on October 31, 2016, licensed to Unimos Shanghai (formerly known as ChipMOS TECHNOLOGIES (Shanghai) LTD.) certain assembly and test-related technologies that were then controlled by ChipMOS Bermuda, which included technologies that were licensed to ChipMOS Bermuda by the Company. ChipMOS Bermuda continued to license such technologies to Unimos Shanghai pursuant to a technology transfer agreement dated October 3, 2011 with effective date of August 1, 2012. ChipMOS Bermuda also provided Unimos Shanghai with technical support and consulting services under this agreement. Following the merger of ChipMOS Bermuda and the Company which was effective on October 31, 2016 (the “Merger”), the Company is the surviving company to provide Unimos Shanghai with technical support and consulting services. On May 27, 2016, the Company and Unimos Shanghai executed another technology transfer and license agreement under which the Company licensed Unimos Shanghai certain technologies relating to LCD driver IC assembly and testing and wafer bumping. The Company and Unimos Shanghai further executed the first addendum and the second addendum to such technology transfer and license agreement on August 5, 2016 and January 19, 2017, respectively, to revise the term, and license fee and running royalty of such license arrangement. On April 1, 2020, the Company and Unimos Shanghai mutually agreed to terminate the technology transfer agreement.

In the opinion ofOur ROC special counsel, Lee and Li, our ROC special counsel,has advised that since our technology transfer arrangements as described above have been approved by the MOEAIC, they are in compliance with all applicable ROC laws and regulations. However, substantial uncertainties remain regarding the interpretation and application of those laws and regulations. Accordingly, we cannot assure you that ROC regulatory authorities will not take a view contrary to the opinion of our ROC special counsel. If we were determined to be in violation of applicable ROC laws and regulations governing technology cooperation with PRC persons and entities, we may be subject to a fine of between NT$50 thousand and NT$25 million and may be ordered by the MOEAIC to terminate or rectify such activity within a specified period of time. Any termination of our current technology transfer to Unimos Shanghai could materially adversely affect Unimos Shanghai’s operations and our financial condition, results of operations or prospects, as well as the market price of our common shares or ADSs.

Our ability to direct theThe operations we conduct through our affiliated companies that we do not fully own may be limited by legal duties owed to other shareholders of such companies.

Certain of our operations are conducted through companies that we do not fully own. For example, as of March 31, 2017, the Company owned 45.02% equity interests of Unimos Shanghai through its wholly-owned subsidiary ChipMOS BVI. We also conduct other activities through our affiliated entities. See also “—Risks Relating to Our Common Shares or ADSs—The Company’s ability to maintain its listing and trading status of common shares on the Taiwan Stock Exchange or ADSs on the NASDAQ Stock Market is dependent on factors outside of the Company’s control and satisfaction of stock exchange requirements. The Company may not be able to overcome such factors that disrupt its trading status of common shares on the Taiwan Stock Exchange or ADSs on the NASDAQ Stock Market or satisfy other eligibility requirements that may be required of it in the future” and “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions”.

In accordance with the various laws of the relevant jurisdictions in which our subsidiaries and affiliates are organized, each of our subsidiaries and affiliates and their respective directors owe various duties to their respective shareholders. As a result, the actions we wish our subsidiaries or affiliates to take could be in conflict with their or their directors’ legal duties owed to their other shareholders. When those conflicts arise, our ability to cause our subsidiaries or affiliates to take the action that we desire may be limited.

Any future outbreak of health epidemics and outbreaks of contagious diseases including avian influenza, swine flu, or Severe Acute Respiratory Syndrome, may materially affect our operations and business.

Influenza viruses circulating in animals pose threats to human health. Humans can become ill when infected with viruses from animal sources,Any future outbreak of contagious diseases, such as avian influenza virus subtypes H5N1, H9N2 and H7N9 and swine influenza virus subtypes H1N1 and H3N2. An outbreak of a contagious disease such asH3N2, New Influenza A or more commonly known as the “bird flu” and “swine flu”, Severe Acute Respiratory Syndrome (SARS)(“SARS”), or avian influenza with virus subtype H7N9,Middle East respiratory syndrome coronavirus(“MERS-CoV”), for which there is inadequate treatment or no known cure or vaccine, may potentially result in a quarantine of infected employees and related persons, and adversely affect our operations at one or more of our facilities or the operations of our customers or suppliers.

The recent outbreak in world wide of the Coronavirus Disease 2019(“COVID-19”), which has spread across five continents and countries. And the WHO declaredCOVID-19 outbreak has become “global pandemic”, which situation persists as of the date hereof. Many countries have taken extreme measures to contain the transmission, including total or partial lockdown of the infected areas, travel bans, closures of factories, among others. On January 30, 2020, the U.S. Department of State issued a Level 4 “do not travel” advisory for China. The U.S. government has also implemented enhanced screenings, quarantine requirements, and travel restrictions in connection withthe COVID-19 outbreak. The disruption to global markets that has occurred due to the epidemic has increased uncertainty for semi-conductor demand. In addition, many suppliers in the semi-conductor industry have had work forces disrupted due to the quarantine requirements and restricted travel. The extent of the impactof COVID-19 on our operational and financial performance will depend on future developments, including, but not limited to, the duration and spread of the outbreak and related travel advisories and restrictions, all of which are highly uncertain and cannot be predicted. Preventing the effects from and responding to this market disruption if any other public health threat, related or otherwise, may further increase costs of our business and may have a material adverse effect on our business, financial condition, and results of operations.

It is unknown how global supply chains may be affected if such an epidemic persists for an extended period of time. We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, operating results and financial condition.

We cannot predict the impact that any further future outbreak of the aforementioned influenza viruses or other diseases could have on our business and results of operations.

If any of our employees is suspected of having contracted any contagious disease, we may, under certain circumstances, be required to quarantine such employees and the affected areas of our premises. As a result, we may have to suspend part or all of our operations temporarily. In addition, any future outbreak may restrict the level of economic activity in affected regions which may also adversely affect our businesses. As a result, there is no assurance that any future outbreak of contagious diseases would not have a material adverse effect on our business, financial condition and results of operations.

TheCOVID-19 pandemic could adversely affect our business in a material way.

In December 2019,COVID-19 began to impact the population in China. CurrentlyCOVID-19 has spread internationally and been declared a pandemic, affecting the populations around the world. The outbreak has resulted in significant governmental measures being implemented to control the spread ofCOVID-19, including, among others, restrictions on travel, manufacturing and the movement of employees in many regions of the world. Our principal executive offices and our assembly and testing facilities are located in Taiwan and we maintain sales and marketing offices in Taiwan, the United States and Mainland China. If the remote or work from home conditions in any of our offices continues for an extended period of time, we may experience delays in product development, a decreased ability to support our customers, and overall lack of productivity. Pandemics and epidemics such as the currentCOVID-19 outbreak or other widespread public health problems could negatively impact our business. If, for example,COVID-19 continues to progress in ways that significantly disrupt the manufacture, shipment and buying patterns of our products or the products of our customers, this may materially negatively impact our operating results for the second quarter of fiscal 2020 and subsequent periods, including revenue, gross margins, operating margins, cash flows and other operating results and our overall business. Our customers may also experience closures of their manufacturing facilities or inability to obtain other components, either of which could negatively impact demand for our solutions.COVID-19 has negatively impacted the overall economy and, as a result of the foregoing, will likely negatively impact our operating results for fiscal year 2020 and may do so in a material way.

We face substantial political risk associated with doing business in Taiwan,the ROC, particularly due to the strained relations between the Republic of ChinaROC and the People’s Republic of China,PRC, which could negatively affect our business and the market price of our common shares or ADSs.

Our principal executive offices and our assembly and testtesting facilities are located in Taiwan.the ROC. As a result, our business, financial condition and results of operations and the market price of our common shares or ADSs may be affected by changes in the ROC governmental policies and the political relationship between the ROC and the PRC, as well as social instability and diplomatic and social developments in or affecting Taiwanthe ROC which are beyond our control. For example, theThe ROC has a unique international political status. The PRC government regards Taiwan as a province and does not recognize the legitimacy of the ROC as an independent country. Although significant economic and cultural relations have been positively strengthened in recent years between the ROC and the PRC, relations have often been strained. In March 2005, the PRC government enacted the “Anti-Secession Law” codifying its policy of retaining the right to use military force to gain control over Taiwan, particularly under what it considers as highly provocative circumstances, such as a declaration of independence by Taiwan or the refusal by the ROC to accept the PRC’s stated “One China” policy. Between March 18 and April 10, 2014, students and certain civic groups initiated the Sunflower Student Movement as a protest movement and occupied the Legislative Yuan and protested the passing of the Cross-Strait Service Trade Agreement (“CSSTA”) proposed by the then-ruling party, the Kuomintang, at the legislature without aclause-by-clause review. The CSSTA has been put on hold ever since the Sunflower Student Movement.principle.

In 2016 and 2020, TsaiIng-Wen of thepro-independence Democratic Progressive Party (“DPP”) won Taiwan’s Presidential ElectionElections and the DPP gained thea majority of the seats in Taiwan’s Legislative Yuan for(the unicameral legislature of the first time in its history.ROC) since 2016. President Tsai and the DPP had stressed on how they are keen to maintain the status quo with China. In a statement issued after Tsai’s win, the Chinese Cabinet’s bodyPRC. However, the PRC has since ramped up pressures through various means on the Tsai administration for handling Taiwan affairs reaffirmed its oppositionher refusal to Taiwan independence, but said itaccept the “One China” principle. It is uncertain how these different measures may affect our financial condition and results of operations, and there is no assurance that any future measures imposed by the PRC or ROC would work to maintain peace and stability between the two sidesnot adversely affect our financial condition or results of the Taiwan Strait.operations.

Past developments related to the interaction between the ROC and the PRC have on occasion depressed the market prices of the securities of Taiwanese or Taiwan-related companies, including our own. We cannot assure you any contentious situations between Taiwanthe ROC and Chinathe PRC will resolve in maintaining the current status quo or remain peaceful. Relations between the ROC and the PRC and other factors affecting military, political or economic stability in Taiwan could have a material adverse effect on our financial condition and results of operations, as well as the market price and the liquidity of our common shares or ADSs.

The business and operations of our business associates and our own business operations are vulnerable to disruptions that may be caused by natural disasters and other events.

We currently provide most of our testtesting services through our facilities in the Hsinchu IndustrialScience Park and the Hsinchu ScienceIndustrial Park in Taiwan, and all of our assembly services through our facility in the Southern Taiwan Science Park. Significant damage or other impediments to these facilities as a result of natural disasters, industrial strikes or industrial accidents could significantly increase our operating costs.

Certain regions we operate in are particularly susceptible to earthquakes and associated natural disasters. For example, on February 6, 2016, Meinong District of Kaohsiung, Taiwan registered an earthquake of 6.4 Mw (the “Meinong Earthquake”). The Meinong Earthquake claimed 117 deaths and 551 injured victims. We had a very minor impact at our manufacturing operations in the Southern Taiwan Science Park primarily due to power interruption in the immediate wake of the earthquake.

The production facilities of many of our suppliers, customers and providers of complementary semiconductor manufacturing services, including foundries, are located in Taiwan. If our customers are adversely affected by natural disasters or other events occurring in or affecting these geographic areas, it could result in a decline in the demand for our assembly and testtesting services. If our suppliers and providers of complementary semiconductor manufacturing services are affected by such events, our production schedule could be halted or delayed. As a result, a major earthquake, other natural disaster, industrial strike, industrial accident or other disruptive event occurring in or affecting Taiwan could severely disrupt our normal operation of business and have a material adverse effect on our financial condition and results of operations.

Uncertainties about the “trade war” between the United States and Mainland China may materially and adversely affects our results of operations.

Due to the complexity of semiconductor supply chain which creates difficulty to separate the pure manufacture site of oneend-product from the rest of the supply chain, any changes in U.S. trade policy could trigger retaliatory actions by affected countries, e.g., Mainland China, resulting in ‘trade wars,’ in increased costs for goods imported into the United States, which may reduce customer demand for these products if the parties having to pay those tariffs increase their prices, or in trading partners limiting their trade with the United States. If any of these consequences are realized, thus decreasing the demands from our customers or increasing the price quoted by our suppliers, such change may materially and adversely affects our results of operations.

Any future outbreak of radiation-related disease as a result of nuclear power plant reactors damage caused by the SendaiGreat East Japan Earthquake of 2011 may materially adversely affect our operations and business.

The SendaiGreat East Japan Earthquake of 2011 raises tremendous concerns about the possible effects of radiation emission from the damaged nuclear power plants. Japanese official authorities are working with experts in assessing the risk and determining the best courses of actions to implement to escape harmful radiation. The potential health effects due to exposure to harmful radiation may be temporary or permanent harmful effects in nature.

Multiple radioactive gases could possibly be emitted in a situation where uranium attains a “meltdown” state, which is a severe overheating of the core of a nuclear reactor, in which the core melts and radiation and heat are caused to escape. This would occur if the containment system partially or fully fails. The particles that are released with the gases due to the meltdown would be the spewed particles ofiodine-131,strontium-90 andcesium-137. These might enter into a human by being swallowed, absorbed through the skin, or inhaled. Depending on the chemical characteristics of each of these and their predilection for certain body tissues, they could cause cancers of such organs as bones, soft tissues near bones, thyroid gland, and the bone marrow (typically known as leukemia).

Acute or very high level radiation exposure can cause a person to become very ill or to die quickly. Ionizing radiation, which is defined as high-energy particles or electromagnetic waves that can break chemical bonds, damage humans by disrupting cellular function, particularly in tissues with rapid growth and turnover of cells. Intense, high level and/or excessive radiation exposure may result in acute radiation syndrome whereby harmful effects to the human body may be evidenced by skin burns, internal organ deterioration, bleeding, vomiting, bone marrow distortion and deaths. If the radiation exposure is less intense and/or more prolonged at a lower level, then the central nervous system, kidneys, thyroid gland, and liver may be affected. Cancer is the most well-known effect, and may affect virtually any significantly exposed tissue.

Certain health effects due to exposure to harmful radiation does not have adequate treatment or known cure or vaccine, consequently, may potentially result in a quarantine of infected employees and related persons, and adversely affect our operations at one or more of our facilities or the operations of our customers or suppliers. We cannot predict the probability of any future outbreak of radiation related diseases as a possible result of nuclear power plants damage caused by the SendaiGreat East Japan Earthquake of 2011 or the extent of the material adverse impact that this could have on our business and results of operations.

Risks Relating to Our Common Shares or ADSs

The Company’s ability to maintain its listing and trading status of common shares on the Taiwan Stock Exchange or ADSs on the NASDAQ Stock Market is dependent on factors outside of the Company’s control and satisfaction of stock exchange requirements. The Company may not be able to overcome such factors that disrupt its trading status of common shares on the Taiwan Stock Exchange or ADSs on the NASDAQ Stock Market or satisfy other eligibility requirements that may be required of it in the future.

The Company became listed and commenced trading its common shares on the main board of Taiwan Stock Exchange (“TWSE”) on April 11, 2014 and its ADSs on the NASDAQ Stock Market (“NASDAQ”) on November 1, 2016. For a TWSE-listed and NASDAQ-listed company to continue trading on the main board of TWSE and NASDAQ depends in part on market conditions and other factors that may not within the control of the Company. For these reasons there can be no assurance that the Company’s shares will continue to be listed or traded on the TWSE or ADSs will continue to be listed or traded on the NASDAQ.

Volatility in the price of our common shares or ADSs may result in shareholder litigation that could in turn result in substantial costs and a diversion of our management’s attention and resources.

The financial markets in the United States and other countries have experienced significant price and volume fluctuations, and market prices of technology companies have been and continue to be extremely volatile. Volatility in the price of our common shares or ADSs may be caused by factors outside of our control and may be unrelated or disproportionate to our results of operations. Shareholders of public companies such as the Company frequently institute securities class action litigations against companies following periods of volatility in the market price of a public company securities including common shares and ADSs. Litigation of this kind against the Company could result in substantial costs and a diversion of our management’s attention and resources.

Certain provisions in our constitutive documents and in our severance agreements with our executive officers make the acquisition of us by another company more difficult and costly and therefore may delay, defer or prevent a change of control.

We entered into change in control severance agreements with certain management pursuant to which we agreed to pay certain severance payments if a change in control event (as defined in the change in control severance agreements) occurs and the employment of such executive officer is terminated by our company other than for cause or by such executive officer for good reasons within two years following the occurrence of the change in control event. These agreements may increase the cost of a party seeking to effect a change in control of our company.

Future sales, pledge or issuance of common shares or ADSs by us or our current shareholders could depress our share price or ADSs price and you may suffer dilution.

Sales of substantial amounts of common shares or ADSs in the public market, the perception that future sales may occur, or the pledge of a substantial portion of our common shares or ADSs could depress the prevailing market price of our common shares or ADSs. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders” for further information about our major shareholders.

The Company was listed and commenced trading of common shares on the main board of TWSE on April 11, 2014. See “—Risks Relating to Our Common Shares or ADSs—The Company’s ability to maintain its listing and trading status of common shares on the Taiwan Stock Exchange or ADSs on the NASDAQ Stock Market is dependent on factors outside of the Company’s control and satisfaction of stock exchange requirements. The Company may not be able to overcome such factors that disrupt its trading status of common shares on the Taiwan Stock Exchange or ADSs on the NASDAQ Stock Market or satisfy other eligibility requirements that may be required of it in the future” for additional information on the Company’s listing on the main board of TWSE. We plan to issue, from time to time, additional shares in connection with employee compensation and to finance possible future capital expenditures, investments or acquisitions. See “Item 6. Directors, Senior Management and Employees—Restricted Shares” for a discussion of the plan of the Restricted Shares that we have adopted for the benefit of our employees. The issuance of additional shares may have a dilutive effect on other shareholders and may cause the price of our common shares or ADSs to decrease.

On December 11, 2015, the Board of the Company authorized and the Company and Tsinghua Unigroup executed the Tsinghua Share Subscription Agreement, to sell and issue 299,252,000 shares of the Company to Tsinghua Unigroup through the Private Placement at a price of NT$40.0 per common share representing an aggregate purchase price of approximately NT$12.0 billion. On November 30, 2016, the Company and Tsinghua Unigroup mutually agreed to terminateGuowei executed the Tsinghua Share Subscription Agreement and to form a joint-venture.Equity Interest Transfer Agreement. Under the joint-venture,agreement, ChipMOS BVI, a wholly-owned subsidiary of the Company, would sell 54.98% of the equity interests of its wholly-owned subsidiary, Unimos Shanghai, to strategic investors, including Unigroup Guowei, a subsidiary of Tsinghua Unigroup, which will hold 48% equity interests of Unimos Shanghai. The transaction was completed in March 2017 and Unimos Shanghai is no longer the subsidiary of the Company. On December 16, 2019, Unigroup Guowei and one of the strategic investor sold and transferred all equity interests of Unimos Shanghai to Yangtze Memory Technologies co., Ltd. (“Yangtze Memory”), which holds 50% equity interests of Unimos Shanghai after completed transaction.

Holders of Our ADSs do not have the same voting rights as holders of our common shares.

Under the ROC Company Act, except under limited circumstances, shareholders have one vote for each common share held. See “Item 10. Additional Information—Voting Rights” for a discussion of voting rights of holders of our common shares. Holders of our ADSs do not have the same voting rights as holders of our common shares. Instead, the voting rights of a holder of our ADSs are governed by the Deposit Agreement and are able to exercise voting rights on an individual basis as follows: if a holder of our ADSs outstanding at the relevant record date instructs the depositary to vote in a particular manner for or against a resolution, including the election of directors, the depositary will cause all the shares represented by such holder’s ADSs to be voted in that manner. If the depositary does not receive timely instructions from a holder of our ADSs outstanding at the relevant record date to vote in a particular manner for or against any resolution, including the election of directors, such holders of our ADSs will be deemed to have instructed the depositary or its nominee to give a discretionary proxy to a person designated by the Company to vote all the shares represented by such holder’s ADSs at the discretion of such person, which may not be in the interest of holders of our ADSs.

If anon-ROC holder of our ADSs withdraws and holds our shares, such holder of our ADSs will be required to appoint a tax guarantor, local agent and custodian in the ROC and register with the TWSE in order to buy and sell securities on the TWSE.

When anon-ROC holder of our ADSs elects to withdraw and hold our shares represented by our ADSs, such holder of our ADSs will be required to appoint an agent for filing tax returns and making tax payments in the ROC. Such agent will be required to meet the qualifications set by the ROC Ministry of Finance and, upon appointment, will become the guarantor of the withdrawing holder’s tax payment obligations. Evidence of the appointment of a tax guarantor, the approval of such appointment by the ROC tax authorities and tax clearance certificates or evidentiary documents issued by such tax guarantor may be required as conditions to such holder repatriating the profits derived from the sale of our shares. We cannot assure you that a withdrawing holder will be able to appoint, and obtain approval for, a tax guarantor in a timely manner.

In addition, under the current ROC law, such withdrawing holder is required to register with the TWSE and appoint a local agent in the ROC to, among other things, open a bank account and open a securities trading account with a local securities brokerage firm, pay taxes, remit funds and exercise such holder’s rights as a shareholder. Furthermore, such withdrawing holder must appoint a local bank or local securities firm to act as custodian for confirmation and settlement of trades, safekeeping of securities and cash proceeds and reporting and declaration of information. Without satisfying these requirements,non-ROC withdrawing holders of our ADSs would not be able to hold or otherwise subsequently sell our shares on TWSE or otherwise. Appointment of an agent or a tax guarantor might also incur additional costs.

Pursuant to Mainland Investors Regulations,investors regulations, only qualified domestic institutional investors (the “QDIIs”, each a “QDII”) or persons that have otherwise obtained the approval from the MOEAIC and registered with the TWSE are permitted to withdraw and hold our shares from a depositary receipt facility. In order to hold our shares, such QDIIs are required to appoint an agent and custodian as required by the Mainland Investors Regulations.investors regulations. If the aggregate amount of our shares held by any QDII or shares received by any QDII upon a single withdrawal accounts for 10.0% of our total issued and outstanding shares, such QDII must obtain the prior approval from the MOEAIC. We cannot assure you that such approval would be granted.

Restriction on the ability to deposit our shares into our ADR facility may adversely affect the liquidity and price of our ADSs.

The ability to deposit our shares into our ADR facility is restricted by the ROC law. Under the current ROC law, no person or entity, including you and the Company, may deposit our shares into our ADR facility without specific approval of the Financial Supervisory Commission of the ROC, or the FSC, unless:

 

 (1)

the Company pays stock dividends on our shares;

 

 (2)

the Company makes a free distribution of our shares;

 

 (3)

holders of our ADSs exercise preemptive rights in the event of capital increases; or

 

 (4)

to the extent permitted under the Deposit Agreement and the relevant custody agreement, investors purchase our shares, directly or through the depositary, on the TWSE, and deliver our shares to the custodian for deposit into our ADR facility, or our existing shareholders deliver our shares to the custodian for deposit into our ADR facility.

With respect to item (4) above, the depositary may issue our ADSs against the deposit of our shares only if the total number of our ADSs outstanding following the deposit will not exceed the number of our ADSs previously approved by the FSC, plus any our ADSs issued pursuant to the events described in items (1), (2) and (3) above.

In addition, in the case of a deposit of our shares requested under item (4) above, the depositary will refuse to accept deposit of such our shares if such deposit is not permitted under any legal, regulatory or other restrictions notified by the Company to the depositary from time to time, which restrictions may include blackout periods during which deposits may not be made, minimum and maximum amounts and frequency of deposits.

The rights of holders of our ADSs to participate in our rights offerings isare limited, which could cause dilution to your holdings.

The Company may from time to time distribute rights to its shareholders, including rights to acquire its securities. Under the Deposit Agreement, the depositary will not offer holders of our ADSs those rights unless both the distribution of the rights and the underlying securities to all our ADS holders are either registered under the Securities Act or exempt from the registration under the Securities Act. Although the Company may be eligible to take advantage of certain exemptions under the Securities Act available to certain foreign issuers for rights offering, the Company can give no assurances that it will be able to establish an exemption from registration under the Securities Act, and it is under no obligation to file a registration statement for any of these rights. Accordingly, holders of our ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings.

If the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case holders of our ADSs will receive no value for these rights.

Changes in exchanges controls which restrict your ability to convert proceeds received from your ownership of our ADSs may have an adverse effect on the value of your investment.

Under the current ROC law, the depositary, even without obtaining approvals from the Central Bank of the Republic of China (Taiwan) or any other governmental authority or agency of the ROC, may still convert NT dollars into other currencies, including US dollars, for:

 

the depositary of the sale of common shares represented by ADSs or received as stock dividends from our shares and deposited into the depositary receipt facility; and

 

any cash dividends or cash distributions received.

In addition, the depositary may also convert into NT dollars incoming payments for purchase of common shares for deposit in ADR facility against the creation of additional ADSs. However, the depositary may be required to obtain foreign exchange approval from the Central Bank of the Republic of China (Taiwan) on apayment-by-payment basis for conversion from NT dollars into foreign currencies of the proceeds from the sale of subscription rights for new common shares. Although it is expected that the Central Bank of the Republic of China (Taiwan) will grant this approval as a routine manner, weWe cannot assure you that in the future any approval will be obtained in a timely manner, or at all.

Under the ROC Foreign Exchange Control Law, the Executive Yuan of the ROC government may, without prior notice but subject to subsequent legislative approval, impose foreign exchange controls in the event of, among other things, a material change in international economic conditions. We cannot assure you that foreign exchange controls or other restrictions will not be introduced in the future.

Item 4.

Information on the Company

Overview of the Company

We are one of the leading independent providers of semiconductor assembly and testtesting services. Specifically, we are one of the leading independent providers of testing and assembly services for LCD, OLED and other display panel driver semiconductors and advanced memory and logic/mixed-signal products in Taiwan. The depth of our engineering expertise and the breadth of our assembly and testtesting technologies enable us to provide our customers with advanced and comprehensive assembly and testtesting services. In addition, our geographic presence in Taiwan is attractive to customers wishing to take advantage of the logistical and cost efficiencies stemming from our close proximity to foundries and producers of consumer electronic products in Taiwan. Our production facilities are located in Hsinchu and Tainan, Taiwan.

Our Structure and History

We are a company limited by shares, incorporated on July 28, 1997, under the ROC Company Act, under the name “ChipMOS TECHNOLOGIES INC.” (“ChipMOS Taiwan”), as a joint venture company between Mosel Vitelic Inc. (“Mosel”) and Siliconware Precision Industries Co., Ltd. (“Siliconware Precision”) and with the participation of other investors. Our operations consist of the assembly and testtesting of semiconductors as well as gold bumping and memory module manufacturing. Our principal place of business is located at No. 1, R&D Road 1, Hsinchu Science Park, Hsinchu, Taiwan, ROC and its phone number is (886) 3 577 0055 and our Internetinternet website address is “https://www.chipmos.com.”

In January 2001, ChipMOS Bermuda acquired an equity interest in the Company issuing its shares to the Company’s shareholders in exchange for their 70.3% shareholding in the Company. In October 2001, the Company issued 6,911,732 common shares as employee bonuses. In December 2002, ChipMOS Bermuda issued 132,793 shares in exchange for 5,633,442 shares of the Company held by these employees. On September 14, 2007, the Company completed a share exchange transaction with ChipMOS Bermuda pursuant to which ChipMOS Bermuda exchanged one common share for every 8.4 common shares of the Company. Following the completion of the share exchange transaction, the Company became ChipMOS Bermuda’s wholly-owned subsidiary. In February 2010, ChipMOS Bermuda agreed to sell 15.8% of the Company’s outstanding shares to Siliconware Precision. The share purchase transaction was completed in January 2011.

As part of the Company’s listing plan on the TWSE, on April 16, 2013, ChipMOS Bermuda completed the sale of 6.5 million common shares of the Company, at the price of NT$15.0 per share to the Company’s underwriters and certain others, includingnon-US employees of the Company. From September 2, 2013 to October 3, 2013, ChipMOS Bermuda sold 180 million common shares of the Company, at the price of NT$20.0 per shares to investors.www.chipmos.com” . The Company became listed and commenced trading on the main board of TWSE on April 11, 2014.

According to the merger agreement, entered between the Company and ChipMOS Bermuda dated January 21, 2016 (the “Merger Agreement”), ChipMOS Bermuda merged with and into the Company, with the Company being the surviving company after the Merger. The transaction was accounted as capital reorganization within the Company and its subsidiaries (the “Group”), please see “Item 5. Operating and Financial Review and Prospects—Recent Acquisitions”. Any common shares of ChipMOS Bermuda issued and outstanding immediately prior to the effective time of the Merger was cancelled and, in exchange, each former holder of such cancelled common shares of ChipMOS Bermuda was entitled to receive, with respect to each such share (i) US$3.71 in cash, without interest, and (ii) 0.9355 ADSs representing 18.71 shares of the Company (each ADS representing 20 new common shares, par value of NT$10 each, to be issued by the Company) in exchange for each of ChipMOS Bermuda’s common share held (the US$3.71 in cash and together with the ADSs, the “Merger Consideration”). The Merger was completed and effective on October 31, 2016. The Company issued 512,405,340 common shares represented by the ADSs and the ADSs were listed on the NASDAQ on November 1, 2016.

The following chart illustrates our corporate structure and our equity interest in each of our principal subsidiaries as of the date of this Annual Report on Form20-F.

 

LOGOLOGO

 

Note:

(1)

Under IFRS 10 “Consolidated Financial Statements”, we are required to consolidate the financial results of any subsidiaries in which we hold a controlling interest or voting interest in excess of 50% or we have the power to direct or cause the direction of the management and policies, notwithstanding the lack of majority ownership. In 2014,2015, we consolidated the financial results of ChipMOS U.S.A., Inc., or (“ChipMOS USA,USA”), and ChipMOS BVI. We also consolidated Unimos Shanghai, ChipMOS BVI’s previously wholly-owned subsidiary prior to ChipMOS BVI’s sale of its 54.98% equity interests in Unimos Shanghai in March 2017. In March 2020, we consolidated the financial results of ChipMOS SEMICONDUCTORS (Shanghai) LTD. (“ChipMOS Shanghai”), a wholly-owned subsidiary of ChipMOS BVI.

Agreements with Tsinghua Unigroup Ltd.

On December 11, 2015, the board of the Company authorized and the Company signed the Tsinghua Share Subscription Agreement, which is included as Exhibit 4.3, to sell the Company’s 299,252,000 shares to Tsinghua Unigroup through a private placement at a price of NT$40.0 per common share of the Company representing an aggregate purchase price of approximately NT$12.0 billion.

On December 11, 2015, the Company and Tsinghua Unigroup also executed the Strategic Alliance Agreement, which is included as Exhibit 4.4, designed to strengthen the long-term cooperation relationship between the two companies. Under the terms of the Strategic Alliance Agreement, Tsinghua Unigroup would assist the Company in expanding and strengthening the relationship between the Company and companies relating to the assembly and test services of LCD drivers and wafer bumping services in the PRC, and would introduce other potential suppliers, customers and business partners in the PRC to the Company.

On February 25, 2016, the Company and Tsinghua Unigroup executed the Subscriber Joinder Agreement, which is included as Exhibit 4.6, under which Tsinghua Unigroup assigned its obligations and liabilities under the Tsinghua Share Subscription Agreement to Tibet MaoYeChaungXin INVESTMENT CO., LIMITED (“Tibet MaoYe”), which is a subsidiary controlled by Tsinghua Unigroup. From the execution of the Subscriber Joinder Agreement, Tibet MaoYe became the “Subscriber” defined in the Tsinghua Share Subscription Agreement and assumed all the rights, benefits, liabilities and obligations incurred from the Tsinghua Share Subscription Agreement. On the same date, the Company and Tibet MaoYe executed the Tibet MaoYe Share Subscription Agreement (included as Exhibit 4.7), the substantive content of which is consistent with the Tsinghua Share Subscription Agreement.

On November 30, 2016, the Company and Tsinghua Unigroup mutually agreed to terminate the Tsinghua Share Subscription Agreement and to form a joint-venture. Under the joint-venture, the Equity Interest Transfer Agreements among ChipMOS BVI, a wholly-owned subsidiary of the Company, and some strategic investors which including Unigroup Guowei, a subsidiary of Tsinghua Unigroup, were executed. Pursuant to the Equity Interest Transfer Agreements, ChipMOS BVI would sell 54.98% equity interests of its wholly-owned subsidiary, Unimos Shanghai, to the strategic investors, and Unigroup Guowei would hold 48% equity interests of Unimos Shanghai, and the other strategic investors, including a limited partnership owned by Unimos Shanghai’s employees, would own approximately 6.98% equity interest of Unimos Shanghai. The transaction was completed in March 2017. Unimos Shanghai is no longer the subsidiary of the Company following the completion of equity interests transfer. Also pursuant to the agreement, ChipMOS BVI and the strategic investors agreed to further invest RMB 1,074 million into Unimos Shanghai. The further investment was completed in two tranches, one in July 2017 at RMB 687 million and one in February 2018 at RMB 387 million. On December 16, 2019, Unigroup Guowei and one of the strategic investor sold and transferred all equity interests of Unimos Shanghai to Yangtze Memory, which holds 50% equity interests of Unimos Shanghai after completed transaction.

Our Principal Consolidated Subsidiaries

Below is a description of our principal consolidated subsidiaries:

ChipMOS TECHNOLOGIES (BVI) LTD., or formerly known as MODERN MIND TECHNOLOGY LIMITED and Unimos Microelectronics (Shanghai) Co., Ltd. or formerly known as ChipMOS TECHNOLOGIES (Shanghai) LTD. ChipMOS BVI was incorporated in the British Virgin Islands in January 2002. Before the transfer of 54.98% equity interests of Unimos Shanghai which was completed in March 2017, ChipMOS BVI conducted its operations through Unimos Shanghai, a wholly-owned subsidiary incorporated in Mainland China. See “—Our Structure and History—Agreements with Tsinghua Unigroup Ltd.” for more details. Unimos Shanghai is engaged in wafer testing and semiconductor assembly and test.testing.

On November 30, 2016, ChipMOS BVI entered into the Equity Interest Transfer Agreements with Unigroup Guowei and other strategic investors. Under the agreements, ChipMOS BVI would sell 54.98% of the equity interests of Unimos Shanghai, to the strategic investors. Following the transaction which was completed in March 2017, Unigroup Guowei holds 48% equity interests of Unimos Shanghai, the other strategic investors, including a limited partnership owned by Unimos Shanghai’s employees, own approximately 6.98% equity interest of Unimos Shanghai, and ChipMOS BVI holds 45.02% equity interests of Unimos Shanghai. Unimos Shanghai is no longer the subsidiary of the Company. ChipMOS BVI and the strategic investors agreed to further invest RMB 1,074 million into Unimos Shanghai. The further investment was completed in two tranches, one in July 2017 at RMB 687 million and one in February 2018 at RMB 387 million. In July 2018 ChipMOS TECHNOLOGIES (Shanghai) LTD. was renamed Unimos Microelectronics (Shanghai) Co., Ltd.

ChipMOS SEMICONDUCTORS (Shanghai) LTD.ChipMOS Shanghai was incorporated in Mainland China in March 2020, which is a wholly-owned subsidiary of ChipMOS BVI. It primarily engaged in providing research and development, and marketing of semiconductors, circuits, electronic related produces, for its parent company and affiliates, throughout Mainland China.

ChipMOS U.S.A., Inc.ChipMOS USA was incorporated in the United States of America in October 1999. It is primarily engaged in providing research and development, and marketing of semiconductors, circuits, electronic related produces, for its parent company and affiliates, throughout the United States of America. ChipMOS USA began generating revenue in 2001. As of December 31, 2018,2019, ChipMOS Taiwan owned 100% of the outstanding shares of ChipMOS USA.

Industry Background

We provide a broad range ofback-end assembly and testtesting services. TestTesting services include engineering test, wafer probing and final test of memory and logic/mixed-signal semiconductors. We also offer a broad selection of leadframe- and organic substrate-based package assembly services for memory and logic/mixed-signal semiconductors. Our advanced leadframe-based packages include thin small outline packages, or TSOPs, and our advanced organic substrate-based packages include fine-pitch ball grid array packages (“fine-pitch BGA”). In addition, we provide gold bumping, reel to reel assembly and testtesting services for LCD, OLED and other display panel driver semiconductors by employing TCP, COF and COG technologies.

Semiconductors tested and assembled by us are used in personal computers, graphics applications such as game consoles communications equipment mobile products such as cellular handsets, tablets, consumer electronic products automotive/industry and display applications such as display panels. In 2018, 25.9%2019, 20.9% of our revenue was derived from testing services for memory and logic/mixed-signal semiconductors, 25.3% from assembly services for memory and logic/mixed-signal semiconductors, 30.8%34.1% from LCD, OLED and other display panel driver semiconductor assembly and testtesting services and 18.0%19.7% from bumping services for semiconductors, respectively.

Semiconductor Industry Trends

Growth in the semiconductor industry is largely driven byend-user demand for consumer electronics, communications equipment and computers, for which semiconductors are critical components. The worldwide semiconductor industry has experienced peaks and troughs over the last decade, with a severe downturn at the second half of 2018. Beginning in the fourth quarter of 2018, the semiconductor industry commenced another downturn that increased in unprecedented severity into the first half of 2019. The overall semiconductor industry commenced to recover from the downturn in the second quarter of 2019. However, as theCOVID-19 has spread across the world wide recently, many countries have taken extreme measures to contain the transmission, including total or partial lockdown of the infected areas, travel bans, closures of factories, among others. That may disrupt the semiconductor supply chain and end product demand for an indefinite period of time. This is a rapidly evolving situation and the impact ofCOVID-19 on the global economy and our business is uncertain at this time. While the continued spread ofCOVID-19 and the measures taken by the governments, in response toCOVID-19 could adversely impact global semiconductor industry.

Selected Key Semiconductor Markets

While a recovery trend inend-user demand for new and improved electronic products and applications continues, various sectors of the semiconductor industry are in turn expected to benefit from a resumption in growth. These sectors include the memory semiconductor market for industrial, mobile and automotive applications, and the LCD, OLED and other display panel driver semiconductor market.

Memory Semiconductor Market

The potential for memory market growth is linked to anticipated memory content increases in consumer electronics, industrial,data center, wireless base-station, PC and PCsmartphone applications (after such time as a recovery occurs inend-user demand for these) due to increasing operatingupdated system requirements (such as 5G), increasing use of storage, graphics in gaming and other applications, continued growth of broadband content and a transition to64-bit PC architecture.applications. The memory market is dominated by two segments-DRAM and flash memory. Potential growth in the DRAM market is expected to be driven by continued growth in both the commodity and niche DRAM market, as well as growth opportunities in mobile DRAM as memory requirements significantly increase for mobile applications.applications and storage requirement for data center application. Flash memory market potential growth is expected to be driven by increasing memory requirements for cellular handsets, digital cameras, digital audio/video, server, wireless base-station and other mobile applications, and new application demand of NOR flash for automotive/industry, OLED panel and touch with display driver integration (TDDI).

LCD, OLED and Other Display panel Driver Semiconductor Market

Display panels are used in applications such as PC monitors, notebook computers, tables, television sets, cellular handsets and digital cameras. Theend-user demand for LCD, OLED and other display panel driver semiconductors experienced a downturn in 2007 and 2008. The LCD driver market startedtends to recover invery over time. From the second quarter of 2009. During second half of 2015, we were experiencing inventory corrections of certain market segments. With the2017 until Q4 2019, increasing penetration rate of UHD TVs, 4K TVs has stable strong demand and with 8K TVs emerging which demands moreresulted in increased demand for COF quantities pre TV and leads to high utilization level of COF assemblyassembly. But the demand is soft since Q4 2019 due to the second halfhigh TV panel inventory at panel maker and continues to first quarter of 20172020. However, some increasing demand of COF for tablet and up to date.Notebook panel recently by distance education and work at home forCOVID-19 outbreak. Regarding to the small panel application, an integrated driver IC solution, TDDI, is emerging usingfor use in smart phonephones since second half of 2018. There areBecause TDDI penetrated from FHD grade panel in 2018 to HD grade panel in 2019, use of TDDI solution increased to more than 30%50% of driver ICs of smart phonephones are used TDDI solutionin 2019 from 30% in 2018. Meanwhile, there are around 21%more and more high end grade panel of TDDIsmartphone, FHD and plus, increase the panel resolution and quality by OLED panel, particularly flexible OLED panel. OLED driver IC is packaged to COF formatalso emerging in Q4 2018, which driven by narrow bezel screen panel requirementfourth quarter of new smart phone. The TDDI demand still keep very strong in Q1 2019, and COF format TDDI grows to around 25%significantly increases in Q1 2019.2020.

Logic/Mixed-Signal Semiconductor Market

The communications market is one of the main drivers of potential growth in the semiconductor industry. Logic/mixed-signal semiconductors, which are chips with analog functionality covering more than half of the chip area, are largely used in the communications market. The increasing use of digital technology in communications equipment requires chips with both digital and analog functionality for applications such as modems, network routers, switches, cableset-top boxes and cellular handsets. As the size and cost of cellular handsets and other communications-related devices have decreased, components have increased in complexity. Logic/mixed-signal semiconductors, such as LCD controller, power devices, fingerprint sensors and MEMS products, TV scaler and DVD controllers, are also used in consumer electronic products.

Overview of the Semiconductor Manufacturing Process

The manufacturing of semiconductors is a complex process that requires increasingly sophisticated engineering and manufacturing expertise. The manufacturing process may be broadly divided into the following stages:

 

LOGO

LOGO

Process

  

Description

Circuit Design  The design of a semiconductor is developed by laying out circuit patterns and interconnections.
Wafer Fabrication  Wafer fabrication begins with the generation of a photomask, a photographic negative onto which a circuit design pattern is etched or transferred by an electron beam or laser beam writer. Each completed wafer contains many fabricated chips, each known as a die.
Wafer Probe  Each individual die is then electrically tested, or probed, for defects. Dies that fail this test are discarded, or, in some cases, salvaged using laser repair.
Assembly  The assembly of semiconductors serves to protect the die, facilitates its integration into electronic systems and enables the dissipation of heat. The process begins with the dicing of the wafers into chips. Each die is affixed to a leadframe-based or organic substrate-based substrate. Then, electrical connections are formed, in many cases by connecting the terminals on the die to the inner leads of the package using fine metal wires. Finally, each chip is encapsulated for protection, usually in a molded epoxy enclosure.
Final Test  Assembled semiconductors are tested to ensure that the device meets performance specifications. Testing takes place on specialized equipment using software customized for each application. For memory semiconductors, this process also includes“burn-in” testing to screen out defective devices by applying very high temperatures and voltages onto the memory device.

Outsourcing Trends in Semiconductor Manufacturing

Historically, integrated device manufacturers (“IDMs”), designed, manufactured, tested and assembled semiconductors primarily at their own facilities. In recent years, there has been a trend in the industry to outsource various segments of stages in the manufacturing process to reduce the high fixed costs resulting from the increasingly complex manufacturing process. Virtually every significant stage of the manufacturing process can be outsourced. The independent semiconductor manufacturing services market currently consists of wafer fabrication and probing services and semiconductor assembly and testtesting services. Most of the world’s major IDMs now use some independent semiconductor manufacturing services to maintain a strategic mix of internal and external manufacturing capacity. Many of these IDMs are continuously significantly reducing their investments in new semiconductor assembly and testtesting facilities.

The availability of technologically advanced independent semiconductor manufacturing services has also enabled the growth of “fabless” semiconductor companies that focus exclusively on semiconductor design and marketing and outsource their fabrication, assembly and testtesting requirements to independent companies.

We believe the outsourcing of semiconductor manufacturing services, and in particular of assembly and testtesting services, will increase for many reasons, including the following:

Significant Capital Expenditure Requirements. Driven by increasingly sophisticated technological requirements, wafer fabrication, assembly and testtesting processes have become highly complex, requiring substantial investment in specialized equipment and facilities and sophisticated engineering and manufacturing expertise. In addition, product life cycles have been shortened magnifying the need to continuously upgrade or replace manufacturing, assembly and testtesting equipment to accommodate new products. As a result, new investments inin-house fabrication, assembly and testtesting facilities are becoming less desirable for IDMs because of the high investment costs, as well as difficulties in achieving sufficient economies of scale and utilization rates to be competitive with the independent service providers. On the contrary, independent foundry, assembly and testtesting companies are able to realize the benefits of specialization and achieve economies of scale by providing services to a large customer base across a wide range of products. This enables them to reduce costs and shorten production cycles through high capacity utilization and process expertise.

Increasing Focus on Core Competencies. As the costs of semiconductor manufacturing facilities increase, semiconductor companies are expected to further outsource their wafer fabrication, assembly and testtesting requirements to focus their resources on core competencies, such as semiconductor design and marketing.

Time-to-Market Pressure. Increasingly short product life cycles have amplifiedtime-to-market pressure for semiconductor companies, leading them to rely increasingly on independent companies as a key source for effective wafer fabrication, assembly and testtesting services.

Semiconductor Assembly and TestTesting Services Industry

Growth in the semiconductor assembly and testtesting services industry is driven by increased outsourcing of the various stages of the semiconductor manufacturing process by IDMs and fabless semiconductor companies.

The Semiconductor Industry and Conditions of Outsourcing in Taiwan and Mainland China

Taiwan is one of the world’s leading locations for outsourced semiconductor manufacturing. The semiconductor industry supply chain in Taiwan has developed such that the various stages of the semiconductor manufacturing process have been disaggregated, thus allowing for specialization. The disaggregation of the semiconductor manufacturing process in Taiwan permits these semiconductor manufacturing service providers to focus on particular parts of the production process, develop economies of scale, maintain higher capacity utilization rates and remain flexible in responding to customer needs by loweringtime-to-market pressure faced by semiconductor companies. There are several leading service providers in Taiwan, each of which offers substantial capacity, high-quality manufacturing, leading semiconductor wafer fabrication, test, assembly and process technologies, and a full range of services. These service providers have access to an educated labor pool and a large number of engineers suitable for sophisticated manufacturing industries. As a result, many of the world’s leading semiconductor companies outsource some or all of their semiconductor manufacturing needs to Taiwan’s semiconductor manufacturing service providers and take advantage of the close proximity among facilities in the supply chain. In addition, companies located in Taiwan are very active in the design and manufacture of electronic systems, which has created significant local demand for semiconductor devices.

A few years ago, Mainland China had emerged as an attractive location for outsourced semiconductor manufacturing based on the fact. Companies could take advantage of strongly supports by Mainland China government to accelerate the development of the semiconductor industry and a large domestic market. These factors had driven increased relocation of much of the electronics industry manufacturing and supply chain to Mainland China. But according to the economics uncertainty caused by the trade tensions in 2018 and 2019, the related investment in China risk is increasing. An increasing number of global electronic systems manufacturers and contract manufacturers are relocating or have relocated production facilities from Mainland China.

Our Strategy

Our goal is to reinforce our position as a leading independent provider of semiconductor assembly and testtesting services, concentrating principally on memory, logic/mixed-signal and LCD, OLED and other display panel driver semiconductors. The principal components of our business strategy are set forth below.

Focus on Providing Our Services to Potential Growth Segments of the Semiconductor Industry.

We intend to continue our focus on developing and providing advanced assembly and testtesting services for potential growth segments of the semiconductor industry, such as memory, logic/mixed-signal, MEMS, LCD, OLED and other display panel driver semiconductors and bumping services. We believe that our investments in equipment and research and development in some of these areas allow us to offer a service differentiated from that of our competition. In order to benefit from the expected resumption of growth in these segments, we intend to continue to invest in capacity to meet the assembly and testtesting requirements of these key semiconductor market segments.

Continue to Invest in the Research and Development of Advanced Assembly and TestTesting Technologies.

Critical to our business growth is the continuation to expand our capabilities in testing and assembly and integrate wafer bumping and assembly core technologies to provideturn-key total solution service to our customers. We typically focus on advanced technologies that consist of greater potentials to generate higher margins. For example, we conducted new product introductions and on anon-going basis continue to expand our capabilities in fine-pitch wafer bumping, multi-chip package (“MCP”), flip chip package, and high speed assembly and testtesting of fine-pitch TDDI &and 12” COFs. We have also introduced low cost metal composite bump (“MCB”) products based on our proprietary Cu plating technology to service display panel market and expand offerings to other business regions. We continue to maintain close working relationships with local and overseas research institutions and universities to keep abreast with leading edge technologies and broaden the scope of applications.

In 2019,2020, we expect to focus our research and development efforts in the following areas:

 

development of advanced assembly technologies inDeveloping 3P/3M Cu pillar and WLCSP MEMS, finger print sensors, and flip chip products for memory devices and mixed-signal products;high pin count product.

 

expand fine-pitch AuContinually develop fine pitch RDL line width and Cu bumping technologyspace (4um/4um) for 300mm wafers;copper RDL application.

 

expand fine-pitch test capabilitiesDeveloping fine pitch inner lead width and space for advanced Display Panel drivers for example, OLED & TDDI products;

carry outin-process improvement to improve manufacturing yields and shorten turnaround time;COF ILB assembly.

 

develop new software conversion programsEvaluate thinner PI film of COF tape to increase the capabilitiestape flexible property for full screen of our testers; andFDP device development.

 

continue to focus on delivering environmentally friendly assembly services by eliminating lead and halogen elements from the materials.Developing COF FT test condition in low temperature condition-40ºC for automotive device specification.

Implement DBG/ SDBG for thin wafer capability.

16DP BGA/SiP product development.

In 2018,2019, we spent approximately 5.1%5.0% of our revenue on research and development. We will continue to invest our resources to recruit and retain experienced research and development personnel. As of March 31, 2019,2020, our research and development team comprised 659645 persons.

Build on Our Strong Presence in Taiwan and Strong Industrial Position Outside Taiwan.

We intend to build on our strong presence in key centers of semiconductor and electronics manufacturing to grow our business. Currently, most of our operations are in Taiwan, one of the world’s leading locations for outsourced semiconductor manufacturing. This presence provides us with several advantages. Firstly, our proximity to other semiconductor companies is attractive to customers who wish to outsource various stages of the semiconductor manufacturing process. Secondly, our proximity to many of our suppliers, customers and theend-users of our customers’ products enables us to be involved in the early stages of the semiconductor design process, enhances our ability to quickly respond to our customers’ changing requirements and shortens our customers’time-to-market. Thirdly, we have access to an educated labor pool and a large number of engineers who are able to work closely with our customers and other providers of semiconductor manufacturing services.

We believe that we are strategically positioned to capture the growth opportunities of the semiconductor market in Mainland China by joint venture with Tsinghua Unigroup to Unimos Shanghai.

Depending on customer’s demands, market conditions and other relevant considerations, we may from time to time look into other opportunities to expand our operations outside of Taiwan.

Expand Our Offering of Vertically Integrated Services.

We believe that one of our competitive strengths is our ability to provide vertically integrated services to our customers. Vertically integrated services consist of the integrated testing, assembly and direct shipment of semiconductors toend-users designated by our customers. Providing vertically integrated services enables us to shorten lead times for our customers. Astime-to-market and cost increasingly become sources of competitive advantage for our customers, they increasingly value our ability to provide them with comprehensiveback-end services.

We are able to offer vertically integrated services for a broad range of products, including memory, logic/mixed-signal and LCD, OLED and other display panel driver semiconductors. These services offerings include complementary technologies, products and services as well as additional capacity. We believe that these will continue to enhance our own development and expansion efforts into new and potential growth markets. We intend to establish new alliances with leading companies and, if suitable opportunities arise, engage in merger and acquisition activities that will further expand the services we can provide.

Focus on Increasing Sales through Long-Term Agreements with Key Customers as well as Business with Smaller Customers.

From time to time, we strategically agree to commit a portion of our assembly and testtesting capacity to certain of our customers. We intend to continue focus on increasing sales to key customers through long-term capacity agreements. The customers with which we entered long-term agreements include a reputable memory customer based in the US.U.S. See “—Customers” below for a more detailed discussion of these long-term agreements.

Global market and economic conditions have been unprecedented and challenging with tight credit conditions and recession in most major economies since 2008. In 2018 and 2019, we seek a long term capacity secure agreement with our customer for wafer test and 12” COF assembly of LCD, OLED and other display panel driver to reduce our investment risk. weWe also resumed our focus on our business with smaller customers or customers who do not place orders on a regular basisbasis. We believe that the dual focused strategy will assist us to be better prepared for the current economic volatility and ensure maximum utilization rate of our capacity and help us to develop closer relationships with all types of our customers.

Principal Products and Services

The following table presents, for the periods shown, revenue by service segment as a percentage of our revenue.

 

  Year ended December 31,   Year ended December 31, 
  2016   2017   2018   2017 2018 2019 

Testing

   25.0%    26.9%    25.9%    26.9 25.9 20.9

Assembly

   31.9       29.4       25.3       29.4 25.3 25.3

LCD and other display panel driver semiconductor testing and assembly revenue

   26.8       26.7       30.8    

LCD, OLED and other display panel driver semiconductor assembly and testing revenue

   26.7 30.8 34.1

Bumping

   16.3       17.0       18.0       17.0 18.0 19.7
  

 

   

 

   

 

   

 

  

 

  

 

 

Total revenue

   100.0%    100.0%    100.0%    100.0 100.0 100.0
  

 

   

 

   

 

   

 

  

 

  

 

 

Memory and Logic/Mixed-Signal Semiconductors

Testing

We provide testing services for memory and logic/mixed-signal semiconductors:

Memory. We provide testing services for a varietyhuge amount of varieties of memory semiconductors, such as SRAM, DRAM and Flash memory. To speed up the time-consuming process of memory product testing, we provide parallel test, which includes to completethe completion of a tested wafer test in one touchdown (up to 1,0002,000 plus devicesDUTs testing simultaneously). The memory semiconductors we test are usedtested were applying primarily in desktop computers, laptop, tablet computers, handheld consumer electronic, devices and wireless communication devices.

Logic/Mixed-Signal. We conduct tests on a wide variety of logic/mixed-signal semiconductors, with lead counts ranging from the single digits to over 1024 and data rate of up to 9GHz.16GHz. The semiconductors we test include audio/video codec, networking/communications, MCU, LCD related, and MEMS used for home entertainment/media center, personal computer applications, network/communication and mobile smart devices. We also test a variety of application specific integrated circuits (“ASICs”), for applications such as FHD/UHDUHD/8K LCD TV, Smartphone, Tablet PC, etc.

The following is a description of ourpre-assembly testing services:

Engineering Testing. We provide engineering testing services, including software program development, electrical design validation, reliability and failure analysis.

 

  

Software Program DevelopmentDesign and test engineers develop a customized software program and related hardware to test semiconductors on advanced test equipment. A customized software program is required to test the conformity of each particular semiconductor to its particular function and specification.

 

  

Electrical Design Validation. A prototype of the designed semiconductor is submitted to electrical tests using advanced test equipment, customized software programs and related hardware. These tests assess whether the test result of the prototype semiconductor complies with the designed requirements using a variety of different operating specifications, including functionality, frequency, voltage, current, timing and temperature range.

 

Reliability Analysis. Reliability analysis is designed to assess the long-term reliability of the semiconductor and its suitability of use for its intended applications. Reliability testing may include operating-life evaluation, during which the semiconductor is subjected to high temperature and voltage tests.

 

  

Failure Analysis.If the prototype semiconductor does not perform to specifications during either the electrical validation or reliability analysis process, failure analysis is performed to determine the reasons for the failure. As part of this analysis, the prototype semiconductor may be subjected to a variety of tests, including electron beam probing and electrical testing.

Wafer Probing. Wafer probing is the processa processing stage immediately beforeproceeding to the assembly of semiconductors and which involves visual inspection and the electrical testing ofto ensure the processed wafer to ensure that itwafers meets our customers’ specifications. Wafer probing employs sophisticated design and manufacturing technologies to connect the terminals of each chip for testing. DefectiveDefect chips are marked on the surface or memorized in an electronic file, known as a mapping file, to the following facilitate subsequent process.

Laser Repairing. This is a unique process in testing operation for special SOC memory products. In laser repairing, specific poly or metal fuses are blown after wafer probing to enable a spare row or column of a memory unit in SOC to replace athe replacement of the defective memory cell.

After assembly, we perform the following testing services:

Burn-In Testing. This process screens out unreliable products using high temperature, high voltage and prolonged stresses environment to ensure that finished products will survive a long period ofend-user service. This process is used only for memory products. This process needs customizedBurn-In board.

Top Marking . By using laser marker, the marking content were according to our customers’ specification, including the logo, part number, date code and lot number.

Final Testing. Assembled semiconductors are tested to ensure that the devices meet performance specifications. Tests are conducted using specialized equipment with software customized for each application in different temperature conditions ranging from-45 degrees Celsius to 125 degrees Celsius.

Final Inspection and Packing. Final inspection involves visual or auto-inspection of the devices to check any bent leads, ball damage, inaccurate markings or other package defects. Packing involves dry packing,package-in-tray,package-in-tube and tape and reel. According to package level, Dry packing involves heating semiconductors in a tray at 125 degrees Celsius for about four to six hours to remove the moisture before the semiconductors are vacuum-sealed in an aluminum bag.Package-in-tube involves packing the semiconductors in anti-static tubes for shipment. Tape and reel pack involves transferring semiconductors from a tray or tube onto an anti-static embossed tape and rolling the tape onto a reel for shipment to customers.

Assembly

Our assembly services generally involve the following steps:

 

Wafer Lapping  The wafers are ground to their required thickness.
Die Saw  Wafers are cut into individual dies, or chips, in preparation for thedie-attach process.
Die Attach  Each individual die is attached to the leadframe or organic substrate.
Wire Bonding  Using gold or silver wires, to connect the I/O pads on the die to the inner lead of leadframe or substrate.
Flip Chip Bonding  Using solder bumps or Cu pillar bumps on die, to connect the leadframe or substrate pad via soldering reflow.
Molding  The die and wires are encapsulated to provide physical support and protection.
Marking  Each individual package is marked to provide product identification.
Dejunking and Trimming  Mold flash is removed from between the lead shoulders through dejunking, and the dambar is cut during the trimming process.
Electrical Plating  A solderable coating is added to the package leads to prevent oxidization and to keep solder wettability of the package leads.
Ball Mount and Reflow  Each electrode pad of the substrate is first printed with flux, after which solder balls are mounted, heated and attached to the electrode pad of the substrate through a reflow oven.
Forming/Singulation  Forming involves the proper configuration of the device packages leads, and singulation separates the packages from each other.

We offer a broad range of package formats designed to provide our customers with a broad array of assembly services. The assembly services we offer customers are leadframe-based packages, which include thin small outline packages, and organic substrate-based packages, including fine-pitch BGA.

The differentiating characteristics of these packages include:

 

the size of the package;

 

the number of electrical connections which the package can support;

 

the electrical performance and requirements of the package; and

 

the heat dissipation requirements of the package.

As new applications for semiconductor devices require smaller components, the size of packages has also decreased. In leading-edge packages, the size of the package is reduced to just slightly larger than the size of the individual chip itself in a process known as chip scale packaging.

As semiconductor devices increase in complexity, the number of electrical connections required also increases. Leadframe-based products have electrical connections from the semiconductor device to the electronic product through leads on the perimeter of the package. Organic substrate-based products have solder balls on the bottom of the package, which create the electrical connections with the product and can support large numbers of electrical connections.

Leadframe-Based Packages. These are generally considered the most widely used package category. Each package consists of a semiconductor chip encapsulated in a plastic molding compound with metal leads on the perimeter. This design has evolved from a design plugging the leads into holes on the circuit board to a design soldering the leads to the surface of the circuit board.

The following diagram presents the basic components of a standard leadframe-based package for memory semiconductors:

 

LOGOLOGO

To address the market for miniaturization of portable electronic products, we are currently developing and will continue to develop increasingly smaller versions of leadframe-based packages to keep pace with continually shrinking semiconductor device sizes. Our advanced leadframe-based packages generally are thinner and smaller, have more leads and have advanced thermal and electrical characteristics when compared to traditional packages. As a result of our continual product development, we offer leadframe-based packages with a wide range of lead counts and sizes to satisfy our customers’ requirements.

The following table presents our principal leadframe-based packages, including the number of leads in each package, commonly known as lead-count, a description of each package and theend-user applications of each package.

 

Package

  

Lead-countLead-
count

  

Description

  

End-User Applications

Plastic Leaded Chip Carrier (PLCC)32-44

Package with leads on four sides

used in consumer electronics

products in which the size of the package is not vital

Copiers, printers, scanners, personal computers, electronic games, monitors
PlasticDual-in-line Package (PDIP)16-56Package with insertion leads on longer sides used in consumer electronics productsElectronic games, monitors, copiers, printers, audio and video products, personal computers
Thin Small Outline Package I (TSOP I)  28-5648-56  

Designed for high volume

production of low lead-count

memory devices, including flash memory, SRAM and MROM

  Notebook computers, personal computers, still and video cameras and standard connections for peripherals for computers
Thin Small Outline Package II (TSOP II)  24-8644-86  Designed for memory devices, including flash memory, SRAM, SDRAM and DDR DRAM  Disk drives, recordable optical disk drives, audio and video products, consumer electronics, communication products
Quad Flat Package (QFP)44-208Flat structure with4-sided peripheral leads designed for SRAM, graphic processors, personal computer chipsets and mixed-signal devicesWireless communication products, notebook computers, personal computers, consumer electronics
Quad Flat No Lead (QFN)  8-132  Thermal enhanced quad flat no lead package providing small footprint (chip scale), light weight with good thermal and electrical performance  Wireless communication products, notebook computers, PDAs, consumer electronics
Low-Profile Quad Flat Package (LQFP)  48-128  Low-profile and light weight package designed for ASICs, digital signal processors, microprocessors/ controllers, graphics processors, gate arrays, SSRAM, SDRAM, personal computer chipsets and mixed-signal devices  Wireless communication products, notebook computers, digital cameras, cordless/radio frequency devices
Thin Quad Flat Package (TQFP)44-128Designed for lightweight portable electronics requiring broad performance characteristics and mixed-signal devicesNotebook computers, personal computers, disk drives, office equipment, audio and video products and wireless communication products
Small Outline Package (SOP)  8  Designed for low lead-count memory and logic semiconductors, including SRAM and micro-controller units  Personal computers, consumer electronics, audio and video products, communication products
Multi-Chip Package (TSOP with organic substrate)(TSOP)  24-8644-86  Our patented design for memory devices, including SRAM, DRAM and SDRAM  Notebook computers, personal computers, disk drives, audio and video products, consumer products, communication products

Package

Lead-
count

Description

End-User Applications

Flip Chip Quad Flat No Lead (FCQFN)  6-24  

Thermal enhanced quad flat no lead package providing small footprint (chip scale), light weight with good thermal and electrical performance

Flip chip process is designed for better electrical performance compared to wire bonding process

  Wireless communication products, notebook computers, PDAs, consumer electronics

Organic Substrate-based Packages. As the number of leads surrounding a traditional leadframe-based package increases, the leads must be placed closer together to reduce the size of the package. The close proximity of one lead to another can create electrical shorting problems and requires the development of increasingly sophisticated and expensive techniques to accommodate the high number of leads on the circuit boards.

The BGA format solves this problem by effectively creating external terminals on the bottom of the package in the form of small bumps or balls. These balls are evenly distributed across the entire bottom surface of the package, allowing greater pitch between the individual terminals. The ball grid array configuration enableshigh-pin count devices to be manufactured less expensively with less delicate handling at installation.

Our organic substrate-based packages employ a fine-pitch BGA design, which uses a plastic or tape laminate rather than a leadframe and places the electrical connections, or leads, on the bottom of the package rather than around the perimeter. The fine-pitch BGA format was developed to address the need for the smaller footprints required by advanced memory devices. Benefits of ball grid array assembly over leadframe-based assembly include:

 

smaller size;

 

smaller footprint on a printed circuit board;

 

better electrical signal integrity; and

 

easier attachment to a printed circuit board.

The following diagram presents the basic component parts of a fine-pitch BGA package:

 

LOGOLOGO

The following table presents the ball-count, description andend-user applications of organic substrate-based packages we currently assemble:

 

Package

  

Connections

  

Description

  

End-User Applications

Mini BGA  24-400  Low-cost and space-saving assembly designed for low input/output count, suitable for semiconductors that require a smaller package size than standard BGA  Memory, analog, flash memory, ASICs, radio frequency devices, personal digital assistants, cellular handsets, communication products, notebook computers, wireless systems
Fine-Pitch BGA  54-126  Our patented design for DRAM products that require high performance and chip scale package (CSP)  Notebook computers, cellular handsets, global positioning systems, personal digital assistants, wireless systems
Very Thin Fine-Pitch BGA  48-176  Similar structure of Mini BGA package with thinner and finer ball pitch that is designed for use in a wide variety of applications requiring small size, high reliability and low unit cost  Handheld devices, notebook computers, disk drives, wireless and mobile communication products
Land Grid Array (LGA)  10-52  Thinner and lighter assembly designed essential to standard BGA without solder balls, suitable for applications that require high electrical performance  Disk drives, memory controllers, wireless, mobile communication products
Multi-Chip BGA  48-13748-153  Designed for assembly of two or more memory chips (to increase memory density) or combinations of memory and logic chips in one BGA package  Notebook computers, digital cameras, personal digital assistants, global positioning systems,sub-notebooks, board processors, wireless systems
Stacked-Chip BGA  24-16224-345  Designed for assembly of two or more memory chips or logic and memory chips in one CSP, reducing the space required for memory chips  Cellular handsets, digital cameras, personal digital assistants, wireless systems, notebook computers, global positioning systems
Flip Chip Chip-scale Package (FCCSP)  16-1500+  Better IC protection and solder joint reliability compared to direct chip attach (DCA) and chip on board (COB)  Memory, logic, microprocessor, application processor (AP), baseband (BB), solid state device, radio frequency (RF)
Chip on Wafer (CoW)  5-30  Integrated two different functional chips to a closer form into a compact package.Low-cost solution compared to through-silicon via (TSV)  Integrated MEMS

Land Grid Array (LGA) for FPS

(finger Print Sensor)

  20-52  Very thin clearance (50um) between chip & compound hard color coating with scratch resistance for protection and appearance matching of mobile devices  Security protection for mobile devices, home, notebook computer, etc.
Wafer Level Chip Scale Package (WLCSP)  6-1166-125  WLCSP package size is almost the same as die size. Simple assembly process flow, low cost. Small package suitable to apply on hand-held 3C electronic products  Electronic Compass, audio converter, nor flash product, power control, sensor magnetometer, MEMS magnetometer, CMOS Image Sensor controller, Laser diode driver, power manager IC (PMIC)

Wafer Level CSP

 

LOGOLOGO

Wafer-level CSP (WLCSP) is the technology of packaging an integrated circuit at wafer level. WLCSP is essentially a true chip scale package (CSP) technology, since the resulting package is practically of the same size as the die. WLCSP has the ability to enable true integration of wafer fab, packaging, test, andburn-in at wafer level in order to streamline the manufacturing process undergone by a device start from silicon wafer to customer shipment.

Most other kinds of packaging doesdo wafer dicing first, and then puts the individual die in a plastic package and attaches the solder bumps. WLCSP involves the RDL, wafer solder bumping, while still in the wafer, and then wafer dicing. Benefits of WLCSP compare to general CSP package assembly include:

 

ultimate smaller package size;

 

smaller footprint on a printed circuit board;

 

very short circuit connection; and

 

cost effective packaging solution for small ICs.

 

Package

  

Connections

  

Description

  

End-User Applications

WLCSP  4-644-90  Very small package size (identical to die size), suitable for the low pin count and require the small package size application  Memory, ASICs, PMIC, MEMS devices, controllers, for mobile phone, tablet, ultra book computer product

FC CSP

 

LOGOLOGO

 

LOGOLOGO

 

LOGOLOGO

Flip-chip chip scale package (FC CSP) construction utilizes the flip chip bumping (with solder bump or Cu pillar bump) interconnection technology to replace the standard wire-bond interconnect. It allows for a smaller form factor due to wire loop reduction and area array bumping. FC CSP includes the substrate or leadframe type solution making an attractive option for advanced CSP application when electrical performance is a critical factor.

 

Excellent electrical performance, very low interconnect parasitics and inductance compare to wirebond type.

 

High electrical current endurance (Cu pillar bump), ideal for high power solution.

 

Smaller package form factor by reducing the wire loop height and wire span compared to conventional wirebond package.

 

Package

  

Connections

  

Description

  

End-User Applications

FC CSP  8-11208-1288  Superior electrical performance, smaller form factor  Power device, RF, Logic/Analog device, wireless, memory or portable application

Display Driver Semiconductors and Gold MCB Bumping

We also offer assembly and testtesting services for display driver semiconductors. We employ TCP, COF and COG technologies for testing and assembling display driver semiconductors. In addition, we offer gold bumping and metal composite bump services to our customers.

Tape Carrier Package (TCP) Technology

TCPs offer a high number of inputs and outputs, a thin package profile and a smaller footprint on the circuit board, without compromising performance. Key package features include surface mount technology design, fine-pitch tape format and slide carrier handling. Because of their flexibility and high number of inputs and outputs, TCPs are primarily employed either forSTN-LCD orTFT-LCD driver semiconductors.

Testing of TCPs. We conduct full function testing of LCD and other display panel driver semiconductors with a specially designed probe handler to ensure reliable contact to the test pads on the TCP tape. We can testSTN-LCD orTFT-LCD driver semiconductors with frequencies of up to 750 MHz and at voltages up to 40V. The test is performed in a temperature-controlled environment with the device in tape form. The assembled and tested LCD and other display panel driver semiconductors in tape form are packed between spacer tapes together with a desiccant in an aluminum bag to avoid contact during shipment.

Assembly of TCPs. TCPs use a tape-automated bonding process to connect die and tape. The printed circuit tape is shipped with a reel. The reel is then placed onto an inner lead bonder, where the LCD or other display panel driver semiconductor is configured onto the printed circuit tape. The resulting TCP component consists of the device interconnected to a three-layer tape, which includes a polyimide carrier film, an epoxy-based adhesive layer and a metal layer. The tape metallization area of the interconnections is tin plated over a metal layer. The silicon chip and inner lead area is encapsulated with a high temperature thermosetting polymer after inner lead bonding. The back face of the chip is leftun-sealed for thermal connection to the printed circuit board.

For the limitation of inner lead pitch (>41um) with this kind of package, the volume of TCP nowadays has been trending down to ~1% of total demand.

The following diagram presents the basic components of a TCP:

LOGO

Chip-on-Film (COF) Technology

In 2001, we commenced assembly and test services using COF technology. We have developed this proprietary technology from our existing TCP technology, and it has been widely accepted by our customers. The primary use of the COF module is to replace TCP in certain applications.

COF technology provides several additional advantages. For example, COF is able to meet the size, weight and higher resolution requirements in electronic products, such as display panels. This is because of its structural design, including an adhesive-freetwo-layer tape that is highly flexible, bending strength and its capacity to receive finer patterning pitch.

COF package has been using forlarge-size and high-resolution panel display, especially onTFT-LCD and OLED TV set. In recent years, there has been an observable trend with which the average inner lead pitch of COF package went down to 23um with about 50% of market share. High thermal dissipation packaging technology is available for mass production. And dual IC with high thermal dissipation COF packaging technology is in development for 8K TV market. 18um inner lead pitch of1-metal layer and 20um18um inner lead pitch2-metal layer COF package has been released to mass production for the coming market trend of narrow frame smartphone requirement. And we can test display driver semiconductors with frequencies of up to 4 Gbps to fulfill high speed data rate requirement of semiconductor. For future automotive application, low temperature COF package testing technology is developed.

The following diagram presents the basic components of1-metal layer COF and2-metal layer COF:

 

LOGOLOGO

The TCP and COF processes involve the following steps:

 

Chip Probing  Screen out the defect chips which fail to meet the device spec.

Wafer LappingLapping/Polish

Laser Grooving

  

Wafers are grounded or with polish to their required thickness.

Application in wafer withinLow-K material to reduce chipping of chips during dicing process.

Die Saw  

Wafers are cut into individual dies, or chips, in preparation for inner lead bonding process

Forlow-K wafer, laser groove is necessary before mechanical dicing saw.

process.
Inner Lead Bonding  An inner lead bonder machine connects the chip to the printed circuit tape.
Potting  The package is dispensed a resin to protect the inner lead.

Potting Cure  The potting cure process matures the resin used during the potting oven with high temperatures.
Marking  A laser marker is used to provide product identification.
Final Testing  To verify device spec. within electrical testing after assembly process.
Inspection and Packing  Each individual die with tape is visually or auto inspected for defects. The dies are packed within a reel into an aluminum bag after completion of the inspection process.

Chip-on-Glass (COG) Technology

COG technology is an electronic assembly technology that is used in assembling display driver semiconductors including TV/monitor and mobile products. Compared to the traditional bonding process for TCP or COF, the new COG technology requires lower bonding temperature. In addition, the COG technology reduces assembly cost as it does not use tapes for interconnection between the LCD, OLED panel and the printed circuit board. The major application of COG products is onTFT-LCD and AMOLED display of smart phone and automotive market, it integrates source, gate driver of display driver IC (DDIC) and TDDI or timing Controller IC into one chip, so the output channel is largerhigher than TCP or COF products. For the market trend of thinner smartphone, 150um in IC thickness is released for mass production and moremuch thinner IC thickness is in development.

The COG assembly technology involves the following steps:

 

Chip Probing  To screen out the defect chips which fail to meet the device spec.
Wafer Lapping/ polishPolish  Wafers are ground or with polished to their required thickness.
Laser Marking  A laser mark is applied on IC backside in wafer form to provide product traceability.
Laser Grooving  Application in wafer withinLow-K material to reduce chipping of chips during dicing process.
Die Saw  Wafers are cut into individual dies, or chips, in preparation for the pick and place process.
Auto Optical Inspection  Process of wafer inspection is detecting defect to separate chips at pick and place station.
Pick and Place  Each individual die is picked and placed into a chip tray.
Inspection and Packing  Each individual die in a tray is visually or auto-inspected for defects. The dies are packed within a tray into an aluminum bag after completion of the inspection process.

Bumping

We also offer bumping services to our customers.

Based on the major product portfolio (judged by internal metal composition), we provide:

 

Gold Family (Pure Au(Au bump, Au metal composite bump and Au RDL)

Gold bumping technology, which can be usedis in TCP, COF and other specific. Au wire assembly process is a necessary interconnection technologyhigh demand for LCD driver ICs. This and other display panel driver semiconductors. Most gold bumping services are performed on eight or twelve-inchesstronger TDDI demand resulted in higher utilization levels in 2019. In 2020 to date, continued growth has been led by emerging demand strength in OLED displays. We expect this demand trend will be supported by rapid adoption in smart phones and positive user experience. Increased chip size design for RAM capacity contributes production capacity of twelve-inch wafers. Gold bumping technology providesis characterized by providing the best solution for fine-pitch chips and is able to meet the highly efficient production requirement display panel. We expect prospects in 2020 will include increased gold bumping wafer shipments resulting from demand for LCDof high refresh rate panel, 5G mobile, gaming monitor, 8K display and other display panel (for example, LED and OLED) driver semiconductors or other chips that require thin packaging profiles.automotive infotainment applications.

 

Cu/Solder Family (Cu RDL, WLCSP, Solder(WLCSP, Lead free solder plating and Cu Pillar)

LotsWe believe that consumer electronics are driving the application growth of logical device have applied Cu RDL, WLCSP, Solder and Cu Pillar service for their FC CSP and/or QFN package and other wafer level package(Fan-in,Fan-out, 2.5D & 3DIC). The product scope includes but is not limited tothese processes. From small wearable gadgets, NOR flash applications, power devices to emerging AIoT/AI development are all included. We expanded our bumping factory line capacity toward the consumer market and MEMS.

Both of above two portfolios which fabrication process uses thin film metal deposition, photolighography for both pattern transfer of Photoresist and PI/PBO and electrical plating technologies (WLCSP have extra ball drop process). A series of barrier and seed metal layers are deposited over the surface of the wafer. A layer of thick photoresist material is spin-coated over these barrier and seed layers. A photomask is usedwe expect this to pattern the locations over each of the bond pads that will be bumped. Broadband spectrum exposure and developing processes open the photoresist material, same as permanent layers (PI/PBO) which defines the bump shape, PI/PBO open size & shape. Both portfolios are then electroplated over the pad and the deposited barrier metal layers. Once the plating is complete, a series of etching steps are usedcontinue to remove the photoresist material and the metal layers that are covering the rest of the wafer. All of plating structure (Au, Au metal composite bump, RDL, Solder & Cu Pillar) protects the underlying materials from being etched. The gold bumped wafers will go through an annealing furnace to soften the gold bumps to fit the hardness requirement of TCP, COF and COG assembly processes. Other PI/PBO included process need specific thermaldeliver good performance. Through 12” WLCSP process for better dielectric layer cross-linkingNOR flash to strength the film.provide a thinner and smallest chip size for TWS (True Wireless Stereo) application is a success case recently. Now, Copper pillar and flip chip solution is another packaging solution for this application.

Other Services

Drop Shipment

We offer drop shipment of semiconductors directly toend-users designated by our customers. We provide drop shipment services, including assembly in customer-approved and branded boxes, to a majority of our assembly and testtesting customers. Since drop shipment eliminates the additional step of inspection by the customer prior to shipment toend-users, quality of service is a key to successful drop shipment service. We believe that our ability to successfully execute our full range of services, including drop shipment services, is an important factor in maintaining existing customers as well as attracting new customers.

Software Development, Conversion and Optimization Program

We work closely with our customers to provide sophisticated software engineering services, including test program development, conversion and optimization, and related hardware design. Generally, testing requires customized testing software and related hardware to be developed for each particular product. Software is often initially provided by the customer and then converted by us at our facilities for use on one or more of our testing machines and contains varying functionality depending on the specified testing procedures. Once a conversion test program has been developed, we perform correlation and trial tests on the semiconductors.

Customer feedback on the test results enables us to adjust the conversion test programs prior to actual testing. We also typically assist our customers in collecting and analyzing the test results and recommends engineering solutions to improve their design and production process.

Customers

We believe that the following factors have been, and will continue to be, important factors in attracting and retaining customers:

 

our advanced assembly and testtesting technologies;

 

our strong capabilities in testing and assembling DDIC/TDDI and other display panel driver semiconductors;

 

our focus on high-density memory products and logic/mixed-signal communications products; and

 

our reputation for high quality and reliable customer-focused services.

The number of our customers as of March 31 of 2017, 2018, 2019 and 2019,2020, respectively, was 74, 78, 76 and 76.75. Our top 15 customers in terms of revenue in 20182019 were (in alphabetical order):

Asahi Kasei Microdevices Corporation

Chipone Technology (Beijing) Co, Ltd.

Elite Semiconductor Memory Technology Inc.

Etron Technology, Inc.

FocalTech Systems Co., Ltd.GigaDevice Semiconductor Inc.

Himax Technologies, Inc.

Integrated Circuit Solution Inc.

MediaTek Inc.

Macronix International Co., Ltd.

MediaTek Inc.

Micron Technology, Inc.

Novatek Microelectronics Corp.

Phison Electronics Corp.

Raydium Semiconductor Corporation

Synaptics Display Devices GK

Sitronix Technology CorporationIncorporated

Winbond Electronics Corporation

Zentel Electronics Corp.

In 2016, our top three customers accounted for approximately 18%, 17% and 14% of our revenue, respectively. In 2017, our top three customers accounted for approximately 19%, 15% and 10% of our revenue, respectively. In 2018, our top three customers accounted for approximately 21%, 14% and 11% of our revenue, respectively. In 2019, our top three customers accounted for approximately 23%, 12% and 10% of our revenue, respectively.

The majoritymajorities of our customers purchase our services through purchase orders and provide us three-monthnon-binding rolling forecasts on a monthly basis. The price for our services is typically agreed upon at the time when a purchase order is placed.

Since 2008, we have also focused on our business with smaller customers and customers who do not place orders on a regular basis.

The following table sets forth, for the periods indicated, the percentage breakdown of our revenue, categorized by geographic region based on the jurisdiction in which each customer is headquartered.

 

   Year ended December 31, 
   2016   2017   2018 

Taiwan

   69%    73%    80% 

Japan

   10       13       10    

Singapore

   17       10       6    

Others

   4       4       4    
  

 

 

   

 

 

   

 

 

 

Total

   100%    100%    100% 
  

 

 

   

 

 

   

 

 

 

   Year ended December 31, 
   2017  2018  2019 

Taiwan

   73  80  78

Japan

   13  10  9

Singapore

   10  6  7

Others

   4  4  6
  

 

 

  

 

 

  

 

 

 

Total

   100  100  100
  

 

 

  

 

 

  

 

 

 

Qualification and Correlation by Customers

Our customers generally require that our facilities undergo a stringent “qualification” process during which the customer evaluates our operations, production processes and product reliability, including engineering, delivery control and testing capabilities. The qualification process typically takes up to eight weeks, or longer, depending on the requirements of the customer. For test qualification, after we have been qualified by a customer and before the customer delivers semiconductors to us for testing in volume, a process known as “correlation” is undertaken. During the correlation process, the customer provides us with test criteria; information regarding process flow and sample semiconductors to be tested and either provides us with the test program or requests that we develop a new or conversion program. In some cases, the customer also provides us with a data log of results of any testing of the semiconductor that the customer may have conducted previously. The correlation process typically takes up to two weeks, but can take longer depending on the requirements of the customer.

Sales and Marketing

We maintain sales and marketing offices in Taiwan, and the United States.States and Mainland China. Our sales and marketing strategy is to focus on memory semiconductors in Taiwan, Japan, Singapore, Korea and the United States, logic/mixed-signal semiconductors in Taiwan, Japan and the United States, LCD, OLED and other display panel driver semiconductors in Japan, Korea, Taiwan, Hong Kong and Mainland China. As of March 31, 2019,2020, our sales and marketing efforts were primarily carried out by teams of sales professionals, application engineers and technicians, totaling 2832 staff members. Each of these teams focuses on specific customers and/or geographic regions. As part of our emphasis on customer service, these teams:

 

actively participate in the design process at the customers’ facilities;

 

resolve customer assembly and testtesting issues; and

 

promote timely and individualized resolutions to customers’ issues.

We conduct marketing research through ourin-house customer service personnel and through our relationships with our customers and suppliers to keep abreast of market trends and developments. Furthermore, we do product and system bench marking analysis to understand the application and assembly technology evolution, such as analysis on mobile handsets and Tablet, PC, handfree products. In addition, we regularly collect data from different segments of the semiconductor industry and, when possible, we work closely with our customers to design and develop assembly and testtesting services for their new products. These“co-development” or “sponsorship” projects can be critical when customers seek large-scale, early market entry with a significant new product.

We have appointed anon-exclusive sales agent for promoting our services for memory and display driver IC semiconductors in Korea. Our sales agent helps us promote and market our services, maintain relations with our existing and potential customers and communicate with our customers on quality, specific requirements and delivery issues. We generally pay our sales agent a commission of 3.5% of our revenue from services for memory semiconductors and display driver IC in Korea. In 2016, 2017, 2018 and 2018,2019, we paid approximately NT$45 million, NT$53 million and NT$3 million764 thousand (US$9826 thousand), respectively, in commissions to our sales agent.

Research and Development

To maintain our competitive edge for continued business growth, we continue our focus of our investment in new technology research and development. In 2016, 2017, 2018 and 2018,2019, we spent approximately NT$839 million, or 4.5%, NT$986 million, or 5.5% and, NT$939 million, or 5.1% and NT$1,008 million (US$3134 million), or 5.1%5.0%, respectively, of our revenue on research and development. We intend to sustain these efforts.

Our research and development efforts have been focused primarily on new technology instruction, improving efficiency and production yields of our testing, assembly and testbumping services. From time to time, we jointly develop new technologies with local and international research institutionsequipment and universities.material manufacturing company to enhance the competitiveness. In testing area, our research and development efforts focused particularly on high speed probing, fine pitch probing capability and wafer levelburn-in technology. Our projects include:

 

Ramped up high frequency testing capability forof LCD, OLED and other display panel driver semiconductors;

Developing full temperature range(-40ºC~125ºC) of FT testing for automotive products;

 

Built up 12” fine pitch COF assembly capability for less than 20um18um inner lead pitch products;

 

Built up fine pitch testing capabilityDeveloping more flexible COF tape assembly for smaller than 10um bump pitch products;full-screen display application;

 

Developing “wafer level probing on copper pillar bump for 300mm wafers”; and

 

Developing centralized server test control system.

In bumpingassembly and assemblybumping areas, our research and development efforts were directed to:

 

Au height reduction, as part of cost reduction drive, 10um bump height COF package and 8um bump height COG package was released for production;

 

Wafer-level chip scale packaging and 3P2M Cu RDL processes;

 

Fine-pitch (5/5 um) RDL process for WLCSP and RDL products;

 

Flip-chip CSP for DRAM &and mixed-signal application;

 

3P/2M Cu pillar bumping for 300mm wafers;wafers high pin count products;

 

Dual/Multi-chip assembly and module of flash products for SSD and eMMC applications;

 

ThinDBG/SDBG implementation to enhance the capability ofultra-thin wafer lapping and dicing capabilities forstacked-die chip scale package;

 

Advanced thin core/core-free, & flex substrate solutions for thin &and flip chip packages;

 

2-metal layers COF assembly &and COF SMT capabilities for TDDI application; and

 

Qualified thermally enhanced COF and MCB COF and released for manufacturing.

For new product and product enhancement work in 2017, our work concentrates on three key development programs: 3D WLCSP, biometric sensor package solutions, and flip chip technology. In the bumping area, we completed customer qualification of 300mm wafer Au bumping process in 2012 and started volume production in Q4, 2012. Development of Cu plating enables the entry of WLCSP, RDL and flip chip market and Cu RDL applied on DRAM wafer for SiP product is qualified in 2016. Turnkey services of WLCSP and flip chip QFN have been implemented for mass production in 2013 based on the successful technology developments. In 2012, we also initiated both 200mm and 300mm Cu pillar bumping engineering work and, related packaging technologies are being developed for mixed-signal and memory products in 2013. It is also qualified on power management IC product in 2016. By integrating WLCSP bumping, copper pillar bumping and flip chip assembly capability, an integrated WLCSP (CoW or 3D WLCSP) is developing in 2015, and qualified the structure &and process verification in 2016. CoW not only provides the cost effective package solution by stacking the different wafer node technology chip, but also could meet integrated function and smallest package footprint. Meanwhile, fingerprint sensor (FPS) packaging solution by LGA was also developed for smartphone demand in 2015. More and more integrated function of DDIC and TDIC, TDDI, is requested for smartphone application, therefore2-metal layers COF solution and COF SMT are developed to provide the package solution and TDDIOLED since 2016.2019.

Since 2013,in-process engineering advancement allowed us to extend our wirebond technology to service MEMS products. To further achieve cost reduction, alloy wire and 0.6 mil Au wirebond processes were also developed. In 2018, we continued to work on the expansion of multi-chip NAND packages offerings, and 12” fine pitch COF assembly capability. Capability of handling miniature molded packages has been extended to 1x1 mm size and various improvements will also be made in production equipment to enhance throughput and efficiency.

As of March 31, 20192020 we employed 659645 employees in our research and development activities. In addition, other management and operational personnel are also involved in research and development activities but are not separately identified as research and development professionals.

We maintain laboratory facilities capable for materials and electrical characterizations to support production and new product development. Computer simulation is used to validate both mechanical and electrical models in comparison to measurement results. Enhancement of Shadow Moiré and Micro Moiré equipment was carried out to support MCP and flip chip package warpage and residue stress characterization. In Advanced Packaging Lab, rheology measurement capability and high frequency electric simulation capability were established, aimed at expanding capability for material selection and inspection to support flip chip introduction and various resin characterizations. An analytical laboratory has been built out in our bumping line providing timely support to manufacturing operations.

Quality Control

We believe that our reputation for high quality and reliable services have been an important factor in attracting and retaining leading international semiconductor companies as customers for our assembly and testtesting services. We are committed to delivering semiconductors that meet or exceed our customers’ specifications on time and at a competitive cost. We maintain quality control staff at each of our facilities.

As of March 31, 2019,2020, we employed 334280 personnel for our quality control activities. Our quality control staff typically includes engineers, technicians and other employees who monitor assembly and test processes in order to ensure high quality. We employ quality control procedures in the following critical areas:

 

sales quality assurance: following market trends to anticipate customers’ future needs;

 

design quality assurance: when developing new testing and assembly processes;

 

supplier quality assurance: consulting with our long-term suppliers;

 

manufacturing quality assurance: through a comprehensive monitoring program during mass production; and

 

service quality assurance: quickly and effectively responding to customers’ claims after completion of sale.

All of our facilities have obtained ISO 26262 road vehicles-functional safety system certification in December 2019 and obtained IATF 16949 quality system certification in December 2017. In addition, our facilities in Hsinchu and Tainan have been ISO 9002 certified in September 1997 and December 1998, respectively, and recertified with ISO 9001 for substantial revision since 2015.

IATF 16949 certification system seeks to integrate quality management standards into the operation of a company, and emphasizes the supervision and measurement of process and performance. An ISO 9001 certification is required by many countries for sales of industrial products.

In addition to the quality management system, we also earned the 1998 QC Group Award from The Chinese Society of Quality, which is equivalent to the similar award from the American Society of Quality. In 2003, ChipMOS passed SONY Green Partner (Tier 2) certification through its ProMOS channel, and in 2009, ChipMOS obtained SONY Green Partner (Tier 1) certification due to its direct business relationship with SONY. Our laboratories have also been awarded Chinese National Laboratory accreditation under the categories of reliability test, electricity and temperature calibration.

Our assembly and testtesting operations are carried out in clean rooms where air purity, temperature and humidity are controlled. To ensure the stability and integrity of our operations, we maintain clean rooms at our facilities that meet U.S. federal 209E class 100, 1,000, 10,000 and 100,000 standards. A class 1,000 clean room means a room containing less than 1,000 particles of contaminants per cubic foot.

We have established manufacturing quality control systems that are designed to ensure high-quality services to our customers and maintain reliability and high production yields at our facilities. We employ specialized equipment for manufacturing quality and reliability control, including:

 

Joint Electron Device Engineering Council (JEDEC) standardized temperature cycling, thermal shock and pressure cook reliability tests;

 

high and low temperature storage life tests, temperature humidity bias test and highly accelerated temperature/humidity stress test (HAST); and

 

high resolution scanning acoustic tomography, scanning electronic microscope andX-Ray microscopy for physical failure analysis, curve tracer and semi-probe station for electrical failure analysis.

In addition, to enhance our performance and our research and development capabilities, we also installed a series of high-cost equipment, such as temperature humidity bias testers, low temperature storage-life testers and highly accelerated stress testers. We believe that many of our competitors do not own this equipment.

As a result of our ongoing focus on quality, in 2018,2019, we achieved monthly assembly yields of an average of 99.91%99.93% for our memory and logic/mixed-signal assembly packages, 99.97%99.96% for our COF packages, 99.95%99.96% for our COG packages and 99.95%99.94% for our bumping products. The assembly yield, which is the industry standard for measuring production yield, is equal to the number of integrated circuit packages that are shipped back to customers divided by the number of individual integrated circuits that are attached to leadframeslead frames or organic substrate.

Raw Materials

Semiconductor testing requires minimal raw materials. Substantially all of the raw materials used in our memory and logic/mixed-signal semiconductor assembly processes are interconnect materials such as leadframes, organic substrates, gold wire and molding compound. Raw materials used in the LCD, OLED and other display panel driver semiconductor assembly and testtesting process include gold, carrier tape, resin, spacer tape, plastic reel, aluminum bags, and inner and outer boxes. Cost of raw materials represented 18%17%, 17% and 17%18% of our revenue in 2016, 2017, 2018 and 2018,2019, respectively.

We do not maintain large inventories of leadframes, organic substrates, gold wire or molding compound, but generally maintain sufficient stock of each principal raw material for approximately one month’s production based on blanket orders and rolling forecasts of near-term requirements received from customers. ShortageShortages in the supply of materials experienced by the semiconductor industry have in the past resulted in price adjustments. Our principal raw material supplies have not been impacted by the Japan earthquake and tsunami catastrophe. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business—If we are unable to obtain raw materials and other necessary inputs from our suppliers in a timely and cost-effective manner, our production schedules would be delayed and we may lose customers and growth opportunities and become less profitable” for a discussion of the risks associated with our raw materials purchasing methods. For example, with the exception of aluminum bags and inner and outer boxes, which we acquire from local sources, the raw materials used in our TCP/COF process and for modules are obtained from a limited number of Japanese suppliers.

Competition

The independent assembly and testtesting markets are very competitive. Our competitors include large IDMs within-house testing and assembly capabilities and other independent semiconductor assembly and testtesting companies, especially those offering vertically integrated assembly and testtesting services, such as Advanced Semiconductor Engineering Inc., Amkor Technology, Inc., Chipbond Technology Corporation, King Yuan Electronics Co., Ltd., Powertech Technology Inc., Jiangsu Changjiang Electronics Technology Co., Ltd. and United Test and Assembly Center Ltd. We believe that the principal measures of competitiveness in the independent semiconductor testing industry are:

 

engineering capability of software development;

 

quality of service;

 

flexibility;

 

capacity;

 

production cycle time; and

 

price.

In assembly services, we compete primarily on the basis of:

 

production yield;

 

production cycle time;

 

process technology, including our COF technology for LCD, OLED and other display panel driver semiconductor assembly services;

 

quality of service;

 

capacity;

 

location; and

 

price.

IDMs that use our services continually evaluate our performance against their ownin-house assembly and testtesting capabilities. These IDMs may have access to more advanced technologies and greater financial and other resources than we do. We believe, however, that we can offer greater efficiency and lower costs while maintaining an equivalent or higher level of quality for three reasons:

 

firstly, we offer a broader and more complex range of services as compared to the IDMs, which tend to focus their resources on improving theirfront-end operations;

 

secondly, we generally have lower unit costs because of our higher utilization rates and thus enabling us to operate at a more cost-effective structure compared to the IDMs; and

 

finally, we offer a wider range of services in terms of complexity and technology.

Intellectual Property

As of March 31, 2019,2020, we held 483435 patents in Taiwan, 178164 patents in the United States, 271261 patents in the People’s Republic ofMainland China and 1 patent in the United Kingdom France, and Germany, respectively, and 2 patents in Korea and Japan, respectively, relating to various semiconductor assembly and testtesting technologies. These patents will expire at various dates through to 2038.2039. As of March 31, 2019,2020, we also had a total of 124 pending patent applications in the United States, 21Taiwan, and 40 in Taiwan, 66 in the People’s Republic of China, and 1 in Europe.Mainland China. In addition, we have registered “ChipMOS” and its logo and “InPack” as trademarks in Taiwan, and “ChipMOS” and its logo as trademarks in the United States, the People’s Republic ofMainland China, Singapore, Hong Kong, Korea, Japan and the European Community.

We expect to continue to file patent applications where appropriate to protect our proprietary technologies. We may need to enforce our patents or other intellectual property rights or to defend ourselves against claimed infringement of the rights of others through litigation, which could result in substantial costs and a diversion of our resources. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business—Disputes over intellectual property rights could be costly, deprive us of technologies necessary for us to stay competitive, render us unable to provide some of our services and reduce our opportunities to generate revenue”.

Government Regulations

As discussed above under “—Intellectual Property”, governmental regulation of our intellectual property may materially affect our business. The failure to protect our property rights would deprive us of our ability to stay competitive in the semiconductor industry. Our intellectual property rights are protected by the relevant patent and intellectual property agencies of the European Community, United States, the People’s Republic ofMainland China, Singapore, Hong Kong, Korea, Japan and Taiwan.

Environmental Matters

Semiconductor testing does not generate significant pollutants. The semiconductor assembly and gold bumping process generate stationary acid, alkali and VOC pollutions, principally at the plating and etching stages. Water waste is produced when silicon wafers are ground thinner, diced into chips with the aid of diamond saws and cleaned with running water. In addition, excess materials, either on lead-framesleadframes or molding process, are removed from assembled semiconductors in the trimming andde-junking processes, respectively. We have various treatment equipments for wastewater and air pollutants at our assembly and bumping facilities. Since 2001, we have adopted certain environmentally-friendly production management systems, and have implemented certain measures intended to bring our all processes in compliance with the Restriction of Hazardous Substances Directive /ECDirective/EC issued by the European Union and our customers. We believe that we have adequate and effective environmental protection measures that are consistent with semiconductor industry practices in Taiwan. In addition, we believe we are in compliance in all material respects with current environmental laws and regulations applicable to our operations and facilities.

All of our facilities in Taiwan have been certified as meeting the ISO 14001 environmental standards of the International Organization for Standardization, and all of our facilities in Taiwan have been certified as meeting the OHSAS18001 standards of the International Organization for Standardization. Our facilities at Hsinchu Science Park, Chupei, HokouHsinchu Industrial Park and Southern Taiwan Science Park have won numerous awards including Green Factory Label, “Enterprises Environmental Protection Gold Grade Award”, “Occupational Safety and Health Excellent Award”, “Green Building Label” and “Health Promotion Awards” during 2012 ~to 2018. We continue to encourage our employees to participate in community environmental campaigns and better environmental friendly practices.

We will continue to enhance related management to reduce industrial waste, save energy and control pollution. For products in conformity with Green Product Requirement, the Company obtained Green Partner certification from Sony Corporation of Japan. Furthermore we passed QC080000 certification and “Greenhouse Gas Verification Statement”(ISO14064-1) from 2013 until now. We further confirmed many product’sproducts’ CFP “Carbon Footprint Verification Statement” (ISO14067) and WFN “Water Footprint Verification Statement” (ISO14046). At the same time, Tainan and Hsinchu plants passed the certification of energy management program (“ISO 50001”) since 2015 until now. We plan to arrange all of ChipMOS plants to pass the certification of ISO 50001 in the near future. For materials management, we passed the “Material Flow Cost Accounting (MFCA, ISO14051)” to reduce the loss. Our policy is to pay attention to the environment issues by standardizing on green, environmental friendly products, cleaner process and enhance supplier chain management to meet ChipMOS’ Corporate Social Responsibilities.

Insurance

We maintain insurance policies on our buildings, equipment and inventories. These insurance policies cover property damages due to all risks, including but not limited to, fire, lightning and earthquakes. The maximum coverage of property insurance for the Company is approximately NT$91,40994,713 million.

Insurance coverage on facilities under construction is maintained by us and our contractors, who are obligated to procure necessary insurance policies and bear the relevant expenses of which we are the beneficiary. We also maintain insurance on the wafers delivered to us while these wafers are in our possession and during transportation from suppliers to us and from us to our customers.

Employees

See “Item 6. Directors, Senior Management and Employees—Employees” for certain information relating to our employees.

Taxation

See “Item 5. Operating and Financial Review and Prospects—Taxation” for certain information regarding the effect of ROC tax regulations on our operations.

Facilities

We provide testing services through our facilities in Taiwan at following locations: Chupei, the Hsinchu Industrial Park, the Hsinchu Science Park, and the Southern Taiwan Science Park. We provide assembly services through our facility at the Southern Taiwan Science Park. We own the land for our Hsinchu Industrial Park testing facility and Chupei facility and we lease two parcels of land for our Hsinchu Science Park testing facility with lease expiration in year 2027 and 2034, respectively, and two parcels of land for our Southern Taiwan Science Park facility with lease expiration in year 2024 and 2032.

The following table shows the location, primary use and size of each of our facilities, and the principal equipment installed at each facility, as of March 31, 2019.2020.

 

Location of Facility

  

Primary Use

  

Floor Area (m2)

  

Principal Equipment

Chupei, Hsinchu  Testing/Gold Bumping  38,166  

910 steppers

1819 sputters

285293 testers

Hsinchu Industrial Park  Testing  25,864  

89100 testers

2831burn-in ovens

Hsinchu Science Park  Testing  31,168  

158160 testers

7361burn-in ovens

Southern Taiwan Science Park  Assembly/Testing  161,483  

713729 wire bonders

113127 inner-lead bonders

546594 testers

Equipment

Testing of Memory and Logic/Mixed-Signal Semiconductors

Test equipment is the most capital-intensive component of the memory and logic/mixed-signal semiconductors test business. Upon the acquisition of new test equipment, we install, configure, calibrate and performburn-in diagnostic tests on the equipment. We also establish parameters for the test equipment based on anticipated requirements of existing and potential customers and considerations relating to market trends. As of March 31, 2019,2020, we operated 532553 testers for testing memory and logic/mixed-signal semiconductors. We generally seek to purchase testers with similar functionality that are able to test a variety of different semiconductors. We purchase testers from international manufacturers Advantest Corporation and Teradyne Inc.

In general, particular semiconductors can be tested using a limited number of specially designed testers. As part of the qualification process, customers will specify the machines on which their semiconductors may be tested. We often develop test program conversion tools that enable us to test semiconductors on multiple equipment platforms. This portability among testers enables us to allocate semiconductor testing across our available testing capacity and thereby improve capacity utilization rates. If a customer requires the testing of a semiconductor that is not yet fully developed, the customer consigns its testing software programs to us to test specific functions. If a customer specifies test equipment that is not widely applicable to other semiconductors we test, we require the customer to furnish the equipment on a consignment basis.

We will continue to acquire additional test equipment in the future to the extent market conditions, cash generated from operations, the availability of financing and other factors make it desirable to do so. Some of the equipment and related spare parts that we require have been in short supply in recent years. Moreover, the equipment is only available from a limited number of vendors or is manufactured in relatively limited quantities and may have lead time from order to delivery in excess of six months.

Assembly of Memory and Logic/Mixed-Signal Semiconductors

The number of wire bonders at a given facility is commonly used as a measure of the assembly capacity of the facility. Typically, wire bonders may be used, with minor modifications, for the assembly of different products. We purchase wire bonders principally from Shinkawa Co., Ltd. and Kulicke & Soffa Industries Inc. As of March 31, 2019,2020, we operated 713729 wire bonders. In addition to wire bonders, we maintain a variety of other types of assembly equipment, such as wafer grinders, wafer mounters, wafer saws, die bonders, automated molding machines, laser markers, solder platers, pad printers, dejunkers, trimmers, formers, substrate saws and lead scanners.

Gold Bumping, Assembly and TestTesting of LCD, OLED and Other Display Panel Driver Semiconductors

We acquiredTCP-related equipment from Sharp to begin ourTCP-related services. We subsequently purchased additionalTCP-related testers from Yokogawa Electric Corp. and Advantest Corporation and assembly equipment from Shibaura Mechatronics Corp., SETEC CORPORATION and GMM Corp. As of March 31, 2019,2020, we operated 910 steppers and 1819 sputters for gold bumping, 113127 inner-lead bonders for assembly and 546594 testers for LCD, OLED and other display panel driver semiconductors. We are currently in the process of purchasing additional test equipment. The test equipment can be used for the TCP, COF and COG processes, while the inner-lead bonders are only used in the TCP and COF processes. The same types of wafer grinding, auto wafer mount and die saw equipment is used for the TCP, COF and COG processes. In addition, auto inspection machines and manual work are used in the COG process, which is more labor-intensive than the TCP and COF processes.

 

Item 4A.

Unresolved Staff Comments

Not applicable.

Item 5.

Operating and Financial Review and Prospects

This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes contained in this Annual Report on Form20-F.

Overview

We provide a broad range ofback-end assembly and testtesting services. TestTesting services include wafer probing and final testing of memory and logic/mixed-signal semiconductors. We also offer a broad selection of leadframe and organic substrate-based package assembly services for memory and logic/mixed-signal semiconductors. Our advanced leadframe-based packages include thin small outline packages, or TSOPs, and our advanced organic substrate-based packages include fine-pitch ball grid array, or fine-pitch BGA, packages. We also offer WLCSP products andturn-key flip chip assembly and testtesting services using variety of leadframe and organic substrate carries. In addition, we provide gold bumping, reel to reel assembly and testtesting services for LCD, OLED and other display panel driver semiconductors by employing TCP, COF and COG technologies. Our copper bumping technology supportsnon-driver type of products, such as RDL, copper pillar, WLCSP etc. In 2018,2019, our consolidated revenue was NT$18,48020,338 million (US$604680 million) and our profit for the year attributable to equity holders of the Company was NT$1,3262,509 million (US$4384 million).

We are a company limited by shares, incorporated in ROC on July 28, 1997 as a joint venture company of Mosel and Siliconware Precision and with the participation of other investors. We provide our services through our subsidiaries and affiliates.

Following the completion of the share exchange transaction between ChipMOS Bermuda and the Company on September 14, 2007, the Company became a wholly-owned subsidiary of ChipMOS Bermuda. In February 2010, ChipMOS Bermuda agreed to sell 15.8% of the Company’s outstanding shares to Siliconware Precision. The share purchase transaction was completed in January 2011. As part of the Company’s listing plan on the TWSE, on April 16, 2013, ChipMOS Bermuda completed the sale of 6.5 million outstanding shares or 0.8% of the total number of outstanding shares of the Company, at the price of NT$15.0 per share to the Company’s underwriters and to certain others, includingnon-US employees of the Company. Also, from September 2, 2013 to October 3, 2013, ChipMOS Bermuda completed another sale of 180 million outstanding shares or 21.4% of the total number of outstanding shares of the Company, at the price of NT$20.0 per share to investors. On April 9, 2014, ChipMOS Bermuda sold approximately 1.3 million shares of the Company as “green shoe” option to market investors. The Company became listed and commenced trading on the main board of TWSE on April 11, 2014. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Common Shares or ADSs—The Company’s ability to maintain its listing and trading status of common shares on the Taiwan Stock Exchange or ADSs on the NASDAQ Stock Market is dependent on factors outside of the Company’s control and satisfaction of stock exchange requirements. The Company may not be able to overcome such factors that disrupt its trading status of common shares on the Taiwan Stock Exchange or ADSs on the NASDAQ Stock Market or satisfy other eligibility requirements that may be required of it in the future” for additional information.

On December 11, 2015, the board of the Company authorized and the Company and Tsinghua Unigroup executed the Tsinghua Share Subscription Agreement, which is included as Exhibit 4.3, to sell and issue 299,252,000 shares of the Company to Tsinghua Unigroup through the Private Placement at a price of NT$40.0 per common share of the Company representing an aggregate purchase price of approximately NT$12.0 billion. The Company and Tsinghua Unigroup and its subsidiary also have entered into other agreements related to the Tsinghua Share Subscription Agreement. On November 30, 2016, the Company and Tsinghua Unigroup mutually agreed to terminate the Tsinghua Share Subscription Agreement and to form a joint-venture. Under the joint-venture, ChipMOS BVI, a wholly-owned subsidiary of the Company, would sell 54.98% of the equity interests of its wholly-owned subsidiary, Unimos Shanghai, to strategic investors, including Unigroup Guowei, a subsidiary of Tsinghua Unigroup, which will hold 48% equity interests of Unimos Shanghai, and the other strategic investors, including a limited partnership owned by Unimos Shanghai’s employees, will own 6.98% equity interest of Unimos Shanghai. In March 2017, ChipMOS BVI completed the sale of 54.98% equity interests of Unimos Shanghai to Unigroup Guowei and other strategic investors. Unimos Shanghai was no longer the subsidiary of ChipMOS BVI. On June 30, 2017, we completed the first stage capital injection of Unimos Shanghai, and on January 19, 2018, completed the second stage capital injection of Unimos Shanghai. See “Item 4. Information on the Company—Our Structure and History” for more details.

On January 21, 2016, ChipMOS Bermuda and the Company entered into the Merger Agreement, pursuant to which ChipMOS Bermuda merged with and into the Company, with the latter being the surviving company after the Merger. Pursuant to the Merger Agreement, at the effective time, each ChipMOS Bermuda share issued and outstanding immediately prior to the effective time was cancelled and, in exchange, each former holder of such cancelled ChipMOS Bermuda shares was entitled to receive, with respect to each such ChipMOS Bermuda share, (i) 0.9355 ADS, representing 18.71 the Company share, each ADS representing 20 common shares of the Company, and (ii) US$3.71 in cash, without interest, net of any applicable withholding tax. Upon completion of the Merger, the Company and its subsidiaries owned continued to conduct the business that they conducted in substantially the same manner. For additional information regarding the Merger see “Item 4. Information on the Company”.

On November 30, 2016, the Company and Unigroup Guowei executed the Equity Interest Transfer Agreement. Under the agreement, ChipMOS BVI, a wholly-owned subsidiary of the Company, would sell 54.98% of the equity interests of its wholly-owned subsidiary, Unimos Shanghai, to strategic investors, including Unigroup Guowei, a subsidiary of Tsinghua Unigroup, which will hold 48% equity interests of Unimos Shanghai, and the other strategic investors, including a limited partnership owned by Unimos Shanghai’s employees, will own 6.98% equity interest of Unimos Shanghai. In March 2017, ChipMOS BVI completed the sale of 54.98% equity interests of Unimos Shanghai to Unigroup Guowei and other strategic investors. Unimos Shanghai was no longer the subsidiary of ChipMOS BVI. On June 30, 2017, we completed the first stage capital injection of Unimos Shanghai, and on January 19, 2018, completed the second stage capital injection of Unimos Shanghai. On December 16, 2019, Unigroup Guowei and one of the strategic investor sold and transferred all equity interests of Unimos Shanghai to Yangtze Memory, which holds 50% equity interests of Unimos Shanghai after the transaction completed. See “Item 4. Information on the Company—Our Structure and History” for more details.

We conduct testing operations in our facilities at the Hsinchu Science Park, the Hsinchu Industrial Park and Chupei, gold bumping and wafer testing in our facility at Chupei, and assembly and testing operations in our facility at the Southern Taiwan Science Park. We also conduct operations in Mainland China through Unimos Shanghai, a 45.02%-owned affiliate of ChipMOS BVI. Unimos Shanghai operates an assembly and testtesting facility at the Qingpu Industrial Zone in Shanghai.

The following key trends are important to understandingunderstand our business:

Capital Intensive Nature of Our Business. Our operations, in particular our testing operations, are characterized by relatively high fixed costs. We expect to continue to incur substantial depreciation and other expenses as a result of our previous acquisitions of assembly and testtesting equipment and facilities. Our profitability depends inon part not only on absolute pricing levels for our services, but also on capacity utilization rates for our assembly and testtesting equipment. In particular, increases or decreases in our capacity utilization rates could significantly affect our gross margins since the unit cost of assembly and testtesting services generally decreases as fixed costs are allocated over a larger number of units.

The current generation of advanced testers typically cost between US$1 million and US$5 million each, while wiredie bonders used in assembly typically cost approximately US$68648 thousand each and inner-lead bonders for TCP and COF assembly cost approximately US$360 thousand each and COG chip sortersWB stepper cost approximately US$220 thousand1.4 million each. We begin depreciating our equipment when it is placed into commercial operation. There may be a time lag between the time when our equipment is placed into commercial operation and when it achieves high levels of utilization. In periods of depressed semiconductor industry conditions, we may experience lower than expected demand from our customers and a sharp decline in the average selling prices of our assembly and testtesting services, resulting in an increase in depreciation expenses relative to revenue. In particular, the capacity utilization rates for our testLCD, OLED and other display panel driver semiconductors assembly and testing equipment may be severely adversely affected during a semiconductor industry downturn as a result of the decrease in outsourcing demand from integrated device manufacturers, or IDMs, which typically maintain largerin-house testing capacity thanin-house assembly capacity.

Highly Cyclical Nature of the Semiconductor Industry. The worldwide semiconductor industry has experienced peaks and troughs over the last decade. The overall outsourced assembly and testtesting services for memory and logic/mixed-signal semiconductors increased gradually each year since 2016. Butthird quarter of 2019. And the average market price of large TV panel declined since Q3 2018third quarter of 2019 that also reflect the softer demand of memory products, including DRAMTV panel drivers.COVID-19 outbreak and Flash.Tokyo Olympic 2020 postponed are also impacted the TV inventory consumption. That intensify our difficulties to maintain capacity utilization ratesrates. However, the panel demand from the work at home and gross margin.distance education which are the quarantine actions for preventingCOVID-19 spread, recently increases the utilization of our assembly and testing of memory and COF assembly.

Declining Average Selling Prices of Our Assembly and TestTesting Services. The semiconductor industry is characterized by a general decrease in prices for products and services over the course of their product and technology life cycles. The rate of decline is particularly steep during periods of intense competition and adverse market conditions. The average selling prices of our assembly and testtesting services experienced sharp declines during such periods as a result of intense price competition from other independent assembly and testtesting companies that attempt to maintain high capacity utilization levels in the face of reduced demand.

To offset the effects of decreasing average selling prices, we will continue to seek to:

 

improve production efficiency and attain high capacity utilization rates;

 

concentrate on testing of potentially high-demand, high-growth semiconductors;

 

develop new assembly technologies; and

 

implement new technologies and platforms to shift into potentially higher margin services.

Market Conditions for theEnd-User Applications for Semiconductors. Market conditions in the semiconductor industry, to a large degree, track those for theirend-user applications. Any deterioration in the market conditions for theend-user applications of semiconductors that we test and assemble may reduce demand for our services and, in turn, materially adversely affect our financial condition and results of operations. Our revenue is largely attributable to fees from testing and assembling semiconductors including DDIC andnon-DDIC electronic components, for use in smart mobile devices, automotive and industrial market. Continuous pricing pressure on our assembly and testtesting services would negatively affectsaffect our earnings.

Change in Product Mix. Increased in average selling prices of DDIC service since 2018 have been partially offset by a change in our revenue mix. In particular, revenue from assembly and testtesting of LCD, OLED and other display panel driver semiconductors, bumping services and12-inch COF processing have increased as a percentage of our total revenue in 2018.2018 and 2019. We intend to continue focusing on testing and assembling more semiconductors that have the potential to provide higher margins and developing and offering new technologies in testing and assembly services, in order to mitigate the effects of declining average selling prices for our services on our ability to attain profitability.

Recent Acquisitions

On December 11, 2015, the board of the Company authorized and the Company and Tsinghua Unigroup executed the Tsinghua Share Subscription Agreement, which is included as Exhibit 4.3, to sell and issue 299,252,000 shares of the Company to Tsinghua Unigroup through the Private Placement at a price of NT$40.0 per common share representing an aggregate purchase price of approximately NT$12.0 billion. The Company and Tsinghua Unigroup and its subsidiary also have entered into other agreements related to the Tsinghua Share Subscription Agreement. On November 30, 2016, the Company and Tsinghua Unigroup mutually agreed to terminateGuowei executed the Tsinghua Share Subscription Agreement and to form a joint-venture.Equity Interest Transfer Agreement. Under the joint-venture,agreement, ChipMOS BVI, a wholly-owned subsidiary of the Company, would sell 54.98% of the equity interests of its wholly-owned subsidiary, Unimos Shanghai, to strategic investors, including Unigroup Guowei, a subsidiary of Tsinghua Unigroup, which will hold 48% equity interests of Unimos Shanghai, and the other strategic investors, including a limited partnership owned by Unimos Shanghai’s employees, will own approximately 6.98% equity interest of Unimos Shanghai. As of December 31, 2016, the equity transfer was not completed, and therefore, the assets, liabilities and equity related to Unimos Shanghai have been reclassified as held for sale and presented as discontinued operations according to IFRS 5“Non-current Assets Held for Sale and Discontinued Operations”. The equity transfer was completed in March 2017 and Unimos Shanghai is no longer a subsidiary of the Company. On December 16, 2019, Unigroup Guowei and one of the strategic investor sold and transferred all equity interests of Unimos Shanghai to Yangtze Memory, which holds 50% equity interests of Unimos Shanghai after completed transaction. For additional information see “Item 4. Information on the Company—Agreements with Tsinghua Unigroup Ltd.”

On January 21, 2016, the board of directors of ChipMOS Bermuda approved the merger with and into the Company, with the laterlatter being the surviving company. In accordance with the agreement and plan of merger entered into between the Company and ChipMOS Bermuda on January 21, 2016, the shareholders of ChipMOS Bermuda received (i) US$3.71 in cash and (ii) 0.9355 ADS representing 18.71 shares of the Company (each ADS representing 20 new common shares, par value of NT$10 each, to be issued by the Company) in exchange for each outstanding ChipMOS Bermuda common share. The Merger was completed and effective on October 31, 2016. The transaction was accounted as a capital reorganization within the Group. The Company’s comparative financial statements present financial information as if ChipMOS Bermuda had always been combined with the Company, restated retrospectively. The Company issued 512,405,340 common shares represented by the ADSs and the ADSs were listed on the NASDAQ Global Select Market on November 1, 2016.

On April 2, 2019, the board of directors of the Company adopted a resolution to dispose of 9,100,000 common shares, or 9.1% equity investment in associate JMC ELECTRONICS CO., LTD.(“JMC”). The disposal was carried out on the public market and completed on April 8, 2019. We will continue to own 10 million common shares of JMC, representing 10.0% of the total shares outstanding. The Company retains significant influence by holding two seats in JMC’s Board of Directors.

Revenue

We conduct our business according to the following main business segments: (1) testing services for memory and logic/mixed-signal semiconductors; (2) assembly services for memory and logic/mixed-signal semiconductors; (3) LCD, OLED and other display panel driver semiconductor testingassembly and assemblytesting services; and (4) bumping services for memory, logic/mixed-signal and LCD, OLED and other display panel driver semiconductors. The following table sets forth, for the periods indicated, our consolidated revenue for each segment.

 

  Year ended December 31,   Year ended December 31, 
  2016   2017   2018   2018   2017   2018   2019   2019 
  NT$   NT$   NT$   US$   NT$   NT$   NT$   US$ 
  (in millions)   (in millions) 

Testing

  $4,587.1   $4,838.2   $4,790.1   $156.5   $4,838.2   $4,790.1   $4,257.8   $142.4 

Assembly

   5,880.8    5,259.3    4,679.7    152.9    5,259.3    4,679.7    5,148.9    172.2 

LCD and other display panel driver semiconductor assembly and testing

   4,920.3    4,789.9    5,694.7    186.0 

LCD, OLED and other display panel driver semiconductor assembly and testing

   4,789.9    5,694.7    6,922.2    231.4 

Bumping

   2,999.4    3,053.5    3,315.5    108.3    3,053.5    3,315.5    4,009.0    134.0 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $18,387.6   $17,940.9   $18,480.0   $603.7   $17,940.9   $18,480.0   $20,337.9   $680.0 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Our revenue consists primarily of service fees for testing and assembling semiconductors, and to a lesser extent, fees from equipment rentals to semiconductor manufacturers for engineering testing, less allowances for product returns. We offer assembly and testtesting services for memory semiconductors,and logic/mixed-signal semiconductors, assembly and testtesting services for LCD, OLED and other display panel driver semiconductors and bumping services.

Most of our customers do not place purchase orders far in advance and our contracts with customers generally do not require minimum purchases of our products or services. Our customers’ purchase orders have varied significantly from period to period because demand for their products is often volatile. We have strategically entered into long-term capacity agreements with some of our customers. Under certain of those long-term agreements, we have agreed to reserve capacity for our customers and our customers have agreed to place orders in the amount of the reserved capacity (which is subject in certain cases to reduction by the customers). As part of our strategy, we intend to continue entry into additional long-term capacity agreements as well as focus on our business with smaller customers or customers who do not place orders on a regular basis. We believe that the dual focused strategy would assist us to be better prepared for the current economic volatility and ensure maximum utilization rate of our capacity and help us to develop closer relationships with all types of our customers. Depending on customer demands, market conditions and other considerations, we remain to be focused on expansion of our operations with possible future long-term capacity agreements.

Our financial condition and results of operations have also been, and are likely to continue to be, affected by price pressures on our service fees, which tend to decline in tandem with the declining average selling prices of the products we test and assemble over the course of their product and technology life cycles. In order to maintain our margins, it is necessary to offset the fee erosion by continually improving our production efficiency and maintaining high capacity utilization rates. We also plan to continue to develop and implement new technologies and expand our services into potentially higher-margin segments. These efforts require significant upfront investment in advance of incremental revenue, which could impact our margins.

Pricing

We price our testing fees primarily based on the cost of testing the products to our customers’ specifications, including the costs of the required material and components, the depreciation expenses relating to the equipment involved and our overhead expenses, and with reference to prevailing market prices. Accordingly, the testing fee for a particular product would principally depend on the time taken to perform the tests, the complexity of the product and the testing process, and the cost of the equipment used to perform the test. For example, testing fees for memory semiconductors are significantly higher than those for other products because of the longer time required and the need forburn-in testing. In addition, TDDI as a multi-functional product which is DDIC with touch function, its testing process required longer testing time than traditional DDIC, thus the testing cost also will be higher than DDIC product.

We price our assembly services on a per unit basis, taking into account the complexity of the package, our costs, including the costs of the required material and components, the depreciation expenses relating to the equipment involved and our overhead expenses, prevailing market conditions, the order size, the strength and history of our relationship with the customer and our capacity utilization.

We price our assembly and testtesting services for DDIC/TDDI and other display panel driver semiconductors and bumping services on the basis of our costs, including the costs of the required material and components, the depreciation expenses relating to the equipment involved and our overhead expenses, and the price for comparable services.

On a case by case, we offer volume discounts to customers who purchase large quantities of our services and special discounts to customers who use our vertically integrated services and may offer special payment terms, including longer payment cycles, to key customers during downturns in the market so as to retain business from such key customers.

Revenue Recognition

We generally recognize our revenue from services for assembly and testtesting services based on the progress towards completion of performance obligation during the service period. The progress towards completion on assembly services is measured by the actual input costs relative to estimate total expected input costs. The progress towards completion on testing services is measured by the actual incurred testing volume comparing to planned total testing volume. We believe that aforementioned methods are the most appropriate manner to measure the satisfaction of performance obligation to customers because the input costs incurred to assembly and testing volume completed in testing services are based on customer’s specification and not linear over the duration of these services.

Related Party Revenues

In 2016, 2017, 2018 and 2018, nil, less than 1% and2019, all less than 1%, respectively, of our net revenue were derived from related parties. We believe that our transactions with related parties were entered into on an arm’s length basis as discussed in the preceding paragraph. See “Item 7. Major Shareholders and Related Party Transactions” for more information concerning our related party transactions.

Geography and Currency

The majority of our revenue is generated from customers headquartered in Taiwan, which represented 69%73%, 73%80% and 80%78% of our revenue in 2016, 2017, 2018 and 2018,2019, respectively. We also generate revenue from customers in Singapore, Japan and other countries. Our service fees and revenue are generally denominated in the currency of the jurisdiction in which our facilities are located, for example NT dollars for our Taiwan operations. As we generate most of our revenue from Taiwanese customers using our Taiwanese operations, and since most of our labor and overhead costs are denominated in NT dollars, we consider the NT dollar to be our functional currency.

See Note 3533 to our consolidated financial statements contained in this Annual Report on Form20-F and “Item 11. Quantitative and Qualitative Disclosure about Market Risk—Market Risks—Foreign Currency Exchange Rate Risks” for certain information on our exchange rate risks.

Cost of Revenue and Gross Profit

Our cost of revenue consists primarily of the following: depreciation and amortization expenses, raw material costs, and labor and overhead expenses, which primarily include expendable equipment, utilities expenses and inventory supplies. Our operations, in particular our testing, are characterized by relatively high fixed costs. We expect to continue to incur substantial depreciation and other expenses as a result of our previous and future acquisitions of assembly and testtesting equipment and facilities. As of March 31, 2019,2020, we had 1,0781,147 testers, 10192burn-in ovens, 713729 wire bonders, 113127 inner-lead bonders, 910 steppers and 1819 sputters. We use inner-lead bonders for the assembly of LCD, OLED and other display panel driver semiconductors using TCP or COF technology, and wire bonders for TSOP, BGA, and some other package assembly technologies.

Our profitability depends in part not only on absolute pricing levels for our services, but also on our capacity utilization rates. Our average capacity utilization rate for testing of memory and logic/mixed-signal semiconductors was 70% in 2016, 79% in 2017, and 77% in 2018.2018 and 71% in 2019. Our average capacity utilization rate for assembly of memory and logic/mixed-signal semiconductors was 64% in 2016, 66% in 2017, and 64% in 2018.2018 and 72% in 2019. Our average capacity utilization rate for LCD, OLED and other display panel driver semiconductor assembly and testing and assembly was 77% in 2016, 85% in 2017, and 80% in 2018.2018 and 74% in 2019. In addition, our average capacity utilization rate for bumping was 68% in 2016, 69% in 2017, and 72% in 2018.2018 and 74% in 2019.

For each period of time selected, we derived the capacity utilization rate for our testing operations by dividing the total number of hours of actual use of our facilities’ testtesting equipment units by the maximum number of hours that these equipment units were capable of being used. The testing capacity utilization rate generally increases in correlation to increases in the total volume of our customer orders, and generally decreases in correlation to decreases in the total volume of our customer orders.

For each period of time selected, we derived the capacity utilization rate for our assembly operations by dividing the total number of units actually produced by our assembly facilities by the maximum number of units that these facilities are capable of producing. The assembly capacity utilization rate generally increases in correlation to increases in the total volume of our customer orders, and generally decreases in correlation to decreases in the total volume of our customer orders.

Our gross revenue is generally the product of the progress towards completion multiplied by the average selling price per deliverable unit from our assembly or testing services, as the case may be. As a result, in a period where the average selling prices for our services do not fluctuate significantly, increases or decreases in our capacity utilization rates generally correlate to increases or decreases in our gross revenue. Periods with significant increases in the average selling prices for our services reduce the negative impact on our gross revenue from any decreases in our capacity utilization rates. Similarly, periods with significant decreases in the average selling prices for our services reduce the positive impact on our gross revenue from any increases in our capacity utilization rates.

The Company has significant fixed costs in operating our assembly and testtesting facilities. For this reason, decreases in our cost of goods sold during a period generally occur at a slower rate than decreases, during the same period, in our gross revenue due to lower capacity utilization rates, lower average selling prices for our services, or both. Also, as a result, our gross margin and profitability generally decrease in correlation to decreases in our capacity utilization rates, decreases in our average selling prices for our services, or both. Similarly, our gross margin and profitability generally increase in correlation to increases in our capacity utilization rates, increases in our average selling prices for our services, or both. Due to the cyclical nature of the semiconductor industry, customer orders may change significantly, causing fluctuation in our capacity utilization rate and average selling prices for our service.

Most of our labor and overhead costs are denominated in NT dollars. However, we also incur costs of revenues and operating expenses associated with assembly and testtesting services in several other currencies, including Japanese yen, US dollars and RMB. In addition, a substantial portion of our capital expenditures, primarily for the purchase of assembly and testtesting equipment, has been, and is expected to continue to be, denominated in Japanese yen with much of the remainder denominated in US dollars.

The following table sets forth, for the periods indicated, our gross profit and our gross profit margin as a percentage of revenue.

 

  Year ended December 31,   Year ended December 31, 
  2016 2017 2018 2018   2017 2018 2019 2019 
  NT$ NT$ NT$ US$   NT$ NT$ NT$ US$ 
  (in millions)   (in millions) 

Gross profit:

          

Testing

  $1,689.9  $1,733.4  $1,612.2  $52.7   $1,733.4  $1,612.2  $1,033.9  $34.6 

Assembly

   661.8  265.1  148.4  4.8    265.1  148.4  172.0  5.8 

LCD and other display panel driver semiconductor assembly and testing

   1,311.3  1,221.4  1,547.4  50.6 

LCD, OLED and other display panel driver semiconductor assembly and testing

   1,221.4  1,547.4  2,133.0  71.3 

Bumping

   (20.9 17.3  122.0  4.0    17.3  122.0  587.2  19.6 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total

  $3,642.1  $3,237.2  $3,430.0  $112.1   $3,237.2  $3,430.0  $3,926.1  $131.3 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Gross profit margin:

          

Testing

   36.8 35.8 33.7 33.7   35.8 33.7 24.3 24.3

Assembly

   11.3  5.0  3.2  3.2    5.0  3.2  3.3  3.3 

LCD and other display panel driver semiconductor assembly and testing

   26.7  25.5  27.2  27.2 

LCD, OLED and other display panel driver semiconductor assembly and testing

   25.5  27.2  30.8  30.8 

Bumping

   (0.7 0.6  3.7  3.7    0.6  3.7  14.6  14.6 

Overall

   19.8 18.0 18.6 18.6   18.0 18.6 19.3 19.3

Operating Expenses

Research and Development

Research and development expenses consist primarily of personnel expenses, expenditures to qualify our services for specific customers and other consulting fees and certification fees paid to third parties. Research and development expenses are recognized as they are incurred. We currently expect that research and development expenses will increase in the future as we continue to explore new technologies and service offerings. We also expect to hire additional employees in our research and development department.

Sales and Marketing

Sales and marketing expenses consist primarily of shipping and handling expenses incurred in delivering products to our customers’ designated locations, advertising, corporate communications and other marketing expenses, salary expenses for sales and marketing personnel, sales commission, professional service fees bad debt provision and service support expenses.

General and Administrative

General and administrative expenses consist of salaries and related expenses for executive, finance and accounting, and management information systems personnel, professional service fees, bad debt provision and other corporate expenses. They also include stock-based compensation that is expensed using the fair value method. See “Item 6. Directors, Senior Management and Employees—Restricted Shares” for more information concerning our plan of restricted shares. We expect general and administrative expenses to increase in absolute terms as we add personnel and incur additional expenses related to the growth of our business and operations.

Other Operating Income (Expenses), Net

Our other operating income principally consists of gain on disposal of scrapped materials, royalty income, gain on disposal of items purchased on behalf of others and gain on disposal of property, plant and equipment.

Our other operating expenses principally consist of impairment loss on property, plant and equipment.

OtherNon-Operating Income (Expenses), Net

Our othernon-operating income principally consists of interest income, foreign exchange gain, reimbursement of ADSs service charge, rental income and gains on valuation of financial assets at fair value through profit or loss.

Our othernon-operating expenses principally consist of foreign exchange losses.

Profit for the Year Attributable to Equity Holders of the Company

Our profit for the year attributable to equity holders of the Company were NT$1,7072,797 million, NT$2,7971,326 million and NT$1,3262,509 million (US$4384 million) in 2016, 2017, 2018 and 2018,2019, respectively. We believe our future results will be dependent upon the overall economic conditions in the markets we serve, the competitive environment in which we operate, and our ability to successfully implement our strategy, among other things. For additional information on factors that will affect our future performance, see “Item 3. Key Information—Risk Factors”.

Results of Operations

The following table presents selected operating data as a percentage of revenue for the periods indicated:

 

  Year ended December 31,   Year ended December 31, 
  2016   2017   2018   2017 2018 2019 

Revenue

   100.0%    100.0%    100.0%    100.0 100.0 100.0

Cost of revenue

   (80.2)      (82.0)      (81.4)      (82.0 (81.4 (80.7
  

 

   

 

   

 

   

 

  

 

  

 

 

Gross profit

   19.8       18.0       18.6       18.0 18.6 19.3

Research and development expenses

   (4.5)      (5.5)      (5.1)      (5.5 (5.1 (5.0

Sales and marketing expenses

   (0.4)      (0.4)      (0.3)      (0.4 (0.3 (0.3

General and administrative expenses

   (4.5)      (3.6)      (2.6)      (3.6 (2.6 (2.4

Other operating income, net

   0.5       3.9       0.8    

Other operating income (expenses), net

   3.9 0.8 0.5
  

 

   

 

   

 

   

 

  

 

  

 

 

Operating profit

   10.9       12.4       11.4       12.4 11.4 12.1

Finance costs

   (1.0)      (1.2)      (1.0)      (1.2 (1.0 (0.9

Share of profit (loss) of associates

   0.2       (1.0)      (1.6)      (1.0 (1.6 (0.8

Othernon-operating expenses, net

   (0.8)      (1.7)      (0.9)   

Gain on disposal of investment in associates

   0.1  —    4.8

Othernon-operating income (expenses), net

   (1.8 0.9  (0.4
  

 

   

 

   

 

   

 

  

 

  

 

 

Profit before tax

   9.3       8.5       9.7    

Profit before income tax

   8.5 9.7 14.8

Income tax expense

   (1.0)      (3.0)      (2.5)      (3.0 (2.5 (2.5
  

 

   

 

   

 

   

 

  

 

  

 

 

Profit from continuing operations

   8.3       5.5       7.2       5.5 7.2 12.3

Profit (loss) from discontinued operations

   (0.7)      10.1       —     

Profit from discontinued operations

   10.1  —     —   
  

 

   

 

   

 

   

 

  

 

  

 

 

Profit for the year

   7.6%    15.6%    7.2%    15.6 7.2 12.3
  

 

   

 

   

 

   

 

  

 

  

 

 

Attributable to:

          

Equity holders of the Company—continuing operations

   10.0%    5.5%    7.2%    5.5 7.2 12.3

Equity holders of the Company—discontinued operations

   (0.7)      10.1       —        10.1  —     —   

Predecessors’ interests

   (1.7)      —        —     
  

 

   

 

   

 

   

 

  

 

  

 

 
   7.6%    15.6%    7.2%    15.6  7.2  12.3
  

 

   

 

   

 

   

 

  

 

  

 

 

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Revenue. Our revenue increased by NT$1,858 million, or 10%, to NT$20,338 million (US$680 million) in 2019 from NT$18,480 million in 2018.

Revenue from testing services decreased by NT$532 million, or 11%, to NT$4,258 million (US$142 million) in 2019 from NT$4,790 million in 2018, principally due to the decreased average selling prices for our services.

Revenue from assembly services increased by NT$470 million, or 10%, to NT$5,149 million (US$172 million) in 2019 from NT$4,679 million in 2018, primarily as a result of the increased customer demand.

Revenue from LCD, OLED and other display panel driver semiconductor assembly and testing services increased by NT$1,227 million, or 22%, to NT$6,922 million (US$231 million) in 2019 from NT$5,695 million in 2018. This increase was principally as a result of an increase in average selling prices for our services and customer demand for LCD, OLED and other display panel products.

Revenue from bumping services increased by NT$693 million, or 21%, to NT$4,009 million (US$134 million) in 2019 from NT$3,316 million in 2018. This increase was principally due to the increased average selling prices for our services.

See “— Cost of Revenue and Gross Profit” for more information concerning our assembly and testing capacity utilization rates and the impact on our revenue, gross profit and profitability from any increases or decreases in our capacity utilization rate.

Cost of Revenue and Gross Profit. Cost of revenue increased by NT$1,362 million, or 9%, to NT$16,412 million (US$549 million) in 2019 from NT$15,050 million in 2018, primarily due to the increase of direct material expense, depreciation expenses, direct labor expenses, employee benefit expenses and inventory supplies of NT$495 million (US$17 million), NT$348 million (US$12 million), NT$221 million (US$7 million), NT$132 million (US$4 million) and NT$102 million (US$3 million), respectively.

Our gross profit increased to NT$3,926 million (US$131 million) in 2019 from NT$3,430 million in 2018. Our gross margin was 19.3% in 2019, compared to 18.6% in 2018.

Our gross profit margin for testing services decreased to 24.3% in 2019 from 33.7% in 2018, primarily due to the decrease in revenue resulted from the decreased average selling prices for our services.

Our gross profit margin for assembly services increased to 3.3% in 2019 from 3.2% in 2018, primarily due to the increase in revenue resulted from the increased customer demand.

Our gross profit margin for LCD, OLED and other display panel driver semiconductor assembly and testing services increased to 30.8% in 2019 from 27.2% in 2018, primarily due to the increase in revenue resulted from the increased average selling prices for our services and customer demand.

Our gross profit margin for bumping services increased to 14.6% in 2019 from 3.7% in 2018, primarily due to the increase in revenue resulted from the increased average selling prices for our services.

Research and Development Expenses. Research and development expenses increased by NT$69 million, or 7%, to NT$1,008 million (US$34 million) in 2019 from NT$939 million in 2018, primarily due to the increase of employee benefit expenses.

Sales and Marketing Expenses. Sales and marketing expenses increased by NT$3 million, or 6%, to NT$56 million (US$2 million) in 2019 from NT$53 million in 2018, primarily due to the increase of employee benefit expenses.

General and Administrative Expenses. General and administrative expenses increased by NT$13 million, or 3%, to NT$498 million (US$17 million) in 2019 from NT$485 million in 2018, primarily due to the increase of employee benefit expenses and facilities expense and partially offset by the decrease of professional service fee.

Other Operating Income (Expenses), Net. Other operating income, net decreased by NT$55 million, or 37%, to NT$93 million (US$3 million) in 2019 from NT$148 million in 2018, primarily due to the decrease of royalty income of NT$31 million (US$1 million) and gain on disposal of items purchased on behalf of others of NT$16 million (US$535 thousand).

Finance Costs. Finance costs decreased by NT$10 million, or 5%, to NT$180 million (US$6 million) in 2019 from NT$190 million in 2018. This change was primarily due to the decrease of financial cost of bank loans by NT$29 million (US$1 million) and partially offset by the increase of finance cost of lease liabilities by NT$14 million (US$468 thousand).

Share of Profit (Loss) of Associates. Share of loss of associates decreased by NT$145 million, or 48%, to NT$155 million (US$5 million) in 2019 from NT$300 million in 2018. This change was primarily due to the decrease of share of loss of associates of Unimos Shanghai by NT$123 million (US$4 million) and partially offset by the increase of share of profit of associates of JMC by NT$22 million (US$736 thousand).

Gain on Disposal of Investment in Associates. Gain on disposal of investment in associates increased by NT$974 million, or 100%, to NT$974 million (US$33 million) in 2019 from nil in 2018. The change was due to the disposal of 9,100,000 common shares of JMC.

OtherNon-Operating Income (Expenses), Net. Othernon-operating expenses, net increased by NT$246 million, or 142%, to othernon-operating expenses NT$73 million (US$3 million) in 2019 from othernon-operating income NT$173 million in 2018. This change was primarily due to the increased of foreign exchange loss by NT$248 million (US$8 million).

Profit before Income Tax. As a result of the foregoing, profit before income tax increased by 70% to NT$3,022 million (US$101 million) in 2019 from NT$1,782 million in 2018.

Income Tax Expense. We had an income tax expense of NT$514 million (US$17 million) in 2019 compared to income tax expense of NT$457 million for 2018, primarily due to the increase of profit before tax.

Profit for the Year Attributable to Equity Holders of the Company. As a result of the foregoing operations, the profit for the year attributable to the Company was NT$2,509 million (US$84 million) in 2019, compared to NT$1,326 million in 2018.

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Revenue. Our revenue increased by NT$539 million, or 3%, to NT$18,480 million (US$604 million) in 2018 from NT$17,941 million in 2017.

Revenue from testtesting services for memory and logic/mixed-signal semiconductors decreased by NT$48 million, or 1%, to NT$4,790 million (US$157 million) in 2018 from NT$4,838 million in 2017. Revenue from testtesting services for memory semiconductors increased by NT$17 million, or 1%, to NT$3,988 million (US$131 million) in 2018 from NT$3,971 million in 2017, principally due to the increased average selling prices for our services. Revenue for testtesting services for logic/mixed-signal semiconductors decreased by NT$65 million, or 8%, to NT$802 million (US$26 million) in 2018 from NT$867 million in 2017, principally due to the decreased average selling prices for our services.

Revenue from assembly services for memory and logic/mixed-signal semiconductors decreased by NT$580 million, or 11%, to NT$4,679 million (US$153 million) in 2018 from NT$5,259 million in 2017. Revenue from assembly services for memory semiconductors decreased by NT$455 million, or 10%, to NT$3,897 million (US$127 million) in 2018 from NT$4,352 million in 2017, primarily as a result of the decreased average selling prices for our services and customer demand. Revenue from assembly services for logic/mixed-signal semiconductors decreased by NT$124 million, or 14%, to NT$783 million (US$26 million) in 2018 from NT$907 million in 2017, primarily as a result of the decreased average selling prices for our services and customer demand.

Revenue from LCD, OLED and other display panel driver semiconductor assembly and testtesting services increased by NT$905 million, or 19%, to NT$5,695 million (US$186 million) in 2018 from NT$4,790 million in 2017. This increase was principally as a result of an increase in average selling prices for our services and customer demand for LCD, OLED and other display panel products.

Revenue from bumping services increased by NT$262 million, or 9%, to NT$3,316 million (US$108 million) in 2018 from NT$3,054 million in 2017. This increase was principally due to the increased average selling prices for our services and customer demand.

See “— Cost of Revenue and Gross Profit” for more information concerning our assembly and testtesting capacity utilization rates and the impact on our revenue, gross profit and profitability from any increases or decreases in our capacity utilization rate.

Cost of Revenue and Gross Profit. Cost of revenue increased by NT$346 million, or 2%, to NT$15,050 million (US$492 million) in 2018 from NT$14,704 million in 2017, primarily due to the increase of depreciation expenses and reversal of inventory impairment loss of NT$474 million (US$15 million) and NT$88 million, (US$3 million), respectively, and partially offset by the decrease of direct labor expenses and employee benefit expenses of NT$91 million (US$3 million) and NT$101 million, (US$3 million), respectively.

Our gross profit increased to NT$3,430 million (US$112 million) in 2018 from NT$3,237 million in 2017. Our gross margin was 18.6% in 2018, compared to 18.0% in 2017.

Our gross profit margin for testtesting services for memory and logic/mixed-signal semiconductors decreased to 33.7% in 2018 from 35.8% in 2017, primarily due to the decrease in revenue resulted from the decreased average selling prices for our services.

Our gross profit margin for assembly services for memory and logic/mixed-signal semiconductors decreased to 3.2% in 2018 from 5.0% in 2017, primarily due to the decrease in revenue resulted from the decreased average selling prices for our services and customer demand.

Our gross profit margin for LCD, OLED and other display panel driver semiconductor assembly and testtesting services increased to 27.2% in 2018 from 25.5% in 2017, primarily due to the increase in revenue resulted from the increased average selling prices for our services and customer demand.

Our gross profit margin for bumping services increased to 3.7% in 2018 from 0.6% in 2017, primarily due to the increase in revenue resulted from the increased average selling prices for our services and customer demand.

Research and Development Expenses. Research and development expenses decreased by NT$47 million, or 5%, to NT$939 million (US$31 million) in 2018 from NT$986 million in 2017, primarily due to the decrease of employee benefit expenses and R&D material expense.

Sales and Marketing Expenses. Sales and marketing expenses decreased by NT$11 million, or 17%, to NT$53 million (US$2 million) in 2018 from NT$64 million in 2017, primarily due to the decrease of employee benefit expenses,fright-out expense and commission expense.

General and Administrative Expenses. General and administrative expenses decreased by NT$155 million, or 24%, to NT$485 million (US$16 million) in 2018 from NT$640 million in 2017, primarily due to the decrease of employee benefit expenses and professional service fee.

Other Operating Income (Expenses), Net. Other operating income decreased by NT$545 million, or 79%, to NT$148 million (US$5 million) in 2018 from NT$693 million in 2017, primarily due to the decrease of insurance compensation income of NT$487 million (US$16 million) and gain on disposal of property, plant and equipment of NT$119 million (US$4 million).million.

Finance Costs. Finance costs decreased by NT$27 million, or 12%, to NT$190 million (US$6 million) in 2018 from NT$217 million in 2017. This change was primarily due to the decrease of interest expense from bank loans by NT$38 million (US$1 million) and partially offset by the increase of financial cost of bank loans by NT$11 million (US$359 thousand).million.

Share of profit (loss)Profit (Loss) of associatesAssociates. Share of loss of associates increased by NT$121 million, or 67%, to NT$300 million (US$10 million) in 2018 from NT$179 million in 2017. This change was primarily due to the increase of share of loss of associates of Unimos Shanghai by NT$162 million (US$5 million) and partially offset by the increase of share of profit of associates of JMC by NT$41 million.

Gain on Disposal of Investment in Associates. Gain on disposal of investment in associates decreased by NT$17 million, (US$1 million).which was nil in 2018 from NT$17 million in 2017. The change was primarily due to the accounting treatment for investment in associates as the Company did not participate investee’s capital increase which resulted change in shareholding.

OtherNon-Operating Income (Expenses), Net. Othernon-operating expense decreased by NT$484501 million, or 156%153%, to othernon-operating income of NT$173 million (US$6 million) in 2018 from othernon-operating expense of NT$311328 million in 2017. This change was primarily due to the decrease of foreign exchange losses by NT$512 million (US$17 million) and partially offset by the decrease of gain on disposal of long-term investment of associates by NT$17 million (US$1 million) and reimbursement of ADSs service charge by NT$10 million (US$327 thousand).million.

Profit before Income Tax. As a result of the foregoing, profit before income tax increased by 16% to NT$1,782 million (US$58 million) in 2018 from NT$1,532 million in 2017.

Income Tax Expense. We had an income tax expense of NT$457 million (US$15 million) in 2018 compared to income tax expense of NT$551 million for 2017, primarily due to the decrease of the income tax expense from 10% tax on unappropriated earnings and partially offset by the increase of income tax of profit before tax.

Profit for the Year Attributable to Equity Holders of the Company. As a result of the foregoing operations as well as increase in profit from discontinued operations, the profit for the year attributable to the Company was NT$1,326 million (US$43 million) in 2018, compared to NT$2,797 million in 2017.

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

Revenue. Our revenue decreased by NT$447 million, or 2%, to NT$17,941 million in 2017 from NT$18,388 million in 2016.

Revenue from test services for memory and logic/mixed-signal semiconductors increased by NT$251 million, or 5%, to NT$4,838 million in 2017 from NT$4,587 million in 2016. Revenue from test services for memory semiconductors increased by NT$351 million, or 10%, to NT$3,971 million in 2017 from NT$3,620 million in 2016, principally due to the increased capacity utilization rate resulting from the higher customer demand. Revenue for test services for logic/mixed-signal semiconductors decreased by NT$100 million, or 10%, to NT$867 million in 2017 from NT$967 million in 2016, principally due to the decreased capacity utilization rate resulting from the lower customer demand.

Revenue from assembly services for memory and logic/mixed-signal semiconductors decreased by NT$622 million, or 11%, to NT$5,259 million in 2017 from NT$5,881 million in 2016. Revenue from assembly services for memory semiconductors decreased by NT$932 million, or 18%, to NT$4,352 million in 2017 from NT$5,284 million in 2016, primarily as a result of the decreased average selling prices for our services and customer demand. Revenue from assembly services for logic/mixed-signal semiconductors increased by NT$310 million, or 52%, to NT$907 million in 2017 from NT$597 million in 2016, primarily as a result of the increased capacity utilization rate resulting from the higher customer demand.

Revenue from LCD and other display panel driver semiconductor assembly and test services decreased by NT$131 million, or 3%, to NT$4,790 million in 2017 from NT$4,921 million in 2016. This decrease was principally as a result of a decrease in average selling price for LCD and other display panel products.

Revenue from bumping services increased by NT$55 million, or 2%, to NT$3,054 million in 2017 from NT$2,999 million in 2016. This increase was principally due to the increased average selling prices for our services and customer demand.

See “— Cost of Revenue and Gross Profit” for more information concerning our assembly and test capacity utilization rates and the impact on our revenue, gross profit and profitability from any increases or decreases in our capacity utilization rate.

Cost of Revenue and Gross Profit. Cost of revenue decreased by NT$42 million, or 1%, to NT$14,704 million in 2017 from NT$14,746 million in 2016, primarily due to the decrease of direct material expenses, depreciation expenses and expendable equipment of NT$310 million, NT$194 million and NT$352 million, respectively, and partially offset by the increase of direct labor expenses, employee benefit expenses, maintenance and repair, operating supplies, inventory supplies and subcontract fee of NT$359 million, NT$206 million, NT$68 million, NT$69 million, NT$65 million and NT$41 million, respectively.

Our gross profit decreased to NT$3,237 million in 2017 from NT$3,642 million in 2016. Our gross margin was 18.0% in 2017, compared to 19.8% in 2016.

Our gross profit margin for test services for memory and logic/mixed-signal semiconductors decreased to 35.8% in 2017 from 36.8% in 2016, primarily due to the decreased sales of higher margin logic/mixed-signal semiconductors test services.

Our gross profit margin for assembly services for memory and logic/mixed-signal semiconductors decreased to 5.0% in 2017 from 11.3% in 2016, primarily due to the decrease in revenue resulted from the decreased average selling prices for our services.

Our gross profit margin for LCD and other display panel driver semiconductor assembly and test services decreased to 25.5% in 2017 from 26.7% in 2016, primarily due to the decrease in revenue resulted from the decreased average selling prices for our services.

Our gross profit margin for bumping services increased to 0.6% in 2017 from-0.7% in 2016, primarily due to the increase in revenue resulted from the increased average selling prices for our services and customer demand.

Research and Development Expenses. Research and development expenses increased by NT$147 million, or 18%, to NT$986 million in 2017 from NT$839 million in 2016, primarily due to the increase of employee benefit expenses resulted from the increase of employees.

Sales and Marketing Expenses. Sales and marketing expenses decreased by NT$9 million, or 12%, to NT$64 million in 2017 from NT$73 million in 2016, primarily due to the decrease of employee benefit expenses.

General and Administrative Expenses. General and administrative expenses decreased by NT$182 million, or 22%, to NT$640 million in 2017 from NT$822 million in 2016, primarily due to the decrease of employee benefit expenses and professional service fee resulted from the Merger.

Other Operating Income (Expenses), Net. Other operating income increased by NT$603 million, or 670%, to NT$693 million in 2017 from NT$90 million in 2016, primarily due to the increase of insurance compensation income of NT$480 million and gain on disposal of property, plant and equipment of NT$130 million.

Finance Costs. Finance costs increased by NT$38 million, or 21%, to NT$217 million in 2017 from NT$179 million in 2016. This change was primarily due to the increase of interest expense from bank loans and leasing by NT$46 million and partially offset by the decrease of financial cost of bank loans by NT$8 million .

Share of profit (loss) of associates. Share of income of associates decreased by NT$208 million, or 721%, to share of loss of associates of NT$179 million in 2017 from share of income of associates of NT$29 million in 2016. This change was primarily due to the increase of share of loss of associates of Unimos Shanghai by NT$180 million and decrease of share of profit of associates of JMC by NT$28 million.

OtherNon-Operating Income (Expenses), Net. Othernon-operating expense increased by NT$163 million, or 110%, to NT$311 million in 2017 from NT$148 million in 2016. This change was primarily due to the increase of foreign exchange losses by NT$224 million and partially offset by the increase of gain on disposal of long-term investment of associates by NT$17 million, reimbursement of ADSs service charge by NT$24 million and interest income by NT$15 million.

Profit before Income Tax. As a result of the foregoing, profit before income tax decreased by 10% to NT$1,532 million in 2017 from NT$1,700 million in 2016.

Income Tax Expense. We had an income tax expense of NT$551 million in 2017 compared to income tax expense of NT$177 million for 2016, primarily due to the income tax expense of NT$247 million in 2017 from 10% tax on unappropriated earnings and the tax benefit of NT$175 million in 2016 from reversing the 10% tax on respective unappropriated earnings due to the capital reorganization.

Profit for the Year Attributable to Equity Holders of the Company. As a result of the foregoing operations as well as increase in profit from discontinued operations, the profit for the year attributable to the Company was NT$2,797 million in 2017, compared to NT$1,707 million in 2016.

Critical Accounting Policies

We prepare our consolidated financial statements in conformity with the IFRSs. Under the IFRSs, we are required to make certain estimates, judgments and assumptions about matters that are highly uncertain at the time those estimates, judgments and assumptions are made, and our financial condition or results of operations may be materially impacted if we use different but nonetheless reasonable estimates, judgments or assumptions about those matters for that particular period or if we change our estimates, judgments or assumptions from period to period.

Under the IFRSs, the significant accounting policies are set forth in Note 2 to our consolidated financial statements contained in this Annual Report on Form20-F. The significant accounting policies that require us to make estimates and assumptions about the effect of matters that are inherently uncertain are discussed below.

Revenue recognition

We recognize revenue from services based on the progress towards completion of performance obligation during the service period. The progress towards completion on assembly services, services for LCDD and Bumping are measured by the actual input costs relative to estimate total expected input costs. The progress towards completion on testing services is measured by the actual incurred testing volume comparing to planned total testing volume. We believe that aforementioned methods are the most appropriate manner to measure the satisfaction of performance obligation to customers because the input costs incurred to assembly and testing volume completed in testing services are based on customer’s specification and not linear over the duration of these services.

We estimate sales refund liabilities for sale allowance based on historical results and other known factors. Provisions for such liabilities are recorded as a deduction item to sales revenues when the sales are recognized. We reassess the reasonableness of estimates of discounts and returns periodically. As of December 31, 20172018 and 2018,2019, the ending balances for current refund liabilities were NT$7033 million and NT$3326 million (US$1 million), respectively.

Provisions for deficiency compensation

We are primarily providingengaged in the research, development, manufacturing, sale, and assembly and testing of high-integration and high-precision integrated circuit of the packaging and testing services.circuit. In any cases ofwhere deficiencies in the assembly and testing services provided,arise, we have to clarify the reason for deficiencies and attributionattribute of responsibility.responsibilities. We follows the guidance of IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” to determine provisions for deficiency compensation.warranty provisions. Since the timing and amount of these provisionswarranties are based on assumptions and estimates it requires management to make critical judgments. As of December 31, 20172018 and 2018,2019, the ending balances for current provision for deficiency compensation were NT$5729 million and NT$ 292 million (US$1 million)67 thousand), respectively.

Impairment of receivables

We initially applied IFRS 9 on January 1, 2018 and recordedrecord loss allowance base on expected credit loss. For the customer that we have reason to believe may have an inability to meet its financial obligations or past due over 90 days, we conduct an individual examination and use loss rate methodology to record a specific reserve. For the customers other than this, we also provide a reserve for receivables based upon the forecastability of business monitoring indicators to adjust the loss rate. As of December 31, 2018 and 2019, we provided both nil for the first type of reserve andreserve; NT$2 million and NT$1 million (US$75thousand)33 thousand) for the second type of reserve.reserve, respectively.

The loss allowance we set aside for receivables was NT$87 thousand as of December 2016, nil as of December 31, 2017, and NT$2 million as of December 31, 2018 and NT$1 million (US$7533 thousand) as of December 31, 2018.2019. The allowances as of December 31, 2016, 2017, 2018 and 20182019 represented 0.002%, nil, 0.048% and 0.048%0.030%, respectively, of our accounts receivable as of those dates. The allowance and reversal in 2018 and allowance in 20172019 reflected a reduction and 2018 reflected an enlargement and reduction of NT$87348 thousand and NT$349806 thousand (US$1127 thousand), respectively, in accounts receivable that increased and decreased the salesgeneral and marketingadministrative expenses.

An increase in our loss allowance for receivables would increase our sales and marketing expenses, and decrease our current assets.

Depreciation of property, plant and equipment

Property, plant and equipment are depreciated on a straight-line basis over their estimated economic useful lives. The determination of the useful lives involves management’s estimation. The Group assesses annually the useful life of the property, plant and equipment and if the expectation differs from the original estimate, such a difference may impact the depreciation in the year when the estimate is changed and the future period.

By considering the Company’s experience on using similar property, plant and equipment in prior periods as well as by referring to the experience from peer industries, on November 10, 2016, the Board of Directors approved to change the estimated useful lives of certain properties from 11 years to 16 years and certain equipment from 2~6 years to 2~8 years effectively from November 1, 2016, in order to better reflect economic benefits from consumption of those property and equipment.

Deferred Tax Assets

Deferred tax assets are recognized for unused tax losses, temporary differences, and tax credit to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine that amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

The Company has not recognized deductible and taxable temporary differences associated with investment as deferred tax assets. As of December 31, 2016, 2017, 2018 and 2018,2019, the amounts of deductible temporary differences unrecognized as deferred tax assets were NT$53529 million, NT$29 millionnil and nil, respectively.

As of December 31, 2016, 2017, 2018 and 2018,2019, the ending balances for deferred tax assets were NT$250212 million, NT$212227 million and NT$227195 million (US$7 million), respectively.

Deferred Tax Liabilities

Deferred tax liabilities are recognized for all taxable temporary differences, except when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

The Company has not recognized taxable temporary differences associated with investment as deferred tax liabilities. As of December 31, 2016, 2017, 2018 and 2018,2019, the amounts of taxable temporary differences unrecognized as deferred tax liabilities were nil, NT$921 thousand, NT$495 thousand and NT$495180 million (US$166 million), respectively.

As of December 31, 2016, 2017, 2018 and 2018,2019, the ending balances for deferred tax liabilities were NT$93174 million, NT$174309 million and NT$309 million (US$10 million), respectively.

Lease Liabilities

We initially applied the new standard IFRS 16 “Leases” effective as of January 1, 2019. IFRS 16 substantially changed the consolidated financial statements, as the majority of leases for which the Group is the lessee became on the consolidated statements of financial position liabilities with correspondingright-of-use assets also recognized on the consolidated statements of financial position. The lease liability reflects the net present value of the remaining lease payments, and theright-of use asset corresponds to the lease liability, adjusted for payments made before the commencement date.

We implemented the new standard on January 1, 2019, and applied the simplified retrospective method, withright-of-use assets measured at an amount equal to the lease liabilities, adjusted by the amount of the lease obligations payable relating to those leases recognized in the statements of financial position immediately before the date of initial application and will not restate prior years. As of December 31, 2019, the ending balance for lease liabilities was NT$693 million (US$23 million).

Impairment ofNon-Financial Assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow (“DCF”) model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance of the cash generating unit being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for the extrapolation purposes.

In determining whether any impairment charges were necessary for the property, plant and equipment and othernon-current assets for the year ended December 31, 2018,2019, we assumed that the semiconductor industry will continue its growth in the next few years. Based upon our assumption of growth in the semiconductor industry and our other assumptions in our internal budget, for the purpose of determining whether any impairment charges are necessary for the year ended December 31, 2018,2019, an impairment loss of nilNT$10 million (US$334 thousand) and nil were recognized with respect to property, plant and equipment and othernon-current assets.

While we believe that our estimates of future cash flows are reasonable, any changes in these estimates based on changed economic conditions or business strategies could result in significant impairment changes in future periods.

Defined Benefit Plans

The cost of the defined benefit pension plan and post-employment benefits and the present value of the pension obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates and future pension increases.rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to change in these assumptions. All assumptions are reviewed at each reporting date. Further details are disclosed in Note 2526 to our consolidated financial statements contained in this Annual Report on Form20-F.

Senior Management’s Discussion with the Audit Committee

Our management has discussed the critical accounting policies described above with the audit committee of our board of directors and the audit committee has reviewed our disclosure relating to the critical accounting policies in this section.

Impact of Foreign Currency Fluctuations and Governmental or Political Factors

For a discussion of the impact of foreign currency fluctuations and governmental economics, fiscal, monetary or political policies or factors that may directly or indirect impact us, see “Item 3. Key Information—Risks Factors—Risks Relating to Our Business—Fluctuations in exchange rates could result in foreign exchange losses” and “Item 3. Key Information—Risks Factors—Risks Relating to Countries in Which We Conduct Operations”.

Liquidity and Capital Resources

Since our inception, we have funded our operations and growth primarily through the issuance of equity, a mixture of short- and long-term bank loans and cash flow from operations. As of December 31, 2018,2019, our primary sources of liquidity were cash and cash equivalents of NT$4,6434,704 million (US$152157 million), short-term bank loans of NT$6,0075,941 million (US$196199 million) available to us in undrawn facilities, which have expired or will expire from February 2019March 2020 to November 2019,2020, and long-term bank loans of NT$1,800 million (US$5960 million) available to us in undrawn facilities, which will expire in May 2023. We have taken the following steps to meet our liquidity, capital spending and other capital needs.

In May 2018, the Company obtained a syndicated loan facility from banks in Taiwan in the amount of NT$12,000 million for a term of five years, which was used to repay the existing debt of financial institutions and broaden the Company’s working capital. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business—Our significant amount of indebtedness and interest expense will limit our cash flow and could adversely affect our operations” for additional information.

On January 1, 2019, MOEA implemented the “Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan” and companies are subsidized with preferential interest loans for qualified investment projects. The Company has obtained the qualification from the MOEA, and signed loan agreements with financial institutions during January to March 2020 with the line of credit amounted to NT$12,144 million (US$406 million) and terms from seven to ten years. As of the issue date of this report, the Company has used NT$3,584 million (US$120 million) of the credit line.

In order to adjust capital structure and increase returns of equity, on June 26, 2018, a capital reduction plan (the “2018 Capital Reduction Plan”) was resolved at shareholders’ meeting, under which the Company reduced its share capital by approximately 15% on November 2, 2018.. As a result, approximately 15% of the total number of issued shares was canceled, proportionately to the shareholding of each Shareholder. The issued shares of the Company include (i) the issued and outstanding shares not held in the ADS deposit facility, approximately 15 %15% of which were canceled, and cash was distributed to the holders of these shares, (ii) the issued and outstanding shares held in the ADS deposit facility, approximately 15% of which were canceled, and accordingly, approximately 15% of the ADSs representing these shares were canceled, and cash was distributed to holders of ADSs representing these canceled shares, (iii) issued shares not outstanding that are treasury stock, approximately 15% of which were canceled, and no cash was distributed with respect to these shares, and (iv) issued shares not outstanding acquired by the Company pursuant to the restricted share agreement with the employees, approximately 15% of which were canceled, and no cash was distributed with respect to these shares, in each case of (i)-(iv), in accordance with the 2018 Capital Reduction Plan. The ratio between one ADS and the number of underlying Common Shares remain unchanged under the 2018 Capital Reduction Plan. The record date of the 2018 Capital Reduction Plan was fixed on August 15, 2018. Each holder of the outstanding Common Shares received an amount calculated by approximately NT$1.5 per common share and each holder of ADS received an amount calculated by approximately NT$30 per ADS under the 2018 Capital Reduction Plan.

Under the 2018 Capital Reduction Plan, the Company’s share capital was reduced by NT$1,329,445,590, and 132,944,559 issued Common Shares and 974,013 issued and outstanding ADSs were canceled. As of March 31, 2019,2020, we have a total of 752,834,734727,240,126 issued Common Shares and 4,995,3764,736,737 issued and outstanding ADSs.

Since November 1, 2016, when the Company first issued ADSs, the total number of issued and outstanding Company ADSs has decreased by 20,624,89120,883,530 ADSs, representing approximately 81%82% of the total number of issued and outstanding ADSs first issued, as a result of ADS holders surrendering their ADSs to the depositary for cancellation, withdrawing the underlying shares and 2018 Capital Reduction Plan from the deposit facility, pursuant to the Company’s deposit agreement with the depositary.

Liquidity

The following table sets forth our cash flows with respect to operating activities, investing activities, financing activities and the effect of exchange rate changes on cash for the periods indicated.

 

  Year ended December 31,   Year ended December 31, 
  2016   2017   2018   2018   2017   2018   2019   2019 
  NT$   NT$   NT$   US$   NT$   NT$   NT$   US$ 
  (in millions)   (in millions) 

Net cash generated from (used in):

                

Operating activities

  $3,688.0   $4,157.3   $4,129.2   $134.9   $4,157.3   $4,129.2   $5,982.4   $200.0 

Investing activities

   (4,556.7   (3,493.4   (5,129.3   (167.6   (3,493.4   (5,129.3   (4,237.8   (141.6

Financing activities

   (3,223.9   (550.8   (2,400.4   (78.4   (550.8   (2,400.4   (1,677.3   (56.1
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net increase (decrease) in cash and cash equivalents

  $(4,092.6  $113.1   $(3,400.5  $(111.1  $113.1   $(3,400.5  $67.3   $2.3 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net Cash Generated from Operating Activities

Net cash generated from operating activities totaled NT$5,982 million (US$200 million) in 2019, compared to NT$4,129 million in 2018. Net cash generated from operating activities was positively impacted by a profit before income tax of NT$3,022 million (US$135101 million) with depreciation expenses of NT$3,732 million (US$125 million) in 2019 compared to a profit before income tax of NT$1,782 million with depreciation expenses of NT$3,377 million in 2018. The increase in net cash generated from operating activities was primarily due to a decrease of accounts and notes receivable of NT$294 million (US$10 million) in 2019 compared to an increase of accounts and notes receivable of NT$734 million in 2018, an increase of other payables of NT$331 million (US$11 million) in 2019 compared to a decrease of other payables of NT$302 million in 2018, and partially offset by the increase of gain on disposal of investment in associates of NT$974 million (US$33 million) in 2019 which was nil in 2018 and income tax payment which was NT$637 million (US$21 million) in 2019 compared to NT$119 million in 2018.

Net cash generated from operating activities totaled NT$4,129 million in 2018, compared to NT$4,157 million in 2017. Net cash generated from operating activities was positively impacted by a profit before income tax of NT$1,782 million (US$58 million) with depreciation expenses of NT$3,377 million (US$110 million) in 2018 compared to a profit before income tax (including discontinued operations) of NT$3,347 million with depreciation expenses of NT$2,899 million in 2017. The decrease in net cash generated from operating activities was primarily due to an increase of accounts and notes receivable of NT$734 million (US$24 million) in 2018 compared to a decrease of accounts and notes receivable of NT$128 million in 2017, a decrease of other payables of NT$302 million (US$10 million) in 2018 compared to an increase of other payables of NT$439 million in 2017, the decrease of share-based payments which was NT$41 million (US$1 million) in 2018 compared to NT$123 million in 2017 and a decrease of prepayments of NT$47 million (US$2 million) in 2018 compared to a decrease of prepayments of NT$127 million in 2017 and partially offset by the decrease of gain on disposal of a subsidiary which was nil in 2018 compared to NT$1,843 million in 2017, gain on disposal of property, plant and equipment which was NT$14 million (US$1 million) in 2018 compared to NT$133 million in 2017, insurance compensation income which was NT$147 thousand (US$5 thousand) in 2018 compared to NT$487 million in 2017, income tax payment which was NT$119 million (US$4 million) in 2018 compared to NT$388 million in 2017 and the increase of share of loss of associates which was NT$300 million (US$10 million) in 2018 compared to NT$179 million in 2017.

Net cash generated from operating activities totaled NT$4,157 million in 2017, compared to NT$3,688 million in 2016. Net cash generated from operating activities was positively impacted by a profit before income tax (including discontinued operations) of NT$3,347 million with depreciation expenses of NT$2,899 million in 2017 compared to a profit before income tax (including discontinued operations) of NT$1,578 million with depreciation expenses of NT$3,228 million in 2016. The increase in net cash generated from operating activities was primarily due to a decrease of accounts and notes receivable of NT$128 million in 2017 compared to an increase of accounts and notes receivable of NT$480 million in 2016, an increase of other payables of NT$439 million in 2017 compared to a decrease of other payables of NT$250 million in 2016 and partially offset by the increase of gain on disposal of a subsidiary which was NT$1,843 million in 2017 compared to nil in 2016 and insurance compensation income which was NT$487 million in 2017 compared to nil in 2016.

Net Cash Used in Investing Activities

Net cash used in investing activities totaled NT$4,238 million (US$142 million) in 2019, compared to NT$5,129 million in 2018. The decrease in net cash used in investing activities primarily resulted from the acquisition of property, plant and equipment of NT$5,441 million (US$168182 million) in 2019, compared to NT$4,154 million in 2018, and partially offset by the proceeds from disposal of investment in associate of NT$1,180 million (US$39 million) in 2019, compared to nil in 2018, acquisition of investment in associate which was nil in 2019, compared to NT$795 million in 2018.

Net cash used in investing activities totaled NT$5,129 million in 2018, compared to NT$3,493 million in 2017. The increase in net cash used in investing activities primarily resulted from the decrease in net cash flow from disposal of a subsidiary which was nil in 2018, compared to NT$1,781 million in 2017.

Net cash used in investing activities totaled NT$3,493 million in 2017, compared to NT$4,557 million in 2016. The decrease in net cash used in investing activities primarily resulted from the increase in net cash flow from disposal of a subsidiary which was NT$1,781 million in 2017, compared to nil in 2016, proceeds from insurance compensation which was NT$487 million in 2017, compared to nil in 2016 and proceeds from disposal of property, plant and equipment which was NT$307 million in 2017, compared to NT$59 million in 2016 and partially offset by the increase in acquisition of investment in associate which was NT$1,373 million in 2017, compared to nil in 2016.

Net Cash Used in Financing Activities

Net cash used in financing activities totaled NT$1,677 million (US$56 million) in 2019, compared to NT$2,400 million in 2018. The decrease in net cash used in financing activities was primarily the result of the payments on capital reduction which was nil in 2019, compared to NT$1,284 million in 2018, net payments of short-term bank loans of nil in 2019, compared to NT$969 million in 2018 and partially offset by the cash distribution of NT$873 million (US$7829 million) in 2019, compared to NT$257 million in 2018, net payments of long-term bank loans of NT$756 million (US$25 million) in 2019, compared to net proceeds of long-term bank loans of NT$110 million in 2018.

Net cash used in financing activities totaled NT$2,400 million in 2018, compared to net cash used in financing activities totaled NT$551 million in 2017. The increase in net cash used in financing activities was primarily the result of the net payments of short-term bank loans of NT$969 million (US$32 million) in 2018, compared to net proceeds of short-term bank loans of NT$1,282 million in 2017 and the payments on capital reduction which was NT$1,284 million (US$42 million) in 2018, compared to nil in 2017 and partially offset by the net proceeds of long-term bank loans of NT$110 million (US$4 million) in 2018, compared to net payments of long-term bank loans of NT$976 million in 2017 and the decrease in cash distribution of NT$257 million (US$8 million) in 2018, compared to NT$857 million in 2017.

Net cash used in financing activities totaled NT$551 million in 2017, compared to net cash used in financing activities totaled NT$3,224 million in 2016. The decrease in net cash used in financing activities was primarily the result of the net proceeds of short-term bank loans of NT$1,282 million in 2017, compared to net payment on short-term bank loans of NT$1,149 million in 2016, the payments on repurchase of shares of nil in 2017, compared to NT$1,008 million in 2016, the payments in cash distribution of NT$857 million in 2017, compared to NT$1,793 million in 2016 and the payments on capital reorganization which was nil in 2017, compared to NT$3,342 million in 2016 and partially offset by the net payments of long-term bank loans of NT$976 million in 2017, compared to net proceeds of long-term bank loans of NT$4,359 million in 2016.

Capital Resources

Capital expenditures in 20162017 were funded by NT$3,6884,157 million in cash flows from operating activities. Capital expenditures in 2017 were funded by NT$4,157 million. Capital expenditures in 2018 were funded by NT$4,129 million. Capital expenditures in 2019 were funded by NT$5,982 million (US$135200 million) in cash flows from operating activities.

Steps taken with respect to generating additional working capital and to saving cash are further discussed under “—Liquidity and Capital Resources”.

Loans

As of December 31, 2018,2019, we had long-term bank loans of NT$9,7909,042 million (US$320302 million) (including current portions of such long-term bank loans of NT$747748 million (US$2425 million)). As of December 31, 2018,2019, NT$8,0227,266 million (US$262243 million) of our long-term bank loans were collateralized by land, buildings and equipment. Our long-term bank loans were floating rate loans with a rate of 1.7895% as of December 31, 2018,2019, repayable semi-annually from November 2018 to May 2023.

We had entered into the following syndicated loan and long-term loans facilities:

On July 14, 2011, we obtained a syndicated loan facility from banks in Taiwan in the amount of NT$8,410 million separated into two parts with its respective term of four years and five years. This loan facility is secured by existing land and buildings and equipment. This loan facility was fully drawn in 2011 and fully repaid in July 2014.

On May 24, 2013, we obtained a bank loan facility from a bank in Taiwan in the amount of NT$400 million for a term of two years. This loan facility is unsecured credit for us, drawn amount limited to NT$600 million in total long-term loan and short-term loan drawn. This loan facility has expired in May 2014.

 

On July 2, 2014, we obtained a syndicated loan facility from banks in Taiwan in the amount of NT$10,000 million in a term of five years. This loan facility is secured by existing land and buildings and equipment. This loan facility was fully drawn in 2016 and fully repaid in June 2016.

 

On May 16, 2016, we obtained a syndicated loan from banks in Taiwan in the amount of NT$13,200 million with a term of five years. This loan facility is secured by existing land and buildings and equipment. This loan facility was drawn of NT$10,800 million and fully repaid in May 2018.

 

On May 15, 2018, we obtained a syndicated loan from banks in Taiwan in the amount of NT$12,000 million with a term of five years. This loan facility is secured by existing land and buildings and equipment. As of the date of this Annual Report on Form20-F, this loan facility was drawn of NT$10,200 million.

Certain of our loan agreements and indentures contain covenants that, if violated, could result in the obligations under these agreements becoming due prior to the originally scheduled maturity dates. These covenants include financial covenants that require us to:

 

maintain current assets to current liabilities ratio above 1:1;

 

maintain total indebtedness to shareholders’ equity ratio below 1.4:1;

maintain total indebtedness to shareholders’ equity (excluding intangible assets) ratio below 1.5:1;

 

maintain the profit before interest, taxes, depreciation and amortization to gross interest expense ratio above 2.5:1.

We were in compliance with these financial covenants ratio requirements for 2014 to 2018.2019.

In addition, a substantial portion of our short-term and long-term borrowings may be subject to repayment upon a material deterioration of our financial condition, results of operations or our ability to perform under the loan agreements.

Set forth below are the maturities of our long-term bank loans outstanding as of December 31, 2018:2019:

 

  As of
December 31, 2018
   As of
December 31, 2019
 
  NT$   US$   NT$   US$ 
  (in millions)   (in millions) 

During 2019

  $748   $24 

During 2020

   754    25   $748   $25 

During 2021

   754    25    755    25 

During 2022

   754    25    755    25 

During 2023 and onwards

   6,780    221 

During 2023

   6,784    227 
  

 

   

 

   

 

   

 

 
  $9,790   $320   $9,042   $302 
  

 

   

 

   

 

   

 

 

As of December 31, 2018,2019, certain of our property, plant and equipment and othernon-current financialassets-non current assets at amortized cost with an aggregate net book value of NT$9,6728,655 million (US$316289 million) and NT$68 million (US$2 million), respectively, were pledged as collateral mainly for long-term bank loans and leases.

Our unusedOn January 1, 2019, MOEA implemented the “Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan” and companies are subsidized with preferential interest loans for qualified investment projects. The Company has obtained the qualification from the MOEA, and signed loan agreements with financial institutions during January to March 2020 with the line of credit lines for short-term loans, as of December 31, 2018, totaledamounted to NT$6,00712,144 million (US$196406 million), which have expired or will expire and terms from February 2019seven to November 2019.ten years. As of December 31, 2018, our unused long-termthe issue date of this report, the Company has used the credit facilities totaledline of the aforementioned project loans for amount of NT$1,8003,584 million (US$59120 million) which will expire in May 2023..

As of December 31, 2018,2019, we had no short-term loan outstanding.

We believe our current cash and cash equivalents, cash flows from operations and available credit facilities will be sufficient to meet our capital spending, commitments and other capital needs through the one year after the issuance date of financial statements. There can be no assurance regarding these matters, however, considering prevailing global economic conditions which continue to have a negative impact on our ability to accurately forecast our revenues, results of operations and cash position. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business—Our significant amount of indebtedness and interest expense will limit our cash flow and could adversely affect our operations”.

Research and development, patents and licenses

See the discussion under “Item 4. Information on the Company—Research and Development”.

Trend Information

See the discussion under “Item 4. Information on the Company—Our Structure and History”, “Item 4. Information on the Company—Industry Background” and “Item 4. Information on the Company—Competition”.

Off-Balance Sheet Arrangements

As of December 31, 2018,2019, we had nooff-balance sheet arrangements.

Taxation

The Company is entitled to tax incentives generally available to Taiwan companies under the ROC Statute for Industrial Innovation, a profit-seeking enterprise may deduct up to (i) 15% of its research and development expenditures from its income tax payable for the fiscal year in which these expenditures are incurred; or (ii) 10% of its research and development expenditures from its income tax payable for the fiscal year in which these expenditures are incurred or the following two years. However, the deduction may not exceed 30% of the income tax payable for that fiscal year. In 2016, 2017, 2018 and 2018,2019, tax credits resulted in tax savings for the Company of approximately nil,NT$7 million, NT$7 million and NT$710 million (US$229334 thousand), respectively.

For the purpose of optimizing industrial structure, the Executive Yuan of the ROC government encourages domestic companies to make multiple innovations along with the applications of the smart technology. Companies may deduct to the income tax payable for the current year up to 5% of the annual spending or the income tax payable for the three years from current year up to 3% of the annual spending. However, the deduction may not exceed 30% of the income tax payable for that fiscal year. Companies are eligible for the investment credit under the preceding paragraph and other types of investment credit in a year, the total amount creditable in that year shall not exceed 50% of the income tax payable for the current year, unless the current year is the final year for using such credit and no cap is imposed on the creditable amount for that year according to other laws.

Companies are encouraged use their earnings to make substantial investment or upgrade production technology or the quality of products or services, if companies use a certain amount of their undistributed earnings to construct or purchase buildings, software or hardware equipment, or technology for use in production or operation as needed for operation of its business or ancillary business within three years from the year after such earnings are derived, such investment amounts may be deducted from the undistributed earnings in calculation of the current year’s undistributed earnings.

Profit for the year generated by the Company after January 1, 1998, which is not distributed in the year following the year the profit was generated, is subject to additional income tax at the rate of 10%. If that profit for the year is subsequently distributed, the additional income tax previously paid on that income is credited against the amount of withholding tax payable by shareholders, who are not individuals or entities of the Republic of China (for taxation purposes), in connection with the distribution.

The ROC government enacted the alternative minimum tax (“AMT”) Act that became effective on January 1, 2006. The AMT imposed under the AMT Act is a supplemental tax which is payable if the income tax payable pursuant to the ROC Income Tax Act is below the minimum amount prescribed under the AMT Act. The taxable income for calculating the AMT includes most income that is exempted from income tax under various legislations, such as tax holidays and investment tax credits. The AMT rate for business entities is 12%. However, the AMT Act grandfathered certain tax exemptions and tax credits granted prior to the enactment of the AMT. In 2017, 2018 and 2019, AMT Act had no effects on the tax expenses of the Company since the income tax payable is above the minimum amount prescribed under the AMT Act.

The amendment to the Income Tax Act has been approved and promulgated in February 2018 to raise the profit-seeking enterprise income tax rate from 17% to 20%, decrease the tax rate on unappropriated retained earnings from 10% to 5%, and abandon the imputation tax credit account effective from fiscal year starting January 1, 2018.

Tabular Disclosure of Contractual Obligations and Commercial Commitments

The following table summarizes our contractual obligations and commitments as of December 31, 2018,2019, or the periods indicated:

 

  Payments Due by Period   Payments Due by Period 

Contractual Obligations

  Total   Less than
1 year
   2-3 years   4-5 years   More than
5 years
   Total   Within
1 year
   2-3 years   4-5 years   Over
5 years
 
  NT$   NT$   NT$   NT$   NT$   NT$   NT$   NT$   NT$   NT$ 
  (in millions)   (in millions) 

Long-term bank loans(1)

  $10,477   $927   $1,815   $7,735   $—    $9,549   $914   $1,787   $6,848   $—  

Lease obligations payable

   18    18    —      —      —   

Operating leases

   320    69    73    67    111 

Lease liabilities(1)

   917    37    60    58    762 

Capital commitments

   2,509    2,509    —      —      —      1,641    1,641    —      —      —   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total contractual cash obligations

  $13,324   $3,523   $1,888   $7,802   $111   $12,107   $2,592   $1,847   $6,906   $762 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

Note:

(1)

Includes interest payments. Assumes level of relevant interest rates remains at December 31, 2018,

(1) Includes interest payments. Assumes level of relevant interest rates remains at December 31, 2019, level throughout all relevant periods.

In addition to the commitments set forth in the contractual obligations table above, we have certain outstanding purchase orders relating to the procurement of raw materials for which there are no definite delivery dates or deadlines.

Item 6.

Directors, Senior Management and Employees

Directors and Senior Management

The number of directors must not be less than nine and must not be greater than eleven according to our articles of incorporation. Our board of directors currently comprises of nine directors (eight actually in office and one vacancy) who were elected by our shareholders. The term of office for directors is three years. Of our current eightnine directors, five are independent directors. The chairman of our board is appointed among the members of our board.

Pursuant to ROC Securities and Exchange Act, a public company is required to either establish an audit committee or to have supervisors. A public company’s audit committee should be composed of all of its independent directors but not less than three, of which at least one member should have accounting or related financial management expertise, and the relevant provisions under the ROC Securities and Exchange Act, the ROC Company Act and other laws applicable to the supervisors are also applicable to the audit committee. We are also required to establish a compensation committee which must be composed of qualified independent members as defined under local law. The Company has established its audit committee and compensation committee.

Pursuant to the ROC Company Act, a person may serve as our director in his or her personal capacity or as the representative of another legal entity. A director who serves as the representative of a legal entity may be removed or replaced at any time at the discretion of that legal entity, and the replacement director may serve the remainder of the term of office of the replaced director. AllSince June 10, 2019, of our current eightnine directors, two directors are served in his or her personal capacity.representative of Siliconware Precision which is our largest shareholders.

The following table sets out the names of our directors and executive officers, their positions with our company and their ages as of March 31, 2019.2020. The business address for our directors and executive officers is No. 1, R&D Road 1, Hsinchu Science Park, Hsinchu, Taiwan, and Republic of China.

 

Name

  Age   

Position

  Term Expires  Age   

Position

  Term Expires 

Shih-Jye Cheng

   60   

Chairman and Director/President

  2019   61   

Chairman and Director/President

   2022 

Yu-Hu Liu

   60   

Director

  2019

Wen-Ching Lin

   62   

Director

  2019

Teresa Wang

   64   

Director (representative, Siliconware Precision)

   2022 

Bright Yeh

   53   

Director (representative, Siliconware Precision)

   2022 

Lafair Cho

   58   

Director/Senior Executive Vice President/Chief Operating Officer

   2022 

Chin-Shyh Ou

   61   

Independent Director

  2019   62   

Independent Director

   2022 

Yuh-Fong Tang

   65   

Independent Director

   2022 

Tai-Haur Kuo

   58   

Independent Director

  2019   60   

Independent Director

   2022 

Yuh-Fong Tang

   64   

Independent Director

  2019

Kuei-Ann Wen

   58   

Independent Director

  2019   59   

Independent Director

   2022 

Cho-Lien Chang

   57   

Independent Director

  2019

Lafair Cho

   56   

Senior Executive Vice President/Chief Operating Officer

  —  

Jing-Shan Aur

   71   

Independent Director

   2022 

Silvia Su

   48   

Vice President, Finance and Accounting Management Center

  —     49   

Vice President, Finance and Accounting Management Center

   —   

Shih-Jye Cheng has served as a director and president of the Company since 19971998 and the chairman of the Company since June 2003. He has been the vice chairman of Unimos Shanghai since February 2017. He is the sibling of Presidentpresident of ChipMOS USA. He also has been the director of the ChipMOS USA since its inception. He has been the representative and director of Hao Hsiang Investment Co., Ltd., Chin Hsiang Investment Co., Ltd. and Hao Yen Investment Co., Ltd. since April 2018, January 2020 and January 2020, respectively. He was the chairman of ThaiLin from 2002 to 2013, a director of Syntax-Brillian Corporation from November 2005 to June 2008, the chairman of Unimos Shanghai from 2002 to June 2005, the chairman of CHANTEK ELECTRONIC CO., LTD. from 2002 to November 2005, the chairman of ChipMOS Logic TECHNOLOGIES INC. from January 2004 to November 2005, the chairman of Advanced Micro Chip Technology Co., Ltd. from February 2003 to April 2004 and a director of Ultima Electronics Corp. from 2000 to June 2003. He was a division head of theback-end operation of Mosel from 1992 to 1997. Mr. Cheng has a master’s degree in business administration from Saginaw Valley State University.

Teresa Wang has been our director since June 2019. Ms. Wang is a director of Unimicron Technology Corporation from June 2011 to June 2017. She also served as a director and senior special assistant of Siliconware Precision since June 2014. She has been the director of Radio Flux Co., Ltd. since May 2016. She has been the chief financial officer of Camel Precision Co., Ltd. She holds a Bachelor’s degree in accounting and statistics from Ming Chuang College in 1978.

Bright Yeh has been our director since June 2019. He also served as a vice president in Siliconware Precision from November 2017. Mr. Cheng was indicted byYeh has been the Taipei District Prosecutor’s Office for matters relating todirector of Siliconware Technology (SuZhou) Ltd. since November 2019. He has been the purchase by the Company and ThaiLinenterprise operation planning division director of certain repurchase notesUnited Microelectronics Corp. He graduated from National Tsing Hua University in 2004. Mr. Cheng was found not guilty by the Taipei District Court on October 1, 2007 and by the High Court on September 3, 2013. The Taiwan High Court’s Prosecutor’s Office filedin 1994 with a petition for appeal against the High Court’s decision on September 18, 2013. Mr. Cheng was confirmed not guilty by Taiwan’s Supreme Court on August 7, 2014. The Supreme Court’s ruling is not subject to appeal and the litigation closed.Master’s degree in Industrial Engineering.

Yu-Hu LiuLafair Cho has served as onethe chief operating officer and senior executive vice president of our directorsthe manufacturing operations center of the Company since June 2013. Mr. LiuJanuary 2017. He has been the supervisordirector and chairman of Siliconware Investment Co., Ltd. from June 2011 tothe ChipMOS USA since July 2003 and March 20192017 and supervisor of Yann Yuan Investment Co., Ltd. since 2015. He was supervisor and Vice President of Siliconware Precision from 2011 to 2013 and 2006 to 2011, respectively. Mr. Liu holds a master’s degree from National United University.

Wen-Ching Linhas served as one of our directors since May 2016. Mr. Linalso has been the chairman of Yann Fong Investment Co., Ltd.,the ChipMOS BVI since April 2000,October 2011. He was the executive vice president of the Company from June 2015 to January 2017. He also served as our vice president of the memory production group from July 2003 to August 2004 and as our director andfrom October 2003 to June 2007. He also served as ThaiLin’s chairman since June 2013, the president since December 20152003 and a director since December 2002 until ThaiLin was merged with and into the chairman since August 2018 of Shi Kai Investment Co., Ltd., theCompany. He was a vice president of Zhi Sheng Investment Co., Ltd.ThaiLin from December 2015February 2003 to June 2018 and the chairmanNovember 2003. He served as manager of Yann Yuan Investment Co., Ltd. since July 2016.production material control of Mosel from 1993 to 1997. He was the supervisor of Siliconware Precisionholds a master’s degree in industrial management from June 2011 to June 2014. Mr. Lin graduated from TakushokuNational Cheng Kung University.

Chin-Shyh Ou has served as one of our directors since June 2007. He was one of ChipMOS Bermuda’s directors since June 2007 until ChipMOS Bermuda was merged with and into the Company. He also served as independent director and compensation committee member of Chi Hua Fitness Co., LtdLtd. since May and August 2011 respectively. Mr. Ou joinedwas the National Chengchi University as an associate professor in 1993, a professor from 1997 to January 2018independent director, audit committee member and a professor emerituscompensation committee member of Yong Chang International Co., Ltd. (Cayman) since February 2018.June 2019. He has been a chair professor of the department of the Accounting and Information System at Asia University since August 2018. He has been the independent director, audit committee member and compensation committee member of Tsang Yow Industrial Co., Ltd. since June 2018. In 1998, he joined National Chung Cheng University as a professor and the chairman of the Department of Accounting. He ledwas a project to establish the Graduate Instituteprofessor emeritus of Accounting and Information Technology at National Chung Cheng University in 1999.since February 2018. Mr. Ou earned a master degree in Public Policy and Management from Carnegie Mellon University, and a Ph.D. degree in Business Administration (Accounting) from the University of Minnesota.Minnesota, USA. Mr. Ou holds several professional licenses and qualifications, including U.S. Certified Public Accountant and Certified Internal Auditor.

Tai-Haur Kuo has served as one of our directors since June 2013. Mr. Kuo has been a professor of the department of Electrical Engineering at National Cheng Kung University since 1992. He has served as the independent director of Holtek Semiconductor Inc. since 2016. He was the director of ZillTek Technology from 2016 to March 2018. He holds a Ph.D. degree in Electrical Engineering from University of Maryland.

Yuh-Fong Tang has served as one of our directors since June 2013. Mr. Tang has served as the independent director of OPNET technologiesTechnologies Co., Ltd. since JanuaryJune 2015 and the consultant of Intelligent Silicon Solution Corporation since February 2018. He was the chairman and chief executive officer of Myson Century, Inc. from June 2012 to January 2018, the chairman of ZAVIO Inc. from December 2015 to January 2018, the chairman of compensation committee of Carnival Industrial Corporation from February 2012 to June 2017. He was the vice chairman of Pack-Link Management Corp. from August 2000 to 2007, the independent director of Yulon IT Solutions Inc. from 2007 to May 2013, the independent director of Zhengyuan Technology Co., Ltd. from 2007 to May 2013 and the Supervisor of TrueLight Corp. from January 2009 to November 2010. Mr. Tang holds a Ph.D. degree in Electrical Engineering from University of Illinois.Illinois, USA.

Tai-Haur Kuo has served as one of our directors since June 2013. Mr. Kuo has been a professor of the department of Electrical Engineering at National Cheng Kung University since August 1992. He has served as the independent director, audit committee member and compensation committee member of Holtek Semiconductor Inc. since May 2016, June 2016 and June 2016. He was the director of ZillTek Technology from 2016 to March 2018. He holds a Ph.D. degree in Electrical Engineering from University of Maryland, USA.

Kuei-Ann Wen has served as one of our directors since June 2015. Ms. Wen has been the professor of the department of Electronic Engineering and Institute of Electronics since 2012,February 2002, the chief executive officer in strategic development office since 1989,August 2012, and the vice dean of International College of Semiconductor Technology at National Chiao Tung University.University since August 2016. She also served as the independent director, audit committee member and compensation committee member of Xintec Inc. since June 2016. Ms. Wen was the associate dean in the Office of Research and Development at National Chiao Tung University from 2011 to 2016.2016 and she also was the associate dean of College of Electrical and Computer Engineering at National Chiao Tung University. She holds a Ph.D. degree from Institute of Electrical Engineering at National Cheng Kung University.

Cho-Lien ChangJing-Shan Aurhas been our director since June 2019. He also severed as served as one of our directorscompensation committee member in Siliconware Precision since June 2015. She was the Company’s vice president of LCD Driver production group from June 2004 to 2012, assistant vice president from 2002 to 20042018 and manager from 2000 to 2002. Ms. Chang received a bachelor’s degree from Chung Yuan Christian University.

Lafair Cho has served as the chief operating officer and senior executive vice president of the manufacturing operations center of the Company since January 2017. Hehe has been the director of Siliconware Precision from June 2005 to June 2014. Mr. Aur has been the ChipMOS USAdirector of RSEA Engineering Corp. since October 2009. He was previously the chairman of APTOS (Taiwan) Corp. and the managing director in United Microelectronics Corp. from May 1998 to July 20032001. He was the supervisor of Unimicron Technology Corp. from April 1996 to July 2001 and also has been the director of the ChipMOS BVI since October 2011. He was the executive vice president of the Company from June 2015 to January 2017.Unimicron Technology Corp. He also served as our vice president of the memory production group from July 2003 to August 2004 and as our director from October 2003 to June 2007. He served asreceived a deputy assistant vice president of our IC testing division from April 2000 to December 2001 and as an assistant vice president of our IC testing division from January 2002 to January 2003.He also served as ThaiLin’s chairman since June 17, 2013, the president since December 1, 2003 and a director since December 30, 2002 until ThaiLin was merged with and into the Company. He was vice president of ThaiLin from February 1, 2003 to November 30, 2003. He served as manager of production material control of Mosel from 1993 to 1997. He holds a master’sBachelor’s degree in industrial management from National Cheng KungTaiwan Ocean University.

Silvia Su has served as the vice president of finance and accounting management center of the Company since July 1, 2018. She has been the supervisor of Unimos Shanghai and the director of the ChipMOS BVI since February 2018. She also has been the director of ChipMOS USA since July 2013. Ms. Su served as the representative and director of Tsai Fu Investment Co., Ltd. and the supervisor of ChipMOS Shanghai since February 2020 and March 2020, respectively. She joined the Group from 2000. She was the director of finance division of ThaiLin from June 2013 till ThaiLin was merged with and into the Company in June 2015. She was the secretary of ChipMOS Bermuda till ChipMOS Bermuda was merged with and into the Company in October 2016. She holds a bachelor’s degree in Accounting from National Chengchi University and a master’s degree in Business Administration from the University of Leeds.

Share Ownership

The following table sets forth certain information as of March 31, 2019 with respect to our common shares owned by our directors and executive officers.

Name

  Number of
Common
Shares Held
   Percentage
of Shares
Issued
  Number of
Restricted
Shares
Held 
   Expiration Date of
Restricted Shares
 

Shih-Jye Cheng

   12,150,161    1.64  —      Not applicable 

Yu-Hu Liu

   —      —     —      Not applicable 

Wen-Ching Lin

   3,399,862    0.46  —      Not applicable 

Chin-Shyh Ou

   —      —     —      Not applicable 

Tai-Haur Kuo

   —      —     —      Not applicable 

Yuh-Fong Tang

   —      —     —      Not applicable 

Kuei-Ann Wen

   —      —     —      Not applicable 

Cho-Lien Chang

   —      —     —      Not applicable 

Lafair Cho

   101,990    0.02  —      Not applicable 

Silvia Su

   96,041    0.01  —      Not applicable 

Note:

Indicate actual numbers held and/or including restricted shares vested within 60 days after March 31, 2019.

Compensation Committee

The aggregate compensation paid in 20182019 to our directors and our executive officers, including cash and accrued pension payable upon retirement, was approximately NT$8089 million (US$3 million).

Share Ownership

The following table sets forth certain information as of March 31, 2020 with respect to our common shares owned by our directors and executive officers.

Name

  Number of
Common
Shares Held
   Percentage
of Shares
Issued
 

Shih-Jye Cheng

   6,150,161    0.85

Teresa Wang (representative, Siliconware Precision)

   148,910,390    20.48

Bright Yeh (representative, Siliconware Precision)

   148,910,390    20.48

Lafair Cho

   101,990    0.01

Chin-Shyh Ou

   —      —   

Yuh-Fong Tang

   —      —   

Tai-Haur Kuo

   —      —   

Kuei-Ann Wen

   —      —   

Jing-Shan Aur

   261,123    0.04

Silvia Su

   96,041    0.01

Compensation Committee

We do not provide our directors with any benefits upon termination of employment. Our compensation committee currently consists ofMr. Tai-Haur Kuo,Mr. Yuh-Fong Tang and Mr. Chin-Shyh Ou, all of whom are independent directors. This committee reviews and recommends to our board of directors the compensation of all our directors and officers. The compensation committee is required to meet at least semi-annually.

Audit Committee

The audit committee currently consists of Mr. Chin-Shyh Ou,Mr. Tai-Haur Kuo,Mr. Yuh-Fong Tang,Ms. Kuei-Ann Wen andMs. Cho-Lien Chang, Mr. Jing-Shan Aur, all of whom are independent directors. Mr. Chin-Shyh Ou serves as a financial expert to the audit committee. Our audit committee charter was adopted on June 28, 2007 and amended on November 9, 2017.March 10, 2020. The audit committee is required to meet at least once every quarter. Our audit committee charter grants the audit committee the authority to conduct any investigation which it deems appropriate to fulfill its responsibilities. It has direct access to all our book, records, facilities, and personnel, as well as our registered public accountants. It has the authority to, among other things, appoint, terminate and approve all fees to be paid to our registered public accountants. The audit committee also has the authority to engage special legal, accounting, or other consultants it deems necessary in the performance of its duties. Beginning on January 1, 2007, the audit committee also assumed the responsibilities of supervisors pursuant to the ROC Securities and Exchange Act.

Employees

The following table sets forth, as of the dates indicated, the number of our full-time employees serving in the functions indicated:

 

  As of December 31,   As of
March 31,
   As of December 31,   As of
March 31,
 

Function

  2016   2017   2018   2019   2017   2018   2019   2020 

General operations

   3,203    3,003    3,160    3,067    3,003    3,160    2,958    2,878 

Quality control

   359    352    342    334    352    342    285    280 

Engineering

   1,447    1,332    1,445    1,440    1,332    1,445    1,403    1,379 

Research and development

   679    665    669    659    665    669    645    645 

Sales, administration and finance

   176    143    138    137    143    138    133    138 

Others

   350    310    251    252    310    251    268    232 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   6,214    5,805    6,005    5,889    5,805    6,005    5,692    5,552 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

The following table sets forth, as of the dates indicated, a breakdown of the number of our full-time employees by geographic location:

 

   As of December 31,   As of
March 31,
 

Location

  2016   2017   2018   2019 

Hsinchu Production Group

   2,173    2,230    2,250    2,218 

Southern Taiwan Production Group

   3,387    3,571    3,751    3,667 

Shanghai

   650    —      —      —   

United States

   4    4    4    4 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   6,214    5,805    6,005    5,889 
  

 

 

   

 

 

   

 

 

   

 

 

 

As of December 31, 2017 and 2018 and March 31, 2019, employees of Unimos Shanghai are excluded due to Unimos Shanghai is no longer a subsidiary of the Company following the equity interests transfer completed in March 2017.

   As of December 31,   As of
March 31,
 

Location

  2017   2018   2019   2020 

Hsinchu Production Group

   2,230    2,250    2,139    2,104 

Southern Taiwan Production Group

   3,571    3,751    3,549    3,441 

Shanghai

   —      —      —      3 

United States

   4    4    4    4 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   5,805    6,005    5,692    5,552 
  

 

 

   

 

 

   

 

 

   

 

 

 

Our employees are not covered by any collective bargaining agreements. We have not experienced any strikes or work stoppages by our employees and believe that our relationship with our employees is good.

Restricted Shares

On November 12, 2014, the board of directors of the Company approved 2014 Restricted Stock Award Agreement which has 17,300,000 restricted shares available for issuance. The par value and granting price of the restricted shares were NT$10 and zero, respectively. The issuance of the restricted shares was approved by the Special General Meeting of the Shareholders’ of the Company on December 30, 2014 and approved by the Financial Supervisory Commission of ROC on June 30, 2015. Under the Restricted Stock Award Agreement, the restricted shares will be issued to the employees determined by the board. The restricted shares received will be vested on the vesting ratio when the determined employees accomplish the required years of services and performance conditions. The restricted shares are not restricted for the dividend distribution. The employees are required to return the received restricted shares but not the dividends received if they resign during the vesting period. The returned restricted shares will be retired and cancelled. In 2016, 1,548,000 restricted shares were granted and 927,364 restricted shares were forfeited. In 2017, 695,200 restricted shares were forfeited. In 2018, 371,977 restricted shares were forfeited. In 2019, 24,671 restricted shares were forfeited.

Item 7.

Major Shareholders and Related Party Transactions

Major Shareholders

The following table and information set out certain information known to us concerning the record ownership of our shares as of March 28, 2017, June 19, 2018 and2017, April 12, 2019 and April 11, 2020 (our most recent record date) (1) the largest ten shareholders of the Company as of such record date and (2) our directors and executive officers as a group.

 

   March 28, 2017   June 19, 2017   April 12, 2019(1) 

Name of Beneficial Owners

  Numbers of
Shares
Owned
  Percentage of
Shares Owned
   Numbers of
Shares Owned
  Percentage of
Shares Owned
   Numbers of
Shares
Owned
  Percentage of
Shares Owned
 

Siliconware Precision Industries Co., Ltd

   132,775,000   14.97%    156,045,540   18.22%    148,910,390   20.12% 

Depositary(2)

   380,941,160   42.95%    302,785,500   35.36%    99,507,534   13.45% 

Citibank (Taiwan) in its capacity as Master Custodian for Investment Account of GIC Pte Ltd. (Singapore)

   39,323,000   4.43%    39,371,000   4.43%    22,225,661   3.00% 

Morgan Stanley & Co. International Plc

   *   *    *   *    17,759,559   2.40% 

Fubon Life Insurance Co., Ltd.

   16,100,000   1.82%    16,100,000   1.82%    13,683,762   1.85% 

Shih-Jye Cheng(3)

   *   *    *   *    12,150,161   1.64% 

Cathay Life Insurance Co., Ltd.

   12,639,000   1.43%    12,639,000   1.43%    11,277,000   1.52% 

JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds

   *   *    *   *    9,594,464   1.30% 

Norges Bank

   *   *    *   *    9,088,840   1.23% 

New Labor Retirement Fund

   *   *    *   *    8,518,809   1.15% 

Directors and executive officers, as a group(4)

   10,001,200(5)   1.13%(5)    9,691,200(6)   1.13%(6)    15,748,054(7)   2.13%(7) 

   June 19, 2017  April 12, 2019  April 11, 2020(1) 

Name of Beneficial Owners

  Numbers of
Shares
Owned
  Percentage of
Shares Owned
  Numbers of
Shares Owned
  Percentage of
Shares Owned
  Numbers of
Shares
Owned
  Percentage of
Shares Owned
 

Siliconware Precision Industries Co., Ltd

   156,045,540   18.22%   148,910,390   20.12%   148,910,390   20.48% 

Depositary(2)

   302,785,500   35.36%   99,507,534   13.45%   94,534,754   13.00% 

Citibank (Taiwan) in its capacity as Master Custodian for Investment Account of GIC Pte Ltd. (Singapore)

   39,371,000   4.43%   22,225,661   3.00%   20,400,313   2.81% 

Fubon Life Insurance Co., Ltd.

   16,100,000   1.82%   13,683,762   1.85%   13,683,762   1.88% 

Norges Bank

   *   *   9,088,840   1.23%   12,955,840   1.78% 

JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds

   *   *   9,594,464   1.30%   11,102,348   1.53% 

Morgan Stanley & Co. International Plc

   *   *   17,759,559   2.40%   9,144,979   1.26% 

Vanguard Emerging Markets Stock Index Fund, a series of Vanguard International Equity Index Funds

   *   *   *   *   8,330,568   1.15% 

Goldman Sachs Funds—Goldman Sachs Emerging Markets CORE(R) Equity Portfolio

   *   *   *   *   6,493,000   0.89% 

Hao Hsiang Investment Co., Ltd.

   *   *   *   *   6,244,777   0.86% 

Directors and executive officers, as a group(3)

   9,691,200(4)   1.09%(4)   15,748,054(5)   2.08%(5)   155,519,705(6)   21.39%(6) 

 

Notes:

*

Was not one of the largest ten shareholders of the Company as of the applicable record date.

(1)

Our most recent record date.

(2)

As record owner of our ADSs. With effect from October 31, 2016, Citibank, N.A. acts as the depositary.

(3)

Shih-Jye Cheng is a director and president of the Company, whose numbers of shares owned also included in directors and executive officers, as a group.

(4)

Calculated as the sum of: (a) with respect to directors and executive officers who are serving in their personal capacity, the number of shares held by such directors and executive officers and (b) with respect to directors who are serving in the capacity as legal representatives, the number of shares owned by such institutional or corporate shareholder for which director is a legal representative.

(4)

As of March 31, 2018.

(5)

As of March 31, 2017.2019.

(6)

As of March 31, 2018.

(7)

As of March 31, 2019.2020.

Except for holders of our ADSs, none of our major shareholders have different voting rights from those of other shareholders.

As of March 31, 2019,2020, a total of 727,264,797727,240,126 common shares were outstanding. With certain limited exceptions, holders of common shares that are not ROC persons are required to hold their common shares through their custodians in the ROC. As of March 31, 2019, 99,907,5202020, 94,734,754 common shares were registered in the name of a nominee of Citibank, N.A., the depositary under our ADSs Deposit Agreement. Citibank, N.A., has advised us that, as of March 31, 2019, 4,995,3762020, 4,736,737 ADSs, representing 99,907,52094,734,754 common shares, were held of record by Cede & Co. and 328330 other registered shareholders domiciled in and outside of the United States. We have no further information as to common shares held, or beneficially owned, by US persons.

Related Party Transactions

Unimos Microelectronics (Shanghai) Co., Ltd.

We conducted our PRC operations through Unimos Shanghai, the 45.02%-owned owned affiliate of ChipMOS BVI, our controlled subsidiary. On November 30, 2016, the Company and Tsinghua Unigroup agreed to form a joint-venture. Under the joint-venture, the Equity Interest Transfer Agreements among ChipMOS BVI, a wholly-owned subsidiary of the Company, and some strategic investors which including Unigroup Guowei, a subsidiary of Tsinghua Unigroup, were executed. Pursuant to the agreement, ChipMOS BVI, would sell, for the aggregate purchase price of approximately RMB 484 million, 54.98% equity interests of its wholly-owned subsidiary, Unimos Shanghai, to the strategic investors, and Unigroup Guowei would hold 48% equity interests of Unimos Shanghai, and the other strategic investors, including a limited partnership owned by Unimos Shanghai’s employees, would own approximately 6.98% equity interest of Unimos Shanghai. Unimos Shanghai is no longer the subsidiary of the Company following the sale of equity interests, which was completed in March 2017. On December 16, 2019, Unigroup Guowei and one of the strategic investor sold and transferred all the equity interests of Unimos Shanghai to Yangtze Memory, which holds 50% equity interests of Unimos Shanghai after completed transaction.

Under a technology transfer agreement dated October 3, 2011 which became effective on August 1, 2012, ChipMOS Bermuda licensed certain technologies and systems, and agreed to provide certain technical support and consulting services to Unimos Shanghai relating to those technologies and systems, and Unimos Shanghai will pay an aggregate of RMB 27 million to ChipMOS Bermuda by forty installments on the last day of each quarter during the term of this agreement. Following the merger of ChipMOS Bermuda and the Company which was effective on October 31, 2016, the Company is the surviving company to provide Unimos Shanghai with technical support and consulting services.

Pursuant to the Technology Transfer and License Agreement and Addendums dated May 27, 2016, August 5, 2016 and January 19, 2017 entered between the Company and Unimos Shanghai, the Company agreed to transferred certain technologies for LCD driver IC assembly and testing and wafer bumping and provide certain technical assistance and consulting services to Unimos Shanghai, and Unimos Shanghai agreed to pay the Company the license fee in the amount of US$1 million and a running royalty for the foregoing license equivalent to 0.5% of the total earnings of the sales (excluding rebate, refund and rework) of the licensed technologies with a cap of US$15 million. In

On April 2018, both parties1, 2020, the Company and Unimos Shanghai mutually agreed to terminate the agreement after an amicable negotiation.technology transfer agreement.

 

Item 8.

Financial Information

Consolidated Financial Statements and Other Financial Information

Please see “Item 18. Financial Statements” and pagesF-1 through F-84.F-82.

Legal Proceedings

We were not involved in any material litigation in 20182019 and are not currently involved in any material litigation.

For certain information regarding legal proceedings relating to certain of our current and former directors, see “Item 6. Directors, Senior Management and Employees—Directors and Senior Management”.

Dividends and Dividend Policy

The following table sets forth the distribution per share paid during each of the years indicated in respect of common shares outstanding on the record date eligible to the payment of those distributions. During 2016, 2017, 2018 and 2018,2019, we paid cash distributions in the amounts of NT$2.09,1.00, NT$1.000.30 and NT$0.301.20 (US$0.01)0.04), respectively.

 

  Cash Distributions
per Share
   Stock Dividends
per Share
   Total Shares Issued
as Stock Dividends
   Outstanding Common
Shares at Year End
   Cash Distributions
per Share
   Stock Dividends
per Share
   Total Shares Issued
as Stock Dividends
   Outstanding Common
Shares at Year End
 
  (NT$)   (NT$)           (NT$)   (NT$)         

2016

   2.09    —      —      856,754,261 

2017

   1.00    —      —      856,059,061    1.00    —      —      856,059,061 

2018

   0.30    —      —      727,264,797    0.30    —      —      727,264,797 

2019

   1.20    —      —      727,240,126 

Under the Company’s articles of incorporation, a proposal on the dividend distribution shall be submitted by the broad of directors annually to the shareholders’ general meeting, and be determined based on factors including the past years’ profit, current and future investment environment, capital needs, market competition, and budgets, with an aim to pursuing shareholders’ interests and balancing the dividend distribution and the long-term financial plan. The distribution of profits can be made in the form of cash or stock dividends, provided that the cash dividend shall account for at least 10% of the total profit distributed as dividends in the given year.

Item 9.

The Offer and Listing

Listing

The principal trading market for our common shares is the TWSE. Our common shares have been listed on the TWSE under the symbol “8150” since April 11, 2014, and the ADSs have been listed on the NASDAQ under the symbol “IMOS” since November 1, 2016. The outstanding ADSs are identified by the CUSIP number 16965P202.

 

Item 10.

Additional Information

The following information relates to our shares, including summaries of certain provisions of the Company’s articles of incorporation, the ROC Company Act, and Securities and Exchange Act.

General

The authorized share capital of the Company will be as provided in its articles of incorporation, of which such number of shares as to be determined will be issued.

Dividends

Except under limited circumstances, the Company will not permitted to distribute dividends or make other distributions to shareholders in any given year in which it did not record net income or retained earnings (excluding reserves). The ROC Company Act also requires that 10% of annual net income (less prior years’ losses, if any, and applicable income taxes) be set aside as a legal reserve until the accumulated legal reserve equals thepaid-in capital of the Company. In addition, the articles of incorporation of the Company provides that before a dividend is paid out of the Company’s annual net income:

 

up to 0.5% of the Company’s annual profits (less prior years’ accumulated losses, if any) should be paid to the directors of the Company as compensation; and

 

10% of the annual profits (less prior years’ accumulated losses, if any) should be paid to the employees of the Company. The employee compensation may be paid in shares or in cash as determined by a majority of directors in attendance at a meeting attended by overtwo-thirds of the board of directors and such resolution shall be reported to the shareholders’ meeting. Such employees include those of the Company’s subsidiaries.

At the annual general meeting of shareholders, the board of the Company will submit to the shareholders for their approval any proposal for the distribution of dividends or the making of any other distribution to shareholders from the Company’s net income (less prior years’ losses and legal and special reserves plus the accumulated undistributed profit at the beginning of the preceding fiscal year and the adjusted undistributed profit of the given fiscal year) for the preceding fiscal year. All the outstanding and fully paid shares of the Company as of the relevant record date are entitled to share equally in any dividend or other distribution so approved. Dividends may be distributed in cash, in the form of common shares or a combination of the two, as determined by the shareholders at the meeting. The articles of incorporation of the Company provides that cash dividend distribution should not be lower than 10% of the total dividend amount.

The Company will also be permitted to make distributions to its shareholders in cash or in the form of common shares from reserves if it has no accumulated loss. However, the distribution payable out of the Company’s legal reserve can only come from the amount exceeding 25% of the totalpaid-in capital.

Changes in Share Capital

Under the ROC Company Act, any change in the authorized share capital of a company limited by shares requires an amendment to its articles of incorporation, which in turn requires approvals each at the meeting of the board of directors and shareholders’ meeting. In the case of a public company such as the Company, it must also make an effective registration with the FSC and an amendment to the corporate registration with the Hsinchu Science Park Bureau of the Ministry of Science and Technology. Authorized but unissued common shares may be issued, subject to the applicable ROC law, upon terms as the board of the Company may determine. See“ItemSee “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources” for additional information.

Preemptive Rights

Under the ROC Company Act, when an ROC company issues new shares for cash, existing shareholders who are listed on the shareholders’ register as of the record date have preemptive rights to subscribe for the new issue in proportion to their existing shareholdings, while a company’s employees, whether or not they are shareholders of the Company, have rights to subscribe for 10% to 15% of the new issue. Any new shares that remain unsubscribed at the expiration of the subscription period may be freely offered, subject to compliance with the applicable ROC law.

In addition, in accordance with the ROC Securities and Exchange Act, a public company that intends to offer new shares for cash must offer to the public at least 10% of the shares to be sold, except under certain circumstances or when exempted by the FSC. This percentage can be increased by a resolution passed at a shareholders’ meeting, which would diminish the number of new shares subject to the preemptive rights of existing shareholders.

These preemptive rights provisions do not apply to offerings of new shares through a private placement approved at a shareholders’ meeting.

Meeting of Shareholders

The Company will be required to hold an annual general meeting of shareholders within six months following the end of each fiscal year. These meetings are generally held in Hsinchu, Taiwan. Any shareholder who holds 1% or more of the Company’s issued and outstanding shares may submit one proposal, in writing or by electronic means designated by the Company, for discussion at the annual general meeting. Extraordinary shareholders’ meetings may be convened by resolution of the board of directors or by the board of directors upon the written request of any shareholder or shareholders who have held 3% or more of the issued and outstanding shares for a period of one year or longer. Any one or more shareholders who have held in aggregate more than half of the issued and outstanding shares for at least three consecutive months may convene an extraordinary shareholders’ meeting. Shareholders’ meetings may also be convened by the audit committee. Notice in writing of shareholders’ meetings, stating the place, time and purpose, must be dispatched to each shareholder at least 30 days, in the case of annual general meetings, and 15 days, in the case of extraordinary meetings, before the date set for each meeting. A majority of the holders of all issued and outstanding common shares present at a shareholders’ meeting constitutes a quorum for meetings of shareholders. If a company adopts a nomination procedure for election of directors in its articles of incorporation, shareholders representing 1% or more of the total issued shares of such company may submit a candidate list in writing to the Company along with relevant information and supporting documents in accordance with the requirements under the ROC Company Act. Under the Company’s articles of incorporation the Company presently adopts such nomination procedure for the election of independent directors and, if sowhich was resolved by the shareholders at the annual general meeting of shareholders in June of 2019, will adoptthe Company adopted such nomination procedures for election of all directors.

Voting Rights

Under the ROC Company Act, except under limited circumstances, shareholders have one vote for each common share held. Under the ROC Company Act, the directors are elected at a shareholders’ meeting through cumulative voting.

In general, a resolution can be approved by the holders of at least a majority of our shares represented at a shareholders’ meeting at which the holders of a majority of all issued and outstanding common shares are present. Under the ROC Company Act, the approval by at least a majority of our shares represented at a shareholders’ meeting in which a quorum of at leasttwo-thirds of all issued and outstanding common shares are represented is required for major corporate actions, including:

 

amendment to the Articles of Incorporation, including increase of authorized share capital and any changes of the rights of different classes of shares;

 

execution, amendment or termination of any contract through which the Company leases its entire business to others, or the Company appoints others to operate its business or the Company operates its business with others on a continuous basis;

 

transfer of entire business or assets or a substantial part of its business or assets;

 

acquisition of the entire business or assets of any other company, which would have a significant impact on the Company’s operations;

 

distribution of any stock dividend;

 

dissolution, merger orspin-off of the Company;

 

issuance of restricted shares to employees; and

 

removal of the directors.

However, in the case of a public company such as the Company, there is one exception if the total number of shares represented by the shareholders present at a shareholders’ meeting is not sufficient to meet the above criteria (referred to the holders of at leasttwo-thirds of all issued and outstanding common shares presented at the meeting), the resolution may be adopted by the holders of at leasttwo-thirds of the shares represented at a shareholders’ meeting at which the holders of at least a majority of all issued and outstanding common shares are present.

A shareholder may be represented at an annual general or extraordinary meeting by proxy if a valid proxy form is delivered to the Company five days before the commencement of the annual general or extraordinary shareholders’ meeting. Shareholders may exercise their voting rights by way of a written ballot or by way of electronic transmission if the voting decision is delivered to us two days before the commencement of the annual general or extraordinary shareholders’ meeting.

Any shareholder who has a personal interest in a matter to be discussed at shareholders’ meeting of the Company, the outcome of which may impair interests of the Company, shall not vote or exercise voting rights on behalf of another shareholder on such matter.

Holders of the Company’s ADSs do not have the right to exercisesame voting rights with respect toas holders of our common shares. Instead, the underlying sharesvoting rights of holders of the Company, except asCompany’s ADSs are governed by and described in the Deposit Agreement.

Other Rights of Shareholders

Under the ROC Company Act, dissenting shareholders are entitled to appraisal rights in certain major corporate actions such as a proposed amalgamation by the company. If agreement with the company cannot be reached, dissenting shareholders may seek a court order for the company to redeem all of their shares. Shareholders may exercise their appraisal rights by serving written notice on the company prior to or at the related shareholders’ meeting and/or by raising and registering an objection at the shareholders’ meeting. In addition to appraisal rights, shareholders have the right to sue for the annulment of any resolution approved at a shareholders’ meeting where the procedures were legally defective within 30 days after the date of the shareholders’ meeting. One or more shareholders who have held 1% or more of the issued and outstanding shares of a company for a period of six months or longer may require an independent director to bring a derivative action on behalf of the company against a director as a result of the director’s unlawful actions or failure to act.

One or more shareholders who have held 3% or more of the issued and outstanding shares may institute an action with a court to remove a director who has materially violated the applicable laws or the articles of incorporation of the Company or has materially damaged the interests of the Company if a resolution for removal on such grounds has first been voted on and rejected by the shareholders and such suit is filed within thirty days of such shareholders’ vote.

One or more shareholders who have held 1% or more of the issued and outstanding shares for six months or longer may request a court to appoint an inspector to examine the books, accounts and financial conditions of the Company. The court may, if it deems necessary based on the inspector’s report, order the independent director to convene the shareholders’ meeting.

Rights of Holders of Deposited Securities

The voting rights of a holder of the Company ADSs as to the Company shares represented by those the Company ADSs are governed by the Deposit Agreement. Holders of ADSs will be able to exercise voting rights on an individual basis as follows: if a holder of the Company ADSs outstanding at the relevant record date instructs the depositary to vote in a particular manner for or against a resolution, including the election of directors, the depositary will cause all the Company shares represented by such holder’s ADSs to be voted in that manner. If the depositary does not receive timely instructions from a holder of the Company ADSs outstanding at the relevant record date to vote in a particular manner for or against any resolution, including the election of directors, such holders of the Company ADSs will be deemed to have instructed the depositary or its nominee to give a discretionary proxy to a person designated by the Company to vote all the Company shares represented by such holder’s ADSs at the discretion of such person, which may not be in the interest of holders of the Company ADSs.

Register of Shareholders and Record Dates

The Company’s share registrar, KGI Securities Co., Ltd., maintains the Company’s register of shareholders. Under the ROC Company Act and the articles of incorporation of the Company, the Company may, by giving advance public notice, set a record date and close the register of shareholders for a specified period in order for it to determine the shareholders or pledgees that are entitled to rights pertaining to the Company shares. The specified period required is as follows:

 

annual general meeting—60 days;

 

extraordinary shareholders’ meeting—30 days; and

 

relevant record date for distribution of dividends, bonuses or other interests —5 days.

Annual Financial Statements

At least ten days before the annual general meeting, the Company’s annual financial statements, which are prepared in conformity with Taiwan IFRS, must be available at the Company’s principal executive office in Hsinchu, Taiwan for inspection by the shareholders.

Transfer of the Shares

The transfer of the shares in registered form is effected by endorsement and delivery of the related share certificates but, in order to assert shareholders’ rights against the Company, the transferee must have his name and address registered on its register of shareholders. Shareholders are required to file their respective specimen seals, also known as chops, with the Company. Chops are official stamps widely used in Taiwan by individuals and other entities to authenticate the execution of official and commercial documents. The settlement of trading in the shares is normally carried out on the book-entry system maintained by the Taiwan Depository & Clearing Corporation.

Acquisition of the Shares by us

Under the ROC Securities and Exchange Act, the Company may purchase the shares as treasury stock under limited circumstances, including:

 

to transfer shares to the Company’s employees;

 

to deliver shares upon the conversion or exercise of bonds with warrants, preferred shares with warrants, convertible bonds, convertible preferred shares or warrants issued by the Company; or

 

to maintain the Company’s credit and its shareholders’ equity, provided that the shares so purchased shall be cancelled.

The Company may purchase the shares on the TWSE or by means of a public tender offer. These transactions require the approval of a majority of the board of the Company at a meeting in which at leasttwo-thirds of the directors are in attendance. The total amount of the Company shares purchased for treasury stock may not exceed 10% of the total issued shares. In addition, the total cost of the purchased shares shall not exceed the aggregate amount of the retained earnings, any premium from share issuances and the realized portion of the Company’s capital reserve. The shares purchased by the Company pursuant to the first two items above will be transferred to the intended transferees within five years of the purchase; otherwise the shares will be cancelled. For the shares to be cancelled under the third item above, the Company is required to complete an amendment registration for the cancellation within six months of the purchase.

The Company may not pledge or hypothecate any of its shares purchased by it. In addition, it may not exercise any shareholders’ right attaching to such shares. In the event that the Company purchases its shares on the TWSE, its affiliates, directors, managers, shareholders holding more than 10% of the total issued shares and their respective spouses and minor children and/or nominees are prohibited from selling any shares of the Company during the period in which the Company is purchasing its shares.

Pursuant to the ROC Company Act, an entity in which the Company directly or indirectly owns more than 50% of the voting shares orpaid-in capital, which is referred to as a controlled entity, may not purchase the shares of the Company. Also, if the Company and a controlled entity jointly own, directly or indirectly, more than 50% of the voting shares orpaid-in capital of another entity, which is referred to as a third entity, the third entity may not purchase shares in either the Company or a controlled entity.

Liquidation Rights

In the event of the liquidation of the Company, the assets remaining after payment of all debts, liquidation expenses and taxes will be distributed pro rata to the shareholders in accordance with the relevant provisions of the ROC Company Act.

Transfer Restriction

Substantial Shareholders

The ROC Securities and Exchange Act currently requires:

 

each director, manager, or substantial shareholder (that is, a shareholder who holds more than 10% shares of a company), and their respective spouses, minor children or nominees, to report any change in that person’s shareholding to the issuer of the shares and the FSC; and

each director, manager, or substantial shareholder, and their respective spouses, minor children or nominees, after acquiring the status of director, manager, or substantial shareholder for a period of six months, to report his or her intent to transfer any shares on the TWSE to the FSC at least three days before the intended transfer, unless the number of shares to be transferred does not exceed 10,000 shares.

In addition, the number of shares that can be sold or transferred on the TWSE by any person subject to the restrictions described above on any given day may not exceed the greater of:

 

0.2% of the outstanding shares of the company in the case of a company with no more than 30 million outstanding shares; or 0.2% of 30 million shares plus 0.1% of the outstanding shares exceeding 30 million shares in the case of a company with more than 30 million outstanding shares; and

 

5% of the average trading volume (number of shares) on the TWSE for the ten consecutive trading days preceding the reporting day on which the director, manager or substantial shareholder reports the intended share transfer to the FSC.

These restrictions do not apply to sales or transfers of the Company’s ADSs.

Material Contracts

We have entered into the following contracts that are effective or within the two years preceding the date of this Annual Report on Form20-F that are or may be material:

 

On May 16 2016, the Company obtainedentered into the Syndicated Loan Agreement with Land Bank of Taiwan Co., Ltd., Bank of Taiwan Co., Ltd. and Taiwan Cooperative Bank Co., Ltd. to obtain a syndicated loan facility from banks in Taiwan in the amount of NT$13.2 billion separated into two parts with term of five years. This loan facility was used to refinance the existing bank debts and for general corporate purposes.

 

On November 30, 2016, ChipMOS BVI, Unigroup Guowei and the Company entered into the Equity Interest Transfer Agreement, pursuant to which Unigroup Guowei will purchase 48% equity interests of Unimos Shanghai.

 

On November 30, 2016, ChipMOS BVI and Gongqingcheng Changhou Investment Management Ltd. (“Gongqingcheng Changhou”) entered into the Equity Interest Transfer Agreement, pursuant to which Gongqingcheng Changhou will purchase 2% equity interests of Unimos Shanghai.

 

On November 30, 2016, ChipMOS BVI and Accretech (China) Co., Ltd. (“Accretech (China)”) entered into the Equity Interest Transfer Agreement, pursuant to which Accretech (China) will purchase 1.4162% equity interests of Unimos Shanghai.

 

On November 30, 2016, ChipMOS BVI and Chao-Jung Tsai entered into the Equity Interest Transfer Agreement, pursuant to which Chao-Jung Tsai will purchase 1.3443% equity interests of Unimos Shanghai.

 

On November 30, 2016, ChipMOS BVI and Shanghai Zuzhu Business Consulting Partnership (Limited Partnership) (“Shanghai Zuzhu”) entered into the Equity Interest Transfer Agreement, pursuant to which Shanghai Zuzhu will purchase 0.9401% equity interests of Unimos Shanghai.

 

On November 30, 2016, ChipMOS BVI andShih-Jye Cheng entered into the Equity Interest Transfer Agreement, pursuant to whichShih-Jye Cheng will purchase 1.1202% equity interests of Unimos Shanghai.

 

On November 30, 2016, ChipMOS BVI and Shou-Kang Chen entered into the Equity Interest Transfer Agreement, pursuant to which Shou-Kang Chen will purchase 0.1240% equity interests of Unimos Shanghai.

 

On November 30, 2016, ChipMOS BVI and David W. Wang entered into the Equity Interest Transfer Agreement, pursuant to which David W. Wang will purchase 0.0310% equity interests of Unimos Shanghai.

 

On November 30, 2016, ChipMOS BVI, Unigroup Guowei, Gongqingcheng Changhou, Accretech (China), Chao-Jung Tsai, Shanghai Zuzhu,Shih-Jye Cheng, Shou-Kang Chen and David W. Wang and the Company entered into the Agreement for Sino-Foreign Equity Joint Venture, pursuant to which the parties agreed to operate Unimos Shanghai’s business together.

On April 10, 2017, ChipMOS BVI, Unigroup Guowei, Gongqingcheng Changhou Hong Xin Investment Management Partnership (Limited Partnership) (“Gongqingcheng Changhou Hongsin”), Accretech (China), Chao-Jung Tsai, Shanghai Zuzhu,Shih-Jye Cheng, Shou-Kang Chen and David W. Wang and the Company entered into the Amendment of Agreement for Sino-Foreign Equity Joint Venture, pursuant to which the Gongqingcheng Changhou transfer the interest to Gongqingcheng Changhou Hong Xin.

 

On November 28, 2017, ChipMOS BVI, Unigroup Guowei, Gongqingcheng Changhou Hong Xin, Accretech (China), Chao-Jung Tsai, Shanghai Zuzhu,Shih-Jye Cheng, Shou-Kang Chen and David W. Wang and the Company entered into the Amendment of Agreement for Sino-Foreign Equity Joint Venture, pursuant to which the extension of the paid in capital.

On May 15 2018, the Company entered into Syndicated Loan Agreement with Taiwan Cooperative Bank Co., Ltd., Bank of Taiwan Co., Ltd., Land Bank of Taiwan Co., Ltd., Taishin International Bank Co., Ltd., Hun Nan Commercial Bank Co., Ltd., Chang Hwa Commercial Bank Co., Ltd. and Yuanta Commercial Bank Co., Ltd. to obtain a syndicated loan facility in the amount of NT$12.0 billion separated into two parts with term of five years. This loan facility was used to refinance the existing bank debts and for general corporate purposes.

On August 1, 2018, ChipMOS BVI, Unigroup Guowei, Gongqingcheng Changhou Hong Xin, Accretech (China), Chao-Jung Tsai, Shanghai Zuzhu,Shih-Jye Cheng, Shou-Kang Chen and David W. Wang and the Company entered into the Amendment of Agreement for Sino-Foreign Equity Joint Venture, pursuant to which ChipMOS TECHNOLOGIES (Shanghai) LTD., was renamed to Unimos Shanghai.

 

On December 29, 2018, ChipMOS BVI, Beijing Unis Memory Technology Co., Ltd. (“Beijing Ziguang Storage”) Gongqingcheng Changhou Hong Xin, Accretech (China), Chao-Jung Tsai, Shanghai Zuzhu,Shih-Jye Cheng, Shou-Kang Chen and David W. Wang and the Company entered into the Amendment of Agreement for Sino-Foreign Equity Joint Venture, pursuant to which the Unigroup Guowei will transfer the 48.0% equity interests of Unimos Shanghai to Beijing Ziguang Storage.

 

On February 1, 2019, ChipMOS BVI, Beijing Ziguang Storage, Gongqingcheng Changhou Hong Xin, Accretech (China), Chao-Jung Tsai, Shanghai Zuzhu,Shih-Jye Cheng, Shou-Kang Chen and David W. Wang and the Company entered into the Amendment of Agreement for Sino-Foreign Equity Joint Venture, pursuant to which the Gongqingcheng Changhou Hong Xin will transfer the 2% equity interests of Unimos Shanghai to Beijing Ziguang Storage.

 

On May 15 2018,June 18, 2019, ChipMOS BVI, Beijing Ziguang Storage, Unigroup Guowei, Accretech (China), Chao-Jung Tsai, Shanghai Zuzhu,Shih-Jye Cheng, Shou-Kang Chen and David W. Wang entered into the Amendment of Agreement for Sino-Foreign Equity Joint Venture, pursuant to which Beijing Ziguang Storage cancelled the signed “Equity Interest Transfer Agreement” between Unigroup Guowei. Unigroup Guowei thus has restored to hold 48% of the equity of Unimos Shanghai.

On August 8, 2019, ChipMOS BVI, Beijing Ziguang Storage, Unigroup Guowei, Accretech (China), Chao-Jung Tsai, Shanghai Zuzhu,Shih-Jye Cheng, Shou-Kang Chen and David W. Wang entered into the Amendment of Agreement for Sino-Foreign Equity Joint Venture, pursuant to which Unimos Shanghai was required consolidate the 4th, 5th, and 6th amendments to file the transfer.

On December 16, 2019, ChipMOS BVI, Yangtze Memory, Accretech (China), Chao-Jung Tsai, Shanghai Zuzhu,Shih-Jye Cheng, Shou-Kang Chen and David W. Wang entered into the Amended And Restated Agreement for Sino-Foreign Equity Joint Venture, pursuant to which Beijing Ziguang Storage and Unigroup Guowei sold and transferred all of the equity interests in Unimos Shanghai to Yangtze Memory.

On December 23, 2019, the Company obtainedentered into a syndicated loan facility from banksSupplement Agreement to 2018 Syndicated Loan Agreement with Taiwan Cooperative Bank Co., Ltd., Bank of Taiwan Co., Ltd., Land Bank of Taiwan Co., Ltd., Taishin International Bank Co., Ltd., Hun Nan Commercial Bank Co., Ltd., Chang Hwa Commercial Bank Co., Ltd. and Yuanta Commercial Bank Co., Ltd. The clauses regarding the creation of encumbrance over the Collateral was amended to apply for other facilities in accordance with the Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan in– Guidelines for Policy Oriented Special Loans stipulated by the amountNational Development Fund of NT$12.0 billion separated into two parts with term of five years. This loan facility was used to refinance the existing bank debts and for general corporate purposes.Executive Yuan.

For additional information regarding the Merger see “Item 4. Information on the Company—Our Structure and History”.

Please see also “Item 7. Major Shareholders and Related Party Transactions” for further summary information regarding the contracts listed under “—Material Contracts” that are with certain of our related parties.

Foreign Investment in the ROC

Since 1983, the ROC government has periodically enacted legislation and adopted regulations to permit foreign investment in the ROC securities market.

On September 30, 2003, the ROC Executive Yuan approved an amendment to Regulations Governing Investment in Securities by Overseas Chinese and Foreign National,Nationals, or the Regulations, which took effect on October 2, 2003. According to the Regulations, the ROC Financial Supervisory Commission (the “ROC FSC”) abolished the mechanism of theso-called “qualified foreign institutional investors” and “general foreign investors” as stipulated in the Regulations before the amendment.

Under the Regulations, foreign investors are classified as either “onshore foreign investors” or “offshore foreign investors” according to their respective geographical location. Both onshore and offshore foreign investors are allowed to invest in ROC securities after they register with the TWSE. The Regulations further classify foreign investors into foreign institutional investors and foreign individual investors. “Foreign institutional investors” refer to those investors incorporated and registered in accordance with foreign laws outside of the ROC (i.e., offshore foreign institutional investors) or their branches set up and recognized within the ROC (i.e., onshore foreign institutional investors). Offshore overseas Chinese and foreign individual investors may be subject to a maximum investment ceiling that will be separately determined by the ROC FSC after consultation with the Central Bank of the Republic of China (Taiwan). Currently, there is no maximum investment ceiling for offshore overseas investment in the ROC securities market.

Except for certain specified industries, such as telecommunications, investments inROC-listed companies by foreign investors are not subject to individual or aggregate foreign ownership limits. Custodians for foreign investors are required to submit to the Central Bank of the Republic of China (Taiwan) and the TWSE a monthly report of trading activities and status of assets under custody and other matters. Capital remitted to the ROC under these guidelines may be remitted out of the ROC at any time after the date the capital is remitted to the ROC. Capital gains and income on investments may be remitted out of the ROC at any time.

Foreign investors (other than foreign investors who have registered with the TWSE for making investments in the ROC securities market) who wish to make direct investments in the shares of ROC companies are required to submit a foreign investment approval application to the MOEAIC or other applicable government authority. The MOEAIC or such other government authority reviews each foreign investment approval application and approves or disapproves each application after consultation with other governmental agencies (such as the Central Banks of the Republic of China (Taiwan)) and the ROC FSC.

Under the current ROC law, anynon-ROC person possessing a foreign investment approval may repatriate annual net profits, interest and cash dividends attributable to the approved investment. Stock dividend attributable to this investment, investment capital and capital gains attributable to this investment may be repatriated by thenon-ROC person possessing a foreign investment approval after approvals of the MOEAIC or other government authorities have been obtained.

In addition to the general restriction against direct investment bynon-ROC persons in securities of ROC companies,non-ROC persons (except in certain limited cases) are currently prohibited from investing in certain industries in the ROC pursuant to a “negative list”, as amended by the ROC Executive Yuan. The prohibition on foreign investment in the prohibited industries specified in the negative list is absolute in the absence of a specific exemption from the application of the negative list. Pursuant to the negative list, certain other industries are restricted so thatnon-ROC person (except in limited cases) may invest in these industries only up to a specified level and with the specific approval of the relevant competent authority that is responsible for enhancing the relevant legislation that the negative list is intended to implement.

The ROC FSC announced on April 30, 2009 the Regulations Governing Securities Investment and Futures Trading in Taiwan by Mainland Chinese Investors’ Securities InvestmentsArea Investors (“PRC Regulations”) and amended the same on October 6, 2010. According to the PRC Regulations, a PRC QDII is allowed to invest in ROC securities (including less than 10% shareholding of a ROC company listed in TWSE or Taipei Exchange). Nevertheless, the total investment amount of QDIIs cannot exceed US$500 million. For each QDII, the custodians of such QDII must apply with the TWSE for the remittance amount for each QDII, which cannot exceed US$100 million, and QDII can only invest in the ROC securities market with the amount approved by the TWSE. In addition, QDIIs are currently prohibited from investing in certain industries, and their investment of certain other industries in a given company is restricted to certain percentage pursuant to a list promulgated by the FSC and amended from time to time. PRC investors other than QDII, however, are prohibited from making investments in a ROC company listed on the TWSE or the Taipei Exchange, unless with approval from the MOEAIC for its investment of 10% or more (or other percentage applicable to certain restricted industries) of the equity interest of such ROC company.

In addition to investments permitted under the PRC Regulations, PRC investors who wish to make (i) direct investment in the shares of ROC private companies or (ii) investments, individually or aggregately, in 10% or more (or other percentage applicable to certain restricted industries) of the equity interest of a ROC company listed on the TWSE or Taipei Exchange are required to submit an investment approval application to the MOEAIC or other government authority. The MOEAIC or such other government authority reviews investment approval application and approved or disapproves each application after consultation with other governmental agencies. Furthermore, PRC investor who wishes to be elected as a ROC company’s director or supervisor shall also submit an investment approval application to the MOEAIC or other government authority for approval.

Depositary Receipts

In April 1992, the ROC FSC began allowing ROC companies listed on the TWSE, with the prior approval of the FSC, to sponsor the issuance and sale of depositary receipts. The depositary receipts represent depositary shares. In December 1994, the ROC Ministry of Finance began allowing companies whose shares are listed on the Taipei Exchange also to sponsor the issuance and sale of depositary receipts.

After the issuance of a depositary share, a holder of depositary receipts (other than citizens of the PRC and entities organized under the laws of the PRC save for QDII or those which otherwise obtain the approval of MOEAIC) may request the depositary to either cause the underlying shares to be sold in the ROC and to distribute the sale proceeds to the holder or to withdraw from the depositary receipt facility the shares represented by the depositary receipts to the extent permitted under the deposit agreement and transfer the shares to the holder.

Under the current ROC law, if you are anon-ROC holder of our ADSs, you must register with the TWSE as a foreign investor before you will be permitted to withdraw and hold the shares represented by the depositary receipts. In addition to obtaining registration with the TWSE, you must also (i) appoint a qualified local agent to, among other things, open a securities trading account with a local securities brokerage firm and a bank account to remit funds, exercise shareholder’s rights and perform other functions as holders of ADSs may designate, (ii) appoint a custodian to hold the securities and cash proceeds, confirm transactions, settle trades and report and declare other relevant information and; (iii) appoint a tax guarantor as guarantor for the full compliance of the withdrawing depositary receipt holders’ tax filing and payment obligations in the ROC. A depositary receipt holder not registered as a foreign investor with the TWSE, or not has made the necessary appointments as outlined above, will be unable to hold or subsequently transfer the shares withdrawn from the depositary receipt facility.

No deposits of shares may be made in a depositary receipt facility and no depositary shares may be issued against deposits without specific FSC approval, unless they are:

 

 (i)

stock dividends;

 

 (ii)

free distributions of shares;

 

 (iii)

due to the exercise by the depositary receipt holder preemptive rights in the event of capital increases for cash; or

 (iv)

if permitted under the deposit agreement and custody agreement and within the amount of depositary receipts which have been withdrawn, due to the direct purchase by investors or purchase through the depositary on the TWSE or Taipei Exchange or delivery by investors of the shares for deposit in the depositary receipt facility. In this event, the total number of depositary receipts outstanding after an issuance cannot exceed the number of issued depositary receipts previously approved by the FSC in connection with the offering plus and ADSs issued pursuant to the events described in (i), (ii) and (iii) above.

The depositary, without obtaining further approvals from the Central Bank of the Republic of China (Taiwan) or any other governmental authority or agency of the ROC, may convert NT dollars into other currencies, including US dollars, in respect of:

 

the proceeds of the sale of common shares represented by ADSs or received as share dividends with respect to the common shares and deposited into the depositary receipt facility; and

 

any cash dividend or cash distributions received.

In addition, the depositary may also convert into NT dollars incoming payments for purchase of common shares for deposit in the depositary receipts facility against the creation of additional ADSs. If you withdraw the common shares underlying your ADSs and become a holder of the Company’s common shares, you may convert into NT dollars subscription payment for rights offerings. The depositary may be required to obtain foreign exchange payment approval from the Central Bank of the Republic of China (Taiwan) on apayment-by-payment basis for conversion from NT dollars into foreign currencies of the proceeds from the sale of subscription rights of new common shares. Although it is expected that the Central Bank of the Republic of China (Taiwan) will grant approval as routine matter, requiredSuch approvals may not be obtained in a timely manner, or at all.

Exchange Controls

The ROC Foreign Exchange Control Law and regulations provide that all foreign exchange transactions must be executed by banks designated by the FSC and by the Central Bank of the Republic of China (Taiwan) to engage in such transactions. Current regulations favor trade-related or service-related foreign exchange transactions. Consequently, foreign currency earned from exports of merchandise and services may now be retained and used freely by exporters, and all foreign currency needed for the importation of merchandise and services may be purchased freely from the designated foreign exchange banks.

Apart from trade-related or service-related foreign exchange transactions, ROC companies and individual residents of the ROC reaching the age of 20 years old may, without foreign exchange approval, remit foreign currency of up to US$50 million (or its equivalent) and US$5 million (or its equivalent) to and from the ROC, respectively, in each calendar year. The above limits apply to remittances involving either a conversion of NT dollars into a foreign currency or a conversion of foreign currency into NT dollars. In addition, a requirement is also imposed on all enterprises to register medium- and long-term foreign debt with the Central Bank of the Republic of China (Taiwan).

In addition, foreign persons may, subject to specified requirements but without foreign exchange approval of the Central Bank of the Republic of China (Taiwan), remit to and from the ROC foreign currencies of up to US$100,000 (or its equivalent) per remittance if the required documentation is provided to the ROC authorities. The above limit applies to remittances involving either a conversion of NT dollars into a foreign currency or a conversion of foreign currency into NT dollars. The above limit does not, however, apply to the conversion of NT dollars into other currencies, including U.S. dollars, from the proceeds of a sale of any underlying shares withdrawn from a depositary receipt facility.

ROC Taxation

The following summary constitutes the material ROC tax consequences of the ownership and disposition of our shares or ADSs by and to anon-resident individual ornon-resident entity (referred to here as a“non-ROC holder”). As used in the preceding sentence, a“non-resident individual” is anon-ROC national who owns our shares or ADSs and is not physically present in the ROC for 183 days or more during any calendar year, and a“non-resident entity” is a corporation or anon-corporate body that owns our shares or ADSs, is organized under the laws of a jurisdiction other than the ROC and has no fixed place of business or business agent in the ROC. Holders of our ADSs and shares should consult their own tax advisers concerning the tax consequences of owning our ADSs or shares and any other relevant taxing jurisdiction to which they are subject.

Dividends

Dividends (whether in the form of cash or common shares) declared by the Company out of retained earnings and distributed to anon-ROC holder are subject to ROC withholding tax, currently at the rate of 21% (unless a preferable tax rate is provided under a tax treaty between the ROC and the jurisdiction where thenon-ROC holder is a resident) on the amount of the distribution (in the case of cash dividends) or on the par value of the distributed our shares (in the case of stock dividends). The United States does not have an income tax treaty with the ROC. A 10% undistributed earnings tax was imposed on an ROC company for itsafter-tax earnings generated after January 1, 1998 which were not distributed in the following year. The undistributed earnings tax was reduced to 5% on January 1, 2018. The undistributed earnings tax so paid will further reduce the retained earnings available for future distribution. Furthermore, if and when the Company distributes any dividends in year 2018, for the portion of dividends out of those retained earnings on which the Company had paid the 10% ROC undistributed earnings tax, a credit of up to 5% of such portion of dividends may be offset against the 21% withholding tax imposed on thenon-ROC holders. Starting from year 2019, no undistributed earnings tax paid can be offset as a credit against the 21% withholding tax.

Distributions of our shares or cash out of capital reserves are not subject to ROC withholding tax, except under limited circumstances.

Capital Gains

Starting from January 1, 2016, capital gains realized from the sale or disposal of our shares are exempt from ROC income tax under Article4-1 of the ROC Income Tax Act.

Sales of our ADSs are not regarded as sales of ROC securities and thus any gains derived from transfers of our ADSs are not regarded asROC-sourced income. Accordingly, any gains derived from transfers of our ADSs bynon- ROC holders are not currently subject to ROC income tax.

Securities Transaction Tax

Securities transaction tax will be imposed on the seller at the rate of 0.3% of the transaction price upon a sale of our shares. Transfers of our ADSs are not subject to ROC securities transaction tax.

Subscription Rights

Distributions of statutory subscription rights for our shares in compliance with the ROC Company Act are currently not subject to ROC tax. Proceeds derived from sales of statutory subscription rights evidenced by securities are subject to securities transaction tax, currently at the rate of 0.3% of the gross amount received.Non-ROC holders are exempt from income tax on capital gains from the sale of statutory subscription rights evidenced by securities. Proceeds derived from sales of statutory subscription rights which are not evidenced by securities are not subject to securities transaction tax but are subject to income tax at a fixed rate of 20% of the income if the seller is anon-ROC holder. Subject to compliance with the ROC law, the Company, in its sole discretion, may determine whether statutory subscription rights are evidenced by securities.

Estate and Gift Tax

ROC estate tax is payable on any property within the ROC left by a deceased, and ROC gift tax is payable on any property within the ROC donated by an individual. Estate tax and gift tax are currently payable at the progressive rates of 10%, 15% and 20%. Under the ROC Estate and Gift Tax Act, common shares issued by ROC companies are deemed located in the ROC without regard to the location of the owner. It is unclear whether a holder of ADSs will be considered to own common shares for this purpose.

Tax Treaty

At present, the ROC has income tax treaties with Indonesia, Singapore, New Zealand, Australia, the United Kingdom, South Africa, Gambia, Eswatini, Malaysia, North Macedonia, the Netherlands, Senegal, Sweden, Belgium, Denmark, Israel, Vietnam, Paraguay, Hungary, France, India, Slovakia, Switzerland, Germany, Thailand, Kiribati, Luxembourg, Austria, Italy, Japan, Canada and Poland. These tax treaties may limit the rate of ROC withholding tax on dividends paid with respect to common shares issued by ROC companies. Anon-ROC holder of our ADSs may or may not be considered as the beneficial owner of our shares for the purposes of such treaties. Accordingly, holders of our ADSs who wish to apply a reduced withholding tax rate that is provided under a tax treaty should consult their own tax advisers concerning such application. The United States does not have an income tax treaty with the ROC.

Material U.S. Federal Income Tax Consequences

The discussion below is for general information only and is not, and should not be interpreted to be, tax advice to any holder of our ADSs. Each holder or prospective holder of our ADSs is urged to consult his, her or its own tax advisor.

General

This discussion is a general summary of the material U.S. federal income tax consequences to U.S. Holders andNon-U.S. Holders, both as defined below, of the ownership and disposition of our ADSs as of the date of this report. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, or the “Code,” the applicable U.S. Treasury regulations promulgated and proposed thereunder, judicial decisions and current administrative rulings and guidance, all of which are subject to change, possibly on a retroactive basis. This summary applies to you only if you hold our ADSs as a capital asset within the meaning of Section 1221 of the Code (generally, held for investment). The U.S. Internal Revenue Service, or the “IRS,” may challenge the tax consequences described below, and we have not requested, nor will we request, a ruling from the IRS or an opinion of counsel with respect to the U.S. federal income tax consequences of acquiring, holding or disposing of our ADSs. This summary does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to the ownership of our ADSs. In particular, the discussion below does not address tax consequences that depend upon youran investor’s particular tax circumstances nor does it cover any state, local or foreign law, or the possible application of the U.S. federal estate or gift tax laws. You are urged to consult your own tax advisor regarding the application of the U.S. federal income tax laws to your particular situation as well as any state, local, foreign and U.S. federal estate and gift tax consequences resulting from the ownership and disposition of our ADSs. In addition, this summary does not take into account special U.S. federal income tax rules that apply to particular categories of U.S. orNon-U.S. Holdersholders of our ADSs, including, without limitation, the following:

 

dealers, brokers or traders in securities electing to use amark-to-market method of accounting;

 

banks, thrifts or other financial institutions;

 

individual retirement ortax-deferred accounts;

 

insurance companies;

 

tax-exempt organizations;

regulated investment companies or real estate investment trusts;

 

persons holding our ADSs as part of a hedging, straddle or conversion transaction for U.S. federal income tax purposes;

 

persons required for U.S. federal income tax purposes to conform the timing of income accruals to their financial statements under Section 451 of the Code;

 

persons whose functional currency for U. S. federal income tax purposes is not the U.S. dollar;

 

persons subject to the alternative minimum tax;

 

persons that own, or are treated as owning, 10% or more, by voting power or value, of our outstanding common stock (including common stock represented by ADSs);

 

certain former U.S. citizens and residents who have expatriated; or

 

persons receiving our ADSs pursuant to the exercise of employee stock options or otherwise as compensation.

U.S. Holders

For purposes of the discussion below, you are a “U.S. Holder” if you are a beneficial owner of our ADSs that is:

 

an individual U.S. citizen or resident alien of the United States (as specifically defined for U.S. federal income tax purposes);

a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any Statestate thereof or the District of Columbia;

 

an estate whose income is subject to U.S. federal income tax regardless of its source; or

 

a trust (x) if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (y) that, if it was in existence on August 20, 1996, was treated as a U.S. person prior to that date and has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our ADSs, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partnership holding our ADSs or a partner in such partnership, you should consult your tax advisor with respect to the U.S. federal income tax consequences of the ownership and disposition of our ADSs by the partnership.

General

In general, a U.S. Holder who ownsof our ADSs will be treated as the owner ofowning the underlying shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges ADSs for the underlying shares represented by those ADSs. The U.S. Department of the Treasury has expressed concern that parties to whom American depositary sharesADSs are released before shares are delivered to the depositaryDepositary(“pre-release”), or intermediaries in the chain of ownership between holders and the issuer of the security underlying the American depositary shares,ADSs, may be taking actions that are inconsistent with the claiming of foreign tax credits by holders of American depositary shares.ADSs. These actions would also be inconsistent with the claiming of the preferential rate of tax, described below, applicable to dividends received by certainnon-corporate holders.U.S. Holders. Accordingly, the creditability of ROC taxes, and the availability of the preferential tax rate for dividends received by certainnon-corporate U.S. Holders, each as described below, could be affected by actions taken by such parties or intermediaries.

Distributions

Subject to the “passive foreign investment company” (“PFIC”(or “PFIC”) rules discussed below, the amount of any cash distribution (other than in liquidation) that you receive with respect to our ADSs plusincluding the amount of any ROC taxes actually withheld therefrom (described above in “—ROC Taxation”) generally will be taxed to a U.S. Holder as dividend income to the extent such distribution does not exceed ChipMOS Taiwan’s current or accumulated earnings and profits (“E(or “E&P”), as calculated for U.S. federal income tax purposes. Such income will be includable in your gross income as ordinary income on the date of receipt by the Depositary. Dividends received by individuals and certain othernon-corporate U.S. Holders from “qualified foreign corporations” are taxed at the rate of either 0 percent, 15 percent or 20 percent, depending upon the particular taxpayer’s U.S. federal income tax bracket; provided that the recipient-shareholder has held his or her shares as a beneficial owner for more than 60 days during the121-day period beginning on the date which is 60 days before the shares’ex-dividend date. A foreign corporation is a “qualified foreign corporation” if the stock with respect to which it pays dividends is traded on an established securities market in the United States, provided that the foreign corporation is not a PFIC. ChipMOS Taiwan ADSs are traded on an established securities market in the United States, although ChipMOS Taiwan cannot guarantee that its ADSs will be so traded in the future. ChipMOS Taiwan does not expect to be treated as a PFIC for U.S. federal income tax purposes for the current taxable year or the foreseeable future. No assurance can be given, however, that the IRS will not disagree and seek to treat ChipMOS Taiwan as a PFIC. If ChipMOS Taiwan were a PFIC with respect to a particular U.S. Holder, dividends received from ChipMOS Taiwan would be taxed at regular ordinary income tax rates and certain other rules will apply. See “Passive Foreign Investment Company (PFIC),” below. Holders of ChipMOS Taiwan ADSs should consult their own tax advisors regarding the availability of a reduced dividend tax rate in light of their own particular circumstances. To the extent any distribution exceeds ChipMOS Taiwan’s E&P, the distribution will first be treated as atax-free return of capital to the extent of your adjusted tax basis in ChipMOS Taiwan ADSs and will be applied against and reduce such basis on adollar-for-dollar basis (thereby increasing the amount of gain and decreasing the amount of loss recognized on a subsequent disposition of such ChipMOS Taiwan ADSs). To the extent that such distribution exceeds your adjusted tax basis, the distribution will be taxed as gain recognized on a sale or exchange of ChipMOS Taiwan ADSs. However, because ChipMOS Taiwan does not maintain calculations of its E&P under U.S. federal income tax principles, it is expected that distributions will generally be reported to U.S. Holders as dividends. Because ChipMOS Taiwan is not a U.S. corporation, no dividends-received deduction will be allowed to corporations with respect to dividends paid by it.

For U.S. foreign tax credit limitation purposes, dividends received on ChipMOS Taiwan ADSs will be treated as foreign source income and will generally beconstitute “passive category income,” or in the case of certain holders, “general category income.” You may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of ROC taxes actually withheld on dividends paid on ChipMOS Taiwan ADSs. The rules governing U.S. foreign tax credits are complex, and we recommend that you consult your tax advisor regarding the applicability of such rules to you.

Sale, Exchange or Other Disposition of ChipMOS Taiwan ADSs

Subject to the PFIC rules discussed below, generally, in connection with the sale, exchange or other taxable disposition of ChipMOS Taiwan ADSs:

 

you will recognize capital gain or loss equal to the difference (if any) between the amount realized on such sale, exchange or other taxable disposition and your adjusted tax basis in such ChipMOS Taiwan ADSs;

 

such gain or loss will be long-term capital gain or loss if your holding period for such ChipMOS Taiwan ADSs is more than one year at the time of the sale or other disposition;

 

such gain or loss will generally be treated as U.S. source for U.S. foreign tax credit purposes; and

 

your ability to deduct capital losses is subject to limitations.

Long-term capital gains recognized by individuals and certain othernon-corporate taxpayers are taxed at preferential rates.

Passive Foreign Investment Company (PFIC)

Anon-U.S. corporation will be classified as a PFIC for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of passive income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. ChipMOS Taiwan does not expect to be a PFIC for its current taxable year or the foreseeable future. However, a company’s PFIC status is a legal and factual determination that must be made annually and thus may be subject to change. If ChipMOS Taiwan were treated as a PFIC, gain realized on the sale, exchange or other disposition of your ChipMOS Taiwan ADSs would in general not be treated as capital gain. Instead, such gain would be allocated ratably over your holding period for the ChipMOS Taiwan ADSs. The amounts allocated to the taxable year of the sale, exchange or other disposition and to any year before ChipMOS Taiwan became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for such year, together with an interest charge on the tax attributable to each such year. If ChipMOS Taiwan were a PFIC for any year during a U.S. Holder’s holding period for ChipMOS Taiwan ADSs, it generally will continue to be treated as a PFIC with respect to the U.S. Holder for all succeeding years during which the U.S. Holder owns the ADSs. Dividends received from ChipMOS Taiwan ADSs will not be eligible for the special tax rates applicable to qualified dividend income for certainnon-corporate U.S. Holders if ChipMOS Taiwan is treated as a PFIC with respect to the U.S. Holder, either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income. Further, any distribution in respect of ChipMOS Taiwan ADSs in excess of 125 percent of the average annual distributions on ChipMOS Taiwan ADSs received by the U.S. Holder during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, would be allocated ratably over the U.S. Holder’s holding period for ChipMOS Taiwan ADSs and subject to taxation as described with respect to sales, exchanges or other dispositions above. Certain elections may be available that would result in alternative treatments such asmark-to-market treatment of the ADSs.

3.8% Medicare Tax on “Net Investment Income”

Certain U.S. Holders that are individuals, estates, and certain trusts are subject to a 3.8% tax on all or a portion of their “net investment income,” which may include any gain realized or amounts received with respect to their ChipMOS Taiwan ADSs, to the extent of their net investment income that, when added to other modified adjusted gross income, exceeds $200,000 for a single taxpayer (or a qualifying head of household), $250,000 for a married taxpayertaxpayers filing a joint return (or a qualifying widower), or $125,000 for a married taxpayer filing a separate return. U.S. Holders should consult their own tax advisoradvisors with respect to the applicability of the net investment income tax.

Information Reporting and Backup Withholding

Except in the case of corporations or other exempt holders, cashamounts received by a U.S. Holder in connection with dividends,distributions, if any, paid by ChipMOS Taiwan with respect to ChipMOS Taiwan ADSs and proceeds from the sale, exchange or other disposition of ChipMOS Taiwan ADSs may be subject to U.S. information reporting requirements and may be subject to backup withholding unless the U.S. Holder provides an accurate taxpayer identification number and complies with certain certification procedures or otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax and amounts withheld may be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that certain required information is timely furnished to the IRS.

U.S. Holders who are individuals (and under proposed regulations, certain entities) and who own “specified foreign financial assets” with an aggregate value in excess of $50,000 on the last day of the tax year (or more than $75,000 at any time during the tax year) are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. “Specified foreign financial assets” include securities issued by anon-U.S. issuer (which would include ChipMOS Taiwan ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Individuals who fail to report the required information could be subject to substantial penalties, and such individuals should consult their own tax advisors concerning the application of these rules to their investment in ChipMOS Taiwan ADSs.

TAX MATTERS CAN BE COMPLICATED. THE FOREGOING SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF CHIPMOS TAIWAN ADSs. IN ADDITION, THE SUMMARY DOES NOT ADDRESS TAX CONSEQUENCES THAT DEPEND UPON INDIVIDUAL CIRCUMSTANCES. THIS SUMMARY DOES NOT ADDRESS ANY U.S. FEDERAL TAX CONSEQUENCES OTHER THAN INCOME TAX OR ANY FOREIGN, STATE OR LOCAL TAX CONSIDERATIONS, NOR ANY TAX CONSEQUENCES OF ANY TRANSACTION OTHER THAN THE OWNERSHIP AND DISPOSITION OF CHIPMOS TAIWAN ADSs. ACCORDINGLY, YOU ARE STRONGLY URGED TO CONSULT YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR U.S. FEDERAL, STATE, LOCAL, OR FOREIGN INCOME OR OTHER TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF CHIPMOS TAIWAN ADSs TO YOU.

Non-U.S. Holders

IfFor purposes of this discussion, if you are not a U.S. Holder (as defined above), you are a“Non-U.S. Holder”.

Distributions on Our ADSs

You generally will not be subject to U.S. federal income tax or withholding on distributions made on our ADSs unless:

 

you conduct a trade or business in the United States, and

 

the distributions are effectively connected with the conduct of that trade or business (and, if an applicable income tax treaty so requires as a condition for you to be subject to U.S. federal income tax on a profit for the yearprofit-for-the-year basis in respect of income from our ADSs, such distributions are attributable to a permanent establishment that you maintain in the United States).

If you meet the two tests above, you generally will be subject to tax in respect of such distributions in the same manner as a U.S. Holder, as described above. In addition, any effectively connected distributions received by anon-U.S. corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30 percent30-percent rate or such lower rate as may be specified by an applicable income tax treaty.

Sale, Exchange or Other Disposition of Our ADSs

Generally, you will not be subject to U.S. federal income tax or withholding in respect of gain recognized on a sale, exchange or other disposition of our ADSs unless:

 

your gain is effectively connected with a trade or business that you conduct in the United States (and, if an applicable income tax treaty so requires as a condition for you to be subject to U.S. federal income tax on a profit for the yearprofit-for-the-year basis in respect of gain from the sale, exchange or other disposition of our ADSs, such gain is attributable to a permanent establishment that you maintain in the United States), or

 

you are an individualNon-U.S. Holder and are present in the United States for at least 183 days in the taxable year of the sale, exchange or other disposition, and certain other conditions exist.

YouIf you meet either of the two tests above, you will be subject to tax in respect of any gain effectively connected with your conduct of a trade or business in the United States generally in the same manner as a U.S. Holder, as described above. Effectively connected gains realized by anon-U.S. corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a rate of 30 percent30-percent or such lower rate as may be specified by an applicable income tax treaty.

Backup Withholding and Information Reporting

Payments, including distributions and proceeds offrom sales, exchanges or other dispositions in respect of our ADSs that are made in the United States or by a U.S.-related financial intermediary will be subject to U.S. information reporting rules. In addition, such payments may be subject to U.S. federal backup withholding. You will not be subject to backup withholding provided that:

 

you are a corporation or other exempt recipient, or

 

you provide your correct U.S. federal taxpayer identification number and certify, under penalties of perjury, that you are not subject to backup withholding.

Amounts withheld under the backup withholding rules may be credited against your U.S. federal income tax, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS in a timely manner.

Documents on Display

We are subject to the information requirements of the Securities Exchange Act of 1934, as amended. In accordance with these requirements, we file reports and other information with the SEC. These materials may be inspected and copied at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Commission’s Public Reference Room by calling the Commission in the United States at1-800-SEC-0330. The Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the Commission.

 

Item 11.

Quantitative and Qualitative Disclosure about Market Risk

Market Risks

Our exposure to financial market risks relates primarily to changes in interest rates and foreign exchange rates. To mitigate these risks, we utilize derivative financial instruments, the application of which is primarily for hedging, and not for speculative purposes.

Interest Rate Risks

As of December 31, 2018,2019, we had aggregate debts outstanding of NT$9,7909,042 million (US$320302 million), which was incurred for capital expenditure and general operating expenses. Of our outstanding debts as of December 31, 2018,2019, 100% bear interest at variable rates. The interest rate for the majority of our variable rate debts varies based on a fixed percentage spread over the prime rate established by our lenders. Our variable rate debts had an annual weighted average interest rate of 1.7895% as of December 31, 2018.2019. Accordingly, we have cash flows and earnings exposure due to market interest rate changes for our variable rate debts. An increase in interest rates of 1% would increase our annual interest charge by NT$9891 million (US$3 million) based on our outstanding floating rate indebtedness as of December 31, 2018.2019.

As of December 31, 20172018 and 2018,2019, we had no interest rate swap agreements outstanding.

Foreign Currency Exchange Rate Risks

Our foreign currency exposure gives rise to market risks associated with exchange rate movements against the NT dollar, the RMB, the Japanese yen and the US dollar. As of December 31, 2018, 53.6%2019, 59.6% of our financial assets and 9.1%4.1% of our financial liabilities are denominated in the RMB, US dollar and Japanese yen, respectively. We do not hold or issue any derivative for trading purposes or to hedge against fluctuations in foreign exchange rates. We mitigate this risk by conducting sales and purchases transactions in the same currency. These hedging transactions help to reduce, but do not eliminate, the impact of foreign currency exchange rate movements. An average appreciation of the NT dollar against all other relevant foreign currencies of 5% would decrease our exchange gain by NT$204261 million (US$79 million) based on our outstanding assets and liabilities denominated in foreign currencies as of December 31, 2018.2019. As of December 31, 20172018 and 2018,2019, we had no outstanding forward exchange or foreign currency option contracts.

See Note 3533 of our audited consolidated financial statements for additional information on financial risk management.

Item 12.

Description of Securities Other Than Equity Securities

American Depositary Shares

Depositary Fees

Under the terms of the Deposit Agreement for our ADSs, an ADS holder is required to pay the following service fees to the depositary bank:

 

Service

  

Fees

(1)   Issuance of ADSs (i.e., an issuance upon a deposit of Shares or upon a change in theADS(s)-to-Share(s) ratio), excluding issuances as a result of distributions described in paragraph (4) below.

  Up to US$5.00 per 100 ADS (or fraction thereof) issued.

(2)   Cancellation of ADSs (i.e., a cancellation of ADSs for delivery of deposited Shares or upon a change in theADS(s)-to-Share(s) ratio).

  Up to US$5.00 per 100 ADS (or fraction thereof) cancelled.

(3)   Distribution of cash dividends or other cash distributions (i.e., upon a sale of rights and other entitlements).

  Up to US$5.00 per 100 ADS (or fraction thereof) held.

(4)   Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) an exercise of rights to purchase additional ADSs.

  Up to US$5.00 per 100 ADS (or fraction thereof) held.

(5)   Distribution of securities other than ADSs or rights to purchase additional ADSs (i.e.,spin-off shares).

  Up to US$5.00 per 100 ADS (or fraction thereof) held.

(6)   ADS Services.

  Up to US$5.00 per 100 ADS (or fraction thereof) held on the applicable record date(s) established by the Depositary.

Depositary Charges

A holder of our ADSs is responsible to pay certain charges such as:

 

 (i)

taxes (including applicable interest and penalties) and other governmental charges;

 

 (ii)

such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities on the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively;

 

 (iii)

such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing Shares or withdrawing Deposited Securities or of the Holders and Beneficial Owners of ADSs;

 

 (iv)

the expenses and charges incurred by the Depositary in the conversion of foreign currency;

 

 (v)

such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Shares, Deposited Securities, ADSs and ADRs; and

 

 (vi)

the fees and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the servicing or delivery of Deposited Property.

All ADS fees and charges so payable may be deducted from distributions or must be remitted to the Depositary, or its designee, and may, at any time and from time to time, be changed by agreement between the Depositary and the Company, but, in the case of ADS fees and charges payable by Holders and Beneficial Owners, only in the manner contemplated in the Deposit Agreement. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request.

ADS fees and charges payable upon (i) the issuance of ADSs and (ii) the cancellation of ADSs will be payable by the person to whom the ADSs are so issued by the Depositary (in the case of ADS issuances) and by the person who ADSs are being cancelled (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS fees and charges and such ADS fees may be deducted from distributions made to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs.

The Depositary may reimburse the Company for certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company and the Depositary agree from time to time. The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary for suchout-of-pocket expenses, as the Depositary and the Company may agree from time to time. Responsibility for payment of such fees, charges and reimbursements may from time to time be changed by agreement between the Company and the Depositary. Unless otherwise agreed, the Depositary shall present its statement for such fees, charges and reimbursements to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.

The obligations of Holders and Beneficial Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary as described in the Deposit Agreement, the right to collect ADS fees and charges shall extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.

Depositary Payment

In 2018,2019, we received US$289.662.3 thousand from Citi Bank N.A., the Depositary for our ADR program. The table below sets forth details of the amount we received from Citi Bank N.A.

 

Item

  US$
(in thousand)
 

Reimbursement of Proxy Process Expenses

   11.015.1 

Reimbursement of Legal Fees

   1.15.0

Reimbursement of Settlement Infrastructure Fees

1.0

Reimbursement of ADR holders identification expenses

16.7 

Direct reimbursement to issuer

   289.662.3 
  

 

 

 

Total Payments(1)

   301.7100.1 
  

 

 

 

 

Note:

(1)

Net of U.S. withholding tax.

PART II

 

Item 13.

Defaults, Dividend, Arrearages and Delinquencies

None.

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15.

Controls and Procedures

Disclosure Controls and Procedures. Our management, including our President, the principal executive officer and Vice president of the Finance and Accounting Management Center, the principal financial officers, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule13a-15(e) of the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our management concluded that, our disclosure controls and procedures were effective as of December 31, 2018.2019.

Management’s Annual Report on Internal Control Over Financial Reporting. Management’s Annual Report on Internal Control Over Financial Reporting is set forth below.

Management’s Report on Internal Control Over Financial Reporting

April 25, 201923, 2020

Management of ChipMOS TECHNOLOGIES INC. (together with its consolidated subsidiaries, the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule13a-15(f) of the Securities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s President, the principal executive officer, and Vice President of the Finance and Accounting Management Center, the principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Our internal control over financial reporting includes those policies and procedures that:

 

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

 

provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with IFRS,IFRSs, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and

 

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of internal control effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 20182019 based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment, our management concludes that our internal control over financial reporting was effective as of December 31, 2018.2019.

The effectiveness of our internal control over financial reporting as of December 31, 20182019 has been audited by PricewaterhouseCoopers, Taiwan, an independent registered public accounting firm, as stated in their report included in this Annual Report on Form20-F.

 

/s/Shih-Jye Cheng

    

/s/ Silvia Su

Name:  Shih-Jye Cheng    Name:  Silvia Su
Title:  Chairman and President    Title:  Vice President, Finance and Accounting Management Center

Changes in Internal Control Over Financial Reporting. During the year ended December 31, 2018,2019, there have been no changes in our internal control over financial reporting that may materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A.

Audit Committee Financial Expert

Our Board of Directors have determined that Chin-Shyh Ou, one of our independent directors, qualified as audit committee financial expert and meets the independence requirement as defined in Item 16A to Form20-F.

Item 16B.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct, which applies to our employees and contract workers. A copy of our Code of Ethics and Business Conduct is filed as Exhibit 11.1 to this Annual Report onForm 20-F.

 

Item 16C.

Principal Accountant Fees and Services

The table below summarizes the aggregate fees that we paid or accrued for services provided by PricewaterhouseCoopers, Taiwan (“PwC Taiwan”) for the years ended December 31, 20172018 and 2018.2019.

 

  2017   2018   2018   2019 
  NT$   NT$   NT$   NT$ 
  (In thousands)   (In thousands) 

Audit Fees

  $16,350   $15,950   $15,950   $16,400 

Audit Related Fees

   200    200    200    200 

Tax Fees

   3,140    3,630    3,630    2,900 
  

 

   

 

   

 

   

 

 

Total

  $19,690   $19,780   $19,780   $19,500 
  

 

   

 

   

 

   

 

 

Audit Fees. This category includes the audit of our annual financial statements and services that are provided by the independent auditors in connection with our annual financial statements, internal control over financial reporting, quarterly financial statements, and related statutory and regulatory filings.

Audit-Related Fees. This category includes fees reasonably related to the performance of the audit or review of our financial statements and not included in the category of Audit Fees (described above).

Tax Fees. This category includes aggregate fees for respective years for services relating to tax compliance, advice and planning.

Allnon-audit services arepre-approved by our Audit Committee on acase-by-case basis. Accordingly, we have not established anypre-approval policies and procedures.

All audit services that PwC Taiwan was engaged from August 28, 2015, the effective date of revised Rule2-01(c)(7) of RegulationS-X entitled “Audit Committee Administration of the Engagement” on strengthening requirements regarding auditor independence, werepre-approved by the Audit Committee.

 

Item 16D.

Exemptions from the Listing Standards for Audit Committees

Not applicable.

 

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Repurchase Programs.

On August 10, 2015, the board of directors adopted on a share repurchase program to repurchase up to 20.0 million of our shares through open market transactions at a price no more than NT$41.34 per share during the period from August 11, 2015 to October 10, 2015. On September 18, 2015, we completed this share repurchase program under which we repurchased 20.0 million shares for approximately NT$634 million. The repurchased shares were retired and cancelled. On August 10, 2015, the Company’s Board of Directors approved the cancellation of treasury stock. (Repurchase Program I)

On February 4, 2016, the board of directors adopted on a share repurchase program to repurchase up to 15.0 million of our shares through open market transactions at a price no more than NT$40.00 per share during the period from February 5, 2016 to April 4, 2016. The purpose for the above share repurchase is to boost the morale of the employees and therefore such repurchased shares will be transferred to the employees of the Company. On April 1, 2016, we completed this share repurchase program under which we repurchased 15.0 million shares for approximately NT$511 million. The repurchased shares were cancelled. On March 7, 2019, the Company’s Board of Directors approved the cancellation of treasury stock. (Repurchase Program II)

On May 12, 2016, the board of directors adopted on a share repurchase program to repurchase up to 15.0 million of our shares through open market transactions at a price no more than NT$40.00 per share during the period from May 13, 2016 to July 12, 2016. The purpose for the above share repurchase is to boost the morale of the employees and therefore such repurchased shares will be transferred to the employees of the Company. On July 1, 2016, we completed this share repurchase program under which we repurchased 15.0 million shares for approximately NT$494 million. The repurchased shares were cancelled. On August 6, 2019, the Company’s Board of Directors approved the cancellation of treasury stock. (Repurchase Program III)

Other repurchases.

On September 14, 2016, we repurchased 85 thousand shares from our dissenting shareholders in accordance with the Merger of the Company and ChipMOS Bermuda which was effective on October 31, 2016. The repurchased shares were cancelled. On August 6, 2019, the Company’s Board of Directors approved the cancellation of treasury stock.

The table sets forth certain information about the purchase of our common shares by the Issuer’s repurchase programs in the periods indicated.

Purchases of Equity Securities by the Issuer

 

Period

  Total Number
of Shares
Purchased
   Average Price
Paid Per
Share (NT$)
   Total Number of
Shares Purchased
as Part of
Publicly Announced
Plans or Programs
   Maximum Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plans or
Programs
(NT$ Million)
 

August – September, 2015 (Repurchase Program I)

        

August 2015

   10,083,000       

September 2015

   9,917,000       
   20,000,000    31.69    20,000,000    None 

February – April, 2016 (Repurchase Program II)

        

February 2016

   3,990,000       

March 2016

   10,556,000       

April 2016

   454,000       
   15,000,000    34.05    15,000,000    None 

May – July, 2016 (Repurchase Program III)

        

May 2016

   5,184,000       

June 2016

   9,371,000       

July 2016

   445,000       
   15,000,000    32.95    15,000,000    None 

September 2016 (Other Repurchase)(1)

        

September 2016

   85,000       
   85,000    31.10      Not Applicable 
  

 

 

     

 

 

   

Total

   50,085,000      50,000,000   
  

 

 

     

 

 

   

 

Note:

(1)

The shares repurchased from our dissenting shareholders.

Item 16F.

Change in Registrant’s Certifying Accountant

Not applicable.

 

Item 16G.

Corporate Governance

Our corporate governance practices are governed by the applicable ROC law, specifically, the ROC Company Act and Securities and Exchange Act, and our articles of incorporation. Also, because our securities are listed on the NASDAQ, we are subject to corporate governance requirements applicable to NASDAQ-listed foreign private issuers under NASDAQ listing rules.

Under NASDAQ Rule 5615(a)(3), NASDAQ-listed foreign private issuers may, in general, follow their home country corporate governance practices instead of most NASDAQ corporate governance requirements. However, all NASDAQ-listed, foreign private issuers must comply with NASDAQ Rules 5605(c)(2)(A)(ii), 5605(c)(3), 5625 and 5640.

Item 16G requires a foreign private issuer to provide in its annual report filed with the SEC a brief, general summary of any significant ways its corporate governance practices differ from those followed by NASDAQ-listed domestic companies. The table below provides this summary information as required by Item 16G and by NASDAQ Rule 5615(a) (3):

NASDAQ Listing Rule

  

Corporate Governance Practice To Be

Followed by Domestic Companies

  

Our Corporate Governance Practice

5250(b)(3)  Disclosure of third party director and nominee compensation requirements.  

We follow governance practices under the ROC law.

NASDAQ Rule 5250(b)(3) generally requires a NASDAQ-listed company to disclose at least annually material terms of agreements and arrangements with third parties (other than the company) relating to compensation of or payment to the company’s directors in connection with candidacy or service as a company director, subject to certain limited exceptions. There is no similar regulation requiring disclosure of third party compensation of directors and nominees for director under the ROC law. However, certain laws and regulations are designed to enhance transparency by making investors aware of the relationship between independent directors or nominees for independent director of a TWSE-listed company and third party. For instance, the ROC Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies requires that, in the event that both of a TWSE-listed company and its group enterprises, and another company and its group enterprises, nominate any director, supervisor or managerial officer from the other company or its group enterprises as an independent director candidate, the TWSE-listed company shall disclose the information when receiving the nomination of an independent director candidate, and explain the competence of the independent director candidate. It further requires that, if the candidate becomes the TWSE-listed company’s independent director through election, such company shall disclose the number of votes cast in favor of such independent director-elect. In addition, if an independent director of a TWSE-listed company concurrently serves as a director, supervisor or other position of other company, such concurrently held position shall be disclosed in the Market Observation Post System of the TWSE.

5605(b)  Requires a majority independent board and an independent director executive session.  

We follow governance practices under the ROC law.

We have five independent directors out of a total of eightnine directors on our board. Our standards in determining director independence substantially comply with the NASDAQ requirement, which include detailed tests for determining director independence.

5605(c)(1)  Audit committee charter requirements.  We follow governance practices under the ROC law.
5605(c)(2)(A)(ii)  Audit committee composition and independence requirements.  We follow the same NASDAQ listing rule governance practice as followed by domestic companies.

5605(c)(2)(A)(i),

(iii), (iv)

  Audit committee financial sophistication requirements.  We follow the same NASDAQ listing rule governance practice as followed by domestic companies.
5605(c)(3)  Audit committee responsibilities and authority requirements.  We follow the same NASDAQ listing rule governance practice as followed by domestic companies.

NASDAQ Listing Rule

  

Corporate Governance Practice To Be

Followed by Domestic Companies

  

Our Corporate Governance Practice

5605(d), (e)  Requires independent director oversight of executive officer compensation and director nominations.  

We follow the same NASDAQ listing rule governance practice regarding the compensation committee as followed by domestic companies.

As for the director nominations, we follow governance practices under the ROC law. Under the ROC Company Act and the interpretations thereof, candidates to serve as directors are nominated either by the board of directors or by the shareholders.

5610  Requires a code of conduct for directors, officers and employees.  

We follow governance practices under the ROC law.

We have adopted the Code of Ethics and Business Conduct that satisfies the requirements promulgated by the TWSE, and applies to all employees, managerial officers and directors of our company. The details of the waiver of such Code for our directors and managerial officers will be disclosed in the Market Observation Post System of the TWSE.

5620  Annual shareholder meeting requirements.  

We follow governance practices under the ROC law.

We are required by the ROC Company Act and our articles of incorporation to hold a general meeting of our shareholders within six months following the end of each fiscal year, unless for specific legitimate reasons or approved otherwise by the relevant authorities. Further, a majority of the holders of all issued and outstanding common shares present at a shareholders’ meeting constitutes a quorum for meetings of our shareholders.

5625  Requires an issuer to notify NASDAQ of any material noncompliance with the Rule 5600 series.  We follow the same NASDAQ listing rule governance practice as followed by domestic companies.
5630  Requires oversight of related party transactions.  

We follow governance practices under the ROC law.

According to NASDAQ Rule 5630(a), each company that is not a limited partnership shall conduct an appropriate review and oversight of all related party transactions for potential conflict of interest situations on an ongoing basis by the company’s audit committee or another independent body of the board of directors. According to our Procedures for Acquisition or Disposal of Assets that satisfies the requirements promulgated by the FSC, any related party transaction exceeding a specified threshold shall be required to have an independent expert issue a fairness opinion, and be submitted to our audit committee for its review and approval.

5635  Circumstances that require shareholder approval.  

We follow governance practices under the ROC law.

According to NASDAQ Rule 5635(c), each issuer shall require shareholder approval when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants. However, under the corresponding domestic requirements under the ROC Company Act and the Securities and Exchange Act, the board of directors has authority, subject to the approval of the Securities and Futures Bureau of the FSC, to approve employee stock option plans and to grant options to employees pursuant to such plans.

5640  Shareholder voting rights requirements.  We follow the same NASDAQ listing rule governance practice as followed by domestic companies.

PART III

 

Item 17.

Financial Statements

The Company has elected to provide the financial statements and related information specified in Item 18 in lieu of Item 17.

 

Item 18.

Financial Statements

The financial statements and related information of the Company are located at pagesF-1 toF-84.F-82.

 

Item 19.

Exhibits

 

Exhibits

  

Description

1.1  Articles of Incorporation of ChipMOS TECHNOLOGIES INC. as amended on MayJune 26, 2017.10, 2019. (English Translation)(5)
2.1  Form of the Deposit Agreement among ChipMOS TECHNOLOGIES INC., Citibank, N.A. and The Holders and Beneficial Owners of American Depositary Shares issued hereunder.(2)
4.1  Syndicated Loan Agreement, dated July  2, 2014, between ChipMOS TECHNOLOGIES INC. and Bank of Taiwan as the lead Arranger. (English Translation) (3)
4.2  Merger Agreement, dated November  12, 2014, between ChipMOS TECHNOLOGIES INC. and ThaiLin Semiconductor Corp. (English Translation) (3)
4.3  Share Subscription Agreement, dated December  11, 2015, between ChipMOS TECHNOLOGIES INC. and Tsinghua Unigroup Ltd. (English Translation) (1)
4.4  Strategic Alliance Agreement, dated December  11, 2015, between ChipMOS TECHNOLOGIES INC. and Tsinghua Unigroup Ltd. (English Translation) (1)
4.5  Agreement and Plan of Merger, dated January 21, 2106,2016, between ChipMOS TECHNOLOGIES (Bermuda) LTD. and ChipMOS TECHNOLOGIES INC. (1)
4.6  Subscriber Joinder Agreement, dated February  25, 2016, between ChipMOS TECHNOLOGIES INC. and Tsinghua Unigroup Ltd. (English Translation) (1)
4.7  Share Subscription Agreement, dated February  25, 2016, between ChipMOS TECHNOLOGIES INC. and Tibet MaoYeChaungXin INVESTMENT CO., LIMITED (English Translation) (1)
4.8  Syndicated Loan Agreement, dated May  16, 2016, between ChipMOS TECHNOLOGIES INC. and, Land Bank of Taiwan Co., Ltd., Bank of Taiwan Co., Ltd. and Taiwan Cooperative Bank Co., Ltd. (English Translation) (4)
4.9  Termination Agreement, dated November  30, 2016, between ChipMOS TECHNOLOGIES INC. and Tsinghua Unigroup Ltd. (English Translation) (4)
4.10  Termination Agreement, dated November  30, 2016, between ChipMOS TECHNOLOGIES INC. and Tibet MaoYeChaungXin INVESTMENT CO., LIMITED. (English Translation) (4)
4.11  Equity Interest Transfer Agreement, dated November  30, 2016, among ChipMOS TECHNOLOGIES (BVI) LTD., Tibet Unigroup Guowei Investment Co., Ltd. and ChipMOS TECHNOLOGIES INC. (English Translation) (4)
4.12  Equity Interest Transfer Agreement, dated November  30, 2016, between ChipMOS TECHNOLOGIES (BVI) LTD. and Gongqingcheng Changhou Investment Management Ltd. (English Translation) (4)
4.13  Equity Interest Transfer Agreement, dated November  30, 2016, between ChipMOS TECHNOLOGIES (BVI) LTD. and Accretech (China) Co., Ltd. (English Translation) (4)
4.14  Equity Interest Transfer Agreement, dated November  30, 2016, between ChipMOS TECHNOLOGIES (BVI) LTD. and Chao-Jung Tsai (English Translation) (4)
4.15  Equity Interest Transfer Agreement, dated November  30, 2016, between ChipMOS TECHNOLOGIES (BVI) LTD. and Shanghai Zuzhu Business Consulting Partnership (Limited Partnership) (English Translation) (4)
4.16  Equity Interest Transfer Agreement, dated November 30, 2016, between ChipMOS TECHNOLOGIES (BVI) LTD. andShih-Jye Cheng (English Translation) (4)

Exhibits

  

Description

4.17  Equity Interest Transfer Agreement, dated November  30, 2016, between ChipMOS TECHNOLOGIES (BVI) LTD. and Shou-Kang Chen (English Translation) (4)
4.18  Equity Interest Transfer Agreement, dated November  30, 2016, between ChipMOS TECHNOLOGIES (BVI) LTD. and David W. Wang (English Translation) (4)
4.19  Agreement for Sino-Foreign Equity Joint Venture, dated November  30, 2016, among ChipMOS TECHNOLOGIES (BVI) LTD., Tibet Unigroup Guowei Investment Co., Ltd., Gongqingcheng Changhou Investment Management Ltd., Accretech (China) Co., Ltd., Chao-Jung Tsai, Shanghai Zuzhu Business Consulting Partnership (Limited Partnership),Shih-Jye Cheng, Shou-Kang Chen and David W. Wang. (English Translation) (4)
4.20  Amendment of Agreement for Sino-Foreign Equity Joint Venture dated April  10, 2017, among ChipMOS TECHNOLOGIES (BVI) LTD., Tibet Unigroup Guowei Investment Co., Ltd., Gongqingcheng Changhou Hong Xin Investment Management Partnership (Limited Partnership), Accretech (China) Co., Ltd., Chao-Jung Tsai, Shanghai Zuzhu Business Consulting Partnership (Limited Partnership),Shih-Jye Cheng, Shou-Kang Chen and David W. Wang. (English Translation)(6)
4.21  Amendment of Agreement for Sino-Foreign Equity Joint Venture dated November  28, 2017, among ChipMOS TECHNOLOGIES (BVI) LTD., Tibet Unigroup Guowei Investment Co., Ltd., Gongqingcheng Changhou Hong Xin Investment Management Partnership (Limited Partnership), Accretech (China) Co., Ltd., Chao-Jung Tsai, Shanghai Zuzhu Business Consulting Partnership (Limited Partnership),Shih-Jye Cheng, Shou-Kang Chen and David W. Wang. (English Translation)(6)
4.22  Amendment of Agreement for Sino-Foreign Equity Joint Venture dated August  1, 2018, among ChipMOS TECHNOLOGIES (BVI) LTD., Tibet Unigroup Guowei Investment Co., Ltd., Gongqingcheng Changhou Hong Xin Investment Management Partnership (Limited Partnership), Accretech (China) Co., Ltd., Chao-Jung Tsai, Shanghai Zuzhu Business Consulting Partnership (Limited Partnership),Shih-Jye Cheng, Shou-Kang Chen and David W. Wang. (English Translation)(6)
4.23  Amendment of Agreement for Sino-Foreign Equity Joint Venture dated December  29, 2018, among ChipMOS TECHNOLOGIES (BVI) LTD., Beijing Unis Memory Technology Co., Ltd., Gongqingcheng Changhou Hong Xin Investment Management Partnership (Limited Partnership), Accretech (China) Co., Ltd., Chao-Jung Tsai, Shanghai Zuzhu Business Consulting Partnership (Limited Partnership),Shih-Jye Cheng, Shou-Kang Chen and David W. Wang. (English Translation)(6)
4.24  Amendment of Agreement for Sino-Foreign Equity Joint Venture dated February  1, 2019, among ChipMOS TECHNOLOGIES (BVI) LTD., Beijing Unis Memory Technology Co., Ltd., Accretech (China) Co., Ltd., Chao-Jung Tsai, Shanghai Zuzhu Business Consulting Partnership (Limited Partnership),Shih-Jye Cheng, Shou-Kang Chen and David W. Wang. (English Translation)(6)
4.25  Syndicated Loan Agreement, dated May  15, 2018, between ChipMOS TECHNOLOGIES INC. and, Taiwan Cooperative Bank Co., Ltd., Bank of Taiwan Co., Ltd., Land Bank of Taiwan Co., Ltd., Taishin International Bank Co., Ltd., Hun Nan Commercial Bank Co., Ltd., Chang Hwa Commercial Bank Co., Ltd. and Yuanta Commercial Bank Co., Ltd. (English Translation)(6)
4.26Amendment of Agreement for Sino-Foreign Equity Joint Venture dated June 18, 2019, among ChipMOS TECHNOLOGIES (BVI) LTD., Beijing Unis Memory Technology Co., Ltd., Tibet Unigroup Guowei Investment Co., Ltd., Accretech (China) Co., Ltd., Chao-Jung Tsai, Shanghai Zuzhu Business Consulting Partnership (Limited Partnership), Shih-Jye Cheng, Shou-Kang Chen and David W. Wang. (English Translation)
4.27Amendment of Agreement for Sino-Foreign Equity Joint Venture dated August 8, 2019, among ChipMOS TECHNOLOGIES (BVI) LTD., Beijing Unis Memory Technology Co., Ltd., Tibet Unigroup Guowei Investment Co., Ltd., Accretech (China) Co., Ltd., Chao-Jung Tsai, Shanghai Zuzhu Business Consulting Partnership (Limited Partnership),Shih-Jye Cheng, Shou-Kang Chen and David W. Wang. (English Translation)
4.28Amendment and Restatement of Agreement for Sino-Foreign Equity Joint Venture dated December  16, 2019, among ChipMOS TECHNOLOGIES (BVI) LTD., Yangtze Memory Technologies Co., Ltd., Accretech (China) Co., Ltd., Chao-Jung Tsai, Shanghai Zuzhu Business Consulting Partnership (Limited Partnership),Shih-Jye Cheng, Shou-Kang Chen and David W. Wang. (English Translation)
4.29Supplement Agreement to Syndicated Loan Agreement, dated December 23, 2019, between ChipMOS TECHNOLOGIES INC. and, Taiwan Cooperative Bank Co., Ltd., Bank of Taiwan Co., Ltd., Land Bank of Taiwan Co., Ltd., Taishin International Bank Co., Ltd., Hun Nan Commercial Bank Co., Ltd., Chang Hwa Commercial Bank Co., Ltd. and Yuanta Commercial Bank Co., Ltd. (English Translation)
8.1  List of principal subsidiaries of ChipMOS TECHNOLOGIES INC.
11.1  Code of Ethics and Business Conduct. (English Translation) (4)
12.1  Certification of Principal Executive Officer required by Rule13a-14(a) under the Exchange Act.
12.2  Certification of Principal Financial Officer required by Rule13a-14(a) under the Exchange Act.
13.1  Certification of Principal Executive Officer required by Rule13a-14(b) under the Exchange Act.
13.2  Certification of Principal Financial Officer required by Rule13a-14(b) under the Exchange Act.

Exhibits

Description

101.INS  XBRL Instance Document
101.SCH  XBRL Taxonomy Extension Schema Document
101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF  XBRL Taxonomy Extension Definition Linkbase Document
101.LAB  XBRL Taxonomy Extension Label Linkbase Document
101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document

 

(1)

Incorporated by reference to our Registration Statement on FormF-4 (FileNo. 333-209733), filed on February 26, 2016.

(2)

Incorporated by reference to our Registration Statement on FormF-6/Amendment No. 1 (FileNo. 333-209736), filed on June 21, 2016.

(3)

Incorporated by reference to the Annual Report on Form20-F (FileNo. 0-31106) of ChipMOS TECHNOLOGIES (Bermuda) LTD., filed on April 24, 2015.

(4)

Incorporated by reference to the Annual Report on Form20-F (FileNo. 001-37928) of ChipMOS TECHNOLOGIES INC., filed on April 20, 2017.

(5)

Incorporated by reference to the Annual Report on Form20-F (FileNo. 001-37928) of ChipMOS TECHNOLOGIES INC., filed on April 19, 2018.

(6)

Incorporated by reference to the Annual Report on Form20-F (FileNo. 001-37928) of ChipMOS TECHNOLOGIES INC., filed on April 25, 2019.

We have not included as exhibits certain instruments with respect to our debt, the amount of debt authorized under each of which does not exceed 10% of our total assets, and we agree to furnish a copy of any such instrument to the Commission upon request.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all the requirements for filing on Form20-F and it has duly caused this Annual Report on Form20-F to be signed on its behalf by the undersigned, thereunto duly authorized, in Hsinchu, Taiwan, Republic of China, on April 25, 2019.23, 2020.

 

ChipMOS TECHNOLOGIES INC.

By: 

/s/Shih-Jye Cheng

Name:

 

Shih-Jye Cheng

Title:

 

Chairman and President

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

   Page(s) 

Report of Independent Registered Public Accounting Firm

   F-2 – F-3 

Consolidated Statements of Comprehensive Income

   F-4 – F-5 

Consolidated Statements of Financial Position

   F-6 – F-7 

Consolidated Statements of Changes in Equity

   F-8 – F-10 

Consolidated Statements of Cash Flows

   F-11 – F-12 

Notes to the Consolidated Financial Statements

   F-13 – F-82 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm

 

 

To theBoard of Directors and Shareholders of ChipMOS TECHNOLOGIES INC.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial position of ChipMOS TECHNOLOGIES INC. (the “Company”) and its subsidiaries (the “Company”) as of December 31, 20172019 and 2018, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2018,2019, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2018,2019, based on criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20182019 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2019, based on criteria established inInternal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principles

As discussed in Note 41Notes 2, 39 and 4240 to the consolidated financial statements, the Company changed the manner in which it accounts for financial instrumentsleases in 2019 and the manner in which it accounts for financial instruments and revenue from contracts with customers in 2018.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm

 

 

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers, Taiwan

Taipei, Taiwan

Republic of China

April 25, 201923, 2020

We have served as the Company’s auditor since 2015.

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years endedYears Ended December 31, 2016, 2017, 2018 and 20182019

 

 

 

   

Note

  2016  2017  2018  2018 
      NT$000  NT$000  NT$000  US$000 

Revenue

  4   18,387,593   17,940,855   18,480,027   603,725 

Cost of revenue

  5,17   (14,745,472  (14,703,729  (15,050,032  (491,670
    

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

     3,642,121   3,237,126   3,429,995   112,055 

Research and development expenses

  5   (838,866  (985,873  (939,269  (30,685

Sales and marketing expenses

  5   (72,918  (64,397  (53,451  (1,746

General and administrative expenses

  5   (822,068  (639,809  (485,068  (15,847

Other operating income (expenses), net

  6   90,306   692,834   147,514   4,819 
    

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

     1,998,575   2,239,881   2,099,721   68,596 

Finance costs

  7   (179,116  (217,283  (190,248  (6,215

Share of profit (loss) of associates

     28,924   (179,491  (300,101  (9,804

Othernon-operating income (expenses), net

  8   (147,948  (310,691  173,070   5,654 
    

 

 

  

 

 

  

 

 

  

 

 

 

Profit before income tax

     1,700,435   1,532,416   1,782,442   58,231 

Income tax expense

  9   (177,120  (550,487  (456,618  (14,918
    

 

 

  

 

 

  

 

 

  

 

 

 

Profit from continuing operations

     1,523,315   981,929   1,325,824   43,313 

Profit (loss) from discontinued operations

  20   (122,105  1,814,953   —     —   
    

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

     1,401,210   2,796,882   1,325,824   43,313 
    

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss):

       

Other comprehensive income (loss) that will be reclassified to profit or loss in subsequent periods:

       

Exchange differences on translation of foreign operations

     (200,280  (232,652  (51,077  (1,668

Share of other comprehensive income of associates that will be reclassified to profit or loss

     —     678   —     —   
    

 

 

  

 

 

  

 

 

  

 

 

 

Net other comprehensive loss that will be reclassified to profit or loss in subsequent periods

     (200,280  (231,974  (51,077  (1,668
    

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods:

       

Other comprehensive income (loss) on remeasurements of defined benefit plans

  25   (43,383  50,838   (59,961  (1,959

Unrealized gain on valuation of equity instruments at fair value through other comprehensive income

  13   —     —     85,022   2,778 

Share of other comprehensive loss of associates that will not be reclassified to profit or loss

     (133  (124  (2,687  (88

Income tax effect that will not be reclassified to profit or loss

  9   7,375   (8,642  (4,126  (135
    

 

 

  

 

 

  

 

 

  

 

 

 

Net other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods

     (36,141  42,072   18,248   596 
    

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive loss for the year, net of income tax

     (236,421  (189,902  (32,829  (1,072
    

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income for the year, net of income tax    

     1,164,789   2,606,980   1,292,995   42,241 
    

 

 

  

 

 

  

 

 

  

 

 

 

   Notes  2017  2018  2019  2019 
      NT$000  NT$000  NT$000  US$000 

Revenue

  4   17,940,855   18,480,027   20,337,881   679,969 

Cost of revenue

  5,17   (14,703,729  (15,050,032  (16,411,742  (548,704
    

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

     3,237,126   3,429,995   3,926,139   131,265 

Research and development expenses

  5   (985,873  (939,269  (1,007,631  (33,689

Sales and marketing expenses

  5   (64,397  (53,451  (56,076  (1,875

General and administrative expenses

  5   (639,809  (485,068  (498,241  (16,658

Other operating income (expenses), net

  6   692,834   147,514   92,928   3,107 
    

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

  4   2,239,881   2,099,721   2,457,119   82,150 

Finance costs

  7   (217,283  (190,248  (180,262  (6,027

Share of loss of associates

  4   (179,491  (300,101  (154,926  (5,179

Gain on disposal of investment in associates

  13   16,929   —     973,609   32,551 

Othernon-operating income (expenses), net

  8   (327,620  173,070   (73,287  (2,450
    

 

 

  

 

 

  

 

 

  

 

 

 

Profit before income tax

     1,532,416   1,782,442   3,022,253   101,045 

Income tax expense

  9   (550,487  (456,618  (513,679  (17,174
    

 

 

  

 

 

  

 

 

  

 

 

 

Profit from continuing operations

     981,929   1,325,824   2,508,574   83,871 

Profit from discontinued operations

  20   1,814,953   —     —     —   
    

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

     2,796,882   1,325,824   2,508,574   83,871 
    

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss):

       

Other comprehensive income (loss) that will be reclassified to profit or loss in subsequent periods:

       

Exchange differences on translation of foreign operations

     (232,652  (51,077  (104,198  (3,484

Share of other comprehensive income of associates that will be reclassified to profit or loss

     678   —     —     —   
    

 

 

  

 

 

  

 

 

  

 

 

 

Net other comprehensive loss that will be reclassified to profit or loss in subsequent periods

     (231,974  (51,077  (104,198  (3,484
    

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods:

       

Other comprehensive income (loss) on remeasurements of defined benefit plans

  26   50,838   (59,961  20,916   699 

Unrealized gain (loss) on valuation of equity instruments at fair value through other comprehensive income

  12   —     85,022   (52,549  (1,757

Share of other comprehensive loss of associates that will not be reclassified to profit or loss

     (124  (2,687  5,732   192 

Income tax effect that will not be reclassified to profit or loss

  9   (8,642  (4,126  2,833   95 
    

 

 

  

 

 

  

 

 

  

 

 

 

Net other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods

     42,072   18,248   (23,068  (771
    

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive loss for the year, net of income tax

     (189,902  (32,829  (127,266  (4,255
    

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income for the year, net of income tax

     2,606,980   1,292,995   2,381,308   79,616 
    

 

 

  

 

 

  

 

 

  

 

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Continued)

For the years endedYears Ended December 31, 2016, 2017, 2018 and 20182019

 

 

 

   

Note

  2016  2017   2018   2018 
      NT$000  NT$000   NT$000   US$000 

Profit (loss) attributable to:

         

Equity holders of the Company

         

- Continuing operations

     1,829,327   981,929    1,325,824    43,313 

- Discontinued operations

     (122,105  1,814,953    —      —   

Predecessors’ interests

     (306,012  —      —      —   
    

 

 

  

 

 

   

 

 

   

 

 

 
     1,401,210   2,796,882    1,325,824    43,313 
    

 

 

  

 

 

   

 

 

   

 

 

 

Total comprehensive income (loss) attributable to:

         

Equity holders of the Company

         

- Continuing operations

     1,788,878   1,079,672    1,292,995    42,241 

- Discontinued operations

     (318,077  1,527,308    —      —   

Predecessors’ interests

     (306,012  —      —      —   
    

 

 

  

 

 

   

 

 

   

 

 

 
     1,164,789   2,606,980    1,292,995    42,241 
    

 

 

  

 

 

   

 

 

   

 

 

 

Basic earnings per share:

  10       

Equity holders of the Company

         

- Continuing operations

    NT$2.13  NT$1.16   NT$1.65   US$0.05 

- Discontinued operations

     (0.14  2.14    —      —   
    

 

 

  

 

 

   

 

 

   

 

 

 

Equity holders of the Company

     1.99   3.30    1.65    0.05 

Predecessors’ interests

     (0.35  —      —      —   
    

 

 

  

 

 

   

 

 

   

 

 

 
    NT$1.64  NT$3.30   NT$1.65   US$0.05 
    

 

 

  

 

 

   

 

 

   

 

 

 

Diluted earnings per share:

  10       

Equity holders of the Company

         

- Continuing operations

    NT$2.11  NT$1.13   NT$1.63   US$0.05 

- Discontinued operations

     (0.14  2.10    —      —   
    

 

 

  

 

 

   

 

 

   

 

 

 

Equity holders of the Company

     1.97   3.23    1.63    0.05 

Predecessors’ interests

     (0.35  —      —      —   
    

 

 

  

 

 

   

 

 

   

 

 

 
    NT$1.62  NT$3.23   NT$1.63   US$0.05 
    

 

 

  

 

 

   

 

 

   

 

 

 

Basic earnings per equivalent ADS:

         

Equity holders of the Company

         

- Continuing operations

    NT$42.56  NT$23.20   NT$33.03   US$1.08 

- Discontinued operations

     (2.84  42.87    —      —   
    

 

 

  

 

 

   

 

 

   

 

 

 

Equity holders of the Company

     39.72   66.07    33.03    1.08 

Predecessors’ interests

     (7.12  —      —      —   
    

 

 

  

 

 

   

 

 

   

 

 

 
    NT$32.60  NT$66.07   NT$33.03   US$1.08 
    

 

 

  

 

 

   

 

 

   

 

 

 

Diluted earnings per equivalent ADS:

         

Equity holders of the Company

         

- Continuing operations

    NT$42.21  NT$22.68   NT$32.59   US$1.06 

- Discontinued operations

     (2.82  41.93    —      —   
    

 

 

  

 

 

   

 

 

   

 

 

 

Equity holders of the Company

     39.39   64.61    32.59    1.06 

Predecessors’ interests

     (7.06  —      —      —   
    

 

 

  

 

 

   

 

 

   

 

 

 
    NT$32.33  NT$64.61   NT$32.59   US$1.06 
    

 

 

  

 

 

   

 

 

   

 

 

 

Details of dividend to equity holders of the Company for the years are set out in Note 11 to the consolidated financial statements.

   Notes  2017   2018   2019   2019 
      NT$000   NT$000   NT$000   US$000 

Profit attributable to:

          

Equity holders of the Company

          

- Continuing operations

     981,929    1,325,824    2,508,574    83,871 

- Discontinued operations

     1,814,953    —      —      —   
    

 

 

   

 

 

   

 

 

   

 

 

 
     2,796,882    1,325,824    2,508,574    83,871 
    

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income attributable to:

          

Equity holders of the Company

          

- Continuing operations

     1,079,672    1,292,995    2,381,308    79,616 

- Discontinued operations

     1,527,308    —      —      —   
    

 

 

   

 

 

   

 

 

   

 

 

 
     2,606,980    1,292,995    2,381,308    79,616 
    

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings per share:

  10        

Equity holders of the Company

          

- Continuing operations

    NT$1.16   NT$1.65   NT$3.45   US$0.12 

- Discontinued operations

     2.14    —      —      —   
    

 

 

   

 

 

   

 

 

   

 

 

 

Equity holders of the Company

    NT$3.30   NT$1.65   NT$3.45   US$0.12 
    

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per share:

  10        

Equity holders of the Company

          

- Continuing operations

    NT$1.13   NT$1.63   NT$3.40   US$0.11 

- Discontinued operations

     2.10    —      —      —   
    

 

 

   

 

 

   

 

 

   

 

 

 

Equity holders of the Company

    NT$3.23   NT$1.63   NT$3.40   US$0.11 
    

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings per equivalent ADS:

          

Equity holders of the Company

          

- Continuing operations

    NT$23.20   NT$33.03   NT$69.00   US$2.31 

- Discontinued operations

     42.87    —      —      —   
    

 

 

   

 

 

   

 

 

   

 

 

 

Equity holders of the Company

    NT$66.07   NT$33.03   NT$69.00   US$2.31 
    

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per equivalent ADS:

          

Equity holders of the Company

          

- Continuing operations

    NT$22.68   NT$32.59   NT$68.06   US$2.28 

- Discontinued operations

     41.93    —      —      —   
    

 

 

   

 

 

   

 

 

   

 

 

 

Equity holders of the Company

    NT$64.61   NT$32.59   NT$68.06   US$2.28 
    

 

 

   

 

 

   

 

 

   

 

 

 

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

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Consolidated Statements of Financial Position

December 31, 20172018 and 20182019

 

 

 

   Note  December 31,
2017
   December 31,
2018
   December 31,
2018
 
      NT$000   NT$000   US$000 

Assets

        

Non-current assets

        

Available-for-sale financial assets

     20,890    —      —   

Non-current financial assets at fair value through profit or loss

  12   —      11,471    375 

Non-current financial assets at fair value through other comprehensive income

  13   —      174,357    5,696 

Investment in associates

  14   3,433,332    3,863,741    126,225 

Non-current financial assets at amortized cost

  15,34   —      99,103    3,237 

Property, plant and equipment, net

  16,34   15,265,311    16,819,621    549,481 

Deferred tax assets

  9   212,372    226,716    7,407 

Refundable deposits

     21,342    22,006    719 

Othernon-current financial assets

  34   70,241    —      —   

Othernon-current assets

     35,474    28,560    933 
    

 

 

   

 

 

   

 

 

 
     19,058,962    21,245,575    694,073 
    

 

 

   

 

 

   

 

 

 

Current assets

        

Inventories

  17   1,929,239    1,778,835    58,113 

Current financial assets at amortized cost

  15   —      169,168    5,526 

Current contract assets

  4   —      299,835    9,795 

Accounts and notes receivable

  18   4,015,734    4,747,288    155,090 

Accounts receivable – related parties

     11    140    5 

Other receivables

  18   56,716    63,037    2,059 

Other receivables – related parties

     4,534    3,131    102 

Current tax assets

     104,906    139,595    4,561 

Prepayments

     54,126    44,592    1,457 

Cash and cash equivalents

  19   8,035,714    4,642,522    151,667 
    

 

 

   

 

 

   

 

 

 
     14,200,980    11,888,143    388,375 
    

 

 

   

 

 

   

 

 

 

Total assets

     33,259,942    33,133,718    1,082,448 
    

 

 

   

 

 

   

 

 

 

   Notes  December 31,
2018
   December 31,
2019
   December 31,
2019
 
      NT$000   NT$000   US$000 

Assets

        

Non-current assets

        

Non-current financial assets at fair value through profit or loss

  11   11,471    11,038    369 

Non-current financial assets at fair value through other comprehensive income

  12   174,357    121,808    4,072 

Investment in associates

  13   3,863,741    3,392,910    113,437 

Non-current financial assets at amortized cost

  14,32   99,103    68,450    2,289 

Property, plant and equipment, net

  15,32   16,819,621    17,979,444    601,118 

Right-of-use assets

  16   —      687,068    22,971 

Deferred tax assets

  9   226,716    194,552    6,505 

Refundable deposits

     22,006    21,145    707 

Othernon-current assets

     28,560    67,126    2,244 
    

 

 

   

 

 

   

 

 

 
     21,245,575    22,543,541    753,712 
    

 

 

   

 

 

   

 

 

 

Current assets

        

Inventories

  17   1,778,835    1,767,642    59,099 

Current financial assets at amortized cost

  14   169,168    168,970    5,649 

Current contract assets

  4   299,835    377,869    12,634 

Accounts and notes receivable

  18   4,747,288    4,453,669    148,902 

Accounts receivable – related parties

     140    1,045    35 

Other receivables

     63,037    89,676    2,998 

Other receivables – related parties

     3,131    2,948    99 

Current tax assets

     139,595    138,941    4,645 

Prepayments

     44,592    57,502    1,922 

Cash and cash equivalents

  19   4,642,522    4,704,084    157,275 
    

 

 

   

 

 

   

 

 

 
     11,888,143    11,762,346    393,258 
    

 

 

   

 

 

   

 

 

 

Total assets

     33,133,718    34,305,887    1,146,970 
    

 

 

   

 

 

   

 

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Consolidated Statements of Financial Position (Continued)

December 31, 20172018 and 20182019

 

 

 

  Note  December 31,
2017
 December 31,
2018
 December 31,
2018
   Notes  December 31,
2018
 December 31,
2019
 December 31,
2019
 
     NT$000 NT$000 US$000      NT$000 NT$000 US$000 

Equity and liabilities

            

Capital and reserves

            

Issued capital

  21   8,862,971  7,528,577  245,952   21   7,528,577  7,272,401  243,143 

Capital surplus

  22   6,271,448  6,263,553  204,625   22   6,263,553  6,050,787  202,300 

Retained earnings

  22      22    

Legal reserve

     1,166,517  1,469,170  47,996      1,469,170  1,579,478  52,807 

Unappropriated retained earnings

     2,815,966  3,602,663  117,696      3,602,663  4,651,215  155,507 

Other reserve

        23    

Foreign currency translation reserve

     65,593  14,516  474      14,516  (89,682 (2,998

Unrealized gain on valuation ofavailable-for-sale financial assets

     678   —     —   

Unrealized gain on valuation of financial assets at fair value through other comprehensive income

     —    106,898  3,492      106,898  66,386  2,219 

Unearned employee awards

     (54,570 (1,701 (56     (1,701  —     —   

Treasury stock

  23   (1,007,654 (962,503 (31,444  24   (962,503  —     —   
    

 

  

 

  

 

     

 

  

 

  

 

 

Total equity

     18,120,949   18,021,173   588,735      18,021,173   19,530,585   652,978 
    

 

  

 

  

 

     

 

  

 

  

 

 

Non-current liabilities

            

Long-term bank loans

  24,32,34   7,498,853  9,042,096  295,397   25,30,32   9,042,096  8,293,226  277,273 

Long-term deferred revenue

  33   24,898   —     —   

Long-term lease obligations payable

     18,057   —     —   

Non-current lease liabilities

  30   —    668,384  22,346 

Deferred tax liabilities

  9   174,293  308,759  10,087   9   308,759  309,129  10,335 

Net defined benefit liability,non-current

  25   478,526  520,765  17,013   26   520,765  480,107  16,052 

Guarantee deposits

  32   1,371  1,092  35   30   1,092  1,095  37 

Othernon-current liabilities

     —    4,500  150 
    

 

  

 

  

 

     

 

  

 

  

 

 
     8,195,998  9,872,712  322,532      9,872,712  9,756,441  326,193 
    

 

  

 

  

 

     

 

  

 

  

 

 

Current liabilities

            

Current contract liabilities

     —    1,432  47   4   1,432  1,231  41 

Accounts payable

     687,960  637,271  20,819      637,271  819,548  27,401 

Accounts payable – related parties

     226  347  11      347   —     —   

Payables to contractors and equipment suppliers

     713,313  1,516,735  49,550      1,516,735  972,770  32,523 

Other payables

  26   1,980,182  1,678,482  54,835      1,678,482  2,004,266  67,010 

Other payables – related parties

     36  218  7      218   —     —   

Current tax liabilities

     273,177  546,342  17,849      546,342  386,832  12,933 

Current provisions

  27   127,311  29,352  959   27   29,352  1,998  67 

Current lease liabilities

  30   —    24,567  821 

Receipts in advance

     5,209  1,013  33      1,013  988  33 

Other current liabilities

     31,275  30,800  1,006      30,800  32,242  1,078 

Current refund liabilities

  28   —    32,627  1,066   28   32,627  26,000  869 

Long-term lease obligations payable, current portion

     11,785  17,792  581      17,792   —     —   

Long-term bank loans, current portion

  24,32,34   2,143,168  747,422  24,418   25,30,32   747,422  748,419  25,023 

Short-term bank loans

  29,32   969,353   —     —   
    

 

  

 

  

 

     

 

  

 

  

 

 
     6,942,995  5,239,833  171,181      5,239,833  5,018,861  167,799 
    

 

  

 

  

 

     

 

  

 

  

 

 

Total liabilities

     15,138,993   15,112,545   493,713      15,112,545   14,775,302   493,992 
    

 

  

 

  

 

     

 

  

 

  

 

 

Total equity and liabilities

     33,259,942   33,133,718   1,082,448      33,133,718   34,305,887   1,146,970 
    

 

  

 

  

 

     

 

  

 

  

 

 

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

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years endedYears Ended December 31, 2016, 2017, 2018 and 20182019

 

 

 

  Attributable to equity holders of the Company       
        Retained earnings (Note 22)  Other reserve             
  Issued
capital

(Note 21)
  Capital
surplus
(Note 22)
  Legal
reserve
  Unappropriated
retained
earnings
  Foreign
currency
translation
reserve
  Amounts
recognized in
other
comprehensive
income and
accumulated in
equity relating to
non-current assets
held for sale
  Unearned
employee
awards
  Treasury
stock
(Note 23)
  Total  Equity
attributable to
predecessors’
interests
  Total
equity
 
  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000 

January 1, 2016 (Adjusted)

  8,962,066   3,755,849   914,790   5,657,837   63,668   —     (447,323  —     18,906,887   2,127,532   21,034,419 

Profit (loss) for the year

  —     —     —     1,707,222   —     —     —     —     1,707,222   (306,012  1,401,210 

Other comprehensive loss for the year

  —     —     —     (36,141  (200,280  —     —     —     (236,421  —     (236,421
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income (loss)

  —     —     —     1,671,081   (200,280  —     —     —     1,470,801   (306,012  1,164,789 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Appropriations of prior year’s earnings:

           

Legal reserve (Note 22)

  —     —     223,047   (223,047  —     —     —     —     —     —     —   

Cash dividends (Note 22)

  —     —     —     (1,792,553  —     —     —     —     (1,792,553  —     (1,792,553

Share-based payments

  —     56,689   —     —     —     —     —     —     56,689   (128,602  (71,913

Restricted shares

  4,347   10,755   —     14   —     —     247,119   —     262,235   —     262,235 

Repurchase of shares (Note 23)

  —     —     —     —     —     —     —     (1,007,654  (1,007,654  —     (1,007,654

Reclassification to equity related tonon-current assets held for sale

  —     —     —     —     (287,645  287,645   —     —     —     —     —   

Effect of capital reorganization (Note 31)

  (96,750  3,065,533   —     (5,052,343  434,857   —     —     —     (1,648,703  (1,692,918  (3,341,621
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2016

  8,869,663   6,888,826   1,137,837   260,989   10,600   287,645   (200,204  (1,007,654  16,247,702   —     16,247,702 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

        Retained earnings (Note 22)  Other reserve (Note 23)       
  Issued
capital
(Note 21)
  Capital
surplus
(Note 22)
  Legal
reserve
  Unappropriated
retained
earnings
  Foreign
currency
translation
reserve
  Amounts
recognized in
other
comprehensive
income (loss)
and

accumulated in
equity relating to
non-current
assets held for
sale
  Unrealized gain
on valuation of
available-for-sale
financial assets
  Unearned
employee
awards
  Treasury
stock

(Note 24)
  Total
equity
 
  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000 

January 1, 2017

  8,869,663   6,888,826   1,137,837   260,989   10,600   287,645   —     (200,204  (1,007,654  16,247,702 

Profit for the year

  —     —     —     2,796,882   —     —     —     —     —     2,796,882 

Other comprehensive income (loss) for the year

  —     —     —     42,072   (232,652  —     678   —     —     (189,902
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income (loss)

  —     —     —     2,838,954   (232,652  —     678   —     —     2,606,980 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Appropriations of prior year’s earnings:

          

Legal reserve (Note 22)

  —     —     28,680   (28,680  —     —     —     —     —     —   

Cash dividends (Note 22)

  —     —     —     (257,026  —     —     —     —     —     (257,026

Cash distribution from capital surplus (Note 22)

  —     (599,728  —     —     —     —     —     —     —     (599,728

Restricted shares

  (6,692  (17,650  —     1,729   —     —     —     145,634   —     123,021 

Effect of disposal of subsidiary

  —     —     —     —     287,645   (287,645  —     —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2017

  8,862,971   6,271,448   1,166,517   2,815,966   65,593   —     678   (54,570  (1,007,654  18,120,949 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity (Continued)

For the years endedYears Ended December 31, 2016, 2017, 2018 and 20182019

 

 

 

  Attributable to equity holders of the Company 
        Retained earnings (Note 22)  Other reserve       
  Issued
capital
(Note 21)
  Capital
surplus
(Note 22)
  Legal
reserve
  Unappropriated
retained

earnings
  Foreign
currency
translation
reserve
  Amounts
recognized in
other
comprehensive
income (loss)
and
accumulated
in equity
relating to
non-current
assets

held for sale
  Unrealized gain
on valuation of

available-for-sale
financial assets
  Unearned
employee
awards
  Treasury stock
(Note 23)
  Total
equity
 
  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000 

January 1, 2017

  8,869,663   6,888,826   1,137,837   260,989   10,600   287,645   —     (200,204  (1,007,654  16,247,702 

Profit for the year

  —     —     —     2,796,882   —     —     —     —     —     2,796,882 

Other comprehensive income (loss) for the year

  —     —     —     42,072   (232,652  —     678   —     —     (189,902
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income (loss)

  —     —     —     2,838,954   (232,652  —     678   —     —     2,606,980 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Appropriations of prior year’s earnings:

          

Legal reserve (Note 22)

  —     —     28,680   (28,680  —     —     —     —     —     —   

Cash dividends (Notes 11 and 22)

  —     —     —     (257,026  —     —     —     —     —     (257,026

Cash distribution from capital surplus (Notes 11 and 22)

  —     (599,728  —     —     —     —     —     —     —     (599,728

Restricted shares

  (6,692  (17,650  —     1,729   —     —     —     145,634   —     123,021 

Effect of disposal of subsidiary

  —     —     —     —     287,645   (287,645  —     —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2017

  8,862,971   6,271,448   1,166,517   2,815,966   65,593   —     678   (54,570  (1,007,654  18,120,949 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

        Retained earnings (Note 22)  Other reserve (Note 23)       
  Issued
capital
(Note 21)
  Capital
surplus
(Note 22)
  Legal
reserve
  Unappropriated
retained
earnings
  Foreign
currency
translation
reserve
  Unrealized gain
on valuation of
financial assets
at fair value
through other
comprehensive
income
  Unrealized gain
(loss) on
valuation of
available-for-
sale

financial assets
  Unearned
employee
awards
  Treasury
stock

(Note 24)
  Total
equity
 
  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000 

January 1, 2018

  8,862,971   6,271,448   1,166,517   2,815,966   65,593   —     678   (54,570  (1,007,654  18,120,949 

Effects on initial application of IFRS 9 and IFRS 15

  —     —     —     65,050   —     42,843   (678  —     —     107,215 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

January 1, 2018 (Adjusted)

  8,862,971   6,271,448   1,166,517   2,881,016   65,593   42,843   —     (54,570  (1,007,654  18,228,164 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

  —     —     —     1,325,824   —     —     —     —     —     1,325,824 

Other comprehensive income (loss) for the year

  —     —     —     (45,807  (51,077  64,055   —     —     —     (32,829
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income (loss)

  —     —     —     1,280,017   (51,077  64,055   —     —     —     1,292,995 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Appropriations of prior year’s earnings:

          

Legal reserve (Note 22)

  —     —     302,653   (302,653  —     —     —     —     —     —   

Cash dividends (Note 22)

  —     —     —     (256,806  —     —     —     —     —     (256,806

Restricted shares (Note 34)

  (4,948  (7,967  —     1,089   —     —     —     52,869   —     41,043 

Capital reduction

  (1,329,446  72   —     —     —     —     —     —     45,151   (1,284,223
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2018

  7,528,577   6,263,553   1,469,170   3,602,663   14,516   106,898   —     (1,701  (962,503  18,021,173 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity (Continued)

For the years endedYears Ended December 31, 2016, 2017, 2018 and 20182019

 

 

 

  Attributable to equity holders of the Company 
        Retained earnings (Note 22)  Other reserve       
  Issued
capital
(Note 21)
  Capital
surplus
(Note 22)
  Legal
reserve
  Unappropriated
retained

earnings
  Foreign
currency
translation
reserve
  Unrealized gain on
valuation of
financial assets at
fair value through
other
comprehensive
income
  Unrealized gain
on valuation of

available-for-sale
financial assets
  Unearned
employee
awards
  Treasury stock
(Note 23)
  Total
equity
 
  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000 

January 1, 2018

  8,862,971   6,271,448   1,166,517   2,815,966   65,593   —     678   (54,570  (1,007,654  18,120,949 

Effects on initial application of IFRS 9 and IFRS 15

  —     —     —     65,050   —     42,843   (678  —     —     107,215 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

January 1, 2018 (Adjusted)

  8,862,971   6,271,448   1,166,517   2,881,016   65,593   42,843   —     (54,570  (1,007,654  18,228,164 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

  —     —     —     1,325,824   —     —     —     —     —     1,325,824 

Other comprehensive income (loss) for the year

  —     —     —     (45,807  (51,077  64,055   —     —     —     (32,829
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income (loss)

  —     —     —     1,280,017   (51,077  64,055   —     —     —     1,292,995 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Appropriations of prior year’s earnings:

          

Legal reserve (Note 22)

  —     —     302,653   (302,653  —     —     —     —     —     —   

Cash dividends (Notes 11 and 22)

  —     —     —     (256,806  —     —     —     —     —     (256,806

Restricted shares

  (4,948  (7,967  —     1,089   —     —     —     52,869   —     41,043 

Capital reduction

  (1,329,446  72   —     —     —     —     —     —     45,151   (1,284,223
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2018

  7,528,577   6,263,553   1,469,170   3,602,663   14,516   106,898   —     (1,701  (962,503  18,021,173 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
        Retained earnings (Note 22)  Other reserve (Note 23)       
  Issued
capital
(Note 21)
  Capital
surplus
(Note 22)
  Legal
reserve
  Unappropriated
retained
earnings
  Foreign
currency
translation
reserve
  Unrealized gain
(loss) on
valuation of
financial assets at
fair value through
other
comprehensive
income
  Unearned
employee
awards
  Treasury
stock

(Note 24)
  Total
equity
 
  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000 

January 1, 2019

  7,528,577   6,263,553   1,469,170   3,602,663   14,516   106,898   (1,701  (962,503  18,021,173 

Profit for the year

  —     —     —     2,508,574   —     —     —     —     2,508,574 

Other comprehensive income (loss) for the year

  —     —     —     17,372   (104,198  (40,440  —     —     (127,266
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income (loss)

  —     —     —     2,525,946   (104,198  (40,440  —     —     2,381,308 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Appropriations of prior year’s earnings:

       —     —     

Legal reserve (Note 22)

  —     —     110,308   (110,308  —     —     —     —     —   

Cash dividends (Note 22)

  —     —     —     (872,718  —     —     —     —     (872,718

Restricted shares (Note 34)

  (477  (412  —     10   —     —     1,701   —     822 

Cancellation of treasury stock (Note 24)

  (255,699  (212,354  —     (494,450  —     —     —     962,503   —   

Disposal of investment in associates (Note 13)

  —     —     —     72   —     (72  —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2019

  7,272,401   6,050,787   1,579,478   4,651,215   (89,682  66,386   —     —     19,530,585 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

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

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years endedYears Ended December 31, 2016, 2017, 2018 and 20182019

 

 

 

   

Note

  2016  2017  2018  2018 
      NT$000  NT$000  NT$000  US$000 

Cash flows from operating activities

       

Profit before income tax – continuing operations

     1,700,435   1,532,416   1,782,442   58,231 

Profit (loss) before income tax – discontinued operations

  20   (122,105  1,814,953   —     —   
    

 

 

  

 

 

  

 

 

  

 

 

 

Profit before income tax including discontinued operations

     1,578,330   3,347,369   1,782,442   58,231 

Adjustments to reconcile profit before income tax to net cash flows :

       

Depreciation of property, plant and equipment

  16   3,228,441   2,899,278   3,376,579   110,310 

Amortization of assets

     2,838   —     —     —   

Allowance (reversal) for impairment of accounts and notes receivable

     87   (87  —     —   

Expected credit losses

     —     —     348   12 

Interest expense

     145,151   192,839   152,416   4,979 

Interest income

     (42,307  (53,587  (49,971  (1,633

Dividend income

  8   —     —     (571  (19

Impairment of property, plant and equipment

  16   8,198   956   —     —   

Gain on valuation of financial assets at fair value through profit or loss

  8   —     (637  (1,485  (49

Gain on disposal of property, plant and equipment, net

     (6,839  (132,774  (14,274  (466

Gain on disposal of a subsidiary

  20   —     (1,843,234  —     —   

Insurance compensation income

  6   —     (486,858  (147  (5

Share of (profit) loss of associates

  4,14   (28,924  179,491   300,101   9,804 

Gain on disposal of long-term investment in associates

  8   —     (16,929  —     —   

Donations

     127   —     —     —   

Share-based payments

  5   356,463   123,021   41,043   1,341 

Deferred revenue

     (2,403  (11,995  (42,857  (1,400

Changes in operating assets and liabilities:

       

Current contract assets

     —     —     (44,858  (1,465

Accounts and notes receivable

     (480,348  127,800   (733,695  (23,969

Accounts receivable – related parties

     —     (240  (129  (4

Other receivables

     (124,226  (15,644  5,238   171 

Other receivables – related parties

     —     35,855   16,317   533 

Inventories

     (347,133  (63,910  (58,101  (1,898

Prepayments

     12,291   126,708   46,781   1,528 

Other financial assets

     17,243   1,600   —     —   

Financial assets at fair value through profit or loss

     —     637   1,447   47 

Other non-current assets

     6,914   6,914   6,914   226 

Current contract liabilities

     —     —     280   9 

Accounts payable

     215,555   (147,859  (50,689  (1,656

Accounts payable – related parties

     —     263   121   4 

Other payables

     (249,607  438,682   (301,711  (9,857

Other payables – related parties

     —     (43,144  182   6 

Current provisions

     (16,184  46,592   (27,803  (908

Receipts in advance

     2,150   (5,913  —     —   

Current refund liabilities

     —     —     (37,529  (1,226

Other current liabilities

     22,878   (15,469  (475  (16

Net defined benefit liability,non-current

     (15,886  (17,604  (17,722  (579
    

 

 

  

 

 

  

 

 

  

 

 

 

Cash generated from operations

     4,282,809   4,672,121   4,348,192   142,051 

Interest received

     44,413   47,815   48,590   1,587 

Dividend received

     5,730   14,325   6,184   202 

Interest paid

     (145,668  (189,381  (154,307  (5,041

Income tax paid

     (499,293  (387,590  (119,473  (3,903
    

 

 

  

 

 

  

 

 

  

 

 

 

Net cash generated from operating activities  

     3,687,991   4,157,290   4,129,186   134,896 
    

 

 

  

 

 

  

 

 

  

 

 

 

   Notes  2017  2018  2019  2019 
      NT$000  NT$000  NT$000  US$000 

Cash flows from operating activities

       

Profit before income tax – continuing operations

     1,532,416   1,782,442   3,022,253   101,045 

Profit before income tax – discontinued operations

  20   1,814,953   —     —     —   
    

 

 

  

 

 

  

 

 

  

 

 

 

Profit before income tax including discontinued operations

     3,347,369   1,782,442   3,022,253   101,045 

Adjustments to reconcile profit before income tax to net cash flows :

       

Depreciation expenses

  4,5,15,16   2,899,278   3,376,579   3,731,914   124,771 

Reversal for impairment of accounts and notes receivable

     (87  —     —     —   

Expected (reversal of) credit losses

     —     348   (806  (27

Interest expense

  4,7   192,839   152,416   171,075   5,720 

Interest income

  4,8   (53,587  (49,971  (64,368  (2,152

Dividend income

  8   —     (571  (585  (20

Impairment loss on property, plant and equipment

  6,15   956   —     9,938   332 

Gain on valuation of financial assets at fair value through profit or loss

  8,11   (637  (1,485  (1,317  (44

Gain on disposal of property, plant and equipment, net

  6   (132,774  (14,274  (20,271  (678

Gain on disposal of a subsidiary

  20   (1,843,234  —     —     —   

Insurance compensation income

  6   (486,858  (147  (10,435  (349

Share of loss of associates

  4,13   179,491   300,101   154,926   5,179 

Gain on disposal of investment in associates

  13   (16,929  —     (973,609  (32,551

Share-based payments

  5,34   123,021   41,043   822   27 

Deferred revenue

     (11,995  (42,857  (12,279  (410

Changes in operating assets and liabilities:

       

Financial assets at fair value through profit or loss

     637   1,447   1,750   59 

Current contract assets

     —     (44,858  (78,013  (2,608

Accounts and notes receivable

     127,800   (733,695  294,409   9,843 

Accounts receivable – related parties

     (240  (129  (905  (30

Other receivables

     (15,644  5,238   (8,082  (270

Other receivables – related parties

     35,855   16,317   12,437   416 

Inventories

     (63,910  (58,101  11,193   374 

Prepayments

     126,708   46,781   (4,333  (145

Other financial assets

     1,600   —     —     —   

Financial assets at fair value through profit or loss

     637   1,447   1,750   59 

Other non-current assets

     6,914   6,914   6,914   231 

Current contract liabilities

     —     280   (201  (7

Accounts payable

     (147,859  (50,689  182,277   6,094 

Accounts payable – related parties

     263   121   (347  (12

Other payables

     438,682   (301,711  331,207   11,073 

Other payables – related parties

     (43,144  182   (218  (7

Current provisions

     46,592   (27,803  (27,354  (914

Receipts in advance

     (5,913  —     —     —   

Current refund liabilities

     —     (37,529  (6,627  (222

Other current liabilities

     (15,469  (475  1,442   48 

Net defined benefit liability,non-current

     (17,604  (17,722  (19,742  (660
    

 

 

  

 

 

  

 

 

  

 

 

 

Cash generated from operations

     4,672,121   4,348,192   6,703,065   224,108 

Interest received

     47,815   48,590   67,105   2,244 

Dividends received

     14,325   6,184   20,585   688 

Interest paid

     (189,381  (154,307  (171,149  (5,722

Income tax paid

     (387,590  (119,473  (637,169  (21,303
    

 

 

  

 

 

  

 

 

  

 

 

 

Net cash generated from operating activities

     4,157,290   4,129,186   5,982,437   200,015 
    

 

 

  

 

 

  

 

 

  

 

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)

For the years endedYears Ended December 31, 2016, 2017, 2018 and 20182019

 

 

 

  

Note

  2016 2017 2018 2018   Notes  2017 2018 2019 2019 
     NT$000 NT$000 NT$000 US$000      NT$000 NT$000 NT$000 US$000 

Cash flows from investing activities

              

Proceeds from disposal of property, plant and equipment

     59,134  306,634  18,160  593      306,634  18,160  21,434  717 

Proceeds from insurance compensation

     —    486,858  147  5      486,858  147  10,435  349 

Net cash flow from disposal of a subsidiary

  32   —    1,781,213   —     —     30   1,781,213   —     —     —   

Proceeds from disposal of investment in associate

     —     —    1,180,179  39,458 

Acquisition of property, plant and equipment

  32   (4,471,465 (4,682,705 (4,154,198 (135,714  30   (4,682,705 (4,154,198 (5,440,621 (181,900

Acquisition ofavailable-for-sale financial assets

     —    (10,940  —     —        (10,940  —     —     —   

Acquisition of investment in associate

  14   —    (1,373,486 (794,694 (25,962  13,31   (1,373,486 (794,694  —     —   

Decrease (increase) in refundable deposits

     407  (11 (664 (21

(Increase) decrease in refundable deposits

     (11 (664 861  29 

Increase in other non-current assets

  32   (139,304  —     —     —        —     —    (45,480 (1,520

Increase in financial assets at amortized cost

     —     —    (198,030 (6,469

Increase in other non-current liabilities

     —     —    4,500  150 

(Increase) decrease in financial assets at amortized cost

     —    (198,030 30,851  1,031 

Increase in other financial assets

��    (5,466 (964  —     —        (964  —     —     —   
    

 

  

 

  

 

  

 

     

 

  

 

  

 

  

 

 

Net cash used in investing activities

     (4,556,694  (3,493,401  (5,129,279  (167,568     (3,493,401  (5,129,279  (4,237,841  (141,686
    

 

  

 

  

 

  

 

     

 

  

 

  

 

  

 

 

Cash flows from financing activities

         30     

Proceeds from short-term bank loans

     3,820,594  5,560,354  1,053,202  34,407      5,560,354  1,053,202  834,955  27,916 

Payments on short-term bank loans

     (4,969,469 (4,278,518 (2,022,555 (66,075     (4,278,518 (2,022,555 (834,955 (27,916

Payment on lease liabilities

     —     —    (48,161 (1,610

Proceeds from long-term bank loans

     10,560,000  148,829  12,663,550  413,706      148,829  12,663,550   —     —   

Payments on long-term bank loans

     (6,200,567 (1,124,699 (12,553,300 (410,104     (1,124,699 (12,553,300 (756,450 (25,291

Decrease in guarantee deposits

  32   (44 (33 (279 (9

Payments on repurchase of shares

  23   (1,007,654  —     —     —   

Cash paid in respect of share-based payments

     (292,623  —     —     —   

Cash dividend

  11,22   (1,792,553 (257,026 (256,806 (8,390

(Decrease) increase in guarantee deposits

     (33 (279 3    

Cash dividend paid

  22   (257,026 (256,806 (872,718 (29,178

Cash distribution from capital surplus

  11   —    (599,728  —     —     22   (599,728  —     —     —   

Payments on capital reduction

     —     —    (1,284,223 (41,954     —    (1,284,223  —     —   

Payments on capital reorganization

  31,32   (3,341,621  —     —     —   
    

 

  

 

  

 

  

 

     

 

  

 

  

 

  

 

 

Net cash used in financing activities

     (3,223,937  (550,821  (2,400,411  (78,419     (550,821  (2,400,411  (1,677,326  (56,079
    

 

  

 

  

 

  

 

     

 

  

 

  

 

  

 

 

Net increase (decrease) in cash and cash equivalents

     (4,092,640 113,068  (3,400,504 (111,091     113,068  (3,400,504 67,270  2,250 

Effect of foreign exchange rate changes

     (73,447 (38,617 7,312  239      (38,617 7,312  (5,708 (191

Cash and cash equivalents at beginning of year

  19   12,127,350  7,961,263  8,035,714  262,519   19   7,961,263  8,035,714  4,642,522  155,216 
    

 

  

 

  

 

  

 

     

 

  

 

  

 

  

 

 

Cash and cash equivalents at end of year

  19   7,961,263   8,035,714   4,642,522   151,667   19   8,035,714   4,642,522   4,704,084   157,275 
    

 

  

 

  

 

  

 

     

 

  

 

  

 

  

 

 

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

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2016, 2017, 2018 and 20182019

 

 

 

1.

Corporate and group information

ChipMOS TECHNOLOGIES INC. (the “Company” or “ChipMOS Taiwan”) was incorporated in the Republic of China (“ROC”) on July 28, 1997. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in the research, development, manufacturing and sale of high-integration and high-precision integrated circuits and related assembly and testing services. On April 11, 2014, the Company’s shares were listed on the Taiwan Stock Exchange (“TWSE”). On November 1, 2016, the Company’s American Depositary Shares (“ADSs”) was listed on the NASDAQ Global Select Market and traded under the ticker symbol “IMOS”.

As of October 31, 2016, the former parent company, ChipMOS TECHNOLOGIES (Bermuda) LTD. (“ChipMOS Bermuda”) owned 60.25% of ChipMOS Taiwan’s outstanding shares, was merged with and into ChipMOS Taiwan, with the latter being the surviving company after the merger, pursuant to the agreement and plan of merger, dated January 21, 2016, by and between ChipMOS Bermuda and ChipMOS Taiwan (the “Merger”). Detailed information about the capital reorganization is provided in Note 2 cc).

As of November 30, 2016, the Board of Directors of the Company approved an agreement to form a joint-venture between the Company and Tsinghua Unigroup Ltd. (“Tsinghua Unigroup”). Under the joint-venture agreement, ChipMOS TECHNOLOGIES (BVI) LTD. (“ChipMOS BVI”), a wholly-owned subsidiary of ChipMOS Taiwan, sold 54.98% of the equity interests of its wholly-owned subsidiary, Unimos Microelectronics (Shanghai) Co., Ltd. (“Unimos Shanghai”) formerly known as ChipMOS TECHNOLOGIES (Shanghai) LTD. and renamed in July 2018, to a group led by Tsinghua Unigroup (“strategic investors”). After the consummation of such equity interest transfer, ChipMOS BVI owns 45.02% of the equity interests of Unimos Shanghai. As of December 31, 2016, theThe assets, liabilities and equity related to Unimos Shanghai have beenwere reclassified as held for sale and presented as discontinued operations for satisfying the definition of discontinued operations. The equity transfer was completedoperations and disposed of in March 2017. Please see Note 20 for detailed information.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

 

2.

Basis of preparation of financial statements and principal accounting policies

 

 a)

Basis of preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”), which collective term includes all applicable individual IFRSs, International Accounting Standards (“IASs”) issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”) of the IASB.

The consolidated financial statements have been prepared on a historical cost basis, except for the following items:
(a)

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), International Financial Reporting Interpretations Committee (“IFRIC”) interpretations and Standing Interpretations Committee (“SIC”) interpretations issued by the International Accounting Standards Board (“IASB”), (collectively, “IFRSs”).

 

 (a)(b)

Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:

i)

Financial assets at fair value through profit or loss (including derivative instruments).

 

 (b)ii)

Financial assets at fair value through other comprehensive income.

 

 (c)iii)

Defined benefit liabilities were recognized based on the net amount of pension fund assets less the present value of benefit obligation.

(c)

These consolidated financial statements are presented in New Taiwan dollars (“NT$”), which is the Company’s functional currency.

(d)

The initial adoption of IFRS 9 “Financial Instruments” (“IFRS 9”) and IFRS 15 “Revenue from Contracts with Customers” (“IFRS 15”) is effective on January 1, 2018, the Group has elected to apply modified retrospective approach whereby the cumulative impact of the application was recognized as retained earnings or other equity interest as of January 1, 2018 and the financial statements for the year ended December 31, 2017 were not restated. The financial statements for the year ended December 31, 2017 were prepared in compliance with IAS 39 “Financial Instruments”, IAS 18 “Revenue” and relating interpretations. Please refer to Notes 39 and 40 for details of significant accounting policies.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

2.

Basis of preparation of financial statements and principal accounting policies (continued)

 

 b)

New and amended standards adopted by the group

 

New Standards, Interpretations and Amendments

  Effective date issued by
IASB

IFRS 9, “Financial Instruments”16, “Leases”

  January 1, 2018

IFRS 15, “Revenue from Contracts with Customers”

January 1, 20182019

 

 (a)

IFRS 9 “Financial Instruments”16 “Leases” (“IFRS 16”), supersedes IAS 17 “Leases” (“IAS 17”) and the related interpretations issued by the Standing Interpretation Committee. The standard requires lessees to recognize aright-of-use asset and a lease liability (except for those leases with terms of 12 months or less and leases oflow-value assets). The accounting stays the same for lessors, which is to classify their leases as either finance leases or operating leases and account for those two types of leases differently. IFRS 16 only requires enhanced disclosures to be provided by lessors.

 

 (i)(b)

Debt instruments are classifiedThe Group has elected to apply IFRS 16 by not restating the comparative information (referred herein as financialthe “simplified retrospective approach”) when applying IFRSs effective in 2019. Accordingly, the Group increasedright-of-use assets measured at the fair value through profit or loss, financialand lease liabilities by NT$898,387 thousand and NT$884,275 thousand, respectively, and decreased leased assets measured at fair value through other comprehensive income or financial assets measured at amortized cost according to the characteristics of the entity’s business model and the contractual cash flows. Equity instruments are classified as financial assets measured at the fair value through profit or loss, unless an entity irrevocably designates an investment in equity instruments that is not held for trading as measured at fair value through other comprehensive income.lease obligations payable by NT$31,904 thousand and NT$17,792 thousand, respectively.

 

 (ii)(c)

The expected loss model is used to assessGroup has adopted the impairment lossesfollowing practical expedients permitted by the standard at the date of debt instruments. The 12 months expected credit loss or lifetime expected credit loss is adopted if the credit riskinitial application of a financial instrument has increased significantly since the initial recognition at each statement of financial position date. Unless the instrument has been impaired, the interest income is calculated on the gross carrying amount of the asset; if the instrument has been impaired, the interest income after the impairment is calculated based on the book value (net of allowance) of the asset. The Group shall always measure the loss allowance at an amount equal to lifetime expected credit losses for trade receivables that do not contain a significant financing component.IFRS 16:

 

 (iii)i)

Reassessment as to whether a contract is, or contains, a lease is not required, instead, the application of IFRS 9 “Financial Instruments” (“IFRS 9”) replaces16 depends on whether or not the provisions ofcontracts were previously identified as leases applying IAS 39 “Financial Investments” (“IAS 39”) that relate to the recognition, classification17 and measurement of financial assets and financial liabilities, derecognition of financial instruments, impairment of financial assets and hedge accounting. The new accounting policies are set out in Note 2 j)IFRIC 4 “Determining whether an Arrangement contains a Lease”. In accordance with the transitional provisions in IFRS 9, comparative figures have not been restated with the exception of certain aspects of hedge accounting.

 

ii)

The use of a single discount rate to a portfolio of leases with reasonably similar characteristics.

iii)

The accounting for operating leases whose period will end before December 31, 2019 as short-term leases and accordingly, rent expense of NT$ 28,126 thousand was recognized for the year ended 2019.

(d)

The Group calculated the present value of lease liabilities by using the incremental borrowing interest rate, ranging from 1.7895% to 3.9474%.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

2.

Basis of preparation of financial statements and principal accounting policies (continued)

 

 b)

New and amended standards adopted by the group (continued)

 

 (a)(e)

IFRS 9 “Financial Instruments” (continued)The reconciliation between operating lease commitments for the remaining lease payments under IAS 17 and lease liabilities recognized as of January 1, 2019, measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate is as follows:

 

(iv)
NT$000

Operating lease commitments disclosed by applying IAS 17 as of December 31, 2018

320,214

Add: Lease payable recognized under finance lease by applying IAS 17 as of December 31, 2018

17,792

Less: Short-term leases

(28,121

Add: Adjustments as a result of a different treatment of extension and termination options

874,298

The application of

Total lease contracts amount recognized as lease liabilities by applying IFRS 9 from16 on January 1, 2018 resulted in changes in accounting policies and adjustments to2019

1,184,183

Incremental borrowing interest rate at the amountsdate of initial application

1.7895%~3.9474%

Lease liabilities recognized in the financial statements. Please refer to Note 41 for the details of significant effects as of January 1, 2018 on2019 by applying the aforementioned new standard.IFRS 16

884,275

(b)

IFRS 15 “Revenue from Contracts with Customers” and amendments

(i)

IFRS 15 “Revenue from Contracts with Customers” (“IFRS 15”) replaces IAS 11 “Construction Contracts”, IAS 18 “Revenue” and relevant interpretations. According to IFRS 15, revenue is recognized when a customer obtains control of promised goods or services. A customer obtains control of goods or services when a customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset.

(ii)

The core principle of IFRS 15 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following five steps:

Step

1: Identify the contract(s) with a customer.

Step

2: Identify the performance obligations in the contract(s).

Step

3: Determine the transaction price.

Step

4: Allocate the transaction price to the performance obligations in the contract(s).

Step

5: Recognize revenue when (or as) the entity satisfies the performance obligation.

Furthermore, IFRS 15 includesOther Amendments to IFRSs not listed above are not expected to have a set of comprehensive disclosure requirements that requires an entity to disclose sufficient information to enable users of financial statements to understandmaterial impact on the nature, amount, timingGroup in the current or future reporting periods and uncertainty of revenue and cash flows arising from contracts with customers.on foreseeable future transactions.

(iii)

When applying IFRS 15 effective from January 1, 2018, the Group intends not to restate the financial statements of prior period, the cumulative impact of the application was recognized as retained earnings as of January 1, 2018. The Group applied IFRS 15 only to incomplete contracts as of January 1, 2018. The new accounting policies are set out in Note 2 s). Please refer to Note 42 for the details of significant effects as of January 1, 2018 on applying the aforementioned new standard.

 

 c)

New and revised International Financial Reporting Standards not yet adopted

Amendments to IFRSs which have been published but are not mandatory for the financial year ending December 31, 2018 are not expected to have a material impact on the Group. Major Amendment to IFRSs that are not yet effective are listed below:

New Standards, Interpretations and Amendments

Effective date issued by
IASB

IFRS 16, “Leases”

January 1, 2019

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

2.

Basis of preparation of financial statements and principal accounting policies (continued)

c)

New and revised International Financial Reporting Standards not yet adopted (continued)

IFRS 16, “Leases”, supersedes IAS 17, “Leases” and related interpretations. The standard requires lessees to recognize aright-of-use asset and a lease liability (except for those leases with terms of 12 months or less and leases oflow-value assets). The accounting treatment is the same for lessors, who classify their leases as either finance leases or operating leases and account for those two types of leases differently. IFRS 16 only requires enhanced disclosures to be provided by lessors.

The Group has reported its preliminary assessment to the Board of Directors in the fourth quarter of 2018 and determined IFRS 16 will have significant impact on the Group’s financial position. The Group intends to apply the simplified transition approach and will not restate comparative amounts for the years prior to first adoption.

In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:

the use of a single discount rate to a portfolio of leases with reasonably similar characteristics,

the accounting for operating leases with a remaining lease term of less than 12 months as of January 1, 2019 as short-term leases,

the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

At the date of January 1, 2019, the Group considers to adopt the modified retrospective transitional provisions of IFRS 16, and expected to increaseright-of-use asset and lease liabilities by NT$898,387 thousand (US$29,349 thousand) and NT$884,275 thousand (US$28,888 thousand), respectively; and decrease lease asset by NT$31,904 thousand (US$1,042 thousand) and lease obligations payable NT$17,792 thousand (US$581 thousand).

Other Amendments to IFRSs not listed above are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.None.

 

 d)

Basis of consolidation

The consolidated financial statements include the accounts of ChipMOS Taiwan and all entities controlled by ChipMOS Taiwan. The financial statements of subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to thenon-controlling interests, even if this results in thenon-controlling interests having a deficit balance. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control described in the accounting policy for subsidiaries below.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and thenon-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the

(a)

Basis for preparation of consolidated financial statements:

 

i)

All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

ii)

Transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

iii)

Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to thenon-controlling interests. Total comprehensive income is attributed to the owners of the parent and to thenon-controlling interests even if this results in a deficit balance in thenon-controlling interests.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

2.

Basis of preparation of financial statements and principal accounting policies (continued)

 

 d)

Basis of consolidation (continued)

 

amount by which thenon-controlling interests are adjusted and the fair value
(a)

Basis for preparation of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any investment retained and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and anynon-controlling interests. The Group’s share of components previously recognized in other comprehensive income is reclassified to consolidated statements of comprehensive income or retained profits, as appropriate, on the same basis as would be required if the Group had directly disposed of the related assets or liabilities.

Subsidiaries included in the consolidated financial statements: (continued)

 

        Percentage of
Ownership (%)
 
        December 31, 

Name of investor

 

Name of investee

 

Main businesses

 

Location

 2017  2018 

The Company

 ChipMOS U.S.A., Inc. (“ChipMOS USA”) Research, development and marketing of semiconductors, circuits, and electronic related products San Jose, USA  100   100 

The Company

 ChipMOS BVI Holding company British Virgin Islands  100   100 
iv)

Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions withnon-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which thenon-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

v)

When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

(b)

Subsidiaries included in the consolidated financial statements:

            Percentage of
Ownership (%)
 
            December 31, 

Name of investor

  

Name of investee

  

Main businesses

  

Location

  2018   2019 

The Company

  ChipMOS U.S.A., Inc. (“ChipMOS USA”)  Research, development and marketing of semiconductors, circuits, and electronic related products  San Jose, USA   100    100 

The Company

  ChipMOS BVI  Holding company  British Virgin Islands   100    100 

(c)

Subsidiaries not included in the consolidated financial statements: None.

(d)

Adjustments for subsidiaries with different statements of financial position dates: Not applicable.

(e)

No significant restrictions on the ability of subsidiaries to transfer funds to parent company.

(f)

Subsidiaries that havenon-controlling interests that are material to the Group: None.

 

 e)

Significant judgments and estimatesForeign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The preparation of consolidated financial statements requires management to make judgments, estimatesare presented in NT$, which is the Company’s functional currency and assumptions that affect the recorded amounts of assets, liabilities, revenue and expenses of the Group. The Group continually evaluates these estimates, including those related to share-based payments, impairment of receivables, impairment ofnon-financial assets, depreciation of property, plant and equipment, defined benefit plans, deferred tax assets and deferred tax liabilities. The Group bases its estimates on historical experience and other assumptions, which it believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that periods, or in the period of the revision and future periods if the revision affects both current and future periods.

Management has considered the development, selection and disclosure of the Group’s critical accounting policies and estimates.

Judgments

In the process of applying the Group’s accounting policies, management has made the following judgments which have the most significant effect on the amounts recognized in the consolidated financial statements:

presentation currency.

 

(a)

Foreign currency transactions and balances

i)

Foreign currency transactions are translated into the functional currency using the exchange rates on the trade date or measurement date. Therefore, foreign exchange differences resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

2.

Basis of preparation of financial statements and principal accounting policies (continued)

 

 e)

Significant judgments and estimatesForeign currency translation (continued)

 

(a)

Foreign currency transactions and balances (continued)

Provisions for deficiency compensation

ii)

Monetary assets and liabilities denominated in foreign currencies at the period end arere-translated at the exchange rates prevailing at the statements of financial position date. Exchange differences arising uponre-translation are recognized in profit or loss on the statements of financial position date.

iii)

Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss arere-translated at the exchange rates prevailing at the statements of financial position date; their exchange differences are recognized in profit or loss.Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income arere-translated at the exchange rates prevailing at the statements of financial position date; their exchange differences are recognized in other comprehensive income. However,non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the initial dates of the transactions.

iv)

All foreign exchange differences are presented in the statement of comprehensive income under “Other gains and losses” by the nature of transactions.

(b)

Translation of foreign operations

The Group is primarily providing high-integration and high-precision integrated circuit of the packaging and testing services. In cases of deficiencies in the assembly and testing services provided, the Group has to clarify the reason for deficiencies and attribution of responsibility. The Group follows the guidance of IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” to determine provisions for deficiency compensation. Since the timing and amount of these provisions are based on assumptions and estimates it requires management to make critical judgments.

Estimates and assumptions

Revenue recognition

The Group recognizes revenue from services for assembly, LCDD and Bumping based on the progress towards completion of performance obligation during the service period. The Group estimates total expected input costs based on historical experience and measures the progress towards completion by the actual input costs relative to the total expected input costs.

Refund liabilities

The Group estimates sales refund liabilities for sales allowance based on historicaloperating results and other known factors. Provisions for such liabilitiesfinancial position of all the group entities, associates that have different functional currency and presentation currency are recorded as a deduction to revenues whentranslated into the sales are recognized. The Group reassesses the reasonableness of estimates of discounts and returns periodically.

Causes and effects of accounting change

By considering the Group’s experience on using similar property, plant and equipment in prior periods as well as by referring to the experience from peer industry, on November 10, 2016, the Board of Directors approved to change the estimated useful lives of certain properties from 11 years to 16 years and certain equipment from 2~6 years to 2~8 years effectively from November 1, 2016, in order to better reflect economic benefits from usage of those properties and equipment. The impact on depreciation expenses of current and future periods were expectedpresentation currency as follows:

 

   2016   2017   2018   2019 
   NT$000   NT$000   NT$000   NT$000 

Decrease in depreciation expenses

   (119,737   (605,259   (391,669   (164,863
  

 

 

   

 

 

   

 

 

   

 

 

 
i)

Assets and liabilities for each statements of financial position are translated at the exchange rates prevailing at the statements of financial position date;

ii)

Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

iii)

All exchange differences are recognized in other comprehensive income.

 

 f)

Property, plantClassification of current and equipmentnon-current assets and depreciationliabilities

Property, plant and equipment

(a)

Assets that meet one of the following criteria are classified as current assets:

i)

Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;

ii)

Assets held mainly for trading purposes;

iii)

Assets that are expected to be realized within 12 months from the statements of financial position date;

iv)

Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than 12 months after the statements of financial position date.

All assets that do not meet the above criteria are stated at cost, less provision for depreciation and impairment losses, if any.

The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable cost of bringing the asset to its working condition and location for its intended use. Expenditure incurred after the item has been put into operation, suchclassified as repairs and maintenance and overhaul costs, is normally charged to the consolidated statements of comprehensive income in the year in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in future economic benefits expected to be obtained from the use of the item, the expenditure is capitalized as an additional cost of the item. When an item of property, plant and

non-current assets.

 

(b)

Liabilities that meet one of the following criteria are classified as current liabilities:

i)

Liabilities that are expected to be settled within the normal operating cycle;

ii)

Liabilities arising mainly from trading activities;

iii)

Liabilities that are to be settled within 12 months from the statements of financial position date;

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

2.

Basis of preparation of financial statements and principal accounting policies (continued)

 

 f)

Property, plantClassification of current and equipmentnon-current assets and depreciationliabilities (continued)

 

equipment is disposed of or retired, its cost and accumulated depreciation are removed from the financial statements and any gain or loss resulting from the disposal or retirement, being the difference between the net proceeds and the carrying amount of the asset, is included in consolidated statements of comprehensive income.

Depreciation is provided on the straight-line method, based on the estimated useful life of the individual assets, as follows:
(b)

Liabilities that meet one of the following criteria are classified as current liabilities: (continued)

 

iv)
Buildings5

Liabilities for which the repayment date cannot be unconditionally extended to 51 years

Machinery and equipment2 to 8 years
Tools2 to 4 years
Other equipment2 to 6 yearsmore than 12 months after the statements of financial position date. Liabilities bearing terms that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Where parts of an item of property, plant and equipment have different useful lives,All liabilities that do not meet the cost of that item is allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives and the depreciation methodabove criteria are reviewed, and adjusted if appropriate, at least at each financial year end.

An item of property, plant and equipment including any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognized in the consolidated statements of comprehensive income in the year the asset is derecognized is the difference between the net sales proceeds and the carrying amount of the relevant asset.classified asnon-current liabilities.

 

 g)

Impairment ofnon-financial assetsCash equivalents

WhereCash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an indicationinsignificant risk of impairment exists,changes in value (including time deposits with less than 3 months contract period). Time deposits that meet the above definition and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

h)

Financial assets at fair value through profit or loss

(a)

Financial assets at fair value through profit or loss are financial assets that are not measured at amortized cost or fair value through other comprehensive income.

(b)

On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using settlement date accounting.

(c)

At initial recognition, the Group measures the financial assets at fair value and recognizes the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognizes the gain or loss in profit or loss.

(d)

The Group recognizes the dividend income when the right to receive such payment is confirmed, inflow of the future economic benefits associated with the dividend is probable to the Group and the amount of the dividend can be measured reliably.

(i)

Financial assets at fair value through other comprehensive income

(a)

Financial assets at fair value through other comprehensive income comprise equity instruments which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognize changes in fair value in other comprehensive income.

(b)

On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognized and derecognized using settlement date accounting.

(c)

At initial recognition, the Group measures the financial assets at fair value plus transaction costs. The Group subsequently measures the financial assets at fair value.

The changes in fair value of equity instruments that were recognized in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognized as income when periodical impairment testing for an assetthe right to receive such payment is required (other than inventories, deferred tax assetsconfirmed, inflow of the future economic benefits associated with the dividend is probable to the Group and financial assets), the recoverable amount of the asset is estimated. An asset’s recoverable amount is the higher of the value in use of the asset or cash-generating unit to which it belongs and its fair value less costs to sell, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is recognized only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using apre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to the consolidated statements of comprehensive income in the period in which it arises in those expense categories consistent with the function of the impaired asset.

An assessment is made at the end of each reporting period as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss of an asset is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been determined (net of any depreciation), had no impairment loss been recognized for the asset in prior years. A reversal of such impairment loss is credited to the consolidated statements of comprehensive income in the period in which it arises.

dividend can be measured reliably.

 

j)

Financial assets at amortized cost

(a)

Financial assets at amortized cost are those that meet all of the following criteria:

i)

The objective of the Group’s business model is achieved by collecting contractual cash flows.

ii)

The financial assets’ contractual cash flows represent solely payments of principal and interest.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 2018

2.

Basis of preparation of financial statements and principal accounting policies (continued)

h)

Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined on a weighted average cost basis and includes all costs of purchase, costs of conversion, and other costs incurred in bringing the inventories to their present location and condition.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

When inventories are consumed, the carrying amount of those inventories is recognized as cost of revenue in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as cost of revenue in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognized as a reduction in the amount of inventories recognized as cost of revenue in the period in which the reversal occurs.

i)

Non-current assets held for sale

Non-current assets are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction rather than through continuing use, and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell.

j)

Investments and other financial assets

Classification

From 1 January, 2018, the group classifies its financial assets in the following measurement categories:

(a)

those to be measured subsequently at fair value (either through other comprehensive income (“OCI”) or through profit or loss), and

(b)

those to be measured at amortized cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (“FVTOCI”).

Recognition and derecognition

Regular way purchases or sales of financial assets are recognized on settlement date, the date on which the group complete the purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 20182019

 

 

 

2.

Basis of preparation of financial statements and principal accounting policies (continued)

 

 j)

Investments and other financialFinancial assets at amortized cost (continued)

 

(b)

The Group’s bank deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.

Measurement

k)

Accounts and notes receivable

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss.

(a)

Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.

Debt instruments

(b)

The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

Subsequent measurement of debt instruments depends on the group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the group classifies its debt instruments:

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss.

FVTPL: Assets that do not meet the criteria for amortized cost or FVTOCI are measured at FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognized in profit or loss.

Equity instruments

The group subsequently measures all equity investments at fair value. Where the group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss as other income when the group’s right to receive payments is established.

Changes in the fair value of financial assets at FVTPL are recognized in othernon-operating income (expenses) in the statement of comprehensive income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVTOCI are not reported separately from other changes in fair value.

Impairment
l)

Impairment of financial assets

For financial assets at amortized cost, at each reporting date, the Group recognizes the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognizes the impairment provision for the lifetime expected credit losses if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Group recognizes the impairment provision for lifetime expected credit losses.

m)

Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset have expired.

 

n)

Inventories

Inventories are initially recorded at standard costs. Cost is determined on a weighted-average cost basis. At the end of reporting period, the differences between actual costs and standard costs were allocated to inventories and cost of revenue based on an appropriate rate. Allocation of fixed production overheads is based on the normal operating capacity of the production facilities. Costs associated with underutilized capacity are expensed in the period that the cost occurs.

Inventories are valued at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The item by item approach is used in raw materials. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs.

o)

Investments in associates

(a)

Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognized at cost.

(b)

The Group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interests in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 2018

2.

Basis of preparation of financial statements and principal accounting policies (continued)

k)

Investments in associates

The Group’s investments in associates are accounted for using the equity method. An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of an entity, but is not control or joint control over those policies. Any difference between the acquisition cost and the Group’s share of the net fair value of the identifiable assets and liabilities of associates is accounted for as follows:

(a)

Any excess of the acquisition cost over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill and is included in the carrying amount of the investment. Amortization of goodwill is not permitted.

(b)

Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities of an associate over the acquisition cost, after reassessing the fair value, is recognized as a gain in profit or loss on the acquisition date.

Under the equity method, the investments in associates are carried on the statements of financial position at cost plus post acquisition changes in the Group’s share of profit or loss and other comprehensive income of associates. The Group’s share of changes in associates’ profit or loss and other comprehensive income are recognized directly in profit or loss and other comprehensive income, respectively, of the Group. Distributions received from an associate reduce the carrying amount of the investment. Any unrealized gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group’s interest in the associate.

Upon an associate’s issuance of new shares, if the Group takes up more shares than its original proportionate holding while maintaining its significant influence over that associate, such increase would be accounted for as an acquisition of an additional equity interest in the associate. Upon an associate’s issuance of new shares, if the Group does not take up proportionate shares and reduces its shareholding while maintaining its significant influence over that associate, the Group will treat the transaction as deemed disposal and reclassify to profit or loss the proportion of the gain or loss previously recognized in other comprehensive income relating to that reduction in ownership interest where appropriate.

The Group ceases to use the equity method upon loss of significant influence over an associate. Any difference between the carrying amount of the investment in an associate upon loss of significant influence and the fair value of the retained investment plus proceeds from disposal will be recognized in profit or loss.

The Group determines at each reporting date whether there is any objective evidence that the investments in associates are impaired. An impairment loss, being the difference between the recoverable amount of the associate and its carrying value, is recognized in profit or loss in the consolidated statements of comprehensive income and forms part of the carrying amount of the investments.

l)

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

2.

Basis of preparation of financial statements and principal accounting policies (continued)

l)

Financial liabilities (continued)

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs.

The Group’s financial liabilities include bank loans, accounts payable and other monetary liabilities.

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification as follows:

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognized in the consolidated statements of comprehensive income when the liabilities are derecognized through the effective interest rate amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included in finance costs in the consolidated statements of comprehensive income.

Notes and accounts payable

Notes and accounts payable are obligations to pay for raw materials, goods or services that have been acquired in the ordinary course of business from suppliers. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. However, short-term accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

m)

Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled, or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is recognized in the consolidated statements of comprehensive income.

n)

Dividends

Dividends are recommended by the Board of Directors to the Shareholders’ approval pursuant to the Company’s Article of Incorporation.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 20182019

 

 

 

2.

Basis of preparation of financial statements and principal accounting policies (continued)

 

 o)

Operating lease chargesInvestments in associates (continued)

Where the Group has the use of assets held under operating leases, payments made under the leases are charged to the consolidated statements of comprehensive income in equal installments over the accounting periods covered by the lease term, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased assets. Lease incentives received are recognized in the consolidated statements of comprehensive income as an integral part of the aggregate net lease payments made. Contingent rentals, if any, are charged to the consolidated statements of comprehensive income in the accounting period in which they are incurred.

(c)

When changes in an associate’s equity that are not recognized in profit or loss or other comprehensive income of the associate and such changes not affecting the Group’s ownership percentage of the associate, the Group recognizes the Group’s share of change in equity of the associate in “Capital surplus” in proportion to its ownership.

(d)

Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interests in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

(e)

In the case where an associate issues new shares and the Group does not subscribe or proportionately acquire the new shares, which results in a change in the Group’s ownership percentage of the associate while maintaining significant influence on the associate, then the Group will treat the transaction as deemed disposal and reclassify to profit or loss the proportion of the gain or loss previously recognized in other comprehensive income relating to that reduction in ownership interest where appropriate.

(f)

When the Group disposes of its investment in an associate, if it loses significant influence on this associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it still retains significant influence on this associate, then the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

 

 p)

Treasury stockProperty, plant and equipment

Treasury stock is stated at cost and shown as a deduction in equity. When the Company retires treasury stock, the treasury stock account is reduced and the share capital as well as the capital surplus – share premium are reversed on a pro rata basis. When the book value of the treasury stock exceeds the sum of par value and share premium, the difference is charged to respective capital surplus and to retained earnings for any remaining amount.

 

 q)(a)

Provisions for deficiency compensationProperty, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

A provision is recognized when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.

When the effect of discounting is material, the amount recognized for a provision is the present value at the end of the reporting period of the future expenditures expected to be required to settle the obligation. The increase in the discounted present value amount arising from the passage of time is included in finance costs in the consolidated statements of comprehensive income.

 

 r)(b)

Foreign currency translationSubsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Foreign currency transactions are initially recorded using the functional currency rates ruling at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rates of exchange ruling at the end of the reporting period. All differences are taken to profit or loss.Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. The functional currencies of certain overseas subsidiaries are currencies other than the New Taiwan dollars. As at the end of the reporting period, the assets and liabilities of these entities are translated into the presentation currency of the Company at the exchange rates ruling at the end of the reporting period, and their income and expense items are translated into New Taiwan dollars at the weighted average exchange rates for the year.

(c)

Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

 

(d)

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financialyear-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8 “Accounting Policies, Change in Accounting Estimates and Errors”, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

Buildings5 to 51 years
Machinery and equipment2 to 8 years
Tools2 to 4 years
Others2 to 6 years

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 2019

2.

Basis of preparation of financial statements and principal accounting policies (continued)

q)

Leases

Effective from 2019

Leasing arrangements (lessee)right-of-use assets / lease liabilities

(a)

Leases are recognized as aright-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of low value assets, lease payments are recognized as an expense on a straight-line basis over the lease term.

(b)

Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate.

Lease payments are comprised of the following:

i)

Fixed payments, less any lease incentives receivable;

ii)

The exercise price of a purchase option, if the lessee is reasonably certain to exercise that option.

The Group subsequently measures the lease liability at amortized cost using the interest method and recognizes interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognized as an adjustment to theright-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

(c)

At the commencement date, theright-of-use asset is stated at the amount of the initial measurement of lease liability. Theright-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognized as an adjustment to theright-of-use asset.

Prior to 2019

Leased assets / operating leases (lessee)

(a)

Based on the terms of a lease contract, a lease is classified as a finance lease if the Group assumes substantially all the risks and rewards incidental to ownership of the leased asset.

i)

A finance lease is recognized as an asset and a liability at the lease’s commencement at the lower of the fair value of the leased asset or the present value of the minimum lease payments.

ii)

The minimum lease payments are apportioned between the finance charges and the reduction of the outstanding liability. The finance charges are allocated to each period over the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

iii)

Property, plant and equipment held under finance leases are depreciated over their estimated useful lives. If there is no reasonable certainty that the Group will obtain ownership at the end of the lease, the asset shall be depreciated over the shorter of the lease term and its useful life.

(b)

Payments made under an operating lease (net of any incentives received from the lessor) are recognized in profit or loss on a straight-line basis over the lease term.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

 

 

 

2.

Basis of preparation of financial statements and principal accounting policies (continued)

 

 r)

Foreign currency translation (continued)Impairment ofnon-financial assets

The resulting exchange differences are recorded in other comprehensive income and the cumulative balance is included in foreign currency translation reserve in the consolidatedGroup assesses at each statements of changes in equity. On disposalfinancial position date the recoverable amounts of a foreign entity, the deferred cumulative amount recognized in foreign currency translation reserve relating tothose assets where there is an indication that particular foreign operationthey are impaired. An impairment loss is recognized in the consolidated statements of comprehensive income. For the purpose of the consolidated statements of cash flows, the cash flows of overseas subsidiaries are translated into New Taiwan dollars at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of overseas subsidiaries which arise throughout the year are translated into New Taiwan dollars at the weighted average exchange rates for the year.amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

 

 s)

Revenue recognitionLoans

Loans comprise long-term and short-term bank loans. Loans are recognized initially at fair value, net of transaction costs incurred. Loans are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized as interest expense in profit or loss over the period of the loans using the effective interest method.

t)

Accounts payable

Accounts payable are liabilities for purchases of raw materials, goods or services. The short-term accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

u)

Provisions for deficiency compensation

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the statements of financial position date, which is discounted using apre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision arising from the passage of time is recognized as interest expense. Provisions are not recognized for future operating losses.

v)

Employee benefits

(a)

Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees and should be recognized as expenses when the employees render service.

(b)

Pensions

i)

Defined contribution plans

For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in future payments.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

2.

Basis of preparation of financial statements and principal accounting policies (continued)

v)

Employee benefits (continued)

(b)

Pensions (continued)

ii)

Defined benefit plans

1.

Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in the current period or prior periods. The liability recognized in the statements of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the statements of financial position date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The discount rate is determined by using the interest rates of government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.

2.

Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.

3.

Past service costs are recognized immediately in profit or loss.

(c)

Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognizes an expense as it can no longer withdraw an offer of termination benefits, or it recognizes related restructuring costs, whichever is primarily engagedearlier. Benefits that are expected to be due more than 12 months after statements of financial position date shall be discounted to their present value.

(d)

Employees’ compensation and directors’ remuneration

Employees’ compensation and directors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal obligation or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in the customized assembly and testing services of high-integration and high-precision integrated circuits based on customer’s specification demand to create or enhance the product. When providing assembly and testing services, the Group considers:estimates.

w)

Employee share-based payments

Restricted shares

 

 (a)

Restricted shares issued to employees are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period.

(b)

For restricted shares where those shares do not restrict distribution of dividends to employees and employees are not required to return the dividends received if they resign during the vesting period, the Group recognizes the fair value of the dividends received by employees who are expected to resign during the vesting period as a compensation cost at the date the dividends were declared.

(c)

For restricted shares where employees do not need to pay to acquire those shares, if an employee resigns during the vesting period, the Group will recover and retire those shares at no cost.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

2.

Basis of preparation of financial statements and principal accounting policies (continued)

x)

Income tax

(a)

The income tax expense for the period comprises current and deferred tax. Income tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the income tax is recognized in other comprehensive income or equity.

(b)

The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the statements of financial position date in the countries where the Group and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional income tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the profit generated.

(c)

Deferred tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated statements of financial position. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted at the statements of financial position date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

(d)

Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each statements of financial position date, unrecognized and recognized deferred tax assets are reassessed.

(e)

A deferred tax asset shall be recognized for the carryforward of unused tax credits resulting from equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilized.

(f)

If a change in tax rate is enacted or substantively enacted, the Group recognizes the effect of the change immediately in the period in which the change occurs. The effect of the change on items recognized outside profit or loss is recognized in other comprehensive income or equity while the effect of the change on items recognized in profit or loss is recognized in profit or loss.

y)

Issued capital

(a)

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares in net proceeds of tax are shown in equity as a deduction.

(b)

Where the Company repurchases the Company’s shares that have been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

2.

Basis of preparation of financial statements and principal accounting policies (continued)

z)

Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

aa)

Revenue recognition

(a)

The Group is primarily engaged in the customized assembly and testing services of high-integration and high-precision integrated circuits based on customer’s specification demand to create or enhance the product. When providing assembly and testing services, the Group considers:

i)

Customer controls the provided raw materials and the Group receives the instruction from the customer on providing assembly and testing services and subsequent treatments.

 

 (b)ii)

The Group provides assembly and testing services to create or enhance an asset which is solely provided and controlled by the customer. The Group has no right to transfer the asset for another use.

As the asset ownership belongs to the customer, who bears the significant risk and rewards and rights on the use of the asset, the Group recognizes assembly and testing service revenue over time based on the progress towards completion of performance obligation during the service period.

(b)

The progress towards completion on assembly services, services for Liquid Crystal Display and other Flat-Panel Display Driver Semiconductors (“LCDD”) and Bumping are measured by the actual input costs relative to estimate total expected input costs. The progress towards completion on testing services is measured by the actual incurred testing volume. The Group believes that aforementioned methods are the most appropriate manner to measure the satisfaction of performance obligation to customers because the input costs incurred to assembly and testing volume completed in testing services are based on customer’s specification and not linear over the duration of these services. Customer payment on assembly and testing services is based on predetermined payment schedule. A contract asset is recognized when the Group provides services in excess of customer’s payment.

bb)

Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group’s chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chairman of the Board of Directors that makes strategic decisions.

cc)

Critical accounting judgments, estimates and key sources of assumption uncertainty

The preparation of the accompanying consolidated financial statements requires management to make critical judgments in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other Flat-Panel Display Driver Semiconductors (“LCDD”)factors. Such assumptions and Bumping are measured by the actual input costs relative to estimate total expected input costs. The progress towards completion on testing services is measured by the actual incurred testing volume comparing to planned total testing volume. The Group believes that aforementioned methods are the most appropriate manner to measure the satisfactionestimates have a significant risk of performance obligation to customers because the input costs incurred to assembly and testing volume complete in testing services are based on customer’s specification and not linear over the duration of these services. Customer payment on assembly and testing services is based on predetermined payment schedule. A contract asset is recognized when the Group provides services in excess of customer’s payment. A contract liability is recognized upon receipt of prepayment fromcausing a customer for its performance obligation to transfer services in the future.

Interest income

Interest income is recognized on an accrual basis using the effective interest method by applying the rate that discounts the estimated future cash receipts through the expected life of the financial instrumentmaterial adjustment to the net carrying amountamounts of assets and liabilities within the next financial asset.

year; and the related information is addressed below:

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

2.

Basis of preparation of financial statements and principal accounting policies (continued)

 

 t)cc)

ResearchCritical accounting judgments, estimates and development costs

Research and development costs that do not meet the criteria of internally generated intangible assets of IAS 38 “Intangible Assets” are expensed in the period in which it is incurred.

u)

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are charged to the consolidated statements of comprehensive income in the period in which they are incurred.

v)

Pension and other post-employment benefits

The Group operates defined contribution and defined benefit plans in the ROC. For defined contribution retirement benefit plans, payments to the benefit plan are recognized as an expense when the employees have rendered service entitling them to the contribution. For defined benefit retirement plans, the cost of providing benefit is recognized based on actuarial calculations.

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the year end. Remeasurements are recognized in other comprehensive income in the period which they incur. Past service costs are recognized in the consolidated statements of comprehensive income on the earlier of the date of the plan amendment or curtailment, and the date that the Group recognizes restructuring-related costs. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognizes i) service costs comprising current service costs, past service costs, gains and losses on curtailments andnon-routine settlements, and ii) net interest expense or income, under cost of revenue, research and development expenses, sales and marketing expenses and general and administrative expenses in the consolidated statements of comprehensive income.

Employee entitlements to annual leave are recognized when they accrue to employees. An accrual is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the reporting period.

w)

Share-based payments

Restricted shares

Restricted shares issued to employees are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period.

For restricted shares where those shares do not restrict distribution of dividends to employees and employees are not required to return the dividends received if they resign during the vesting period, the Group recognizes the fair value of the dividends received by the employees who are expected to resign during the vesting period as compensation cost at the date of dividends declared.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

2.

Basiskey sources of preparation of financial statements and principal accounting policiesassumption uncertainty (continued)

w)

Share-based payments (continued)

For restricted shares where employees do not need to pay to acquire those shares, if the employees who resign during the vesting period, the Group will recover and retire those shares at no cost.

x)

Income tax

Income tax represents the sum of current and deferred tax. Income tax relating to items recognized outside profit or loss is recognized outside profit or loss, either in other comprehensive income or directly in equity.

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period, taking into consideration interpretations and practices prevailing in the countries in which the Group operates.

Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, the carryforward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences, the carryforward of unused tax credits and unused tax losses can be utilized, except:

when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

in respect of deductible temporary differences associated with investments in subsidiaries, associates and joint ventures, deferred tax assets are only recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

2.

Basis of preparation of financial statements and principal accounting policies (continued)

x)

Income tax (continued)

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered.

Deferred tax is calculated, without discounting, at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Current income tax assets and liabilities are offset and the net amount reported in the statements of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

If a change in tax rate is enacted or substantively enacted, the Group recognizes the effect of the change immediately in the period in which the change occurs. The effect of the change on items recognized outside profit or loss is recognized in other comprehensive income or equity while the effect of the change on items recognized in profit or loss is recognized in profit or loss.

y)

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and short-term highly liquid investments which are readily convertible into known amounts of cash, are subject to an insignificant risk of changes in value, and have a short maturity of generally within 3 months when acquired.

z)

Related parties

 

 (a)

A person, or a close memberCritical judgments in applying the Group’s accounting policies

Provisions for deficiency compensation

The Group is primarily engaged in the research, development, manufacturing, sale, and assembly and testing of high-integration and high-precision integrated circuits. In any cases where deficiencies in the assembly and testing services arise, the Group has to clarify the reason for deficiencies and attribute of responsibilities. The Group follows the guidance of IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” to determine warranty provisions. Since the timing and amount of these warranties are based on assumptions and estimates it requires management to make critical judgments.

(b)

Critical accounting estimates and assumptions

Revenue recognition

i)

The Group recognizes revenue from services for assembly, LCDD and Bumping based on the progress towards completion of that person’s family, is relatedperformance obligation during the service period. The Group estimates total expected input costs based on historical experience and measures the progress towards completion by the actual input costs relative to the Group if that person:total expected input costs.

 

 (i)

has control or joint control over the Group;

(ii)

has significant influence over the Group; or

(iii)

is a member of key management personnel of the Group or the Group’s parent.

or

(b)

An entity is related to the Group if any of the following conditions applies:

(i)ii)

The entityGroup estimates sales refund liabilities for sales allowance based on historical results and other known factors. Provisions for such liabilities are recorded as a deduction to revenues when the sales are recognized. The Group are membersreassesses the reasonableness of the same group.estimates of discounts and returns periodically.

(ii)

One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

(iii)

The entity and the Group are joint ventures of the same third party.

(iv)

One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

2.

Basis of preparation of financial statements and principal accounting policies (continued)

z)

Related parties (continued)

(v)

The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group.

(vi)

The entity is controlled or jointly controlled by a person identified in (a).

(vii)

A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

aa)

Subsidiaries

A subsidiary is an entity (including a structured entity) controlled by the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the investee).

When the Company has, directly or indirectly, less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

the contractual arrangement with the other vote holders of the investee;

rights arising from other contractual arrangements; and

the Group’s voting rights and potential voting rights

The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognize its share in the subsidiary’s loss proportionately.

Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions withnon-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owner. Any difference between the amount by which thenon-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

bb)

Fair value measurement

The Group measures its accrued pension cost at fair value at the end of each reporting period. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

2.

Basis of preparation of financial statements and principal accounting policies (continued)

bb)

Fair value measurement (continued)

A fair value measurement of anon-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed at the measurement date. An active market is a market in which trading for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Inputs other than quoted prices from Level 1 that are observable information for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s financial instruments without active market is included in Level 3.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

cc)

Capital reorganization

The Company merged with ChipMOS Bermuda on October 31, 2016 and the transaction was accounted as capital reorganization within the Group. When presenting comparative financial statements, the Company presented it as if ChipMOS Bermuda had always been combined and the financial statements were restated retrospectively. The assets and liabilities acquired from ChipMOS Bermuda was measured by using book value method, and any differences between the consideration given by the Company and the aggregate book value of the assets and liabilities of ChipMOS Bermuda was first accounted for as addition (deduction) in capital surplus arises from share premium, if the share premium is insufficient, the amount will be accounted for as deduction from retained earnings. In addition, on the effective date of the Merger, the Company reclassified its shares originally held by ChipMOS Bermuda as treasury stock and cancelled those shares with deduction in share premium equal to the proportion of retired shares. If the share premium is insufficient, the amount will be accounted for as deduction from retained earnings. Transaction costs attributable to the Merger are accounted for as deduction from equity.

When presenting comparative financial statements, the Company presented it as if ChipMOS Bermuda had always been combined and the financial statements were restated retrospectively. Net income attributable to ChipMOS Bermuda prior to the Merger were presented as “Predecessors’ interests”.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

 

3.

Translation into U.S. dollar amounts

The Company maintains its accounts and expresses its consolidated financial statements in New Taiwan dollars. For convenience purposes, U.S. dollar amounts presented in the accompanying consolidated financial statements have been translated from New Taiwan dollars to U.S. dollars at the noon buying rate in the City of New York for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York as of December 31, 2018,2019, which was NT$30.6129.91 to US$1.00. These convenience translations should not be construed as representations that the New Taiwan dollar amounts have been, or could in the future be, converted into U.S. dollars at this or any other rate of exchange.

 

4.

Segment Information

The Group engages mainly in the assembly and testing of semiconductors, memory module and investing. In accordance with IFRS 8 “Operating Segments”, the Group’s chief operating decision maker has been identified as the Chairman of the Board of Directors, who reviews these segment results by Testing, Assembly, Testing and Assembly for Liquid Crystal Display and other Flat-Panel Display Driver Semiconductors (“LCDD”) and Bumping when making decisions about allocating resources and assessing the performance of the Group. The information of the segments’ other assets and liabilities are not regularly provided to the Chairman of the Board of Directors for decision making. Financial segment information is as below:

   2016 
   Testing  Assembly  LCDD  Bumping  Others  Elimination  Total
continuing
operations
  Discontinued
operations
 
   NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000 

Revenue

         

External customers

   4,587,054   5,880,780   4,920,302   2,999,457   —     —     18,387,593   1,005,166 

Inter-segment

   —     1,103   —     510   41,670   (43,283  —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenue

   4,587,054   5,881,883   4,920,302   2,999,967   41,670   (43,283  18,387,593   1,005,166 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit (loss)

   1,346,874   143,220   963,698   (341,356  (82,331  (31,530  1,998,575   (146,263

Depreciation expenses

   (664,026  (635,481  (1,167,908  (622,412  (565  488   (3,089,904  (141,375

Interest income

   —     —     —     —     51,756   (13,202  38,554   3,753 

Interest expense

   —     —     —     —     (144,545  —     (144,545  (606

Share of profit (loss) of associates

   —     —     —     —     (128,866  157,790   28,924   —   

Purchase of property, plant and equipment

   771,500   554,162   910,457   887,144   49   —     3,123,312   1,567,683 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 2019

4.

Segment Information

a)

General information

The Group engages mainly in the assembly and testing of semiconductors, memory modules and investing. In accordance with IFRS 8 “Operating Segments”, the Group’s segments include Testing, Assembly, Testing and Assembly for LCDD, Bumping and others as the five reportable segments.

b)

Measurement of segment information

The Group’s reportable segments are strategic business units which provide different products and services. The accounting policies adopted by the operating segments are the same as the accounting policies described in Note 2.

c)

Information about segment profit or loss

The Group recognized revenue based on the progress towards completion of performance obligation during the service period.

The segment information provided to the chief operating decision maker for the reportable segments is as follows:

   2017 
   Testing  Assembly  LCDD  Bumping  Others  Elimination  Total
continuing
operations
  Discontinued
operations
 
   NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000 

Revenue

         

External customers

   4,838,246   5,259,281   4,789,869   3,053,459   —     —     17,940,855   227,095 

Inter-segment

   —     —     247   —     35,808   (36,055  —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenue

   4,838,246   5,259,281   4,790,116   3,053,459   35,808   (36,055  17,940,855   227,095 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit (loss)

   1,448,939   (55,198  1,285,495   (336,123  (100,545  (2,687  2,239,881   (25,394

Depreciation expenses

   (673,393  (597,500  (1,048,587  (579,605  (503  310   (2,899,278  —   

Interest income

   —     —     —     —     53,123   —     53,123   464 

Interest expense

   —     —     —     —     (190,425  —     (190,425  (2,414

Share of profit (loss) of associates

   —     —     —     —     1,347,851   (1,527,342  (179,491  —   

Purchase of property, plant and equipment

   836,894   655,879   2,615,153   594,765   —     —     4,702,691   —   

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

 

 

 

4.

Segment Information (continued)

 

   2017 
   Testing  Assembly  LCDD  Bumping  Others  Elimination  Total
continuing
operations
  Discontinued
operations
 
   NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000 

Revenue

         

External customers

   4,838,246   5,259,281   4,789,869   3,053,459   —     —     17,940,855   227,095 

Inter-segment

   —     —     247   —     35,808   (36,055  —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenue

   4,838,246   5,259,281   4,790,116   3,053,459   35,808   (36,055  17,940,855   227,095 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit (loss)

   1,448,939   (55,198  1,285,495   (336,123  (100,545  (2,687  2,239,881   (25,394

Depreciation expenses

   (673,393  (597,500  (1,048,587  (579,605  (503  310   (2,899,278  —   

Interest income

   —     —     —     —     53,123   —     53,123   464 

Interest expense

   —     —     —     —     (190,425  —     (190,425  (2,414

Share of profit (loss) of associates

   —     —     —     —     1,347,851   (1,527,342  (179,491  —   

Purchase of property, plant and equipment

   836,894   655,879   2,615,153   594,765   —     —     4,702,691   —   
c)

Information about segment profit or loss (continued)

 

   2018 
   Testing  Assembly  LCDD  Bumping  Others  Elimination  Total
continuing
operations
  Total
continuing
operations
 
   NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  US$000 

Revenue

         

External customers

   4,790,097   4,679,676   5,694,720   3,315,534   —     —     18,480,027   603,725 

Inter-segment

   —     —     —     —     35,738   (35,738  —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenue

   4,790,097   4,679,676   5,694,720   3,315,534   35,738   (35,738  18,480,027   603,725 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Timing of revenue recognition

         

At a point in time

   —     —     —     —     35,738   (35,738  —     —   

Over time

   4,790,097   4,679,676   5,694,720   3,315,534   —     —     18,480,027   603,725 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   4,790,097   4,679,676   5,694,720   3,315,534   35,738   (35,738  18,480,027   603,725 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit (loss)

   1,306,742   (207,700  1,226,755   (202,497  (23,433  (146  2,099,721   68,596 

Depreciation expenses

   (769,660  (578,205  (1,400,784  (627,412  (518  —     (3,376,579  (110,310

Interest income

   —     —     —     —     49,971   —     49,971   1,633 

Interest expense

   —     —     —     —     (152,416  —     (152,416  (4,979

Share of profit (loss) of associates

   —     —     —     —     (668,377  368,276   (300,101  (9,804

Purchase of property, plant and equipment

   1,563,919   321,976   2,732,141   327,251   283   —     4,945,570   161,567 

   2018 
   Testing  Assembly  LCDD  Bumping  Others  Elimination  Total
continuing
operations
 
   NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000 

Revenue

        

External customers

   4,790,097   4,679,676   5,694,720   3,315,534   —     —     18,480,027 

Inter-segment

   —     —     —     —     35,738   (35,738  —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenue

   4,790,097   4,679,676   5,694,720   3,315,534   35,738   (35,738  18,480,027 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit (loss)

   1,306,742   (207,700  1,226,755   (202,497  (23,433  (146  2,099,721 

Depreciation expenses

   (769,660  (578,205  (1,400,784  (627,412  (518  —     (3,376,579

Interest income

   —     —     —     —     49,971   —     49,971 

Interest expense

   —     —     —     —     (152,416  —     (152,416

Share of profit (loss) of associates

   —     —     —     —     (668,377  368,276   (300,101

Purchase of property, plant and equipment

   1,563,919   321,976   2,732,141   327,251   283   —     4,945,570 

 

   2019 
   Testing  Assembly  LCDD  Bumping  Others  Elimination  Total
continuing
operations
 
   NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  NT$000 

Revenue

        

External customers

   4,257,800   5,148,877   6,922,205   4,008,999   —     —     20,337,881 

Inter-segment

   —     —     —     —     32,808   (32,808  —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenue

   4,257,800   5,148,877   6,922,205   4,008,999   32,808   (32,808  20,337,881 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit (loss)

   709,142   (227,096  1,740,720   232,404   1,931   18   2,457,119 

Depreciation expenses

   (802,740  (521,311  (1,796,951  (604,553  (6,359  —     (3,731,914

Interest income

   —     —     —     —     64,368   —     64,368 

Interest expense

   —     —     —     —     (171,075  —     (171,075

Share of profit (loss) of associates

   —     —     —     —     (370,351  215,425   (154,926

Purchase of property, plant and equipment

   764,105   548,063   3,077,806   506,635   47   —     4,896,656 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

4.

Segment Information (continued)

 

c)

Information about segment profit or loss (continued)

Geographic

The application of IFRS 16 had the following impact on the segment information of revenue:in 2019:

 

   2016   2017   2018   2018 
   NT$000   NT$000   NT$000   US$000 

Area

        

ROC

   12,728,014    13,152,419    14,751,766    481,926 

Japan

   1,855,674    2,257,296    1,825,479    59,637 

Singapore

   3,087,835    1,798,585    1,143,661    37,362 

Others

   716,070    732,555    759,121    24,800 
  

��

 

   

 

 

   

 

 

   

 

 

 
   18,387,593    17,940,855    18,480,027    603,725 
  

 

 

   

 

 

   

 

 

   

 

 

 
   Testing   Assembly   LCDD   Bumping   Others   Elimination   Total
continuing
operations
 
   NT$000   NT$000   NT$000   NT$000   NT$000   NT$000   NT$000 

Depreciation expenses increased

   7,631    6,035    10,703    1,137    5,808    —      31,314 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest expense increased

   4,207    3,260    5,862    492    319    —      14,140 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

d)

Reconciliation for segment income (loss)

Revenue from external customers and segment income (loss) reported to the chief operating decision maker are measured using the same method as for revenue fromand operating profit in the financial statements. Thus, no reconciliation is needed.

e)

Information on products and services

   2017   2018   2019 
   NT$000   %   NT$000   %   NT$000   % 

Testing

   4,838,246    27    4,790,097    26    4,257,800    21 

Assembly

   5,259,281    29    4,679,676    25    5,148,877    25 

LCDD

   4,789,869    27    5,694,720    31    6,922,205    34 

Bumping

   3,053,459    17    3,315,534    18    4,008,999    20 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   17,940,855    100    18,480,027    100    20,337,881    100 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

f)

Geographical information

   2017   2018   2019 
   NT$000   NT$000   NT$000 

Revenue

      

ROC

   13,152,419    14,751,766    15,875,027 

Japan

   2,257,296    1,825,479    1,905,032 

Singapore

   1,798,585    1,143,661    1,333,114 

People’s Republic of China (“PRC”)

   162,579    163,831    789,496 

Others

   569,976    595,290    435,212 
  

 

 

   

 

 

   

 

 

 
   17,940,855    18,480,027    20,337,881 
  

 

 

   

 

 

   

 

 

 

   2018   2019 
   NT$000   NT$000 

Non-current assets

    

ROC

   16,847,172    18,727,979 

Others

   1,009    5,659 
  

 

 

   

 

 

 
   16,848,181    18,733,638 
  

 

 

   

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

4.

Segment Information (continued)

g)

Major customer information

The information on the major customers representing at leastwhich constituted more than 10% of the Group’s total revenue:revenue for the years ended December 31, 2017, 2018 and 2019 is as follows:

 

  2016   2017   2018   2018   2017   2018   2019 
  Amount   %   Amount   %   Amount   %   Amount   Amount   %   Amount   %   Amount   % 
  NT$000       NT$000       NT$000       US$000   NT$000       NT$000       NT$000     

Customers

                          

Customer A

   3,370,285    18    3,434,873    19    3,794,991    21    123,979    3,434,873    19    3,794,991    21    4,756,755    23 

Customer K

   2,633,431    14    2,742,882    15    2,637,053    14    86,150    2,742,882    15    2,637,053    14    2,419,612    12 

Customer C

   1,870,675    10    1,530,209    9    1,957,467    11    63,949    1,530,209    9    1,957,467    11    2,048,260    10 

Customer X

   999,117    6    1,328,752    7    1,977,427    10 

Customer I

   3,085,190    17    1,798,111    10    1,101,956    6    36,000    1,798,111    10    1,101,956    6    1,315,527    6 

The revenue generated from the above customers is mainly from the segments of Assembly and LCDD.

h)

Contract assets and liabilities:

The Group has recognized the following contract assets and liabilities in relation to revenue from contracts with customers:

 

   December 31, 2018 
   NT$000   US$000 

Contract assets

   299,835    9,795 
  

 

 

   

 

 

 

Contract liabilities (Advance payments)

   1,432    47 
  

 

 

   

 

 

 

The Group uses operating profit (loss) as the measurement for segment profit (loss) and the basis of performance assessment. There was no material inconsistency between the accounting policies of the operating segment and the accounting policies described in Note 2.

   January 1,
2018
   December 31,
2018
   December 31,
2019
 
   NT$000   NT$000   NT$000 

Contract assets

   254,997    299,835    377,869 
  

 

 

   

 

 

   

 

 

 

Contract liabilities (Advance payments)

   1,152    1,432    1,231 
  

 

 

   

 

 

   

 

 

 

Contract assets have increased as the Group has completed more services in excess of customer’s payment. The Group also recognized ainformation relating to loss allowance for contract assets following the adoption of IFRS 9, seeis provided in Note 35 b) for further information.33 a).

Revenue recognized in the current reporting period amounted to NT$1,013766 thousand was related to carried-forward contract liabilities but was not related tofor performance obligations that werenot satisfied in prior year.

All of the service contracts are for periods of one year or less. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed. As of December 31, 2018,2019, the Group hasdid not recognized an asset in relation to costs to fulfilfulfill a service contract.

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

5.

Operating costs and expenses

 

  2016   2017   2018   2018   2017   2018   2019 
  NT$000   NT$000   NT$000   US$000   NT$000   NT$000   NT$000 

Change of finished goods and work in process

   (19,498   31,977    —      —      31,977    —      —   

Consumption of raw materials and supplies

   3,346,540    3,036,350    3,079,909    100,617 

Raw materials and supplies used

   3,036,350    3,079,909    3,575,283 

Employee benefit expenses

   5,317,125    5,895,778    5,606,833    183,170    5,895,778    5,606,833    6,075,773 

Depreciation and amortization

   3,089,904    2,899,278    3,376,579    110,310 

Other expenses

   4,745,253    4,530,425    4,464,499    145,851 

Depreciation expenses

   2,899,278    3,376,579    3,731,914 

Others

   4,530,425    4,464,499    4,590,720 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total operating costs and expenses

   16,479,324    16,393,808    16,527,820    539,948    16,393,808    16,527,820    17,973,690 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Employee benefit expenses

              

Salaries

   4,109,393    4,847,433    4,628,039    151,194    4,847,433    4,628,039    5,114,790 

Directors remuneration

   16,810    27,276    18,456    603 

Director’s remuneration

   27,276    18,456    26,266 

Labor and health insurance

   351,232    390,788    406,111    13,267    390,788    406,111    422,106 

Pension

   183,293    198,502    201,567    6,585    198,502    201,567    194,173 

Share-based payments

   356,463    123,021    41,043    1,341    123,021    41,043    822 

Other personnel expenses

   299,934    308,758    311,617    10,180    308,758    311,617    317,616 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 
   5,317,125    5,895,778    5,606,833    183,170    5,895,778    5,606,833    6,075,773 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

a)

In accordance with the Company’s Articles of Incorporation, employees’ compensation is based on the current year’s earnings, which should first be used to cover accumulated deficits, if any, and then 10% of the remaining balance distributed as employees’ compensation, including distributions to certain qualifying employees in affiliate companies, and no more than 0.5% as directors’ remuneration. Subject to the Board of Directors’ approval, employees’ compensation may be made by way of cash or share issuance. Distribution of employees’ compensation and directors’ remuneration shall be presented and reported in the subsequent shareholders’ meeting.

b)

Based on profit distributable as of the end of reporting period, for the years ended December 31, 2017, 2018 and 2019, the employees’ compensation were accrued at NT$371,912 thousand, NT$199,027 thousand and NT$338,356 thousand, respectively; the directors’ remuneration were accrued at NT$18,596 thousand, NT$9,951 thousand and NT$16,918 thousand, respectively.

c)

For the year of 2018, employees’ compensation and directors’ remuneration recognized were consistent with the amounts resolved in the Board of Directors’ meetings.

 

6.

Other operating income (expenses), net

 

  2016   2017   2018 2018   2017   2018   2019 
  NT$000   NT$000   NT$000 US$000   NT$000   NT$000   NT$000 

Gain on disposal of property, plant and equipment, net

   2,575    132,777    14,274  466    132,777    14,274    20,271 

Impairment on property, plant and equipment

   (8,198   (956   —     —   

Impairment loss on property, plant and equipment

   (956   —      (9,938

Gain on disposal of scrapped materials

   30,476    27,940    59,380  1,940    27,940    59,380    43,652 

Gain on disposal of items purchased on behalf of others

   48,812    26,417    31,268  1,021    26,417    31,268    15,080 

Royalty income

   —      11,998    43,224  1,412    11,998    43,224    12,336 

Insurance compensation income

   7,033    486,858    147  5    486,858    147    10,435 

Others

   9,608    7,800    (779 (25   7,800    (779   1,092 
  

 

   

 

   

 

  

 

   

 

   

 

   

 

 
   90,306    692,834    147,514   4,819    692,834    147,514    92,928 
  

 

   

 

   

 

  

 

   

 

   

 

   

 

 

 

7.

Finance costs

   2016   2017   2018  2018 
   NT$000   NT$000   NT$000  US$000 

Interest expenses

       

Bank loans

   157,254    208,486    170,476   5,569 

Lease obligations payable

   212    708    482   16 

Less: Amounts capitalized in qualifying assets

   (12,921   (18,769   (18,542  (606
  

 

 

   

 

 

   

 

 

  

 

 

 
   144,545    190,425    152,416   4,979 

Finance expense

   34,571    26,858    37,832   1,236 
  

 

 

   

 

 

   

 

 

  

 

 

 
   179,116    217,283    190,248   6,215 
  

 

 

   

 

 

   

 

 

  

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

7.

Finance costs

   2017   2018   2019 
   NT$000   NT$000   NT$000 

Interest expenses

      

Bank loans

   208,486    170,476    171,840 

Lease liabilities

   —      —      14,349 

Lease obligations payable

   708    482    —   

Less: Amounts capitalized in qualifying assets

   (18,769   (18,542   (15,114
  

 

 

   

 

 

   

 

 

 
   190,425    152,416    171,075 

Finance expense

   26,858    37,832    9,187 
  

 

 

   

 

 

   

 

 

 
   217,283    190,248    180,262 
  

 

 

   

 

 

   

 

 

 

 

8.

Othernon-operating income (expenses), net

 

  2016   2017   2018   2018   2017   2018   2019 
  NT$000   NT$000   NT$000   US$000   NT$000   NT$000   NT$000 

Interest income

              

Bank deposits

   38,554    53,123    49,051    1,603    53,123    49,051    59,901 

Financial assets at amortized cost

   —      —      920    30    —      920    4,467 

Foreign exchange gains (losses), net

   (195,326   (418,970   93,104    3,041    (418,970   93,104    (154,993

Gain on valuation of financial assets at fair value through profit or loss

   621    637    1,485    49    637    1,485    1,317 

Gain on disposal of long-term investment in associates

   —      16,929    —      —   

Rental income

   8,203    11,075    7,819    255    11,075    7,819    9,249 

Dividend income

   —      —      571    19    —      571    585 

Reimbursement of ADSs service charge

   —      23,707    13,269    433    23,707    13,269    4,292 

Grant income

   —      —      925 

Others

   —      2,808    6,851    224    2,808    6,851    970 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 
   (147,948   (310,691   173,070    5,654    (327,620   173,070    (73,287
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

9.

Income tax expense

Income tax expense arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions, based on existing legislation, interpretations and practices in respect thereof.

The amendment to the Income Tax Act in ROC has been approved and promulgated in February 2018 to raise the profit-seeking enterprise income tax rate from 17% to 20%, decrease the tax rate on unappropriated retained earnings from 10% to 5%, and abandon the imputation tax credit account effective from fiscal year starting January 1, 2018.

The statutory tax rates for the years ended December 31, 2016 and 2017 for ChipMOS Taiwan and Unimos Shanghai were 17% and 25%, respectively. The statutory tax rate for the year ended December 31, 2018 for ChipMOS Taiwan was 20%.

a)

The major components of income tax expense for the years ended December 31, 2016, 2017 and 2018 are:

   2016   2017   2018   2018 
   NT$000   NT$000   NT$000   US$000 

Current income tax:

        

Current income tax on profits for the period

   331,144    125,376    326,057    10,652 

Income tax (benefit) on unappropriated retained earnings

   (174,930   246,684    28,165    920 

Prior year income tax under estimation

   4,527    67,885    3,729    122 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total current income tax

   160,741    439,945    357,951    11,694 
  

 

 

   

 

 

   

 

 

   

 

 

 

Deferred income tax:

        

Relating to origination and reversal of temporary differences

   16,379    110,542    101,441    3,314 

Impact of change in tax rate

   —      —      (2,774   (90
  

 

 

   

 

 

   

 

 

   

 

 

 

Total deferred income tax

   16,379    110,542    98,667    3,224 
  

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense reported in the consolidated statements of comprehensive income

   177,120    550,487    456,618    14,918 
  

 

 

   

 

 

   

 

 

   

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

9.

Income tax expense (continued)

 

Deferred tax charged to other comprehensive income:
a)

Income tax expense

 

   2016   2017   2018  2018 
   NT$000   NT$000   NT$000  US$000 

Unrealized gain on valuation of financial assets at fair value through other comprehensive income

   —      —      17,005   556 

Remeasurement of defined benefit obligations

   (7,375   8,642    (11,992  (392

Impact of change in tax rate

   —      —      (887  (29
  

 

 

   

 

 

   

 

 

  

 

 

 
   (7,375   8,642    4,126   135 
  

 

 

   

 

 

   

 

 

  

 

 

 
(a)

Components of income tax expense:

   2017   2018   2019 
   NT$000   NT$000   NT$000 

Current income tax:

      

Current income tax on profits for the period

   125,376    326,057    408,788 

Income tax on unappropriated retained earnings

   246,684    28,165    74,540 

Prior year income tax under (over) estimation

   67,885    3,729    (5,016
  

 

 

   

 

 

   

 

 

 

Total current income tax

   439,945    357,951    478,312 
  

 

 

   

 

 

   

 

 

 

Deferred income tax:

      

Relating to origination and reversal of temporary differences

   110,542    101,441    35,367 

Impact of change in tax rate

   —      (2,774   —   
  

 

 

   

 

 

   

 

 

 

Total deferred income tax

   110,542    98,667    35,367 
  

 

 

   

 

 

   

 

 

 

Income tax expense

   550,487    456,618    513,679 
  

 

 

   

 

 

   

 

 

 

(b)

The income tax (charge)/credit relating to components of other comprehensive income is as follows:

   2017   2018   2019 
   NT$000   NT$000   NT$000 

Unrealized gain (loss) on valuation of financial assets at fair value through other comprehensive income

   —      17,005    (7,016

Remeasurement of defined benefit obligations

   8,642    (11,992   4,183 

Impact of change in tax rate

   —      (887   —   
  

 

 

   

 

 

   

 

 

 
   8,642    4,126    (2,833
  

 

 

   

 

 

   

 

 

 

 

 b)

Reconciliation of income tax expense and the accounting profit before income tax:profit:

 

   2016   2017   2018  2018 
   NT$000   NT$000   NT$000  US$000 

Tax calculated based on profit before tax and statutory tax rate

   214,550    566,649    356,488   11,646 

Expenses disallowed (added) by tax regulations

   (2,190   10,185    14,689   480 

Temporary difference not recognized as deferred tax assets

   1,306    (85,168   (10,951  (358

Tax exempted (income) expenses by tax regulation

   12,057    (256,788   66,353   2,168 

Taxable loss not recognized as deferred tax assets

   54,012    —      —     —   

Effect of different tax rates in countries in which the Group operates

   10,451    1,040    919   30 

Withholding tax

   57,337    —      —     —   

Impact of change in tax rate

   —      —      (2,774  (90

Prior year income tax under estimation

   4,527    67,885    3,729   122 

Income tax (benefit) on unappropriated retained earnings

   (174,930   246,684    28,165   920 
  

 

 

   

 

 

   

 

 

  

 

 

 

Income tax expense reported in the consolidated statements of comprehensive income

   177,120    550,487    456,618   14,918 
  

 

 

   

 

 

   

 

 

  

 

 

 

   2017   2018   2019 
   NT$000   NT$000   NT$000 

Tax calculated based on profit before tax and statutory tax rate

   566,649    356,488    606,917 

Expenses disallowed by tax regulation

   10,185    14,689    3,055 

Tax exempted (income) expenses by tax regulation

   (256,788   66,353    (165,979

Temporary differences not recognized as deferred tax assets

   (85,168   (10,951   (608

Prior year income tax under (over) estimation

   67,885    3,729    (5,016

Income tax on unappropriated retained earnings

   246,684    28,165    74,540 

Impact of change in tax rate

   —      (2,774   —   

Effect of different tax rates in countries in which the Group operates

   1,040    919    770 
  

 

 

   

 

 

   

 

 

 

Income tax expense

   550,487    456,618    513,679 
  

 

 

   

 

 

   

 

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

9.

Income tax expense (continued)

 

 c)

The detailsamounts of deferred tax assets (liabilities)or liabilities resulting from temporary differences and investment tax credits are as follows:

 

   January 1,  Retroactive
adjustment
  Profit or
loss
  Other
comprehensive
income (loss)
  December 31,  December 31, 
   NT$000  NT$000  NT$000  NT$000  NT$000  US$000 

Year of 2017

       

Deferred tax assets

       

Unrealized exchange losses

   —     —     8,167   —     8,167  

Loss on inventories

   26,324   —     (17,192  —     9,132  

Property, plant and equipment

   80,869   —     (25,375  —     55,494  

Deferred revenue

   41,294   —     (1,809  —     39,485  

Provisions

   11,232   —     10,411   —     21,643  

Net defined benefit liability

   90,087   —     (2,994  (8,642  78,451  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Deferred tax assets

   249,806   —     (28,792  (8,642  212,372  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Deferred tax liabilities

       

Unrealized exchange gains

   (14,155  —     14,155   —     —    

Property, plant and equipment

   (78,388  —     (95,905  —     (174,293 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Deferred tax liabilities

   (92,543  —     (81,750  —     (174,293 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Year of 2018

       

Deferred tax assets

       

Unrealized exchange losses

   8,167   144   (4,736  —     3,575   117 

Loss on inventories

   9,132   (770  (1,130  —     7,232   236 

Property, plant and equipment

   55,494   —     8,689   —     64,183   2,097 

Deferred revenue

   39,485   —     (5,329  —     34,156   1,116 

Provisions

   21,643   —     (9,247  —     12,396   405 

Net defined benefit liability

   78,451   —     7,889   14,403   100,743   3,291 

Investment tax credit

   —     —     4,420   —     4,420   144 

Others

   —     —     11   —     11   1 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax assets

   212,372   (626  567   14,403   226,716   7,407 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax liabilities

       

Property, plant and equipment

   (174,293  —     (107,301  —     (281,594  (9,200

Contract assets

   —     (8,067  8,067   —     —     —   

Financial assets at fair value through other comprehensive income

   —     (8,636  —     (18,529  (27,165  (887
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax liabilities

   (174,293  (16,703  (99,234  (18,529  (308,759  (10,087
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   2018 
   January 1  Effects on
initial
application
of IFRS 9
and IFRS 15
  Recognized
in profit

or loss
  Recognized
in other
comprehensive
income
  December 31 
   NT$000  NT$000  NT$000  NT$000  NT$000 

Deferred tax assets

      

Loss on inventories

   9,132   (770  (1,130  —     7,232 

Property, plant and equipment

   55,494   —     8,689   —     64,183 

Provisions

   21,643   —     (9,247  —     12,396 

Deferred revenue

   39,485   —     (5,329  —     34,156 

Net defined benefit liability

   78,451   —     7,889   14,403   100,743 

Unrealized exchange losses

   8,167   144   (4,736  —     3,575 

Investment tax credit

   —     —     4,420   —     4,420 

Others

   —     —     11   —     11 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   212,372   (626  567   14,403   226,716 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax liabilities

      

Property, plant and equipment

   (174,293  —     (107,301  —     (281,594

Contract assets

   —     (8,067  8,067   —     —   

Financial assets at fair value through other comprehensive income

   —     (8,636  —     (18,529  (27,165
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   (174,293  (16,703  (99,234  (18,529  (308,759
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Information presented on statements of financial position:

      

Deferred tax assets

   212,372      226,716 
  

 

 

     

 

 

 

Deferred tax liabilities

   (174,293     (308,759
  

 

 

     

 

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

9.

Income tax expense (continued)

c)

The amounts of deferred tax assets or liabilities resulting from temporary differences and investment tax credits are as follows: (continued)

   2019 
   January 1  Recognized
in profit

or loss
  Recognized
in other
comprehensive
income
  December 31 
   NT$000  NT$000  NT$000  NT$000 

Deferred tax assets

     

Loss on inventories

   7,232   5,468   —     12,700 

Property, plant and equipment

   64,183   (25,515  —     38,668 

Provisions

   12,396   (6,796  —     5,600 

Deferred revenue

   34,156   (6,506  —     27,650 

Net defined benefit liability

   100,743   (3,948  (4,183  92,612 

Unrealized exchange losses

   3,575   13,721   —     17,296 

Investment tax credit

   4,420   (4,420  —     —   

Others

   11   15   —     26 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   226,716   (27,981  (4,183  194,552 
  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax liabilities

     

Property, plant and equipment

   (281,594  (7,386  —     (288,980

Financial assets at fair value through other comprehensive income

   (27,165  —     7,016   (20,149
  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   (308,759  (7,386  7,016   (309,129
  

 

 

  

 

 

  

 

 

  

 

 

 

Information presented on statements of financial position

     

Deferred tax assets

   226,716     194,552 
  

 

 

    

 

 

 

Deferred tax liabilities

   (308,759    (309,129
  

 

 

    

 

 

 

 

 d)

The Company has not recognized deductible and taxable temporary differences associated with investments as deferred tax assets and liabilities. As of December 31, 2017,2018 and 2019, the amountsamount of deductible and taxable temporary differences not recognized as deferred tax assets and liabilitiesliability were NT$28,584495,154 thousand and NT$920,943180,395 thousand, respectively. As of December 31, 2018, the amounts of deductible and taxable temporary differences not recognized as deferred tax assets and liabilities were nil and NT$495,154 thousand (US$16,176 thousand), respectively.

 

 e)

The Company’s income tax returns through 2016 have been assessed and approved by the Tax Authority.

 

10.f)

Earnings per share (“EPS”)The amendment to the Income Tax Act in ROC has been approved and promulgated in February 2018 to raise the profit-seeking enterprise income tax rate from 17% to 20%, decrease the tax rate on unappropriated retained earnings from 10% to 5%, and abandon the imputation tax credit account effective from fiscal year starting January 1, 2018.

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

The following reflects the income and share data used in the basic and diluted EPS computations:

   2016 
   Amount
after income
tax
   Weighted average
number of ordinary
shares outstanding*
   Earnings
per share
 

Basic earnings per share

  NT$000   In thousands   NT$ 

Profit (loss) attributable to:

      

Equity holders of the Company

      

- Continuing operations

   1,829,327      2.13 

- Discontinued operations

   (122,105     (0.14
  

 

 

     

 

 

 

Equity holders of the Company

   1,707,222      1.99 

Predecessors’ interests

   (306,012     (0.35
  

 

 

     

 

 

 
   1,401,210   859,644   1.64 
  

 

 

   

 

 

   

 

 

 
Diluted earnings per share            

Employees’ compensations

     3,035   

Restricted shares

     4,122   
    

 

 

   

Profit (loss) attributable to:

      

Equity holders of the Company

      

- Continuing operations

   1,829,327      2.11 

- Discontinued operations

   (122,105     (0.14
  

 

 

     

 

 

 

Equity holders of the Company

   1,707,222      1.97 

Predecessors’ interests

   (306,012     (0.35
  

 

 

     

 

 

 
   1,401,210   866,801   1.62 
  

 

 

   

 

 

   

 

 

 

*

The weighted average number of shares takes into account the weighted average effect of changes in treasury stock transaction during the year.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 2019

9.

Income tax expense (continued)

g)

On October 31, 2016, the Company merged with its former parent company, ChipMOS TECHNOLOGIES (Bermuda) LTD. (“ChipMOS Bermuda”) and as a result, the Company recognized its own shares originally held by former parent company as treasury stock. Subsequently, the Company deducted unappropriated retained earnings by NT$5,052,343 thousand to reflect the loss due from the cancellation of treasury stock. In January 2017, the Company has filed an application to the National Taxation Bureau of the Northern Area, Ministry of Finance to apply the accumulated deficit amount, derived from subtracting the aforementioned amount from unappropriated retained earnings generated prior to year 2015 (not including 2015 unappropriated retained earnings), as a deduction in the calculation of years 2016 and 2015 additional 10% tax on unappropriated retained earnings. On August 26, 2019, the Ministry of Finance issued Interpretation No.10804006760 and agreed the aforementioned deduction of unappropriated retained earnings to reflect the loss due from the cancellation of treasury stock as a result of the merger. As of the issue date of this report, the Company has not received the Notice for Assessment of Tax approved by the National Taxation Bureau of the Northern Area, Ministry of Finance.

10.

Earnings per share

   2017 
   Amount
after income
tax
   Weighted average
number of ordinary
shares outstanding
   Earnings
per share
 
Basic earnings per share  NT$000   In thousands   NT$ 

Profit attributable to:

      

Equity holders of the Company

      

- Continuing operations

   981,929      1.16 

- Discontinued operations

   1,814,953      2.14 
  

 

 

     

 

 

 

Equity holders of the Company

   2,796,882    846,686    3.30 
  

 

 

   

 

 

   

 

 

 

Diluted earnings per share

      

Assumed conversion of all dilutive potential ordinary shares:

      

Employees’ compensations

     14,034   

Restricted shares

     5,075   
    

 

 

   

Profit attributable to:

      

Equity holders of the Company

      

- Continuing operations

   981,929      1.13 

- Discontinued operations

   1,814,953      2.10 
  

 

 

     

 

 

 

Equity holders of the Company

   2,796,882    865,795    3.23 
  

 

 

   

 

 

   

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

 

 

 

10.

Earnings per share (“EPS”) (continued)

   2017 
   Amount
after income
tax
   Weighted average
number of ordinary
shares outstanding
   Earnings
per share
 

Basic earnings per share

  NT$000   In thousands   NT$ 

Profit attributable to:

      

Equity holders of the Company

      

- Continuing operations

   981,929      1.16 

- Discontinued operations

   1,814,953      2.14 
  

 

 

     

 

 

 
   2,796,882   846,686   3.30 
  

 

 

   

 

 

   

 

 

 
Diluted earnings per share            

Employees’ compensations

     14,034   

Restricted shares

     5,075   
    

 

 

   

Profit attributable to:

      

Equity holders of the Company

      

- Continuing operations

   981,929      1.13 

- Discontinued operations

   1,814,953      2.10 
  

 

 

     

 

 

 
   2,796,882   865,795   3.23 
  

 

 

   

 

 

   

 

 

 

 

  2018   2018 
  Amount
after income
tax
   Weighted average
number of ordinary
shares outstanding
   Earnings
per share
   Earnings
per share
   Amount
after income
tax
   Weighted average
number of ordinary
shares outstanding
   Earnings
per share
 

Basic earnings per share

  NT$000   In thousands   NT$   US$   NT$000   In thousands   NT$ 

Profit attributable to the equity holders of the Company

   1,325,824    802,725    1.65    0.05    1,325,824    802,725    1.65 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Diluted earnings per share

                      

Assumed conversion of all dilutive potential ordinary shares:

      

Employees’ compensations

     7,626          7,626   

Restricted shares

     3,356          3,356   
    

 

         

 

   

Profit attributable to the equity holders of the Company

   1,325,824    813,707    1.63    0.05    1,325,824    813,707    1.63 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

   2019 
   Amount
after income
tax
   Weighted average
number of ordinary
shares outstanding
   Earnings
per share
 

Basic earnings per share

  NT$000   In thousands   NT$ 

Profit attributable to the equity holders of the Company

   2,508,574    727,111    3.45 
  

 

 

   

 

 

   

 

 

 

Diluted earnings per share

            

Assumed conversion of all dilutive potential ordinary shares:

      

Employees’ compensations

     9,879   

Restricted shares

     126   
    

 

 

   

Profit attributable to the equity holders of the company

   2,508,574    737,116    3.40 
  

 

 

   

 

 

   

 

 

 

 

11.

Dividend

A distribution of NT$1.00 per share (including cash distribution from capital surplus of NT$0.70 per share) was approved by the shareholders of the Company on May 26, 2017. The distribution of NT$856,754 thousand was fully paid on July 12, 2017 to all ordinary shareholders of record at the close of business on June 19, 2017.

A dividend of NT$0.30 per share was approved by the shareholders of the Company on June 26, 2018. The dividend of NT$256,806 thousand (US$8,390 thousand) was fully paid on October 31, 2018 to all ordinary shareholders of record at the close of business on October 25, 2018.

12.

Non-current financial assets at fair value through profit or loss

 

   December 31,
2018
   December 31,
2018
 
   NT$000   US$000 

Financial assets mandatorily measured at fair value through profit or loss

    

Foreign partnership interests

   10,940    358 

Valuation adjustment

   531    17 
  

 

 

   

 

 

 
   11,471    375 
  

 

 

   

 

 

 

   December 31,
2018
   December 31,
2019
 
   NT$000   NT$000 

Financial assets mandatorily measured at fair value through profit or loss

    

Foreign partnership interests

   10,940    10,940 

Valuation adjustment

   531    98 
  

 

 

   

 

 

 
   11,471    11,038 
  

 

 

   

 

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

12.11.

Non-current financial assets at fair value through profit or loss (continued)

 

a)

Amounts recognized in profit or loss in relation to the financial assets at fair value through profit or loss are listed below:

 

  2018   2018   2018   2019 
  NT$000   US$000   NT$000   NT$000 

Financial assets mandatorily measured at fair value through profit or loss

        

Foreign partnership interests

   38    1    38    (433

Beneficiary certificates*

   1,396    46    1,396    1,750 

Derivative instruments

   51    2    51    —   
  

 

   

 

   

 

   

 

 
   1,485    49    1,485    1,317 
  

 

   

 

   

 

   

 

 

 

 *

Beneficiary certificates represent money market funds the Company held during the reporting period. As of December 31, 2018 and 2019, there were no beneficiary certificates classified as FVTPL.current financial assets at fair value through profit or loss (“FVTPL”).

No financial assets at fair value through profit or loss were pledged to others.

Information about the fair value measurement is provided in Note 35 c).

Information about the financial assets at fair value through profit or loss as of December 31, 2017 is provided in Note 41.
b)

No financial assets at FVTPL were pledged to others.

 

13.12.

Non-current financial assets at fair value through other comprehensive income

 

   December 31,
2018
   December 31,
2018
 
   NT$000   US$000 

Designation of equity instruments

    

Foreign unlisted stocks

   38,534    1,259 

Valuation adjustment

   135,823    4,437 
  

 

 

   

 

 

 
   174,357    5,696 
  

 

 

   

 

 

 

Based on the Group’s business model, the foreign unlisted stocks held for strategic investments and not for the purpose of trading were elected to classify as “Financial assets at fair value through other comprehensive income”. As of December 31, 2018, the fair value of aforementioned investments was NT$174,357 thousand (US$5,696 thousand). For the year ended December 31, 2018, dividend income recognized related to investments held at the end of the reporting period was NT$571 thousand (US$19 thousand).

Amounts recognized in other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:

   December 31,
2018
   December 31,
2019
 
   NT$000   NT$000 

Designation of equity instruments

    

Foreign unlisted stocks

   38,534    38,534 

Valuation adjustment

   135,823    83,274 
  

 

 

   

 

 

 
   174,357    121,808 
  

 

 

   

 

 

 

 

   2018   2018 
   NT$000   US$000 

Financial assets at fair value through other comprehensive income

    

Foreign unlisted stocks

   85,022    2,778 
  

 

 

   

 

 

 

No financial assets at fair value through other comprehensive income were pledged to others.

Information about the fair value measurement is provided in Note 35 c).

Information about the financial assets at fair value through other comprehensive income as of December 31, 2017 is provided in Note 41.

a)

Based on the Group’s business model, the foreign unlisted stocks held for strategic investments were elected to classify as “Financial assets at fair value through other comprehensive income”. As of December 31, 2018 and 2019, the fair value of aforementioned investments is the carrying amount at the end of each reporting period.

 

b)

Amounts recognized in other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:

   2018   2019 
   NT$000   NT$000 

Financial assets at fair value through other comprehensive income

    

Foreign unlisted stocks

   85,022    (52,549
  

 

 

   

 

 

 

c)

No financial assets at fair value through other comprehensive income were pledged to others.

d)

Information about the fair value measurement is provided in Note 33 b).

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

14.13.

Investment in associates

Details of investment in associates are as follows:

   December 31,
2018
   December 31,
2019
 
   NT$000   NT$000 

JMC ELECTRONICS CO., LTD. (“JMC”)

   406,792    249,793 

Unimos Microelectronics (Shanghai) Co., Ltd. (“Unimos Shanghai”)

   3,456,949    3,143,117 
  

 

 

   

 

 

 
   3,863,741    3,392,910 
  

 

 

   

 

 

 

 

   Country of
incorporation
and business
  Measurement
method
  December 31, 2017   December 31, 2018 

Investee company

  Carrying
amount
   Ownership   Carrying
amount
   Ownership 
         NT$000   %   NT$000   US$000   % 

JMC ELECTRONICS CO., LTD. (“JMC”)

  Kaohsiung,
Taiwan
  Equity
method
   373,276    19.10    406,792    13,290    19.10 

Unimos Shanghai

  Shanghai,

People’s
Republic
of China

  Equity
method
   3,060,056    45.02    3,456,949    112,935    45.02 

On November 30, 2016, the Company’s Board of Directors adopted a resolution to authorize its subsidiary, ChipMOS BVI, to dispose 54.98% of Unimos Shanghai’s equity. The equity transfer was completed in March 2017, and subsequently, due to the loss of control but retention of significant influence, Unimos Shanghai was excluded from the consolidated financial statements and was accounted for as an “Investment in associate”. Information is provided in Note 20.

In January 2017, the Company did not participate in the capital increase of JMC, which reduced the Company’s shareholding from 21.22% to 19.10%. Given that the Company still retains significant influence by holding two seats in JMC’s Board of Directors, JMC was still recognized as “Investment in associates”. As a result of the change in shareholding, the Company recognized disposal gain from long-term investment amounted to NT$16,929 thousand for the year ended December 31, 2017.

In June 2017 and January 2018, ChipMOS BVI participated in Unimos Shanghai’s increase ofpaid-in capital based on its shareholding amounted to NT$1,373,486 thousand and NT$794,694 thousand (US$25,962 thousand), respectively.

For the years ended December 31, 2017 and 2018, the Company recognized its share of loss of investments in associates amounted to NT$179,491 thousand and NT$300,101 thousand (US$9,804 thousand), respectively.

The tables below provide summarized financial information for the investment in associates that are material to the Group.

Statements of financial position
a)

In January 2018, ChipMOS BVI participated in Unimos Shanghai’s increase ofpaid-in capital based on its shareholding amounted to NT$794,694 thousand.

 

   JMC 
   December 31,
2017
   December 31,
2018
   December 31,
2018
 
   NT$000   NT$000   US$000 

Current assets

   843,636    1,106,789    36,158 

Non-current assets

   1,161,620    1,699,498    55,521 

Current liabilities

   (294,302   (817,697   (26,714

Non-current liabilities

   (1,756   (103,922   (3,395
  

 

 

   

 

 

   

 

 

 

Total net assets

   1,709,198    1,884,668    61,570 
  

 

 

   

 

 

   

 

 

 

Group’s share

   326,456    359,972    11,760 

Goodwill

   46,820    46,820    1,530 
  

 

 

   

 

 

   

 

 

 

Carrying amount

   373,276    406,792    13,290 
  

 

 

   

 

 

   

 

 

 
b)

JMC has quoted market prices. As of December 31, 2018 and 2019, the fair value was NT$2,081,900 thousand and NT$807,000 thousand, respectively.

 

c)

The Company’s investments in associates are based on the financial statements of investees for the reporting period. For the years ended December 31, 2018 and 2019, the Company recognized its share of loss of associates amounted to NT$300,101 thousand and NT$154,926 thousand, respectively.

d)

To further strengthen financial structure, increase balance of working capital and reduce debt ratio, the Company’s Board of Directors adopted a resolution on April 2, 2019 to dispose of 9,100,000 common shares of JMC, which reduced the shareholding of equity investment in JMC to 10%. The disposal of shares was completed on April 8, 2019 for cash consideration of NT$1,180,179 thousand, and the Company recognized gain on disposal of investment in associates amounted to NT$973,609 thousand. JMC is still recognized as investment in associates given that the Company retains significant influence by holding two seats in JMC’s Board of Directors.

e)

The basic information and summarized financial information of the associates of the Group are as follows:

(a)

Basic information

      Shareholding ratio      

Company name

  

Principal place

of business

  December 31,
2018
  December 31,
2019
  

Nature of

relationship

  

Method of

measurement

JMC  Kaohsiung, Taiwan  19.10%  10.00%  Strategic Investee  Equity method
Unimos Shanghai  Shanghai, PRC  45.02%  45.02%  Strategic Investee  Equity method

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

14.13.

Investment in associates (continued)

 

e)

The basic information and summarized financial information of the associates of the Group are as follows: (continued)

(b)

Summarized financial information

Statements of financial position

 

  Unimos Shanghai   JMC 
  December 31,
2017
   December 31,
2018
   December 31,
2018
   December 31,
2018
 December 31,
2019
 
  NT$000   NT$000   US$000   NT$000 NT$000 

Current assets

   3,380,641    3,946,082    128,915    1,106,789  1,347,546 

Non-current assets

   2,766,839    3,254,687    106,328    1,699,498  2,457,975 

Current liabilities

   (460,054   (554,160   (18,104   (817,697 (888,184

Non-current liabilities

   (489,097   (442,306   (14,450   (103,922 (660,111
  

 

   

 

   

 

   

 

  

 

 

Total net assets

   5,198,329    6,204,303    202,689    1,884,668   2,257,226 
  

 

   

 

   

 

   

 

  

 

 

Group’s share

   2,340,506    2,793,438    91,259 

Depreciable assets

   703,536    644,718    21,062 

Share in associate’s net assets

   359,972  225,723 

Goodwill

   22,118    22,118    723    46,820  24,070 

Inter-company transactions and amortization

   (6,104   (3,325   (109
  

 

   

 

   

 

   

 

  

 

 

Carrying amount

   3,060,056    3,456,949    112,935 

Carrying amount of the associate

   406,792   249,793 
  

 

   

 

   

 

   

 

  

 

 

   Unimos Shanghai 
   December 31,
2018
  December 31,
2019
 
   NT$000  NT$000 

Current assets

   3,946,082   3,042,377 

Non-current assets

   3,254,687   3,499,819 

Current liabilities

   (554,160  (459,502

Non-current liabilities

   (442,306  (448,929
  

 

 

  

 

 

 

Total net assets

   6,204,303   5,633,765 
  

 

 

  

 

 

 

Share in associate’s net assets

   2,793,438   2,536,558 

Depreciable assets

   644,718   584,441 

Goodwill

   22,118   22,118 

Inter-company transactions and amortization

   (3,325  —   
  

 

 

  

 

 

 

Carrying amount of the associate

   3,456,949   3,143,117 
  

 

 

  

 

 

 

Statements of comprehensive income

 

  JMC   JMC 
  Year ended December 31,   Year ended December 31, 
  2016   2017   2018   2018   2017   2018 2019 
  NT$000   NT$000   NT$000   US$000   NT$000   NT$000 NT$000 

Revenue

   1,667,761    1,322,928    1,931,008    63,084    1,322,928    1,931,008   3,017,155 
  

 

   

 

   

 

   

 

   

 

   

 

  

 

 

Profit for the year from continuing operations

   136,303    4,414    219,544    7,172    4,414    219,544  524,347 

Other comprehensive income (loss), net of income tax

   (627   2,903    (14,074   (460   2,903    (14,074 48,211 
  

 

   

 

   

 

   

 

   

 

   

 

  

 

 

Total comprehensive income

   135,676    7,317    205,470    6,712    7,317    205,470   572,558 
  

 

   

 

   

 

   

 

   

 

   

 

  

 

 

Dividend received from the associate

   5,730    14,325    5,730    187 

Dividends received from the associate

   14,325    5,730   20,000 
  

 

   

 

   

 

   

 

   

 

   

 

  

 

 

 

   Unimos Shanghai 
   Year ended December 31, 
   2017   2018   2018 
   NT$000   NT$000   US$000 

Revenue

   1,141,415    1,334,196    43,587 
  

 

 

   

 

 

   

 

 

 

Loss for the year from continuing operations

   (348,472   (629,303   (20,559

Other comprehensive income, net of income tax

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Total comprehensive loss

   (348,472   (629,303   (20,559
  

 

 

   

 

 

   

 

 

 

Dividend received from the associate

   —      —      —   
  

 

 

   

 

 

   

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

13.

Investment in associates (continued)

e)

The basic information and summarized financial information of the associates of the Group are as follows: (continued)

(b)

Summarized financial information (continued)

Statements of comprehensive income (continued)

   Unimos Shanghai 
   Year ended December 31, 
   2017   2018   2019 
   NT$000   NT$000   NT$000 

Revenue

   1,141,415    1,334,196    1,584,648 
  

 

 

   

 

 

   

 

 

 

Loss for the year from continuing operations

   (348,472   (629,303   (352,008

Other comprehensive income (loss), net of income tax

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Total comprehensive loss

   (348,472   (629,303   (352,008
  

 

 

   

 

 

   

 

 

 

Dividends received from the associate

   —      —      —   
  

 

 

   

 

 

   

 

 

 

According to IFRS 5“Non-current Assets Held for Sale and Discontinued Operations”, total comprehensive income of Unimos Shanghai for the three months ended March 31, 2017 wasis included in the Group’s consolidated statementstatements of comprehensive income with the adjustments of ceasing to recognize depreciation and amortization expenses and the elimination of inter-companyinter-companies’ transactions. Information about discontinued operations is provided in Note 20.

 

14.

Financial assets at amortized cost

   December 31,
2018
   December 31,
2019
 
   NT$000   NT$000 

Current

    

Time deposits

   169,168    168,970 
  

 

 

   

 

 

 

Non-current

    

Time deposits

   30,715    —   

Restricted bank deposits

   68,388    68,450 
  

 

 

   

 

 

 
   99,103    68,450 
  

 

 

   

 

 

 

a)

Amounts recognized in profit or loss in relation to financial assets at amortized cost are listed below:

   2018   2019 
   NT$000   NT$000 

Interest income

   920    4,467 
  

 

 

   

 

 

 

b)

Without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortized cost held by the Group is the carrying amount at the end of each reporting period.

c)

Information about the financial assets at amortized cost that were pledged to others as collateral is provided in Note 32.

d)

Information relating to credit risk of financial assets at amortized cost is provided in Note 33.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

15.

Financial assets at amortized costProperty, plant and equipment, net

 

   December 31,
2018
   December 31,
2018
 
   NT$000   US$000 

Current

    

Time deposits

   169,168    5,526 
  

 

 

   

 

 

 

Non-current

    

Time deposits

   30,715    1,003 

Restricted bank deposits

   68,388    2,234 
  

 

 

   

 

 

 
   99,103    3,237 
  

 

 

   

 

 

 

Amounts recognized in profit or loss in relation to financial assets at amortized cost are listed below:

   2018 
   Land   Buildings  Machinery
and
equipment
  Tools  Others  Construction in
progress and
equipment to
be inspected
  Total 
   NT$000   NT$000  NT$000  NT$000  NT$000  NT$000  NT$000 

January 1

         

Cost

   452,738    9,809,970   45,778,207   4,004,703   2,624,083   968,719   63,638,420 

Accumulated depreciation and impairment

   —      (5,890,884  (36,964,480  (3,314,234  (2,203,511  —     (48,373,109
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   452,738    3,919,086   8,813,727   690,469   420,572   968,719   15,265,311 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

January 1

   452,738    3,919,086   8,813,727   690,469   420,572   968,719   15,265,311 

Additions

   —      247,186   2,445,313   591,229   172,652   1,489,190   4,945,570 

Disposals

   —      —     (904  (11,745  (2,067  —     (14,716

Reclassifications

   —      199,724   1,154,663   7,604   26,026   (1,388,017  —   

Depreciation expenses

   —      (457,265  (2,180,718  (535,378  (203,218  —     (3,376,579

Exchange adjustment

   —      —     12   —     23   —     35 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31

   452,738    3,908,731   10,232,093   742,179   413,988   1,069,892   16,819,621 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31

         

Cost

   452,738    10,254,531   48,274,171   4,402,711   2,610,893   1,069,892   67,064,936 

Accumulated depreciation and impairment

   —      (6,345,800  (38,042,078  (3,660,532  (2,196,905  —     (50,245,315
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   452,738    3,908,731   10,232,093   742,179   413,988   1,069,892   16,819,621 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

   2018   2018 
   NT$000   US$000 

Interest income

   920    30 
  

 

 

   

 

 

 

As of December 31, 2018, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortized cost held by the Group was NT$268,271 thousand (US$8,763 thousand).

Information about the financial assets at amortized cost that were pledged to others as collateral is provided in Note 34.

Information relating to credit risk of financial assets at amortized cost is provided in Note 35 b).

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

16.15.

Property, plant and equipment, net (continued)

 

   Land   Buildings  Machinery
and
equipment
  Tools  Other
equipment
  Construction in
progress and
equipment to
be inspected
  Total  Total 
   NT$000   NT$000  NT$000  NT$000  NT$000  NT$000  NT$000  US$000 

January 1, 2017

          

Cost

   452,738    11,183,278   47,002,228   3,999,894   3,353,413   1,627,816   67,619,367  

Accumulated depreciation and impairment

   —      (6,395,332  (39,430,608  (3,475,451  (2,786,790  —     (52,088,181 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  
   452,738    4,787,946   7,571,620   524,443   566,623   1,627,816   15,531,186  

Less: Property, plant and equipment classified as held for sale

   —      (710,191  (433,688  (90,460  (168,314  (631,315  (2,033,968 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  
   452,738    4,077,755   7,137,932   433,983   398,309   996,501   13,497,218  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

January 1, 2017

   452,738    4,077,755   7,137,932   433,983   398,309   996,501   13,497,218  

Additions

   —      211,098   2,007,767   571,601   195,957   1,716,268   4,702,691  

Disposals

   —      —     (30,066  (2,302  (1,865  —     (34,233 

Reclassifications

   —      141,400   1,535,619   44,882   22,149   (1,744,050  —    

Depreciation expenses

   —      (511,167  (1,837,482  (357,695  (192,934  —     (2,899,278 

Impairment losses

   —      —     —     —     (956  —     (956 

Exchange adjustments

   —      —     (43  —     (88  —     (131 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

December 31, 2017

   452,738    3,919,086   8,813,727   690,469   420,572   968,719   15,265,311  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

December 31, 2017

          

Cost

   452,738    9,809,970   45,778,207   4,004,703   2,624,083   968,719   63,638,420  

Accumulated depreciation and impairment

   —      (5,890,884  (36,964,480  (3,314,234  (2,203,511  —     (48,373,109 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  
   452,738    3,919,086   8,813,727   690,469   420,572   968,719   15,265,311  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

January 1, 2018

          

Cost

   452,738    9,809,970   45,778,207   4,004,703   2,624,083   968,719   63,638,420   2,079,008 

Accumulated depreciation and impairment

   —      (5,890,884  (36,964,480  (3,314,234  (2,203,511  —     (48,373,109  (1,580,304
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   452,738    3,919,086   8,813,727   690,469   420,572   968,719   15,265,311   498,704 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

January 1, 2018

   452,738    3,919,086   8,813,727   690,469   420,572   968,719   15,265,311   498,704 

Additions

   —      247,186   2,445,313   591,229   172,652   1,489,190   4,945,570   161,567 

Disposals

   —      —     (904  (11,745  (2,067  —     (14,716  (481

Reclassifications

   —      199,724   1,154,663   7,604   26,026   (1,388,017  —     —   

Depreciation expenses

   —      (457,265  (2,180,718  (535,378  (203,218  —     (3,376,579  (110,310

Exchange adjustments

   —      —     12   —     23   —     35   1 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2018

   452,738    3,908,731   10,232,093   742,179   413,988   1,069,892   16,819,621   549,481 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2018

          

Cost

   452,738    10,254,531   48,274,171   4,402,711   2,610,893   1,069,892   67,064,936   2,190,948 

Accumulated depreciation and impairment

   —      (6,345,800  (38,042,078  (3,660,532  (2,196,905  —     (50,245,315  (1,641,467
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   452,738    3,908,731   10,232,093   742,179   413,988   1,069,892   16,819,621   549,481 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   2019 
   Land   Buildings  Machinery
and
equipment
  Tools  Others  Construction in
progress and
equipment to
be inspected
  Total 
   NT$000   NT$000  NT$000  NT$000  NT$000  NT$000  NT$000 
January 1         

Cost

   452,738    10,254,531   48,274,171   4,402,711   2,610,893   1,069,892   67,064,936 

Accumulated depreciation and impairment

   —      (6,345,800  (38,042,078  (3,660,532  (2,196,905  —     (50,245,315
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   452,738    3,908,731   10,232,093   742,179   413,988   1,069,892   16,819,621 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

January 1

   452,738    3,908,731   10,232,093   742,179   413,988   1,069,892   16,819,621 

Effects on initial application of IFRS 16

   —      —     —     —     (31,904  —     (31,904
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted balance at January 1

   452,738    3,908,731   10,232,093   742,179   382,084   1,069,892   16,787,717 

Additions

   —      116,238   2,334,358   781,465   224,287   1,440,308   4,896,656 

Disposals

   —      —     (16,033  (9,336  (416  —     (25,785

Reclassifications

   —      455,792   1,111,715   7,880   25,042   (1,573,811  26,618 

Depreciation expenses

   —      (384,832  (2,489,070  (625,712  (196,201  —     (3,695,815

Impairment losses

   —      —     (9,938  —     —     —     (9,938

Exchange adjustment

   —      —     (4  —     (5  —     (9
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31

   452,738    4,095,929   11,163,121   896,476   434,791   936,389   17,979,444 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
December 31         

Cost

   452,738    10,821,972   51,244,512   5,008,321   1,937,755   936,389   70,401,687 

Accumulated depreciation and impairment

   —      (6,726,043  (40,081,391  (4,111,845  (1,502,964  —     (52,422,243
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   452,738    4,095,929   11,163,121   896,476   434,791   936,389   17,979,444 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

a)

Amount of borrowing costs capitalized as part of property, plant and equipment and the range of the interest rates for such capitalization are as follows:

   2018  2019 
   NT$000  NT$000 

Amount of interest capitalized

   18,542   15,114 

Range of the interest rates for capitalization

   1.7582  1.7822

b)

Information about the property, plant and equipment that were pledged to others as collaterals is provided in Note 32.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

16.

Property, plant and equipment, net (continued)Leasing arrangements -lessee

As of December 31, 2017 and 2018, certain of the above property, plant and equipment were pledged as collateral for long-term bank loans (Notes 34).

Amount of borrowing costs capitalized as part of property, plant and equipment and the range of the interest rates for such capitalization are as follows:Effective from 2019

 

   2017   2018   2018 
   NT$000   NT$000   US$000 

Capitalization interest

   18,769    18,542    606 

Capitalization interest rate applied

   1.7624%    1.7582%    1.7582% 
a)

The Group leases various assets, including land, buildings, machinery and equipment, and others. Lease agreements are typically made for periods of 2 to 30 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.

b)

The carrying amount ofright-of-use assets and the depreciation expenses are as follows:

   December 31,
2019
   2019 
   Carrying
amount
   Depreciation
expenses
 
   NT$000   NT$000 

Land

   669,967    (22,657

Buildings

   15,043    (7,113

Machinery and equipment

   —      (4,520

Others

   2,058    (1,809
  

 

 

   

 

 

 
   687,068    (36,099
  

 

 

   

 

 

 

c)

For the year ended December 31, 2019, additions toright-of-use assets was NT$$11,183 thousand.

d)

The information on profit and loss accounts relating to lease contracts is as follows:

2019
NT$000

Items affecting profit or loss

Interest expense on lease liabilities

14,349

Expense on short-term lease contracts

230,589

e)

For the year ended December 31, 2019, the Group’s total cash outflow for leases was NT$273,709 thousand.

 

17.

Inventories

 

   December 31, 2017 
   Cost   Allowance for
impairment losses
   Carrying amount 
   NT$000   NT$000   NT$000 

Raw materials

   1,769,917    (49,183   1,720,734 

Work in process

   180,252    (4,163   176,089 

Finished goods

   32,784    (368   32,416 
  

 

 

   

 

 

   

 

 

 
   1,982,953    (53,714   1,929,239 
  

 

 

   

 

 

   

 

 

 
   December 31, 2018 
   Cost   Allowance for
impairment losses
   Carrying
amount
 
   NT$000   NT$000   NT$000 

Raw materials

   1,814,992    (36,157   1,778,835 
  

 

 

   

 

 

   

 

 

 

 

   December 31, 2018 
   Cost   Allowance for
impairment losses
   Carrying amount 
   NT$000   NT$000   NT$000   US$000 

Raw materials

   1,814,992    (36,157   1,778,835    58,113 
  

 

 

   

 

 

   

 

 

   

 

 

 

The cost of inventories recognized as an expense for the year:

   December 31, 2019 
   Cost   Allowance for
impairment losses
   Carrying
amount
 
   NT$000   NT$000   NT$000 

Raw materials

   1,831,140    (63,498   1,767,642 
  

 

 

   

 

 

   

 

 

 

 

   2017   2018   2018 
   NT$000   NT$000   US$000 

Cost of revenue

   14,766,555    15,057,605    491,918 

Loss on abandonment

   38,301    5,497    179 

Reversal of inventory valuation and obsolescence loss

   (101,127   (13,070   (427
  

 

 

   

 

 

   

 

 

 
   14,703,729    15,050,032    491,670 
  

 

 

   

 

 

   

 

 

 

Raw materials are utilized throughout the course of provision of semiconductor bumping, assembly and testing services. Items used for manufacturing and product sales are insignificant.

Reversal of inventory valuation and obsolescence loss was recognized due to the change in net realizable market value.

As of December 31, 2017 and 2018, no inventories were pledged.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

17.

Inventories (continued)

The cost of inventories recognized as an expense for the year:

   2018   2019 
   NT$000   NT$000 

Cost of revenue

   15,057,605    16,372,032 

Loss on abandonment

   5,497    12,369 

Allowance for (reversal of) inventory valuation and obsolescence loss

   (13,070   27,341 
  

 

 

   

 

 

 
   15,050,032    16,411,742 
  

 

 

   

 

 

 

a)

Reversal of allowance for inventory valuation and obsolescence loss was recognized due to the change in net realizable market value.

b)

No inventories of the Group were pledged to others.

 

18.

Accounts and notes and other receivablesreceivable

 

   December 31,
2017
   December 31,
2018
   December 31,
2018
 
   NT$000   NT$000   US$000 

Accounts receivable

   4,013,705    4,747,834    155,108 

Notes receivable

   2,029    1,595    52 

Less: Loss allowance

   —      (2,141   (70
  

 

 

   

 

 

   

 

 

 
   4,015,734    4,747,288    155,090 
  

 

 

   

 

 

   

 

 

 

Other receivables

   56,716    63,049    2,060 

Less: Loss allowance

   —      (12   (1
  

 

 

   

 

 

   

 

 

 
   56,716    63,037    2,059 
  

 

 

   

 

 

   

 

 

 
   4,072,450    4,810,325    157,149 
  

 

 

   

 

 

   

 

 

 

As of December 31, 2017 and 2018, no accounts andnotes and other receivables were pledged.

The Group’s credit term granted to customers is 30~90 days. Receivables do not bear interest. The loss allowance is determined based on the credit quality of customers. Information relating to credit risk is provided in Note 35 b).

The aging analysis of accounts receivable based on past due date is as follows:

   December 31,
2018
   December 31,
2019
 
   NT$000   NT$000 

Accounts receivable

   4,747,834    4,454,255 

Notes receivable

   1,595    765 

Less: Loss allowance

   (2,141   (1,351
  

 

 

   

 

 

 
   4,747,288    4,453,669 
  

 

 

   

 

 

 

 

   December 31,
2017
   December 31,
2018
   December 31,
2018
 
   NT$000   NT$000   US$000 

Current

   3,997,833    4,595,300    150,124 

Within 1 month

   10,482    18,807    615 

1 – 2 months

   477    131,787    4,305 

2 – 3 months

   426    1,436    47 

3 – 4 months

   1,431    180    6 

Over 4 months

   3,056    324    11 
  

 

 

   

 

 

   

 

 

 
   4,013,705    4,747,834    155,108 
  

 

 

   

 

 

   

 

 

 

Without taking into account of any collateral held or other credit enhancements, the amount that best reflects the Group’ maximum exposure to credit risk in respect of the accounts receivable is the carrying amount at the end of each reporting period.

a)

The Group’s credit term granted to customers is 30~90 days. Receivables do not bear interest. The loss allowance is determined based on the credit quality of customers. Information relating to credit risk is provided in Note 33.

 

b)

The aging analysis of accounts and notes receivable based on past due date is as follows:

   December 31,
2018
   December 31,
2019
 
   NT$000   NT$000 

Current

   4,596,895    4,440,846 

Within 1 month

   18,807    13,733 

1 – 2 months

   131,787    441 

2 – 3 months

   1,436    —   

3 – 4 months

   180    —   

Over 4 months

   324    —   
  

 

 

   

 

 

 
   4,749,429    4,455,020 
  

 

 

   

 

 

 

c)

As of December 31, 2018 and 2019, accounts receivable were all from contracts with customers. And as of January 1, 2018, the balance of accounts receivable from contracts with customers was NT$4,013,705 thousand.

d)

Without taking into account of any collateral held or other credit enhancements, the amount that best reflects the Group’ maximum exposure to credit risk in respect of the accounts receivable is the carrying amount at the end of each reporting period.

e)

No accounts and notes receivable of the Group were pledged to others.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

19.

Cash and cash equivalents

 

   December 31,
2017
   December 31,
2018
   December 31,
2018
 
   NT$000   NT$000   US$000 

Short-term deposits

   3,883,614    3,245,750    106,036 

Cash

   470    470    15 

Cash at banks

   4,151,630    1,396,302    45,616 
  

 

 

   

 

 

   

 

 

 
   8,035,714    4,642,522    151,667 
  

 

 

   

 

 

   

 

 

 
   December 31,
2018
   December 31,
2019
 
   NT$000   NT$000 

Cash on hand and petty cash

   470    470 

Checking accounts and demand deposits

   1,396,302    915,134 

Time deposits

   3,245,750    3,788,480 
  

 

 

   

 

 

 
   4,642,522    4,704,084 
  

 

 

   

 

 

 

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between 31 days and 3 months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

a)

The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

As of December 31, 2017 and 2018, no cash and cash equivalents were pledged.

b)

No cash and cash equivalents of the Group were pledged to others.

 

20.

Non-current assets held for sale and discontinued operations

 

 a)

The assets and liabilities related to Unimos Shanghai have been classified asnon-current assets held for sale and liabilities directly related tonon-current assets held for sale and presented as discontinued operations for meeting the definition of discontinued operations following the resolution of the Company’s Board of Directors on November 30, 2016 to sell 54.98% of Unimos Shanghai’s equity interest. The transaction was completed in March 2017, and subsequently, due to the loss of control but retention of significant influence, Unimos Shanghai was excluded from the consolidated financial statements and recorded as “Investments in associates”. As of December 31, 20172018 and 2018,2019, there were no related assets and liabilities of disposal group classified as held for sale. Please refer to Note 14Notes 1 and 13 for more details.

In March 2017, the Company received NT$2,230,544 thousand in cash and recognized total gain on disposal of discontinued operations amounted to NT$1,843,234 thousand. Based on the fair value received and the book value of its investment, gain on disposal of 54.98% equity interest is equal to NT$999,630 thousand and gain on fair value remeasurement of 45.02% retained investment is equal to NT$843,604 thousand.

 

b)

The cash flow information of the discontinued operations is as follows:

2017
NT$000

Net cash used in operating activities

(109,079

Net cash used in investing activities

(272,925

Net cash generated from financing activities

461,312

Effect of foreign exchange rate changes

(19,874

Net increase in cash and cash equivalents

59,434

c)

Cumulative income or expense recognized in other comprehensive income relating to disposal group classified as held for sale:

2017
NT$000

Exchange differences on translation of foreign operations

(287,645

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

20.

Non-current assets held for sale and discontinued operations (continued)

 

 b)d)

The cash flow informationresults of the discontinued operations isare as follows:

   2016   2017 
   NT$000   NT$000 

Net cash used in operating activities

   (1,109,029   (109,079

Net cash used in investing activities

   (1,331,564   (272,925

Net cash generated from financing activities

   1,463,664    461,312 

Effect of foreign exchange rate changes

   (61,336   (19,874
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

   (1,038,265   59,434 
  

 

 

   

 

 

 

c)

Equity of disposal group classified as amounts recognized in other comprehensive income and accumulated in equity relating tonon-current assets held for sale :

 

   December 31,
20162017 
   NT$000 

Foreign currency translation reserveRevenue

   287,645227,095

Cost of revenue

(195,078

Operating expenses

(58,840

Other operating income (expenses), net

1,429

Non-operating income (expenses), net

(2,887

Loss from discontinued operations before income tax

(28,281

Income tax expense

—  

Loss from discontinued operations after income tax

(28,281

Gain on disposal of discontinued operations

1,843,234

Profit from discontinued operations

1,814,953 
  

 

 

 

d)

Cumulative income or expense recognized in other comprehensive income relating to disposal group classified as held for sale:

   2016   2017 
   NT$000   NT$000 

Exchange differences on translation of foreign operations

   (195,972   (287,645
  

 

 

   

 

 

 

e)

The results of discontinued operations are as follows:

   2016   2017 
   NT$000   NT$000 

Revenue

   1,005,166    227,095 

Cost of revenue

   (986,004   (195,078

Operating expenses

   (179,178   (58,840

Other operating income (expenses), net

   13,753    1,429 

Non-operating income (expenses), net

   24,158    (2,887
  

 

 

   

 

 

 

Loss from discontinued operations before income tax

   (122,105   (28,281

Income tax expense

   —      —   
  

 

 

   

 

 

 

Loss from discontinued operations after income tax

   (122,105   (28,281

Gain on disposal of discontinued operations

   —      1,843,234 
  

 

 

   

 

 

 

Profit (loss) from discontinued operations

   (122,105   1,814,953 
  

 

 

   

 

 

 

Discontinued operations’ revenue is mainly from the segments of testing and assembly.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

 

21.

Issued capital

 

   December 31,
2016
   December 31,
2017
   December 31,
2018
 
   in thousands   in thousands   in thousands 

Authorized shares

      

Ordinary shares

   1,450,000    970,000    970,000 
   December 31,
2016
   December 31,
2017
   December 31,
2018
 
   in thousands   in thousands   in thousands 

Ordinary shares issued and fully paid

      

Ordinary shares

   886,966    886,297    752,858 
  

 

 

   

 

 

   

 

 

 

Issued capital (NT$000)

   8,869,663    8,862,971    7,528,577 
  

 

 

   

 

 

   

 

 

 
       
(US$245,952
thousand
 

The par value of ordinary shares issued was NT$10 per share.

The movement of ordinary shares issued is set out below:

   2016   2017   2018 
   in thousands   in thousands   in thousands 

January 1

   896,206    886,966    886,297 

Restricted shares

   435    —      —   

Unearned restricted shares – cancelled

   —      (669   (502

Share cancellation

   —      —      (4,515

Issuance of ordinary shares for capital reorganization (Note 31)

   512,405    —      —   

Cancellation of ordinary shares from capital reorganization (Note 31)

   (522,080   —      —   

Capital reduction

   —      —      (128,422
  

 

 

   

 

 

   

 

 

 

December 31

   886,966    886,297    752,858 
  

 

 

   

 

 

   

 

 

 

On February 4, 2016 and May 12, 2016, the Board of Directors of the Company approved the share repurchase programs for repurchase of ordinary shares by the Company of up to NT$600 million and NT$600 million, respectively. As of December 31, 2016 and 2017, 30,000 thousand shares were repurchased and recorded as treasury stock.

On October 31, 2016, the Company’s former parent company, ChipMOS Bermuda was merged with and into the Company, with the latter being the surviving company. Please refer to Note 31 for details of the capital reorganization. Pursuant to the Merger, the Company issued 21,775,257 units of ADSs (25,620,267 units of ADSs before capital reduction adjustment), which were listed on the NASDAQ Global Select Market, and each ADS represents 20 ordinary shares of the Company. As of December 31, 2018, the outstanding ADSs were approximately 5,309,826 units representing 106,197 thousand ordinary shares of the Company. The major terms and conditions of the ADSs are summarized as follows:
a)

As of December 31, 2019, the Company’s authorized capital was NT$9,700,000 thousand, consisting of 970,000 thousand ordinary shares, and thepaid-in capital was NT$7,272,401 thousand with a par value of NT$10 per share, consisting of 727,240 thousand ordinary shares. All proceeds from shares issued have been collected.

 

 a)b)

As of December 31, 2019, the outstanding ADSs were 4,801,737 units representing 96,035 thousand ordinary shares and each ADS represents 20 ordinary shares of the Company. The major terms and conditions of the ADSs are summarized as follows:

(a)

Voting rights:

ADS holders will have no right to directly vote in shareholders’ meetings with respect to the deposited shares. The depository bank shall vote on behalf of the ADS holders or provide voting instruction to the designated person of the Company. The depository bank shall vote in the manner as instructed by ADS holders.

 

 b)(b)

Distribution of dividends:

ADS holders are deemed to have the same rights as holders of ordinary shares with respect to the distribution of dividends.

 

c)

Movements in the number of the Company’s ordinary shares outstanding are as follows:

   2017  2018  2019 
   in thousands  in thousands  in thousands 

January 1

   856,754   856,059   727,265 

Restricted shares – cancelled

   (542  (349  (25

Restricted shares – uncancelled

   (153  (23  —   

Capital reduction

   —     (128,422  —   
  

 

 

  

 

 

  

 

 

 

December 31

   856,059   727,265   727,240 
  

 

 

  

 

 

  

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

21.

Issued capital (continued)

 

d)

In order to adjust capital structure and increase return of equity, the Company’s shareholders adopted a resolution on June 26, 2018 to reduce capital stock and return cash to shareholders. Subsequently, the record date of the capital reduction was fixed on August 15, 2018, and capital was reduced approximately 15% amounted to NT$1,329,446 thousand (US$43,432 thousand) consisting of 132,945 thousand ordinary shares.

 

22.

Capital surplus and retained earnings

The reconciliation between the opening and closing balances of each component of the Group’s consolidated equity is set out in the consolidated statements of changes in equity.

 

 a)

Capital surplus

Details of the Group’s capital surplus are set out below:

 

   December 31,
2016
   December 31,
2017
   December 31,
2018
   December 31,
2018
 
   NT$000   NT$000   NT$000   US$000 

Share premium

   6,473,471    5,873,743    5,873,743    191,890 

Restricted shares

   408,051    390,401    382,506    12,496 

Others

   7,304    7,304    7,304    239 
  

 

 

   

 

 

   

 

 

   

 

 

 
   6,888,826    6,271,448    6,263,553    204,625 
  

 

 

   

 

 

   

 

 

   

 

 

 
   2017 
   Share premium  Employee
restricted shares
  Others   Total 
   NT$000  NT$000  NT$000   NT$000 

January 1

   6,473,471   408,051   7,304    6,888,826 

Share-based payments

   —     (17,650  —      (17,650

Cash distribution from capital surplus

   (599,728  —     —      (599,728
  

 

 

  

 

 

  

 

 

   

 

 

 

December 31

   5,873,743   390,401   7,304    6,271,448 
  

 

 

  

 

 

  

 

 

   

 

 

 

   2018 
   Share premium   Employee
restricted shares
  Others   Total 
   NT$000   NT$000  NT$000   NT$000 

January 1

   5,873,743    390,401   7,304    6,271,448 

Share-based payments

   —      (7,967  —      (7,967

Capital reduction

   —      72   —      72 
  

 

 

   

 

 

  

 

 

   

 

 

 

December 31

   5,873,743    382,506   7,304    6,263,553 
  

 

 

   

 

 

  

 

 

   

 

 

 

   2019 
   Share premium  Employee
restricted shares
  Others   Total 
   NT$000  NT$000  NT$000   NT$000 

January 1

   5,873,743   382,506   7,304    6,263,553 

Share-based payments

   —     (412  —      (412

Cancellation of treasury stock

   (199,501  (12,853  —      (212,354
  

 

 

  

 

 

  

 

 

   

 

 

 

December 31

   5,674,242   369,241   7,304    6,050,787 
  

 

 

  

 

 

  

 

 

   

 

 

 

Pursuant to the ROC Company Act, any capital surplus arising frompaid-in capital in excess of par value on issuance of ordinary shares and donations can be used to cover accumulated deficits or to issue new stocksshares or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficits. Furthermore, the ROC Securities and Exchange Act requires that the amount of capital surplus to be capitalized mentioned above may not exceed 10% of thepaid-in capital each year. Capital surplus may not be used to cover accumulated deficits unless the legal reserve is insufficient.

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

22.

Capital surplus and retained earnings (continued)

 b)

Retained earnings

 

 (a)

According toUnder the Company’s Articles of Incorporation, the current year’s earnings, before tax, if any, shall first be distributed in the following order:

i)

Payused to pay all taxes and duties;

ii)

Offsetoffset prior years’ operating losses if any;

iii)

Set asideand then 10% of the remaining amount after deducting i) and ii)shall be set aside as a legal reserve;

iv)

Appropriatereserve. The Company may then appropriate or reverse a certain amount as special reserve according to the relevant regulations;

v)

regulations. After items i), ii), iii) and iv) were deducted,the distribution of earnings, the remaining amountearnings and prior years’ unappropriated retained earnings may be distributed asappropriated according to a proposal by the Board of Directors and approved in the shareholders’ dividend.meeting.

 

 (b)

The Company’s dividend policy is summarized below: ashere. As the Company operates in a volatile business environment, the dividend isissuance of dividends to be distributed takingtakes into consideration the Company’s financial structure, operating results and future expansion plans. The earnings distribution of the Company may be made by way of cash dividends or stock dividends;dividends, provided that cash dividends shall account for at least 10% of the total dividends distributed. The earnings distribution will be proposed by the Board of Directors and approved at the shareholders’ meeting.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

22.

Capital surplus and retained earnings (continued)

b)

Retained earnings (continued)

 

 (c)

LegalExcept for covering accumulated deficits or issuing new shares or cash to shareholders in proportion to their share ownership, the legal reserve can onlymay not be used to offset deficits or increase capital in issuing ordinaryfor any other purpose. The use of the legal reserve for the issuance of shares or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution cash. The amount of legalthe reserve that may be used to increase capital or distribute cash shall beis limited to the portion in excess of the reserve balance exceeding 25% of the capital stock.Company’spaid-in capital.

 

 (d)

In accordance with the regulations, the Company must set aside a special reserve from the debit balance on other equity items at the statements of financial position date before distributing earnings. When the debit balance on other equity items is reversed subsequently, the reversed amount may be included in the distributable earnings.

 

 (e)

The distributionappropriations of 2015, 2016, 2017 and 20172018 were resolved at the shareholders’ meetings on May 31, 2016, May 26, 2017, and June 26, 2018 and June 10, 2019, respectively. Details are summarized below:

 

  2016   2017   2018 
  2015   2016   2017   Amount   Cash
Distribution
per share
   Amount   Cash
Distribution
per share
   Amount   Cash
Distribution
per share
 
  Amount   Distribution
per share
   Amount   Distribution
per share
   Amount   Distribution
per share
 
  NT$000   NT$   NT$000   NT$   NT$000   NT$   NT$000   NT$   NT$000   NT$   NT$000   NT$ 

Legal reserve

   223,047      28,680      302,653      28,680      302,653      110,308   

Cash dividend

   1,792,553    2.09    257,026    0.30    256,806    0.30    257,026    0.30    256,806    0.30    872,718    1.20 

Cash distribution from capital surplus

   —      —      599,728    0.70    —      —      599,728    0.70    —      —      —      —   

 

23.

Treasury stock

The movement of treasury stock is set out below:

   2016   2017   2018 
   Shares (in
thousands)
   Amount
(NT$000)
   Shares (in
thousands)
   Amount
(NT$000)
   Shares (in
thousands)
   Amount
(NT$000)
   Amount
(US$000)
 

January 1

   —      —      30,085    1,007,654    30,085    1,007,654    32,919 

Treasury stock (repurchased)

   30,085    1,007,654    —      —      —      —      —   

Capital reduction

   —      —      —      —      (4,515   (45,151   (1,475
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31

   30,085    1,007,654    30,085    1,007,654    25,570    962,503    31,444 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pursuant to the ROC Securities and Exchange Act, the number of shares repurchased as treasury stock should not exceed 10% of the number of the Company’s issued shares and the amount repurchased may not exceed the sum of retained earnings,paid-in capital in excess of par value and realized capital surplus.

Pursuant to the ROC Securities and Exchange Act, treasury stock may not be pledged as collateral and is not entitled to dividends before it is reissued.

Pursuant to the ROC Securities and Exchange Act, treasury stock should be reissued to the employees within three years from the reacquisition date and shares not reissued within the three-year period are to be retired. Treasury stock to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months from acquisition.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

24.23.

Long-term bank loansOther reserve

 

Type of loans  

Period and payment term

  December 31,
2017
  December 31,
2018
  December 31,
2018
 
      NT$000  NT$000  US$000 

Syndicated bank loan

  Borrowing period is from May 30, 2018 to May 30, 2023; interest is repayable monthly; principal is repayable semi-annually from November 30, 2018   —     9,822,000   320,876 

Syndicated bank loan

  Borrowing period is from June 30, 2016 to June 30, 2021; interest is repayable monthly; principal is repayable semi-annually from December 30, 2017   9,675,301   —     —   

Less: Fee on syndicated bank loan

     (33,280  (32,482  (1,061

Less: Current portion (fee included)

     (2,143,168  (747,422  (24,418
    

 

 

  

 

 

  

 

 

 
     7,498,853   9,042,096   295,397 
    

 

 

  

 

 

  

 

 

 

Interest rate range

     1.7895%   1.7895%   1.7895% 
    

 

 

  

 

 

  

 

 

 

Unused credit lines of long-term bank loans NT$000

     2,400,000   1,800,000  
    

 

 

  

 

 

  

On May 15, 2018, the Company entered into a syndicated loan with eleven banks in Taiwan, including Taiwan Cooperative Bank, in the amount of NT$12 billion with a term of five years. Funding from this syndicated loan was used to repay the existing debt of financial institutions and broaden the Company’s working capital. Pursuant to the syndicated loan agreement, the Group is required to maintain certain financial ratios including current ratio, interest protection multiples and debt to equity ratio during the loan periods.

   2017 
   Foreign
currency
translation
reserve
  Amounts
recognized in other
comprehensive
income (loss) and
accumulated in
equity relating to
non-current assets
held for sale
  Unrealized gain
on valuation of
available-for-sale
financial assets
   Unearned
employee
awards
  Total 
   NT$000  NT$000  NT$000   NT$000  NT$000 

January 1

   10,600   287,645   —      (200,204  98,041 

Currency translation differences

       

- The Company

   (232,652  —     —      —     (232,652

- Disposal of a subsidiary

   287,645   (287,645  —      —     —   

Employee restricted shares

       

- The Company

   —     —     —      145,634   145,634 

Evaluation adjustment

       

- Associates

   —     —     678    —     678 
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

December 31

   65,593   —     678    (54,570  11,701 
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

 

   2018 
   Foreign
currency
translation
reserve
  Unrealized gain
(loss) on valuation
of financial assets
at fair value
through other
comprehensive
income
  Unrealized gain
on valuation of
available-for-sale
financial assets
  Unearned
employee
awards
  Total 
   NT$000  NT$000  NT$000  NT$000  NT$000 

January 1

   65,593   —     678   (54,570  11,701 

Effects on initial application of IFRS 9

   —     42,843   (678  —     42,165 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted beginning balance

   65,593   42,843   —     (54,570  53,866 

Currency translation differences

      

- The Company

   (51,077  —     —     —     (51,077

Employee restricted shares

      

- The Company

   —     —     —     52,869   52,869 

Evaluation adjustment

      

- The Company

   —     85,022   —     —     85,022 

- Associates

   —     (2,438  —     —     (2,438

Evaluation adjustment related tax

      

- The Company

   —     (18,529  —     —     (18,529
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31

   14,516   106,898   —     (1,701  119,713 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

23.

Other reserve (continued)

   2019 
   Foreign
currency
translation
reserve
  Unrealized gain
(loss) on valuation

of financial assets
at fair value through
other
comprehensive
income
  Unearned
employee
awards
  Total 
   NT$000  NT$000  NT$000  NT$000 

January 1

   14,516   106,898   (1,701  119,713 

Currency translation differences

     

- The Company

   (104,198  —     —     (104,198

Employee restricted shares

     

- The Company

   —     —     1,701   1,701 

Evaluation adjustment

     

- The Company

   —     (52,549  —     (52,549

- Associates

   —     5,093   —     5,093 

Evaluation adjustment related tax

     

- The Company

   —     7,016   —     7,016 

Disposal of investment in associates

   —     (72  —     (72
  

 

 

  

 

 

  

 

 

  

 

 

 

December 31

   (89,682  66,386   —     (23,296
  

 

 

  

 

 

  

 

 

  

 

 

 

 

24.

Long-term bank loans (continued)Treasury stock

 

a)

On March 7, 2019 and August 6, 2019, the Company’s Board of Directors approved the cancellation of treasury stock 25,570 thousand shares amounted to NT$962,503 thousand. As of December 31, 2019, all of the Company’s treasury stocks were cancelled. As of December 31, 2017 and 2018, the reasons for share repurchases and movements in the number of the Company’s treasury stock are as follows:

On May 16, 2016, the Company entered into a syndicated loan with ten banks in Taiwan, including Land Bank of Taiwan, in the amount of NT$13.2 billion with a term of five years. Funding from this syndicated loan was used to repay the prior syndicated loan in 2014 and broaden the Company’s working capital.

   2017   2018 
   Shares   Amount   Shares  Amount 
   in thousands   NT$000   in thousands  NT$000 

January 1

   30,085    1,007,654    30,085   1,007,654 

Capital reduction

   —      —      (4,515  (45,151
  

 

 

   

 

 

   

 

 

  

 

 

 

December 31

   30,085    1,007,654    25,570   962,503 
  

 

 

   

 

 

   

 

 

  

 

 

 

b)

Pursuant to the ROC Securities and Exchange Act, the number of shares repurchased as treasury stock may not exceed 10% of the number of the Company’s issued shares and the amount bought back may not exceed the sum of retained earnings,paid-in capital in excess of par value and realized capital surplus.

c)

Pursuant to the ROC Securities and Exchange Act, treasury stock may not be pledged as collateral and is not entitled to dividends before it is reissued.

d)

Pursuant to the ROC Securities and Exchange Act, treasury stock should be reissued to the employees within five years from the reacquisition date and shares not reissued within the five-year period are to be retired. Treasury stock to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months from acquisition.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the syndicated loan agreement, the Group is required to maintain certain financial ratios including current ratio, interest protection multiples and debt to equity ratio during the loan periods. The syndicated loan was fully repaid in May 2018.Consolidated Financial Statements (Continued)

As of December 31, 2017, 2018 and 2018, the Group was in compliance with the financial ratio requirements.

The Group’s bank loans are mortgaged by certain land, buildings and equipment as collateral (Note 34).

Details of the repayment schedule in respect of the bank loans are as follows:2019

 

   December 31,
2017
   December 31,
2018
   December 31,
2018
 
   NT$000   NT$000   US$000 

Within 1 year

   2,143,168    747,422    24,418 

1 to 5 years

   7,498,853    9,042,096    295,397 
  

 

 

   

 

 

   

 

 

 
   9,642,021    9,789,518    319,815 
  

 

 

   

 

 

   

 

 

 

 

25.

Long-term bank loans

Type of loans  

Period and payment term

  December 31,
2018
  December 31,
2019
 
      NT$000  NT$000 

Syndicated bank loan

  Borrowing period is from May 30, 2018 to May 30, 2023; interest is repayable monthly; principal is repayable semi-annually from November 30, 2018   9,822,000   9,066,000 

Less: Fee on syndicated bank loan

     (32,482  (24,355

Less: Current portion (fee included)

     (747,422  (748,419
     9,042,096   8,293,226 

Interest rate range

     1.7895  1.7895

Unused credit lines of long-term bank loans NT$000

     1,800,000   1,800,000 

a)

On May 15, 2018, the Company entered into a syndicated loan with eleven banks in Taiwan, including Taiwan Cooperative Bank, in the amount of NT$12 billion with a term of five years. Funding from this syndicated loan was used to repay the existing debt of financial institutions and broaden the Company’s working capital. Pursuant to the syndicated loan agreement, the Group is required to maintain certain financial ratios including current ratio, interest protection multiples and debt to equity ratio during the loan periods.

b)

On May 16, 2016, the Company entered into a syndicated loan with ten banks in Taiwan, including Land Bank of Taiwan, in the amount of NT$13.2 billion with a term of five years. Funding from this syndicated loan was used to repay the prior syndicated loan in 2014 and broaden the Company’s working capital. Pursuant to the syndicated loan agreement, the Group is required to maintain certain financial ratios including current ratio, interest protection multiples and debt to equity ratio during the loan periods. The syndicated loan was fully repaid in May 2018.

c)

Information about the items related to the long-term bank loans that are pledged to others as collaterals is provided in Note 32.

26.

Retirement benefit plans

 

 a)

Defined benefit plans

(a)

The Company has a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Labor Standards Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement.

The Company has a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Labor Standards Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the pension fund deposited with the Bank of Taiwan, the trustee, under the name of the independent pension fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by the end of every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method, to the employees expected to be qualified for retirement next year, the Company will make contributioncontributions to cover the deficit by March of following year.

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

25.26.

Retirement benefit plans (continued)

a)

Defined benefit plans (continued)

(a)

The amounts recognized in the statements of financial position are as follows:

   December 31,
2018
   December 31,
2019
 
   NT$000   NT$000 

Present value of defined benefit obligations

   (910,081   (901,159

Fair value of plan assets

   389,316    421,052 
  

 

 

   

 

 

 

Net defined benefit liability

   (520,765   (480,107
  

 

 

   

 

 

 

(b)

Movements in net defined benefit liability are as follows:

   2018 
   Present value of
defined benefit
obligations
   Fair value of
plan assets
   Net defined
benefit
liability
 
   NT$000   NT$000   NT$000 

January 1

   (838,543   360,017    (478,526

Current services cost

   (382   —      (382

Interest (expense) income

   (14,429   6,291    (8,138
  

 

 

   

 

 

   

 

 

 
   (853,354   366,308    (487,046
  

 

 

   

 

 

   

 

 

 

Remeasurements:

      

Return on plan assets (excluding amounts included in interest income or expense)

   —      8,145    8,145 

Financial assumption movement effect

   (56,934   —      (56,934

Experience adjustments

   (11,172   —      (11,172
  

 

 

   

 

 

   

 

 

 
   (68,106   8,145    (59,961
  

 

 

   

 

 

   

 

 

 

Pension fund contribution

   —      26,242    26,242 

Paid pension

   11,379    (11,379   —   
  

 

 

   

 

 

   

 

 

 

December 31

   (910,081   389,316    (520,765
  

 

 

   

 

 

   

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

26.

Retirement benefit plans (continued)

 

 a)

Defined benefit plans (continued)

 

 (b)

The amounts recognized in the statements of financial position are as follows:

   December 31,
2017
   December 31,
2018
   December 31,
2018
 
   NT$000   NT$000   US$000 

Present value of defined benefit obligations

   (838,543   (910,081   (29,731

Fair value of plan assets

   360,017    389,316    12,718 
  

 

 

   

 

 

   

 

 

 

Net defined benefit liability

   (478,526   (520,765   (17,013
  

 

 

   

 

 

   

 

 

 

(c)

Movements in net defined benefit liability are as follows: (continued)

 

   2017 
   Present value of
defined benefit
obligations
   Fair value of
plan assets
   Net defined
benefit
liability
 
   NT$000   NT$000   NT$000 

January 1

   (894,163   347,195    (546,968

Current service cost

   (386   —      (386

Interest (expense) income

   (13,236   5,226    (8,010
  

 

 

   

 

 

   

 

 

 
   (907,785   352,421    (555,364
  

 

 

   

 

 

   

 

 

 

Remeasurements:

      

Return of plan assets (excluding the amount included in interest income or expense)

   —      (1,842   (1,842

Financial assumption movement effect

   28,506    —      28,506 

Experience adjustments

   24,174    —      24,174 
  

 

 

   

 

 

   

 

 

 
   52,680    (1,842   50,838 
  

 

 

   

 

 

   

 

 

 

Pension fund contribution

   —      26,000    26,000 

Paid pension

   16,562    (16,562   —   
  

 

 

   

 

 

   

 

 

 

December 31

   (838,543   360,017    (478,526
  

 

 

   

 

 

   

 

 

 

   2018 
   Present value of
defined benefit
obligations
   Fair value of
plan assets
   Net defined
benefit liability
 
   NT$000   NT$000   NT$000   US$000 

January 1

   (838,543   360,017    (478,526   (15,633

Current service cost

   (382   —      (382   (12

Interest (expense) income

   (14,429   6,291    (8,138   (266
  

 

 

   

 

 

   

 

 

   

 

 

 
   (853,354   366,308    (487,046   (15,911
  

 

 

   

 

 

   

 

 

   

 

 

 

Remeasurements:

        

Return of plan assets (excluding the amount included in interest income or expense)

   —      8,145    8,145    266 

Financial assumption movement effect

   (56,934   —      (56,934   (1,860

Experience adjustments

   (11,172   —      (11,172   (365
  

 

 

   

 

 

   

 

 

   

 

 

 
   (68,106   8,145    (59,961   (1,959
  

 

 

   

 

 

   

 

 

   

 

 

 

Pension fund contribution

   —      26,242    26,242    857 

Paid pension

   11,379    (11,379   —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

December 31

   (910,081   389,316    (520,765   (17,013
  

 

 

   

 

 

   

 

 

   

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

25.

Retirement benefit plans (continued)

   2019 
   Present value of
defined benefit
obligations
   Fair value of
plan assets
   Net defined
benefit
liability
 
   NT$000   NT$000   NT$000 

January 1

   (910,081   389,316    (520,765

Current services cost

   (332   —      (332

Interest (expense) income

   (11,170   4,831    (6,339
  

 

 

   

 

 

   

 

 

 
   (921,583   394,147    (527,436
  

 

 

   

 

 

   

 

 

 

Remeasurements:

      

Return on plan assets (excluding amounts included in interest income or expense)

   —      12,601    12,601 

Financial assumption movement effect

   (27,993   —      (27,993

Experience adjustments

   36,308    —      36,308 
  

 

 

   

 

 

   

 

 

 
   8,315    12,601    20,916 
  

 

 

   

 

 

   

 

 

 

Pension fund contribution

   —      26,413    26,413 

Paid pension

   12,109    (12,109   —   
  

 

 

   

 

 

   

 

 

 

December 31

   (901,159   421,052    (480,107
  

 

 

   

 

 

   

 

 

 

 

 a)

Defined benefit plans (continued)

(d)(c)

The Bank of Taiwan was commissioned to manage the fund of the Company’s defined benefit pension plan in accordance with the fund’s annual investment and utilization plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed,over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued fromtwo-year time deposits with the interest rates offered by local banks. If the earningearnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the authority. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of the fair value of plan asset in accordance with IAS 19 “Employee Benefits” paragraph 142. The constitutioncomposition of fair value of plan assets as of December 31, 20172018 and 20182019 is given in the Annual Labor Retirement Fund Utilization Report announced by the government.

 

 (e)(d)

The principal actuarial assumptions used were as follows:follows

 

          2017   2018   2018 2019 

Discount rate

       1.75%    1.25%    1.25 1.00

Future salary increases

       3.50%    3.50% 

Future salary increase

   3.50 3.50

Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience in each territory.

Because the main actuarial assumption changed, the present value of defined benefit obligations is affected. The sensitivity analysis of present value of defined benefit obligations effected by the changes of significant actuarial assumptions at December 31, 2017 and 2018 are shown below:

   Discount rate   Future salary increase 
   Increase
0.25%
   Decrease
0.25%
   Increase
0.25%
   Decrease
0.25%
 

December 31, 2017

        

Effect on present value of defined benefit obligations

   (27,192   28,506    27,955    (26,816
  

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2018

        

Effect on present value of defined benefit obligations

   (29,052   30,430    29,692    (28,513
  

 

 

   

 

 

   

 

 

   

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

25.26.

Retirement benefit plans (continued)

 

 a)

Defined benefit plans (continued)

 

 (e)(d)

The principal actuarial assumptions used were as follows (continued):

 

Because the main actuarial assumption changed, the present value of defined benefit obligations is affected. The analysis was as follows:

   Discount rate   Future salary increase 
   Increase
0.25%
   Decrease
0.25%
   Increase
0.25%
   Decrease
0.25%
 
   NT$000   NT$000   NT$000   NT$000 

December 31, 2018

        

Effect on present value of defined benefit obligations

   (29,052   30,430    29,692    (28,513

December 31, 2019

        

Effect on present value of defined benefit obligations

   (27,993   29,284    28,501    (27,407

The sensitivity analysis above is based on a change in an assumption while holding all other assumptions constant. In practice, changes in some of the assumptions may be correlated. The method of sensitivity analysis and the method of calculating net defined benefit liability in the statements of financial position are the same.

The methods and types of assumptions used in preparing the sensitivity analysis remain unchanged from previous period.

 

 (f)(e)

TheExpected contributions to the defined benefit pension plan of the Company expectsfor the year ending December 31, 2020 amounts to make contributions of NT$27,160 thousand (US$887 thousand) during 2019.$27,337 thousand.

 

 (g)(f)

As of December 31, 2018,2019, the weighted average duration of that retirement plan is 13.212.8 years. The analysis of timing of the future pension payment is as follows:

 

   December 31, 2018 
   NT$000   US$000 

Within 1 year

   32,904    1,075 

1-2 years

   35,835    1,170 

2-5 years

   105,665    3,452 

5-10 years

   189,400    6,188 
  

 

 

   

 

 

 
   363,804    11,885 
  

 

 

   

 

 

 
December 31,
2019
NT$000

Within 1 year

35,272

1-2 years

34,647

2-5 years

122,670

5-10 years

167,707

360,296

 

 b)

Defined contribution plans

Effective from July 1, 2005, the Company established a defined contribution pension plan (the “New(“New Plan”) under the Labor Pension Act, covering all regular employees with ROC nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under defined contribution pension plans of the Company for the years ended December 31, 20172018 and 20182019 were NT$190,106193,047 thousand and NT$193,047187,502 thousand, (US$6,307 thousand), respectively.

 

26.

Other Payables

   December 31,
2017
   December 31,
2018
   December 31,
2018
 
   NT$000   NT$000   US$000 

Salaries and bonus payable

   601,239    595,575    19,457 

Interest payable

   2,854    963    31 

Pension payable

   32,402    32,038    1,047 

Employees’ compensation payable

   371,912    212,391    6,939 

Directors’ remuneration payable

   18,596    9,951    325 

Other expense payable

   953,179    827,564    27,036 
  

 

 

   

 

 

   

 

 

 
   1,980,182    1,678,482    54,835 
  

 

 

   

 

 

   

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

27.

Current provisions

a)

Movements in provisions are as follows:

   2018 
   Provisions for
deficiency compensation
 
   NT$000   US$000 

January 1

   57,155    1,867 

Provision

   14,211    465 

Reversal

   (24,451   (799

Payment

   (17,563   (574
  

 

 

   

 

 

 

December 31

   29,352    959 
  

 

 

   

 

 

 

By adopting IFRS 15, the Group’s provision for sales allowance is presented as “Current refund liabilities” from January 1, 2018, which was previously presented as “Current provisions”. Information is provided in Note 28.

Please refer to Note 2 e) for detailed information of provisions for deficiency compensation.

28.

Current refund liabilities

Movements in refund liabilities are as follows:

   2018 
   Provisions for sales allowance 
   NT$000   US$000 

January 1

   70,156    2,292 

Provision

   44,950    1,468 

Reversal

   (7,413   (242

Payment

   (75,066   (2,452
  

 

 

   

 

 

 

December 31

   32,627    1,066 
  

 

 

   

 

 

 

Please refer to Note 2 e) for detailed information of refund liabilities.

29.

Short-term bank loans

 

2019
   December 31,Provisions for
2017
December 31,
2018
December 31,
2018deficiency compensation
 
   NT$000 NT$000US$000

Unsecured bank loansJanuary 1

   969,35329,352

Provision

   5,204—  

Reversal

   (1,967—  

Payment

(30,591

December 31

1,998 
  

 

 

 

 b)

The detailed explanation of provisions for deficiency compensation is provided in Note 2 cc).

 

28.

Current refund liabilities

 a)

Movements in refund liabilities are as follows:

   2018   2019 
   Accrued sales
allowance
   Accrued sales
allowance
 
   NT$000   NT$000 

January 1

   70,156    32,627 

Provision

   44,950    63,863 

Reversal

   (7,413   —   

Payment

   (75,066   (70,490
  

 

 

   

 

 

 

December 31

   32,627    26,000 
  

 

 

   

 

 

 

 

Interest rate range

 b)0.55%~1.71%—  —  

The detailed explanation of accrued sales allowance is provided in Note 2 cc).

Unused credit lines of short-term bank loans are as follows:

   December 31,
2017
   December 31,
2018
 

NT$000

   3,028,357    3,252,500 

US$000

   80,000    90,000 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

 

30.29.

Significant commitments and contingencies

Operating leases commitments

Prior to 2019

ChipMOS Taiwan entered into several operating lease contracts for land. These renewable operating leases will expire by 2032 and 2034.

ChipMOS USA entered into several operating lease contracts for office space. These renewable operating leases will expire by 2019 and 2020.

Future minimum lease obligation payable under those leases are as follows:

 

   December 31,
2017
   December 31,
2018
   December 31,
2018
 
   NT$000   NT$000   US$000 

Within 1 year

   39,342    68,631    2,242 

1 to 5 years

   130,182    140,137    4,578 

Over 5 years

   139,899    111,446    3,641 
  

 

 

   

 

 

   

 

 

 
   309,423    320,214    10,461 
  

 

 

   

 

 

   

 

 

 
December 31,
2018
NT$000

Within 1 year

68,631

1 to 5 years

140,137

Over 5 years

111,446

320,214

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

29.

Significant commitments and contingencies (continued)

Capital commitments

Capital expenditures that are contracted for, but not provided for are as follows:

 

   December 31,
2017
   December 31,
2018
   December 31,
2018
 
   NT$000   NT$000   US$000 

Property, plant and equipment

   2,178,262    2,508,797    81,960 
  

 

 

   

 

 

   

 

 

 
   December 31,
2018
   December 31,
2019
 
   NT$000   NT$000 

Property, plant and equipment

   2,508,797    1,640,712 
  

 

 

   

 

 

 

Other commitments

A letter of guarantee was issued by the Bank of Taiwan to the Customs Administration of the Ministry of Finance for making payment of customs-duty deposits when importing. The amount of letter of guarantee will occupy the credit lines for short-term loans of ChipMOS Taiwan. As of December 31, 20172018 and 2018,2019, the amountamounts of NT$97,500 thousand and NT$97,500100,800 thousand, (US$3,185 thousand), respectively, arewere guaranteed by Bank of Taiwan.

As described in Note 31, as of October 31, 2016, the Company merged with its former parent company, ChipMOS Bermuda and as a result, the Company deducted unappropriated retained earnings by NT$5,052,343 thousand. The Company has filed an application to the National Taxation Bureau of the Northern Area, Ministry of Finance to apply the accumulated deficit amount, derived from subtracting the aforementioned amount from unappropriated retained earnings generated prior to year 2015 (not including 2015 unappropriated retained earnings), as a deduction in the calculation of years 2015 and 2016 additional 10% tax on unappropriated retained earnings.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

 

31.

Capital reorganization

To integrate resources, the Company’s former parent company, ChipMOS Bermuda, was merged with and into the Company as of October 31, 2016, the record date of the Merger, with the latter being the surviving entity and ChipMOS Bermuda being the dissolved entity. Under the Merger Agreement, each shareholder of ChipMOS Bermuda is entitled to receive, with respect to each ChipMOS Bermuda share, 0.9355 units of the Company’s newly-issued ADSs trading on the NASDAQ Global Select Market (each ADS unit represents 20 shares of the Company’s ordinary shares) and US$3.71 in cash. The Company issued 21,775,257 units of ADSs (25,620,267 units of ADSs representing 512,405 thousand ordinary shares before capital reduction adjustment) and paid US$101,657 thousand in cash (equivalent to NT$3,208,310 thousand) as the total consideration. In addition, the Company paid NT$133,311 thousand directly attributable transaction cost for the capital reorganization. As the result, the Company paid NT$3,341,621 thousand in cash for the capital reorganization.

The Company issued 512,405 thousand shares for the capital reorganization, and reduced capital by cancelling 522,080 thousand shares originally held by ChipMOS Bermuda. After the capital reorganization, the Company’s shares was net decreased by 9,675 thousand shares. When cancelling treasury stocks, the Company deducted capital surplus equal to the proportion of cancelled shares. Due to the deficit in capital surplus, the Company deducted unappropriated retained earnings by NT$5,052,343 thousand.

As of October 30, 2016, the ending balance of “Predecessors’ interests” was NT$1,692,918 thousand, which represents ChipMOS Bermuda’s net assets as if it had always been combined. The amount has been eliminated in the record date of the Merger.

32.30.

Supplementary cash flow information

Partial cash paid for investing and financing activities

 

 a)

Property, plant and equipment

 

   2016   2017   2018  2018 
   NT$000   NT$000   NT$000  US$000 

Purchase in property, plant and equipment

   4,690,995    4,849,331    4,945,570   161,567 

Add: Beginning balance of payable to contractors and equipment suppliers

   523,962    839,983    713,313   23,303 

Add: Beginning balance of lease payable

   —      94,952    29,842   975 

Less: Ending balance of payable to contractors and equipment suppliers

   (647,486   (878,065   (1,516,735  (49,550

Less: Ending balance of lease payable

   (96,006   (84,192   (17,792  (581

Less: Transfer from prepaid equipment (shown as “Othernon-current assets”)

   —      (139,304   —     —   
  

 

 

   

 

 

   

 

 

  

 

 

 

Cash paid for acquisition of property, plant and equipment

   4,471,465    4,682,705    4,154,198   135,714 
  

 

 

   

 

 

   

 

 

  

 

 

 
   2017   2018   2019 
   NT$000   NT$000   NT$000 

Purchase of property, plant and equipment

   4,849,331    4,945,570    4,896,656 

Add: Beginning balance of payable to contractors and equipment suppliers

   839,983    713,313    1,516,735 

Add: Beginning balance of payable on lease

   94,952    29,842    —   

Less: Ending balance of payable to contractors and equipment suppliers

   (878,065   (1,516,735   (972,770

Less: Ending balance of payable on lease

   (84,192   (17,792   —   

Less: Transfer from prepaid equipment (shown as “Othernon-current assets”)

   (139,304   —      —   
  

 

 

   

 

 

   

 

 

 

Cash paid during the year

   4,682,705    4,154,198    5,440,621 
  

 

 

   

 

 

   

 

 

 

 

 b)

Capital reorganization

   2016   2017     2018   2018 
   NT$000   NT$000     NT$000   US$000 

Net assets acquired from ChipMOS Bermuda

   12,987,736    —        —      —   

Less: Issuance of shares

   (9,779,426   —        —      —   
  

 

 

   

 

 

     

 

 

   

 

 

 

Cash consideration

   3,208,310    —        —      —   

Directly attributable transaction cost

   133,311    —        —      —   
  

 

 

   

 

 

     

 

 

   

 

 

 

Cash paid for capital reorganization

   3,341,621    —        —      —   
  

 

 

   

 

 

     

 

 

   

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

32.

Supplementary cash flow information (continued)

c)

Disposal of a subsidiary

 

  2016   2017   2018   2018   2017   2018   2019 
  NT$000   NT$000   NT$000   US$000   NT$000   NT$000   NT$000 

Disposal of a subsidiary

   —      2,166,151    —      —      2,166,151    —      —   

Add: Ending balance of other payables*

   —      64,393    —      —      64,393    —      —   

Less: Cash and cash equivalents of discontinued operations

   —      (449,331   —      —      (449,331   —      —   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Cash received from disposal of a subsidiary

   —      1,781,213    —      —      1,781,213    —      —   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 *

According to the Equity Interest Transfer Agreement, the Group accrued the estimated payment to investor based on the operating performance of Unimos Shanghai and as a result, cash received from disposal of discontinued operations amounted to NT$64,393 thousand was returned in 2018.

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

30.

Supplementary cash flow information (continued)

 d)c)

Reconciliation of liabilities arising from financing activities

 

          Non-Cash
flow
     
   As of January 1,
2017
   Cash flow  Amortization of
loans fee
   As of December 31,
2017
 
   NT$000   NT$000  NT$000   NT$000 

Long-term bank loans (include the current portion)

   10,750,005    (1,124,699  16,715    9,642,021 

Short-term bank loans

   —      969,353   —      969,353 

Guarantee deposits

   1,404    (33  —      1,371 
  

 

 

   

 

 

  

 

 

   

 

 

 
   10,751,409    (155,379  16,715    10,612,745 
  

 

 

   

 

 

  

 

 

   

 

 

 
   2017 
   Short-term
bank loans
   Long-term bank
loans (including
current portion)
   Guarantee
deposits
   Total liabilities
from financing
activities
 
   NT$000   NT$000   NT$000   NT$000 

January 1

   —      10,750,005    1,404    10,751,409 

Changes in cash flow from financing activities

   969,353    (1,124,699   (33   (155,379

Amortization of loan fees

   —      16,715    —      16,715 
  

 

 

   

 

 

   

 

 

   

 

 

 

December 31

   969,353    9,642,021    1,371    10,612,745 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

          Non-Cash
flow
         
   As of January 1,
2018
   Cash flow  Amortization of
loans fee
   As of December 31,
2018
 
   NT$000   NT$000  NT$000   NT$000   US$000 

Long-term bank loans (include the current portion)

   9,642,021    110,250   37,247    9,789,518    319,815 

Short-term bank loans

   969,353    (969,353  —      —      —   

Guarantee deposits

   1,371    (279  —      1,092    35 
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 
   10,612,745    (859,382  37,247    9,790,610    319,850 
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 
   2018 
   Short-term
bank loans
   Long-term bank
loans (including
current portion)
   Guarantee
deposits
   Total liabilities
from financing
activities
 
   NT$000   NT$000   NT$000   NT$000 

January 1

   969,353    9,642,021    1,371    10,612,745 

Changes in cash flow from financing activities

   (969,353   110,250    (279   (859,382

Amortization of loan fees

   —      37,247    —      37,247 
  

 

 

   

 

 

   

 

 

   

 

 

 

December 31

   —      9,789,518    1,092    9,790,610 
  

 

 

   

 

 

   

 

 

   

 

 

 

   2019 
   Long-term bank
loans (including
current portion)
   Guarantee
deposits
   Lease
liabilities
   Total liabilities
from financing
activities
 
   NT$000   NT$000   NT$000   NT$000 

January 1

   9,789,518    1,092    —      9,790,610 

Effects on initial application of IFRS 16

   —      —      884,275    884,275 
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted balance at January 1

   9,789,518    1,092    884,275    10,674,885 

Changes in cash flow from financing activities

   (756,450   3    (48,161   (804,608

Adjustment toright-of-use assets

   —      —      (148,512   (148,512

Reclassification to payable on equipment from lease liabilities

   —      —      (9,000   (9,000

Amortization of loan fees

   8,577    —      —      8,577 

Amortization of interest expense

   —      —      14,349    14,349 
  

 

 

   

 

 

   

 

 

   

 

 

 

December 31

   9,041,645    1,095    692,951    9,735,691 
  

 

 

   

 

 

   

 

 

   

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

 

33.31.

Related party transactions

 

 a)

Parent and ultimate controlling party

On October 31, 2016, the Company’s former parent company, ChipMOS Bermuda, was merged with and into the Company through a share exchange with the latter being the surviving entity and ChipMOS Bermuda being the dissolved entity. After the Merger, theThe Company has neither a parent company nor an ultimate controlling party. The transactions between the Company and its subsidiaries were eliminated in the accompanying consolidated financial statements and were not disclosed herein. The transactions between the Group and other related parties are as follows.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

33.

Related party transactions (continued)

 

 b)

Names of related parties and relationship

 

Name                                 

  Relationship 

Unimos Shanghai

   Associate 

JMC

   Associate 

 

 c)

Significant related party transactions

 

 (a)

Subcontracting fee

   2016   2017   2018   2018 
   NT$000   NT$000   NT$000   US$000 

Unimos Shanghai

   —      41,183    17    1 
  

 

 

   

 

 

   

 

 

   

 

 

 

(b)

Purchases of materials

 

   2016   2017   2018   2018 
   NT$000   NT$000   NT$000   US$000 

JMC

   —      130    132,494    4,329 

Unimos Shanghai

   —      906    3,775    123 
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      1,036    136,269    4,452 
  

 

 

   

 

 

   

 

 

   

 

 

 
   2017   2018   2019 
   NT$000   NT$000   NT$000 

JMC

   130    132,494    9 
  

 

 

   

 

 

   

 

 

 

Purchases of materials from associates areassociate is based on normal commercial terms and conditions. The payment terms of the purchases from associates are 30 to 90 days, which are the same asassociate have no significant differences with third party suppliers.

(b)

Subcontracting fee

   2017   2018   2019 
   NT$000   NT$000   NT$000 

Unimos Shanghai

   41,183    17     
  

 

 

   

 

 

   

 

 

 

 

 (c)

Disposal of property, plant and equipment

 

   2017 
   Selling price   Gain on disposal 
   NT$000   NT$000 

Unimos Shanghai

   21,982    20,240 
  

 

 

   

 

 

 

There were no disposal of property, plant, and equipment to related parties for the years ended December 31, 20162018 and 2018.2019.

 

 (d)

Acquisition of property, plant and equipment

   2018   2018 
   NT$000   US$000 

Unimos Shanghai

   61,904    2,022 
  

 

 

   

 

 

 

There were no acquisition of property, plant, and equipment from related parties for the years ended December 31, 2016 and 2017.

(e)

Acquisition of financial assets

In June 2017 and January 2018, ChipMOS BVI participated in Unimos Shanghai’s increase ofpaid-in capital based on its shareholding amounted to NT$1,373,486 thousand and NT$794,694 thousand (US$25,962 thousand), please refer to Note 14.

thousand.

 

d)

Key management personnel compensation

   2017   2018   2019 
   NT$000   NT$000   NT$000 

Salaries and other short-term employee benefits

   188,105    151,095    178,713 

Post-employment compensation

   5,622    2,067    2,049 

Share-based payments

   18,736    6,763     
  

 

 

   

 

 

   

 

 

 
   212,463    159,925    180,762 
  

 

 

   

 

 

   

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

33.32.

Related party transactions (continued)Pledged assets

 

(f)

Patent licensing agreement

In May 2016, the Company and Unimos Shanghai entered into a patent licensing agreement. Under the agreement, Unimos Shanghai paid the Company a licensing fee in the aggregate total of US$2,500 thousand (amended to US$1,000 thousand in January 2017) which was accounted for as receipts in advance and long-term deferred revenue, and recognized royalty income for 10 years from the effective date. In addition, Unimos Shanghai shall pay the Company a running royalty for the foregoing license equivalent to 0.5% of the total revenue from the licensed products. Given that the related production lines of Unimos Shanghai have begun its operations in April 2017, the Company recognized royalty income henceforth. In April 2018, both parties agreed to terminate the agreement after an amicable negotiation, hence all remaining receipts in advance and long-term deferred revenue were recognized as royalty income. The Company recognized receipts in advance and long-term deferred revenue amounted to NT$3,018 thousand and NT$24,898 thousand, respectively, as of December 31, 2017 and royalty income amounted to NT$2,828 thousand for the year then ended. The Company recognized receipts in advance and long-term deferred revenue amounted to nil as of December 31, 2018 and royalty income amounted to NT$30,683 thousand (US$1,002 thousand) for the year then ended.

In October 2011, ChipMOS Bermuda and Unimos Shanghai entered into a patent licensing agreement which has a term of 10 years starting from August 1, 2012. Under the agreement, Unimos Shanghai will pay ChipMOS Bermuda a royalty in the aggregate total of RMB 27,400 thousand, which was accounted as receipts in advance and payable in 40 quarterly installments of RMB 685 thousand. The rights and obligations of this agreement have been transferred to the Company on October 31, 2016. In March 2017, Unimos Shanghai was derecognized from the consolidated financial statements and recorded as “Investment in associates”, therefore, royalty income for the three months ended March 31, 2017 were eliminated on a consolidated basis. The Company recognized receipts in advance amounted to NT$1,039 thousand as of December 31, 2017 and royalty income amounted to NT$9,170 thousand for the year then ended. The Company recognized receipts in advance amounted to NT$1,013 thousand (US$33 thousand) as of December 31, 2018 and royalty income amounted to NT$12,506 thousand (US$409 thousand) for the year then ended.

d)

Key management personnel compensation

   2016   2017   2018   2018 
   NT$000   NT$000   NT$000   US$000 

Salaries and short-term employee benefits

   152,319    188,105    151,095    4,936 

Post-employment compensation

   3,335    5,622    2,067    68 

Share-based payments

   109,255    18,736    6,763    221 
  

 

 

   

 

 

   

 

 

   

 

 

 
   264,909    212,463    159,925    5,225��
  

 

 

   

 

 

   

 

 

   

 

 

 

Assets

  Purpose   December 31,
2018
   December 31,
2019
 
       NT$000   NT$000 

Non-current financial assets at amortized cost

   
Lease and
bank loan
 
 
   68,388    68,450 

Property, plant and equipment, net

      

- Land

   Bank loan    452,738    452,738 

- Buildings

   Bank loan    3,908,731    4,095,929 

- Machinery and equipment

   Bank loan    5,310,769    4,105,912 
    

 

 

   

 

 

 
     9,740,626    8,723,029 
    

 

 

   

 

 

 

 

34.

Pledged or mortgaged assets

The Group provided certain assets as collateral mainly for long-term bank loans (Note 24) and leases, which were as follows:

   December 31,
2017
   December 31,
2018
   December 31,
2018
 
   NT$000   NT$000   US$000 

Non-current financial assets at amortized cost

   —      68,388    2,234 

Property, plant and equipment, net (Note 16)

   7,164,089    9,672,238    315,983 

Othernon-current financial assets

   70,241    —      —   
  

 

 

   

 

 

   

 

 

 
   7,234,330    9,740,626    318,217 
  

 

 

   

 

 

   

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

35.33.

Financial risk management and fair values of financial instruments

 

 a)

Financial instruments

(a)

Financial instruments by category

 

  December 31,
2017
   December 31,
2018
   December 31,
2018
   December 31,
2018
   December 31,
2019
 
  NT$000   NT$000   US$000   NT$000   NT$000 

Financial assets

          

Financial assets at fair value through profit or loss

          

Financial assets mandatorily measured at fair value through profit or loss

   —      11,471    375    11,471    11,038 

Financial assets at fair value through other comprehensive income

          

Designation of equity instruments

   —      174,357    5,696    174,357    121,808 

Available-for-sale financial assets

      

Non-current financial assets carried at cost

   20,890    —      —   

Financial assets at amortized cost/loans and receivables

      

Financial assets at amortized cost

    

Cash and cash equivalents

   8,035,714    4,642,522    151,667    4,642,522    4,704,084 

Financial assets at amortized cost

   —      268,271    8,763    268,271    237,420 

Accounts and notes receivable

   4,015,734    4,747,288    155,090    4,747,288    4,453,669 

Accounts receivablerelated parties

   11    140    5    140    1,045 

Other receivables

   56,716    63,037    2,059    63,037    89,676 

Other receivablesrelated parties

   4,534    3,131    102    3,131    2,948 

Refundable deposits

   21,342    22,006    719    22,006    21,145 

Other financial assets

   70,241    —      —   
  

 

   

 

   

 

   

 

   

 

 
   12,225,182    9,932,223    324,476    9,932,223    9,642,833 
  

 

   

 

   

 

   

 

   

 

 

Financial liabilities

    

Financial liabilities at amortized cost

    

Accounts payable

   637,271    819,548 

Accounts payablerelated parties

   347    —   

Payables to contractors and equipment suppliers

   1,516,735    972,770 

Other payables

   1,678,482    2,004,266 

Other payablesrelated parties

   218    —   

Long-term bank loans (including current portion)

   9,789,518    9,041,645 

Guarantee deposits

   1,092    1,095 
  

 

   

 

 
   13,623,663    12,839,324 
  

 

   

 

 

Lease liabilities (including current portion)

   —      692,951 
  

 

   

 

 

 

   December 31,
2017
   December 31,
2018
   December 31,
2018
 
   NT$000   NT$000   US$000 

Financial liabilities

      

Financial liabilities at amortized cost

      

Short-term bank loans

   969,353    —      —   

Accounts payable

   687,960    637,271    20,819 

Accounts payablerelated parties

   226    347    11 

Payables to contractors and equipment suppliers

   713,313    1,516,735    49,550 

Other payables

   1,980,182    1,678,482    54,835 

Other payablesrelated parties

   36    218    7 

Long-term bank loans (including current portion)

   9,642,021    9,789,518    319,815 

Guarantee deposits

   1,371    1,092    35 
  

 

 

   

 

 

   

 

 

 
   13,994,462    13,623,663    445,072 
  

 

 

   

 

 

   

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

35.33.

Financial risk management and fair values of financial instruments (continued)

 

 b)a)

Financial risk managementinstruments (continued)

The Group’s risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activities. The Group identifies, measures and manages the aforementioned risks based on policy and risk appetite.

The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant financial transactions, due approval process by the Board of Directors must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.

 

 (a)(b)

Risk management policies

i)

The Group’s risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activities.

ii)

The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant financial transactions, a due approval process must be carried out by the Board of Directors based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.

iii)

In order to minimize and manage financial risks, the Group’s overall risk management program focuses on analyzing, identifying, and evaluating financial risk factors that may potentially have adverse effects on the Group’s financial position, and provide feasible solutions to avoid those factors.

(c)

Significant financial risks and degrees of financial risks

i)

Market risk

MarketThe Group’s market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risks comprise foreign currency risk, interest rate risk, and other price risk.risks. In practice, the risk variable rarely changes individually, and the change of each risk variable is usually correlative. The following sensitivity analysis did not consider the interaction of each risk variable.

Foreign exchange risk

 

 i)1.

ForeignThe Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense is denominated in a different currency riskfrom the Company’s and its subsidiaries’ functional currency) and the Group’s net investments in foreign operations.

The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense is denominated in a different currency from the Group’s functional currency) and the Group’s net investments in foreign operations.

The Group applies natural hedges from
2.

The Group applies natural hedges by using accounts receivable and accounts payable denominated in the same currency. However, this natural hedge does not concur with the requirement for hedge accounting. Furthermore, as net investments in foreign operations are for strategic purposes, they are not hedged by the Group.

The Group’s foreign currency exposure gives rise to market risks associated with exchange rate movements against the NT dollar for cash and cash equivalents, accounts receivable, other receivables, bank loans, accounts payable and other payables.

 

3.

The Group’s foreign currency exposure gives rise to market risks associated with exchange rate movements against the NT dollar for cash and cash equivalents, accounts receivable, other receivables, bank loans, accounts payable and other payables.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

35.33.

Financial risk management and fair values of financial instruments (continued)

 

 b)a)

Financial risk managementinstruments (continued)

 

 (a)(c)

Market riskSignificant financial risks and degrees of financial risks (continued)

 

 i)

Foreign currencyMarket risk (continued)

 

The Group’s businesses involve somenon-functional currency operations. The information on the assets and liabilities denominated in foreign currencies whose values would be materially affected by theForeign exchange rate fluctuations is as follows:risk (continued)

 

   December 31, 2017 
   Foreign
currency
   Exchange rate   Carrying amount
(NT$000)
 

Financial assets

      

Monetary items

      

US$000

   208,066    29.7600    6,192,044 

JPY000

   798,254    0.2642    210,899 

RMB000

   167,484    4.5650    764,564 

Financial liabilities

      

Monetary items

      

US$000

   16,036    29.7600    477,231 

JPY000

   1,071,432    0.2642    283,072 
4.

The Group’s businesses involve somenon-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

 

   December 31, 2018 
   Foreign
currency
   Exchange rate   Carrying amount
(NT$000)
 

Financial assets

      

Monetary items

      

US$000

   170,270    30.7150    5,229,843 

JPY000

   177,557    0.2782    49,396 

RMB000

   8,850    4.4720    39,577 

Financial liabilities

      

Monetary items

      

US$000

   18,230    30.7150    559,934 

JPY000

   2,436,140    0.2782    677,734 

The total exchange gain and loss recognized include realized and unrealized gain and loss arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2017 and 2018 amounted to loss of NT$418,970 thousand and gain of NT$93,104 thousand (US$3,041 thousand), respectively.

   December 31, 2018 
   Foreign
currency
   Exchange
rate
   Carrying amount
(NT$000)
 

(Foreign currency: functional currency)

      

Financial assets

      

Monetary items

      

US$000

   170,270    30.7150    5,229,843 

JPY000

   177,557    0.2782    49,396 

RMB000

   8,850    4.4720    39,577 

Financial liabilities

      

Monetary items

      

US$000

   18,230    30.7150    559,934 

JPY000

   2,436,140    0.2782    677,734 

 

   December 31, 2019 
   Foreign
currency
   Exchange
rate
   Carrying amount
(NT$000)
 

(Foreign currency: functional currency)

      

Financial assets

      

Monetary items

      

US$000

   188,369    29.9800    5,647,303 

JPY000

   266,819    0.2760    73,642 

RMB000

   6,197    4.3050    26,678 

Financial liabilities

      

Monetary items

      

US$000

   7,867    29.9800    235,853 

JPY000

   1,033,394    0.2760    285,217 

5.

The total exchange (loss) gain, including realized and unrealized (losses) gains arising from significant foreign exchange variations on monetary items held by the Group for the years ended December 31, 2018 and 2019, amounted to gain of NT$93,104 thousand and loss of NT$154,993 thousand, respectively.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

35.33.

Financial risk management and fair values of financial instruments (continued)

 

 b)a)

Financial risk managementinstruments (continued)

 

 (a)(c)

Market riskSignificant financial risks and degrees of financial risks (continued)

 

 i)

Foreign currencyMarket risk (continued)

 

The following table details the Group’s exposure at the end of the reporting period to currencyForeign exchange risk arising from recognized monetary assets or liabilities denominated in a currency other than the functional currency of the entity to which they relate. (continued)

   2017 
   Change in
exchange rate
   Effect on profit
(NT$000)
   Effect on other
comprehensive
income
(NT$000)
 

Financial assets

      

US$000

   5%    309,602    —   

JPY000

   5%    10,545    —   

RMB000

   5%    38,228    —   

Financial liabilities

      

US$000

   5%    23,862    —   

JPY000

   5%    14,154    —   

   2018 
   Change in
exchange rate
   Effect on profit
(NT$000)
   Effect on other
comprehensive
income
(NT$000)
 

Financial assets

      

US$000

   5%    261,492    —   

JPY000

   5%    2,470    —   

RMB000

   5%    1,979    —   

Financial liabilities

      

US$000

   5%    27,997    —   

JPY000

   5%    33,887    —   

 

 ii)6.

PriceAnalysis of foreign currency market risk arising from significant foreign exchange variations:

The Group’s financial instruments, which are exposed to price

   2018 
   Change in
exchange rate
  Effect on profit
(NT$000)
   Effect on other
comprehensive
income
(NT$000)
 

Financial assets

     

Monetary items

     

US$000

   5  261,492    —   

JPY000

   5  2,470    —   

RMB000

   5  1,979    —   

Financial liabilities

     

Monetary items

     

US$000

   5  27,997    —   

JPY000

   5  33,887    —   

   2019 
   Change in
exchange rate
  Effect on profit
(NT$000)
   Effect on other
comprehensive
income
(NT$000)
 

Financial assets

     

Monetary items

     

US$000

   5  282,365    —   

JPY000

   5  3,682    —   

RMB000

   5  1,334    —   

Financial liabilities

     

Monetary items

     

US$000

   5  11,793    —   

JPY000

   5  14,261    —   

Price risk are the financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in financial instruments, the Group diversifies its portfolio. Diversification of the portfolio is in accordance with the limits set by the Group.

The Group’s investments in financial instruments comprise foreign unlisted stocks and partnerships. The prices of financial instruments would change due to different valuation models and assumptions used. Analysis related to the effect on profit or other comprehensive income if these assumptions change is provided in Note 35 c) (g).

 

1.

The Group’s financial instruments, which are exposed to price risk, are the financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in financial instruments, the Group diversifies its portfolio. Diversification of the portfolio is in accordance with the limits set by the Group.

2.

The Group’s investments in financial instruments comprise foreign unlisted stocks and partnership. The prices of financial instruments would change due to different valuation models and assumptions used. Analysis related to the effect on profit or other comprehensive income if these assumptions change is provided in Note 33 b) (g).

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

35.33.

Financial risk management and fair values of financial instruments (continued)

 

 b)a)

Financial risk managementinstruments (continued)

 

 (a)(c)

Significant financial risks and degrees of financial risks (continued)

i)

Market risk (continued)

 

iii)

Interest rate risk on cash flow and fair value

Interest rate risk is the risk that theon cash flow and fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s bank loans with floating interest rates.

The Group manages its interest rate risk by having a balanced portfolio of fixed and variable rate bank loans.

At December 31, 2018, it is estimated that a general increase or decrease of 100 basis points (1%) in interest rates, with all other variables held constant, would decrease or increase the Group’s profit by approximately NT$98,220 thousand (US$3,209 thousand) (2017: NT$106,447 thousand).

 

 (b)1.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s bank loans with floating interest rates. The Group manages its interest rate risk by having a balanced portfolio of fixed and variable rate bank loans. The Group reassesses the hedge management periodically to make sure it complies with the cost effectiveness.

2.

The sensitivity analysis depends on the exposure of interest rate risk at the end of the reporting period.

3.

Analysis of debt with floating interest rates is based on the assumption that the outstanding debt at the end of the reporting period is outstanding throughout the period. The degree of variation the Group used to report to internal management is increase or decrease of 1% in interest rates which is assessed as the reasonable degree of variation by the management.

4.

For the years ended December 31, 2018 and 2019, it is estimated that a general increase or decrease of 1% in interest rates, with all other variables held constant, would decrease or increase the Group’s profit approximately by NT$98,220 thousand and NT$90,660 thousand, respectively, mainly due to the Group’s floating rate on bank loans.

ii)

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily accounts and other receivables) and from its financing activities (primarily deposits with banks and financial instruments).

Each business unit performs ongoing credit evaluation of the debtors’ financial condition according to the Group’s established policy, procedures and control relating to customer credit risk management. The Group maintains an account for loss allowance based upon the available facts and circumstances, historical collection andwrite-off experiences of all trade and other receivables which consequently minimizes the Group’s exposure to bad debts.

Credit risk from balances with banks and financial institutions is managed by the Group’s finance unit in accordance with the Group’s policy. Bank balances are held with financial institutions of good standing. The Group’s exposure to credit risk arising from the default of counter-parties is limited to the carrying amount of these instruments.

The Group adopts the assumptions under IFRS 9 and the default is deemed to have occurred when the contract payments are past due over 90 days.

The Group categorized contract assets, accounts receivable and other receivables by characteristics of credit risk and applied the simplified approach using loss rate methodology to estimate expected credit loss.

1.

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss, mainly resulted from its operating activities (primarily notes and accounts receivable) and from its financing activities (primarily deposits with banks and financial instruments). The Group is exposed to credit risk arising from the carrying amount of the financial assets recognized in the consolidated statements of financial position.

 

2.

Each business unit performs ongoing credit evaluations of its debtors’ financial conditions according to the Group’s established policies, procedures and controls relating to customer credit risk management. The Group maintains an account for loss allowance based upon the available facts and circumstances, history of collection andwrite-off experiences of all trade and other receivables which consequently minimize the Group’s exposure to bad debts.

3.

Credit risk from balances with banks and financial institutions is managed by the Group’s finance unit in accordance with the Group’s policies. Transaction counterparty of the Group is determined through its internal controls policy. For banks and financial institutions, only parties rated above BBB+ by Taiwan Ratings are accepted. The probability of counterparty default is remote, so there is no significant credit risk.

4.

The Group adopts the assumptions under IFRS 9 and the default is deemed to have occurred when the contract payments are past due over 90 days.

5.

The Group categorized contract assets, accounts receivable and other receivables by characteristics of credit risk and applied the simplified approach using loss rate methodology to estimate expected credit loss.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

35.33.

Financial risk management and fair values of financial instruments (continued)

 

 b)a)

Financial risk managementinstruments (continued)

 

 (b)(c)

Significant financial risks and degrees of financial risks (continued)

ii)

Credit risk (continued)

 

The Group used the forecastability of business monitoring indicators to adjust historical and timely information to assess the default possibility of contract assets, accounts receivable and other receivables. On December 31, 2018, the loss rate methodology
6.

The Group referred to the forecastability of business monitoring indicators published by the ROC National Development Council to adjust the loss rate which is based on historical and current information when assessing the future default possibility of contract assets, accounts receivable and other receivables. As of December 31, 2018 and 2019 the loss rate methodologies are as follows:

 

   December 31, 2018 
   Contract
assets
   Accounts
receivable
(including
related parties)
   Other
receivables
(including
related parties)
 
  NT$000   NT$000   NT$000 

Expected loss rate

   0.045%    0.045%    0.045% 

Total carrying amount

   299,970    4,747,974    66,181 

Loss allowance

   (135   (2,141   (13

Under the simplified approach, movements in relation to loss allowance for contract assets, accounts receivable, and other receivables are as follows:

   December 31, 2018 
   Contract
assets
  Accounts and
notes

receivable
(including
related parties)
  Other
receivables
(including
related parties)
 
  NT$000  NT$000  NT$000 

Expected loss rate

   0.045  0.045  0.045

Total carrying amount

   299,970   4,749,569   66,181 

Loss allowance

   (135  (2,141  (13

 

   2018 
   Contract
assets
   Accounts
receivable
(including
related parties)
   Other
receivables
(including
related parties)
 
   NT$000   NT$000   NT$000 

January 1_ IAS 39

   —      —      —   

Adjustments for applying new standards

   (115   (1,819   (7
  

 

 

   

 

 

   

 

 

 

January 1_IFRS 9

   (115   (1,819   (7

Provision for impairment loss

   (20   (322   (7

Reversal of impairment loss

   —      —      1 
  

 

 

   

 

 

   

 

 

 

December 31

   (135   (2,141   (13
  

 

 

   

 

 

   

 

 

 

For investments in financial assets at amortized cost, the credit rating levels are presented below:

   December 31, 2019 
   Contract
assets
  Accounts and
notes

receivable
(including
related parties)
  Other
receivables
(including
related parties)
 
  NT$000  NT$000  NT$000 

Expected loss rate

   0.030  0.030  0.030

Total carrying amount

   377,983   4,456,065   92,642 

Loss allowance

   (114  (1,351  (18

 

   December 31, 2018 
       By lifetime     
   12 months   Increase in
credit risk
   Impairment
of credit
   Total 
   NT$000   NT$000   NT$000   NT$000 

Financial assets at amortized cost Bank deposits (Note)

   268,271    —      —      268,271 
  

 

 

   

 

 

   

 

 

   

 

 

 

Note: Time deposits with contract period over three months and restricted bank deposits.

Information related to credit risk for the year ended December 31, 2017 is provided in Note 41.

7.

Under the simplified approach, movements in relation to loss allowance for contract assets, accounts receivable, and other receivables are as follows:

 

   2018 
   Contract
assets
   Accounts and
notes

receivable
(including
related parties)
   Other
receivables
(including
related parties)
 
   NT$000   NT$000   NT$000 

January 1_ IAS 39

   —      —      —   

Adjustments for applying new standards

   (115   (1,819   (7
  

 

 

   

 

 

   

 

 

 

January 1_IFRS 9 (Note)

   (115   (1,819   (7

Provision for impairment loss

   (20   (322   (7

Reversal of impairment loss

   —      —      1 
  

 

 

   

 

 

   

 

 

 

December 31

   (135   (2,141   (13
  

 

 

   

 

 

   

 

 

 

Note:

The Group initially applied IFRS 9 on January 1, 2018, and recorded loss allowance based on expected credit loss.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

35.33.

Financial risk management and fair values of financial instruments (continued)

 

 b)a)

Financial risk managementinstruments (continued)

 

 (c)

Significant financial risks and degrees of financial risks (continued)

ii)

Credit risk (continued)

7.

Under the simplified approach, movements in relation to loss allowance for contract assets, accounts receivable, and other receivables are as follows: (continued)

   2019 
   Contract
assets
   Accounts and
notes receivable

(including
related parties)
   Other
receivables
(including
related parties)
 
   NT$000   NT$000   NT$000 

January 1

   (135   (2,141   (13

Provision for impairment loss

   —      —      (5

Reversal of impairment loss

   21    790    —   
  

 

 

   

 

 

   

 

 

 

December 31

   (114   (1,351   (18
  

 

 

   

 

 

   

 

 

 

8.

For investments in debt instruments at amortized cost, the credit rating levels are as follows:

   December 31, 2018 
       By lifetime     
   12 months   Increase in
credit risk
   Impairment
of credit
   Total 
   NT$000   NT$000   NT$000   NT$000 

Financial assets at amortized cost

        

Bank deposits (Note)

   268,271    —      —      268,271 
  

 

 

   

 

 

   

 

 

   

 

 

 

   December 31, 2019 
       By lifetime     
   12 months   Increase in
credit risk
   Impairment
of credit
   Total 
   NT$000   NT$000   NT$000   NT$000 

Financial assets at amortized cost

        

Bank deposits (Note)

   237,420    —      —      237,420 
  

 

 

   

 

 

   

 

 

   

 

 

 

Note: Time deposits with contract period over three months and restricted bank deposits.

iii)

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Group monitors and maintains adequate cash and banking facilities to finance the Group’s operations. See Notes 24 and 29 about the unused credit lines of the Group.

The maturity profile of the Group’snon-derivative financial liabilities as of December 31, 2017 and 2018 based on the contracted undiscounted payments is as follows:
1.

The Group manages and maintains adequate cash and cash equivalents to finance the Group’s operations, and minimize the impact from cash flow fluctuations. The Group also monitors its debt financing plans to ensure it is in compliance with the financial covenants required under its loan agreements.

 

   December 31, 2017 
   Within
1 year
   1 to 5 years   Over 5 years   Total 
   NT$000   NT$000   NT$000   NT$000 

Short-term bank loans

   971,813    —      —      971,813 

Long-term bank loans (including current portion)

   2,321,459    7,740,267    —      10,061,726 

Accounts payable and payables to contractors and equipment suppliers (including related parties)

   1,401,499    —      —      1,401,499 

Other payables (including related parties)

   1,980,218    —      —      1,980,218 

Lease obligations payable

   12,266    18,266    —      30,532 

Guarantee deposits

   —      —      1,371    1,371 
  

 

 

   

 

 

   

 

 

   

 

 

 
   6,687,255    7,758,533    1,371    14,447,159 
  

 

 

   

 

 

   

 

 

   

 

 

 
2.

The primary source of liquidity for the Group is from bank loans. See Note 25 for details of the unused credit lines of the Group as of December 31, 2018 and 2019.

 

   December 31, 2018 
   Within
1 year
   1 to 5 years   Over
5 years
   Total   Total 
   NT$000   NT$000   NT$000   NT$000   US$000 

Long-term bank loans (including current portion)

   927,243    9,549,327    —      10,476,570    342,260 

Accounts payable and payables to contractors and equipment suppliers (including related parties)

   2,154,353    —      —      2,154,353    70,380 

Other payables (including related parties)

   1,678,700    —      —      1,678,700    54,842 

Lease obligations payable

   18,000    —      —      18,000    588 

Guarantee deposits

   —      —      1,092    1,092    35 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   4,778,296    9,549,327    1,092    14,328,715    468,105 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
3.

The contractual undiscounted cash flows of accounts payable (including related parties), payables to contractors and equipment suppliers and other payables (including related parties) are due within one year and are equivalent to their carrying amounts. Except for the aforementioned, the table below summarizes the maturity profile of the Group’snon-derivative financial liabilities based on the earliest repayment dates and contractual undiscounted payments, including principal and interest. The Group does not consider the probability of early repayments requested by the banks.

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

35.33.

Financial risk management and fair values of financial instruments (continued)

 

 c)a)

Financial instruments (continued)

(c)

Significant financial risks and degrees of financial risks (continued)

iii)

Liquidity risk (continued)

   December 31, 2018 
   Within
1 year
   1 to 3 years   3 to 5 years   Over
5 years
   Total 
   NT$000   NT$000   NT$000   NT$000   NT$000 

Non-derivative financial liabilities

          

Long-term bank loans

   927,243    1,814,344    7,734,983    —      10,476,570 

Lease obligations payable

   18,000    —      —      —      18,000 

Guarantee deposits

   —      —      —      1,092    1,092 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   945,243    1,814,344    7,734,983    1,092    10,495,662 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   December 31, 2019 
   Within
1 year
   1 to 3 years   3 to 5 years   Over
5 years
   Total 
   NT$000   NT$000   NT$000   NT$000   NT$000 

Non-derivative financial liabilities

          

Long-term bank loans

   914,159    1,786,842    6,848,327    —      9,549,328 

Lease liabilities

   36,806    60,111    57,836    762,699    917,452 

Guarantee deposits

   —      —      —      1,095    1,095 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   950,965    1,846,953    6,906,163    763,794    10,467,875 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The difference between the floating interest rates and estimated interest rates will affect thenon-derivative financial liabilities stated above.

b)

Fair value information

 

 (a)

The different levels of inputs used in valuation techniques to measure fair value of financial andnon-financial instruments are provideddefined as follows:

Level 1:Quoted prices (unadjusted) in Note 2 bb).

active markets for identical assets or liabilities that can be accessed at the measurement date. An active market is a market in which trading for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:Inputs other than quoted prices from Level 1 that are observable information for the asset or liability, either directly or indirectly.
Level 3:Unobservable inputs for the asset or liability. The fair value of the Group’s Investment in equity investment without active market is included in Level 3.

 

 (b)

The carrying amounts of cash and cash equivalents, financial assets at amortized cost,costs, contract assets, accounts and notes receivable, accounts receivable, other receivables, refundable deposits, bank loans, contract liabilities, accounts payable, payables to contractors and equipment suppliers, other payables, lease obligations payableliabilities and guarantee deposits are approximate to their fair values.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

33.

Financial risk management and fair values of financial instruments (continued)

b)

Fair value information (continued)

 

 (c)

The related information of financial andnon-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities are as follows:

 

 (i)i)

The related information of natures of the assets and liabilities is as follows:

 

   December 31, 2018 
   Level 1   Level 2   Level 3   Total   Total 
   NT$000   NT$000   NT$000   NT$000   US$000 

Assets

          

Recurring fair value measurements

          

Financial assets at fair value through profit or loss

          

- Foreign partnership interests

   —      —      11,471    11,471    375 

Financial assets at fair value through other comprehensive income

          

- Foreign unlisted stocks

   —      —      174,357    174,357    5,696 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   —      —      185,828    185,828    6,071 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

There were no financial andnon-financial instruments measured at fair value as of December 31, 2017.

   December 31, 2018 
   Level 1   Level 2   Level 3   Total 
   NT$000   NT$000   NT$000   NT$000 

Assets

        

Recurring fair value measurements

        

Financial assets at fair value through profit or loss

        

- Foreign partnership interests

   —      —      11,471    11,471 

Financial assets at fair value through other comprehensive income

        

- Foreign unlisted stocks

   —      —      174,357    174,357 
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      —      185,828    185,828 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

   December 31, 2019 
   Level 1   Level 2   Level 3   Total 
   NT$000   NT$000   NT$000   NT$000 

Assets

        

Recurring fair value measurements

        

Financial assets at fair value through profit or loss

        

- Foreign partnership interests

   —      —      11,038    11,038 

Financial assets at fair value through other comprehensive income

        

- Foreign unlisted stocks

   —      —      121,808    121,808 
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      —      132,846    132,846 
  

 

 

   

 

 

   

 

 

   

 

 

 

ii)

The methods and assumptions the Group used to measure fair value are as follows:

1.

The fair value of the Group’s financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated statement of financial position date.

2.

The Group’s financial assets at fair value through profit or loss is measured by using the discounted cash flow method, which derives present value estimates by discounting expected future operating effectiveness and free cash flows projections.

3.

The Group’s financial assets at fair value through other comprehensive income is measured by the comparable company valuation (EV/EBITDA ratio and P/B ratio).

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

35.33.

Financial risk management and fair values of financial instruments (continued)

 

 c)b)

Fair value information (continued)

 

 (ii)(c)

The related information of financial andnon-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities are as follows: (continued)

ii)

The methods and assumptions the Group used to measure fair value are as follows: (continued)

The fair value of the Group’s financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated statement of financial position date.

The Group’s financial assets at fair value through profit or loss is measured by using the discounted cash flow method, which derives present value estimates by discounting expected future operating effectiveness and free cash flows projections.

The Group’s financial assets at fair value through other comprehensive income is measured by the comparable company valuation (EV/EBITDA ratio and P/B ratio).

4.

The Group takes into account adjustments for credit risks to measure the fair value of financial andnon-financial instruments to reflect credit risk of the counterparty and the Group’s credit quality.

 

 (d)

The following table shows the movements of Level 3 for the yearyears ended December 31, 2018:2018 and 2019:

 

   December 31, 2018 
   Debt instruments   Equity instruments 
   NT$000   US$000   NT$000   US$000 

January 1

   —      —      —      —   

Effects on initial application of IFRS 9

   11,433    374    89,335    2,918 

Gains or losses recognized in profit or loss

        

Recorded asnon-operating income (expenses)

   38    1    —      —   

Gains or losses recognized in other comprehensive income

        

Recorded as unrealized gains on valuation of financial assets at fair value through other comprehensive income

   —      —      85,022    2,778 
  

 

 

   

 

 

   

 

 

   

 

 

 

December 31

   11,471    375    174,357    5,696 
  

 

 

   

 

 

   

 

 

   

 

 

 

There were no Level 3 movements for the year ended December 31, 2017.

   December 31, 2018 
   Debt
instruments
   Equity
instruments
   Total 
   NT$000   NT$000   NT$000 

January 1

   —      —      —   

Effects on initial application of IFRS 9

   11,433    89,335    100,768 

Gains or losses recognized in profit or loss

      

Recorded asnon-operating income

   38    —      38 

Gains or losses recognized in other comprehensive income

      

Recorded as unrealized gains on valuation of financial assets at fair value through other comprehensive income

   —      85,022    85,022 
  

 

 

   

 

 

   

 

 

 

December 31

   11,471    174,357    185,828 
  

 

 

   

 

 

   

 

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

35.

Financial risk management and fair values of financial instruments (continued)

c)

Fair values information (continued)

   December 31, 2019 
   Debt
instruments
   Equity
instruments
   Total 
   NT$000   NT$000   NT$000 

January 1

   11,471    174,357    185,828 

Gains or losses recognized in profit or loss

      

Recorded asnon-operating expenses

   (433   —      (433

Gains or losses recognized in other comprehensive income

      

Recorded as unrealized losses on valuation of financial assets at fair value through other comprehensive income

   —      (52,549   (52,549
  

 

 

   

 

 

   

 

 

 

December 31

   11,038    121,808    132,846 
  

 

 

   

 

 

   

 

 

 

 

 (e)

The Group performs the fair value measurements being categorized within Level 3 with assistance from specialist. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used into the valuation model and making any other necessary adjustments to the fair value.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

33.

Financial risk management and fair values of financial instruments (continued)

b)

Fair value information (continued)

 

 (f)

The following is the qualitative information and sensitivity analysis of changes in significant unobservable inputs under valuation model used in Level 3 fair value measurement:

 

  Fair value as of
December 31,
2018
   Valuation
technique
   Significant
unobservable
input
   Range
(weighted
average
method)
 

Relationship of inputs

to fair value

  Fair value as of
December 31,
2018
(NT$000)
   Valuation
technique
   

Significant

unobservable
input

  Range
(weighted
average
method)
   

Relationship of inputs

to fair value

  NT$000             

Non-derivative debt instrument:

                   

Foreign partnership interests

   11,471    Discounted cash flow   Discount rate   0.35%   

The lower the discount rate, the higher the fair value

   11,471    Discounted cash flow    
Discount
rate
 
 
   0.35 

The lower the discount rate, the higher the fair value

Non-derivative equity instrument:

                   

Foreign unlisted stocks

   174,357    Comparable companies   

Price to book ratio multiple

   1.19   

The higher the multiple, the higher the fair value

   174,357    Comparable companies    

Price to book
ratio
multiple
 
 
 
   1.19  

The higher the multiple, the higher the fair value

      

Enterprise value to EBITDA multiple

   7.69   

The higher the multiple, the higher the fair value

       


Enterprise
value to
EBITDA
multiple
 
 
 
 
   7.69  

The higher the multiple, the higher the fair value

      

Discount for lack of marketability

   15.80%   

The higher the discount for lack of marketability, the lower the fair value

       

Discount for
lack of
marketability
 
 
 
   15.80 

The higher the discount for lack of marketability, the lower the fair value

   Fair value as of
December 31,
2019
   Valuation
technique
   Significant
unobservable
input
   Range
(weighted
average
method)
  

Relationship of inputs

to fair value

   NT$000               

Non-derivative debt instrument:

         

Foreign partnership interests

   11,038    Discounted cash flow    
Discount
rate
 
 
   0.30 

The lower the discount rate, the higher the fair value

Non-derivative equity instrument:

         

Foreign unlisted stocks

   121,808    Comparable companies    

Price to book
ratio
multiple
 
 
 
   1.22  

The higher the multiple, the higher the fair value

       


Enterprise
value to
EBITDA
multiple
 
 
 
 
   10.51  

The higher the multiple, the higher the fair value

       

Discount for
lack of
marketability
 
 
 
   15.80 

The higher the discount for lack of marketability, the lower the fair value

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

33.

Financial risk management and fair values of financial instruments (continued)

b)

Fair value information (continued)

 

 (g)

The Group has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets categorized within Level 3 if the inputs used to valuation models have changed:

 

         December 31, 2018 
         Recognized in profit or loss   Recognized in other
comprehensive income
 
   

Input

  

Change

  Favorable
change
   Unfavorable
change
   Favorable
change
   Unfavorable
change
 
         NT$000   NT$000   NT$000   NT$000 

Financial assets

            

Foreign partnership interests

  Discount rate  Note   —      —      —      —   

Foreign unlisted stocks

  Price to book ratio multiple  ± 1%   —      —      69    68 
  Enterprise to EBITDA multiple  ± 1%   —      —      1,563    1,512 
  

Discount for lack of marketability

  ± 1%   —      —      2,093    2,050 
      

 

 

   

 

 

   

 

 

   

 

 

 
       —      —      3,725    3,630 
      

 

 

   

 

 

   

 

 

   

 

 

 

Note: Based on the Group’s assessment, change in input would not have significant impact on profit or loss or other comprehensive income.

         December 31, 2018 
         Recognized in profit or loss   Recognized in other
comprehensive income
 
   

Input

  

Change

  Favorable
change
   Unfavorable
change
   Favorable
change
   Unfavorable
change
 
         NT$000   NT$000   NT$000   NT$000 

Financial assets

            

Foreign partnership interests

  Discount rate  Note   —      —      —      —   

Foreign unlisted stocks

  Price to book ratio multiple  ± 1%   —      —      69    68 
  Enterprise value to EBITDA multiple  ± 1%   —      —      1,563    1,512 
  

Discount for lack of marketability

  ± 1%   —      —      2,093    2,050 
      

 

 

   

 

 

   

 

 

   

 

 

 
       —      —      3,725    3,630 
      

 

 

   

 

 

   

 

 

   

 

 

 

 

         December 31, 2019 
         Recognized in profit or loss   Recognized in other
comprehensive income
 
   

Input

  

Change

  Favorable
change
   Unfavorable
change
   Favorable
change
   Unfavorable
change
 
         NT$000   NT$000   NT$000   NT$000 

Financial assets

            

Foreign partnership interests

  Discount rate  Note   —      —      —      —   

Foreign unlisted stocks

  Price to book ratio multiple  ± 1%   —      —      53    53 
  Enterprise value to EBITDA multiple  ± 1%   —      —      850    900 
  

Discount for lack of marketability

  ± 1%   —      —      1,460    1,460 
      

 

 

   

 

 

   

 

 

   

 

 

 
       —      —      2,363    2,413 
      

 

 

   

 

 

   

 

 

   

 

 

 

Note:Based on the Group’s assessment, change in input would not have significant impact on profit or loss or other comprehensive income.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

36.34.

Share-based payments

Restricted Shares

On November 12, 2014,July 14, 2015, the Company’s Board of Directors ofapproved the Company approved 2014 Restricted Stock Award Agreement which has 17,300 thousand restricted shares available for issuance. The par value and granting price of the restricted shares were NT$10 and zero, respectively. The issuance of restricted shares. The record dates for the restricted shares was approved by the Special General Meeting of the Shareholders of the Company on December 30, 2014 and approved by the Financial Supervisory Commission ROC on June 30, 2015.

On July 14, 2015 and April 18, 2016, the Board of Directors of the Company approved to setissuance were July 21, 2015 and May 10, 20162016. The relevant information is as the Record Date of the issuance of 15,752 thousand and 1,548 thousand restricted shares.

When the employees of ChipMOS Taiwan accomplished the following years of service and performance conditions, the received restricted shares will be vested based on the vesting ratio.follows:

 

   The 1st year The 2nd year The 3rd year

Years of service following the receipt of restricted shares

  Continuous service
for one year
 Continuous service
for two years
 Continuous service
for three years

Grade of performance appraisal

  >=B+ >=B+ >=B+

Compliance of terms agreed by the staff and the Company

  No violation No violation No violation

Vesting ratio of numbers of restricted shares received

  30% 30% 40%

Type of

arrangement

  Grant
date
  Share price
on grant date
(in NT$)
   Number of
shares
(in thousands)
   Number of shares
returned due to
employee resignation
(in thousands)
   Contract
period
   

Vesting condition

              2018   2019        

Restricted shares award agreement

  July 21,
2015
   36.1    15,752    (256   —      3 years   Meet service and performance conditions

Restricted shares award agreement

  May 10,
2016
   30.6    1,548    (116   (25   3 years   Meet service and performance conditions

The restricted shares issued by the Company cannot be transferred during the vesting period, but voting right and dividend right are not restricted. Employees are required to return the shares but not required to return the dividends received if they resign during the vesting period. When the employees accomplish the years of service and performance conditions, the received restricted shares will be vested based on the vesting ratio.

During 2017The expenses incurred on share-based payment transactions for the years ended December 31, 2018 and 2018,2019 were NT$41,043 thousand and NT$822 thousand, respectively.

35.

Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group recognized NT$123,021 thousand and NT$41,043 thousand (US$1,341 thousand), respectively, compensation expenses in respectmay adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the transactionsliabilities to assets ratio. Total capital is shown as “Equity” in the consolidated statements of share-based payments.financial position, which is also equal to total assets minus total liabilities.

The liabilities to assets ratio at December 31, 2018 and 2019 were as follows:

 

   December 31, 2018   December 31, 2019 
   NT$000   NT$000 

Total liabilities

   15,112,545    14,775,302 
  

 

 

   

 

 

 

Total assets

   33,133,718    34,305,887 
  

 

 

   

 

 

 

Liabilities to assets ratio

   45.61%    43.07% 
  

 

 

   

 

 

 

36.

Significant events after the reporting periods

On January 1, 2019, Ministry of Economic Affairs, ROC (“MOEA”) implemented the “Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan” and companies are subsidized with preferential interest loans for qualified investment projects. The Company has obtained the qualification from the MOEA, and signed loan agreements with financial institutions during January to March 2020 with the line of credit amounted to NT$12,144 million and terms from seven to ten years. As of the issue date of this report, the Company has used NT$3,584 million of the credit line.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

37.

Capital management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the balance between debt and equity.

The Group reviews the capital structure on an ongoing basis. As part of this review, the directors consider the cost of capital and the risks associated with each class of capital. The Group will balance its overall capital structure through the payment of dividends, new share issues and the issue of new debt or the repayment of existing debt.

The Group’s overall strategy remains unchanged from 2017.

The Group monitors capital using the liabilities to assets ratio, the percentages of which as of December 31, 2017 and 2018 were as follows:

   December 31, 2017   December 31, 2018   December 31, 2018 
   NT$000   NT$000   US$000 

Total liabilities

   15,138,993    15,112,545    493,713 
  

 

 

   

 

 

   

 

 

 

Total assets

   33,259,942    33,133,718    1,082,448 
  

 

 

   

 

 

   

 

 

 

Liabilities to assets ratio

   45.52%    45.61%    45.61% 
  

 

 

   

 

 

   

 

 

 

38.

Significant events after the reporting periods

To further strengthen financial structure, increase balance of working capital and decrease debt ratio, the Company’s Board of Directors adopted a resolution on April 2, 2019 to dispose of 9,100,000 common shares, or 9.1% of equity investment in the associate, JMC. The disposal of shares was completed on April 8, 2019, and the Company recognized gain on disposal of investment in associates amounted to NT$973,609 thousand (US$31,807 thousand). JMC is still recognized as “Investment in associates” given that the Company retains significant influence by holding two seats in JMC’s Board of Directors.

39.

Approval of the financial statements

These consolidated financial statements were approved and authorized for issue by the Board of Directors on April 25, 2019.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

23, 2020.

 

40.38.

Financial Statements Schedule: Valuation and Qualifying Accounts

 

  January 1   Additions
charged to
expense
   Deduction /
Write-offs
   Exchange
difference on
translations
of foreign
financial
statement
   Non-current
assets held
for sale
   December 31   January 1   Additions
charged to
expense
   Deduction /
Write-offs
   December 31 
  NT$000   NT$000   NT$000   NT$000   NT$000   NT$000   NT$000   NT$000   NT$000   NT$000 

Year of 2016 :

            

Year of 2017 :

        

Allowance for impairment of property, plant and equipment

   1,994,715    8,198    (45,319   (118,046   (1,480,278   359,270    359,270    956    (39,771   320,455 

Allowance for impairment of obsolescence and decline in market value of inventories

   95,036    66,894    —      (557   (6,532   154,841    154,841    —      (101,127   53,714 

Allowance for impairment of accounts receivable

   —      87    —      —      —      87 

Year of 2017 :

            

Year of 2018 :

        

Allowance for impairment of property, plant and equipment

   359,270    956    (39,771   —      —      320,455    320,455    —      (2,862   317,593 

Allowance for impairment of obsolescence and decline in market value of inventories

   154,841    —      (101,127   —      —      53,714    53,714    —      (17,557   36,157 

Allowance for impairment of accounts receivable

   87    —      (87   —      —      —   

Year of 2018 :

            

Year of 2019 :

        

Allowance for impairment of property, plant and equipment

   320,455    —      (2,862   —      —      317,593    317,593    9,938    (134,191   193,340 

Allowance for impairment of obsolescence and decline in market value of inventories

   53,714    —      (17,557   —      —      36,157    36,157    27,341    —      63,498 

Loss allowance for accounts receivable*

   1,819    322    —      —      —      2,141 

For movements in provisions for deficiency compensation, refund liabilities and loss allowance for contract assets, accounts receivable, and other receivables, please refer to Notes 27, 28 and 33, respectively.

*

The Group initially applied IFRS 9 on January 1, 2018, and recorded loss allowance amounted to NT$1,819 thousand based on expected credit loss. Please refer to Note 41 for the details of significant effects as of January 1, 2018 on applying the aforementioned new standard.

 

41.39.

Effects on initial application of IFRS 9 and information for the yearsyear ended December 31, 2016 and 2017 in conformity with IAS 39

 

 a)

Summaries of adopting significant accounting policies for the yearsyear ended December 31, 2016 and 2017:

Investments and other financial assets

Initial recognition and measurement

The Group’s financial assets are classified, at initial recognition, into financial assets at fair value through profit or loss (“FVTPL”),FVTPL, loans and receivables andavailable-for-sale financial investments. When financial assets are recognized initially, they are measured at fair value plus transaction costs that are attributable to the acquisition of the financial assets.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

41.

Effects on initial application of IFRS 9 and information for the years ended December 31, 2016 and 2017 in conformity with IAS 39 (continued)

a)

Summaries of adopting significant accounting policies for the years ended December 31, 2016 and 2017 (continued):

Investments and other financial assets (continued)

Initial recognition and measurement (continued)

All regular way purchases or sales of financial assets are recognized on the settlement date, that is, the date that the Group completes the purchase or sell of the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

39.

Effects on initial application of IFRS 9 and information for the year ended December 31, 2017 in conformity with IAS 39 (continued)

a)

Summaries of adopting significant accounting policies for the year ended December 31, 2017: (continued)

Investments and other financial assets (continued)

Effective interest method

The effective interest method is a method of calculating the amortized cost of loans and receivables and a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period.

Income is recognized on an effective interest basis for debt instruments.

Subsequent measurement

The subsequent measurement of financial assets depends on their classification as follows:

Financial assets at fair value through profit or loss

Financial assets at FVTPL include financial assets held for trading and those designated as at FVTPL upon initial recognition.

A financial asset is classified as held for trading, mainly for cash management purpose as part of operating activities, if it has been acquired principally for the purpose of selling in the near future; or it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or it is a derivative that is not designated and effective as a hedging instrument.

A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:

 

such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

 

the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

 

it forms part of a contract containing one or more embedded derivatives, and IAS 39 “Financial Instruments: Recognition and Measurement” permits the entire combined contract (asset or liability) to be designated as at FVTPL.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

41.

Effects on initial application of IFRS 9 and information for the years ended December 31, 2016 and 2017 in conformity with IAS 39 (continued)

a)

Summaries of adopting significant accounting policies for the years ended December 31, 2016 and 2017 (continued):

Investments and other financial assets (continued)

Subsequent measurement (continued)

Loans and receivables

Loans and receivables arenon-derivative financial assets with fixed or determinable payments that are not quoted in an active market. At the end of each reporting period, subsequent to initial recognition, loans and receivables (including accounts and notes receivables, other receivables, refundable deposits, short-term deposits and cash and cash equivalents) are carried at amortized cost using the effective interest method, less any identified impairment losses.

Available-for-sale financial investments

Available-for-sale financial investments arenon-derivative financial assets in unlisted equity investments. Equity investments classified as available for sale are those which are neither classified as held for trading nor designated as at fair value through profit or loss.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

39.

Effects on initial application of IFRS 9 and information for the year ended December 31, 2017 in conformity with IAS 39 (continued)

a)

Summaries of adopting significant accounting policies for the year ended December 31, 2017: (continued)

Investments and other financial assets (continued)

Subsequent measurement (continued)

Available-for-sale financial investments (continued)

When the fair value of unlisted equity investments cannot be reliably measured because (a) the variability in the range of reasonable fair value estimates is significant for that investment or (b) the probabilities of the various estimates within the range cannot be reasonably assessed and used in estimating fair value, such investments are stated at cost less any impairment losses.

The Group evaluates whether the ability and intention to sell itsavailable-for-sale financial investments in the near term are still appropriate. When, in rare circumstances, the Group is unable to trade these financial assets due to inactive markets, the Group may elect to reclassify these financial assets if management has the ability and intention to hold the assets for the foreseeable future or until maturity.

Impairment of financial assets

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that occurred after the initial recognition of the asset have an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that a debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

41.

Effects on initial application of IFRS 9 and information for the years ended December 31, 2016 and 2017 in conformity with IAS 39 (continued)

a)

Summaries of adopting significant accounting policies for the years ended December 31, 2016 and 2017 (continued):

Impairment of financial assets (continued)

Financial assets carried at amortized cost

For financial assets carried at amortized cost, the Group first assesses whether impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in a collective assessment of impairment.

The amount of any impairment loss identified is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate (i.e., the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognized in the consolidated statements of comprehensive income. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Loans and receivables together with any associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Group.

If, in a subsequent period, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. Ifa write-off is later recovered, the recovery is credited to other expenses in the consolidated statements of comprehensive income.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

39.

Effects on initial application of IFRS 9 and information for the year ended December 31, 2017 in conformity with IAS 39 (continued)

a)

Summaries of adopting significant accounting policies for the year ended December 31, 2017: (continued)

Impairment of financial assets (continued)

Available-for-sale financial assets

The amount of the impairment loss is measured as the difference between the asset’s acquisition cost (less any principal repayment and amortization) and current fair value, less any impairment loss on that financial asset previously recognized in profit or loss, and is reclassified from “other comprehensive income” to “profit or loss”. If, in a subsequent period, the fair value of an investment in a debt instrument increases, and the increase can be related objectively to an event occurring after the impairment loss was recognized, then such impairment loss is reversed through profit or loss. Impairment loss of an investment in an equity instrument recognized in profit or loss shall not be reversed through profit or loss. Impairment loss is recognized and reversed by adjusting the carrying amount of the asset directly.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

41.

Effects on initial application of IFRS 9 and information for the years ended December 31, 2016 and 2017 in conformity with IAS 39 (continued)

 

 b)

The Group initially applied IFRS 9 on January 1, 2018, and recorded loss allowance based on expected credit loss. The impact was contract assets decreased by NT$115 thousand, (US$4 thousand), accounts receivable decreased by NT$1,819 thousand, (US$59 thousand), other receivables decreased by NT$5 thousand, (US$163), other receivables – related parties decreased by NT$2 thousand, (US$65), retained earnings decreased by NT$1,940 thousand (US$63 thousand) and deferred tax assets increased by NT$1 thousand (US$33).thousand.

 

 c)

The carrying amount of financial assets transferred from December 31, 2017 under IAS 39 to January 1, 2018 under IFRS 9 is reconciled as follows:

 

                             Effects 
   Note   Measured
at cost
  Measured
at fair
value

through
profit or
loss
   Measured at
fair value
through other

comprehensive
income
   Other
financial
assets
  Measured
at

amortized
cost
   Total   Retained
earnings
   Other
equity
interest
 
       NT$000  NT$000   NT$000   NT$000  NT$000   NT$000   NT$000   NT$000 

IAS 39

     20,890   —      —      70,241   —      91,131    —      —   

Transferred into and measured at fair value through profit or loss

   (c)    (10,940  10,940    —      —     —      —      —      —   

Transferred into and measured at fair value through other comprehensive income

   (b)    (9,950  —      9,950    —     —      —      —      —   

Transfer into and measured at amortized cost

   (a)    —     —      —      (70,241  70,241    —      —      —   

Fair value adjustment

   (b)(c)    —     493    50,801    —     —      51,294    493    79,385 

Impairment loss adjustment

   (b)    —     —      28,584    —     —      28,584    28,584    (28,584

Income tax adjustment

   (b)    —     —      —      —     —      —      —      (8,636
    

 

 

  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

IFRS 9

     —     11,433    89,335    —     70,241    171,009    29,077    42,165 
    

 

 

  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

 

 (a)

The Group’s restricted bank deposits that failed to meet the definition of cash and cash equivalents amounted to NT$70,241 thousand (US$2,295 thousand) were classified as “Other financial assets” under IAS 39. Since the assets’ cash flows represent solely payments of principal and interest, the restricted bank deposits were reclassified as “Financial assets at amortized cost” amounted to NT$70,241 thousand (US$2,295 thousand) on initial application of IFRS 9.

 

 (b)

Given the Group’savailable-for-sale financial assets amounted to NT$9,950 thousand (US$325 thousand) under IAS 39 were not held for the purpose of trading, it was elected to classify as “Financial assets at fair value through other comprehensive income” and increased by NT$89,335 thousand (US$2,918 thousand) on initial application of IFRS 9. Accompanying retained earnings, other equity interest and deferred tax liabilities were increased by NT$28,584 thousand, (US$934 thousand), NT$42,165 thousand (US$1,377 thousand) and NT$8,636 thousand, (US$282 thousand), respectively.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

39.

Effects on initial application of IFRS 9 and information for the year ended December 31, 2017 in conformity with IAS 39 (continued)

c)

The carrying amount of financial assets transferred from December 31, 2017 under IAS 39 to January 1, 2018 under IFRS 9 is reconciled as follows: (continued)

 

 (c)

The Group’savailable-for-sale financial assets amounted to NT$10,940 thousand (US$357 thousand) under IAS 39 were classified as “Financial assets at fair value through profit or loss” and increased by NT$11,433 thousand (US$374 thousand) in compliance with IFRS 9. Accompanying retained earnings were increased by NT$493 thousand (US$16 thousand).

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

41.

Effects on initial application of IFRS 9 and information for the years ended December 31, 2016 and 2017 in conformity with IAS 39 (continued)thousand.

 

 d)

The significant account as of December 31, 2017 is as follows:

Available-for-sale financial assets

 

   December 31,
2017
 
   NT$000 

Unlisted equity investments, at cost

   49,474 

Less: Allowance for impairment losses

   (28,584
  

 

 

 
   20,890 
  

 

 

 

Due to the operation loss and accumulated deficit of VIGOUR TECHNOLOGY Corporation (“VIGOUR”), the Company has recognized full impairment loss of its investments on VIGOUR amounted to NT$41,336 thousand in prior years. Based on the Company’s assessment, considering VIGOUR is currently in liquidation process and no residual assets are expected to be available for distributions, the carrying amount of investments and accumulated impairment losses were reclassified to “Other receivables” in the fourth quarter of 2017.

As of December 31, 2017, noavailable-for-sale financial assets were pledged.

 

 e)

Credit risk information as of December 31, 2017 is as follows:

 

 (a)

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily accounts and other receivables) and from its financing activities (primarily deposits with banks and financial instruments).

 

 (b)

Each business unit performs ongoing credit evaluation of the debtors’ financial condition according to the Group’s established policy, procedures and control relating to customer credit risk management. The Group maintains an account for allowance for doubtful receivables based upon the available facts and circumstances, historical collection andwrite-off experiences of all trade and other receivables which consequently minimizes the Group’s exposure to bad debts.

 

 (c)

Credit risk from balances with banks and financial institutions is managed by the Group’s finance unit in accordance with the Group’s policy. Bank balances are held with financial institutions of good standing. The Group’s exposure to credit risk arising from the default of counter-parties is limited to the carrying amount of these instruments.

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

39.

Effects on initial application of IFRS 9 and information for the year ended December 31, 2017 in conformity with IAS 39 (continued)

e)

Credit risk information as of December 31, 2017 is as follows: (continued)

 (d)

The aging of accounts receivable which are past due but not impaired is as follows:

 

   December 31,
2017
 
   NT$000 

£ 1 month

   10,482 

1-21 – 2 months

   477 

2-32 – 3 months

   426 

3-43 – 4 months

   1,431 

> 4 months

   3,056 
  

 

 

 
   15,872 
  

 

 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

41.

Effects on initial application of IFRS 9 and information for the years ended December 31, 2016 and 2017 in conformity with IAS 39 (continued)

 

 (e)

The movements in allowance for impairment of accounts and other receivables during the year is as follows:

 

   Accounts
receivable
   Other
receivables
 
   NT$000   NT$000 

January 1, 2017

   87    —   

Reversal of allowance for impairment losses

   (87   —   
  

 

 

   

 

 

 

December 31, 2017

       —   
  

 

 

   

 

 

 

Receivables that were neither past due nor impaired relate to a large number of diversified customers for whom there was no recent history of default.

Receivables that were past due but not impaired relate to a number of independent customers that have a good track record with the Group. Based on past experience, the management of the Company are of the opinion that no provision for impairment is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are still considered fully recoverable.

The individually impaired receivables related to customers that were in financial difficulties or other factors, e.g. the customers were in default or delinquency in interest or principal payments and only a portion of the receivables is expected to be recovered.

The Group’s accounts receivable that were neither past due nor impaired were fully performed in line with the credit standards prescribed based on counterparties’ industrial characteristics, scale of business and profitability.

 

 (f)

As of December 31, 2017, no accounts and notes and other receivables were pledged.

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017, 2018 and 20182019

 

 

 

42.40.

Effects onof initial application of IFRS 15 and information for the yearsyear ended December 31, 2016 and 2017 in conformity with IAS 18

 

 a)

The significant accounting policies applied on revenue recognition for the yearsyear ended December 31, 2016 and 2017 areis set out below:

Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits arising in the course of business will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty.

The Group engaged in the research, development, manufacturing and sale of high-integration and high-precision integrated circuits and related assembly and testing services. The criteria that the Group uses to determine when to recognize revenue are: (a) the Group has transferred to the buyer the significant risks and rewards of ownership of the goods; (b) the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; (c) the amount of revenue can be measured reliably; (d) it is probable that the economic benefits associated with the transaction will flow to the Group ; (e) the stage of completion of the transaction at the end of the reporting period can be measured reliably, and (f) the costs incurred for the transaction and the costs to complete the transaction can be measured reliably.

The Group does not take ownership of: (1) bare semiconductor wafers received from customers that are assembled into finished semiconductors, and (2) assembled semiconductors received from the customers that it tests. The title and risk of loss remains with the customer for those bare semiconductors and/or assembled semiconductors. Accordingly, the customer-supplied semiconductor materials are not included in the consolidated financial statements.

The Group does not provide warranties to customers except in cases of defects in the assembly services provided and deficiencies in testing services provided. An appropriate sales allowance is recognized in the period during which the sale is recognized, and is estimated based on historical experience.

 

 b)

The revenue recognized by using above accounting policies for the year ended December 31, 2017 areis provided in Note 4.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

40.

Effects of initial application of IFRS 15 and information for the year ended December 31, 2017 in conformity with IAS 18 (continued)

 

 c)

The impact and description on consolidated statement of financial position and statement of comprehensive income if the Group continues adopting above accounting policies as of and for the year ended December 31, 2018 are as follows:

 

       December 31, 2018 

Consolidated statement of financial position items

  Description   Balance
under IFRS 15
   Balance under
previous
accounting
policies
   Impact on
accounting
policy change
 
       NT$000   NT$000   NT$000 

Contract assets

   (d)(f)(g)    299,835    —      299,835 

Inventories

   (e)    1,778,835    2,016,106    (237,271

Deferred tax assets

   (h)    226,716    226,635    81 

Contract liabilities

   (i)    1,432    —      1,432 

Receipts in advance

   (i)    1,013    2,445    (1,432

Current provisions

   (j)    29,352    61,979    (32,627

Current refund liabilities

   (j)    32,627    —      32,627 

Retained earnings

     3,602,663    3,540,018    62,645 

       December 31, 2018 

Consolidated statement

of financial position items

  Description   Balance
    under IFRS 15    
       Balance under    
previous
accounting
policies
   Impact on
accounting
policy change
 
       NT$000   NT$000   NT$000 

Contract assets

   (d)(f)(g)    299,835    —      299,835 

Inventories

   (e)    1,778,835    2,016,106    (237,271

Deferred tax assets

   (h)    226,716    226,635    81 

Contract liabilities

   (i)    1,432    —      1,432 

Receipts in advance

   (i)    1,013    2,445    (1,432

Current provisions

   (j)    29,352    61,979    (32,627

Current refund liabilities

   (j)    32,627    —      32,627 

Retained earnings

          3,602,663         3,540,018         62,645 

 

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

42.

Effects on initial application of IFRS 15 and information for the years ended December 31, 2016 and 2017 in conformity with IAS 18 (continued)

       2018 

Consolidated statement of

comprehensive income items

  Description   Balance
under IFRS 15
   Balance under
previous
accounting
policies
   Impact on
accounting
policy change
 
       NT$000   NT$000   NT$000 

Revenue

   (a)(d)    18,480,027    18,434,763    45,264 

Cost of revenue

   (a)(e)    (15,050,032   (15,021,266   (28,766

Operating expenses

   (f)    (1,477,788   (1,477,653   (135

Othernon-operating income (expenses), net

   (g)    173,070    173,476    (406

Income tax expense

   (c)(h)    (456,618   (465,392   8,774 

Profit for the year

     1,325,824    1,301,093    24,731 

Earnings per share (in dollars)

        

Basic

    NT$1.65   NT$1.62   NT$0.03 

Diluted

    NT$1.63   NT$1.60   NT$0.03 

       2018 

Consolidated statement

of comprehensive income items

  Description   Balance
    under IFRS 15    
       Balance under    
previous
accounting
policies
   Impact on
accounting
policy change
 
       NT$000   NT$000   NT$000 

Revenue

   (a)(d)    18,480,027    18,434,763    45,264 

Cost of revenue

   (a)(e)    (15,050,032   (15,021,266   (28,766

Operating expenses

   (f)    (1,477,788   (1,477,653   (135

Othernon-operating income

(expenses), net

   (g)    173,070    173,476    (406

Income tax expense

   (c)(h)    (456,618   (465,392   8,774 

Profit for the year

     1,325,824    1,301,093    24,731 

Earnings per share (in dollars)

        

Basic

    NT$1.65   NT$1.62   NT$0.03 

Diluted

    NT$1.63   NT$1.60   NT$0.03 

Explanation on the adjustments:

Impact on January 1, 2018

 

 (a)

Revenue recognition of customized products

The Group provides high-integration and high-precision integrated circuits and related assembly and testing services based on the specifications as required by the customers. The revenue is recognized when the significant risks and rewards are transferred to customers under previous accounting policies, and the timing of recognition usually occurred upon service completion. Under IFRS 15, considering that the Group provides assembly and testing service to create or enhance a highly customized product and the customer controls the asset as it is created or enhanced, the revenue will be recognized based on the progress towards completion. As a result, retained earnings increased by NT$46,607 thousand, (US$1,523 thousand), inventories decreased by NT$208,505 thousand (US$6,812 thousand) and contract assets increased by NT$255,112 thousand (US$8,334 thousand).thousand.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

40.

Effects of initial application of IFRS 15 and information for the year ended December 31, 2017 in conformity with IAS 18 (continued)

c)

The impact and description on consolidated statement of financial position and statement of comprehensive income if the Group continues adopting above accounting policies as of and for the year ended December 31, 2018 are as follows: (continued)

Explanation on the adjustments: (continued)

Impact on January 1, 2018 (continued)

 

 (b)

Presentation of refund liabilities

By adopting IFRS 15, the Group’s provision for sales allowance amounted to NT$70,156 thousand (US$2,292 thousand) is presented as current refund liabilities from January 1, 2018, which was previously presented as current provisions.

 

 (c)

Recognition of deferred tax

When initially adopting IFRS 15, the Group recognized adjustments in the statement of financial position which resulted to temporary differences. Accordingly, as of January 1, 2018, deferred tax assets decreased by NT$626 thousand, (US$20 thousand), deferred tax liabilities increased by NT$8,067 thousand (US$264 thousand) and retained earnings decreased by NT$8,693 thousand (US$284 thousand).

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2016, 2017 and 2018

42.

Effects on initial application of IFRS 15 and information for the years ended December 31, 2016 and 2017 in conformity with IAS 18 (continued)

Explanation on the adjustments (continued):

thousand.

Impact on December 31, 2018

 

 (d)

Contract assets and revenue recognition

Under IFRS 15, the Group provides assembly and testing service to create or enhance a highly customized product and the customer controls the asset as it is created or enhanced, the revenue will be recognized based on the progress towards completion. As a result, contract assets and revenue increased by NT$300,376 thousand (US$9,813 thousand) as of December 31, 2018.

 

 (e)

Transfer inventory to cost of revenue

Under IFRS 15, when revenue is recognized based on the progress towards completion, work in process and finished goods in ending inventories should be transferred to cost of revenue at the end of the reporting period. As a result, inventories decreased and cost of revenue increased by NT$237,271 thousand (US$7,751 thousand) as of December 31, 2018.

 

 (f)

Expected credit loss recognition

Under IFRS 15, when contract assets and revenue are recognized based on the progress towards completion, loss allowance is recognized based on the expected credit loss model. As a result, expected credit loss increased and contract assets decreased by NT$135 thousand (US$4 thousand) for the year ended December 31, 2018.

 

 (g)

Foreign exchange

Under IFRS 15, when contract assets and revenue are recognized based on the progress towards completion, foreign exchange loss is also recognized using the exchange rates prevailing at the statement of financial position date. As a result, foreign exchange loss increased and contract assets decreased by NT$406 thousand (US$13 thousand) for the year ended December 31, 2018.

 

 (h)

Recognition of deferred tax

In summary, foreign exchange loss recognized would result to a temporary difference. Accordingly, deferred tax assets increased and income tax expense decreased by NT$81 thousand (US$3 thousand) for the year ended December 31, 2018.

 

 (i)

Presentation of contract liabilities

By adopting IFRS 15, advance payments amounted to NT$1,432 thousand (US$47 thousand) in certain assembly and testing service contracts were presented as contract liabilities as of December 31, 2018, which were previously presented as receipts in advance.

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements (Continued)

December 31, 2017, 2018 and 2019

40.

Effects of initial application of IFRS 15 and information for the year ended December 31, 2017 in conformity with IAS 18 (continued)

c)

The impact and description on consolidated statement of financial position and statement of comprehensive income if the Group continues adopting above accounting policies as of and for the year ended December 31, 2018 are as follows: (continued)

Explanation on the adjustments: (continued)

Impact on December 31, 2018 (continued)

 

 (j)

Presentation of refund liabilities

By adopting IFRS 15, the Group’s provision for sales allowance amounted to NT$32,627 thousand (US$1,066 thousand) was presented as current refund liabilities as of December 31, 2018, which was previously presented as current provisions.

 

 

F-84F-82