UNITED MICROELECTRONICS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT ACCOUNTANTS
FOR THE YEARS ENDED
DECEMBER 31, 2013 AND 2012
Address: No. 3 Li-Hsin Road II, Hsinchu Science Park, Hsinchu City, Taiwan, R.O.C.
Telephone: 886-3-578-2258
The reader is advised that these consolidated financial statements have been prepared originally in Chinese. In the event of a conflict between these financial statements and the original Chinese version or difference in interpretation between the two versions, the Chinese language financial statements shall prevail.
1
AUDIT REPORT OF INDEPENDENT ACCOUNTANTS
English Translation of a Report Originally Issued in Chinese
To United Microelectronics Corporation
We have audited the accompanying consolidated balance sheets ofUnited Microelectronics Corporation and subsidiaries (collectively, the “Company”) as ofDecember 31, 2013, December 31, 2012 and January 1, 2012, the related consolidated statements of comprehensive income, consolidated statements of changes in equity, and cash flows for the years ended December 31, 2013 and 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. Certain investments, which were accounted for under the equity method based on the financial statements of the investees, were audited by other independent accountants. Our audit, insofar as it related to the investments accounted for under the equity method balances of NT$3,972 million, NT$4,213 million and NT$4,379 million, which represented 1.34%, 1.49% and 1.56% of the total consolidated assets as of December 31, 2013, December 31, 2012 and January 1, 2012, respectively, the related shares of investment income from the associates and joint ventures amounted to NT$180 million and NT$57 million, which represented 1.25% and 0.89% of the consolidated income from continuing operations before income tax for the years ended December 31, 2013 and 2012, respectively, and the related shares of other comprehensive income (loss) from the associates and joint ventures amounted to NT$254 million and NT$(169) million, which represented 2.08% and 7.26% of the consolidated total comprehensive income (loss), for the years ended December 31, 2013 and 2012, respectively, are based solely on the reports of other independent accountants.
We conducted our audits in accordance with auditing standards generally accepted in the Republic of China and “Guidelines for Certified Public Accountants’ Examination and Reports on Financial Statements”, which require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall consolidated financial statement presentation. We believe that our audits and the reports of other independent auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other independent accountants, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of United Microelectronics Corporation and subsidiaries as of December 31, 2013, December 31, 2012 andJanuary 1, 2012, and the consolidated results of their operations and their cash flows for the years ended December 31, 2013 and 2012, in conformity with the requirements of the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee which are endorsed by Financial Supervisory Commission of the Republic of China.
We have audited and expressed a modified unqualified opinion on the stand alone financial statements of United Microelectronics Corporation for the years ended December 31, 2013 and 2012.
ERNST & YOUNG
Taiwan
Republic of China
March 12, 2014
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
2
English Translation of Consolidated Financial Statements Originally Issued in Chinese | ||||||||
UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
December 31, 2013, December 31, 2012 and January 1, 2012 | ||||||||
(Expressed in Thousands of New Taiwan Dollars) | ||||||||
As of | ||||||||
Assets | Notes | December 31, | December 31, | January 1, | ||||
Current assets | ||||||||
Cash and cash equivalents | 4, 6(1) | $ 50,830,678 | $ 42,488,490 | $ 49,062,128 | ||||
Financial assets at fair value through profit | 4, 6(2), 12(6) | 633,264 | 655,994 | 695,931 | ||||
or loss, current | ||||||||
Available-for-sale financial assets, current | 4, 6(5), 12(6) | 2,134,379 | 4,330,880 | 5,124,780 | ||||
Held-to-maturity financial assets, current | 4 | - | - | 13,524 | ||||
Notes receivable | 4 | 194,939 | 25,308 | 74,572 | ||||
Accounts receivable, net | 4, 6(3) | 16,624,352 | 16,220,832 | 14,390,541 | ||||
Accounts receivable-related parties, net | 4, 7 | 2,854 | 81,741 | 130,553 | ||||
Other receivables | 4 | 725,083 | 768,991 | 653,542 | ||||
Current tax assets | 4 | 54,626 | 77,861 | 84,566 | ||||
Inventories, net | 4, 5, 6(4) | 13,993,259 | 13,023,710 | 12,703,706 | ||||
Prepayments | 1,604,349 | 1,918,783 | 791,243 | |||||
Non-current assets held for sale | 4 | - | 313,171 | 583 | ||||
Other current assets | 1,998,441 | 121,370 | 28,331 | |||||
Total current assets | 88,796,224 | 80,027,131 | 83,754,000 | |||||
Non-current assets | ||||||||
Financial assets at fair value through profit | 4, 6(2), 12(6) | 60,441 | 72,706 | 119,711 | ||||
or loss, noncurrent | ||||||||
Available-for-sale financial assets, noncurrent | 4, 5, 6(5), 7, 12(6) | 19,556,141 | 19,975,737 | 23,444,547 | ||||
Financial assets measured at cost, noncurrent | 4, 6(6) | 4,085,292 | 3,162,118 | 3,053,958 | ||||
Investments accounted for under the equity method | 4, 6(7) | 8,441,836 | 11,769,748 | 11,225,174 | ||||
Property, plant and equipment | 4, 5, 6(8), 8 | 162,352,900 | 159,943,805 | 141,861,562 | ||||
Intangible assets | 4, 6(9) | 4,739,647 | 2,798,159 | 1,483,781 | ||||
Deferred tax assets | 4, 5, 6(21) | 2,692,223 | 3,354,582 | 3,649,591 | ||||
Prepayment for equipments | 409,860 | 343,869 | 10,319,826 | |||||
Deposits-out | 8 | 1,289,975 | 1,377,327 | 1,316,904 | ||||
Prepayment for investments | - | 34,803 | 44,392 | |||||
Other assets-others | 3,478,290 | 178,720 | 1,044,412 | |||||
Total non-current assets | 207,106,605 | 203,011,574 | 197,563,858 | |||||
Total assets | $ 295,902,829 | $ 283,038,705 | $ 281,317,858 | |||||
(continued) |
3
English Translation of Consolidated Financial Statements Originally Issued in Chinese | ||||||||
UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
December 31, 2013, December 31, 2012 and January 1, 2012 | ||||||||
(Expressed in Thousands of New Taiwan Dollars) | ||||||||
As of | ||||||||
Liabilities and Equity | Notes | December 31, | December 31, | January 1, | ||||
Current liabilities | ||||||||
Short-term loans | 6(10) | $ 4,643,573 | $ 5,772,615 | $ 9,411,877 | ||||
Financial liabilities at fair value through profit or loss, current | 4, 5, 6(11), 12(6) | 1,928 | 767,605 | 741,531 | ||||
Notes and accounts payable | 7,414,188 | 6,265,920 | 5,010,222 | |||||
Other payables | 11,052,981 | 10,961,670 | 9,771,320 | |||||
Payables on equipment | 6,700,743 | 5,382,395 | 8,517,694 | |||||
Current tax liabilities | 4 | 961,169 | 1,191,790 | 514,977 | ||||
Current portion of long-term liabilities | 4, 6(12), 6(13) | 16,545,226 | 8,887,006 | 8,002,051 | ||||
Other current liabilities | 884,162 | 891,511 | 870,104 | |||||
Total current liabilities | 48,203,970 | 40,120,512 | 42,839,776 | |||||
| ||||||||
Non-current liabilities | ||||||||
Bonds payable | 4, 6(12) | 19,979,354 | 21,932,193 | 11,984,404 | ||||
Long-term loans | 6(13), 8 | 8,435,851 | 10,222,620 | 9,110,982 | ||||
Deferred tax liabilities | 4, 5, 6(21) | 2,517,144 | 1,642,205 | 415,777 | ||||
Accrued pension liabilities | 4, 5, 6(14) | 3,797,785 | 4,239,243 | 3,965,752 | ||||
Deposits-in | 321,856 | 153,745 | 105,617 | |||||
Other liabilities-others | 205,693 | 197,147 | 336,009 | |||||
Total non-current liabilities | 35,257,683 | 38,387,153 | 25,918,541 | |||||
Total liabilities | 83,461,653 | 78,507,665 | 68,758,317 | |||||
Equity attributable to the parent company | ||||||||
Capital | 4, 5, 6(15), 6(16) | |||||||
Common stock | 126,920,817 | 129,518,055 | 130,843,416 | |||||
Capital collected in advance | 25,682 | 3,038 | 1,140 | |||||
Additional paid-in capital | 4, 5, 6(12), 6(15), 6(16) | |||||||
Premiums | 43,156,776 | 44,043,498 | 44,499,645 | |||||
Treasury stock transactions | 1,216,920 | 2,011,469 | 787,465 | |||||
The differences between the fair value of the consideration paid or received from acquiring | 280,308 | 5,445 | - | |||||
or disposing subsidiaries and the carrying amounts of the subsidiaries | ||||||||
Employee stock options | 266,314 | 353,879 | 580,933 | |||||
Stock options | 406,136 | 486,235 | 491,876 | |||||
Retained earnings | 6(15) | |||||||
Legal reserve | 5,248,824 | 4,476,570 | 3,442,856 | |||||
Unappropriated earnings | 27,189,160 | 20,013,666 | 21,631,463 | |||||
Other components of equity | 4 | |||||||
Exchange differences on translation of foreign operations | (5,271,199) | (5,588,631) | (2,214,959) | |||||
Unrealized gains or losses on available-for-sale financial assets | 11,046,696 | 11,600,066 | 14,331,187 | |||||
Treasury stock | 4, 6(15) | (2,365,246) | (4,963,389) | (6,223,357) | ||||
Total equity attributable to the parent company | 208,121,188 | 201,959,901 | 208,171,665 | |||||
| ||||||||
Non-controlling interests | 6(15) | 4,319,988 | 2,571,139 | 4,387,876 | ||||
Total equity | 212,441,176 | 204,531,040 | 212,559,541 | |||||
| ||||||||
Total liabilities and equity | $ 295,902,829 | $ 283,038,705 | $ 281,317,858 | |||||
The accompanying notes are an integral part of the consolidated financial statements. |
4
English Translation of Consolidated Financial Statements Originally Issued in Chinese | |||||
UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES | |||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||||
For the years ended December 31, 2013 and 2012 | |||||
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share) | |||||
| For the years ended December 31, | ||||
Notes | 2013 | 2012 | |||
Operating revenues | 4, 5, 7, 14 | ||||
Sales revenues | $ 120,503,074 | $ 113,503,713 | |||
Less: Sales returns and discounts | (602,089) | (1,030,561) | |||
Net sales | 119,900,985 | 112,473,152 | |||
Other operating revenues | 3,910,651 | 3,201,611 | |||
Net operating revenues | 123,811,636 | 115,674,763 | |||
Operating costs | 4, 6(4), 6(14) | ||||
| 6(16), 6(17), 14 | ||||
Costs of goods sold | (97,674,976) | (93,931,976) | |||
Other operating costs | (2,573,685) | (2,433,515) | |||
Operating costs | (100,248,661) | (96,365,491) | |||
Gross profit | 23,562,975 | 19,309,272 | |||
Unrealized sales profit (loss) | - | (89) | |||
Realized sales profit (loss) | - | 365 | |||
Gross profit-net | 23,562,975 | 19,309,548 | |||
Operating expenses | 4, 6(14), 6(16) | ||||
| 6(17), 7, 14 | ||||
Sales and marketing expenses | (3,247,000) | (2,748,807) | |||
General and administrative expenses | (3,665,472) | (3,130,441) | |||
Research and development expenses | (12,493,051) | (9,786,506) | |||
Subtotal | (19,405,523) | (15,665,754) | |||
Net other operating income and expenses | 4, 6(18) | (125,332) | (2,790,775) | ||
Operating income | 4,032,120 | 853,019 | |||
Non-operating income and expenses | |||||
Other income | 4, 6(19) | 1,091,309 | 1,243,822 | ||
Other gains and losses | 4, 6(19) | 1,821,862 | 3,983,147 | ||
Finance costs | 6(19) | (678,406) | (538,269) | ||
Share of profit or loss of associates and joint ventures | 4, 6(7), 14 | 748,601 | 715,528 | ||
Bargain purchase gain | 4, 6(23) | 7,153,529 | - | ||
Exchange gain, net | 4 | 192,779 | 120,337 | ||
Subtotal | 10,329,674 | 5,524,565 | |||
Income from continuing operations before income tax | 14,361,794 | 6,377,584 | |||
Income tax expense | 4, 5, 6(21), 14 | (2,256,834) | (2,145,983) | ||
Net income | 12,104,960 | 4,231,601 | |||
Other comprehensive income (loss) | 6(20) | ||||
Exchange differences on translation of foreign operations | (154,613) | (2,802,004) | |||
Unrealized loss on available-for-sale financial assets | (856,326) | (2,589,508) | |||
Actuarial gain (loss) on defined benefit plans | 6(14) | 456,478 | (525,243) | ||
Share of other comprehensive income of associates and joint ventures | 4 | 481,381 | (425,307) | ||
Income tax related to components of other comprehensive income | 4, 6(21) | 227,217 | (211,400) | ||
Total other comprehensive income (loss), net of tax | 154,137 | (6,553,462) | |||
| |||||
Total comprehensive income (loss) | $ 12,259,097 | $ (2,321,861) | |||
| |||||
Net income attributable to: | |||||
Stockholders of the parent | $ 12,630,203 | $ 6,177,127 | |||
Non-controlling interests | (525,243) | (1,945,526) | |||
| $ 12,104,960 | $ 4,231,601 | |||
| |||||
Comprehensive income (loss) attributable to: | |||||
Stockholders of the parent | $ 12,773,120 | $ (371,173) | |||
Non-controlling interests | (514,023) | (1,950,688) | |||
| $ 12,259,097 | $ (2,321,861) | |||
| |||||
Earnings per share (NTD) | 4, 6(22) | ||||
Earnings per share-basic | $ 1.01 | $ 0.49 | |||
Earnings per share-diluted | $ 0.95 | $ 0.47 | |||
The accompanying notes are an integral part of the consolidated financial statements. |
5
English Translation of Consolidated Financial Statements Originally Issued in Chinese | |||||||||||||||||||||||
UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES | |||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | |||||||||||||||||||||||
For the years ended December 31, 2013 and 2012 | |||||||||||||||||||||||
(Expressed in Thousands of New Taiwan Dollars) | |||||||||||||||||||||||
Capital | Retained Earnings | Exchange Differences on Translation of Foreign Operations | Unrealized Gain or Loss on Available-for-Sale Financial Assets | ||||||||||||||||||||
Notes | Common Stock | Collected in Advance | Additional | Legal Reserve | Unappropriated Earnings | Treasury Stock | Total | Non-Controlling Interests | Total Equity | ||||||||||||||
Balance as of January 1, 2012 | 6(15) | $ 130,843,416 | $ 1,140 | $ 46,359,919 | $ 3,442,856 | $ 21,631,463 | $ (2,214,959) | $ 14,331,187 | $ (6,223,357) | $ 208,171,665 | $ 4,387,876 | $ 212,559,541 | |||||||||||
Appropriation and distribution of 2011 retained earnings | 6(15) | ||||||||||||||||||||||
Legal reserve | - | - | - | 1,033,714 | (1,033,714) | - | - | - | - | - | - | ||||||||||||
Cash dividends | - | - | - | - | (6,316,435) | - | - | - | (6,316,435) | - | (6,316,435) | ||||||||||||
Net income in 2012 | 6(15) | - | - | - | - | 6,177,127 | - | - | - | 6,177,127 | (1,945,526) | 4,231,601 | |||||||||||
Other comprehensive income (loss), net of tax in 2012 | 6(15), 6(20) | - | - | - | - | (443,507) | (3,373,672) | (2,731,121) | - | (6,548,300) | (5,162) | (6,553,462) | |||||||||||
Total comprehensive income (loss) | - | - | - | - | 5,733,620 | (3,373,672) | (2,731,121) | - | (371,173) | (1,950,688) | (2,321,861) | ||||||||||||
Share-based payment transaction | 4, 5, 6(15), 6(16) | 253,983 | 1,898 | 212,998 | - | - | - | - | - | 468,879 | - | 468,879 | |||||||||||
Convertible bonds repurchased | - | - | (6,403) | - | - | - | - | - | (6,403) | - | (6,403) | ||||||||||||
Treasury stock cancelled | 4, 6(15) | (1,579,344) | - | 319,376 | - | - | - | - | 1,259,968 | - | - | - | |||||||||||
Share of changes in net assets of associates and joint ventures accounted for using equity method | - | - | 2,878 | - | 9,312 | - | - | - | 12,190 | - | 12,190 | ||||||||||||
Adjustments arising from changes in percentage of ownership in subsidiaries | 4, 6(15) | - | - | 2,567 | - | (10,580) | - | - | - | (8,013) | 165,774 | 157,761 | |||||||||||
Adjustments for dividends subsidiaries received from parent company | - | - | 8,036 | - | - | - | - | - | 8,036 | - | 8,036 | ||||||||||||
Decrease in non-controlling interests | 6(15) | - | - | - | - | - | - | - | - | - | (31,823) | (31,823) | |||||||||||
Others | - | - | 1,155 | - | - | - | - | - | 1,155 | - | 1,155 | ||||||||||||
Balance as of December 31, 2012 | 6(15) | 129,518,055 | 3,038 | 46,900,526 | 4,476,570 | 20,013,666 | (5,588,631) | 11,600,066 | (4,963,389) | 201,959,901 | 2,571,139 | 204,531,040 | |||||||||||
Appropriation and distribution of 2012 retained earnings | 6(15) | ||||||||||||||||||||||
Legal reserve | - | - | - | 772,254 | (772,254) | - | - | - | - | - | - | ||||||||||||
Cash dividends | - | - | - | - | (5,061,310) | - | - | - | (5,061,310) | - | (5,061,310) | ||||||||||||
Net income in 2013 | 6(15) | - | - | - | - | 12,630,203 | - | - | - | 12,630,203 | (525,243) | 12,104,960 | |||||||||||
Other comprehensive income (loss), net of tax in 2013 | 6(15), 6(20) | - | - | - | - | 378,855 | 317,432 | (553,370) | - | 142,917 | 11,220 | 154,137 | |||||||||||
Total comprehensive income (loss) | - | - | - | - | 13,009,058 | 317,432 | (553,370) | - | 12,773,120 | (514,023) | 12,259,097 | ||||||||||||
Share-based payment transaction | 4, 5, 6(15), 6(16) | 402,762 | 22,644 | 46,073 | - | - | - | - | - | 471,479 | - | 471,479 | |||||||||||
Convertible bonds repurchased | 4, 6(12) | - | - | (74,360) | - | - | - | - | - | (74,360) | - | (74,360) | |||||||||||
Treasury stock acquired | 4, 6(15) | - | - | - | - | - | - | - | (2,245,445) | (2,245,445) | - | (2,245,445) | |||||||||||
Treasury stock cancelled | 4, 6(15) | (3,000,000) | - | (1,843,588) | - | - | - | - | 4,843,588 | - | - | - | |||||||||||
Share of changes in net assets of associates and joint ventures accounted for using equity method | - | - | 22,951 | - | - | - | - | - | 22,951 | - | 22,951 | ||||||||||||
Adjustments arising from changes in percentage of ownership in subsidiaries | 4, 6(15) | - | - | 251,136 | - | - | - | - | - | 251,136 | (600,009) | (348,873) | |||||||||||
Adjustments for dividends subsidiaries received from parent company | - | - | 6,534 | - | - | - | - | - | 6,534 | - | 6,534 | ||||||||||||
Increase in non-controlling interests | 6(15) | - | - | - | - | - | - | - | - | - | 2,862,881 | 2,862,881 | |||||||||||
Others | - | - | 17,182 | - | - | - | - | - | 17,182 | - | 17,182 | ||||||||||||
Balance as of December 31, 2013 | 6(15) | $ 126,920,817 | $ 25,682 | $ 45,326,454 | $ 5,248,824 | $ 27,189,160 | $ (5,271,199) | $ 11,046,696 | $ (2,365,246) | $ 208,121,188 | $ 4,319,988 | $ 212,441,176 | |||||||||||
The accompanying notes are an integral part of the consolidated financial statements. |
6
English Translation of Consolidated Financial Statements Originally Issued in Chinese | ||||
UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES | ||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
For the years ended December 31, 2013 and 2012 | ||||
(Expressed in Thousands of New Taiwan Dollars) | ||||
For the years ended December 31, | ||||
2013 | 2012 | |||
Cash flows from operating activities: | ||||
Net income before tax | $ 14,361,794 | $ 6,377,584 | ||
Adjustments to reconcile net income before tax to net cash provided by operating activities: | ||||
Depreciation | 37,241,788 | 35,118,398 | ||
Amortization | 1,190,524 | 723,770 | ||
Bad debt expenses (reversal) | (36,821) | (12,059) | ||
Net loss (gain) of financial assets at fair value through profit or loss | (191,686) | 617,841 | ||
Interest expense | 596,232 | 458,007 | ||
Interest revenue | (301,726) | (211,371) | ||
Dividend revenue | (789,583) | (1,032,451) | ||
Share-based payment | 28,337 | 195,905 | ||
Share of profit of associates and joint ventures | (748,601) | (715,528) | ||
Gain on disposal of property, plant and equipment | (40,897) | (386,561) | ||
Gain on disposal of investments | (2,195,070) | (4,830,419) | ||
Impairment loss on financial assets | 1,275,775 | 683,487 | ||
Impairment loss on non-financial assets | 56,693 | 3,496,131 | ||
Gain on reacquisition of bonds | (83,629) | (105,106) | ||
Exchange loss (gain) on financial assets and liabilities | 208,493 | (117,602) | ||
Exchange loss (gain) on long-term liabilities | 190,737 | (103,406) | ||
Bargain purchase gain | (7,153,529) | - | ||
Amortization of deferred income | (44,101) | (101,248) | ||
Exchange gain on disposal of non-current assets held for sale | - | (279) | ||
Income and expense adjustments | 29,202,936 | 33,677,509 | ||
Changes in operating assets and liabilities: | ||||
Financial assets and liabilities at fair value through profit or loss | 460 | 80,909 | ||
Notes receivable and accounts receivable | 886,762 | (1,882,697) | ||
Other receivables | 89,343 | 39,022 | ||
Inventories | (112,589) | (479,630) | ||
Prepayments | 373,795 | (648,202) | ||
Other current assets | (1,889,239) | (95,711) | ||
Notes and accounts payable | 845,365 | 1,341,039 | ||
Other payables | (176,478) | 1,036,798 | ||
Other current liabilities | (16,168) | 123,726 | ||
Accrued pension liabilities | 15,020 | (195,377) | ||
Other liabilities-others | 62,928 | 159,303 | ||
Cash generated from operations | 43,643,929 | 39,534,273 | ||
Interest received | 282,564 | 214,841 | ||
Dividend received | 808,564 | 1,089,222 | ||
Interest paid | (446,070) | (341,100) | ||
Income tax paid | (816,526) | (99,287) | ||
Net cash provided by operating activities | 43,472,461 | 40,397,949 | ||
(continued) |
7
English Translation of Consolidated Financial Statements Originally Issued in Chinese | ||||
UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES | ||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
For the years ended December 31, 2013 and 2012 | ||||
(Expressed in Thousands of New Taiwan Dollars) | ||||
For the years ended December 31, | ||||
2013 | 2012 | |||
Cash flows from investing activities: | ||||
Acquisition of financial assets at fair value through profit or loss | $ (79,758) | $ (22,220) | ||
Proceeds from disposal of financial assets at fair value through profit or loss | 104,302 | - | ||
Acquisition of available-for-sale financial assets | (733,034) | (1,291,681) | ||
Proceeds from disposal of available-for-sale financial assets | 2,965,245 | 5,257,003 | ||
Proceeds from maturity of held-to-maturity financial assets | - | 13,524 | ||
Acquisition of financial assets measured at cost | (1,263,269) | (597,853) | ||
Proceeds from disposal of financial assets measured at cost | 84,120 | 513,424 | ||
Acquisition of investments accounted for under the equity method | (8,560) | (281,695) | ||
Proceeds from disposal of investments accounted for under the equity method | 161 | 1,705 | ||
Decrease in prepayment for investments | 34,803 | - | ||
Proceeds from capital reduction and liquidation of investments | 372,550 | 299,845 | ||
Acquisition of subsidiaries (net of cash acquired) | 2,641,314 | (1,525) | ||
Net cash paid for disposal of subsidiaries | (93,284) | (241,261) | ||
Acquisition of non-current assets held for sale | - | (313,171) | ||
Acquisition of property, plant and equipment | (32,911,352) | (52,185,910) | ||
Proceeds from disposal of property, plant and equipment | 576,634 | 1,157,822 | ||
Increase in deposits-out | (184,306) | (764,415) | ||
Decrease in deposits-out | 277,333 | 696,309 | ||
Acquisition of intangible assets | (2,881,754) | (1,354,142) | ||
Increase in other assets-others | (430,857) | (41,848) | ||
Decrease in other assets-others | 13,548 | 32,799 | ||
Net cash used in investing activities | (31,516,164) | (49,123,290) | ||
Cash flows from financing activities: | ||||
Increase in short-term loans | 13,149,006 | 13,480,075 | ||
Decrease in short-term loans | (14,371,089) | (17,024,565) | ||
Proceeds from bonds issued | 10,000,000 | 10,000,000 | ||
Bonds issuance costs | (12,010) | (12,830) | ||
Redemption of bonds | (2,153,438) | (139,408) | ||
Proceeds from long-term loans | 2,737,337 | 17,062,355 | ||
Repayments of long-term loans | (6,199,532) | (13,942,144) | ||
Increase in deposits-in | 171,267 | 64,294 | ||
Decrease in deposits-in | (33,865) | (9,092) | ||
Cash dividends | (5,061,303) | (6,316,420) | ||
Exercise of employee stock options | 442,423 | 266,116 | ||
Treasury stock acquired | (2,245,445) | - | ||
Proceeds from disposal of treasury stock | 967 | 4,207 | ||
Acquisition of subsidiaries | (343,989) | - | ||
Change in non-controlling interests | (4,618) | 155,161 | ||
Net cash provided by (used in) financing activities | (3,924,289) | 3,587,749 | ||
Effect of exchange rate changes on cash and cash equivalents | 310,180 | (1,436,046) | ||
Net increase (decrease) in cash and cash equivalents | 8,342,188 | (6,573,638) | ||
Cash and cash equivalents at beginning of period | 42,488,490 | 49,062,128 | ||
Cash and cash equivalents at end of period | $ 50,830,678 | $ 42,488,490 | ||
| ||||
Investing activities partially paid by cash: | ||||
Cash paid for acquiring property, plant and equipment | ||||
Increase in property, plant and equipment | $ 34,140,108 | $ 49,068,718 | ||
Add: Effect of acquisition of subsidiaries | 89,592 | - | ||
Add: Payable at beginning of period | 5,382,395 | 8,517,694 | ||
Less: Effect of disposal of subsidiaries | - | (18,107) | ||
Less: Payable at end of period | (6,700,743) | (5,382,395) | ||
Cash paid | $ 32,911,352 | $ 52,185,910 | ||
The accompanying notes are an integral part of the consolidated financial statements. |
8
UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2013 and 2012
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
1. HISTORY AND ORGANIZATION
United Microelectronics Corporation (UMC) was incorporated in Republic of China ( R.O.C. ) in May 1980 and commenced operations in April 1982. UMC is a full service semiconductor wafer foundry, and provides a variety of services to satisfy customer needs. UMC’s ordinary shares were publicly listed on the Taiwan Stock Exchange (TSE) in July 1985 and its American Depositary Shares (ADSs) were listed on the New York Stock Exchange (NYSE) in September 2000.
2. DATE AND PROCEDURES OF AUTHORIZATION OF FINANCIAL STATEMENTS FOR ISSUE
The consolidated financial statements of UMC and its subsidiaries (the “Company”) for the years ended December 31, 2013 and 2012 were authorized for issue in accordance with a resolution of the Board of Directors’ meeting on March 12, 2014.
3. NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS
(1) Standards or interpretations issued, revised or amended, which are recognized by the Financial Supervisory Commission (FSC), but not yet adopted by the Company at the date of issuance of the Company’s financial statements, are listed below:
International Financial Reporting Standard 9, “Financial Instruments(IFRS 9)”:
IFRS 9 which is divided in three distinct phases is designed by the International Accounting Standards Board (IASB) to eventually replace International Accounting Standard 39 “Financial Instruments: Recognition and Measurement” (IAS 39) in its entirety. The first phase relates to the classification and measurement of financial assets and liabilities. The IASB is working on the remaining phase relating to impairment. However companies adopting IFRSs, IASs, and Interpretations developed by the International Financial Reporting Interpretations Committee (IFRIC) or the former Standing Interpretations Committee (SIC) as recognized by the FSC (collectively referred to as “TIFRS”) may not early adopt IFRS 9. Adopting the first phase of IFRS 9 will have an impact on the Company’s classification and measurement of its financial assets, but will not have an impact on the classification and measurement of its financial liabilities. The impact of adopting the remaining two phases of IFRS 9 on the Company can not be determined at this stage.
9
(2) Standards issued byIASBbut not yet recognized by FSC:
|
|
|
|
|
No. |
| The projects of Standards or Interpretations |
| Effective for annual periods beginning on or after |
IFRS 1 |
| First-time Adoption of International Financial Reporting Standards - Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters |
| July 1, 2010 |
|
| Improvements to International Financial Reporting Standards (issued in 2010) |
|
|
IFRS 1 |
| First-time Adoption of International Financial Reporting Standards |
| January 1, 2011 |
IFRS 3 |
| Business Combinations |
| January 1, 2011 |
IFRS 7 |
| Financial Instruments: Disclosures |
| January 1, 2011 |
IAS 1 |
| Presentation of Financial Statements |
| January 1, 2011 |
IAS 34 |
| Interim Financial Reporting |
| January 1, 2011 |
IFRIC 13 |
| Customer Loyalty Programmes |
| January 1, 2011 |
IFRS 7 |
| Financial Instruments: Disclosures- Transfers of Financial Assets |
| July 1, 2011 |
IFRS 1 |
| First-time Adoption of International Financial Reporting Standards - Severe Hyperinflation and Removal of Fixed Dates for First-time Adopter |
| July 1, 2011 |
IAS 12 |
| Deferred Taxes: Recovery of Underlying Assets |
| January 1, 2012 |
IFRS 10 |
| Consolidated Financial Statements |
| January 1, 2013 |
IFRS 11 |
| Joint Arrangements |
| January 1, 2013 |
IFRS 12 |
| Disclosures of Interests in Other Entities |
| January 1, 2013 |
IAS 27 |
| Separate Financial Statements |
| January 1, 2013 |
IAS 28 |
| Investments in Associates and Joint Ventures |
| January 1, 2013 |
IFRS 13 |
| Fair Value Measurement |
| January 1, 2013 |
IAS 19 |
| Employee Benefits |
| January 1, 2013 |
IAS 1 |
| Presentation of Items of Other Comprehensive Income |
| July 1, 2012 |
IFRIC 20 |
| Stripping Costs in the Production Phase of a Surface Mine |
| January 1, 2013 |
IFRS 7 |
| Disclosures - Offsetting Financial Assets and Financial Liabilities |
| January 1, 2013 |
IFRS 1 |
| Government Loans |
| January 1, 2013 |
|
| Improvements to International Financial Reporting Standards (2009-2011 cycle): |
|
|
|
|
|
|
|
10
|
|
|
|
|
No. |
| The projects of Standards or Interpretations |
| Effective for annual periods beginning on or after |
IFRS 1 |
| First-time Adoption of International Financial Reporting Standards |
| January 1, 2013 |
IAS 1 |
| Presentation of Financial Statements |
| January 1, 2013 |
IAS 16 |
| Property, Plant and Equipment |
| January 1, 2013 |
IAS32 |
| Financial Instruments: Presentation |
| January 1, 2013 |
IAS 34 |
| Interim Financial Reporting |
| January 1, 2013 |
IAS32 |
| Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities |
| January 1, 2014 |
IFRS 10, 12 & IAS 27 |
| Investment Entities |
| January 1, 2014 |
IAS36 |
| Impairment of Assets |
| January 1, 2014 |
IFRIC 21 |
| Levies |
| January 1, 2014 |
IAS 39 |
| Novation of Derivatives and Continuation of Hedge Accounting |
| January 1, 2014 |
IFRS 9 |
| Financial Instruments-Hedge Accounting |
| - |
IAS 19 |
| Defined Benefit Plans: Employee Contributions |
| July 1, 2014 |
|
| Improvements to International Financial Reporting Standards (2010-2012 cycle) |
|
|
IFRS 2 |
| Share-based Payment |
| July 1, 2014 |
IFRS 3 |
| Business Combinations |
| July 1, 2014 |
IFRS 8 |
| Operating Segments |
| July 1, 2014 |
IFRS 13 |
| Fair Value Measurement |
| - |
IAS 16 |
| Property, Plant and Equipment |
| July 1, 2014 |
IAS 24 |
| Related Party Disclosures |
| July 1, 2014 |
IAS 38 |
| Intangible Assets |
| July 1, 2014 |
|
| Improvements to International Financial Reporting Standards (2011-2013 cycle) |
|
|
IFRS 1 |
| First-time Adoption of International Financial Reporting Standards |
| - |
IFRS 3 |
| Business Combinations |
| July 1, 2014 |
IFRS 13 |
| Fair Value Measurement |
| July 1, 2014 |
IAS 40 |
| Investment Property |
| July 1, 2014 |
IFRS 14 |
| Regulatory Deferral Accounts |
| January 1, 2016 |
11
The potential effects of adopting the standards or interpretations issued by IASB but not yet recognized by FSC on the Company’ financial statements in future periods are summarized as below:
(1) IFRS 3 “Business Combinations”
Under the amendment, IFRS 3 (as revised in 2008) do not apply to contingent consideration that arose from business combinations whose acquisition dates precede the application of IFRS 3 (as revised in 2008). Furthermore, the amendment limits the scope of the measurement choices for non-controlling interest. Only the components of non-controlling interests that are present ownership interests that entitle their holders to a proportionate share of the entity’s net assets, in the event of liquidation could be measured at either fair value or at the present ownership instruments’ proportionate share of the acquiree’s identifiable net assets. Other components of non-controlling interest are measured at their acquisition date fair value.
The amendment also requires an entity in a business combination to account for the replacement of the acquiree’s share-based payment transactions (when the acquirer is not obliged to do so) as new share-based payment awards in the post-combination financial statements.
Outstanding share-based payment transactions that the acquirer does not exchange for its share-based payment transactions: if vested — they are part of non-controlling interest; if unvested — they are measured at market based value as if granted at acquisition date, and allocated between NCI and post-combination expense.
These amendments became effective for annual periods beginning on or after 1 July, 2010.
(2) IAS 34 “Interim Financial Reporting”
The amendment clarifies that if a user of an entity's interim financial report have access to the most recent annual financial report of that entity, it is unnecessary for the notes to an interim financial report to provide relatively insignificant updates to the information that was reported in the notes in the most recent annual financial report. Furthermore the amendment requires additional disclosures of financial instruments and contingent liabilities/assets. The amendment became effective for annual periods beginning on or after January 1, 2011.
(3) IFRS 7 “Financial Instruments: Disclosures”
The amendment emphasizes the interaction between quantitative and qualitative disclosures and the nature and extent of risks associated with financial instruments so that users of financial statements will have a better understanding. The amendment became effective for annual periods beginning on or after January 1, 2011.
12
(4) IFRS 7 “Financial Instruments: Disclosures” (Amendment)
The amendment requires additional quantitative and qualitative disclosures relating to transfers of financial assets, when financial assets are derecognized in their entirety, but the entity has a continuing involvement in them, or when financial assets are not derecognized in their entirety. The amendment became effective for annual periods beginning on or after July 1, 2011.
(5) IFRS 10 “Consolidated Financial Statements”
IFRS 10“Consolidated Financial Statements”(IFRS 10) replaces the portion of IAS 27“Consolidated and Separate Financial Statements” (IAS 27)that addresses the accounting for consolidated financial statements and SIC-12 “Consolidation-Special Purpose Entities”. The changes introduced by TIFRS 10 primarily relate to the elimination of the perceived inconsistency between IAS 27 and SIC-12 by introducing a new integrated control model. That is, IFRS 10 primarily relates to whether to consolidate another entity, but does not change how an entity is consolidated. The standard became effective for annual periods beginning on or after January 1, 2013.
(6) IFRS 11 “Joint Arrangements”
IFRS 11“Joint Arrangements” replaces IAS 31“Interests in Joint Ventures” and SIC-13 “Jointly Controlled Entities-Non-Monetary Contributions by Venturers”. The changes introduced by IFRS 11 primarily relate to increase comparability within IFRSs by removing the choice for accounting for jointly controlled entities under the proportionate consolidation method, so that the structure of the arrangement is no longer the most important factor when determining the classification as a joint operation or a joint venture (an investment classified as a joint venture is accounted for in accordance with IAS 28 “Investments in Associates and Joint Ventures”), which then determines the accounting. The standard became effective for annual periods beginning on or after January 1, 2013.
(7) IFRS 12 “Disclosures of Interests in Other Entities”
IFRS 12“Disclosures of Interests in Other Entities”primarily integrates and makes consistent the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities and present those requirements in a single IFRS. The standard became effective for annual periods beginning on or after January 1, 2013.
(8) IFRS 13 “Fair Value Measurement”
IFRS 13“Fair Value Measurement” (IFRS 13)primarily relates to defining fair value, setting out in a single IFRS framework for measuring and disclosing fair values to reduce complexity and improve consistency in applying fair value measurement. However, IFRS 13 does not change existing requirements in other IFRSs as to when the fair value measurement or related disclosure is required. The standard became effective for annual periods beginning on or after January 1, 2013.
13
(9) IAS 19 “Employee Benefits” (Revised)
The revision includes: (1)For defined benefit plans, the ability to defer the recognition of actuarial gains and losses (i.e., the corridor approach) has been removed. Actuarial gains and losses will be recognized in other comprehensive income as they occur. (2)Amounts recorded in profit or loss are limited to current and past service costs, gains or losses on settlements, and net interest income (expense) on the pension asset or liability. (3)New disclosures include quantitative information about the sensitivity of the defined benefit obligation to reasonably possible changes in each significant actuarial assumption. (4)Termination benefits will be recognized at the earlier of when the offer of termination cannot be withdrawn, or when the related restructuring costs are recognized under IAS 37“Provisions, Contingent Liabilities and Contingent Assets”. The revised standard became effective for annual periods beginning on or after January 1, 2013.
(10)IAS 1 “Presentation of Financial Statements”
The amendment clarifies that an entity will present an analysis of other comprehensive income for each component of equity, either in the statement of changes in equity or in the notes to the financial statements. The amendment became effective for annual periods beginning on or after January 1, 2011.
(11)Presentation of Items of Other Comprehensive Income (Amend IAS 1 “Presentation of Financial Statements”)
The amendments to IAS 1 change the grouping of items presented in other comprehensive income. Items that would be reclassified (or recycled) to profit or loss at certain points in the future would be presented separately from items that will never be reclassified. The amendment became effective for annual periods beginning on or after July 1, 2012.
(12)IAS 34 “Interim Financial Reporting”
The amendment clarifies the requirements in IAS 34 relating to segment information for total assets and liabilities for each reportable segment to enhance consistency with the requirements in IFRS 8 “Operating Segments”. Besides, total assets and liabilities for a particular reportable segment need to be disclosed only when the amounts are regularly provided to the chief operating decision maker and there has been a material change in the total amount disclosed in the entity’s previous annual financial statements for that reportable segment. The amendment became effective for annual periods beginning on or after January 1, 2013.
14
(13)IFRS 10 “Consolidated Financial Statements” (Amendment)
The amendments related to Investment Entities provide an exception to the consolidation requirements in IFRS 10 and require investment entities to account for particular subsidiaries at fair value through profit or loss, rather than consolidating them. The amendments also set out disclosure requirements for investment entities. The amendment is effective for annual periods beginning on or after January 1, 2014.
(14)IAS 36 “Impairment of Assets” (Amendment)
This amendment relates to the amendment issued in May 2011 and requires entities to disclose the recoverable amount of an asset (including goodwill) or a cash-generating unit when an impairment loss has been recognized or reversed during the period. The amendment also requires detailed disclosure of how the fair value less costs of disposal has been determined when an impairment loss has been recognized or reversed, including valuation techniques used, level of fair value hierarchy of assets and key assumptions used in the measurements. The amendment is effective for annual periods beginning on or after January 1, 2014.
(15)IFRIC 21 “Levies”
This interpretation provides guidance on when to recognize a liability for a levy imposed by a government (both for levies that are accounted for in accordance with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” and those where the timing and amount of the levy is certain). The interpretation is effective for annual periods beginning on or after January 1, 2014.
(16)IAS 39 “Financial Instruments: Recognition and Measurement” (Amendment) - Novation of Derivatives and Continuation of Hedge Accounting
Under the amendment, there would be no need to discontinue hedge accounting if a hedging derivative was novated, provided certain criteria are met. The interpretation is effective for annual periods beginning on or after January 1, 2014.
(17)IFRS 9 “Financial Instruments”-Hedge accounting
The IASB announced amendments to the accounting requirements for financial instruments, which include: (1) a substantial overhaul of IAS 39 hedge accounting that will allow entities to better reflect their risk management activities in the financial statements; (2) changes to address that the “own credit” not recognized in profit or loss. This amendment may be applied in isolation without the need to change any other accounting for financial instruments; and (3) remove the 1 January 2015 mandatory effective date of IFRS 9.
15
(18)IFRS 8 “Operating Segments”
The amendments require an entity to disclose the judgements made by management in applying the aggregation criteria to operating segments. The amendments also clarify that an entity shall only provide reconciliations of the total of the reportable segments’ assets to the entity’s assets if the segment assets are reported regularly to the Chief Operating Decision Maker (CODM). The amendment is effective for annual periods beginning on or after 1 July 2014.
(19)IFRS 13 “Fair Value Measurement”
The amendment to the Basis for Conclusions of IFRS 13 clarifies that when deleting paragraph B5.4.12 of IFRS 9 Financial Instruments and paragraph AG79 of IAS 39 Financial Instruments: Recognition and Measurement as consequential amendments from IFRS 13 Fair Value Measurement, the IASB did not intend to change the measurement requirements for short-term receivables and payables.
(20)IAS 24 “Related Party Disclosures”
The amendment clarifies that an entity providing key management personnel services to the reporting entity or to the parent of the reporting entity is a related party of the reporting entity. The amendment is effective for annual periods beginning on or after 1 July 2014.
(21)IFRS 1 “First-time Adoption of International Financial Reporting Standards”
The amendment clarifies that an entity, in its first IFRS financial statements, has the choice between applying an existing and currently effective IFRS or applying early a new or revised IFRS that is not yet mandatorily effective, provided that the new or revised IFRS permits early application.
(22)IFRS 13 “Fair Value Measurement”
The amendment clarifies that paragraph 52 of IFRS 13 includes a scope exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis. The objective of this amendment is to clarify that this portfolio exception applies to all contracts within the scope of IAS 39 Financial Instruments: Recognition and Measurement or IFRS 9 Financial Instruments, regardless of whether they meet the definitions of financial assets or financial liabilities as defined in IAS 32 Financial Instruments: Presentation. The amendment is effective for annual periods beginning on or after 1 July 2014.
The abovementioned standards and interpretations issued by IASB have not yet been recognized by FSC at the date of issuance of the Company’s financial statements, and the local effective dates are to be determined by FSC. As the Company is still currently determining the potential impact of the standards and interpretations listed under (1)~(22), it is not practicable to estimate their impact on the Company’s consolidated financial statements at this point in time. All other standards and interpretations have no material impact on the Company.
16
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) Statement of Compliance
The Company’s consolidated financial statements as of and for the years ended December 31, 2013 and 2012 were prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers (Regulations), IFRSs, IASs, IFRIC and SIC, which are recognized by FSC, and IFRS 1.
(2) Basis of Preparation
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments measured at fair value.
(3) General Description of Reporting Entity
a. Principles of consolidation
Subsidiaries are fully consolidated from the date of acquisition (the date on which the Company obtains control), and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction. Total comprehensive income of subsidiaries is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
If the Company loses control over a subsidiary, the Company derecognizes the assets and liabilities of the subsidiary, as well as any non-controlling interests previously recorded by the Company. A gain or loss is recognized in profit or loss and is calculated as the difference between: a. the aggregate of the fair value of consideration received and the fair value of any retained interest at the date when control is lost; and b. the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interest. A gain or loss previously recognized in the other comprehensive income would be reclassified to profit or loss or transferred directly to retained earnings if required by other TIFRSs. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the cost on initial recognition of an investment.
17
b. The consolidated entities are as follows:
As of December 31, 2013 and December 31, 2012:
|
|
|
|
|
|
Percentage of ownership (%) | ||
|
|
|
|
|
| As of | ||
Investor |
| Subsidiary |
| Business nature |
| December 31, 2013 |
| December 31, 2012 |
UMC |
| UMC GROUP (USA) (UMC-USA) |
| IC Sales |
| 100.00 |
| 100.00 |
UMC |
| UNITED MICROELECTRONICS (EUROPE) B.V. (UME BV) |
| Marketing support activities |
| 100.00 |
| 100.00 |
UMC |
| UMC CAPITAL CORP. |
| Investment holding |
| 100.00 |
| 100.00 |
UMC |
| GREEN EARTH LIMITED |
| Investment holding |
| 100.00 |
| 100.00 |
UMC |
| TLC CAPITAL CO., LTD. (TLC) |
| New business investment |
| 100.00 |
| 100.00 |
UMC |
| UMC NEW BUSINESS INVESTMENT CORP. (NBI) |
| Investment holding |
| 100.00 |
| 100.00 |
UMC |
| UMC INVESTMENT (SAMOA) LIMITED |
| Investment holding |
| 100.00 |
| 100.00 |
UMC |
| FORTUNE VENTURE CAPITAL CORP. (FORTUNE) |
| Consulting and planning for investment in new business |
| 100.00 |
| 100.00 |
UMC |
| UMC GROUP JAPAN |
| IC Sales |
| 100.00 |
| - |
UMC |
| UMC KOREA CO., LTD. |
| Marketing support activities |
| 100.00 |
| - |
UMC |
| OMNI GLOBAL LIMITED (OMNI) |
| Investment holding |
| 100.00 |
| - |
UMC |
| BEST ELITE INTERNATIONAL LIMITED (BE) |
| Investment holding |
| 86.88 |
| - |
UMC |
| WAVETEK MICROELECTRONICS CORPORATION (WAVETEK) |
| GaAs Foundry service |
| 74.69 |
| - |
UMC |
| NEXPOWER TECHNOLOGY CORP. (NEXPOWER) |
| Sales and manufacturing of solar power batteries |
| 44.16 |
| 44.16 |
UMC |
| UMC JAPAN (UMCJ) |
| Sales and manufacturing of integrated circuits |
| - |
| 100.00 |
FORTUNE |
| UNITRUTH INVESTMENT CORP. (UNITRUTH) |
| Investment holding |
| 100.00 |
| 100.00 |
FORTUNE |
| TOPCELL SOLAR INTERNATIONAL CO., LTD. (TOPCELL) |
| Sales and manufacturing of solar power cell |
| 26.04 |
| 8.79 |
FORTUNE |
| ALLIANCE OPTOTEK CORP. (ALLIANCE) |
| Design and manufacturing of LED |
| 21.77 |
| - |
18
|
|
|
|
|
|
Percentage of ownership (%) | ||
|
|
|
|
|
| As of | ||
Investor |
| Subsidiary |
| Business nature |
| December 31, 2013 |
| December 31, 2012 |
FORTUNE |
| NEXPOWER |
| Sales and manufacturing of solar power batteries |
| 5.99 |
| 5.05 |
UNITRUTH |
| ALLIANCE |
| Design and manufacturing of LED |
| 6.86 |
| - |
UNITRUTH |
| NEXPOWER |
| Sales and manufacturing of solar power batteries |
| 2.25 |
| 2.25 |
UNITRUTH |
| TOPCELL |
| Sales and manufacturing of solar power cell |
| 1.03 |
| 3.80 |
UMC CAPITAL CORP. |
| UMC CAPITAL (USA) |
| Investment holding |
| 100.00 |
| 100.00 |
UMC CAPITAL CORP. |
| ECP VITA PTE. LTD. |
| Insurance |
| 100.00 |
| 100.00 |
TLC |
| SOARING CAPITAL CORP. |
| Investment holding |
| 100.00 |
| 100.00 |
TLC |
| ALLIANCE |
| Design and manufacturing of LED |
| 45.88 |
| - |
TLC |
| NEXPOWER |
| Sales and manufacturing of solar power batteries |
| 5.87 |
| 5.87 |
TLC |
| TOPCELL |
| Sales and manufacturing of solar power cell |
| 2.37 |
| 8.79 |
SOARING CAPITAL CORP. |
| UNITRUTH ADVISOR (SHANGHAI) CO., LTD. |
| Investment holding and advisory |
| 100.00 |
| 100.00 |
UMC INVESTMENT (SAMOA) LIMITED |
| UMC (BEIJING) LIMITED |
| Marketing support activities |
| 100.00 |
| 100.00 |
NBI |
| TERA ENERGY DEVELOPMENT CO., LTD. (TERA ENERGY) |
| Energy Technical Services |
| 100.00 |
| 100.00 |
NBI |
| EVERRICH ENERGY CORP. (EVERRICH) |
| Solar engineering integrated design services |
| 100.00 |
| 89.38 |
NBI |
| UNISTARS CORP. (UNISTARS) |
| High brightness LED packages |
| 78.02 |
| 72.04 |
NBI |
| TOPCELL |
| Sales and manufacturing of solar power cell |
| 62.38 |
| 48.53 |
NBI |
| WAVETEK |
| GaAs Foundry service |
| - |
| 74.69 |
19
|
|
|
|
|
|
Percentage of ownership (%) | ||
|
|
|
|
|
| As of | ||
Investor |
| Subsidiary |
| Business nature |
| December 31, 2013 |
| December 31, 2012 |
EVERRICH |
| EVERRICH ENERGY INVESTMENT (HK) LIMITED (EVERRICH-HK) |
| Investment holding |
| 100.00 |
| 100.00 |
EVERRICH |
| SMART ENERGY ENTERPRISES LIMITED (SMART ENERGY) |
| Investment holding |
| 100.00 |
| 100.00 |
EVERRICH-HK |
| EVERRICH (SHANDONG) ENERGY CO., LTD. |
| Solar engineering integrated design services |
| 100.00 |
| 100.00 |
SMART ENERGY |
| SMART ENERGY SHANDONG CORPORATION |
| Solar engineering integrated design services |
| 100.00 |
| 100.00 |
TERA ENERGY |
| TERA ENERGY USA INC. |
| Solar project |
| 100.00 |
| 100.00 |
OMNI |
| UNITED MICROTECHNOLOGY CORPORATION |
| Research and development |
| 100.00 |
| - |
WAVETEK |
| WAVETEK MICROELECTRONICS INVESTMENT (HK) LIMITED |
| Investment holding |
| 100.00 |
| 100.00 |
WAVETEK |
| WAVETEK MICROELECTRONICS INVESTMENT (SAMOA) LIMITED (WAVETEK-SAMOA) |
| Investment holding |
| 100.00 |
| - |
WAVETEK-SAMOA |
| WAVETEK MICROELECTRONICS CORPORATION (USA) |
| Sales and marketing service |
| 100.00 |
| - |
NEXPOWER |
| NPT HOLDING LIMITED |
| Investment holding |
| 100.00 |
| 100.00 |
NEXPOWER |
| SOCIALNEX ITALIA 1 S.R.L. |
| Photovoltaic power plant |
| 100.00 |
| 100.00 |
NPT HOLDING LIMITED |
| NLL HOLDING LIMITED |
| Investment holding |
| 100.00 |
| 100.00 |
BE |
| INFOSHINE TECHNOLOGY LIMITED (INFOSHINE) |
| Investment holding |
| 100.00 |
| - |
INFOSHINE |
| OAKWOOD ASSOCIATES LIMITED(OAKWOOD) |
| Investment holding |
| 100.00 |
| - |
OAKWOOD |
| HEJIAN TECHNOLOGY (SUZHOU) CO., LTD. |
| Sales and manufacturing of integrated circuits |
| 100.00 |
| - |
ALLIANCE |
| LIGHT HOUSE GLOBAL INCORP. (LIGHT HOUSE) |
| Investment holding |
| 100.00 |
| - |
LIGHT HOUSE |
| ALLIANCE OPTOTEK DONGGUAN CO., LTD. |
| LED lighting manufacturing and sale |
| 100.00 |
| - |
20
As of January 1, 2012:
|
|
|
|
|
|
Percentage of ownership (%) |
|
|
|
|
|
| As of |
Investor |
| Subsidiary |
| Business nature |
| January 1, 2012 |
UMC |
| UMC-USA |
| IC Sales |
| 100.00 |
UMC |
| UME BV |
| Marketing support activities |
| 100.00 |
UMC |
| UMC CAPITAL CORP. |
| Investment holding |
| 100.00 |
UMC |
| GREEN EARTH LIMITED |
| Investment holding |
| 100.00 |
UMC |
| TLC |
| New business investment |
| 100.00 |
UMC |
| NBI |
| Investment holding |
| 100.00 |
UMC |
| UMC INVESTMENT (SAMOA) LIMITED |
| Investment holding |
| 100.00 |
UMC |
| FORTUNE |
| Consulting and planning for investment in new business |
| 100.00 |
UMC |
| UMCJ |
| Sales and manufacturing of integrated circuits |
| 100.00 |
UMC |
| NEXPOWER |
| Sales and manufacturing of solar power batteries |
| 44.16 |
FORTUNE |
| UNITRUTH |
| Investment holding |
| 100.00 |
FORTUNE |
| TOPCELL |
| Sales and manufacturing of solar power cell |
| 8.81 |
FORTUNE |
| NEXPOWER |
| Sales and manufacturing of solar power batteries |
| 5.05 |
UNITRUTH |
| TOPCELL |
| Sales and manufacturing of solar power cell |
| 3.81 |
UNITRUTH |
| NEXPOWER |
| Sales and manufacturing of solar power batteries |
| 2.25 |
UMC CAPITAL CORP. |
| UMC CAPITAL (USA) |
| Investment holding |
| 100.00 |
UMC CAPITAL CORP. |
| ECP VITA LTD. |
| Insurance |
| 100.00 |
TLC |
| SOARING CAPITAL CORP. |
| Investment holding |
| 100.00 |
TLC |
| TOPCELL |
| Sales and manufacturing of solar power cell |
| 8.81 |
TLC |
| NEXPOWER |
| Sales and manufacturing of solar power batteries |
| 5.87 |
21
|
|
|
|
|
|
Percentage of ownership (%) |
|
|
|
|
|
| As of |
Investor |
| Subsidiary |
| Business nature |
| January 1, 2012 |
SOARING CAPITAL CORP. |
| UNITRUTH ADVISOR (SHANGHAI) CO., LTD. |
| Investment holding and advisory |
| 100.00 |
NBI |
| GREEN FIELD (SAMOA) LIMITED |
| Investment holding |
| 100.00 |
NBI |
| TERA ENERGY |
| Energy Technical Services |
| 100.00 |
NBI |
| EVERRICH |
| Solar engineering integrated design services |
| 90.61 |
NBI |
| UNISTARS |
| High brightness LED packages |
| 72.83 |
NBI |
| WAVETEK |
| GaAs Foundry service |
| 72.16 |
NBI |
| UNITED LIGHTING OPTO-ELECTRONIC INC. (UNITED LIGHTING) |
| LED lighting manufacturing and sale |
| 55.25 |
NBI |
| TOPCELL |
| Sales and manufacturing of solar power cell |
| 48.66 |
UNITED LIGHTING |
| UNITED LIGHTING OPTO-ELECTRONIC INVESTMENT (HK) LIMITED |
| Investment holding |
| 100.00 |
UNITED LIGHTING |
| POWER LIGHT INVESTMENTS LIMITED (POWER LIGHT (SAMOA)) |
| Investment holding |
| 100.00 |
POWER LIGHT (SAMOA) |
| BAO LIN (SHANDONG) GUANG DIAN KE JI YOU XIAN GONGSI |
| Sales and manufacturing of LED lighting |
| 100.00 |
WAVETEK |
| WAVETEK MICROELECTRONICS INVESTMENT (HK) LIMITED |
| Investment holding |
| 100.00 |
EVERRICH |
| EVERRICH-HK |
| Investment holding |
| 100.00 |
EVERRICH |
| SMART ENERGY |
| Investment holding |
| 100.00 |
EVERRICH-HK |
| EVERRICH (SHANDONG) ENERGY CO., LTD. |
| Solar engineering integrated design services |
| 100.00 |
SMART ENERGY |
| SMART ENERGY SHANDONG CORPORATION |
| Solar engineering integrated design services |
| 100.00 |
GREEN FIELD (SAMOA) LIMITED |
| NEW BUSINESS REALTY (SAMOA) LIMITED |
| Investment holding |
| 100.00 |
22
|
|
|
|
|
|
Percentage of ownership (%) |
|
|
|
|
|
| As of |
Investor |
| Subsidiary |
| Business nature |
| January 1, 2012 |
NEXPOWER |
| NEWENERGY HOLDING LIMITED |
| Investment holding |
| 100.00 |
NEXPOWER |
| NPT HOLDING LIMITED |
| Investment holding |
| 100.00 |
NEWENERGY HOLDING LIMITED |
| FUTUREPOWER HOLDING LIMITED |
| Investment holding |
| 100.00 |
FUTUREPOWER HOLDING LIMITED |
| NEXPOWER (SHANDONG) ENERGY CO., LTD. |
| Sales and manufacturing of photovoltaic batteries and photovoltaic modules |
| 100.00 |
NPT HOLDING LIMITED |
| NLL HOLDING LIMITED |
| Investment holding |
| 100.00 |
(4) Business Combinations and Goodwill
Business combinations are accounted for using the acquisition method. The consideration transferred, the identifiable assets acquired and liabilities assumed are measured at the acquisition date fair value. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and are classified under administrative expenses.
When the Company acquires a business, it assesses the assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts held by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured at fair value as at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognized in accordance with IAS 39, either in profit or loss or other comprehensive income. If the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.
23
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the difference is recognized as a gain on bargain purchase.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each cash-generating unit that is expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Each unit or groups of units to which the goodwill is so allocated represents the lowest level within the Company at which the goodwill is monitored for internal management purposes and can not be larger than an operating segment before aggregation.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed, the goodwill associated with the operation disposed is included in the carrying amount of the operation. Goodwill disposed in these circumstance is measured based on the relative values of the operation disposed and the portion of the cash-generating unit retained.
(5) Foreign Currency Transactions
The Company’s consolidated financial statements are presented in New Taiwan Dollars (NTD), which is also the parent company’s functional currency. Each entity in the Company determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded by the Company’s entities at their respective functional currency rates prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Non-monetary items measured at fair value in foreign currencies are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in foreign currencies are translated using the exchange rates as at the dates of the initial transactions.
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
24
a. Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
b. Foreign currency derivatives within the scope of IAS 39 are accounted for based on the accounting policy for financial instruments.
c. Exchange differences arising on a monetary item that is part of a reporting entity’s net investment in a foreign operation are recognized initially in other comprehensive income and reclassified from equity to profit or loss upon disposal of such investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
(6) Translation of Foreign Currency Financial Statements
The assets and liabilities of foreign operations are translated into NTD at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average exchange rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized.
Onpartial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests inthat foreign operation. In partial disposal of an associate or jointly controlled entity that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.
Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising from the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.
25
(7) Current and Non-current Distinction
An asset is classified as current when:
a. the Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle;
b. the Company holds the asset primarily for the purpose of trading;
c. the Company expects to realize the asset within twelve months after the reporting period; or
d. the asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as a current when:
a. the Company expects to settle the liability in normal operating cycle;
b. the Company holds the liability primarily for the purpose of trading;
c. the liability is due to be settled within twelve months after the reporting period; or
d. the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
All other liabilities are classified as non-current.
(8) Cash Equivalents
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and with maturity dates that do not present significant risks on changes in value resulting from changes in interest rates, including time deposits with original maturities of three months or less and repurchase agreements collateralized by government bonds and corporate bonds.
(9) Financial Instruments
Financialassets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.
The Company determines the classification of its financial assets at initial recognition. In accordance with IAS 39 and the Regulations, financial assets of the Company are classified as financial assets at fair value through profit or loss, available-for-sale financial assets, held-to-maturity financial assets andnotes, accounts and other receivables.
26
Purchase or sale of financial assets and liabilities are recognized using trade date accounting. All financial assets are recognized initially at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable costs.
Financial Assets
a. Classification and subsequent measurement
i. Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are comprised of financial assets held for trading and financial assets designatedupon initial recognition at fair value through profit or loss.
Financial assets acquired for the purpose of selling or repurchasing in the near term, and derivative financial instruments that are not designated as hedging instruments in hedge accounting are classified as financial assets at fair value through profit or loss. Financial assets at fair value through profit or loss are measured at fair value with changes in fair value recognized in profit or loss.
ii. Available-for-sale financial assets
Available-for-sale investments are those non-derivative financial assets that aredesignated as available-for-sale or are not classified as financial assets at fair value through profit or loss, held-to-maturity financial assets, or loans and receivables. Available-for-salefinancial investments are subsequently measured at fair value. Other than impairment losses and foreign exchange gains and losses arising from monetary financial assets which are recognized in profit or loss, subsequent measurement of available-for-sale equity instrument financial assets are recognized in other comprehensive income until the investment is derecognized, at which time the cumulative gain or loss is recognized in profit or loss.
If equity instrument investments do not have quoted prices in an active market and their fair value cannot be reliably measured, then they are classified as financial assets measured at cost on the balance sheet.
27
iii. Held-to-maturity financial assets
Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held-to-maturity when the Company has positive intention and ability to hold them to maturity.
After initial measurement held-to-maturity financial assets are measured at amortized cost using theeffective interest rate (EIR) method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs that are an integral part of the EIR. The EIR method amortization and impairment, if any, is recognized in profit or loss.
iv. Notes, accounts and other receivables
Notes and accounts receivable are creditors’ rights as a result of sales of goods or services. Other receivables are any receivable not classified as notes and accounts receivable. Notes, accounts and other receivables are initially measured and recognized at their fair values. After initial recognition, the notes, accounts and other receivables are subsequently measured at amortized cost using the effective interest method, less impairment. Short-term notes, accounts and other receivables with no stated effective interest rate are measured at the original amount if the effect of discounting is immaterial.
b. Derecognition of financial assets
A financial asset is derecognized when:
i. the contractual rights to receive cash flows from the asset have expired;
ii. the Company has transferred assets and substantially all the risks and rewards of the asset have been transferred; or
iii. the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or to be received including any cumulative gain or loss thathad been recognized in other comprehensive income is recognized in profit or loss.
28
If thetransferred asset is part of a larger financial asset and the part transferred qualifies for derecognition in its entirety, the Company allocates the previous carrying amount of the larger financial asset between the part that continues to be recognized and the part that is derecognized, based on the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part derecognized and the sum of the consideration received for the part derecognized and any cumulative gain or loss allocated that had been recognized in other comprehensive income, is recognized in profit or loss. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is derecognized, based on the relative fair values of those parts.
c. Impairment policy
The carrying amount of a financial asset is reduced as a result of impairment, except for accounts receivable for which the carrying amount is reduced through use of an allowanceaccount. When an account receivable is deemed to be uncollectible, it is written off from the allowance account.
i. Notes, accounts and other receivables
The Company first assesses at each reporting date whether objective evidence ofimpairment exists for notes, accounts and other receivables that are individually significant. If there is objective evidence that an impairment loss has occurred, the amount of impairment loss is assessed individually. For notes, accounts and other receivables other than those mentioned above, the Company groups those assets with similar credit risk characteristics and collectively assess them for impairment. If, in a subsequent period, the amount of the impairment loss decreases, and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed and recognized through profit or loss. The reversal shall not result in a carrying amount of notes, accounts and other receivables that exceeds what the amortized cost would have been had the impairment not been recognized at the date the impairment is reversed.
ii Other financial assets
The Company assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more loss events that has occurred since the initial recognition of the asset (an incurred “loss event”) and that loss event has an impact on the estimated future cash flows of the individual financial asset or a set of financial assets.
29
For equity investments classified as available-for-sale, objective evidence of an impairment would include a significant or prolonged decline in the fair value of the investment below its cost. When there is objective evidence of an impairment for available-for-sale equity securities, the full amount of the losses previously recognized in other comprehensive income is recycled to profit or loss. Impairment losses on equity investments recognized cannot be reversed through profit or loss. Any subsequent increases in their fair value after impairment are recognized in other comprehensive income.
Financial Liabilities
a. Classification and subsequent measurement
The Company classifies the instrument issued as a financial liability or an equityinstrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument.
i. Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Gains or losses on the subsequent measurement of liabilities held for trading including interest paid are recognized in profit or loss.
ii. Financial liabilities carried at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans andborrowings that are subsequently measured using the EIR method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR method amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs that are an integral part of the EIR.
b. Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.
30
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 (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
(10)Inventories
Inventories are accounted for on a perpetual basis. Raw materials are stated at actual purchase costs, while the work in process and finished goods are stated at standard costs and subsequently adjusted to weighted-average costs at the end of each month. The cost of work in progress and finished goods comprises raw materials, direct labor, other direct costs and related production overheads. Allocation of fixed production overheads to the costs of conversion is based on the normal capacity of the production facilities. Cost associated with underutilization of capacity is expensed as incurred. Inventories are valued at the lower of cost and net realizable value item by item. 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.
(11)Non-current Assets Held for Sale
Non-current assets are classified as held for sale if they are available for immediate sale in theirpresent condition subject only to terms that are usual and customary for sales of such assets and that are highly probable to complete the sale within one year from the date of classification. Non-current assets classified as held for sale are measured at the lower of their carrying amounts and fair values less costs to sell. Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortized.
Impairment losses of non-current assets held for sale are recognized in the income statement in the current period for the excess of the carrying amounts over fair values less costs to sell. Anysubsequent increase in fair value less cost to sell an asset up to the cumulative impairment loss previously recognized in accordance with the IAS 36, “Impairment of Assets” (IAS 36) would be recognized as a gain.
(12)Investments Accounted for Under the Equity Method-Investments in Associates
The Company’s investment in its associates is accounted for using the equity method other than those that meet the criteria to be classified as non-current assets held for sale. An associate is an entity over which the Company has significant influence.
Significant influence is the power to participate in the financial and operating policy decisions of an entity, but is not control over those policies.
31
Equity method accounting is effective from the date an investor obtains significant influence over an associate. Any difference between the cost of the investment and the investor’s share of the net fair value of the associate’s identifiable assets and liabilities are accounted for as follows:
a. Goodwill relating to an associate is included in the carrying amount of the investment. Amortization of goodwill is not permitted.
b. Any excess of the investor’s share of the net fair value of the associate’s identifiable assets and liabilities over the cost of the investment is recognized as income in the determination of the investor’s share of the associate’s profit or loss in the period in which the investment is acquired.
Under the equity method, the investment in the associate is carried in the balance sheet at cost plus post acquisition changes in the Company’s share of profit or loss and other comprehensive income of the associate. The Company’s share of profit or loss of the associate is recognized in the Company’s profit or loss. Distributions received from an associate reduce the carrying amount of the investment. The Company’s share of any changes in the associate’s other comprehensive income is recognized directly in other comprehensive income of the Company. After the interest in the associate is reduced to zero, additional losses are provided for and a liability is recognized only to the extent that the Company has incurred legal or constructive obligations to make payments on behalf of the associate. Unrealized gains and losses resulting from transactions between the Company and the associate are eliminated to the extent of the interest in the associate.
Financial statements of associates are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company. Upon an associate’s issuance of new shares, if the Company 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 Company does not take up proportionate shares and reduces its shareholding percentage while maintaining its significant influence over that associate, a proportionate share of the gain or loss previously recognized in other comprehensive income is reclassified to profit and loss. Any remaining differences will be charged to additional paid-in capital.
The Company determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and recognizes such amount in profit or loss in the statement of comprehensive income.
32
The Companyceases to use the equity method upon loss of significant influence over the associate. If the investment does not result in a subsidiary or joint venture as defined by IAS 31 “Interest In Joint Ventures”, it will be accounted for in accordance with IAS 39. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognized in profit or loss.
(13)Interest in Jointly Controlled Entities
The Company recognizes its interest in the joint venture which is a jointly controlled entity using the equity method. The financial statements of the jointly controlled entities are prepared for the same reporting period as the Company. Adjustments are made where necessary to bring the accounting policies in line with thoseof the Company. Adjustments are made in the Company’s consolidated financial statements to eliminate the Company’s share of unrealized gains and losses on transactions between the Company and itsjointly controlled entities.
When losing joint control without obtaining control or significant influence, the Company ceases to use the equity method, and recognizes its remaining investment at its fair value in accordance with IAS 39. Uponloss of joint control, any difference between the carrying amount of the formerjointly controlled entities upon loss of joint control and the fair value of the remaining investment and proceeds from disposal is recognized in profit or loss.
(14)Property, Plant and Equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any, and any borrowing costs incurred for long-term construction projects are capitalized if the recognition criteria are met. Significant renewals, improvements and major inspections meeting the recognition criteria are treated as capital expenditures, and the carrying amounts of those replaced parts are derecognized. Maintenance and repairs are recognized in profit or loss as incurred. Any gain or loss arising from derecognition of the assets is recognized in other operating income and expenses.
Depreciation is calculated on a straight-line basis over the estimated economic lives. A significant part of an item of property, plant and equipment which has a different useful life from the remainder of the item is depreciated separately.
The depreciation methods, useful lives and residual values for the assets are reviewed at each fiscal year end, and the differences resulted from the previous estimation are recorded as changes in accounting estimates.
33
Except for land, which is not depreciated, the estimated economic lives of the assets are as follows:
Buildings |
| 20~56 years |
Machinery and equipment |
| 3~11 years |
Transportation equipment |
| 5~7 years |
Furniture and fixtures |
| 1~9 years |
Leasehold improvement |
| The shorter of lease terms or economic useful lives |
(15)Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets which fail to meet the recognition criteria are not capitalized and the expenditures are reflected in profit or loss in the period incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible assets may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each fiscal year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and is treated as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are recognized in other operating income and expenses.
34
Accounting policies of the Company’s intangible assets are summarized as follows:
a. Goodwill arising from business combination is not amortized, and is tested for impairment annually or more frequently if events or changes in circumstances suggest that the carrying amount may not be recoverable. If an event occurs or circumstances change which indicates that the goodwill is impaired, an impairment loss is recognized. Goodwill impairment losses cannot be reversed once recognized.
b. Software is amortized over 1~6 years on a straight-line basis.
c. Patent and technology license fee: Upon signing of contract and obtaining the right to intellectual property, any portion attributable to non-cancellable and mutually agreed future fixed license fees for patent and technology is discounted, and recognized as an intangible asset and related liability. The cost of the intangible asset is not revalued once determined on initial recognition, and is depreciated over the economic life (5~10 years) on a straight-line basis. Interest expenses from the related liability are recognized and calculated based on the effective interest rate method. Based on the timing of payments, the liability is classified as current and non-current.
d. Others are mainly the intellectual property license fees and amortized over the shorter of the contract term or estimated economic life (3 years) of the related technology on a straight-line basis.
(16)Impairment of Non-financial Assets
The Company assesses at each reporting date whether there is an indication that an asset in the scope of IAS 36 may be impaired. If any indication exists, the Company completes impairment testing for the cash-generating unit (CGU) to which the individual assets belong. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. The recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value-in-use and is determined for an individual asset or CGU. If circumstances indicate that previously recognized impairment losses may no longer exist or may have decreased at each reporting date, the Company re-assesses the asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized for the asset in prior years.
35
A CGU, or groups of CGU, to which goodwill has been allocated is tested for impairment annually at the same time every year, irrespective of whether there is any indication of impairment. Where the carrying amount of a CGU (including the carrying amount of goodwill) exceeds its recoverable amount, the CGU is considered impaired. If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill allocated to the cash-generating unit (group of units), then to the other assets of the unit (group of units) pro rata on the basis of the carrying amount of each asset in the unit (group of units). Impairment losses relating to goodwill cannot be reversed in future periods.
The recognition or reversal of impairment losses is classified as other operating income and expenses.
(17)Bonds
Convertible Bonds
UMC evaluates the terms of the convertible bonds issued to determine whether it contains both a liability and an equity component. Furthermore, UMC assesses if the economic characteristics and risks of the put and call options embedded in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity element.
For the liability component excluding the derivatives, its fair value is determined based on the rate of effective interest applied at that time by the market to instruments of comparable credit status. The liability component is classified as a financial liability measured at amortized cost using the effective interest method before the instrument is converted or settled. For the embedded derivative that is not closely related to the host contract, it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies as an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Its carrying amount is not remeasured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IAS 39.
If the convertible bondholders exercise their conversion right before maturity, UMC shall adjust the carrying amount of the liability component. The adjusted carrying amount of the liability component at conversion and the carrying amount of equity component are credited to common stock and additional paid-in capital - premiums. No gain or loss is recognized upon bond conversion.
36
In addition, the liability component of convertible bonds is classified as a current liability within 12 months of the date the bondholders may exercise the put right. After the put right expires, the liability component of the convertible bonds should be reclassified as anon-current liability if it meets the definition of a non-current liability in all other respects.
Exchangeable Bonds
In accordance with IAS 39, if the economic and risk characteristics of the embedded call or put options are not clearly and closely related to the host contract, the derivative financial instruments embedded in exchangeable bonds would be recognized separately as financial assets or liabilities at fair value through profit or loss.
The Company also has exchangeable bonds where the bondholders may exchange the bonds into ordinary shares of certain public entities which the Company holds as available-for-sale financial assets. When exchangeable bondholders exercise their right to exchange their bonds for reference shares, the book value of the bonds is offset against the book value of the investments in reference shares and the related stockholders’ equity accounts, with the difference recognized as a gain or loss on disposal of investments.
Both the host contract and bifurcated embedded derivative financial instrument in exchangeable bonds are classified as current liabilities if the bondholders have the right to demand settlement by exercising the exchange option of the bonds.
(18)Post-Employment Benefits
All regular employees are entitled to a defined benefit pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under thecommittee’s name with the Bank of Taiwan and hence, not associated with the Company. Therefore, fund assets are not to be included in the Company’s consolidated financial statements. Pension benefits for employees of the overseas branch and subsidiaries are provided in accordance with the local regulations.
The Labor Pension Act of the R.O.C. (the Act), which adopts a defined contribution plan, became effective on July 1, 2005. Employees eligible for the Labor Standards Law, a defined benefit plan, were allowed to elect either the pension calculation under the Act or continue to be subject to the pension calculation under the Labor Standards Law. Those employees that elected to be subject to the Act will have their seniority achieved under the Labor Standards Law retained upon electionof the Act, and the Company will make monthly contributions of no less than 6% of these employees’ monthly wages to the employees’ individual pension accounts. Oversea subsidiaries and branches make contribution to the respective benefit plans based on the specific percentage requirement of local regulations. Post-employment benefit plan that is classified as a defined benefit plan is accounted for under the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. The Company recognizes all actuarial gains and losses in the periods which they occur in other comprehensive income, which then is immediately recognized in retained earnings.
37
(19)Treasury Stock
Own equity instruments repurchased (treasury shares) are recognized at repurchase cost and deducted from equity. Any difference between the carrying amount and the consideration is recognized in equity.
(20)Share-Based Payment
The cost of equity-settled transactions between the Company and its employees is measured based on the fair value at the date on which they are granted. The fair value of the equity instruments is determined using an appropriate pricing model.
The cost of equity-settled transactions is recognized, together with a corresponding increase in other capital reserves in equity, over the periods in which the performance and/or service conditions are being fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date reflects the extent to which the vesting period has passed and the Company’s best estimate of the quantity of equity instruments that will ultimately vest. The charge to income statement for a period represents the movement in cumulative expense recognized between the beginning and end of that period.
No expense will be recognized for awards that do not ultimately vest, except for equity-settled transactions for which vesting is conditional upon a market or non-vesting condition. These are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it fully vests on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award substitutes for the cancelled award and is designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
38
(21)Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or to be received. The recognition criteria and methods are described below:
Sales revenue
Revenue from sale of goods is recognized when all the following conditions have been satisfied:
a. the significant risks and rewards of ownership of the goods have transferred to the buyer;
b. neither continuing managerial involvement nor effective control over the goods sold have been retained;
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 entity; and
e. the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Sales returns and discounts are estimated based on history of customer complaints, historical experiences and any other known factors that might significantly affect the estimation and recorded in the same period in which sales are made.
Interest income
For financial assets measured at amortized cost (including held-to-maturity financial assets) and financial assets at fair value through profit or loss, interest income is recorded using the effective interest rate and recognized in profit or loss.
Dividends
Revenue is recognized when the Company’s right to receive the payment is established.
(22)Income Tax
Income tax expense (benefit) is the aggregate amount of current income tax and deferred income tax included in the determination of profit or loss for the period.
Current income tax
Current income tax assets and liabilities for the current period and prior periods are measured using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity rather than profit or loss.
39
The additional 10% income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by stockholders’ meeting.
Deferred income tax
Deferred income tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts in financial statements at the reporting date.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
a. When the deferred tax liability arises from the initial recognition of goodwill or 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;
b. 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 be reversed in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and any unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
a. Where the deferred tax asset relating to the deductible temporary difference 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;
b. In respect of deductible temporary differences associated with investments in subsidiaries, associates and joint ventures, deferred tax assets are recognized only 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.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items not relating to profit or loss is not recognized in profit or loss but rather in other comprehensive income or directly in equity. Deferred tax assets are reassessed and recognized at each reporting date. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
40
Deferred tax assets and liabilities offset each other, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities, and the deferred taxes relate to the same taxable entity and the same taxation authority.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, would be recognized subsequently if new information about changes in facts and circumstances becomes known. The adjustment would either be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it occurs during the measurement period or recognized in profit or loss.
(23)Earnings per Share
Earnings per share is computed according to IAS 33, “Earnings Per Share”. Basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the current reporting period. Diluted earnings per share is computed by taking basic earnings per share into consideration plus additional ordinary shares that would have been outstanding if the dilutive share equivalents had been issued. Net income is also adjusted for interest and other income or expenses derived from any underlying dilutive share equivalents. The weighted-average of outstanding shares is adjusted retroactively for stock dividends and employee stock bonus issues.
5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities, the accompanying disclosures and the disclosure of contingent liabilities. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The key assumptions concerning the future and other key sources of estimation for uncertainty at the reporting date, that would have a significant risk for a material adjustment to the carrying amounts of assets or liabilities within the next fiscal year are discussed below.
The Company bases its assumptions and estimates on information available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
41
(1) The Fair Value of Financial Instruments
Where the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including income approach (for example, the discounted cash flows model) or the market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.
(2) Derivative Instruments
The embedded derivative features contained in exchangeable bonds are bifurcated and separately accounted for if the economic characteristics and risks of the embedded derivative instruments are not clearly and closely related to those of the host contracts. Those bifurcated embedded derivatives are fair valued at the end of each reporting period by using the option pricing model with the changes in fair value included in earnings. The valuation model uses the market-based observable inputs including share price, volatility, credit spread and swap rates.
(3) Inventories
Inventories are valued at lower of cost and net realizable value item by item. 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. Please refer to Note 6(4). Costs of completion include direct labor and overhead, including depreciation and maintenance of production equipment, indirect labor costs, indirect material costs, supplies, utilities and royalties that is expected to be incurred at normal production level. The Company estimates normal production level taking into account loss of capacity resulting from planned maintenance, based on historical experience and current production capacity.
(4) Post-Employment Benefits
Cost of post-employment benefit pension plan and the present value of the pension obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions which may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The assumptions used for measuring pension cost and the present value of the pension obligation are disclosed in Note 6(14).
42
In determining the appropriate discount rate, management considers the interest rates of the government bonds and in determining rate of future salary increase, management takes account of past experiences, comparisons within the industry and the geographical region, inflation and the discount rate.
(5) Share-Based Payment Transactions
The Company measures the cost of equity-settled transactions with employees based on reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 6(16).
(6) Revenue Recognition-Sales Returns and Discounts
The Company estimates sales returns and discounts based on customer complaints, historical experience and other known factors at the time of sale, which reduces the sales revenue.
(7) Impairment of Property, Plant and Equipment
At each reporting date or whenever events indicate that the asset’s value has declined or significant changes in the market with an adverse effect have taken place, the Company assesses whether there is an indication that an asset in the scope of IAS 36 may be impaired. If any indication exists, the Company completes impairment testing for the CGU to which the individual assets belong. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value in use and is determined for an individual asset. The fair value less costs to sell is based on best information available to reflect the amount that an entity could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. The value-in-use is measured at the net present value of the future cash flows the entity expects to derive from the asset or CGU. Cash flow projection involves subjective judgments and estimates which include the estimated useful lives of property, plant and equipment, capacity that generates future cash flows, capacity of physical output, potential fluctuations of economic cycle in the industry and the Company’s operating situation.
43
(8) Income Tax
Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Company.
Deferred tax assets are recognized for all carryforward of unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences. Please refer to Note 6(21) for more details on unrecognized deferred tax assets as of December 31, 2013.
6. CONTENTS OF SIGNIFICANT ACCOUNTS
(1) CASH AND CASH EQUIVALENTS
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Cash on hand |
| $3,639 |
| $3,971 |
| $4,470 |
Checking and savings accounts |
| 8,894,827 |
| 10,656,261 |
| 13,795,814 |
Time deposits |
| 36,263,171 |
| 27,243,501 |
| 31,729,840 |
Repurchase agreements collateralized by government bonds and corporate bonds |
| 5,669,041 |
| 4,584,757 |
| 3,532,004 |
Total |
| $50,830,678 |
| $42,488,490 |
| $49,062,128 |
44
(2) FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Designated financial assets at fair value through profit or loss |
|
|
|
|
|
|
Convertible bonds |
| $60,441 |
| $43,680 |
| $184,046 |
Preferred stocks |
| - |
| 29,026 |
| 26,295 |
Subtotal |
| 60,441 |
| 72,706 |
| 210,341 |
|
|
|
|
|
|
|
Financial assets held for trading |
|
|
|
|
|
|
Listed stocks |
| 234,583 |
| 256,685 |
| 202,081 |
Corporate bonds |
| 398,681 |
| 399,309 |
| 403,220 |
Subtotal |
| 633,264 |
| 655,994 |
| 605,301 |
Total |
| $693,705 |
| $728,700 |
| $815,642 |
|
|
|
|
|
|
|
Current |
| $633,264 |
| $655,994 |
| $695,931 |
Noncurrent |
| 60,441 |
| 72,706 |
| 119,711 |
Total |
| $693,705 |
| $728,700 |
| $815,642 |
(3) ACCOUNTS RECEIVABLE, NET
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Accounts receivable |
| $17,714,962 |
| $17,426,163 |
| $15,235,258 |
Less: allowance for sales returns and discounts |
| (516,189) |
| (592,043) |
| (165,000) |
Less: allowance for doubtful accounts |
| (574,421) |
| (613,288) |
| (679,717) |
Net |
| $16,624,352 |
| $16,220,832 |
| $14,390,541 |
45
Aging analysis of account receivables:
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Neither past due nor impaired |
| $14,204,640 |
| $13,713,487 |
| $12,382,985 |
Past due but not impaired: |
|
|
|
|
|
|
≤ 30 days |
| 2,113,439 |
| 2,185,203 |
| 1,277,971 |
31 to 60 days |
| 279,047 |
| 129,133 |
| 406,722 |
61 to 90 days |
| 14,204 |
| 70,481 |
| 129,561 |
91 to 120 days |
| 13,022 |
| 6,274 |
| 129,020 |
> 120 days |
| - |
| 116,254 |
| 64,282 |
Subtotal |
| 2,419,712 |
| 2,507,345 |
| 2,007,556 |
Total |
| $16,624,352 |
| $16,220,832 |
| $14,390,541 |
Movement on allowance for individual evaluation doubtful accounts:
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Beginning balance |
| $613,288 |
| $679,717 |
Net charge for the period |
| (38,867) |
| (66,429) |
Ending balance |
| $574,421 |
| $613,288 |
The terms for third party domestic sales were net 30~60 days, while the collection periods for third party overseas sales were month end 30~60 days.
The impairment losses assessed individually as of December 31, 2013 and 2012 primarily resulted from the financial difficulties of the counter trading parties and the amounts recognized were the difference between the carrying amount of the accounts receivable and the present value of expected collectable amounts. The Company has no collateral with respect to those accounts receivable.
46
(4) INVENTORIES, NET
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Raw materials |
| $2,327,044 |
| $1,847,533 |
| $2,394,427 |
Supplies and spare parts |
| 2,397,733 |
| 2,142,737 |
| 2,276,999 |
Work in process |
| 8,894,291 |
| 9,369,975 |
| 7,789,462 |
Finished goods |
| 2,351,067 |
| 2,567,077 |
| 3,212,117 |
Total |
| 15,970,135 |
| 15,927,322 |
| 15,673,005 |
Less: allowance for inventory valuation losses |
| (1,976,876) |
| (2,903,612) |
| (2,969,299) |
Net |
| $13,993,259 |
| $13,023,710 |
| $12,703,706 |
a. For the years ended December 31, 2013 and 2012, the Company recognized NT$97,675 million and NT$93,932 million for costs of inventories in expenses, of which NT$974 million and NT$5 million respectively were related to gains recognized when the circumstances that caused the net realizable value of inventory to be lower than its cost no longer existed.
b. Inventories were not pledged.
(5) AVAILABLE-FOR-SALE FINANCIAL ASSETS
|
| As of | ||||
|
| December 31, 2013 |
| December 31, 2012 |
| January 1, 2012 |
Common stocks |
| $21,250,880 |
| $23,682,805 |
| $28,277,121 |
Preferred stocks |
| 312,600 |
| 165,300 |
| 181,200 |
Depositary receipts |
| - |
| 299,908 |
| 37,400 |
Funds |
| 127,040 |
| 158,604 |
| 73,606 |
Total |
| $21,690,520 |
| $24,306,617 |
| $28,569,327 |
|
|
|
|
|
|
|
Current |
| $2,134,379 |
| $4,330,880 |
| $5,124,780 |
Noncurrent |
| 19,556,141 |
| 19,975,737 |
| 23,444,547 |
Total |
| $21,690,520 |
| $24,306,617 |
| $28,569,327 |
UMC issued bonds that are exchangeable at any time on or after January 1, 2010 and prior to November 22, 2014, into common stocks originally classified as available-for-sale financial assets, noncurrent. Therefore, UMCclassifiedthe exchangeablecommon stock as current assets.
47
(6) FINANCIAL ASSETS MEASURED AT COST, NON-CURRENT
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Common stocks |
| $610,006 |
| $622,729 |
| $774,480 |
Preferred stocks |
| 3,062,449 |
| 2,160,749 |
| 1,898,071 |
Funds |
| 412,837 |
| 378,640 |
| 381,407 |
Total |
| $4,085,292 |
| $3,162,118 |
| $3,053,958 |
Since these financial assets mostly consist of non-publicly traded stocks and private venture funds, for which the fair value cannot be reliably measured due to lack of sufficient financial information available, the Company measures these financial assets at cost.
(7) INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD
a. Details of investments accounted for under the equity method are as follows:
|
| As of | ||||||
|
| December 31, 2013 |
| December 31, 2012 | ||||
Investee companies |
| Amount |
| Percentage of Ownership or Voting Rights |
| Amount |
| Percentage of Ownership or Voting Rights |
Listed companies |
|
|
|
|
|
|
|
|
CRYSTALWISE TECHNOLOGY INC. (CRYSTALWISE) ( Note A) |
| $- |
| - |
| $78,621 |
| 4.21 |
|
|
|
|
|
|
|
|
|
Unlisted companies |
|
|
|
|
|
|
|
|
MOS ART PACK CORP. (MAP) ( Note B) |
| 238,373 |
| 72.98 |
| 238,373 |
| 72.98 |
UNITED LIGHTING OPTO-ELECTRONIC INC. (UNITED LIGHTING) (Note C) |
| 12,473 |
| 55.25 |
| 12,493 |
| 55.25 |
SHANDONG HUAHONG ENERGY INVEST CO., INC. (SHANDONG HUAHONG) ( Note D) |
| 714,120 |
| 50.00 |
| 688,008 |
| 50.00 |
WINAICO SOLAR PROJEKT 1 GMBH ( Note D) |
| 45,947 |
| 50.00 |
| 45,647 |
| 50.00 |
ACHIEVE MADE INTERNATIONAL LTD. |
| 119,357 |
| 49.38 |
| 147,207 |
| 49.38 |
LIST EARN ENTERPRISE INC. |
| 9,798 |
| 49.00 |
| 9,616 |
| 49.00 |
MTIC HOLDINGS PTE. LTD. |
| 152,713 |
| 45.44 |
| 189,012 |
| 45.44 |
YUNG LI INVESTMENTS, INC. |
| 259,034 |
| 45.16 |
| 194,173 |
| 45.16 |
MEGA MISSION LIMITED PARTNERSHIP |
| 1,977,433 |
| 45.00 |
| 1,458,458 |
| 45.00 |
WINAICO IMMOBILIEN GMBH (Note D) |
| 300,692 |
| 44.78 |
| - |
| - |
UNITECH CAPITAL INC. |
| 687,078 |
| 42.00 |
| 667,781 |
| 42.00 |
LTI REENERGY CO., LTD. (LTI) ( Note D) |
| 5,503 |
| 40.00 |
| 4,264 |
| 40.00 |
UNITED LED CORPORATION HONG KONG LIMITED |
| 481,227 |
| 39.13 |
| 403,941 |
| 45.00 |
HSUN CHIEH INVESTMENT CO., LTD. |
| 3,048,053 |
| 36.49 |
| 2,609,733 |
| 36.49 |
UC FUND II |
| 3,953 |
| 35.45 |
| 51,561 |
| 35.45 |
EXOJET TECHNOLOGY CORP. |
| 84,213 |
| 33.10 |
| 94,999 |
| 33.10 |
CTC CAPITAL PARTNERS I, L.P. |
| 195,622 |
| 31.40 |
| 124,492 |
| 31.40 |
TRANSLINK CAPITAL PARTNERS I, L.P. (Note E) |
| 106,247 |
| 10.38 |
| 98,641 |
| 10.38 |
UNIMICRON HOLDING LIMITED |
| - |
| - |
| 651,845 |
| 21.93 |
DAIWA QUANTUM CAPITAL PARTNERS I, L.P. (Note E, L) |
| - |
| - |
| 22,583 |
| 12.50 |
NEWENERGY HOLDING LIMITED (NEWENERGY) (Note F) |
| - |
| - |
| 185,143 |
| 100.00 |
ALLIANCE OPTOTEK CORP. (ALLIANCE) (Note G) |
| - |
| - |
| 16,547 |
| 47.99 |
BEST ELITE INTERNATIONAL LIMITED (Note H, I) |
| - |
| - |
| 3,776,610 |
| 35.03 |
ECP VITA LTD. (Note J) |
| - |
| - |
| - |
| 100.00 |
ASEPOWER I S.R.L (ASEPOWER) (Note D, K) |
| - |
| - |
| - |
| 75.00 |
Subtotal |
| 8,441,836 |
|
|
| 11,691,127 |
|
|
Total |
| $8,441,836 |
|
|
| $11,769,748 |
|
|
48
|
| As of | ||
|
| January 1, 2012 | ||
Investee companies |
| Amount |
| Percentage of Ownership or Voting Rights |
Listed companies |
|
|
|
|
CRYSTALWISE ( Note A) |
| $87,483 |
| 4.25 |
|
|
|
|
|
Unlisted companies |
|
|
|
|
MAP (Note B) |
| 238,373 |
| 72.98 |
WINAICO SOLAR PROJEKT 1 GMBH (Note D) |
| 45,573 |
| 50.00 |
SHANDONG HUAHONG (Note D) |
| 725,381 |
| 50.00 |
LIST EARN ENTERPRISE INC. |
| 9,688 |
| 49.00 |
SHENYANG PIONEER U-LIGHTING OPTO-ELECTRONIC CO., LTD. (SHENYANG U-LIGHTING) (Note D) |
| 4,080 |
| 49.00 |
ALLIANCE (Note G) |
| 77,545 |
| 47.99 |
MTIC HOLDINGS PTE. LTD. |
| 214,918 |
| 46.49 |
YUNG LI INVESTMENTS, INC. |
| 204,595 |
| 45.16 |
UNITED LED CORPORATION HONG KONG LIMITED |
| 593,479 |
| 45.00 |
MEGA MISSION LIMITED PARTNERSHIP |
| 1,298,748 |
| 45.00 |
ACHIEVE MADE INTERNATIONAL LTD. |
| 42,910 |
| 44.06 |
UNITECH CAPITAL INC. |
| 700,433 |
| 42.00 |
LTI (Note D) |
| 2,918 |
| 40.00 |
HSUN CHIEH INVESTMENT CO., LTD. |
| 2,734,699 |
| 36.49 |
UC FUND II |
| 44,992 |
| 35.45 |
BEST ELITE INTERNATIONAL LIMITED (Note H, I) |
| 3,141,108 |
| 34.90 |
EXOJET TECHNOLOGY CORP. |
| 103,277 |
| 33.40 |
SOLAR GATE TECHNOLOGY CO., LTD. |
| 39,418 |
| 32.73 |
CTC CAPITAL PARTNERS I, L.P. |
| 127,784 |
| 31.40 |
UNIMICRON HOLDING LIMITED |
| 626,021 |
| 21.93 |
HIGH POWER LIGHTING CORP. |
| 15,552 |
| 20.24 |
DAIWA QUANTUM CAPITAL PARTNERS I, L.P. (Note E, L) |
| 26,102 |
| 12.50 |
TRANSLINK CAPITAL PARTNERS I, L.P. (Note E) |
| 120,097 |
| 10.38 |
Subtotal |
| 11,137,691 |
|
|
Total |
| $11,225,174 |
|
|
Note A: The Company acquired 2.7 million shares of CRYSTALWISE through private placement in August 2010. The exchange of these securities listed above was restricted by Article 43 paragraph 8 of the Securities and Exchange Law. The above-mentioned restriction of CRYSTALWISE was lifted on September 23, 2013. The Company lost significant influence over CRYSTALWISE in August 2013 and reclassified this investment from investments accounted for under the equity method to available-for-sale financial assets, noncurrent.
49
Note B: On March 10, 2011, MAP filed for liquidation through a decision at its stockholders’ meeting. The liquidation has not been completed as of December 31, 2013.
Note C: On September 19, 2012, UNITED LIGHTING filed for liquidation through a decision at its stockholders’ meeting. The liquidation has not been completed as of December 31, 2013.
Note D: The Company uses the equity method to account for its investment in ASEPOWER , SHANDONG HUAHONG, WINAICO SOLAR PROJEKT 1 GMBH, WINAICO IMMOBILIEN GMBH, LTI, and SHENYANG U-LIGHTING, which are joint ventures.
Note E: The Company follows international accounting practices in equity accounting for limited partnerships because no equivalent type of business exists domestically. Therefore, the Company uses the equity method to account for these investees.
Note F: On August 22, 2012, NEWENERGY filed for liquidation through a decision at its stockholders’ meeting. The liquidation has been completed as of June 24, 2013.
Note G: The Company acquired additional shares of ALLIANCE on May 2, 2013. The Company previously held 47.99% of ALLIANCE’s equity interest immediately before the business combination. The Company increased its cumulative ownership in Alliance to 74.51% and obtained a controlling interest in Alliance post acquisition. Please refer to Note 6 (23) for further discussion.
Note H: During March 2005, the Company received an offer of approximately 106 million ordinary shares from Best Elite International Limited (Best Elite), the holding company of HeJian Technology Corp. (HeJian). The offered shares represented approximately 50% of Best Elite’s outstanding ordinary shares and approximately 15% of the total outstanding shares of Best Elite. The Company filed an inquiry with the Investment Commission of the Ministry of Economic Affairs on March 18, 2005 (Ref. No. 94-Lian-Tung-Tzu-0222), for their executive guidance with respect to the offer. Subsequent to Best Elite Board approval, the offered ordinary shares were placed in a trust while the Company awaited the Investment Commission’s guidance. While in trust, the Company could not receive ownership (nor any potential stock dividend or cash dividend distributed) and was not the beneficiary thereof unless the Company received approval from the Investment Commission. In the event that any stock dividend or cash dividend was distributed, the Company’s potential stake in Best Elite would have accumulated accordingly.
50
No response from the Investment Commission of the Ministry of Economic Affairs was received on the Company’s inquiry for many years. In June 2011, the Company filed an application for the acquisition of the aforementioned donated Best Elite shares as well as for an additional purchase of Series B and B-1 preferred shares (Note I). Thereafter, on November 1, 2011, the Company received the approval letter from the Investment Commission of the Ministry of Economic Affairs (Ref. No. Jing-Shen-Er-Zi-10000274530). With such an approval, the Company was able to formally accept the ordinary shares, which have been held in trust since 2006. Based on the approval letter from the Investment Commission of the Ministry of Economic Affairs, which designated the ordinary shares offered by Best Elite as a donation, the Company recognized the said shares at their fair value of USD 23 million on the day of transfer, December 12, 2011, as a long term investment accounted for under the equity method with a corresponding gain recorded in other income.
Note I: On March 16, 2011, in order to achieve its global market objectives, the Company’s Board of Directors approved an offer to the stockholders of Best Elite to purchase up to 30% of the preferred shares of Best Elite. In June 2011, the Company filed an application on the 15.34% donated shares (in trust as described above) as well as 20.41% of the preferred shares of Best Elite based on the said stockholders’ offering. Such purchase of 20.41% of the preferred shares of Best Elite was approved on November 1, 2011 in the same letter from the Investment Commission of the Ministry of Economic Affairs (Ref. No. Jing-Shen-Er-Zi-10000274530) granting approval for the Company’s ownership of Best Elite ordinary shares placed in trust. Pursuant to such approval, the Company acquired by way of purchase at fair value Series B and B-1 preferred shares representing 19.56% of Best Elite’s total outstanding shares on December 12, 2011 and the Company thereby increased its cumulative ownership in Best Elite to 34.90%. The Company accounted for its investment as a long term investment under the equity method in accordance with IAS 28 “Investment in Associates”. The Company acquired an additional 48.07% of Best Elite’s total outstanding shares on February 1, 2013 and obtained control of Best Elite accordingly. Please refer to Note 6 (23) for further discussions on the business combination.
Note J: On December 21, 2012, ECP VITA LTD. filed for liquidation through a decision at its stockholders’ meeting. The liquidation was completed on February 18, 2013.
51
Note K: The Company used the equity method to account for its joint venture investment in ASEPOWER through September 10, 2013, the date that ASEPOWER completed its liquidation procedures.
Note L: The liquidation of DAIWA QUANTUM CAPITAL PARTNERS I, L.P. was completed on December 27, 2013.
The carrying amount of investments accounted for using the equity method for which there are published price quotations amounted to NT$0, NT$79 million and NT$87 million, as of December 31, 2013, December 31, 2012 and January 1, 2012, respectively. The fair value of these investments were NT$0, NT$95 million and NT$78 million, as of December 31, 2013, December 31, 2012 and January 1, 2012, respectively.
Certain investments accounted for under the equity method were audited by other independent accountants. Shares of investment income from these associates and joint ventures amounted to NT$180 million and NT$57 million for the years ended December 31, 2013 and 2012, respectively. Share of other comprehensive income (loss) from these associates and joint ventures amounted to NT$254 million and NT$(169) million for the years ended December 31, 2013 and 2012, respectively. The balances of investments accounted for under the equity method were NT$3,972 million, NT$4,213 million and NT$4,379 million as of December 31, 2013, December 31, 2012 and January 1, 2012, respectively.
No investment accounted for using the equity method was pledged.
b. The summarized financial information of the Company’s investments in associates are as follows:
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Total assets(100%) |
| $26,465,500 |
| $43,507,823 |
| $42,239,957 |
Total liabilities(100%) |
| 6,880,254 |
| 10,863,545 |
| 11,064,503 |
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Revenue(100%) |
| $5,697,738 |
| $14,140,160 |
Net income(100%) |
| 1,658,905 |
| 2,095,535 |
52
c. UMC’s associate, HSUN CHIEH INVESTMENT CO., LTD., held 441 million shares of UMC’s stock as of December 31, 2013 and 2012.
d. The summarized financial information of the Company’s investments in jointly control entities are as follows:
The Company began to use the equity method to account for its investments in SHENYANG U-LIGHTING, SHANDONG HUAHONG, LTI, WINAICO SOLAR PROJEKT 1 GMBH, ASEPOWER, SOCIALNEX ITALIA 1 S.R.L. and WINAICOIMMOBILIEN GMBH, on July 6, 2010, January 7, 2011, September 28, 2011, December 7, 2011, March 31, 2012, March 31, 2012 and March 31, 2013, respectively. The Company ceased to use the equity method to account for its investments inSHENYANG U-LIGHTING, SOCIALNEX ITALIA 1 S.R.L. and ASEPOWER since June 19, 2012, June 30, 2012 and September 10, 2013, respectively. The summarized financial information which the Company recognized is as follows:
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Current assets |
| $367,381 |
| $279,550 |
| $324,274 |
Non-current assets |
| 1,907,537 |
| 1,092,577 |
| 963,024 |
Current liabilities |
| 488,486 |
| 107,044 |
| 131,176 |
Non-current liabilities |
| 714,260 |
| 504,878 |
| 362,646 |
Equity |
| 1,072,172 |
| 760,205 |
| 793,476 |
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Revenues |
| $175,286 |
| $150,673 |
Expenses |
| 201,394 |
| 171,182 |
(8) PROPERTY, PLANT AND EQUIPMENT
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Land |
| $1,925,691 |
| $2,640,388 |
| $2,605,228 |
Buildings |
| 13,679,387 |
| 12,597,260 |
| 15,379,227 |
Machinery and equipment |
| 125,170,755 |
| 123,571,531 |
| 109,318,670 |
Transportation equipment |
| 15,047 |
| 16,684 |
| 13,102 |
Furniture and fixtures |
| 1,148,689 |
| 1,339,197 |
| 1,174,696 |
Leasehold improvement |
| 1,044,943 |
| 1,278,589 |
| 635,815 |
Construction in progress and equipment awaiting inspection |
| 19,368,388 |
| 18,500,156 |
| 12,734,824 |
Net |
| $162,352,900 |
| $159,943,805 |
| $141,861,562 |
53
Cost:
|
| Land |
| Buildings |
| Machinery and equipment |
| Transportation |
| Furniture and fixtures |
| Leasehold improvement |
| Construction in progress and equipment awaiting inspection |
| Total |
As of January 1, 2013 |
| $3,171,351 |
| $30,451,446 |
| $601,810,744 |
| $67,827 |
| $5,485,951 |
| $1,753,124 |
| $18,500,156 |
| $661,240,599 |
Additions |
| - |
| - |
| - |
| - |
| - |
| - |
| 31,485,078 |
| 31,485,078 |
Acquisitions of subsidiaries |
| - |
| 2,298,543 |
| 3,965,968 |
| 258 |
| 25,275 |
| 1,193 |
| 34,655 |
| 6,325,892 |
Disposals |
| (106,946) |
| (95,304) |
| (3,425,740) |
| (4,089) |
| (181,384) |
| (1,388) |
| (282,265) |
| (4,097,116) |
Disposals of subsidiaries |
| (1,056,531) |
| (7,180,478) |
| (6,837,604) |
| (480) |
| (195,656) |
| - |
| - |
| (15,270,749) |
Transfers and reclassifications |
| 10,626 |
| 25,455 |
| 32,616,495 |
| 2,740 |
| 170,053 |
| 46,711 |
| (30,359,069) |
| 2,513,011 |
Exchange effect |
| (92,809) |
| 347,247 |
| 2,836,866 |
| 298 |
| (18,776) |
| 1,281 |
| (10,167) |
| 3,063,940 |
As of December 31, 2013 |
| $1,925,691 |
| $25,846,909 |
| $630,966,729 |
| $66,554 |
| $5,285,463 |
| $1,800,921 |
| $19,368,388 |
| $685,260,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Land |
| Buildings |
| Machinery and equipment |
| Transportation equipment |
| Furniture and fixtures |
| Leasehold improvement |
| Construction in progress and equipment awaiting inspection |
| Total |
As of January 1, 2012 |
| $3,222,065 |
| $31,742,456 |
| $573,348,044 |
| $65,705 |
| $5,037,391 |
| $836,313 |
| $12,734,824 |
| $626,986,798 |
Additions |
| - |
| - |
| - |
| - |
| - |
| - |
| 46,601,760 |
| 46,601,760 |
Acquisitions of subsidiaries |
| - |
| - |
| 180,097 |
| - |
| - |
| - |
| - |
| 180,097 |
Disposals |
| - |
| - |
| (16,264,527) |
| (4,116) |
| (105,718) |
| - |
| - |
| (16,374,361) |
Disposals of subsidiaries |
| - |
| - |
| (38,962) |
| - |
| (2,733) |
| (811) |
| (358,995) |
| (401,501) |
Transfers and reclassifications |
| 135,246 |
| 90,056 |
| 50,862,705 |
| 6,953 |
| 631,962 |
| 919,355 |
| (40,383,072) |
| 12,263,205 |
Exchange effect |
| (185,960) |
| (1,381,066) |
| (6,276,613) |
| (715) |
| (74,951) |
| (1,733) |
| (94,361) |
| (8,015,399) |
As of December 31, 2012 |
| $3,171,351 |
| $30,451,446 |
| $601,810,744 |
| $67,827 |
| $5,485,951 |
| $1,753,124 |
| $18,500,156 |
| $661,240,599 |
54
Accumulated Depreciation and Impairment:
|
| Land |
| Buildings |
| Machinery and equipment |
| Transportation equipment |
| Furniture and fixtures |
| Leasehold improvement |
| Construction in progress and equipment awaiting inspection |
| Total |
As of January 1, 2013 |
| $530,963 |
| $17,854,186 |
| $478,239,213 |
| $51,143 |
| $4,146,754 |
| $474,535 |
| $- |
| $501,296,794 |
Depreciation |
| - |
| 1,211,097 |
| 35,363,090 |
| 4,014 |
| 382,267 |
| 280,885 |
| - |
| 37,241,353 |
Gain from reversal of impairment loss |
| - |
| - |
| (984) |
| - |
| - |
| - |
| - |
| (984) |
Disposals |
| (208) |
| (93,202) |
| (3,365,310) |
| (3,341) |
| (179,812) |
| (617) |
| - |
| (3,642,490) |
Disposals of subsidiaries |
| (487,896) |
| (7,095,675) |
| (6,708,746) |
| (462) |
| (193,201) |
| - |
| - |
| (14,485,980) |
Transfers and reclassifications |
| - |
| - |
| (572) |
| - |
| 51 |
| - |
| - |
| (521) |
Exchange effect |
| (42,859) |
| 291,116 |
| 2,269,283 |
| 153 |
| (19,285) |
| 1,175 |
| - |
| 2,499,583 |
As of December 31, 2013 |
| $- |
| $12,167,522 |
| $505,795,974 |
| $51,507 |
| $4,136,774 |
| $755,978 |
| $- |
| $522,907,755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Land |
| Buildings |
| Machinery and equipment |
| Transportation equipment |
| Furniture and fixtures |
| Leasehold improvement |
| Construction in progress and equipment awaiting inspection |
| Total |
As of January 1, 2012 |
| $616,837 |
| $16,363,229 |
| $464,029,374 |
| $52,603 |
| $3,862,695 |
| $200,498 |
| $- |
| $485,125,236 |
Depreciation |
| - |
| 1,152,612 |
| 33,290,972 |
| 3,116 |
| 392,673 |
| 276,028 |
| - |
| 35,115,401 |
Impairment Loss |
| - |
| 1,555,232 |
| 1,676,789 |
| 82 |
| 29,238 |
| - |
| - |
| 3,261,341 |
Disposals |
| - |
| - |
| (15,419,328) |
| (4,116) |
| (103,677) |
| - |
| - |
| (15,527,121) |
Disposals of subsidiaries |
| - |
| - |
| (24,933) |
| - |
| (2,203) |
| (331) |
| - |
| (27,467) |
Transfers and reclassifications |
| - |
| - |
| (40,372) |
| - |
| 40,372 |
| - |
| - |
| - |
Exchange effect |
| (85,874) |
| (1,216,887) |
| (5,273,289) |
| (542) |
| (72,344) |
| (1,660) |
| - |
| (6,650,596) |
As of December 31, 2012 |
| $530,963 |
| $17,854,186 |
| $478,239,213 |
| $51,143 |
| $4,146,754 |
| $474,535 |
| $- |
| $501,296,794 |
55
As of December 31, 2012, the Company identified indicators of impairment at certain subsidiaries due to its net operating profit being lower than expected. The Company determined that certain property, plant and equipment would not generate the expected future cash flows. The Company determined the recoverable amounts of these assets based on the fair values less costs to sell. The impairment test revealed that the total carrying amount of these assets was greater than their total recoverable amount. After considering the relevant objective evidence, the Company recorded an impairment loss of NT$3,261 million for the year ended December 31, 2012, of which wafer fabrication segment recorded NT$1,987 million and new business segment recorded NT$1,274 million.
a. The amounts of total interest expense before capitalization of borrowing costs were NT$803 million and NT$755 million for the years ended December 31, 2013 and 2012, respectively. Details of capitalized borrowing costs are as follows:
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Land |
| $- |
| $143 |
Buildings |
| 43,199 |
| 7,516 |
Machinery and equipment |
| 163,206 |
| 288,987 |
Others |
| 30 |
| 13 |
Total interest capitalized |
| $206,435 |
| $296,659 |
|
|
|
|
|
Interest rates applied |
| 0.19%~2.28% |
| 0.17%~2.29% |
b. Please refer to Note 8 for property, plant and equipment pledged as collateral.
(9) INTANGIBLE ASSETS
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1,2012 |
Goodwill |
| $50,863 |
| $50,863 |
| $50,863 |
Software |
| 173,252 |
| 200,790 |
| 150,466 |
Patents and royalty fees |
| 3,400,769 |
| 1,894,111 |
| 730,030 |
Others |
| 1,114,763 |
| 652,395 |
| 552,422 |
Net |
| $4,739,647 |
| $2,798,159 |
| $1,483,781 |
56
Cost:
|
| Goodwill |
| Software |
| Patents and royalty fees |
| Others |
| Total |
As of January 1, 2013 |
| $50,863 |
| $471,987 |
| $2,298,527 |
| $1,433,499 |
| $4,254,876 |
Additions |
| - |
| 490 |
| 1,823,274 |
| 1,082,896 |
| 2,906,660 |
Disposals |
| - |
| (138,722) |
| (13,737) |
| (467,914) |
| (620,373) |
Reclassifications |
| - |
| 74,832 |
| 39,951 |
| - |
| 114,783 |
Acquisitions of subsidiaries |
| - |
| 36,132 |
| 9,283 |
| 61,700 |
| 107,115 |
Disposals of subsidiaries |
| - |
| (6,888) |
| - |
| - |
| (6,888) |
Exchange effect |
| - |
| (5,369) |
| (1,631) |
| (93) |
| (7,093) |
As ofDecember 31, 2013 |
| $50,863 |
| $432,462 |
| $4,155,667 |
| $2,110,088 |
| $6,749,080 |
|
|
|
|
|
|
|
|
|
|
|
|
| Goodwill |
| Software |
| Patents and royalty fees |
| Others |
| Total |
As of January 1, 2012 |
| $50,863 |
| $355,029 |
| $964,583 |
| $1,186,389 |
| $2,556,864 |
Additions |
| - |
| 1,674 |
| 1,344,681 |
| 486,681 |
| 1,833,036 |
Disposals |
| - |
| (27,022) |
| - |
| (239,473) |
| (266,495) |
Reclassifications |
| - |
| 163,139 |
| - |
| - |
| 163,139 |
Disposals of subsidiaries |
| - |
| (3,641) |
| - |
| 106 |
| (3,535) |
Exchange effect |
| - |
| (17,192) |
| (10,737) |
| (204) |
| (28,133) |
As ofDecember 31, 2012 |
| $50,863 |
| $471,987 |
| $2,298,527 |
| $1,433,499 |
| $4,254,876 |
Accumulated amortization and impairment:
|
| Goodwill |
| Software |
| Patents and royalty fees |
| Others |
| Total |
As of January 1, 2013 |
| $- |
| $271,197 |
| $404,416 |
| $781,104 |
| $1,456,717 |
Amortization |
| - |
| 139,626 |
| 362,727 |
| 538,413 |
| 1,040,766 |
Impairment Loss |
| - |
| - |
| 677 |
| 57,000 |
| 57,677 |
Disposals |
| - |
| (138,712) |
| (13,749) |
| (467,914) |
| (620,375) |
Reclassifications |
| - |
| - |
| - |
| 86,818 |
| 86,818 |
Disposals of subsidiaries |
| - |
| (6,888) |
| - |
| - |
| (6,888) |
Exchange effect |
| - |
| (6,013) |
| 827 |
| (96) |
| (5,282) |
As ofDecember 31, 2013 |
| $- |
| $259,210 |
| $754,898 |
| $995,325 |
| $2,009,433 |
|
|
|
|
|
|
|
|
|
|
|
|
| Goodwill |
| Software |
| Patents and royalty fees |
| Others |
| Total |
As of January 1, 2012 |
| $- |
| $204,563 |
| $234,553 |
| $633,967 |
| $1,073,083 |
Amortization |
| - |
| 113,448 |
| 164,108 |
| 385,776 |
| 663,332 |
Impairment loss |
| - |
| 154 |
| 10,302 |
| 639 |
| 11,095 |
Disposals |
| - |
| (27,038) |
| - |
| (239,473) |
| (266,511) |
Disposals of subsidiaries |
| - |
| (3,178) |
| - |
| - |
| (3,178) |
Exchange effect |
| - |
| (16,752) |
| (4,547) |
| 195 |
| (21,104) |
As ofDecember 31, 2012 |
| $- |
| $271,197 |
| $404,416 |
| $781,104 |
| $1,456,717 |
57
The amortization amounts of intangible assets are as follows:
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Operating cost |
| $440,342 |
| $241,420 |
Operating expense |
| $600,424 |
| $421,912 |
The carrying amounts of significant technology license fees and royalty fees obtained by the Company were NT$3,211 million, NT$1,277 million and NT$0 as ofDecember 31, 2013, December 31, 2012 and January 1, 2012, respectively. The remaining amortization periods were 8~9 years and 9~10 years, respectively.
(10)SHORT TERM LOANS
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Unsecured bank loans |
| $4,643,573 |
| $5,772,615 |
| $9,411,877 |
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Interest rates applied |
| 0.57%~4.38% |
| 0.55%~2.98% |
The Company’s unused short-term lines of credits amounted to NT$18,587 million, NT$18,293 million and NT$19,609 million as of December 31, 2013, December 31, 2012 and January 1, 2012, respectively.
58
(11)FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS, CURRENT
|
| As of | ||||
|
| December 31, 2013 |
| December 31, 2012 |
| January 1, 2012 |
Derivatives embedded in exchangeable bonds |
| $1,928 |
| $767,605 |
| $741,531 |
(12)BONDS PAYABLE
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Unsecured convertible bonds payable |
| $10,255,791 |
| $12,278,461 |
| $12,420,903 |
Unsecured exchangeable bonds payable |
| 3,709,339 |
| 4,651,323 |
| 6,125,110 |
Unsecured domestic bonds payable |
| 20,000,000 |
| 10,000,000 |
| - |
Less: Discounts on bonds payable |
| (358,713) |
| (705,431) |
| (1,141,225) |
Total |
| 33,606,417 |
| 26,224,353 |
| 17,404,788 |
Less: Current or exchangeable portion due within one year |
| (13,627,063) |
| (4,292,160) |
| (5,420,384) |
Net |
| $19,979,354 |
| $21,932,193 |
| $11,984,404 |
A. On December 2, 2009, UMC issued SGX-ST listed zero coupon exchangeable bonds. The terms and conditions of the bonds are as follows:
a. Issue Amount: US$127.2 million
b. Period: December 2, 2009 ~ December 2, 2014 (Maturity date)
c. Redemption:
i. UMC may redeem the bonds, in whole or in part, after 12 months of the issuance and prior to the maturity date, at the principal amount of the bonds with an interest calculated at the rate of -0.5% per annum (the Early Redemption Price) if the closing price of the ordinary shares of Unimicron Technology Corporation (Unimicron) on the TSE, translated into US dollars at the prevailing exchange rate, for a period of 20 consecutive trading days, the last of which occurs not more than 10 days prior to the date upon which notice of such redemption is published, is at least 130% of the exchange price then in effect translated into US dollars at the rate of NTD 32.197=USD 1.00.
59
ii. UMC may redeem the bonds, in whole, but not in part, at the Early Redemption Price if at least 90% in principal amount of the bonds has already been exchanged, redeemed or purchased and cancelled.
iii. UMC may redeem all, but not part, of the bonds, at the Early Redemption Price at any time, in the event of certain changes in the R.O.C.’s tax rules which would require UMC to gross up for payments of principal, or to gross up for payments of interest or premium.
iv. All, or any portion, of the bonds would be redeemable in US dollars at the option of bondholders on December 2, 2011 at 99% of the principal amount.
v. Bondholders have the right to require UMC to redeem all or any portion of the bonds at the Early Redemption Price if the ordinary shares of the exchanged securities are officially delisted on the TSE for a period of five consecutive trading days.
vi. In the event that a change of control as defined in the indenture of the bonds occurs to UMC or Unimicron, the bondholders shall have the right to require UMC to redeem the bonds, in whole or in part, at the Early Redemption Price.
d. Terms of Exchange
i. Underlying Securities: Ordinary shares of Unimicron
ii. Exchange Period: The bonds are exchangeable at any time on or after January 1, 2010 and prior to November 22, 2014, into Unimicron ordinary shares; provided, however, that if the exercise date falls within 5 business days from the beginning of, and during, any closed period, the right of the exchanging holder of the bonds to vote with respect to the shares it receives will be subject to certain restrictions.
iii. Exchange Price and Adjustment: The exchange price was originally NT$51.1875 per share, determined on the basis of a fixed exchange rate of NTD 32.197=USD 1.00. The exchange price will be subject to adjustments upon the occurrence of certain events set out in the indenture. The exchange price was NT$43.3650 per share on December 31, 2013.
e. Redemption on the Maturity Date: On the maturity date, UMC will redeem the bonds at 97.53% of the principal amount unless, prior to such date:
i. UMC shall have redeemed the bonds at the option of UMC, or the bonds shall have been redeemed at option of the bondholder;
ii. The bondholders shall have exercised the exchange right before maturity; or
iii. The bonds shall have been redeemed or purchased by UMC and cancelled.
60
B. On December 2, 2009, UMC issued SGX-ST listed zero coupon exchangeable bonds. The terms and conditions of the bonds are as follows:
a. Issue Amount: US$80 million
b. Period: December 2, 2009 ~ December 2, 2014 (Maturity date)
c. Redemption:
i. UMC may redeem the bonds, in whole or in part, after 12 months of the issuance and prior to the maturity date, at the principal amount of the bonds with an interest calculated at the rate of -0.5% per annum (the Early Redemption Price) if the closing price of the ordinary shares of Novatek Microelectronics Corp., Ltd. (Novatek) on the TSE, translated into US dollars at the prevailing exchange rate, for a period of 20 consecutive trading days, the last of which occurs not more than 10 days prior to the date upon which notice of such redemption is published, is at least 130% of the exchange price then in effect translated into US dollars at the rate of NTD 32.197=USD 1.00.
ii. UMC may redeem the bonds, in whole, but not in part, at the Early Redemption Price if at least 90% in principal amount of the bonds has already been exchanged, redeemed or purchased and cancelled.
iii. UMC may redeem all, but not part, of the bonds, at the Early Redemption Price at any time, in the event of certain changes in the R.O.C.’s tax rules which would require UMC to gross up for payments of principal, or to gross up for payments of interest or premium.
iv. All, or any portion, of the bonds would be redeemable in US dollars at the option of bondholders on December 2, 2011 at 99% of the principal amount.
v. Bondholders have the right to require UMC to redeem all or any portion of the bonds at the Early Redemption Price if the ordinary shares of the exchanged securities are officially delisted on the TSE for a period of five consecutive trading days.
vi. In the event that a change of control as defined in the indenture of the bonds occurs to UMC or Novatek, the bondholders shall have the right to require UMC to redeem the bonds, in whole or in part, at the Early Redemption Price.
d. Terms of Exchange
i. Underlying Securities: Ordinary shares of Novatek
ii. Exchange Period: The bonds are exchangeable at any time on or after January 1, 2010 and prior to November 22, 2014, into Novatek ordinary shares; provided, however, that if the exercise date falls within 5 business days from the beginning of, and during, any closed period, the right of the exchanging holder of the bonds to vote with respect to the shares it receives will be subject to certain restrictions.
61
iii. Exchange Price and Adjustment: The exchange price was originally NT$108.58 per share, determined on the basis of a fixed exchange rate of NTD 32.197=USD 1.00. The exchange price will be subject to adjustments upon the occurrence of certain events set out in the indenture.
e. Exchange of the Bonds
As of December 31, 2013 and 2012, certain bondholders have exercised their rights to exchange their bonds with the total principal amount of US$77 million and US$43 million into Novatek shares. Gains from disposal of investments and gains from exchange of bonds from bondholders exercising exchange rights during the years ended December 31, 2013 and 2012 amounted NT$1,137 million and NT$1,389 million, respectively, and were recognized as other gains and losses.
f. Bonds early redemption:
Since over 90% principal amount of the bonds has already been exchanged, UMC redeemed the bonds in whole at the Early Redemption Priceon July 22, 2013. The remaining principal amount of the redeemed bonds was US$3 million. UMC recognized a gain of NT$45 million from the redemption and classified the gain as other gains and losses.
g. Redemption on the Maturity Date: On the maturity date, UMC will redeem the bonds at 97.53% of the principal amount unless, prior to such date:
i. UMC shall have redeemed the bonds at the option of UMC, or the bonds shall have been redeemed at option of the bondholder;
ii. The bondholders shall have exercised the exchange right before maturity; or
iii. The bonds shall have been redeemed or purchased by UMC and cancelled.
C. On May 24, 2011, UMC issued SGX-ST listed currency linked zero coupon convertible bonds. The terms and conditions of the bonds are as follows:
a Issue Amount: US$500 million
b. Period: May 24, 2011 ~ May 24, 2016 (Maturity date)
c. Redemption:
i. UMC may redeem the bonds, in whole or in part, after 3 years of the issuance and prior to the maturity date, at the principal amount of the bonds with an interest calculated at the rate of -0.25% per annum (the Early Redemption Amount) if the closing price of UMC’s ADS on the New York Stock Exchange, for a period of 20 out of 30 consecutive ADS trading days, the last of which occurs not more than 5 ADS trading days prior to the date upon which notice of such redemption is published, is at least 130% of the conversion price. The Early Redemption Price will be converted into NTD based on the Fixed Exchange Rate (NTD 28.846=USD 1.00), and this fixed NTD amount will be converted using the prevailing rate at the time of redemption for payment in USD.
62
ii. UMC may redeem the bonds, in whole, but not in part, at the Early Redemption Amount if at least 90% in principal amount of the bonds has already been converted, redeemed or repurchased and cancelled.
iii. UMC may redeem all, but not part, of the bonds, at the Early Redemption Amount at any time, in the event of certain changes in the R.O.C.’s tax rules which would require UMC to gross up for payments of principal, or to gross up for payments of interest or premium.
iv. All or any portion of the bonds will be redeemable at Early Redemption Amount at the option of bondholders on May 24, 2014 at 99.25% of the principal amount.
v. Bondholders have the right to require UMC to redeem all of the bonds at the Early Redemption Amount if UMC’s ADS cease to be listed or admitted for trading on the New York Stock Exchange, or UMC’s ordinary shares cease to be listed on the Taiwan Stock Exchange.
vi. In the event that a change of control as defined in the indenture of the bonds occurs to UMC, the bondholders shall have the right to require UMC to redeem the bonds, in whole but not in part, at the Early Redemption Amount.
d. Terms of Conversion
i. Underlying Securities: ADS of UMC
ii. Conversion Period: The bonds are convertible at any time on or after July 4, 2011 and prior to May 14, 2016, into UMC’s ADS; provided, however, that if the exercise date falls within 8 business days from the beginning of, and during, any closed period, the right of the converting holder of the bonds to vote with respect to the ADS it receives will be subject to certain restrictions.
iii. Conversion Price and adjustment: The conversion price was originally USD 3.77 per ADS, determined on the basis of a Fixed Exchange Rate of NTD 28.846=USD 1.00. The conversion price will be subject to adjustments upon the occurrence of certain events set out in the indenture. The conversion price was USD 3.2482 per ADS on December 31, 2013.
e. Redemption on the Maturity Date: On the maturity date, UMC will redeem the bonds at 98.76% of the principal amount unless, prior to such date:
i. UMC shall have redeemed the bonds at the option of UMC, or the bonds shall have been redeemed at option of the bondholder;
ii. The bondholders shall have exercised the conversion right before maturity; or
iii. The bonds shall have been redeemed or repurchased by UMC and cancelled.
63
In accordance with IAS 32, the value of the conversion right of the convertible bonds was determined at issuance and recognized in additional paid-in capital – stock options amounting to NT$680 million, after reduction of issuance costs amounting to NT$3 million. The effective interest rate on the liability component of the convertible bonds was determined to be 0.82%.
D. In early June 2012, UMC issued five-year and seven-year domestic unsecured corporate bonds amounting to NT$10,000 million, with a face value of NT$1 million per unit. The five-year domestic unsecured corporate bond was issued in the amount of NT$7,500 million. Interest will be paid annually at a rate of 1.43% and the principal will be repayable in June 2017 upon maturity. The seven-year domestic unsecured corporate bond was issued in the amount of NT$2,500 million. Interest will be paid annually at a rate of 1.63% and the principal will be repayable in June 2019 upon maturity.
E. In mid-March 2013, UMC issued five-year and seven-year domestic unsecured corporate bonds amounting to NT$10,000 million, with a face value of NT$1 million per unit. The five-year domestic unsecured corporate bond was issued in the amount of NT$7,500 million. Interest will be paid annually at a rate of 1.35% and the principal will be repayable in March 2018 upon maturity. The seven-year domestic unsecured corporate bond was issued in the amount of NT$2,500 million. Interest will be paid annually at a rate of 1.50% and the principal will be repayable in March 2020 upon maturity.
F. Repayments of the above-mentioned bonds in the future years are as follows:
Bonds repayable (Year) |
| Amount |
2014 |
| $3,709,339 |
2015 |
| - |
2016 |
| 10,255,791 |
2017 |
| 7,500,000 |
2018 and thereafter |
| 12,500,000 |
Total |
| $33,965,130 |
64
(13)LONG TERM LOANS
a. Details of long-term loans as of December 31, 2013 and December 31, 2012 are as follows:
|
| As of |
|
| ||
Lenders |
| December 31, 2013 |
| December 31, 2012 |
| Redemption |
Secured Long-Term Loan from Bank of Taiwan (1) |
| $- |
| $233,333 |
| Repayable quarterly from March 30, 2011 to December 30, 2013 and interest is paid monthly. |
Secured Long-Term Loan from Bank of Taiwan (2) |
| 988,048 |
| 1,347,338 |
| Effective July 13, 2011 to July 13, 2016. Interest-only payment for the first year. Principal is repaid in 16 quarterly payments with interest payments due monthly. |
Secured Long-Term Loan from First Commercial Bank (1) |
| 310,000 |
| 542,500 |
| Effective December 31, 2010 to December 31, 2015. Interest-only payment for the first year. Principal is repaid in 8 semiannual payments with interest payments due monthly. |
Secured Long-Term Loan from First Commercial Bank (2) |
| 125,000 |
| 175,000 |
| Effective June 24, 2011 to June 24, 2016. Interest-only payment for the first year. Principal is repaid in 8 semiannual payments with interest payments due monthly. |
Secured Long-Term Loan from First Commercial Bank (3) |
| 103,000 |
| 200,000 |
| Bullet repayment on May 16, 2014 and interest is paid monthly. |
Secured Long-Term Loan from First Commercial Bank (4) |
| 400,000 |
| 400,000 |
| Bullet repayment on June 27, 2014 and interest is paid monthly. |
Secured Long-Term Loan from Mega International Commercial Bank (1) |
| 616,470 |
| 924,705 |
| Repayable quarterly from June 30, 2011 to June 30, 2016 and interest is paid monthly. |
Secured Long-Term Loan from Mega International Commercial Bank (2) |
| 109,580 |
| 58,853 |
| Effective August 1, 2012 to August 1, 2017. Interest-only payment for the first year. Principal is repaid in 17 quarterly payments with interest payments due monthly. |
|
|
|
|
|
|
|
|
| As of |
|
| ||
Lenders |
| December 31, 2013 |
| December 31, 2012 |
| Redemption |
Secured Long-Term Loan from Mega International Commercial Bank (3) |
| $17,000 |
| $- |
| Effective November 21, 2013 to November 21, 2018. Interest-only payment for the first year. Principal is repaid in 17 quarterly payments with interest payments due monthly. |
Secured Long-Term Loan from Taiwan Cooperative Bank (1) |
| 122,706 |
| 149,000 |
| Effective May 25, 2012 to May 25, 2017. Interest-only payment for the first year. Principal is repaid in 17 quarterly payments with interest payments due monthly. |
Secured Long-Term Loan from Taiwan Cooperative Bank (2) |
| 70,000 |
| - |
| Effective July 10, 2013 to July 10, 2018. Interest-only payment for the first year. Principal is repaid in 17 quarterly payments with interest payments due monthly. |
Secured Syndicated Loans from Bank of Taiwan and 7 others (1) |
| - |
| 1,385,000 |
| Repayable semiannually from February 10, 2012 to August 10, 2013 and interest is paid monthly. |
Secured Syndicated Loans from Bank of Taiwan and 7 others (2) |
| 1,385,000 |
| - |
| Repayable semiannually from February 7, 2015 to February 7, 2016 and interest is paid monthly. |
Secured Syndicated Loans from Taiwan Cooperative Bank and 5 others |
| 450,000 |
| 750,000 |
| Repayable semiannually from October 25, 2010 to April 25, 2015 and interest is paid monthly. |
Unsecured Long-Term Loan from Bank of Taiwan |
| 900,000 |
| 400,000 |
| Repayable quarterly from October 31, 2015 to July 31, 2017 and interest is paid monthly. |
Unsecured Long-Term Loan from Mega International Commercial Bank (1) |
| 2,461,538 |
| 3,692,308 |
| Repayable quarterly from December 28, 2012 to December 28, 2015 and interest is paid monthly. |
Unsecured Long-Term Loan from Mega International Commercial Bank (2) |
| 300,000 |
| - |
| Repayable quarterly from October 4, 2015 to October 4, 2018 and interest is paid monthly. |
|
|
|
|
|
|
|
|
| As of |
|
| ||
Lenders |
| December 31, 2013 |
| December 31, 2012 |
| Redemption |
Unsecured Long-Term Loan from First Commercial Bank (1) |
| $- |
| $12,500 |
| Repayable quarterly from May 22, 2011 to February 22, 2013 and interest is paid monthly. |
Unsecured Long-Term Loan from First Commercial Bank (2) |
| - |
| 50,000 |
| Repayable quarterly from September 30, 2011 to June 30, 2013 and interest is paid monthly. |
Unsecured Long-Term Loan from E. Sun Bank |
| 500,000 |
| 300,000 |
| Repayable quarterly from December 24, 2015 to December 24, 2017 and interest is paid monthly. |
Unsecured Revolving Loan from China Trust Commercial Bank (Note A) |
| 1,000,000 |
| 2,500,000 |
| Settlement due on August 30, 2016 and interest is paid monthly. |
Unsecured Revolving Loan from Chang Hwa Commercial Bank (Note B) |
| 1,000,000 |
| 1,000,000 |
| Settlement due on December 29, 2016 and interest is paid monthly. |
Unsecured Long-Term Loan from Taiwan Cooperative Bank |
| 500,000 |
| 300,000 |
| Repayable quarterly from March 24, 2016 to December 24, 2017 and interest is paid monthly. |
Unsecured Long- Term Loan from Taishin Bank |
| - |
| 400,000 |
| Bullet Repayment on August 25, 2013 and interest is paid monthly. |
Subtotal |
| 11,358,342 |
| 14,820,537 |
|
|
Less: Administrative expenses from syndicated loans |
| (4,328) |
| (3,071) |
|
|
Less: Current portion |
| (2,918,163) |
| (4,594,846) |
|
|
Total |
| $8,435,851 |
| $10,222,620 |
|
|
|
|
|
|
| ||
|
| For the year ended December 31, 2013 |
|
| ||
Interest Rates |
| 1.23%~2.51% |
|
|
65
b. Details of long-term loans as of January 1, 2012 are as follows:
|
| As of |
|
|
Lender |
| January 1, 2012 |
| Redemption |
Secured Long-Term Loan from Bank of Taiwan (1) |
| $466,667 |
| Repayable quarterly from March 30, 2011 to December 30, 2013 and interest is paid monthly. |
Secured Long-Term Loan from Bank of Taiwan (2) |
| 1,437,160 |
| Effective July 13, 2011 to July 13, 2016. Interest-only payment for the first year. Principal is repaid in 16 quarterly payments with interest payments due monthly. |
Secured Long-Term Loan from First Commercial Bank (1) |
| 620,000 |
| Effective December 31, 2010 to December 31, 2015. Interest-only payment for the first year. Principal is repaid in 8 semiannual payments with interest payments due monthly. |
Secured Long-Term Loan from First Commercial Bank (2) |
| 200,000 |
| Effective June 24, 2011 to June 24, 2016. Interest-only payment for the first year. Principal is repaid in 8 semiannual payments with interest payments due monthly. |
Secured Long-Term Loan from First Commercial Bank (3) |
| 200,000 |
| Bullet repayment on May 16, 2014 and interest is paid monthly. |
Secured Long-Term Loan from First Commercial Bank (4) |
| 400,000 |
| Bullet repayment on June 27, 2014 and interest is paid monthly. |
Secured Long-Term Loan from Mega International Commercial Bank |
| 944,000 |
| Repayable quarterly from June 30, 2011 to June 30, 2016 and interest is paid monthly. |
Secured Syndicated Loans from Bank of Taiwan and 7 others |
| 2,770,000 |
| Repayable semiannually from February 10, 2012 to August 10, 2013 and interest is paid monthly. |
Secured Syndicated Loans from Taiwan Cooperative Bank and 5 others |
| 1,050,000 |
| Repayable semiannually from October 25, 2010 to April 25, 2015 and interest is paid monthly. |
Unsecured Long-Term Loan from Mega International Commercial Bank (1) |
| 1,000,000 |
| Repayable quarterly from December 28, 2012 to December 28, 2015 and interest is paid monthly. |
66
|
| As of |
|
|
Lender |
| January 1, 2012 |
| Redemption |
Unsecured Long-Term Loan from First Commercial Bank (1) |
| $62,500 |
| Repayable quarterly from May 22, 2011 to February 22, 2013 and interest is paid monthly. |
Unsecured Long-Term Loan from First Commercial Bank (2) |
| 150,000 |
| Repayable quarterly from September 30, 2011 to June 30, 2013 and interest is paid monthly. |
Unsecured Revolving Loan from China Trust Commercial Bank (Note A) |
| 1,500,000 |
| Settlement due on August 30, 2016 and interest is paid monthly. |
Unsecured Revolving Loan from Chang Hwa Commercial Bank (Note B) |
| 500,000 |
| Settlement due on December 29, 2016 and interest is paid monthly. |
Unsecured Long- Term Loan from Taishin Bank |
| 400,000 |
| Bullet Repayment on August 25, 2013 and interest is paid monthly. |
Subtotal |
| 11,700,327 |
|
|
Less: Administrative expenses from syndicated loans |
| (7,678) |
|
|
Less: Current portion |
| (2,581,667) |
|
|
Total |
| $9,110,982 |
|
|
|
| For the year ended December 31, 2012 |
|
|
Interest Rates |
| 1.24%~2.51% |
|
|
Note A: UMC entered into a 5-year loan agreement with China Trust Commercial Bank, effective August 30, 2011. The agreement offered UMC a revolving line of credit of NT$2.5 billion starting from the first use of the loan to the expiry date of the agreement, August 30, 2016. As of December 31, 2013, December 31, 2012 and January 1, 2012, the unused lines of credit were NT$1.5 billion, NT$0 and NT$1 billion, respectively.
Note B: UMC entered into a 5-year loan agreement with Chang Hwa Commercial Bank, effective December 29, 2011. The agreement offered UMC a revolving line of credit of NT$3 billion starting from the first use of the loan to the expiry date of the agreement, December 29, 2016. As of December 31, 2013, December 31, 2012 and January 1, 2012, the unused lines of credit were NT$2 billion, NT$2 billion and NT$2.5 billion, respectively.
67
c. The long-term loans of the Company will be repaid in installments with the last payment on November 21, 2018. Repayments in the coming years are as follows:
|
| As of | ||||
Long-Term Loans repayable (Year) |
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
2012 |
| $- |
| $- |
| $2,581,667 |
2013 |
| - |
| 4,594,846 |
| 3,474,933 |
2014 |
| 2,918,163 |
| 2,990,554 |
| 1,994,100 |
2015 |
| 3,021,530 |
| 2,323,887 |
| 1,244,100 |
2016 |
| 4,348,042 |
| 4,450,001 |
| 2,405,527 |
2017 |
| 961,946 |
| 461,249 |
| - |
2018 and thereafter |
| 108,661 |
| - |
| - |
Total |
| $11,358,342 |
| $14,820,537 |
| $11,700,327 |
d. Please refer to Note 8 for property, plant and equipment pledged as collateral for long- term loans.
(14)POST-EMPLOYMENT BENEFITS
a. Defined contribution plan
The Labor Pension Act of the R.O.C. (the Act) which became effective on July 1, 2005 is a defined contribution plan. Employees can elect to continue to apply the relevant pension rules under the Labor Standards Law of the R.O.C., or to apply the pension rules under the Act and maintain the seniority achieved under the Labor Standards Law. Under the Act, the monthly contributions percentage shall not be less than 6% of these employees’ monthly wages. The Company and its domestic subsidiaries have been making monthly contributions of 6% based on each individual employee’s salary or wage to employees’ pension accounts beginning July 1, 2005. Based on the Act, a total of NT$554 million and NT$522 million were contributed by the Company for the years ended December 31, 2013 and 2012, respectively. Pension benefits for employees of the Singapore branch, and other subsidiaries overseas were provided in accordance with the local regulations, and during the years ended December 31, 2013 and 2012, the Company made total contributions of NT$393 million and NT$193 million, respectively.
68
b. Defined benefit plan
The employee pension plan mandated by the Labor Standard Act of the R.O.C. is a defined benefit plan. The pension benefits are disbursed based on the units of service years and the average salary in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company contributes an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited with the Bank of Taiwan under the name of an administered pension fund committee. The Company recognized pension expenses of NT$124 million and NT$142 million for the years ended December 31, 2013 and 2012, respectively.
c. Accumulated amounts of actuarial gain or loss recognized under other comprehensive income:
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Beginning balance of accumulated actuarial loss |
| $(525,243) |
| $- |
Actuarial gain (loss) in current year |
| 456,478 |
| (525,243) |
Ending balance of accumulated actuarial loss |
| $(68,765) |
| $(525,243) |
d. Changes in defined benefit obligation during the year:
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Defined benefit obligation at beginning of year |
| $(6,685,524) |
| $(6,237,822) |
Service cost |
| (60,378) |
| (102,691) |
Interest cost |
| (86,420) |
| (101,908) |
Actuarial gain (loss) |
| 460,241 |
| (499,996) |
Benefits paid |
| 828,678 |
| 114,777 |
Loss on curtailment |
| - |
| (4,748) |
Other |
| 56,169 |
| (159) |
Exchange effect |
| 84,884 |
| 147,023 |
Defined benefit obligation at end of year |
| $(5,402,350) |
| $(6,685,524) |
69
Changes in fair value of plan assets during the year:
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Beginning balance of fair value of plan assets |
| $2,249,262 |
| $2,276,883 |
Expected return on plan assets |
| 22,831 |
| 63,094 |
Contribution by employer |
| 269,289 |
| 165,340 |
Payment of benefit obligation |
| (828,678) |
| (114,777) |
Actuarial loss |
| (3,763) |
| (25,247) |
Other |
| (37,589) |
| - |
Exchange effect |
| (66,787) |
| (116,031) |
Ending balance of fair value of plan assets |
| $1,604,565 |
| $2,249,262 |
The actual returns on plan assets of the Company for the years ended December 31, 2013 and 2012 were NT$19 million and NT$38 million.
e. Reconciliations of asset (liability) of the defined benefit plan are as follow:
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Present value of the defined benefit obligation |
| $(5,402,350) |
| $(6,685,524) |
| $(6,237,822) |
Fair value of plan assets |
| 1,604,565 |
| 2,249,262 |
| 2,276,883 |
Funded status |
| (3,797,785) |
| (4,436,262) |
| (3,960,939) |
Prior service cost |
| - |
| - |
| (4,813) |
Accrued pension liabilities recognized on the consolidated balance sheets |
| $(3,797,785) |
| $(4,436,262) |
| $(3,965,752) |
f. The major categories of plan assets as a percentage of the fair value of the total plan assets are as follows:
|
| As of December 31, 2013 |
|
| UMC and FORTUNE |
Cash |
| 27% |
Equity instruments |
| 45% |
Debt instruments |
| 27% |
Others |
| 1% |
70
|
| As of December 31, 2012 | ||
|
| UMC and FORTUNE |
| UMC JAPAN |
Cash |
| 35% |
| 5% |
Equity instruments |
| 37% |
| 2% |
Debt instruments |
| 27% |
| 14% |
Others |
| 1% |
| 79% |
|
|
| ||
|
| As of January 1, 2012 | ||
|
| UMC and FORTUNE |
| UMC JAPAN |
Cash |
| 31% |
| 2% |
Equity instruments |
| 41% |
| 29% |
Debt instruments |
| 28% |
| 43% |
Others |
| - |
| 26% |
Employee pension fund is deposited under a trust administered by the Bank of Taiwan. The overall expected rate of return on assets is determined based on historical trend and analysts’ expectations on the assets’ returns in the market over the obligation period. Furthermore, the utilization of the fund by the labor pension fund supervisory committee and the fact that the minimum earnings are guaranteed to be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks are also taken into consideration in determining the expected rate of return on assets.
g. The historical information of experience adjustments are as follows:
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
The present value of the defined benefit obligation |
| $(5,402,350) |
| $(6,685,524) |
Fair value of plan assets |
| 1,604,565 |
| 2,249,262 |
Funded status |
| $(3,797,785) |
| $(4,436,262) |
Experience adjustments on plan liabilities |
| $(5,436) |
| $(178,866) |
Experience adjustments on plan assets |
| $3,763 |
| $25,247 |
The Company expects to contribute NT$92 million to its defined benefit plan during the 12 months beginning from January 1, 2014.
71
The principal underlying actuarial assumptions are as follows:
|
| As of December 31, 2013 | ||
|
| UMC |
| FORTUNE |
Discount rate |
| 2.00% |
| 2.00% |
Rate of salary increase |
| 4.00% |
| 3.00% |
Expected return on plan assets |
| 2.00% |
| 2.00% |
|
| As of December 31, 2012 | ||||
|
| UMC |
| FORTUNE |
| UMC JAPAN |
Discount rate |
| 1.50% |
| 1.50% |
| 1.50% |
Rate of salary increase |
| 4.00% |
| 3.00% |
| 2.55% |
Expected return on plan assets |
| 1.50% |
| 1.50% |
| 4.78% |
| ||||||
|
| As of January 1, 2012 | ||||
|
| UMC |
| FORTUNE |
| UMC JAPAN |
Discount rate |
| 1.75% |
| 2.00% |
| 1.50% |
Rate of salary increase |
| 4.00% |
| 3.00% |
| 2.55% |
Expected return on plan assets |
| 1.75% |
| 2.00% |
| 4.78% |
(15)EQUITY
a. Capital Stock:
i. UMC had 26,000 million common shares authorized to be issued as of December 31, 2013, December 31, 2012 and January 1, 2012, of which 12,692 million shares, 12,952 million shares and 13,084 million shares were issued as of December 31, 2013, December 31, 2012 and January 1, 2012, respectively, each at a par value of NT$10.
ii. UMC had 168 million, 230 million and 230 million ADSs, which were traded on the NYSE as of December 31, 2013, December 31, 2012 and January 1, 2012, respectively. The total number of common shares of UMC represented by all issued ADSs were 842 million shares, 1,148 million shares and 1,148 million shares as of December 31, 2013, December 31, 2012 and January 1, 2012, respectively. One ADS represents five common shares.
iii. On April 24, 2013, UMC cancelled 300 million shares of treasury stock, which were repurchased for the purpose of transferring to employees during the periods from February 4 to March 22, 2010.
72
iv. On March 14, 2012, UMC cancelled 158 million shares of treasury stock, which were repurchased for the purpose of transferring to employees during the periods from January 7 to February 16, 2009.
v. Among the employee stock options issued by UMC on June 19, 2009, 43 million options have been exercised as of December 31, 2013, of which the issuance of 40 million common shares has been approved by the authority, and the share registry has been updated as of December 31, 2013. The remaining 3 million shares were still pending for authorization as of December 31, 2013, thus, they were classified as Capital collected in advance.
vi. Among the employee stock options issued by UMC on June 19, 2009, 26 million options were exercised during the year ended December 31, 2012. The issuance process was completed through the authority as of December 31, 2012.
b. Treasury stock:
i. The Company carried out treasury stock programs, and repurchased its shares from the centralized securities exchange market. The purpose for repurchase, and changes in treasury stock during the years ended December 31, 2013 and 2012 are as follows:
For the year endedDecember 31, 2013
(In thousands of shares)
Purpose |
| As of January 1, 2013 |
|
Increase |
|
Decrease |
| As ofDecember 31, 2013 |
For transfer to employees |
| 300,000 |
| 200,000 |
| 300,000 |
| 200,000 |
For the year ended December 31, 2012
(In thousands of shares)
Purpose |
| As of January 1,2012 |
|
Increase |
|
Decrease |
| As ofDecember 31, 2012 |
For transfer to employees |
| 457,934 |
| - |
| 157,934 |
| 300,000 |
ii. According to the Securities and Exchange Law of the R.O.C., the total shares of treasury stock shall not exceed 10% of UMC’s issued stock, and the total purchase amount shall not exceed the sum of the retained earnings, additional paid-in capital-premiums and realized additional paid-in capital. As such, the maximum number of shares of treasury stock that UMC could hold as ofDecember 31, 2013 and 2012 were 1,269 million and 1,295 million shares, with the maximum payments of NT$76,812 million and NT$70,545 million, respectively.
73
iii. In compliance with Securities and Exchange Law of the R.O.C., treasury stock should not be pledged, nor should it be entitled to voting rights or receiving dividends. Stock held by subsidiaries is treated as treasury stock. These subsidiaries have the same rights as other stockholders except for subscription to new stock issuance and voting rights.
iv. As of December 31, 2013, UMC’s subsidiary, FORTUNE VENTURE CAPITAL CORP., held 16 million shares of UMC’s stock, with a book value of NT$12.35 per share. The closing price onDecember 31, 2013 was NT$12.35.
As ofDecember 31, 2012, UMC’s subsidiary, FORTUNE VENTURE CAPITAL CORP., held 16 million shares of UMC’s stock, with a book value of NT$11.70 per share. The closing price onDecember 31, 2012 was NT$11.70.
As ofJanuary 1, 2012, UMC’s subsidiary, FORTUNE VENTURE CAPITAL CORP., held 16 million shares of UMC’s stock, with a book value of NT$12.70 per share. The closing price onJanuary 1, 2012 was NT$12.70.
UMC’s subsidiary, FORTUNE VENTURE CAPITAL CORP., held shares of UMC’s stock through acquiring shares of UNITED SILICON INC. in 1997, and these shares were converted to UMC’s stock in 2000 as a result of the Company’s 5 in 1 merger.
c. Retained earnings and dividend policies:
According to UMC’s Articles of Incorporation, current year’s earnings, if any, shall bedistributed in the following order:
i. Payment of all taxes and dues;
ii. Offset prior years’ operation losses;
iii. Appropriate 10% of the remaining amount after deducting items (i) and (ii) as a legal reserve;
iv. Appropriate or reverse special reserve in accordance with relevant laws or regulations, and
v. Appropriate 0.1% of the remaining amount after deducting items (i), (ii), (iii) and (iv) as directors’ remuneration; and
vi. After deducting items (i), (ii), (iii) and (iv) above from the current year’s earnings, no less than 5% of the remaining amount together with the prior years’ unappropriated earnings is to be allocated as employee bonus, which will be settled through issuance of new shares of UMC, or cash. Employees of UMC’s subsidiaries, meeting certain requirements determined by the Board of Directors, are also eligible for the employee stock bonus.
vii. Thedistribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the stockholders’ meeting.
74
The policy for dividend distribution should reflect factors such as the current and future investment environment, funding requirements, domestic and international competition and capital budgets; as well as the benefit of stockholders, stock dividend equilibrium, and long-term financial planning. The Board of Directors shall make the distribution proposal annually and present it at the stockholders’ meeting. UMC’s Articles of Incorporation further provide that no more than 80% of the dividends to stockholders, if any, may be paid in the form of stock dividends. Accordingly, at least 20% of the dividends must be paid in the form of cash.
According to the regulations of Taiwan FSC, UMC is required to appropriate a special reserve in the amount equal to the sum of debit elements under equity, such as unrealized loss on financial instruments and negative cumulative translation adjustment, at every year-end. Such special reserve is prohibited from distribution. However, if any of the debit elements is reversed, the special reserve in the amount equal to the reversal may be released for earnings distribution or offsetting accumulated deficit.
The Company estimated the amounts of the employee bonuses and remunerations to director for the years ended December 31, 2013 and 2012. The Board of Directors estimated the amount by taking into consideration UMC’s Articles of Incorporation, government regulations and industry averages. The estimated employee bonus and remunerations to directors are recognized in the profit or loss during the period when earned. If the board subsequently modifies the estimates significantly, UMC will recognize the change as an adjustment in the profit or loss in the same period. The difference between the estimation and the resolution of the stockholders’ meeting will be recognized in profit or loss in the subsequent year. Upon stockholders’ approval, the number of shares distributed as share dividends is calculated based on the total approved bonus amount divided by the closing price one day prior to the approved date with the consideration of the impacts of ex-right/ex-dividend. Information on the above mentionedemployees bonuses and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TSE.
The appropriation and compensation of 2013 unappropriated retained earnings have not yet been approved by the stockholder’s meeting as of the reporting date. Information on the Board of Directors’ recommendations and stockholders’ approval can be obtained from the “Market Observation Post System” on the website of the TSE.
The distributions of cash dividend, employee bonus and directors’ remuneration for 2013 and 2012 were approved through the Board of Directors’ meeting and the stockholders’ meeting held on March 12, 2014 and June 11, 2013, respectively. The details of distribution are as follows:
75
|
| 2013 |
| 2012 |
Cash Dividend |
| NT$0.5 per share |
| NT$0.40 per share |
Employee bonus – Cash (in thousand NT$) |
| 1,162,656 |
| 1,040,179 |
Directors’ remuneration (in thousand NT$) |
| 11,746 |
| 6,950 |
The aforementioned 2012 employees bonuses and remuneration to directors approved during stockholders’ meeting, were consistent with the resolutions of meeting of Board of Directors held on March 13, 2013.
The aforementioned cash dividend for 2012 was adjusted to NT$0.40639654 per sharedue to the decrease in outstanding common stock as a result of newly issued shares to settle employee stock options exercised and the outstanding shares that the Company bought back from the market. The distribution was approved through the Board of Directors’ meeting held onJune 19, 2013.
d. Non-controlling interests:
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Balance as of January 1 |
| $2,571,139 |
| $4,387,876 |
Attributable to non-controlling interests: |
|
|
|
|
Net loss |
| (525,243) |
| (1,945,526) |
Other comprehensive income (loss) |
| 11,220 |
| (5,162) |
Adjustments arising from changes in percentage of ownership in subsidiaries |
| (600,009) |
| 165,774 |
Increase (Decrease) in non-controlling interests |
| 2,862,881 |
| (31,823) |
Balance as of December 31 |
| $4,319,988 |
| $2,571,139 |
(16)EMPLOYEE STOCK OPTIONS
On December 22, 2005, October 9, 2007 and May 12, 2009, the Company was authorized by the Securities and Futures Bureau of the Financial Supervisory Commission, Executive Yuan, to issue employee stock options with a total number of 350 million, 500 million and 500 million units, respectively. Each unit entitled an optionee to subscribe to 1 share of the Company’s common stock. Settlement upon the exercise of the options would be made through the issuance of new shares by the Company. The exercise prices of the options were set at the closing prices of the Company’s common stock on the dates of grant. The contractual lives were 6 years and an optionee might exercise the options in accordance with certain schedules as prescribed by the plans after 2 years from the dates of grant. Detailed information relevant to the employee stock options is disclosed as follows:
76
Date of grant | Total number of options granted (in thousands) | Total number of options outstanding as of December 31,2013 (in thousands) | Shares available to option holders as of December 31,2013 (in thousands) (Note) | Exercise price (NT$) (Note) |
January 4, 2006 | 39,290 | - | - | $23.17 |
May 22, 2006 | 42,058 | - | - | $25.19 |
August 24, 2006 | 28,140 | - | - | $24.09 |
December 13, 2007 | 500,000 | - | - | $18.03 |
June 19, 2009 | 300,000 | 87,768 | 87,768 | $10.40 |
Total | 909,488 | 87,768 | 87,768 |
|
Note: The employee stock options granted prior to August 7, 2007, the effective date of capital reduction, were adjusted in accordance with the capital reduction rate. Each option unit entitled an optionee to subscribe approximately 0.7 share of the Company’s common stock. The exercise prices of the options were also adjusted according to capital reduction rate. The number of shares that each stock option granted after August 7, 2007 remains to be 1.
a. A summary of the Company’s stock option plan and related information for the years ended December 31, 2013 and 2012 is as follows:
|
| For the years ended December 31, | ||||||||||
|
| 2013 |
| 2012 | ||||||||
|
| Options (in thousands) |
| Shares available to option holders (in thousands) |
| Weighted- average exercise price per share (NTD) |
| Options (in thousands) |
| Shares available to option holders (in thousands) |
| Weighted- average exercise price per share (NTD) |
Outstanding at beginning of period |
| 465,006 |
| 465,006 |
| $15.86 |
| 560,526 |
| 547,724 |
| $16.09 |
Exercised |
| (42,540) |
| (42,540) |
| $10.40 |
| (25,588) |
| (25,588) |
| $10.40 |
Forfeited |
| (12,000) |
| (12,000) |
| $16.73 |
| (38,969) |
| (35,544) |
| $18.23 |
Expired |
| (322,698) |
| (322,698) |
| $18.03 |
| (30,963) |
| (21,586) |
| $24.37 |
Outstanding at end of period |
| 87,768 |
| 87,768 |
| $10.40 |
| 465,006 |
| 465,006 |
| $15.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of period |
| 82,839 |
| 82,839 |
| $10.40 |
| 395,142 |
| 395,142 |
| $16.71 |
77
b. The information on the Company’s outstanding stock options as of December 31, 2013 is as follows:
|
|
|
| Outstanding Stock Options |
| Exercisable Stock Options | ||||||||||
Authorization Date |
| Range of Exercise Price (NTD) |
| Options (in thousands) |
| Shares available to option holders (in thousands) |
|
Weighted- average expected remaining years |
| Weighted- average exercise price per share (NTD) |
| Options (in thousands) |
| Shares available to option holders (in thousands) |
| Weighted- average exercise price per share (NTD) |
l 2009.05.12 | l | $10.40 | l | 87,768 |
| 87,768 |
| 1.46 |
| $10.40 |
| 82,839 |
| 82,839 |
| $10.40 |
The weighted-average share price at the date of exercise of employee stock options for the years ended December 31, 2013 and 2012 were NT$13.46 and NT$13.44, respectively.
c. The options granted between January 1, 2004 and December 31, 2007 have all been vested before the transition date to TIFRS (January 1, 2012), and there has not been any modification to the stock option plans. Effective 2008, the compensation expenses related to the Company’s compensatory employee stock option plan were calculated based on fair value. The compensation expenses for the years ended December 31, 2013 and 2012 were NT$29 million and NT$78 million, respectively.
The fair values of the options outstanding as ofDecember 31, 2013 and 2012 were estimated at thedates ofgrant using the Black-Scholes options pricing model with the following weighted-average assumptions. The factors for the adoption of IFRS 2 “Share-based Payment” to account for share-based payments were as follows:
Items |
| Factors |
Expected dividend yields |
| 1.98% |
Volatility factors of the expected market price of the Company’s common stock |
| 40.63% |
Risk-free interest rate |
| 1.01% |
Weighted-average expected life |
| 3.16~5.03 years |
The aforementioned expected volatility reflects that the assumption that the historical volatility over a period similar to the life of the option is indicative of future trends. The expected option life is based on the historical data of periods for previously granted options. The expected dividend yield is based historical dividend yield. The risk-free interest rate is based on average interest rate for Taiwan Government Bond over a period similar to the life of the option. The estimates used to calculate the fair value of employee stock option cannot predict future events that are likely to occur or the final amounts employees will benefit from these options. In addition, future events will not affect the reasonableness of the initial calculation for fair value for the stock options. The compensation expenses for the stock options will be adjusted annually for the changes in expected forfeiture rates, with the effects recognized in the current period.
78
(17)OPERATING COSTS AND EXPENSES
The Company’s personnel, depreciation, and amortization expenses are summarized as follows:
|
| For the years ended December 31, | ||||||||||
|
| 2013 |
| 2012 | ||||||||
|
| Operating costs |
| Operating expenses |
| Total |
| Operating costs |
| Operating expenses |
| Total |
Personnel expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries |
| $12,591,125 |
| $4,944,704 |
| $17,535,829 |
| $12,096,177 |
| $4,499,346 |
| $16,595,523 |
Labor and health insurance |
| 719,009 |
| 297,857 |
| 1,016,866 |
| 781,756 |
| 259,429 |
| 1,041,185 |
Pension |
| 799,176 |
| 281,573 |
| 1,080,749 |
| 650,444 |
| 206,288 |
| 856,732 |
Other personnel expenses |
| 178,025 |
| 74,493 |
| 252,518 |
| 141,524 |
| 53,068 |
| 194,592 |
Depreciation |
| 34,990,350 |
| 2,180,969 |
| 37,171,319 |
| 32,867,330 |
| 2,224,916 |
| 35,092,246 |
Amortization |
| 530,897 |
| 659,627 |
| 1,190,524 |
| 276,070 |
| 447,700 |
| 723,770 |
(18)NET OTHER OPERATING INCOME AND EXPENSES
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Net rental income (loss) from property |
| $(38,665) |
| $95,100 |
Gain on disposal of property, plant and equipment |
| 40,897 |
| 386,561 |
Impairment reversal (loss) of property, plant and equipment |
| 984 |
| (3,261,341) |
Impairment loss of intangible assets |
| (57,677) |
| (11,095) |
Others |
| (70,871) |
| - |
Total |
| $(125,332) |
| $(2,790,775) |
(19)NON-OPERATING INCOME AND EXPENSES
a. Other income
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Interest income |
|
|
|
|
Bank deposits |
| $264,320 |
| $181,413 |
Others |
| 37,406 |
| 29,958 |
Dividend income |
| 789,583 |
| 1,032,451 |
Total |
| $1,091,309 |
| $1,243,822 |
79
b. Other gains and losses
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Gain on valuation of financial assets and liabilities at fair value through profit or loss |
|
|
|
|
Designated financial assets and liabilities at fair value through profit or loss |
| $11,446 |
| $37,452 |
Financial assets and liabilities held for trading |
| - |
| 11,866 |
Embedded derivative financial liabilities |
| 229,262 |
| - |
Loss on valuation of financial assets and liabilities at fair value through profit or loss |
|
|
|
|
Financial assets and liabilities held for trading |
| (49,022) |
| - |
Embedded derivative financial liabilities |
| - |
| (667,159) |
Impairment Loss |
|
|
|
|
Available-for-sale financial assets, noncurrent |
| (1,132,353) |
| (501,407) |
Financial assets measured at cost, noncurrent |
| (143,422) |
| (182,080) |
Investments accounted for under the equity method |
| - |
| (223,695) |
Gain on disposal of investments |
| 2,195,070 |
| 4,830,419 |
Other gains and losses |
| 710,881 |
| 677,751 |
Total |
| $1,821,862 |
| $3,983,147 |
c. Finance costs
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Interest expenses |
|
|
|
|
Bonds payable |
| $356,586 |
| $194,034 |
Bank Loans |
| 239,438 |
| 263,058 |
Others |
| 208 |
| 915 |
Financial expenses |
| 82,174 |
| 80,262 |
Total |
| $678,406 |
| $538,269 |
80
(20)COMPONENTS OF OTHER COMPREHENSIVE INCOME (LOSS)
|
| For the year ended December 31, 2013 | ||||||||
|
| Arising during the period |
| Reclassification adjustments during the period |
| Other comprehensive income (loss), before tax |
| Income tax effect |
| Other comprehensive income (loss), net of tax |
Exchange differences on translation of foreign operations |
| $1,416,910 |
| $(1,571,523) |
| $(154,613) |
| $302,063 |
| $147,450 |
Unrealized gain (loss) on available-for-sale financial assets |
| 223,917 |
| (1,080,243) |
| (856,326) |
| 12,605 |
| (843,721) |
Share of changes in other comprehensive income (loss) of associates and joint ventures accounted for using equity method |
| 500,060 |
| (18,679) |
| 481,381 |
| (9,828) |
| 471,553 |
Actuarial gain (loss) on defined benefit plans |
| 456,478 |
| - |
| 456,478 |
| (77,623) |
| 378,855 |
Total other comprehensive income (loss) |
| $2,597,365 |
| $(2,670,445) |
| $(73,080) |
| $227,217 |
| $154,137 |
|
| For the year ended December 31, 2012 | ||||||||
|
| Arising during the period |
| Reclassification adjustments during the period |
| Other comprehensive income (loss), before tax |
| Income tax effect |
| Other comprehensive income (loss), net of tax |
Exchange differences on translation of foreign operations |
| $(2,802,004) |
| $- |
| $(2,802,004) |
| $(303,838) |
| $(3,105,842) |
Unrealized gain (loss) on available-for-sale financial assets |
| 1,563,832 |
| (4,153,340) |
| (2,589,508) |
| (3,132) |
| (2,592,640) |
Share of changes in other comprehensive income (loss) of associates and joint ventures accounted for using equity method |
| (425,294) |
| (13) |
| (425,307) |
| 13,834 |
| (411,473) |
Actuarial gain (loss) on defined benefit plans |
| (525,243) |
| - |
| (525,243) |
| 81,736 |
| (443,507) |
Total other comprehensive loss |
| $(2,188,709) |
| $(4,153,353) |
| $(6,342,062) |
| $(211,400) |
| $(6,553,462) |
81
(21)INCOME TAX
a. The major components of income tax expense for the years ended December 31, 2013 and 2012, are as follows:
i. Income tax recorded in profit or loss
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Current income tax expense: |
|
|
|
|
Current income tax charge |
| $554,592 |
| $851,782 |
Adjustments in respect of current income tax of prior periods |
| 55,318 |
| (13,437) |
Deferred income tax expense (benefit): |
|
|
|
|
Deferred income tax expense related to origination and reversal of temporary differences |
| 1,086,871 |
| 877,756 |
Deferred income tax related to recognition and derecognition of tax losses and unused tax credits |
| 1,402,632 |
| 1,844,276 |
Adjustment of prior year’s deferred income tax |
| (201,548) |
| 7,064 |
Deferred tax expense arising from write-down or reversal of write-down of deferred tax asset |
| (641,031) |
| (1,421,458) |
Income tax expenses recorded in profit or loss |
| $2,256,834 |
| $2,145,983 |
ii. Income tax relating to components of other comprehensive income (loss)
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Exchange differences on translation of foreign operations |
| $302,063 |
| $(303,838) |
Unrealized loss (gain) on available-for-sale financial assets |
| 12,605 |
| (3,132) |
Share of changes in other comprehensive income of associates and joint ventures accounted for using equity method |
| (9,828) |
| 13,834 |
Actuarial gain (loss) on defined benefit plans |
| (77,623) |
| 81,736 |
Income tax relating to components of other comprehensive income (loss) |
| $227,217 |
| $(211,400) |
82
iii. Deferred income tax charged directly to equity
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Temporary difference arising from the initial recognition of the equity component separately from the liability component |
| $16,406 |
| $1,155 |
Adjustment of net assets of investee accounted for using equity method |
| 773 |
| - |
Income tax relating to equity |
| $17,179 |
| $1,155 |
b. A reconciliation between tax expense and the product of accounting profit at UMC’s applicable tax rate is as follows:
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Accounting profit before tax from continuing operations |
| $14,361,794 |
| $6,377,584 |
At UMC’s statutory income tax rate of 17% |
| 2,441,505 |
| 1,084,189 |
Adjustments in respect of current income tax of prior periods |
| 54,403 |
| (13,821) |
Net change in loss carry-forward and investment tax credit |
| 1,837,319 |
| 951,777 |
Tax effect of deferred tax assets/liabilities |
| (396,514) |
| 545,805 |
Tax effect of non-deductible (income) expenses: |
|
|
|
|
Tax exempt income |
| (97,322) |
| (143,568) |
Investment gain-domestic |
| (1,747,695) |
| (1,197,656) |
Dividend income |
| (107,915) |
| (171,479) |
Other non-deductible expenses |
| 240,408 |
| 398,712 |
Basic tax |
| - |
| 7,985 |
Effect of different tax rates applicable to UMC and its subsidiaries |
| (52,235) |
| 592,756 |
Others |
| 84,880 |
| 91,283 |
Total income tax expenses recorded in profit or loss |
| $2,256,834 |
| $2,145,983 |
83
c. Significant components of deferred income tax assets and liabilities are as follows:
|
| As of December 31, 2013 |
| As of December 31, 2012 | ||||
|
| Amount |
| Tax effect |
| Amount |
| Tax effect |
Deferred income tax assets |
|
|
|
|
|
|
|
|
Investment tax credit |
|
|
| $1,057,519 |
|
|
| $1,875,168 |
Depreciation |
| $2,966,796 |
| 449,343 |
| $25,160 |
| 8,248 |
Loss carry-forward |
| 17,013 |
| 1,988 |
| 22,783 |
| 2,889 |
Pension |
| 3,774,866 |
| 641,727 |
| 4,218,265 |
| 717,105 |
Allowance for sales returns and discounts |
| 311,006 |
| 52,871 |
| 543,101 |
| 92,327 |
Allowance for inventory valuation losses |
| 1,402,764 |
| 234,236 |
| 1,929,123 |
| 327,951 |
Investment loss |
| 1,173,241 |
| 199,451 |
| 1,793,866 |
| 304,957 |
Others |
| 230,337 |
| 55,088 |
| 119,591 |
| 25,937 |
Total deferred income tax assets |
|
|
| 2,692,223 |
|
|
| 3,354,582 |
|
|
|
|
|
|
|
|
|
Deferred income tax liabilities |
|
|
|
|
|
|
|
|
Unrealized exchange gain |
| (1,696,869) |
| (288,468) |
| (1,610,646) |
| (273,810) |
Depreciation |
| (10,179,003) |
| (1,708,899) |
| (5,783,132) |
| (983,133) |
Investment gain |
| (328,200) |
| (55,794) |
| (1,667,857) |
| (283,536) |
Convertible bond option |
| (178,868) |
| (30,407) |
| (390,766) |
| (66,430) |
Amortizable assets |
| (2,629,442) |
| (394,416) |
| - |
| - |
Others |
| (258,940) |
| (39,160) |
| (247,652) |
| (35,296) |
Total deferred income tax liabilities |
|
|
| (2,517,144) |
|
|
| (1,642,205) |
Total net deferred income tax assets |
|
|
| $175,079 |
|
|
| $1,712,377 |
84
|
| As of January 1, 2012 | ||
|
| Amount |
| Tax effect |
Deferred income tax assets |
|
|
|
|
Investment tax credit |
|
|
| $2,402,503 |
Depreciation |
| $44,861 |
| 12,103 |
Loss carry-forward |
| 29,767 |
| 5,308 |
Pension |
| 3,723,028 |
| 632,915 |
Allowance for sales returns and discounts |
| 121,147 |
| 20,595 |
Allowance for inventory valuation losses |
| 1,220,211 |
| 207,436 |
Investment loss |
| 1,924,740 |
| 327,206 |
Others |
| 150,302 |
| 41,525 |
Total deferred income tax assets |
|
|
| 3,649,591 |
|
|
|
|
|
Deferred income tax liabilities |
|
|
|
|
Unrealized exchange gain |
| (1,529,494) |
| (260,016) |
Investment gain |
| (176,335) |
| (29,977) |
Convertible bond option |
| (515,348) |
| (87,609) |
Others |
| (265,285) |
| (38,175) |
Total deferred income tax liabilities |
|
|
| (415,777) |
Total net deferred income tax assets |
|
|
| $3,233,814 |
d. Movement of deferred tax
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Beginning balance |
| $1,712,377 |
| $3,233,814 |
Increase from business acquisition |
| (132,264) |
| - |
Disposal of subsidiaries |
| - |
| (2,095) |
Amounts recognized in profit or loss during the period |
| (1,646,924) |
| (1,307,638) |
Amounts recognized in other comprehensive income |
| 227,217 |
| (211,400) |
Amounts recognized in equity |
| 17,179 |
| 1,155 |
Exchange adjustments |
| (2,506) |
| (1,459) |
Ending balance |
| $175,079 |
| $1,712,377 |
e. UMC’s income tax returns for all the fiscal years up to 2010 have been assessed and approved by the R.O.C. Tax Authority.
85
f. UMC was granted several five-year income tax exemption periods with respect to income derived from the expansion of operations. The income tax exemption periods will expire on December 31, 2015.
g. The Company generates investment tax credits for the amounts invested in production equipment, research and development, and employee training. The Company’s unused investment tax credits are as follows:
As of December 31, 2013
Expiration Year |
| Investment tax credits earned |
| Balance of unused investment tax credits |
2014 |
| $2,146,004 |
| $2,140,053 |
2015 |
| 584,388 |
| 584,388 |
2016 |
| 5,596 |
| 5,596 |
|
| $2,735,988 |
| $2,730,037 |
As of December 31, 2012
Expiration Year |
| Investment tax credits earned |
| Balance of unused investment tax credits |
2013 |
| $1,890,302 |
| $1,889,355 |
2014 |
| 2,146,028 |
| 2,146,028 |
2015 |
| 304,011 |
| 304,011 |
|
| $4,340,341 |
| $4,339,394 |
As of January 1, 2012
Expiration Year |
| Investment tax credits earned |
| Balance of unused investment tax credits |
2012 |
| $1,974,696 |
| $1,974,696 |
2013 |
| 1,915,663 |
| 1,915,614 |
2014 |
| 2,144,587 |
| 2,144,587 |
2015 |
| 263,971 |
| 263,971 |
|
| $6,298,917 |
| $6,298,868 |
86
h. The unutilized accumulated losses for the Company were as follows:
As of December 31, 2013
Expiration Year |
| Accumulated loss |
| Unutilized accumulated loss |
2014 |
| $68 |
| $68 |
2015 |
| 149,827 |
| 149,827 |
2016 |
| 60,750 |
| 60,750 |
2017 |
| 79,201 |
| 79,201 |
2018 |
| 232,219 |
| 232,219 |
2019 |
| 657,265 |
| 657,265 |
2020 |
| 893,746 |
| 889,270 |
2021 |
| 9,558,545 |
| 9,541,695 |
2022 |
| 4,502,030 |
| 4,502,030 |
2023 |
| 5,884,261 |
| 5,884,261 |
2032 |
| 7,153 |
| 6,391 |
Unlimited duration |
| 9,650 |
| 9,650 |
|
| $22,034,715 |
| $22,012,627 |
As of December 31, 2012
Expiration Year |
| Accumulated loss |
| Unutilized accumulated loss |
2013 |
| $1,185,211 |
| $1,185,211 |
2014 |
| 178,024 |
| 178,024 |
2015 |
| 149,827 |
| 149,827 |
2016 |
| 24,588 |
| 21,616 |
2017 |
| 1,447,962 |
| 1,447,962 |
2018 |
| 2,161,114 |
| 2,161,114 |
2019 |
| 1,571,628 |
| 1,571,274 |
2020 |
| 2,230,864 |
| 2,226,388 |
2021 |
| 10,440,087 |
| 10,430,802 |
2022 |
| 4,445,380 |
| 4,445,380 |
2032 |
| 13,013 |
| 12,064 |
|
| $23,847,698 |
| $23,829,662 |
87
As of January 1, 2012
Expiration Year |
| Accumulated loss |
| Unutilized accumulated loss |
2012 |
| $4,857,839 |
| $4,857,839 |
2013 |
| 1,376,899 |
| 1,376,899 |
2014 |
| 275,708 |
| 275,708 |
2015 |
| 1,835,513 |
| 1,835,513 |
2016 |
| 2,367,031 |
| 2,367,031 |
2017 |
| 1,143,998 |
| 1,143,998 |
2018 |
| 1,816,248 |
| 1,816,248 |
2019 |
| 699,350 |
| 699,350 |
2020 |
| 928,998 |
| 928,998 |
2021 |
| 9,600,438 |
| 9,600,438 |
|
| $24,902,022 |
| $24,902,022 |
i. As of December 31, 2013, December 31, 2012 and January 1, 2012, deferred tax assets that have not been recognized as they may not be used to offset taxable profits amounted to NT$6,000 million, NT$9,382 million and NT$12,626 million, respectively.
j. Imputation credit information
|
| As of | ||||
|
| December 31, 2013 |
| December 31, 2012 |
| January 1, 2012 |
Balances of imputation credit amounts |
| $1,107,537 |
| $706,674 |
| $917,442 |
The expected creditable ratio for 2013 and the actual creditable ratio for 2012 were 4.07% and 7.21%, respectively.
k. UMC’s earnings generated in the year ended December 31, 1997 and prior years have been fully appropriated.
l. As of December 31, 2013, December 31, 2012 and January 1, 2012, the taxable temporary differences of unrecognized deferred tax liabilities associated with investment in subsidiaries, amounted to NT$7,928 million, NT$2,396 million and NT$7,977 million, respectively.
88
(22)EARNINGS PER SHARE
a. Earnings per share-basic
Basic earnings per share amounts are calculated by dividing the net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Net profit attributable to the parent company |
| $12,630,203 |
| $6,177,127 |
Weighted-average number of ordinary shares for basic earnings per share (thousand shares) |
| 12,507,512 |
| 12,624,817 |
Earnings per share-basic (NTD) |
| $1.01 |
| $0.49 |
b. Earnings per share-diluted
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent (after adjusting for interest on the convertible bonds payable) by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Net profit attributable to the parent company |
| $12,630,203 |
| $6,177,127 |
Effect of dilution |
|
|
|
|
Unsecured convertible bonds |
| 79,686 |
| 81,339 |
Income attributable to the Company’s stockholders |
| $12,709,889 |
| $6,258,466 |
Weighted average number of common stocks for basic earnings per share |
| 12,507,512 |
| 12,624,817 |
Effect of dilution |
|
|
|
|
Employee bonus |
| 128,787 |
| 151,031 |
Employee stock options |
| 15,949 |
| 22,170 |
Unsecured convertible bonds |
| 659,219 |
| 652,022 |
Weighted average number of common stocks after dilution |
| 13,311,467 |
| 13,450,040 |
|
|
|
|
|
Diluted earnings per share (NTD) |
| $0.95 |
| $0.47 |
As of December 31, 2013 and 2012, there were respectively nil and 332,656 thousand issued and outstanding stock options, which were not included in the computation of diluted earnings per share due to their antidilutive effect.
89
(23)BUSINESS COMBINATIONS
Acquisition of Best Elite International Limited (Best Elite)
The Company acquired Ordinary shares, Series A-1, Series B and B-1 preferred shares representing 48.07% of Best Elite’s total outstanding shares on February 1, 2013 from stockholders of Best Elite, the holding company of HeJian Technology Corp. (HeJian). The Company previously held 35.03% of Best Elite’s equity interest immediately before the business combination. Therefore, the Company increased its cumulative ownership in Best Elite to 83.10% and obtained a controlling interest in Best Elite after this acquisition. The purpose of the acquisition of Best Elite is to expand overseas market, accelerate the growth of sales and to develop operations in multiple strategic geographic regions through HeJian.
The fair values of the identifiable assets and liabilities of Best Elite as of the date of acquisition were:
|
| Fair value recognised on acquisition |
Assets |
|
|
Cash and cash equivalents |
| $7,018,229 |
Accounts receivable |
| 1,180,790 |
Inventories |
| 725,688 |
Property, plant and equipment |
| 6,318,208 |
Intangible assets |
| 43,858 |
Deferred tax assets |
| 433,427 |
Other assets-others |
| 2,853,479 |
Others |
| 234,050 |
|
| 18,807,729 |
Liabilities |
|
|
Accounts payable |
| (312,922) |
Other payables |
| (588,621) |
Deferred tax liabilities |
| (565,691) |
Others |
| (48,653) |
|
| (1,515,887) |
Total identifiable net assets |
| $17,291,842 |
Gain on bargain purchase: |
|
|
Consideration Transferred |
| $7,328,163 |
Add: Value of non-controlling interest |
| 2,823,193 |
Less: Fair value of identifiable net assets |
| (17,291,842) |
Bargain purchase gain |
| $(7,140,486) |
90
The transaction resulted in a bargain purchase gain, which is mainly attributed to the Company’s unique position to better utilize the assets, such as improving utilization, and the lack of liquidity of Best Elite’s shares.
UMC elected to measure the non-controlling interests in Best Elite at the non-controlling interests’ proportionate share of Best Elite’s identifiable net assets.
UMC held an equity interest of 35.03% in Best Elite immediately before the business combination. UMC remeasured the fair value of the previously held equity interest and recognized a loss from disposal of investments of NT$987 million.
From the date of acquisition, Best Elite has contributed NT$6,636 million of revenue and NT$1,161 million to the profit before tax from continuing operations of the Company. If the combination had taken place at the beginning of the year, revenue from continuing operations would have been NT$124,410 million and the profit before tax from continuing operations for the Company would have been NT$14,273 million.
Consideration Transferred: |
|
|
Cash |
| $4,359,660 |
Value of previously held equity interest before acquisition |
| 2,968,503 |
Total |
| $7,328,163 |
|
|
|
Cash flows analysis of acquisition: |
|
|
Cash Consideration |
| $4,359,660 |
Net cash acquired from the subsidiary |
| (7,018,229) |
Net cash inflows from acquisition |
| $(2,658,569) |
Additional purchases of Best Elite’s equity interests
UMC purchased additional ordinary shares, Series A-1 and Series B-1 preferred shares representing 3.78% of Best Elite’s total outstanding shares on March 14, 2013, and UMC thereby increased its cumulative ownership in Best Elite to 86.88%.
A cash consideration of NT$285 million was paid to the non-controlling interest stockholders. The carrying value of the additional interest acquired was NT$629 million. The difference of NT$344 million between the consideration and the carrying value of the interest acquired was recognized in additional paid-in capital within equity.
91
Obtained controlling interest in ALLIANCE OPTOTEK CORP. (ALLIANCE)
The Company decided to increase its investment in ALLIANCE due to the possible future success of LED lighting industry. The Company acquired additional shares of ALLIANCE on May 2, 2013. The Company previously held 47.99% of ALLIANCE’s equity interest immediately before the business combination. The Company increased its cumulative ownership in ALLIANCE to 74.51% and obtained a controlling interest in ALLIANCE after this acquisition.
The fair values of identifiable assets and liabilities of ALLIANCE as of the date of acquisition were:
|
| Fair value recognized on acquisition |
Assets |
|
|
Cash and cash equivalents |
| $65,045 |
Accounts receivable |
| 15,482 |
Inventories |
| 45,732 |
Property, plant and equipment |
| 7,683 |
Intangible assets |
| 63,257 |
Others |
| 7,006 |
|
| 204,205 |
Liabilities |
|
|
Short-term loans |
| (25,000) |
Notes and accounts payable |
| (9,403) |
Other payables |
| (12,681) |
Others |
| (1,388) |
|
| (48,472) |
Total identifiable net assets |
| $155,733 |
Gain on bargain purchase:
Consideration Transferred |
| $103,002 |
Add: Value of non-controlling interest |
| 39,688 |
Less: Fair value of identifiable net assets |
| (155,733) |
Bargain purchase gain |
| $(13,043) |
The Company elected to measure the non-controlling interests in ALLIANCE at the non-controlling interests’ proportionate share of ALLIANCE’s identifiable net assets.
92
The Company held an equity interest of 47.99% in ALLIANCE immediately before the business combination. The Company remeasured the fair value of the previously held equity interest and recognized a gain from disposal of investments of NT$19 million.
From the date of acquisition, ALLIANCE has contributed NT$65 million of revenue and NT$113 million loss to the profit before tax from continuing operations of the Company. If the combination had taken place at the beginning of the year, revenue from continuing operations would have been NT$123,837 million and the profit before tax from continuing operations for the Company would have been NT$14,354 million.
Consideration Transferred:
Cash |
| $74,000 |
Value of previously held equity interest before acquisition |
| 29,002 |
Total |
| $103,002 |
|
|
|
Cash flows analysis of acquisition: |
|
|
Cash Consideration |
| $74,000 |
Net cash acquired from the subsidiary |
| (65,045) |
Net cash outflows from acquisition |
| $8,955 |
(24)DECONSOLIDATION OF SUBSIDIARY
In November, 2013, the Company lost control over UMC Japan due to the Company sold 100% shares of UMC Japan to MACH SEMICONDUCTOR CO.; accordingly, the Company derecognized the related assets and liabilities of UMC Japan.
a. Assets and liabilities of UMC Japan over which the Company lost control:
|
| As of November 30, 2013 |
Assets |
|
|
Cash and cash equivalents |
| $141,501 |
Accounts receivable |
| 603 |
Property, plant and equipment |
| 758,993 |
Others |
| 26,677 |
|
| 927,774 |
Liabilities |
|
|
Accounts payable |
| (75,201) |
Accrued pension liabilities |
| (18,218) |
Others |
| (22,522) |
|
| (115,941) |
Net assets deconsolidated |
| $811,833 |
93
b. Consideration received and gain recognized from the transaction:
|
|
|
Cash received |
| $48,217 |
Less: Net assets of the subsidiary deconsolidated |
| (811,833) |
Amounts transferred from other comprehensive income to profit |
| 1,571,489 |
Amounts transferred from deferred unrealized gain to profit |
| 30,497 |
Other amounts transferred to profit |
| 1,484 |
Gain on disposal of the shares of subsidiary |
| $839,854 |
c. Analysis of Net cash outflow arising from deconsolidation of the subsidiary
|
|
|
Cash received |
| $48,217 |
Net cash of subsidiary derecognized |
| (141,501) |
Net cash flow from deconsolidation |
| $(93,284) |
7. RELATED PARTY TRANSACTIONS
(1) Significant related party transactions
a. Operating transactions
Operating income
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Associates |
| $4,942 |
| $2,325 |
Joint ventures |
| 51,154 |
| 217,971 |
Other related parties (Note A) |
| 156,004 |
| 260,892 |
Total |
| $212,100 |
| $481,188 |
Note A: Transactions with other related parties are primarily consisted of transactions with SILICON INTEGRATED SYSTEMS CORP. (SIS). The amounts for the years ended December 31, 2013 and 2012 were NT$156 million and NT$256 million, respectively.
94
Accounts receivable, net
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Joint ventures |
| $1,081 |
| $12,067 |
| $125,132 |
Other related parties (Note B) |
| 1,839 |
| 70,070 |
| 5,498 |
Total |
| 2,920 |
| 82,137 |
| 130,630 |
Less: Allowance for sales returns and discounts |
| (66) |
| (396) |
| (77) |
Net |
| $2,854 |
| $81,741 |
| $130,553 |
Note B: Balances of other related parties are accounts receivables primarily from SIS. As of December 31, 2013, December 31, 2012 and January 1, 2012, the balances were NT$2 million, NT$70 million and NT$4 million, respectively.
The sales price to the above related parties was determined through mutual agreement based on the market rates. The collection periods for domestic sales to related parties were month-end 45~60 days, while the term for overseas sales was net 60 days.
b. Significant asset transactions
|
| For the year ended December 31, 2013 | ||||||
|
| Item |
| Purchase price |
| Disposal amount |
| Disposal gain |
Associates |
| purchase available-for-sale financial assets, noncurrent |
| $104,919 |
| $- |
| $- |
c. Key managementpersonnel compensation
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Short-term employee benefits |
| $277,659 |
| $253,432 |
Post-employment pension |
| 3,629 |
| 3,707 |
Termination benefits |
| - |
| 3,534 |
Share-based payment transactions |
| 1,935 |
| 8,120 |
Others |
| 932 |
| - |
Total |
| $284,155 |
| $268,793 |
95
8. ASSETS PLEDGED AS COLLATERAL
As of December 31, 2013 and December 31, 2012
|
| Amount |
|
|
|
| ||
|
| As of |
|
|
|
| ||
|
| December 31,2013 |
| December 31, 2012 |
| Party to which asset(s) was pledged |
| Purpose of pledge |
Deposits-out (Time deposit) |
| $815,079 |
| $815,040 |
| Customs |
| Customs duty guarantee |
Deposits-out (Time deposit) |
| 156,658 |
| 122,729 |
| Science Park Administration |
| Collateral for land lease |
Deposits-out (Time deposit) |
| 52,800 |
| 52,800 |
| Liquefied Natural Gas Business Division, CPC Corporation, Taiwan |
| Energy resources guarantee |
Deposits-out (Time deposit) |
| 1,246 |
| 1,246 |
| Bureau of Energy, Ministry of Economic Affairs |
| Energy resources guarantee |
Deposits-out (Time deposit) |
| 1,110 |
| - |
| Hsinchu Kuang-Fu high school |
| Cooperative education |
Land |
| 600,664 |
| 699,627 |
| First Commercial Bank |
| Collateral for long-term loans |
Buildings |
| 1,630,477 |
| 1,814,811 |
| Syndicated Loans from Bank of Taiwan and 7 others and Syndicated Loans from Taiwan Cooperative Bank and 5 others |
| Collateral for long-term loans |
Machinery and equipment |
| 6,285,141 |
| 7,480,728 |
| Syndicated Loans from Bank of Taiwan and 7 others and Syndicated Loans from Taiwan Cooperative Bank and 5 others |
| Collateral for long-term loans |
Furniture and fixtures |
| 44,373 |
| 60,702 |
| Syndicated Loans from Bank of Taiwan and 7 others and Syndicated Loans from Taiwan Cooperative Bank and 5 others |
| Collateral for long-term loans |
Construction in progress and equipment awaiting inspection |
| 87,981 |
| 249,434 |
| Bank of Taiwan, First Commercial Bank and Mega International Commercial Bank |
| Collateral for long-term loans |
Total |
| $9,675,529 |
| $11,297,117 |
|
|
|
|
96
As of January 1, 2012
|
| Amount |
|
|
|
|
|
| As of |
|
|
|
|
|
| January 1, 2012 |
| Party to which asset(s) was pledged |
| Purpose of pledge |
Deposits-out (Time deposit) |
| $645,906 |
| Customs |
| Customs duty guarantee |
Deposits-out (Time deposit) |
| 122,728 |
| Science Park Administration |
| Collateral for land lease |
Deposits-out (Time deposit) |
| 43,800 |
| Liquefied Natural Gas Business Division, CPC Corporation, Taiwan |
| Energy resources guarantee |
Deposits-out (Time deposit) |
| 26,624 |
| Securities and Futures Investors Protection Center |
| Negotiation guarantee |
Deposits-out (Time deposit) |
| 1,246 |
| Bureau of Energy, Ministry of Economic Affairs |
| Energy resources guarantee |
Land |
| 699,627 |
| First Commercial Bank |
| Collateral for long-term loans |
Buildings |
| 2,007,176 |
| Syndicated Loans from Bank of Taiwan and 7 others and Syndicated Loans from Taiwan Cooperative Bank and 5 others |
| Collateral for long-term loans |
Machinery and equipment |
| 9,071,782 |
| Syndicated Loans from Bank of Taiwan and 7 others and Syndicated Loans from Taiwan Cooperative Bank and 5 others |
| Collateral for long-term loans |
Furniture and fixtures |
| 84,204 |
| Syndicated Loans from Bank of Taiwan and 7 others and Syndicated Loans from Taiwan Cooperative Bank and 5 others |
| Collateral for long-term loans |
Construction in progress and equipment awaiting inspection |
| 1,721,465 |
| Bank of Taiwan, First Commercial Bank and Mega International Commercial Bank |
| Collateral for long-term loans |
Total |
| $14,424,558 |
|
|
|
|
97
9. SIGNIFICANT CONTINGENCIES AND UNRECOGNIZED CONTRACT COMMITMENTS
(1) The Company entered into several patent license agreements and development contracts of intellectual property for a total contract amount of approximately NT$12.7 billion. Royalties and development fees payable in future years are NT$4.6 billion as of December 31, 2013.
(2) The Company entered into several construction contracts for the expansion of its factory premises. As of December 31, 2013, these construction contracts amounted to approximately NT$6 billion and the unpaid portion of the contracts, which would be accrued, was approximately NT$2.1 billion.
(3) The Company entered into several operating lease contracts for land and offices. These renewable operating leases will expire in various years through 2033. Future minimum lease payments under those leases are as follows:
|
| As of | ||||
Year |
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
2012 |
| $- |
| $- |
| $392,709 |
2013 |
| - |
| 465,508 |
| 351,778 |
2014 |
| 410,788 |
| 409,259 |
| 307,260 |
2015 |
| 376,789 |
| 377,037 |
| 284,195 |
2016 |
| 329,199 |
| 348,965 |
| 304,152 |
2017 |
| 294,506 |
| 308,400 |
| 177,418 |
2018 and thereafter |
| 2,157,375 |
| 2,269,247 |
| 1,237,940 |
Total |
| $3,568,657 |
| $4,178,416 |
| $3,055,452 |
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT SUBSEQUENT EVENTS
In order to integrate resources and expand operation for improving operating performance and industrial competitiveness, the merger with WIESON TECHNOLOGIES CO., LTD. (WIESON) was resolved by the ALLIANCE OPTOTEK CORP.’s (ALLIANCE) Board of Directors meeting held on January 23, 2014 and WIESON will be the surviving company. The stock exchange ratio is one share of WIESON’s common stock will be given to exchange 3.75 shares of ALLIANCE’s common stock and the provisional merger date is June 3, 2014. The follow up procedures will be determined after this merger is approved by the ALLIANCE’s shareholders’ meeting and the authority in charge.
98
12. OTHERS
(1) Categories of financial instruments
|
| As of | ||||
Financial Assets |
| December 31, 2013 |
| December 31, 2012 |
| January 1, 2012 |
Financial assets at fair value through profit or loss |
|
|
|
|
|
|
Designated financial assets at fair value through profit or loss |
| $60,441 |
| $72,706 |
| $210,341 |
Held for trading at fair value |
| 633,264 |
| 655,994 |
| 605,301 |
Subtotal |
| 693,705 |
| 728,700 |
| 815,642 |
Available-for-sale financial assets |
| 21,690,520 |
| 24,306,617 |
| 28,569,327 |
Financial assets measured at cost |
| 4,085,292 |
| 3,162,118 |
| 3,053,958 |
Held-to-maturity financial assets |
| - |
| - |
| 13,524 |
Loans and receivables |
|
|
|
|
|
|
Cash and cash equivalents (excludes cash on hand) |
| 50,827,039 |
| 42,484,519 |
| 49,057,658 |
Receivables |
| 17,547,228 |
| 17,096,872 |
| 15,249,208 |
Deposits-out |
| 1,289,975 |
| 1,377,327 |
| 1,316,904 |
Other financial assets-current |
| 1,997,209 |
| 104,235 |
| 8,000 |
Subtotal |
| 71,661,451 |
| 61,062,953 |
| 65,631,770 |
Total |
| $98,130,968 |
| $89,260,388 |
| $98,084,221 |
|
| As of | ||||
Financial Liabilities |
| December 31,2013 |
| December 31, 2012 |
| January 1, 2012 |
Financial liabilities at amortized cost |
|
|
|
|
|
|
Short-term loans |
| $4,643,573 |
| $5,772,615 |
| $9,411,877 |
Payables |
| 25,167,912 |
| 22,609,985 |
| 23,299,236 |
Capacity deposit (current portion included) |
| 90,863 |
| 34,896 |
| 3,031 |
Bonds payable (current portion included) |
| 33,606,417 |
| 26,224,353 |
| 17,404,788 |
Long-term loans (current portion included) |
| 11,354,014 |
| 14,817,466 |
| 11,692,649 |
Subtotal |
| 74,862,779 |
| 69,459,315 |
| 61,811,581 |
Financial liabilities at fair value through profit or loss |
|
|
|
|
|
|
Embedded derivative financial liabilities in exchangeable bonds |
| 1,928 |
| 767,605 |
| 741,531 |
Total |
| $74,864,707 |
| $70,226,920 |
| $62,553,112 |
99
(2) Financial risk management objectives and policies
The Company’s risk management objectives are to manage market risk, credit risk and liquidity risk related to its operating activities. The Company identifies measures and manages the aforementioned risks based on policy and risk preference.
The Company has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant financial activities, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Company complies with its financial risk management policies at all times.
(3) Market risk
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 of currency risk, interest rate risk, and other price risk (such as equity price risk).
Foreign currency risk
The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a different currency from the Company’s functional currency) and the Company’s net investments in foreign subsidiaries.
The Company has foreign currency risk arising from purchases or sales and applies natural hedges. Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Company.
The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Company’s profit is performed on significant monetary items denominated in foreign currencies as of the end of the reporting period. When NTD strengthens/ weakens against USD by 10%, the profit for the years ended December 31, 2013 and 2012 increases/decreases by NT$172 million and NT$185 million, respectively.
Interest rate risk
The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s bank loans with floating interest rates, therefore the change in market interest rates will create fluctuation in future cash flows. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit for the years ended December 31, 2013 and 2012 to decrease/increase by NT$16 million and NT$21 million, respectively.
100
Equity price risk
The Company’s listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future performance of equities markets. The Company’s listed equity investments are classified as financial assets at fair value through profit or loss and available-for-sale financial assets, while unlisted equity securities are classified as available-for-sale financial assets which are subsequently measured using a valuation model and financial assets measured at cost.
The sensitivity analysis for the equity instruments is based on the change in fair value as of the reporting date. A change of 5% in the price of the aforementioned financial assets at fair value through profit or loss could increase/decrease the Company’s profit for the years ended December 31, 2013 and 2012 by NT$12 million and NT$14 million, respectively. A change of 5% in the price of the aforementioned available-for-sale financial instruments could increase/decrease the Company’s other comprehensive income for the years ended December 31, 2013 and 2012 by NT$1,083 million and NT$1,212 million.
(4) Credit risk management
The Company only trades with approved and creditworthy third parties. Where the Company trades with third parties which have less favorable financial positions, it will request collateral from them. It is the Company’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, note and accounts receivable balances are monitored on an ongoing basis, which consequently minimizes the Company’s exposure to bad debts.
The Company mitigate the credit risks from financial institutions by limiting its counter parties to only reputable domestic or international financial institutions with good credit standing and spreading its holdings among various financial institutions. The Company’s exposure to credit risk arising from the default of counter-parties is limited to the carrying amount of these instruments.
As of December 31, 2013, December 31, 2012 and January 1, 2012, accounts receivables from the top ten customers represent 49%, 57% and 65% of the total accounts receivables of the Company, respectively. The credit concentration risk of other accounts receivables is insignificant.
(5) Liquidity risk
The Company’s objectives are to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, bank loans and bonds.
101
The table below summarizes the maturity profile of the Company’s financial liabilities based on the contractual undiscounted payments and contractual maturity:
|
| As ofDecember 31, 2013 | ||||||||
|
| Less than 1 year |
| 2 to 3 years |
| 4 to 5 years |
| > 5 years |
| Total |
Short-term loans |
| $4,671,351 |
| $- |
| $- |
| $- |
| $4,671,351 |
Payables |
| 24,939,687 |
| 9,068 |
| 5,935 |
| 10,349 |
| 24,965,039 |
Capacity deposits |
| 8,967 |
| 81,896 |
| - |
| - |
| 90,863 |
Bonds payable |
| 14,445,976 |
| 573,500 |
| 15,325,037 |
| 5,062,867 |
| 35,407,380 |
Long-term loans |
| 3,068,914 |
| 7,601,215 |
| 1,101,865 |
| - |
| 11,771,994 |
Total |
| $47,134,895 |
| $8,265,679 |
| $16,432,837 |
| $5,073,216 |
| $76,906,627 |
|
| As of December 31, 2012 | ||||||||
|
| Less than 1 year |
| 2 to 3 years |
| 4 to 5 years |
| > 5 years |
| Total |
Short-term loans |
| $5,781,106 |
| $- |
| $- |
| $- |
| $5,781,106 |
Payables |
| 22,526,118 |
| - |
| - |
| - |
| 22,526,118 |
Capacity deposits |
| - |
| 34,896 |
| - |
| - |
| 34,896 |
Bonds payable |
| 4,883,189 |
| 296,000 |
| 20,013,687 |
| 2,558,408 |
| 27,751,284 |
Long-term loans |
| 4,854,732 |
| 5,681,088 |
| 5,086,582 |
| - |
| 15,622,402 |
Total |
| $38,045,145 |
| $6,011,984 |
| $25,100,269 |
| $2,558,408 |
| $71,715,806 |
|
| As of January 1, 2012 | ||||||||
|
| Less than 1 year |
| 2 to 3 years |
| 4 to 5 years |
| > 5 years |
| Total |
Short-term loans |
| $9,425,054 |
| $- |
| $- |
| $- |
| $9,425,054 |
Payables |
| 23,299,236 |
| - |
| - |
| - |
| 23,299,236 |
Capacity deposits |
| 3,031 |
| - |
| - |
| - |
| 3,031 |
Bonds payable |
| 6,125,110 |
| - |
| 12,420,903 |
| - |
| 18,546,013 |
Long-term loans |
| 2,796,883 |
| 5,808,708 |
| 3,786,852 |
| - |
| 12,392,443 |
Total |
| $41,649,314 |
| $5,808,708 |
| $16,207,755 |
| $- |
| $63,665,777 |
(6) Fair value of financial instruments
a. Fair value of financial instruments carried at amortized cost
Other than those listed in the table below, the carrying amounts of the Company’s financial assets (including held-to-maturity investments, loans and receivables) and liabilities measured at amortized cost approximate their fair value:
102
|
| As of | ||||||
|
| December 31, 2013 |
| December 31, 2012 | ||||
Financial Liabilities |
| Book Value |
| Fair Value |
| Book Value |
| Fair Value |
Bonds payable |
| $33,606,417 |
| $33,414,971 |
| $26,224,353 |
| $25,583,972 |
Long-term loans |
| 11,354,014 |
| 11,354,014 |
| 14,817,466 |
| 14,817,466 |
|
| As of | ||
|
| January 1, 2012 | ||
Financial Liabilities |
| Book Value |
| Fair Value |
Bonds payable |
| $17,404,788 |
| $15,458,061 |
Long-term loans |
| 11,692,649 |
| 11,692,649 |
b. The methods and assumptions applied in determining the fair value of financial instruments:
The fair value of the financial assets and liabilities represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
i. The book values of short-term financial instruments approximate their fair value due to their short maturities. Short-term financial instruments include cash and cash equivalents, receivables, deposits-out, other financial assets-current, short-term loans, payables and capacity deposits due within one year.
ii. Fair values of financial assets at fair value through profit or loss and available-for-sale financial assets are based on the quoted market prices in active market. If there is no active market, the Company estimates the fair value by using the market method valuation techniques based on parameters such as recent fund raising activities, valuation of similar companies, individual company’s development, market conditions and other economic indicators. If there are restrictions on the sale or transfer of an available-for-sale financial asset, which are a characteristic of the asset, the fair value of the asset will be determined based on similar but unrestricted financial assets’ quoted market price with appropriate discounts for the restrictions.
iii. The fair value of held-to-maturity financial assets is based on the quoted market price in active markets. If there is no active market, the Company estimates the fair value based on book value.
103
iv. The fair value of bonds is determined by the market price, discounted cash flow analysis, or option pricing model.
v. The fair value of long-term loans is determined using discounted cash flow analysis, based on the Company’s current incremental borrowing rates for borrowings with similar types.
c. Assets measured at fair value
Thefollowing table contains financial instruments measured at fair value and the details of the three levels of the fair value hierarchy:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
|
| As of December 31, 2013 | ||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
|
|
|
|
|
|
|
|
|
Financial assets: |
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss, current |
| $633,264 |
| $- |
| $- |
| $633,264 |
Available-for-sale financial assets, current |
| 2,134,379 |
| - |
| - |
| 2,134,379 |
Financial assets at fair value through profit or loss, noncurrent |
| 60,441 |
| - |
| - |
| 60,441 |
Available-for-sale financial assets, noncurrent |
| 15,548,402 |
| 177,406 |
| 3,830,333 |
| 19,556,141 |
Financial liabilities: |
|
|
|
|
|
|
|
|
Financial liabilities at fair value through profit or loss, current |
| - |
| 1,928 |
| - |
| 1,928 |
104
|
| As of December 31, 2012 | ||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
|
|
|
|
|
|
|
|
|
Financial assets: |
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss, current |
| $655,994 |
| $- |
| $- |
| $655,994 |
Available-for-sale financial assets, current |
| 4,330,880 |
| - |
| - |
| 4,330,880 |
Financial assets at fair value through profit or loss, noncurrent |
| 72,706 |
| - |
| - |
| 72,706 |
Available-for-sale financial assets, noncurrent |
| 17,164,189 |
| 91,233 |
| 2,720,315 |
| 19,975,737 |
Financial liabilities: |
|
|
|
|
|
|
|
|
Financial liabilities at fair value through profit or loss, current |
| - |
| 767,605 |
| - |
| 767,605 |
|
| As of January 1, 2012 | ||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
|
|
|
|
|
|
|
|
|
Financial assets: |
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss, current |
| $695,931 |
| $- |
| $- |
| $695,931 |
Available-for-sale financial assets, current |
| 5,124,780 |
| - |
| - |
| 5,124,780 |
Financial assets at fair value through profit or loss, noncurrent |
| 119,711 |
| - |
| - |
| 119,711 |
Available-for-sale financial assets, noncurrent |
| 20,662,353 |
| 140,121 |
| 2,642,073 |
| 23,444,547 |
Financial liabilities: |
|
|
|
|
|
|
|
|
Financial liabilities at fair value through profit or loss, current |
| - |
| 741,531 |
| - |
| 741,531 |
105
During the years endedDecember 31, 2013 and 2012, there were no significant transfers between Level 1 and Level 2 fair value measurements.
Reconciliations for fair value measurement in Level 3 fair value hierarchy were as follow:
|
| Available-for-sale financial assets | ||||||
|
| Common stock |
| Funds |
| Preferred stock |
| Total |
As of January 1, 2013 |
| $2,509,737 |
| $45,278 |
| $165,300 |
| $2,720,315 |
Recognized in profit (loss) |
| (737,299) |
| (8,004) |
| - |
| (745,303) |
Recognized in other comprehensive income (loss) |
| 396,061 |
| 1,932 |
| 147,300 |
| 545,293 |
Acquisition |
| 795,499 |
| - |
| - |
| 795,499 |
Disposal |
| (32,432) |
| (39,206) |
| - |
| (71,638) |
Transfer to Level 3 |
| 646,167 |
| - |
| - |
| 646,167 |
Transfer out of Level 3 |
| (60,000) |
| - |
| - |
| (60,000) |
As of December 31, 2013 |
| $3,517,733 |
| $- |
| $312,600 |
| $3,830,333 |
|
| Available-for-sale financial assets | ||||||
|
| Common stock |
| Funds |
| Preferred stock |
| Total |
As of January 1, 2012 |
| $2,417,477 |
| $43,396 |
| $181,200 |
| $2,642,073 |
Recognized in profit (loss) |
| (233,470) |
| (30,749) |
| - |
| (264,219) |
Recognized in other comprehensive income (loss) |
| 286,055 |
| 32,631 |
| (15,900) |
| 302,786 |
Acquisition |
| 257,396 |
| - |
| - |
| 257,396 |
Disposal |
| (276,151) |
| - |
| - |
| (276,151) |
Transfer to Level 3 |
| 62,275 |
| - |
| - |
| 62,275 |
Exchange effect |
| (3,845) |
| - |
| - |
| (3,845) |
As of December 31, 2012 |
| $2,509,737 |
| $45,278 |
| $165,300 |
| $2,720,315 |
(7) Significantassets and liabilities denominated in foreign currencies
a. The functional currency of UMC and some of its subsidiaries is New Taiwan Dollar, while other subsidiaries have functional currencies in US Dollar, Japanese Yen or Chinese Renminbi. The exchange rates used to translate assets and liabilities denominated in foreign currencies are disclosed as follows:
106
|
| As of | ||||||||||
|
| December 31, 2013 |
| December 31, 2012 | ||||||||
|
| Foreign Currency (thousand) |
| Exchange Rate |
| NTD (thousand) |
| Foreign Currency (thousand) |
| Exchange Rate |
| NTD (thousand) |
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Monetary items |
|
|
|
|
|
|
|
|
|
|
|
|
USD |
| $1,668,006 |
| 29.79 |
| $49,687,584 |
| $1,494,046 |
| 28.97 |
| $43,281,274 |
JPY |
| 6,532,160 |
| 0.2812 |
| 1,837,052 |
| 11,346,947 |
| 0.3343 |
| 3,792,840 |
EUR |
| 19,132 |
| 41.01 |
| 784,571 |
| 8,333 |
| 38.09 |
| 317,432 |
SGD |
| 37,260 |
| 23.58 |
| 878,590 |
| 35,696 |
| 23.66 |
| 844,562 |
RMB |
| 92,829 |
| 4.91 |
| 456,035 |
| 72,813 |
| 4.61 |
| 335,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Monetary items |
|
|
|
|
|
|
|
|
|
|
|
|
USD |
| 65,170 |
| 29.80 |
| 1,942,062 |
| 47,556 |
| 29.05 |
| 1,381,468 |
CHF |
| 1,968 |
| 33.57 |
| 66,060 |
| 2,324 |
| 31.73 |
| 73,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments accounted for using equity method |
|
|
|
|
|
|
|
|
|
|
|
|
USD |
| 120,420 |
| 29.74 |
| 3,580,715 |
| 256,113 |
| 28.94 |
| 7,412,734 |
SGD |
| 6,654 |
| 22.95 |
| 152,713 |
| 8,089 |
| 23.37 |
| 189,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
EUR |
| 8,581 |
| 40.40 |
| 346,639 |
| 1,192 |
| 38.28 |
| 45,647 |
RMB |
| 146,505 |
| 4.87 |
| 714,120 |
| 149,297 |
| 4.61 |
| 688,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Monetary items |
|
|
|
|
|
|
|
|
|
|
|
|
USD |
| 649,976 |
| 29.90 |
| 19,434,286 |
| 651,891 |
| 29.08 |
| 18,957,030 |
JPY |
| 6,280,286 |
| 0.2872 |
| 1,803,698 |
| 7,328,597 |
| 0.3386 |
| 2,481,464 |
EUR |
| 8,082 |
| 41.46 |
| 335,075 |
| 7,158 |
| 38.67 |
| 276,796 |
SGD |
| 35,601 |
| 23.76 |
| 845,888 |
| 30,192 |
| 23.84 |
| 719,785 |
RMB |
| 17,189 |
| 4.96 |
| 85,311 |
| 33,243 |
| 4.62 |
| 153,702 |
107
|
| As of | ||||
|
| January 1, 2012 | ||||
|
| Foreign Currency (thousand) |
| Exchange Rate |
| NTD (thousand) |
Financial Assets |
|
|
|
|
|
|
Monetary items |
|
|
|
|
|
|
USD |
| $1,205,374 |
| 30.20 |
| $36,401,034 |
JPY |
| 17,724,488 |
| 0.3887 |
| 6,888,793 |
EUR |
| 11,088 |
| 39.07 |
| 433,230 |
SGD |
| 36,370 |
| 23.22 |
| 844,517 |
RMB |
| 47,833 |
| 4.79 |
| 229,150 |
|
|
|
|
|
|
|
Non-Monetary items |
|
|
|
|
|
|
USD |
| 88,644 |
| 30.21 |
| 2,677,938 |
CHF |
| 1,764 |
| 32.10 |
| 56,624 |
|
|
|
|
|
|
|
Investments accounted for using equity method |
|
|
|
|
|
|
USD |
| 226,017 |
| 29.80 |
| 6,734,280 |
SGD |
| 9,313 |
| 23.08 |
| 214,918 |
|
|
|
|
|
|
|
Joint controlled entities |
|
|
|
|
|
|
EUR |
| 1,120 |
| 40.69 |
| 45,573 |
RMB |
| 155,324 |
| 4.70 |
| 729,461 |
|
|
|
|
|
|
|
Financial Liabilities |
|
|
|
|
|
|
Monetary items |
|
|
|
|
|
|
USD |
| 688,356 |
| 30.31 |
| 20,863,644 |
JPY |
| 7,486,308 |
| 0.3924 |
| 2,937,409 |
EUR |
| 7,230 |
| 39.36 |
| 284,563 |
SGD |
| 25,851 |
| 23.40 |
| 604,925 |
RMB |
| 21,647 |
| 4.81 |
| 104,137 |
(8) Significant intercompany transactions among consolidated entities for the years ended December 31, 2013 and 2012 are disclosed in Attachment 1.
(9) Capital management
The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios to support its business and maximize the stockholders’ value.
108
The objective of Company’s capital management is to ensure the ability to operate continuously to provide returns to stockholders and the interests of other related parties, while maintaining the optimal capital structure to reduce costs of capital.
To maintain or adjust the capital structure, the Company may adjust the dividend payment to stockholders, return capital to stockholders, issue new shares or dispose assets to redeem liabilities.
Similar to its peers, the Company monitors its capital based on debt to capital ratio. The ratio is calculated as the Company’s net debt divided by its total capital. The net debt is derived by taking the total liabilities on the balance sheet minus cash and cash equivalents. The total capital consists of all parts of equity (equity, additional paid-in capital, retained earnings, other equity and non-controlling interests) plus net debt.
The Company has maintained the same capital management strategy as of December 31, 2013 as compared to the year ended December 31, 2012, which is to maintain a reasonable ratio in order to raise capital within reasonable cost. The debt to capital ratios as of December 31, 2013, December 31, 2012 and January 1, 2012, were as follows:
|
| As of December 31, | ||
|
| 2013 |
| 2012 |
Total liabilities |
| $83,461,653 |
| $78,507,665 |
Less: Cash and cash equivalents |
| (50,830,678) |
| (42,488,490) |
Net debt |
| 32,630,975 |
| 36,019,175 |
Total equity |
| 212,441,176 |
| 204,531,040 |
Total capital |
| $245,072,151 |
| $240,550,215 |
Debt to capital ratios |
| 13.31% |
| 14.97% |
|
| As ofJanuary 1,2012 |
Total liabilities |
| $68,758,317 |
Less: Cash and cash equivalents |
| (49,062,128) |
Net debt |
| 19,696,189 |
Total equity |
| 212,559,541 |
Total capital |
| $232,255,730 |
Debt to capital ratios |
| 8.48% |
109
13. ADDITIONAL DISCLOSURES
(1) The following are additional disclosures for the Company and its affiliates as required by the R.O.C. Securities and Futures Bureau:
a. Financing provided to others for the year ended December 31, 2013: Please refer to Attachment 2.
b. Endorsement/Guarantee provided to others for the year ended December 31, 2013: Please refer to Attachment 3.
c. Securities held as of December 31, 2013 (excluding subsidiaries, associates and joint venture): Please refer to Attachment 4.
d. Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 2013: Please refer to Attachment 5.
e. Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 2013: Please refer to Attachment 6.
f. Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 2013: Please refer to Attachment 7.
g. Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of the capital stock for the year ended December 31, 2013: Please refer to Attachment 8.
h. Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of December 31, 2013: Please refer to Attachment 9.
i. Names, locations and related information of investees as of December 31, 2013 (excluding investment in Mainland China): Please refer to Attachment 10.
j. Financial instruments and derivative transactions: Please refer to Note 12.
(2) Investment in Mainland China
a. Investee company name, main businesses and products, total amount of capital, method of investment, accumulated inflow and outflow of investments from Taiwan, net income (loss) of investee company, percentage of ownership, investment income (loss), book value of investments, cumulated inward remittance of earnings and limits on investment in Mainland China: Please refer to Attachment 11.
110
b. Directly or indirectly significant transactions through third regions with the investees in Mainland China, including price, payment terms, unrealized gain or loss, and other events with significant effects on the operating results and financial condition: None.
14. OPERATING SEGMENT INFORMATION
(1) The Company determined its operating segments based on business activities with discrete financial information regularly reported through the Company’s internal reporting protocols to the Company’s chief operating decision maker. The Company is organized into business units based on its products and services. As of December 31, 2013, the Company had the following segments: wafer fabrication and new business. There were no material differences between the accounting policies of the operating segments and the accounting policies described in Note4. Theprimary operating activity of the wafer fabrication segment is the manufacture of chips to the design specifications of our customers by using our own proprietary processes and techniques. The Company maintains a diversified customer base across industries, including communication, consumer electronics, computer, memory and others, while continuing to focus on manufacturing for high growth, large volume applications, including networking, telecommunications, internet, multimedia, PCs and graphics. New business segment primarily includes researching, developing, manufacturing, and providing solar energy and new generation light-emitting diode (LED), each of which discrete financial information was not regularly reported to the Company’s chief operating decision maker separately.
Reportable segment information for the years ended December 31, 2013 and 2012 were as follows:
|
| For the year ended December 31, 2013 | ||||||||
|
| Wafer fabrication |
| New Business |
| Subtotal |
| Adjustment and elimination |
| Consolidated |
Net revenue from external customers |
| $116,781,465 |
| $7,030,171 |
| $123,811,636 |
| $- |
| $123,811,636 |
Net revenue from sales among intersegments |
| 94,116 |
| 13,190 |
| 107,306 |
| (107,306) |
| - |
Segment net income (loss), net of tax |
| 12,760,671 |
| (2,582,729) |
| 10,177,942 |
| 1,927,018 |
| 12,104,960 |
|
|
|
|
|
|
|
|
|
|
|
Capital expenditure |
| 31,970,899 |
| 940,453 |
| 32,911,352 |
| - |
| 32,911,352 |
Depreciation |
| 35,008,525 |
| 2,233,263 |
| 37,241,788 |
| - |
| 37,241,788 |
Share of profit or loss of associates and joint ventures |
| (1,193,413) |
| 14,996 |
| (1,178,417) |
| 1,927,018 |
| 748,601 |
Income tax expense |
| 2,224,378 |
| 32,456 |
| 2,256,834 |
| - |
| 2,256,834 |
Impairment loss |
| 1,047,500 |
| 284,968 |
| 1,332,468 |
| - |
| 1,332,468 |
111
|
| For the year ended December 31, 2012 | ||||||||
|
| Wafer fabrication |
| New Business |
| Subtotal |
| Adjustment and elimination |
| Consolidated |
Net revenue from external customers |
| $108,623,475 |
| $7,051,288 |
| $115,674,763 |
| $- |
| $115,674,763 |
Net revenue from sales among intersegments |
| 72,502 |
| 2,100 |
| 74,602 |
| (74,602) |
| - |
Segment net income (loss), net of tax |
| 6,177,127 |
| (5,582,991) |
| 594,136 |
| 3,637,465 |
| 4,231,601 |
|
|
|
|
|
|
|
|
|
|
|
Capital expenditure |
| 51,035,489 |
| 1,150,421 |
| 52,185,910 |
| - |
| 52,185,910 |
Depreciation |
| 32,933,134 |
| 2,185,264 |
| 35,118,398 |
| - |
| 35,118,398 |
Share of profit or loss of associates and joint ventures |
| (2,755,648) |
| (199,676) |
| (2,955,324) |
| 3,670,852 |
| 715,528 |
Income tax expense |
| 2,095,121 |
| 50,862 |
| 2,145,983 |
| - |
| 2,145,983 |
Impairment loss |
| 2,657,634 |
| 1,521,984 |
| 4,179,618 |
| - |
| 4,179,618 |
|
| As ofDecember 31, 2013 | ||||||||
|
| Wafer fabrication |
| New Business |
| Subtotal |
| Adjustment and elimination (Note) |
| Consolidated |
Segment assets |
| $283,921,342 |
| $17,775,044 |
| $301,696,386 |
| $(5,793,557) |
| $295,902,829 |
Segment liabilities |
| $73,459,180 |
| $10,030,536 |
| $83,489,716 |
| $(28,063) |
| $83,461,653 |
|
| As of December 31, 2012 | ||||||||
|
| Wafer fabrication |
| New Business |
| Subtotal |
| Adjustment and elimination (Note) |
| Consolidated |
Segment assets |
| $267,863,143 |
| $21,030,652 |
| $288,893,795 |
| $(5,855,090) |
| $283,038,705 |
Segment liabilities |
| $65,903,529 |
| $12,629,902 |
| $78,533,431 |
| $(25,766) |
| $78,507,665 |
|
| As of January 1, 2012 | ||||||||
|
| Wafer fabrication |
| New Business |
| Subtotal |
| Adjustment and elimination (Note) |
| Consolidated |
Segment assets |
| $261,282,107 |
| $29,638,985 |
| $290,921,092 |
| $(9,603,234) |
| $281,317,858 |
Segment liabilities |
| $53,110,478 |
| $15,692,674 |
| $68,803,152 |
| $(44,835) |
| $68,758,317 |
Note: The adjustment primarily consisted of elimination entries for investments accounted for under the equity method.
112
(2) Geographic information
a. Revenue from external customers
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Taiwan |
| $40,749,257 |
| $42,129,998 |
Singapore |
| 29,467,778 |
| 32,045,103 |
China (includes Hong Kong) |
| 11,798,261 |
| 6,081,805 |
Japan |
| 4,584,979 |
| 2,918,334 |
USA |
| 15,311,681 |
| 15,370,089 |
Others |
| 21,899,680 |
| 17,129,434 |
Total |
| $123,811,636 |
| $115,674,763 |
b. Non-current assets
|
| As of | ||||
|
| December 31,2013 |
| December 31, 2012 |
| January 1,2012 |
Taiwan |
| $137,691,859 |
| $140,128,297 |
| $119,957,637 |
Singapore |
| 24,241,732 |
| 21,989,707 |
| 29,992,938 |
China (includes Hong Kong) |
| 8,813,088 |
| 3,449 |
| 600,334 |
Japan |
| 90 |
| 908,573 |
| 4,128,297 |
USA |
| 19,591 |
| 16,406 |
| 20,905 |
Others |
| 214,337 |
| 218,121 |
| 9,470 |
Total |
| $170,980,697 |
| $163,264,553 |
| $154,709,581 |
(3) Major customers
Individual customers accounting for at least 10% of net sales for the years ended December 31, 2013 and 2012 were as follows:
|
| For the years ended December 31, | ||
|
| 2013 |
| 2012 |
Customer A from wafer fabrication segment |
| $17,122,660 |
| $15,992,963 |
Customer B from wafer fabrication segment |
| 7,836,021 |
| 13,713,938 |
Total |
| $24,958,681 |
| $29,706,901 |
113
15. FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS
(1) Basis of preparation of TIFRSs
For all periods up to and including the year ended December 31, 2012, the Company prepared its financial statements in accordance with generally accepted accounting principles in R.O.C. (R.O.C. GAAP). The year ended December 31, 2013 is the first reporting period the Company prepared consolidated financial statements in accordance with TIFRSs.
Accordingly, the Company prepared financial statements which comply with TIFRSs and the Regulations beginning from January 1, 2013 as described in Note 4. Furthermore the first interim financial statements prepared under TIFRSs also comply with the requirements under TIFRS 1“First-time Adoption of International Financial Reporting Standards”. The Company’s opening balance sheet was prepared as of January 1, 2012, the Company’s date of transition to TIFRSs.
(2) Exemptions applied in accordance with TIFRS 1
TIFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain TIFRSs. The Company applied the following exemptions:
a. TIFRS 3“Business Combinations” has not been applied to acquisitions of subsidiaries or of interests in associates and joint ventures that occurred before January 1, 2012. By applying this exemption, immediately after the business combination, the carrying amount in accordance with R.O.C. GAAP of assets acquired and liabilities assumed in that business combination, shall be their deemed cost in accordance with TIFRSs at that date. The subsequent measurement of these assets and liabilities will be in accordance with TIFRSs. Under TIFRS 1, the carrying amount of goodwill in the opening TIFRSs balance sheet shall be its carrying amount in accordance with R.O.C. GAAP at December 31, 2011, after testing for impairment and any reclassification to intangible assets that are required to be recognized. The Company performed goodwill impairment testing as at the date of transition to TIFRSs and no impairment loss was recognized as at that date.
b. The Company recognized all cumulative actuarial gains and losses on pensions as at the date of transition to TIFRSs directly in retained earnings.
(3) Impacts of transitioning to TIFRSs
The following tables contain reconciliation ofconsolidatedbalance sheets as of January 1, 2012 (the date of transition to TIFRSs) and December 31, 2012 and statements of comprehensive income for the year ended December 31, 2012:
114
a. Reconciliation of the consolidated balance sheet items as of January 1, 2012
R.O.C. GAAP |
| Impact of transitioning to TIFRSs |
| TIFRSs |
|
| |||||||
Items |
| Amounts |
| Remeasurements |
| Presentation |
| Amounts |
| Items |
| Note | |
Current assets |
|
|
|
|
|
|
|
|
| Current assets |
|
| |
Cash and cash equivalents |
| $49,070,128 |
| $- |
| $(8,000) |
| $49,062,128 |
| Cash and cash equivalents |
|
| |
Financial assets at fair value through profit or loss, current |
| 695,931 |
| - |
| - |
| 695,931 |
| Financial assets at fair value through profit or loss, current |
|
| |
Available-for-sale financial assets, current |
| 5,124,780 |
| - |
| - |
| 5,124,780 |
| Available-for-sale financial assets, current |
|
| |
Held-to-maturity financial assets, current |
| 13,524 |
| - |
| - |
| 13,524 |
| Held-to-maturity financial assets, current |
|
| |
Notes receivable |
| 74,572 |
| - |
| - |
| 74,572 |
| Notes receivable |
|
| |
Accounts receivable, net |
| 14,390,541 |
| - |
| - |
| 14,390,541 |
| Accounts receivable, net |
|
| |
Accounts receivable- related parties, net |
| 130,553 |
| - |
| - |
| 130,553 |
| Accounts receivable- related parties, net |
|
| |
Other receivables |
| 724,563 |
| - |
| (71,021) |
| 653,542 |
| Other receivables |
|
| |
- |
| - |
| - |
| 84,566 |
| 84,566 |
| Current tax assets |
|
| |
Inventories, net |
| 12,709,276 |
| (5,570) |
| - |
| 12,703,706 |
| Inventories, net |
| ii | |
Prepaid expenses |
| 804,789 |
| - |
| (13,546) |
| 791,243 |
| Prepayments |
|
| |
Non-current assets held for sale |
| 583 |
| - |
| - |
| 583 |
| Non-current assets held for sale |
|
| |
Deferred income tax assets, current |
| 297,943 |
| - |
| (297,943) |
| - |
| - |
| vi | |
Restricted assets |
| 20,331 |
| - |
| 8,000 |
| 28,331 |
| Other current assets |
|
| |
Total current assets |
| 84,057,514 |
| (5,570) |
| (297,944) |
| 83,754,000 |
| Total current assets |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Funds and investments |
|
|
|
|
|
|
|
|
| Non-current assets |
|
| |
Financial assets at fair value through profit or loss, noncurrent |
| 119,711 |
| - |
| - |
| 119,711 |
| Financial assets at fair value through profit or loss, noncurrent |
|
| |
Available-for-sale financial assets, noncurrent |
| 18,835,224 |
| 4,609,323 |
| - |
| 23,444,547 |
| Available-for-sale financial assets, noncurrent |
| i | |
Financial assets measured at cost, noncurrent |
| 8,298,967 |
| (5,245,009) |
| - |
| 3,053,958 |
| Financial assets measured at cost, noncurrent |
| i | |
Long-term investments accounted for under the equity method |
| 11,275,894 |
| (50,720) |
| - |
| 11,225,174 |
| Investments accounted for under the equity method |
| i,vii | |
Prepayment for long-term investments |
| 44,392 |
| - |
| - |
| 44,392 |
| Prepayment for investments |
|
| |
Total funds and investments |
| 38,574,188 |
| (686,406) |
| - |
| 37,887,782 |
| - |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Property, plant and equipment, net |
| 149,324,300 |
| 1,784,051 |
| (9,246,789) |
| 141,861,562 |
| Property, plant and equipment |
| ii,iii | |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total intangible assets |
| 350,860 |
| - |
| 1,132,921 |
| 1,483,781 |
| Intangible assets |
| iv | |
Other assets |
|
|
|
|
|
|
|
|
| - |
|
| |
Deferred charges |
| 1,513,157 |
| - |
| (1,513,157) |
| - |
| - |
| ii,iv | |
Deferred income tax assets, noncurrent |
| 2,993,953 |
| (20,708) |
| 676,346 |
| 3,649,591 |
| Deferred tax assets |
| vi | |
- |
| - |
| - |
| 10,319,826 |
| 10,319,826 |
| Prepayment for equipments |
| iii | |
- |
| - |
| - |
| 1,316,904 |
| 1,316,904 |
| Deposits-out |
|
| |
Other assets-others |
| 3,017,774 |
| 36,343 |
| (2,009,705) |
| 1,044,412 |
| Other assets-others |
| ii,iii,iv | |
Total other assets |
| 7,524,884 |
| 15,635 |
| 8,790,214 |
| 16,330,733 |
| - |
|
| |
Total assets |
| $279,831,746 |
| $1,107,710 |
| $378,402 |
| $281,317,858 |
| Total assets |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
R.O.C. GAAP |
| Impact of transitioning to TIFRSs |
| TIFRSs |
|
| |||||||
Items |
| Amounts |
| Remeasurements |
| Presentation |
| Amounts |
| Items |
| Note | |
Current liabilities |
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
Short-term loans |
| $9,411,877 |
| $- |
| $- |
| $9,411,877 |
| Short-term loans |
|
|
|
Financial liabilities at fair value through profit or loss, current |
| 741,531 |
| - |
| - |
| 741,531 |
| Financial liabilities at fair value through profit or loss, current |
|
|
|
Notes and accounts payable |
| 5,010,222 |
| - |
| - |
| 5,010,222 |
| Notes and accounts payable |
|
|
|
Accrued expenses |
| 9,756,579 |
| - |
| 14,741 |
| 9,771,320 |
| Other payables |
| vii |
|
Payable on equipment |
| 8,517,694 |
| - |
| - |
| 8,517,694 |
| Payables on equipment |
|
|
|
Income tax payable |
| 514,977 |
| - |
| - |
| 514,977 |
| Current tax liabilities |
|
|
|
Current portion of long-term liabilities |
| 8,002,051 |
| - |
| - |
| 8,002,051 |
| Current portion of long-term liabilities |
|
|
|
Deferred income tax liabilities, current |
| 32,985 |
| (31,519) |
| (1,466) |
| - |
| - |
| vi |
|
Other current liabilities |
| 918,038 |
| - |
| (47,934) |
| 870,104 |
| Other current liabilities |
| vii |
|
Total current liabilities |
| 42,905,954 |
| (31,519) |
| (34,659) |
| 42,839,776 |
| Total current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities |
|
|
|
|
|
|
|
|
| Non-current liabilities |
|
|
|
Bonds payable |
| 11,984,404 |
| - |
| - |
| 11,984,404 |
| Bonds payable |
|
|
|
Long-term loans |
| 9,110,982 |
| - |
| - |
| 9,110,982 |
| Long-term loans |
|
|
|
Total long-term liabilities |
| 21,095,386 |
| - |
| - |
| 21,095,386 |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
|
|
|
|
|
|
| - |
|
|
|
Deferred income tax liabilities, noncurrent |
| 35,908 |
| - |
| 379,869 |
| 415,777 |
| Deferred tax liabilities |
| vi |
|
Accrued pension liabilities |
| 3,261,101 |
| 704,651 |
| - |
| 3,965,752 |
| Accrued pension liabilities |
| v |
|
Deposits-in |
| 105,617 |
| - |
| - |
| 105,617 |
| Deposits-in |
|
|
|
Other liabilities-others |
| 302,817 |
| - |
| 33,192 |
| 336,009 |
| Other liabilities-others |
| vii |
|
Total other liabilities |
| 3,705,443 |
| 704,651 |
| 413,061 |
| 4,823,155 |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
| 67,706,783 |
| 673,132 |
| 378,402 |
| 68,758,317 |
| Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity of parent company |
|
|
|
|
|
|
|
|
| Equity attributable to the parent company |
|
|
|
Capital |
|
|
|
|
|
|
|
|
| Capital |
|
|
|
Common stock |
| 130,843,416 |
| - |
| - |
| 130,843,416 |
| Common stock |
|
|
|
Capital collected in advance |
| 1,140 |
| - |
| - |
| 1,140 |
| Capital collected in advance |
|
|
|
Additional paid-in capital |
| 46,460,665 |
| (100,746) |
| - |
| 46,359,919 |
| Additional paid-in capital |
| i,vi,vii |
|
Retained earnings |
|
|
|
|
|
|
|
|
| Retained earnings |
|
|
|
Legal reserve |
| 3,442,856 |
| - |
| - |
| 3,442,856 |
| Legal reserve |
|
|
|
Unappropriated earnings |
| 21,056,268 |
| 575,195 |
| - |
| 21,631,463 |
| Unappropriated earnings |
| i,ii,iii v,vi,vii |
|
Adjusting items in stockholders' equity |
|
|
|
|
|
|
|
|
| Other components of equity |
|
|
|
Cumulative translation adjustment |
| (2,268,792) |
| 53,833 |
| - |
| (2,214,959) |
| Exchange differences on translation of foreign operations |
| i,ii,iii v,vi,vii |
|
Unrealized gain or loss on financial instruments |
| 14,424,891 |
| (93,704) |
| - |
| 14,331,187 |
| Unrealized gain or loss on available-for-sale financial assets |
| i,vi,vii |
|
Treasury stock |
| (6,223,357) |
| - |
| - |
| (6,223,357) |
| Treasury stock |
|
|
|
Total stockholders' equity of parent company |
| 207,737,087 |
| 434,578 |
| - |
| 208,171,665 |
| Total equity attributable to the parent company |
|
|
|
Minority interests |
| 4,387,876 |
| - |
| - |
| 4,387,876 |
| Non-controlling interests |
|
|
|
Total stockholders' equity |
| 212,124,963 |
| 434,578 |
| - |
| 212,559,541 |
| Total equity |
|
|
|
Total liabilities and stockholders' equity |
| $279,831,746 |
| $1,107,710 |
| $378,402 |
| $281,317,858 |
| Total liabilities and equity |
|
|
|
115
b. Reconciliation of the consolidated balance sheet as of December 31, 2012
R.O.C. GAAP |
| Impact of transitioning to TIFRSs |
| TIFRSs |
|
| ||||||
Items |
| Amounts |
| Remeasurements |
| Presentation |
| Amounts |
| Items |
| Note |
Current assets |
|
|
|
|
|
|
|
|
| Current assets |
|
|
Cash and cash equivalents |
| $42,592,725 |
| $- |
| $(104,235) |
| $42,488,490 |
| Cash and cash equivalents |
|
|
Financial assets at fair value through profit or loss, current |
| 655,994 |
| - |
| - |
| 655,994 |
| Financial assets at fair value through profit or loss, current |
|
|
Available-for-sale financial assets, current |
| 4,330,880 |
| - |
| - |
| 4,330,880 |
| Available-for-sale financial assets, current |
|
|
Notes receivable |
| 25,308 |
| - |
| - |
| 25,308 |
| Notes receivable |
|
|
Accounts receivable, net |
| 16,220,832 |
| - |
| - |
| 16,220,832 |
| Accounts receivable, net |
|
|
Accounts receivable- related parties, net |
| 81,741 |
| - |
| - |
| 81,741 |
| Accounts receivable- related parties, net |
|
|
Other receivables |
| 836,234 |
| - |
| (67,243) |
| 768,991 |
| Other receivables |
|
|
- |
| - |
| - |
| 77,861 |
| 77,861 |
| Current tax assets |
|
|
Inventories, net |
| 13,023,710 |
| - |
| - |
| 13,023,710 |
| Inventories, net |
|
|
Prepaid expenses |
| 1,929,401 |
| - |
| (10,618) |
| 1,918,783 |
| Prepayments |
|
|
Non-current assets held for sale |
| 313,171 |
| - |
| - |
| 313,171 |
| Non-current assets held for sale |
|
|
Deferred income tax assets, current |
| 890,391 |
| - |
| (890,391) |
| - |
| - |
| vi |
Restricted assets |
| 17,135 |
| - |
| 104,235 |
| 121,370 |
| Other current assets |
|
|
Total current assets |
| 80,917,522 |
| - |
| (890,391) |
| 80,027,131 |
| Total current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds and investments |
|
|
|
|
|
|
|
|
| Non-current assets |
|
|
Financial assets at fair value through profit or loss, noncurrent |
| 72,706 |
| - |
| - |
| 72,706 |
| Financial assets at fair value through profit or loss, noncurrent |
|
|
Available-for-sale financial assets, noncurrent |
| 15,116,740 |
| 4,858,997 |
| - |
| 19,975,737 |
| Available-for-sale financial assets, noncurrent |
| i,viii |
Financial assets measured at cost, noncurrent |
| 7,963,242 |
| (4,801,124) |
| - |
| 3,162,118 |
| Financial assets measured at cost, noncurrent |
| i,viii |
Long-term investments accounted for under the equity method |
| 11,792,007 |
| (22,259) |
| - |
| 11,769,748 |
| Investments accounted for under the equity method |
| viii |
Prepayment for long-term investments |
| 34,803 |
| - |
| - |
| 34,803 |
| Prepayment for investments |
|
|
Total funds and investments |
| 34,979,498 |
| 35,614 |
| - |
| 35,015,112 |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
| 158,854,035 |
| 382,968 |
| 706,802 |
| 159,943,805 |
| Property, plant and equipment |
| ii,iii |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets |
| 1,357,492 |
| - |
| 1,440,667 |
| 2,798,159 |
| Intangible assets |
| iv |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
|
|
|
|
|
|
| - |
|
|
Deferred charges |
| 1,523,909 |
| (353) |
| (1,523,556) |
| - |
| - |
| ii,iv |
Deferred income tax assets, noncurrent |
| 828,256 |
| 148,203 |
| 2,378,123 |
| 3,354,582 |
| Deferred tax assets |
| v,vi |
- |
| - |
| - |
| 343,869 |
| 343,869 |
| Prepayment for equipments |
| iii |
- |
| - |
| - |
| 1,377,327 |
| 1,377,327 |
| Deposits-out |
|
|
Other assets-others |
| 2,498,206 |
| 25,622 |
| (2,345,108) |
| 178,720 |
| Other assets-others |
| ii,iii,iv |
Total other assets |
| 4,850,371 |
| 173,472 |
| 230,655 |
| 5,254,498 |
| - |
|
|
Total assets |
| $280,958,918 |
| $592,054 |
| $1,487,733 |
| $283,038,705 |
| Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R.O.C. GAAP |
| Impact of transitioning to TIFRSs |
| TIFRSs |
|
| ||||||
Items |
| Amounts |
| Remeasurements |
| Presentation |
| Amounts |
| Items |
| Note |
Current liabilities |
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
Short-term loans |
| $5,772,615 |
| $- |
| $- |
| $5,772,615 |
| Short-term loans |
|
|
Financial liabilities at fair value through profit or loss, current |
| 767,605 |
| - |
| - |
| 767,605 |
| Financial liabilities at fair value through profit or loss, current |
|
|
Notes and accounts payable |
| 6,265,920 |
| - |
| - |
| 6,265,920 |
| Notes and accounts payable |
|
|
Accrued expenses |
| 10,782,582 |
| - |
| 179,088 |
| 10,961,670 |
| Other payables |
| v |
Payable on equipment |
| 5,382,395 |
| - |
| - |
| 5,382,395 |
| Payables on equipment |
|
|
Income tax payable |
| 1,191,790 |
| - |
| - |
| 1,191,790 |
| Current tax liabilities |
|
|
Current portion of long-term liabilities |
| 8,887,006 |
| - |
| - |
| 8,887,006 |
| Current portion of long-term liabilities |
|
|
Deferred income tax liabilities, current |
| 16 |
| - |
| (16) |
| - |
| - |
| vi |
Other current liabilities |
| 983,892 |
| - |
| (92,381) |
| 891,511 |
| Other current liabilities |
| |
Total current liabilities |
| 40,033,821 |
| - |
| 86,691 |
| 40,120,512 |
| Total current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities |
|
|
|
|
|
|
|
|
| Non-current liabilities |
|
|
Bonds payable |
| 21,932,193 |
| - |
| - |
| 21,932,193 |
| Bonds payable |
|
|
Long-term loans |
| 10,222,620 |
| - |
| - |
| 10,222,620 |
| Long-term loans |
|
|
Total long-term liabilities |
| 32,154,813 |
| - |
| - |
| 32,154,813 |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
|
|
|
|
|
|
| - |
|
|
Deferred income tax liabilities, noncurrent |
| 32,304 |
| 122,153 |
| 1,487,748 |
| 1,642,205 |
| Deferred tax liabilities |
| vi |
Accrued pension liabilities |
| 3,366,143 |
| 959,806 |
| (86,706) |
| 4,239,243 |
| Accrued pension liabilities |
| v |
Deposits-in |
| 153,745 |
| - |
| - |
| 153,745 |
| Deposits-in |
|
|
Other liabilities-others |
| 197,147 |
| - |
| - |
| 197,147 |
| Other liabilities-others |
|
|
Total other liabilities |
| 3,749,339 |
| 1,081,959 |
| 1,401,042 |
| 6,232,340 |
| - |
|
|
Total liabilities |
| 75,937,973 |
| 1,081,959 |
| 1,487,733 |
| 78,507,665 |
| Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity of parent company |
|
|
|
|
|
|
|
|
| Equity attributable to the parent company |
|
|
Capital |
|
|
|
|
|
|
|
|
| Capital |
|
|
Common stock |
| 129,518,055 |
| - |
| - |
| 129,518,055 |
| Common stock |
|
|
Capital collected in advance |
| 3,038 |
| - |
| - |
| 3,038 |
| Capital collected in advance |
|
|
Additional paid-in capital |
| 46,994,672 |
| (94,146) |
| - |
| 46,900,526 |
| Additional paid-in capital |
| i,vi, viii |
Retained earnings |
|
|
|
|
|
|
|
|
| Retained earnings |
|
|
Legal reserve |
| 4,476,570 |
| - |
| - |
| 4,476,570 |
| Legal reserve |
|
|
Unappropriated earnings |
| 21,428,655 |
| (1,414,989) |
| - |
| 20,013,666 |
| Unappropriated earnings |
| i,ii,iii,v,vi, vii,viii |
Adjusting items in stockholders' equity |
|
|
|
|
|
|
|
|
| Other components of equity |
|
|
Cumulative translation adjustment |
| (5,725,284) |
| 136,653 |
| - |
| (5,588,631) |
| Exchange differences on translation of foreign operations |
| i,ii,iii,v,vi, vii,viii |
Unrealized gain or loss on financial instruments |
| 10,717,489 |
| 882,577 |
| - |
| 11,600,066 |
| Unrealized gain or loss on available-for-sale financial assets |
| i,vi, viii |
Treasury stock |
| (4,963,389) |
| - |
| - |
| (4,963,389) |
| Treasury stock |
|
|
Total stockholders' equity of parent company |
| 202,449,806 |
| (489,905) |
| - |
| 201,959,901 |
| Total equity attributable to the parent company |
|
|
Minority interests |
| 2,571,139 |
| - |
| - |
| 2,571,139 |
| Non-controlling interests |
|
|
Total stockholders' equity |
| 205,020,945 |
| (489,905) |
| - |
| 204,531,040 |
| Total equity |
|
|
Total liabilities and stockholders' equity |
| $280,958,918 |
| $592,054 |
| $1,487,733 |
| $283,038,705 |
| Total liabilities and equity |
|
|
116
c. Reconciliation of the consolidated statement of comprehensive income for the year ended December 31, 2012
R.O.C. GAAP |
| Impact of transitioning to TIFRSs |
| TIFRSs |
|
| ||||||
Items |
| Amounts |
| Remeasurements |
| Presentation |
| Amounts |
| Items |
| Note |
Net operating revenues |
| $115,674,763 |
| $- |
| $- |
| $115,674,763 |
| Net operating revenues |
|
|
Operating costs |
| (96,263,178) |
| (102,313) |
| - |
| (96,365,491) |
| Operating costs |
| i,iii |
Gross profit |
| 19,411,585 |
| (102,313) |
| - |
| 19,309,272 |
| Gross profit |
|
|
Unrealized intercompany profit |
| (89) |
| - |
| - |
| (89) |
| Unrealized sales profit |
|
|
Realized intercompany profit |
| 365 |
| - |
| - |
| 365 |
| Realized sales profit |
|
|
Gross profit-net |
| 19,411,861 |
| (102,313) |
| - |
| 19,309,548 |
| Gross profit-net |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
Sales and marketing expenses |
| (2,748,753) |
| (54) |
| - |
| (2,748,807) |
| Sales and marketing expenses |
| i,iii |
General and administrative expenses |
| (3,371,646) |
| 241,205 |
| - |
| (3,130,441) |
| General and administrative expenses |
| i,iii |
Research and development expenses |
| (9,786,831) |
| 325 |
| - |
| (9,786,506) |
| Research and development expenses |
| iii |
Subtotal |
| (15,907,230) |
| 241,476 |
| - |
| (15,665,754) |
| Subtotal |
|
|
- |
| - |
| - |
| (2,790,775) |
| (2,790,775) |
| Net other operating income and expenses |
| iii |
Operating income |
| 3,504,631 |
| 139,163 |
| (2,790,775) |
| 853,019 |
| Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income |
|
|
|
|
|
|
|
|
| Non-operating income and expenses |
|
|
Interest revenue |
| 211,371 |
| - |
| (211,371) |
| - |
| - |
|
|
Investment gain accounted for under the equity method, net |
| 718,527 |
| (2,999) |
| - |
| 715,528 |
| Share of profit or loss of associates and joint ventures |
| iii |
Dividend revenue |
| 1,021,699 |
| 10,752 |
| (1,032,451) |
| - |
| - |
| iii |
Gain on disposal of property, plant and equipment |
| 661,309 |
| - |
| (661,309) |
| - |
| - |
|
|
Gain on disposal of investments |
| 5,345,609 |
| (488,401) |
| (4,857,208) |
| - |
| - |
| iii |
Exchange gain, net |
| 353,157 |
| (310,703) |
| 77,883 |
| 120,337 |
| Exchange gain, net |
| ii |
Gain on valuation of financial assets |
| 49,319 |
| - |
| (49,319) |
| - |
| - |
|
|
Other income |
| 815,249 |
| - |
| (815,249) |
| - |
| - |
|
|
- |
| - |
| - |
| 1,243,822 |
| 1,243,822 |
| Other income |
|
|
- |
| - |
| - |
| 3,983,147 |
| 3,983,147 |
| Other gains and losses |
|
|
Subtotal |
| 9,176,240 |
| (791,351) |
| (2,322,055) |
| 6,062,834 |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117
R.O.C. GAAP |
| Impact of transitioning to TIFRSs |
| TIFRSs |
|
| ||||||
Items |
| Amounts |
| Remeasurements |
| Presentation |
| Amounts |
| Items |
| Note |
Non-operating expenses |
|
|
|
|
|
|
|
|
| - |
|
|
Interest expense |
| $(458,007) |
| $- |
| $458,007 |
| $- |
| - |
|
|
Loss on disposal of property, plant and equipment |
| (30,706) |
| (244,043) |
| 274,749 |
| - |
| - |
| i |
Financial expenses |
| (80,262) |
| - |
| 80,262 |
| - |
| - |
|
|
Impairment loss |
| (3,369,694) |
| (809,924) |
| 4,179,618 |
| - |
| - |
| i,iii |
Exchange loss, net |
| - |
| 77,883 |
| (77,883) |
| - |
| - |
| ii |
Loss on valuation of financial liabilities |
| (667,160) |
| - |
| 667,160 |
| - |
| - |
|
|
Other losses |
| (72,083) |
| 2,897 |
| 69,186 |
| - |
| - |
| i,iii |
- |
| - |
| - |
| (538,269) |
| (538,269) |
| Finance costs |
|
|
Subtotal |
| (4,677,912) |
| (973,187) |
| 5,112,830 |
| (538,269) |
| - |
|
|
- |
| 4,498,328 |
| (1,764,538) |
| 2,790,775 |
| 5,524,565 |
| Subtotal |
|
|
Income from continuing operations before income tax |
| 8,002,959 |
| (1,625,375) |
| - |
| 6,377,584 |
| Income from continuing operations before income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
| (2,129,038) |
| (16,945) |
| - |
| (2,145,983) |
| Income tax expense |
| iii |
Net income |
| $5,873,921 |
| $(1,642,320) |
| $- |
| 4,231,601 |
| Net income |
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income |
|
| |
|
|
|
|
|
|
| (2,802,004) |
| Exchange differences on translation of foreign operations |
|
| |
|
|
|
|
|
|
| (2,589,508) |
| Unrealized loss on available-for-sale financial assets |
|
| |
|
|
|
|
|
|
| (525,243) |
| Actuarial loss on defined benefit plans |
|
| |
|
|
|
|
|
|
| (425,307) |
| Share of other comprehensive income of associates and joint ventures |
|
| |
|
|
|
|
|
|
| (211,400) |
| Income tax related to components of other comprehensive income |
|
| |
|
|
|
|
|
|
| (6,553,462) |
| Total other comprehensive income (loss), net of tax |
|
| |
|
|
|
|
|
|
| $(2,321,861) |
| Total comprehensive income (loss), net of tax |
|
|
d. Material adjustments to the consolidated statement of cash flows for the year ended December 31, 2012
The transition from R.O.C. GAAP to TIFRSs has not had a material impact on the statement of cash flows. The statement of cash flow prepared under R.O.C. GAAP was reported using the indirect method. Furthermore, cash flows from interest and dividends received and interest paid were classified as cash flows from operating activities and interest and dividends received were not disclosed separately. However, in accordance with the requirements under IAS 7 “Statement of Cash Flows”, the interest received for the year ended December 31, 2012, is disclosed in the statement of cash flows in the amount of NT$215 million. The interest payments for the year ended December 31, 2012, is disclosed in the statement of cash flows in the amount of NT$341 million. The dividends received for the year ended December 31, 2012, is disclosed in the statement of cash flow in the amount of NT$1,089 million. Interest and dividends received and interest paid are classified as cash flows from operating activities.
Apart from the aforementioned differences, there were no material differences between the statements of cash flows prepared under R.O.C. GAAP and TIFRSs.
(4) Impact of transitioning to TIFRSs
a. Material adjustments to consolidated balance sheet as of January 1, 2012 (the date of transition to TIFRSs)
i. Under TIFRSs, the Company reclassified financial assets measured at cost, noncurrent to available-for-sale financial assets measured at fair value, noncurrent. In addition, when the Company discontinues the use of the equity method because it ceases to have significant influence over an associate, the Company measures at fair value any investment it retains in the former associate as well as eliminates all additional paid-in capital and equity adjustment items related to the former associate in current profit or loss under TIFRSs, or in retained earnings at the date of transition of TIFRSs. These changes caused available-for-sale financial assets, noncurrent to increase by NT$4,609 million, financial assets measured at cost, noncurrent to decrease by NT$5,245 million, investments accounted for under the equity method to decrease by NT$15 million, additional paid-in capital to decrease by NT$0.3 million, retained earnings to decrease by NT$538 million, unrealized gain or loss on available-for-sale financial assets to decrease by NT$93 million and cumulative translation adjustment to decrease by NT$19 million.
118
ii. Under TIFRSs, the acquisition of a non-controlling interest is not within the scope of business combination, and therefore, it is not in the scope of exemptions for business combination in TIFRS 1 “First-time Adoption of International Financial Reporting Standards”. As a result, a retroactive adjustment is required to adjust the differences for acquisitions of non-controlling interests prior to the transition date. This change in accounting principles would cause current assets to decrease by NT$6 million, property, plant and equipment, net to increase by NT$1,754 million, other non-current assets to increase by NT$36 million, retained earnings to increase by NT$1,694 million and other adjusting items in equity to increase by NT$90 million.
iii. Under R.O.C. GAAP, the Company’s property that is leased to another entity was recorded as leased property under other assets. Under TIFRSs, the Company reclassified these assets from other assets to property, plant and equipment as they do not meet the definition of investment property. In addition, prepayment for equipment is reclassified from property, plant and equipment to other non-current assets as they do not meet the definition of property, plant and equipment. These changes in accounting principles would cause property, plant and equipment, net to decrease by NT$9,308 million, other non-current assets to increase by NT$9,308 million while other adjustments would cause property, plant and equipment, net to increase by NT$92 million, other non-current assets to decrease by NT$62 million, retained earnings to increase by NT$29 million and other adjusting items in equity to increase by NT$2 million.
iv. Software, patent licenses and intellectual property are reclassified to intangible assets as they meet the definition of intangible assets. This change would cause intangible assets to increase by NT$1,433 million and other non-current assets to decrease by NT$1,433 million. The land use rights of a subsidiary are reclassified to other non-current assets as they meet the definition of operating leases since the ownership does not belong to the subsidiary. This would cause intangible assets to decrease by NT$300 million and other non-current assets to increase by NT$300 million.
v. The Company selects the exemption for employee benefits under the TIFRS 1 “First-time Adoption of International Financial Reporting Standards” and recognizes all cumulative actuarial gains and losses in retained earnings. The exemption selection for employee benefits would cause the accrued pension liabilities to increase by NT$705 million, retained earnings to decrease by NT$686 million and other adjusting items in equity to decrease by NT$19 million.
119
vi. Under the requirements of IAS 1 “Presentation of Financial Statements” , deferred tax assets and liabilities are classified as non-current. Therefore, deferred tax assets and liabilities, current, are reclassified as non-current. Under the requirements of IAS 12 “Income Tax”, an entity shall offset deferred tax assets and liabilities if, and only if, the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and if the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend, in each future period in which significant amounts of deferred tax are expected to be settled or recovered, to settle their current tax assets and liabilities either on a net basis or simultaneously. Further, if the tax base of the liability component of the compound financial instrument on initial recognition is equal to the initial carrying amount of the sum of the liability and equity components, the resulting taxable temporary differences should be recognized as a deferred tax liability. The deferred tax is charged directly to the carrying amount of the equity component and subsequent changes in the deferred tax liability are recognized in profit or loss as deferred tax expense (benefit). Due to differences discussed above, current assets decreased by NT$298 million, other non-current assets increased by NT$656 million, current liabilities decreased by NT$33 million, other non-current liabilities increased by NT$380 million, additional paid-in capital decreased by NT$101 million, retained earnings increased by NT$106 million and other adjusting items in equity increased by NT$6 million.
vii. Other adjustments would cause other non-current assets to decrease by NT$36 million, current liabilities to decrease by NT$33 million, other non-current liabilities to increase by NT$33 million, retained earnings to decrease by NT$30 million, additional paid-in capital to increase by NT$0.4 million and other adjusting items in equity to decrease by NT$6 million.
b. Material adjustments to consolidated balance sheet as of December 31, 2012
i. Under TIFRSs, the Company reclassified financial assets measured at cost, noncurrent to available-for-sale financial assets measured at fair value, noncurrent. In addition, when the Company discontinues the use of the equity method because it ceases to have significant influence over an associate, the Company measures at fair value any investment it retains in the former associate as well as eliminates all additional paid-in capital and equity adjustment items related to the former associate in current profit or loss under TIFRSs, or in retained earnings at the date of transition of TIFRSs. This change in accounting principles caused non-current available-for-sale financial assets to increase by NT$4,854 million, non-current financial assets measured at cost to decrease by NT$4,804 million, additional paid-in capital to decrease by NT$3 million, retained earnings to decrease by NT$929 million, unrealized gain or loss on available-for-sale financial assets to increase by NT$999 million and cumulative translation adjustment to decrease by NT$17 million.
120
ii. Under TIFRSs, the acquisition of a non-controlling interest is not within the scope of business combination, and therefore, it is not in the scope of exemptions for business combination in IFRS 1 “First-time Adoption of International Financial Reporting Standards”. As a result, a retroactive adjustment is required to adjust the differences for acquisitions of non-controlling interests prior to the transition date. This change in accounting principles would cause property, plant and equipment, net to increase by NT$383 million, other non-current assets to increase by NT$25 million, retained earnings to increase by NT$443 million and other adjustment in equity to decrease by NT$35 million.
iii. Under R.O.C. GAAP, the Company’s property that is leased to another entity was recorded as leased property under other non-current assets. Under TIFRSs, the Company reclassified these assets from other non-current assets to property, plant and equipment as they do not meet the definition of investment property. In addition, prepayment for equipment is reclassified from property, plant and equipment to other non-current assets as they do not meet the definition of property, plant and equipment. These changes in accounting principles would cause property, plant and equipment, net to increase by NT$654 million, other non-current assets to decrease by NT$654 million while other adjustments would cause property, plant and equipment, net to increase by NT$53 million, other non-current assets decrease by NT$53 million, retained earnings to decrease by NT$0.1 million and other adjusting items in equity to increase by NT$0.1 million.
iv. Software, patent licenses and intellectual property are reclassified to intangible assets as they meet the definition of intangible assets. This change would cause intangible assets to increase by NT$1,469 million and other non-current assets to decrease by NT$1,469 million. The land use rights of a subsidiary are reclassified to other non-current assets as they meet the definition of operating leases since the ownership does not belong to the subsidiary. This would cause intangible assets to decrease by NT$29 million and other non-current assets to increase by NT$29 million.
v. The Company selects the exemption for employee benefits under TIFRS 1 “First-time Adoption of International Financial Reporting Standards”, and recognizes all unrecognized actuarial gains and losses in retained earnings. The exemptions election for employee benefits would cause other non-current assets to increase by NT$81 million, current liability to increase by NT$87 million, accrued pension liabilities to increase by NT$873 million, retained earnings to decrease by NT$885 million, and other adjusting items in equity to increase by NT$6 million.
121
vi. Under the requirements of IAS 1 “Presentation of Financial Statements”, deferred tax assets or liabilities are classified as non-current. Therefore, deferred tax assets or liabilities, current, are reclassified as non-current. Under the requirements of IAS 12 “Income Tax”, an entity shall offset deferred tax assets and liabilities if, and only if, the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and if the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend, in each future period in which significant amounts of deferred tax are expected to be settled or recovered, to settle their current tax assets and liabilities either on a net basis or simultaneously. Further, if the tax base of the liability component of the compound financial instrument on initial recognition is equal to the initial carrying amount of the sum of the liability and equity components, the resulting taxable temporary differences should be recognized as a deferred tax liability. The deferred tax is charged directly to the carrying amount of the equity component and subsequent changes in the deferred tax liability are recognized in profit or loss as deferred tax expense (benefit). Due to differences discussed above, current assets decreased by NT$890 million, other non-current assets increased by NT$2,445 million, current liabilities decreased by NT$0.016 million, other non-current liabilities increased by NT$1,610 million, additional paid-in capital decreased by NT$100 million, retained earnings increased by NT$89 million and other adjusting items in equity decreased by NT$44 million.
vii. The Company decreased its equity interests in a foreign operation through capital reduction and return of capital, and the differences of the accumulated currency translation adjustments before and after the capital reduction is recognized in profit or loss under R.O.C. SFAS. Under IAS 21 “The Effects of Changes in Foreign Exchange Rates”, as the entity did not lose control over its foreign operations, the Company was not considered to have a partial disposal of its foreign operations. Accordingly, none of the accumulated currency translation adjustments associated with the foreign operations were reclassified to profit or loss. This difference resulted in the decrease of retained earnings by NT$233 million and an increase in other adjusting items in equity by NT$233 million
viii. Other adjustments would cause available-for-sale financial assets, noncurrent to increase by NT$5 million, financial assets measured at cost, noncurrent to increase by NT$3 million, other non-current assets to decrease by NT$22 million, additional paid-in capital to increase by NT$9 million, retained earnings to increase by NT$100 million and other adjusting items in equity to decrease by NT$123 million.
122
c. Material adjustments to the consolidated statement of comprehensive income for the year ended December 31, 2012
i. Under TIFRSs, the acquisition of a non-controlling interest is not within the scope of business combination, and therefore, it is not in the scope of exemptions for business combination in TIFRS 1, “First-time Adoption of International Financial Reporting Standards”. As a result, a retroactive adjustment is required to adjust the differences for acquisitions of non-controlling interests prior to the transition date. This would cause cost of goods sold to increase by NT$75 million, operating expenses to increase by NT$2 million and non-operating income to decrease by NT$1,174 million, primarily due to additional depreciation and impairment loss arising from the transition date adjustments to property, plant and equipment.
ii. The Company decreased its equity interests in a foreign operation through capital reduction and return of capital, and the differences of the accumulated currency translation adjustments before and after the capital reduction is recognized in profit or loss under R.O.C. SFAS. Under IAS 21 “The Effects of Changes in Foreign Exchange Rates”, as the entity did not lose control over its foreign operations, the company was not considered to have partially disposed of its foreign operations. Accordingly, none of the accumulated currency transaction adjustments associated with the foreign operations were reclassified to profit or loss. This difference resulted in the decrease in non-operating income by NT$233 million.
iii. Other adjustments would cause cost of goods sold to increase by NT$27 million, operating expenses to decrease by NT$243 million, other operating expenses to increase by NT$2,791 million, non-operating income to increase by NT$2,433 million and income tax expense to increase by NT$17 million.
123
ATTACHMENT 1 (Significant intercompany transactions between consolidated entities) | ||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||
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For the year ended December 31, 2013 |
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| Transactions | |||||||
No. (Note 1) |
| Related Party |
| Counterparty |
| Relationship with the Company (Note 2) |
| Account |
| Amount |
| Terms (Note 3) | Percentage of consolidated operating revenues or consolidated total assets (Note 4) | |
0 |
| UNITED MICROELECTRONICS CORPORATION |
| UMC GROUP (USA) |
| 1 |
| Sales |
| $52,581,667 |
| Net 60 days |
| 42% |
0 |
| UNITED MICROELECTRONICS CORPORATION |
| UMC GROUP (USA) |
| 1 |
| Accounts receivable |
| 5,599,526 |
| - |
| 2% |
0 |
| UNITED MICROELECTRONICS CORPORATION |
| UMC JAPAN |
| 1 |
| Sales |
| 403,888 |
| Net 60 days |
| 0% |
0 |
| UNITED MICROELECTRONICS CORPORATION |
| UMC GROUP JAPAN |
| 1 |
| Sales |
| 3,885,762 |
| Net 60 days |
| 3% |
0 |
| UNITED MICROELECTRONICS CORPORATION |
| UMC GROUP JAPAN |
| 1 |
| Accounts receivable |
| 845,690 |
| - |
| 0% |
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For the year ended December 31, 2012 |
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| Transactions | |||||||
No. (Note 1) |
| Related Party |
| Counterparty |
|
Relationship with the Company (Note 2) |
| Account |
| Amount |
| Terms (Note 3) |
| Percentage of consolidated operating revenues or consolidated total assets (Note 4) |
0 |
| UNITED MICROELECTRONICS CORPORATION |
| UMC GROUP (USA) |
| 1 |
| Sales |
| 49,403,054 |
| Net 60 days |
| 43% |
0 |
| UNITED MICROELECTRONICS CORPORATION |
| UMC GROUP (USA) |
| 1 |
| Accounts receivable |
| 4,645,653 |
| - |
| 2% |
0 |
| UNITED MICROELECTRONICS CORPORATION |
| UMC JAPAN |
| 1 |
| Sales |
| 1,060,035 |
| Net 60 days |
| 1% |
0 |
| UNITED MICROELECTRONICS CORPORATION |
| UMC JAPAN |
| 1 |
| Accounts receivable |
| 180,275 |
| - |
| 0% |
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Note 1: UMC and its subsidiaries are coded as follows: | ||||||||||||||
1. UMC is coded "0". | ||||||||||||||
2. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above. | ||||||||||||||
Note 2: Transactions are categorized as follows: | ||||||||||||||
1. The holding company to subsidiary. | ||||||||||||||
2. Subsidiary to holding company. | ||||||||||||||
3. Subsidiary to subsidiary. | ||||||||||||||
Note 3: The sales price to the above related parties was determined through mutual agreement based on the market conditions. | ||||||||||||||
Note 4: The percentage with respect to the consolidated asset/liability for transactions of balance sheet items are based on each item's balance at period-end. | ||||||||||||||
For profit or loss items, cumulative balances are used as basis. | ||||||||||||||
124
ATTACHMENT 2 (Financing provided to others for the year ended December 31, 2013) | ||||||||||||||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||||||||||||||||
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TERA ENERGY DEVELOPMENT CO., LTD | ||||||||||||||||||||||||||||||||
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| Collateral |
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No. (Note 1) |
| Lender |
| Counter-party |
| Financial statement account |
| Related Party |
| Maximum balance for the period |
| Ending balance |
| Actual amount provided |
| Interest rate |
| Nature of financing |
| Amount of sales to (purchases from) counter-party |
| Reason for financing |
| Allowance for doubtful accounts |
| Item |
| Value |
| Limit of financing amount for individual counter-party (Note2) |
| Limit of total financing amount (Note2) |
1 |
| TERA ENERGY DEVELOPMENT CO., LTD. | TIPPING POINT ENERGY COC PPA SPE-1, LLC | Other receivables |
| No |
| $2,866 |
| $2,800 |
| $2,800 |
| 9.00% |
| Need for operating | $2,800 |
| - |
| $2,800 |
| None |
| $-
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| $42,707 |
| $68,332 | |||
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NEXPOWER TECHNOLOGY CORPORATION | ||||||||||||||||||||||||||||||||
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| Collateral |
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No. (Note 1) |
| Lender |
| Counter-party |
| Financial statement account |
| Related Party |
| Maximum balance for the period |
| Ending balance |
| Actual amount provided |
| Interest rate |
| Nature of financing |
| Amount of sales to (purchases from) counter-party |
| Reason for financing |
| Allowance for doubtful accounts |
| Item |
| Value |
| Limit of financing amount for individual counter-party (Note3) |
| Limit of total financing amount (Note3) |
1 |
| NEXPOWER TECHNOLOGY CORPORATION | SOCIALNEX ITALIA 1 S.R.L. | Other receivables - related parties | Yes |
| $16,424 |
| $12,318 |
| $12,318 |
| 7.00% |
| Need for operating | $93,662 |
| - |
| $- |
| None |
| $- |
| $93,662 |
| $1,612,879 | ||||
1 |
| NEXPOWER TECHNOLOGY CORPORATION | SOCIALNEX ITALIA 1 S.R.L. | Other receivables - related parties | Yes |
| 2,464 |
| - |
| - |
| 7.00% |
| The need for short-term financing | - |
| Business turnover | - |
| None |
| - |
| 201,610 |
| 1,612,879 | |||||
1 |
| NEXPOWER TECHNOLOGY CORPORATION | SOCIALNEX ITALIA 1 S.R.L. | Other receivables - related parties | Yes |
| 64,685 |
| - |
| - |
| 6.50% |
| The need for short-term financing | - |
| Business turnover | - |
| None |
| - |
| 201,610 |
| 1,612,879 | |||||
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Note 1: The Company and its subsidiaries are coded as follows: | ||||||||||||||||||||||||||||||||
(i) The Company is coded "0". | ||||||||||||||||||||||||||||||||
(ii) The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above. | ||||||||||||||||||||||||||||||||
Note 2: Limit of financing amount for individual counter-party including guarantee amount shall not exceed 25% of the lender's net assets value as of the period or the needed amount for operation, which is higher. | ||||||||||||||||||||||||||||||||
Limit of total financing amount shall not exceed 40% of the lender's net assets of value as of December 31, 2013. | ||||||||||||||||||||||||||||||||
Note 3: Limit of financing amount for individual counter-party shall not exceed 5% of the lender's net assets value as of the period or the needed amount for operation, which is lower. | ||||||||||||||||||||||||||||||||
Limit of total financing amount shall not exceed 40% of the lender's net assets of value as of December 31, 2013. | ||||||||||||||||||||||||||||||||
125
ATTACHMENT 3 (Endorsement/Guarantee provided to others for the year ended December 31, 2013) | ||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||||
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UNITED MICROELECTRONICS CORPORATION | ||||||||||||||||||||
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| Receiving party |
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No. (Note 1) |
| Endorsor/Guarantor |
| Company name |
| Releationship (Note 2) | Limit of guarantee/endorsement amount for receiving party (Note 3) |
| Maximum balance for the period (Note 5) | Ending balance (Note 5) | Actual amount provided (Note 5) |
| Amount of collateral guarantee/endorsement |
| Percentage of accumulated guarantee amount to net assets value from the latest financial statement |
| Limit of total guarantee/endorsement amount (Note 4) | |||
0 |
| UNITED MICROELECTRONICS CORPORATION | NEXPOWER TECHNOLOGY CORPORATION | 3 |
| $10,406,059 |
| $1,400,000 |
| $1,400,000 |
| $1,385,000 |
| $- |
| 0.67% |
| $41,624,238 | ||
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Note 1: The Company and its subsidiaries are coded as follows: 1. The Company is coded "0". 2. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above Note 2: According to the "Guidelines Governing the Preparation of Financial Reports by Securities Issuers" issued by the R.O.C. Securities and Futures Bureau,receiving parties should be disclosed as one of the following: 1. A company that has a business relationship with UMC. 2. A subsidary in which UMC holds directly over 50% of equity interest. 3. An investee in which UMC and its subsidiaries hold over 50% of equity interest. 4. An investee in which UMC holds directly and indirectly over 50% of equity interest. 5. A company that has provided guarantees to UMC, and vice versa, due to contractual requirements. 6. An investee in which UMC conjunctly invests with other shareholders, and for which UMC has provided endorsement/guarantee in proportion toits shareholding percentage. Note 3: The amount of guarantees/endorsements shall not exceed 20% of the net worth of UMC; and the ceilings on the amount of guarantees/endorsements for any single entity are as follows: 1. The amount of guarantees/endorsements for any single entity shall not exceed 5% of net worth of UMC. 2. The amount of guarantees/endorsements for a company which UMC does business with, except the ceiling rules abovementioned shall not exceed the needed amounts arising frombusiness dealings which is the higher amount of total sales or purchase transactions between UMC and the receiving party. The aggregate amount of guarantees/endorsements that the Company as a whole is permitted to make shall not exceed 40% of the Company's net worth, and the aggregate amount ofguarantees/endorsements for any single entity shall not exceed 20% of the Company's net worth. Note 4: Limit of total guarantee/endorsement amount shall not exceed 20% of UMC's net assets value as of December 31, 2013. Note 5: On December 19, 2012, the board of directors resolved to provide endorsement to NEXPOWER's syndicated loan from banks including Bank of Taiwan for the amount up to NT$ 1,400 million.As of December 31, 2013, actual amount provided was NT$1,385 million. | ||||||||||||||||||||
126
ATTACHMENT 4 (Securities held as of December 31, 2013)(Excluding subsidiaries, associates and joint ventures) | ||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||
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UNITED MICROELECTRONICS CORPORATION | ||||||||||||||||||
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| December 31, 2013 |
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Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Bonds |
| CATHAY FINANCIAL HOLDING CO., LTD. |
| - |
| Financial assets at fair value through profit or loss, current |
| 380 |
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| $398,681 |
| - |
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| $398,681 |
| None |
Stock |
| ACTION ELECTRONICS CO., LTD. |
| - |
| Financial assets at fair value through profit or loss, current |
| 18,182 |
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| 113,820 |
| 6.44 |
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| 113,820 |
| None |
Stock |
| MICRONAS SEMICONDUCTOR HOLDING AG |
| - |
| Financial assets at fair value through profit or loss, current |
| 280 |
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| 66,059 |
| 0.94 |
|
| 66,059 |
| None |
Stock |
| KING YUAN ELECTRONICS CO., LTD. |
| - |
| Financial assets at fair value through profit or loss, current |
| 2,675 |
|
| 54,704 |
| 0.22 |
|
| 54,704 |
| None |
Stock |
| UNIMICRON TECHNOLOGY CORP. |
| - |
| Available-for-sale financial assets, current |
| 94,442 |
|
| 2,134,379 |
| 6.14 |
|
| 2,134,379 |
| None |
Stock |
| SILICON INTEGRATED SYSTEMS CORP. |
| The Company's director |
| Available-for-sale financial assets, noncurrent |
| 120,892 |
|
| 1,075,939 |
| 19.70 |
|
| 1,075,939 |
| None |
Stock |
| UNIMICRON HOLDING LIMITED |
| - |
| Available-for-sale financial assets, noncurrent |
| 20,000 |
|
| 518,520 |
| 17.67 |
|
| 518,520 |
| None |
Stock |
| UNITED FU SHEN CHEN TECHNOLOGY CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 17,511 |
|
| - |
| 15.75 |
|
| - |
| None |
Stock |
| FARADAY TECHNOLOGY CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 57,067 |
|
| 2,379,695 |
| 13.98 |
|
| 2,379,695 |
| None |
Stock |
| ASIA PACIFIC MICROSYSTEMS, INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 21,224 |
|
| 113,126 |
| 13.52 |
|
| 113,126 |
| None |
Stock |
| HOLTEK SEMICONDUCTOR INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 29,570 |
|
| 1,404,587 |
| 13.07 |
|
| 1,404,587 |
| None |
Stock |
| ITE TECH. INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 13,960 |
|
| 357,375 |
| 9.08 |
|
| 357,375 |
| None |
Stock |
| AMIC TECHNOLOGY CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 5,627 |
|
| - |
| 8.10 |
|
| - |
| None |
Stock |
| UNITED INDUSTRIAL GASES CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 16,680 |
|
| 964,253 |
| 7.66 |
|
| 964,253 |
| None |
Stock |
| UNIMICRON TECHNOLOGY CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 101,694 |
|
| 2,298,294 |
| 6.61 |
|
| 2,298,294 |
| None |
Stock |
| PROMOS TECHNOLOGIES INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 164,990 |
|
| - |
| 6.49 |
|
| - |
| None |
Stock |
| SUBTRON TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 12,521 |
|
| 174,289 |
| 4.23 |
|
| 174,289 |
| None |
Stock |
| NOVATEK MICROELECTRONICS CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 16,445 |
|
| 2,006,240 |
| 2.70 |
|
| 2,006,240 |
| None |
Stock |
| EPISTAR CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 21,215 |
|
| 1,217,740 |
| 2.27 |
|
| 1,217,740 |
| None |
Stock |
| KING YUAN ELECTRONICS CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 23,158 |
|
| 473,575 |
| 1.94 |
|
| 473,575 |
| None |
Stock |
| TOPOINT TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,315 |
|
| 27,685 |
| 0.83 |
|
| 27,685 |
| None |
Fund |
| VIETNAM INFRASTRUCTURE LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 5,000 |
|
| 56,434 |
| - |
|
| 56,434 |
| None |
Stock-Preferred stock |
| TAIWAN HIGH SPEED RAIL CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 30,000 |
|
| 312,600 |
| - |
|
| 312,600 |
| None |
Stock |
| PIXTECH, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 9,883 |
|
| - |
| 17.63 |
|
| Note |
| None |
Stock |
| OCTTASIA INVESTMENT HOLDING INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 6,692 |
|
| 196,071 |
| 9.29 |
|
| Note |
| None |
127
ATTACHMENT 4 (Securities held as of December 31, 2013)(Excluding subsidiaries, associates and joint ventures) | ||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED MICROELECTRONICS CORPORATION | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2013 |
|
| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Stock |
| EMIVEST AEROSPACE CORP. |
| - |
| Financial assets measured at cost, noncurrent |
| 1,124 |
|
| $- |
| 1.50 |
|
| Note |
| None |
Stock-Preferred stock |
| MTIC HOLDINGS PTE. LTD. |
| - |
| Financial assets measured at cost, noncurrent |
| 12,000 |
|
| 263,460 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| TONBU, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 938 |
|
| - |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| AETAS TECHNOLOGY INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 1,166 |
|
| - |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| TASHEE GOLF & COUNTRY CLUB |
| - |
| Financial assets measured at cost, noncurrent |
| 0 |
|
| 60 |
| - |
|
| N/A |
| None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of December 31, 2013. | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FORTUNE VENTURE CAPITAL CORP. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2013 |
|
| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Stock |
| CLIENTRON CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 17,675 |
|
| $176,797 |
| 19.64 |
|
| $176,797 |
| None |
Stock |
| OCULON OPTOELECTRONICS INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,947 |
|
| - |
| 11.73 |
|
| - |
| None |
Stock |
| BCOM ELECTRONICS INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,572 |
|
| 15,436 |
| 11.73 |
|
| 15,436 |
| None |
Stock |
| EVERGLORY RESOURCE TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 2,500 |
|
| 47,139 |
| 10.23 |
|
| 47,139 |
| None |
Stock |
| UWIZ TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 4,530 |
|
| 52,593 |
| 9.61 |
|
| 52,593 |
| None |
Stock |
| PRIMESENSOR TECHNOLOGY INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,225 |
|
| 15,721 |
| 9.30 |
|
| 15,721 |
| None |
Stock |
| ADVANCE MATERIALS CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 11,910 |
|
| 114,347 |
| 8.67 |
|
| 114,347 |
| None |
Stock |
| AREC INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,109 |
|
| 11,975 |
| 8.66 |
|
| 11,975 |
| None |
Stock |
| AWISE FIBER TECH. CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,519 |
|
| 5,969 |
| 8.31 |
|
| 5,969 |
| None |
Stock |
| EPITRON TECHNOLOGY INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 2,450 |
|
| 24,500 |
| 7.90 |
|
| 24,500 |
| None |
Stock |
| ELE-CON TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 2,530 |
|
| 55,660 |
| 7.83 |
|
| 55,660 |
| None |
Stock |
| ANDES TECHNOLOGY CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 3,464 |
|
| 24,037 |
| 7.28 |
|
| 24,037 |
| None |
Stock |
| BORA PHARMACEUTICALS CO., LTD. (formerly BOBA CORP.) |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,500 |
|
| 41,910 |
| 7.19 |
|
| 41,910 |
| None |
Stock |
| PRINCEDOM PRECISION CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 992 |
|
| 5,454 |
| 7.19 |
|
| 5,454 |
| None |
Stock |
| SHIN-ETSU HANDOTAI TAIWAN CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 10,500 |
|
| 105,000 |
| 7.00 |
|
| 105,000 |
| None |
Stock |
| MERIDIGEN BIOTECH CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,800 |
|
| 18,000 |
| 6.74 |
|
| 18,000 |
| None |
128
ATTACHMENT 4 (Securities held as of December 31, 2013)(Excluding subsidiaries, associates and joint ventures) | ||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FORTUNE VENTURE CAPITAL CORP. | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2013 |
|
| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Stock |
| EXCELLENCE OPTOELECTRONICS INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 8,529 |
|
| $98,903 |
| 6.62 |
|
| $98,903 |
| None |
Stock |
| CANDMARK ELECTROPTICS CO., LTD. (formerly CANDMARK ENTERPRISE CO., LTD.) | - |
| Available-for-sale financial assets, noncurrent |
| 3,801 |
|
| 70,698 |
| 5.30 |
|
| 70,698 |
| None | |
Stock |
| ACTI CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,874 |
|
| 95,587 |
| 5.29 |
|
| 95,587 |
| None |
Stock |
| ANOTO TAIWAN CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 157 |
|
| - |
| 5.05 |
|
| - |
| None |
Stock |
| LUMITEK CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,785 |
|
| 9,050 |
| 4.81 |
|
| 9,050 |
| None |
Stock |
| LUMINESCENCE TECHNOLOGY CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 524 |
|
| 18,328 |
| 4.52 |
|
| 18,328 |
| None |
Stock |
| AMOD TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 287 |
|
| 6,544 |
| 4.33 |
|
| 6,544 |
| None |
Stock |
| SOLID STATE SYSTEM CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 3,000 |
|
| 106,800 |
| 4.28 |
|
| 106,800 |
| None |
Stock |
| WALTOP INTERNATIONAL CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,275 |
|
| 19,123 |
| 4.02 |
|
| 19,123 |
| None |
Stock |
| MOBILE DEVICES INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 2,309 |
|
| - |
| 3.96 |
|
| - |
| None |
Stock |
| DAWNING LEADING TECHNOLOGY INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 10,133 |
|
| 116,530 |
| 3.89 |
|
| 116,530 |
| None |
Stock |
| POWERTEC ENERGY CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 18,700 |
|
| 56,100 |
| 3.76 |
|
| 56,100 |
| None |
Stock |
| HITOP COMMUNICATIONS CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 481 |
|
| 2,564 |
| 3.72 |
|
| 2,564 |
| None |
Stock |
| SUBTRON TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 10,129 |
|
| 140,993 |
| 3.43 |
|
| 140,993 |
| None |
Stock |
| TOPOINT TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 4,907 |
|
| 103,289 |
| 3.11 |
|
| 103,289 |
| None |
Stock |
| DRAMEXCHANGE TECH. INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 336 |
|
| 5,400 |
| 2.48 |
|
| 5,400 |
| None |
Stock |
| SUPERALLOY INDUSTRIAL CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 4,603 |
|
| 291,401 |
| 2.33 |
|
| 291,401 |
| None |
Stock |
| CRYSTALWISE TECHNOLOGY INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 3,906 |
|
| 107,617 |
| 2.28 |
|
| 107,617 |
| None |
Stock |
| EGIS TECHNOLOGY INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,134 |
|
| 5,487 |
| 2.17 |
|
| 5,487 |
| None |
Stock |
| LICO TECHNOLOGY CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 2,520 |
|
| - |
| 2.03 |
|
| - |
| None |
Stock |
| JMICRON TECHNOLOGY CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,475 |
|
| 38,973 |
| 2.00 |
|
| 38,973 |
| None |
Stock |
| HIGH POWER OPTOELECTRONICS, INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,530 |
|
| - |
| 0.81 |
|
| - |
| None |
Stock |
| ASIA PACIFIC MICROSYSTEMS, INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 678 |
|
| 3,613 |
| 0.43 |
|
| 3,613 |
| None |
Stock |
| MERCURIES LIFE INSURANCE CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 4,813 |
|
| 102,524 |
| 0.39 |
|
| 102,524 |
| None |
Stock |
| TXC CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 666 |
|
| 24,057 |
| 0.22 |
|
| 24,057 |
| None |
129
ATTACHMENT 4 (Securities held as of December 31, 2013)(Excluding subsidiaries, associates and joint ventures) | ||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FORTUNE VENTURE CAPITAL CORP. | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2013 |
|
| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Stock |
| UNITED MICROELECTRONICS CORP. |
| Investor company |
| Available-for-sale financial assets, noncurrent |
| 16,079 |
|
| $198,572 |
| 0.13 |
|
| $198,572 |
| None |
Stock |
| DARCHUN VENTURE CORP. |
| - |
| Financial assets measured at cost, noncurrent |
| 3,510 |
|
| 35,100 |
| 19.65 |
|
| Note |
| None |
Stock |
| GOLDEN TECHNOLOGY VENTURE CAPITAL INVESTMENT CORP. | - |
| Financial assets measured at cost, noncurrent |
| 2,031 |
|
| 19,190 |
| 10.67 |
|
| Note |
| None | |
Stock |
| NCTU SPRING I TECHNOLOGY VENTURE CAPITAL INVESTMENT CORP. | - |
| Financial assets measured at cost, noncurrent |
| 269 |
|
| - |
| 10.06 |
|
| Note |
| None | |
Stock |
| RISELINK VENTURE CAPITAL CORP. |
| - |
| Financial assets measured at cost, noncurrent |
| 5,998 |
|
| 56,616 |
| 6.67 |
|
| Note |
| None |
Stock |
| PARAWIN VENTURE CAPITAL CORP. |
| - |
| Financial assets measured at cost, noncurrent |
| 4,000 |
|
| 31,896 |
| 5.00 |
|
| Note |
| None |
Stock |
| IBT VENTURE CORP. |
| - |
| Financial assets measured at cost, noncurrent |
| 387 |
|
| 2,385 |
| 3.81 |
|
| Note |
| None |
Stock |
| ANIMATION TECHNOLOGIES INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 525 |
|
| - |
| 3.16 |
|
| Note |
| None |
Stock |
| FIRST INTERNATIONAL TELECOM CORP. |
| - |
| Financial assets measured at cost, noncurrent |
| 4,610 |
|
| - |
| 1.02 |
|
| Note |
| None |
Fund |
| IGLOBE PARTNERS FUND, L.P. |
| - |
| Financial assets measured at cost, noncurrent |
| - |
|
| 37,351 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| AEVOE INTERNATIONAL LTD. |
| - |
| Financial assets measured at cost, noncurrent |
| 4,170 |
|
| 181,286 |
| - |
|
| N/A |
| None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of December 31, 2013. | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TLC CAPITAL CO., LTD. | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2013 |
|
| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Convertible bonds |
| APEX BIOTECHNOLOGY CORP. |
| - |
| Financial assets at fair value through profit or loss, noncurrent |
| 220 |
|
| $22,990 |
| - |
|
| $22,990 |
| None |
Stock |
| BEAUTY ESSENTIALS INTERNATIONAL LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 150,500 |
|
| 137,209 |
| 17.41 |
|
| 137,209 |
| None |
Stock |
| SUPERALLOY INDUSTRIAL CO., LTD. |
| - | �� | Available-for-sale financial assets, noncurrent |
| 9,804 |
|
| 620,683 |
| 4.96 |
|
| 620,683 |
| None |
Stock |
| TOPOINT TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 6,409 |
|
| 134,904 |
| 4.06 |
|
| 134,904 |
| None |
Stock |
| CANDMARK ELECTROPTICS CO., LTD. (formerly CANDMARK ENTERPRISE CO., LTD.) | - |
| Available-for-sale financial assets, noncurrent |
| 2,772 |
|
| 51,564 |
| 3.87 |
|
| 51,564 |
| None | |
Stock |
| POWERTEC ENERGY CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 18,700 |
|
| 56,100 |
| 3.76 |
|
| 56,100 |
| None |
Stock |
| ASIA PACIFIC MICROSYSTEMS, INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 5,837 |
|
| 31,110 |
| 3.72 |
|
| 31,110 |
| None |
Stock |
| MONTAGE TECHNOLOGY GROUP LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 672 |
|
| 326,826 |
| 2.54 |
|
| 326,826 |
| None |
Stock |
| COLAND HOLDINGS LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,344 |
|
| 111,403 |
| 1.73 |
|
| 111,403 |
| None |
Stock |
| SIMPLO TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 4,970 |
|
| 656,014 |
| 1.61 |
|
| 656,014 |
| None |
130
ATTACHMENT 4 (Securities held as of December 31, 2013)(Excluding subsidiaries, associates and joint ventures) | ||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||
TLC CAPITAL CO., LTD. | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2013 |
|
| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Stock |
| CHIPMOS TECHNOLOGIES INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 9,750 |
|
| $277,388 |
| 1.16 |
|
| $277,388 |
| None |
Stock |
| TXC CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,978 |
|
| 71,405 |
| 0.64 |
|
| 71,405 |
| None |
Stock |
| CANDO CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 3,759 |
|
| 21,840 |
| 0.55 |
|
| 21,840 |
| None |
Stock |
| E-ONE MOLI ENERGY CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,114 |
|
| 9,984 |
| 0.44 |
|
| 9,984 |
| None |
Stock |
| MERCURIES LIFE INSURANCE CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 5,227 |
|
| 111,330 |
| 0.43 |
|
| 111,330 |
| None |
Stock |
| KU6 MEDIA CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 0.078 |
|
| - |
| 0.00 |
|
| - |
| None |
Stock-Preferred stock |
| TOUCH MEDIA INTERNATIONAL HOLDINGS |
| - |
| Financial assets measured at cost, noncurrent |
| 7,575 |
|
| 293,729 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| YETI GROUP LTD. |
| - |
| Financial assets measured at cost, noncurrent |
| 14,356 |
|
| 265,326 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| WINKING ENTERTAINMENT LTD. |
| - |
| Financial assets measured at cost, noncurrent |
| 3,411 |
|
| 134,894 |
| - |
|
| N/A |
| None |
Stock |
| WINKING ENTERTAINMENT LTD. |
| - |
| Financial assets measured at cost, noncurrent |
| 819 |
|
| 242 |
| - |
|
| Note |
| None |
Fund |
| H&QAP GREATER CHINA GROWTH FUND, L.P. |
| - |
| Financial assets measured at cost, noncurrent |
| - |
|
| 28,131 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| YOUJIA GROUP LTD. |
| - |
| Financial assets measured at cost, noncurrent |
| 2,037 |
|
| 74,731 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| ALO7.COM LTD. |
| - |
| Financial assets measured at cost, noncurrent |
| 1,168 |
|
| 74,432 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| ADWO MEDIA HOLDINGS LTD. |
| - |
| Financial assets measured at cost, noncurrent |
| 548 |
|
| 43,912 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| COOLTRANS INTERNATIONAL INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 11,667 |
|
| 203,490 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| IMO, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 4,412 |
|
| 89,226 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| IAPPPAY TECHNOLOGY LTD. |
| - |
| Financial assets measured at cost, noncurrent |
| 1,004 |
|
| 103,355 |
| - |
|
| N/A |
| None |
Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of December 31, 2013. | ||||||||||||||||||
UNITRUTH INVESTMENT CORP. | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2013 |
|
| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Stock |
| OCULON OPTOELECTRONICS INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,288 |
|
| $- |
| 7.77 |
|
| $- |
| None |
Stock |
| AREC INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 986 |
|
| 10,644 |
| 7.70 |
|
| 10,644 |
| None |
Stock |
| BCOM ELECTRONICS INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,030 |
|
| 10,110 |
| 7.68 |
|
| 10,110 |
| None |
Stock |
| UWIZ TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 3,410 |
|
| 39,593 |
| 7.24 |
|
| 39,593 |
| None |
Stock |
| AWISE FIBER TECH.CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,089 |
|
| 4,278 |
| 5.95 |
|
| 4,278 |
| None |
131
ATTACHMENT 4 (Securities held as of December 31, 2013)(Excluding subsidiaries, associates and joint ventures) | ||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITRUTH INVESTMENT CORP. | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2013 |
|
| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Stock |
| EXCELLENCE OPTOELECTRONICS INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 6,374 |
|
| $73,912 |
| 4.94 |
|
| $73,912 |
| None |
Stock |
| EPITRON TECHNOLOGY INC.
|
| - |
| Available-for-sale financial assets, noncurrent |
| 1,528 |
|
| 15,283 |
| 4.93 |
|
| 15,283 |
| None |
Stock |
| EVERGLORY RESOURCE TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,200 |
|
| 22,627 |
| 4.91 |
|
| 22,627 |
| None |
Stock |
| PRINCEDOM PRECISION CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 661 |
|
| 3,636 |
| 4.79 |
|
| 3,636 |
| None |
Stock |
| ADVANCE MATERIALS CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 6,039 |
|
| 57,978 |
| 4.39 |
|
| 57,978 |
| None |
Stock |
| AMOD TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 252 |
|
| 5,741 |
| 3.80 |
|
| 5,741 |
| None |
Stock |
| ELE-CON TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,190 |
|
| 26,189 |
| 3.69 |
|
| 26,189 |
| None |
Stock |
| CANDMARK ELECTROPTICS CO., LTD. (formerly CANDMARK ENTERPRISE CO., LTD.) | - |
| Available-for-sale financial assets, noncurrent |
| 2,037 |
|
| 37,894 |
| 2.84 |
|
| 37,894 |
| None | |
Stock |
| DRAMEXCHANGE TECH. INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 336 |
|
| 5,400 |
| 2.48 |
|
| 5,400 |
| None |
Stock |
| WALTOP INTERNATIONAL CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 687 |
|
| 10,302 |
| 2.17 |
|
| 10,302 |
| None |
Stock |
| ACTI CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 716 |
|
| 36,508 |
| 2.02 |
|
| 36,508 |
| None |
Stock |
| EGIS TECHNOLOGY INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,016 |
|
| 4,918 |
| 1.94 |
|
| 4,918 |
| None |
Stock |
| LUMITEK CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 683 |
|
| 3,465 |
| 1.84 |
|
| 3,465 |
| None |
Stock |
| TOPOINT TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,315 |
|
| 27,685 |
| 0.83 |
|
| 27,685 |
| None |
Stock |
| SUPERALLOY INDUSTRIAL CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 1,473 |
|
| 93,248 |
| 0.74 |
|
| 93,248 |
| None |
Stock |
| MOBILE DEVICES INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 300 |
|
| - |
| 0.51 |
|
| - |
| None |
Stock |
| JMICRON TECHNOLOGY CORP. |
| - |
| Available-for-sale financial assets, noncurrent |
| 328 |
|
| 8,662 |
| 0.44 |
|
| 8,662 |
| None |
Stock |
| HIGH POWER OPTOELECTRONICS, INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 510 |
|
| - |
| 0.27 |
|
| - |
| None |
Stock |
| ASIA PACIFIC MICROSYSTEMS, INC. |
| - |
| Available-for-sale financial assets, noncurrent |
| 353 |
|
| 1,879 |
| 0.22 |
|
| 1,879 |
| None |
Stock |
| MERCURIES LIFE INSURANCE CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 2,205 |
|
| 46,972 |
| 0.18 |
|
| 46,972 |
| None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMC CAPITAL CORP. | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2013 |
|
| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Convertible bonds |
| THISMOMENT, INC. |
| - |
| Financial assets at fair value through profit or loss, noncurrent |
| 1 (Note 2) |
| USD | 1,257 |
| - |
| USD | 1,257 |
| None |
Stock |
| PARADE TECHNOLOGIES, LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 2,153 |
| USD | 16,830 |
| 2.88 |
| USD | 16,830 |
| None |
132
ATTACHMENT 4 (Securities held as of December 31, 2013)(Excluding subsidiaries, associates and joint ventures) | ||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMC CAPITAL CORP. | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2013 |
|
| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Stock |
| MONTAGE TECHNOLOGY GROUP LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 600 |
| USD | 9,786 |
| 2.27 |
| USD | 9,786 |
| None |
Stock |
| CHINA CINDA ASSET MANAGEMENT CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 100 |
| USD | 62 |
| 0.00 |
| USD | 62 |
| None |
Stock |
| OCTTASIA INVESTMENT HOLDING INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 7,035 |
| USD | 7,035 |
| 9.76 |
|
| Note 1 |
| None |
Stock-Preferred stock |
| GCT SEMICONDUCTOR, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 175 |
| USD | 1,000 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| FORTEMEDIA, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 12,241 |
| USD | 5,828 |
| - |
|
| N/A |
| None |
Fund |
| VENGLOBAL CAPITAL FUND III, L.P. |
| - |
| Financial assets measured at cost, noncurrent |
| - |
| USD | 651 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| REALLUSION (CAYMAN) HOLDING INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 1,872 |
| USD | 555 |
| - |
|
| N/A |
| None |
Fund |
| DEXON DYNAMIC INVESTMENT FUND VIII |
| - |
| Financial assets measured at cost, noncurrent |
| 9 |
| USD | 9,000 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| SIFOTONICS TECHNOLOGIES CO., LTD. |
| - |
| Financial assets measured at cost, noncurrent |
| 3,500 |
| USD | 3,000 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| NEVO ENERGY, INC. (formerly SOLARGEN ENERGY INC.) |
| - |
| Financial assets measured at cost, noncurrent |
| 4,980 |
| USD | 4,980 |
| - |
|
| N/A |
| None |
Fund |
| TRANSLINK CAPITAL PARTNERS II L.P. |
| - |
| Financial assets measured at cost, noncurrent |
| - |
| USD | 2,005 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| TRILLIANT HOLDINGS, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 4,000 |
| USD | 5,000 |
| - |
|
| N/A |
| None |
Stock |
| AICENT HOLDINGS CORP. |
| - |
| Financial assets measured at cost, noncurrent |
| 100 |
| USD | 50 |
| - |
|
| Note 1 |
| None |
Stock-Preferred stock |
| AICENT HOLDINGS CORP. |
| - |
| Financial assets measured at cost, noncurrent |
| 400 |
| USD | 200 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| SWIFTSTACK, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 842 |
| USD | 720 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| THISMOMENT, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 1,301 |
| USD | 2,000 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| NEXENTA SYSTEMS, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 2,279 |
| USD | 3,000 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| ALPINE ANALYTICS, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 1,749 |
| USD | 4,500 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| MOBILE IRON, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 1,406 |
| USD | 10,000 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| CLOUDWORDS, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 3,353 |
| USD | 4,000 |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| ZYLOGIC SEMICONDUCTOR CORP. |
| - |
| Financial assets measured at cost, noncurrent |
| 750 |
|
| - |
| - |
|
| N/A |
| None |
Stock |
| CIPHERMAX, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 95 |
|
| - |
| - |
|
| Note 1 |
| None |
Stock-Preferred stock |
| WISAIR, INC. |
| - |
| Financial assets measured at cost, noncurrent |
| 173 |
|
| - |
| - |
|
| N/A |
| None |
Stock-Preferred stock |
| EAST VISION TECHNOLOGY LTD. |
| - |
| Financial assets measured at cost, noncurrent |
| 2,770 |
|
| - |
| - |
|
| N/A |
| None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 1 : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of December 31, 2013. | ||||||||||||||||||
Note 2 : 1 bonds. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
133
ATTACHMENT 4 (Securities held as of December 31, 2013)(Excluding subsidiaries, associates and joint ventures) | ||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMC NEW BUSINESS INVESTMENT CORP. |
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
| December 31, 2013 |
|
| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Stock |
| SOLARGATE TECHNOLOGY CORPORATION |
| - |
| Available-for-sale financial assets, noncurrent |
| 12,437 |
|
| $- |
| 15.94 |
|
| $- |
| None |
Stock |
| WIN WIN PRECISION TECHNOLOGY CO., LTD. |
| - |
| Available-for-sale financial assets, noncurrent |
| 3,150 |
|
| 74,277 |
| 6.93 |
|
| 74,277 |
| None |
Stock |
| LICO TECHNOLOGY CORPORATION |
| - |
| Available-for-sale financial assets, noncurrent |
| 4,089 |
|
| - |
| 3.29 |
|
| - |
| None |
Stock |
| POWERTEC ENERGY CORPORATION |
| - |
| Available-for-sale financial assets, noncurrent |
| 10,000 |
|
| 30,000 |
| 2.01 |
|
| 30,000 |
| None |
Fund |
| PAMIRS FUND SEGREGATED PORTFOLIO II |
| - |
| Available-for-sale financial assets, noncurrent |
| 2 |
|
| 70,606 |
| - |
|
| 70,606 |
| None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EVERRICH (SHANDONG) ENERGY CO., LTD. |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
| December 31, 2013 |
|
| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Capital |
| GOLMUD SOLARGIGA ENERGY ELECTRIC POWER CO., LTD. |
| - |
| Financial assets measured at cost, noncurrent |
| - |
|
| $49,130 |
| 10.00 |
|
| Note |
| None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of December 31, 2013. | ||||||||||||||||||
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TERA ENERGY DEVELOPMENT CO., LTD |
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| December 31, 2013 |
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| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Stock |
| TIAN TAI YI ENERGY CO., LTD. |
| - |
| Financial assets measured at cost-noncurrent |
| 500 |
|
| $5,000 |
| 8.33 |
|
| Note |
| None |
Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of December 31, 2013. | ||||||||||||||||||
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NEXPOWER TECHNOLOGY CORPORATION |
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| December 31, 2013 |
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| ||||||||
Type of securities |
| Name of securities |
| Relationship |
| Financial statement account |
| Units (thousand)/ bonds/ shares (thousand) | Book value |
| Percentage of ownership (%) | Fair value/ Net assets value |
| Shares as collateral (thousand) | ||||
Stock |
| PACIFIC-GREEN INTEGRATED TECHNOLOGY INC. |
| - |
| Financial assets measured at cost-noncurrent |
| 54 |
|
| $3,244 |
| 18.00 |
|
| Note |
| None |
|
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Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of December 31, 2013. | ||||||||||||||||||
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134
ATTACHMENT 5 (Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 2013) | |||||||||||||||||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | |||||||||||||||||||||||||||||||||||
UNITED MICROELECTRONICS CORPORATION | |||||||||||||||||||||||||||||||||||
Type of securities | Name of the securities | Financial statement account | Counter-party | Relationship | Beginning balance | Addition | Disposal | Ending balance | |||||||||||||||||||||||||||
Units (thousand)/ bonds/ | Amount | Units (thousand)/ bonds/ | Amount | Units (thousand)/ bonds/ | Amount | Cost | Gain (Loss) | Units (thousand)/ bonds/ | Amount | ||||||||||||||||||||||||||
Stock | NOVATEK MICROELECTRONICS CORP. | Available-for-sale financial assets, current | Open market | - | 13,006 | $1,528,134 | - | $- | 11,840 | $1,464,468 | $366,365 | $1,098,103 | - | $- | |||||||||||||||||||||
Stock | INDUSTRIAL BANK OF TAIWAN CORP. | Available-for-sale financial assets, noncurrent | Open market | - | 118,303 | 696,804 | - | - | 118,303 | 721,648 | 696,804 | 24,844 | - | - | |||||||||||||||||||||
Stock | BEST ELITE INTERNATIONAL LIMITED | Investments accounted for under the equity method | Acquisition | - | 240,972 | 3,776,610 | 356,710 | 11,784,713 | - | - | 906,739 | 906,739 | 597,682 | 15,951,065 | |||||||||||||||||||||
Stock | WAVETEK MICROELECTRONICS CORPORATION | Investments accounted for under the equity method | UMC NEW BUSINESS INVESTMENT CORP. | Investee company | - | - | 88,213 | 960,274 | - | - | - | - | 88,213 | 337,711 | |||||||||||||||||||||
Stock | UMC JAPAN | Investments accounted for under the equity method | MACH SEMICONDUCTOR CO., LTD. | - | 6 | 2,160,926 | - | - | 4 | 48,217 | 779,853 | 839,854 | - | - | |||||||||||||||||||||
Note 1 : The amounts of beginning and ending balances of available for sale financial assets are recorded at the prevailing market prices. The amounts of beginning and ending balances of investments accounted for under the equity method include adjustment under the equity method. | |||||||||||||||||||||||||||||||||||
Note 2 : The disposal cost represents historical cost. | |||||||||||||||||||||||||||||||||||
Note 3 : The ending number of shares and amount were reclassified from available-for-sale financial assets, current to available-for-sale financial assets, noncurrent due to the exchangeable bonds have been fully exchanged and redeemed. | |||||||||||||||||||||||||||||||||||
Note 4 : The ending balance includes share of income of associates and joint ventures of NT$909,991 thousand, additional paid-in capital adjustment under equity method of NT$344,332 thousand,exchange differences on translation of foreign operations adjustment under equity method of NT$177,113 thousand, and related party unrealized gain of NT$134,955 thousand. | |||||||||||||||||||||||||||||||||||
Note 5 : The ending balance includes share of income of associates and joint ventures of NT$(253,254) thousand, additional paid-in capital adjustment under equity method of NT$349 thousand,exchange differences on translation of foreign operations adjustment under equity method of NT$13 thousand, and differences brtween investment cost and underlying equity in net assets adjustment of NT$(369,671) thousand. | |||||||||||||||||||||||||||||||||||
Note 6 : The disposal gain consists of exchange differences on translation of foreign operations adjustment under equity method recongized profit as NT$1,571,523 thousand. | |||||||||||||||||||||||||||||||||||
FORTUNE VENTURE CAPITAL CORP. | |||||||||||||||||||||||||||||||||||
Type of securities | Name of the securities | Financial statement account | Counter-party | Relationship | Beginning balance | Addition | Disposal | Ending balance | |||||||||||||||||||||||||||
Units (thousand)/ bonds/ | Amount | Units (thousand)/ bonds/ | Amount | Units (thousand)/ bonds/ | Amount | Cost | Gain (Loss) | Units (thousand)/ bonds/ | Amount | ||||||||||||||||||||||||||
Stock | TOPCELL SOLAR INTERNATIONAL CO., LTD. | Investments accounted for under the equity method | Purchase of newly issued shares | Investee company | 26,810 | $44,009 | 64,855 | $648,552 | - | $- | $- | $- | 71,363 | $436,610 | |||||||||||||||||||||
Stock | PIXART IMAGING INC. | Available-for-sale financial assets, noncurrent | Open market | - | 6,100 | 421,533 | - | - | 6,100 | 372,676 | 75,790 | 296,886 | - | - | |||||||||||||||||||||
Note 1 : The amounts of beginning and ending balances of available for sale financial assets are recorded at the prevailing market prices. The amounts of beginning and ending balances of investments accounted for under the equity method include adjustment under the equity method. | |||||||||||||||||||||||||||||||||||
Note 2 : The disposal cost represents historical cost. | |||||||||||||||||||||||||||||||||||
Note 3 : The ending balance includes the decrease of 20,302 thousand shares due to capital reduction for offsetting accumulated losses. | |||||||||||||||||||||||||||||||||||
Note 4 : The ending balance includes share of income of associates and joint ventures of NT$(179,515) thousand, retained earnings adjustment under equity method of NT$(75,790) thousand, and additional paid-in capital adjustment under equity method of NT$(646) thousand . | |||||||||||||||||||||||||||||||||||
135
ATTACHMENT 5 (Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 2013) | |||||||||||||||||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | |||||||||||||||||||||||||||||||||||
UMC NEW BUSINESS INVESTMENT CORP. | |||||||||||||||||||||||||||||||||||
Type of securities | Name of the securities | Financial statement account | Counter-party | Relationship | Beginning balance | Addition | Disposal | Ending balance | |||||||||||||||||||||||||||
Units (thousand)/ bonds/ | Amount | Units | Amount | Units (thousand)/ bonds/ | Amount | Cost | Gain (Loss) from disposal | Units (thousand)/ bonds/ | Amount | ||||||||||||||||||||||||||
Stock | WAVETEK MICROELECTRONICS CORPORATION | Investments accounted for under the equity method | UNITED MICROELECTRONICS CORPORATION | Investor company | 88,213 | $590,603 | - | $- | 88,213 | $960,274 | $590,603 | $- | - | $- | |||||||||||||||||||||
Note 1: The amounts of beginning and ending balances of investment accounted for under the equity method include adjustment under the equity method. | |||||||||||||||||||||||||||||||||||
Note 2: The disposal cost represents historical cost. | |||||||||||||||||||||||||||||||||||
Note 3: The transaction was accounted for as an organization restructuring, and the exceed of sales proceeds own carrying amount by NT$369,671 thousand and the paid-in capital-long-term investment amounting to NT$203 thousand were changed to additional paid-in capital-premium. | |||||||||||||||||||||||||||||||||||
UMC CAPITAL CORP. | |||||||||||||||||||||||||||||||||||
Type of securities | Name of the securities | Financial statement account | Counter-party | Relationship | Beginning balance | Addition | Disposal | Ending balance | |||||||||||||||||||||||||||
Units (thousand)/ bonds/ | Amount | Units | Amount | Units (thousand)/ bonds/ | Amount | Cost | Gain (Loss) from disposal | Units (thousand)/ bonds/ | Amount | ||||||||||||||||||||||||||
Stock | PARADE TECHNOLOGIES, LTD. | Available-for-sale financial assets, noncurrent | Open market | - | 3,925 | USD 29,732 | - | $- | 2,500 | USD 21,248 | USD 1,011 | USD 20,237 | 2,153 | USD 16,830 | |||||||||||||||||||||
Note 1: The amounts of beginning and ending balances of available for sale financial assets are recorded at the prevailing market prices. | |||||||||||||||||||||||||||||||||||
Note 2: The disposal cost represents historical cost. | |||||||||||||||||||||||||||||||||||
Note 3: The ending balance includes stock dividends of 728 thousand shares. |
136
ATTACHMENT 6 (Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 2013) | ||||||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||||||||
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UNITED MICROELECTRONICS CORPORATION |
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|
| Where counter-party is a related party, details of prior transactions |
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| ||||||||||||||
Name of properties | Transaction date |
| Transaction amount |
| Payment status |
| Counter-party |
| Relationship |
| Former holder of property | Relationship between former holder and acquirer of property | Date of transaction | Transaction amount | Price reference |
| Date of acquisition and status of utilization | Other commitments | ||||||
Fab |
| 2012.03.09~ 2012.08.27 | $4,404,619 |
| By the construction progress | FU TSU CONSTRUCTION CO., LTD. | Third party |
| N/A |
| N/A |
| N/A |
| N/A |
| Open Bidding |
| Manufacturing purpose |
| None | |||
Fab |
| 2012.04.30 |
| 1,068,000 |
| By the construction progress | TUNG KANG STEEL STRUCTURE CORP. | Third party |
| N/A |
| N/A |
| N/A |
| N/A |
| Open Bidding |
| Manufacturing purpose |
| None | ||
Fab |
| 2012.08.27 |
| 615,000 |
| By the construction progress | PAN ASIA (ENGINEERS & CONSTRUCTORS) CORPORATION | Third party |
| N/A |
| N/A |
| N/A |
| N/A |
| Open Bidding |
| Manufacturing purpose |
| None | ||
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137
ATTACHMENT 7 (Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 2013) | ||||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||||||
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| ||||||
Names of properties |
| Transaction date |
| Date of original acquisition |
| Book value |
| Transaction amount |
| Status of proceeds collection |
| Gain (Loss) from disposal |
| Counter-party |
| Relationship |
| Reason of disposal |
| Price reference |
| Other commitments |
None |
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138
ATTACHMENT 8 ( Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of capital stock for the year ended December 31, 2013) | |||||||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | |||||||||||||||||||||||||
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UNITED MICROELECTRONICS CORPORATION | |||||||||||||||||||||||||
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| Transactions |
| Details of non-arm's length transaction | Notes and accounts receivable (payable) |
|
| ||||||||||||||||
Counter-party |
| Relationship |
| Purchases (Sales) |
|
| Amount |
| Percentage of total purchases (sales) |
| Term |
| Unit price |
| Term |
|
| Balance |
| Percentage of total receivables (payable) | Note | ||||
UMC GROUP (USA) |
| Investee company |
| Sales |
|
| $52,581,667 |
| 48 | % |
| Net 60 Days |
| N/A |
| N/A |
|
| $5,599,526 |
|
| 37 | % |
|
|
UMC JAPAN |
| Investee company |
| Sales |
|
| 403,888 |
| 0 | % |
| Net 60 Days |
| N/A |
| N/A |
|
| - |
|
| 0 | % |
|
|
SILICON INTEGRATED SYSTEMS CORP. |
| The Company's director |
| Sales |
|
| 155,742 |
| 0 | % |
| Month-end 45 Days |
| N/A |
| N/A |
|
| 1,668 |
|
| 0 | % |
|
|
UMC GROUP JAPAN |
| Investee company |
| Sales |
|
| 3,885,762 |
| 4 | % |
| Net 60 Days |
| N/A |
| N/A |
|
| 845,690 |
|
| 6 | % |
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UMC GROUP (USA) |
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| Transactions |
| Details of non-arm's length transaction | Notes and accounts receivable (payable) |
|
| ||||||||||||||||
Counter-party |
| Relationship |
| Purchases (Sales) |
|
| Amount |
| Percentage of total purchases (sales) |
| Term |
| Unit price |
| Term |
| Balance |
| Percentage of total receivables (payable) | Note | |||||
UNITED MICROELECTRONICS CORPORATION | Investor company |
| Purchases |
| USD | 1,766,818 |
| 100 | % |
| Net 60 Days |
| N/A |
| N/A |
| USD | 187,842 |
|
| 100 | % |
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UMC JAPAN |
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| Transactions |
| Details of non-arm's length transaction | Notes and accounts receivable (payable) |
|
| ||||||||||||||||
Counter-party |
| Relationship |
| Purchases (Sales) |
|
| Amount |
| Percentage of total purchases (sales) |
| Term |
| Unit price |
| Term |
| Balance |
|
| Percentage of total receivables (payable) | Note | ||||
UNITED MICROELECTRONICS CORPORATION | Investor company |
| Purchases |
| JPY | 1,164,517 |
| 100 | % |
| Net 60 Days |
| N/A |
| N/A |
|
| - |
|
| - |
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| |
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UMC GROUP JAPAN |
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| Transactions |
| Details of non-arm's length transaction | Notes and accounts receivable (payable) |
|
| ||||||||||||||||
Counter-party |
| Relationship |
| Purchases (Sales) |
|
| Amount |
| Percentage of total purchases (sales) |
| Term |
| Unit price |
| Term |
| Balance |
| Percentage of total receivables (payable) | Note | |||||
UNITED MICROELECTRONICS CORPORATION | Investor company |
| Purchases |
| JPY | 12,350,338 |
| 100 | % |
| Net 60 Days |
| N/A |
| N/A |
| JPY | 2,976,127 |
|
| 100 | % |
|
| |
139
ATTACHMENT 9 (Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of for the year ended December 31, 2013) | ||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||||
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UNITED MICROELECTRONICS CORPORATION | ||||||||||||||||||||
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| Ending balance |
|
|
| Overdue receivables |
|
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| ||||||||
Counter-party |
| Relationship |
| Notes receivable |
| Accounts receivable |
| Other receivables |
| Total |
| Turnover rate (times) |
| Amount |
| Collection status |
| Amount received in subsequent period |
| Allowance for doubtful accounts |
UMC GROUP (USA) |
| Investee company |
| $- |
| $5,599,526 |
| $7 |
| $5,599,533 |
| 10.26 |
| $- |
| - |
| $5,599,533 |
| $7,873 |
UMC GROUP JAPAN |
| Investee company |
| - |
| 845,690 |
| 44 |
| 845,734 |
| 9.19 |
| 32,251 |
| Collection in subsequent period | 740,229 |
| - | |
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NEXPOWER TECHNOLOGY CORPORATION |
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| Ending balance |
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| Overdue receivables |
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| ||||||||
Counter-party |
| Relationship |
| Notes receivable |
| Accounts receivable |
| Other receivables |
| Total |
| Turnover rate (times) |
| Amount |
| Collection status |
| Amount received in subsequent period |
| Allowance for doubtful accounts |
SOCIALNEX ITALIA 1 S.R.L. | Investee company |
| $- |
| $- |
| $102,165 |
| $102,165 |
| - |
| $88,937 |
| Business Dunning |
| $2,053 |
| $- | |
140
ATTACHMENT 10 (Names, locations and related information of investee companies as of December 31, 2013)(Not including investment in Mainland China) | ||||||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||||||||
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UNITED MICROELECTRONICS CORPORATION |
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| ||||||||||||||||
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| Initial Investment |
| Investment as of December 31, 2013 |
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| ||||||||||||
Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
UMC GROUP (USA) |
| USA |
| IC Sales |
| USD | 16,438 |
| USD | 16,438 |
| 16,438 |
| 100.00 |
| $1,484,382 |
|
| $29,573 |
|
| $29,573 |
|
|
UNITED MICROELECTRONICS (EUROPE) B.V. | The Netherlands |
| Marketing support activities |
| USD | 5,421 |
| USD | 5,421 |
| 9 |
| 100.00 |
| 125,996 |
|
| 2,955 |
|
| 2,955 |
|
| |
UMC CAPITAL CORP. |
| Cayman Islands |
| Investment holding |
| USD | 91,500 |
| USD | 101,500 |
| 81,663 |
| 100.00 |
| 4,600,140 |
|
| 604,309 |
|
| 559,716 |
|
|
GREEN EARTH LIMITED |
| Samoa |
| Investment holding |
| USD | 10,000 |
| USD | 10,000 |
| 10,000 |
| 100.00 |
| 231,727 |
|
| (6,529) |
|
| (6,529) |
|
|
TLC CAPITAL CO., LTD. |
| Taipei City, Taiwan |
| New business investment |
|
| 6,000,000 |
|
| 6,000,000 |
| 486,150 |
| 100.00 |
| 6,254,064 |
|
| (60,972) |
|
| (60,972) |
|
|
UMC NEW BUSINESS INVESTMENT CORP. | Taipei City, Taiwan |
| Investment holding |
|
| 6,000,000 |
|
| 6,000,000 |
| 600,000 |
| 100.00 |
| 2,572,127 |
|
| (763,952) |
|
| (763,952) |
|
| |
UMC INVESTMENT (SAMOA) LIMITED |
| Samoa |
| Investment holding |
| USD | 1,520 |
| USD | 1,520 |
| 1,520 |
| 100.00 |
| 43,993 |
|
| 870 |
|
| 870 |
|
|
FORTUNE VENTURE CAPITAL CORP. |
| Taipei City, Taiwan |
| Consulting and planning for investment in new business | 5,000,053 |
|
| 5,000,053 |
| 573,800 |
| 100.00 |
| 5,403,803 |
|
| (410,959) |
|
| (417,493) |
|
| ||
UMC GROUP JAPAN |
| Japan |
| IC Sales |
| JPY | 60,000 |
|
| - |
| 1 |
| 100.00 |
| 25,606 |
|
| 24,019 |
|
| 24,019 |
|
|
UMC KOREA CO., LTD. |
| Korea |
| Marketing support activities |
| KRW | 550,000 |
|
| - |
| 110 |
| 100.00 |
| 15,979 |
|
| 452 |
|
| 452 |
|
|
OMNI GLOBAL LIMITED |
| Samoa |
| Investment holding |
| USD | 3,000 |
|
| - |
| 3,000 |
| 100.00 |
| 61,879 |
|
| (27,468) |
|
| (27,468) |
|
|
BEST ELITE INTERNATIONAL LIMITED |
| British Virgin Islands |
| Investment holding |
| USD | 235,089 |
| USD | 78,065 |
| 597,682 |
| 86.88 |
| 15,951,065 |
|
| 1,104,297 |
|
| 909,991 |
|
|
WAVETEK MICROELECTRONICS CORPORATION | Hsinchu City, Taiwan |
| GaAs Foundry service |
|
| 960,274 |
|
| - |
| 88,213 |
| 74.69 |
| 337,711 |
|
| (339,057) |
|
| (253,255) |
|
| |
MTIC HOLDINGS PTE. LTD. |
| Singapore |
| Investment holding |
| SGD | 12,000 |
| SGD | 12,000 |
| 12,000 |
| 45.44 |
| 152,713 |
|
| (65,050) |
|
| (29,556) |
|
|
MEGA MISSION LIMITED PARTNERSHIP |
| Cayman Islands |
| Investment holding |
| USD | 67,500 |
| USD | 67,500 |
| - |
| 45.00 |
| 1,977,433 |
|
| 1,055,647 |
|
| 478,438 |
|
|
NEXPOWER TECHNOLOGY CORP. |
| Taichung City, Taiwan |
| Sales and manufacturing of solar power batteries | 5,331,885 |
|
| 5,331,885 |
| 215,283 |
| 44.16 |
| 1,780,537 |
|
| (1,084,484) |
|
| (478,886) |
|
| ||
UNITECH CAPITAL INC. |
| British Virgin Islands |
| Investment holding |
| USD | 21,000
|
| USD | 21,000 |
| 21,000 |
| 42.00 |
| 687,078 |
|
| 93,140 |
|
| 39,119 |
|
|
HSUN CHIEH INVESTMENT CO., LTD. |
| Taipei City, Taiwan |
| Investment holding |
|
| 336,241 |
|
| 336,241 |
| 124,311 |
| 36.49 |
| 3,048,053 |
|
| 188,175 |
|
| 181,759 |
|
|
UNIMICRON HOLDING LIMITED |
| Samoa |
| Investment holding |
| USD | 20,000 (Note 1) | USD | 20,000 |
| 20,000 (Note 1) | 17.67 (Note 1) |
| 518,520 (Note 1) |
|
| (97,967) |
|
| (6,390) |
|
| ||
UMC JAPAN |
| Japan |
| Sales and manufacturing of integrated circuits | - |
| JPY | 20,541,353 |
| - (Note 2) |
| - (Note 2) |
| - (Note 2) |
|
| (314,804) |
|
| (314,804) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 1 : As the company lost its significant influence of UNIMICRON HOLDING LIMITED in August 2013, the investee was reclassified from Investments accounted for under the equity methodto Available-for-sale financial assets, noncurrent. | ||||||||||||||||||||||||
Note 2 : UMC JAPAN was totally disposed in November 2013. | ||||||||||||||||||||||||
141
ATTACHMENT 10 (Names, locations and related information of investee companies as of December 31, 2013)(Not including investment in Mainland China) | ||||||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FORTUNE VENTURE CAPITAL CORP. | ||||||||||||||||||||||||
|
|
|
|
|
| Initial Investment |
| Investment as of December 31, 2013 |
|
|
|
| ||||||||||||
Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
UNITRUTH INVESTMENT CORP. |
| Taipei City, Taiwan |
| Investment holding |
|
| $800,000 |
|
| $800,000 |
| 132,660 |
| 100.00 |
| $941,944 |
|
| $(95,558) |
|
| $(95,558) |
|
|
MOS ART PACK CORP. |
| Hsinchu City, Taiwan |
| IC Packaging |
|
| 290,000 |
|
| 290,000 |
| 29,000 |
| 54.45 |
| 177,849 |
|
| - |
|
| - |
| Note 1 |
TOPCELL SOLAR INTERNATIONAL CO., LTD. | Taoyuan County, Taiwan |
| Solar power cell manufacturing and sale |
|
| 1,032,692 |
|
| 384,140 |
| 71,363 |
| 26.04 |
| 436,610 |
|
| (689,334) |
|
| (179,515) |
|
| |
EXOJET TECHNOLOGY CORP. |
| Hsinchu County, Taiwan |
| Sales and manufacturing of electronic materials | 66,438 |
|
| 66,438 |
| 7,198 |
| 25.00 |
| 63,224 |
|
| (35,333) |
|
| (8,826) |
|
| ||
ALLIANCE OPTOTEK CORP. |
| Hsinchu County, Taiwan |
| Design and manufacturing of LED |
|
| 130,476 |
|
| 115,204 |
| 3,159 |
| 21.77 |
| 9,580 |
|
| (128,182) |
|
| (28,086) |
|
|
NEXPOWER TECHNOLOGY CORP. |
| Taichung City, Taiwan |
| Sales and manufacturing of solar power batteries | 718,930 |
|
| 678,000 |
| 29,194 |
| 5.99 |
| 241,452 |
|
| (1,084,484) |
|
| (55,766) |
|
| ||
CRYSTALWISE TECHNOLOGY INC. |
| Hsinchu County, Taiwan |
| Sales and manufacturing of brittle material substrates | 82,652 (Note 2) | 82,652 |
| 3,906 (Note 2) | 2.28 (Note 2) |
| 107,617 (Note 2) |
|
| (185,150) |
|
| (5,243) |
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note1 : On March 10, 2011, MOS ART PACK CORP. (MAP) reached the decesion of liquidation at it's stockholders' meeting. The Company had ceased to recognize investment income of MAP thereafter. | ||||||||||||||||||||||||
Note2 : As FORTUNE VENTURE CAPITAL CORP. lost its significant influence of CRYSTALWISE in August 2013, the investee was reclassified from Investments accounted for under the equity methodto Available-for-sale financial assets, noncurrent. | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TLC CAPITAL CO., LTD. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
| Initial Investment |
| Investment as of December 31, 2013 |
|
|
| |||||||||||||
Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
SOARING CAPITAL CORP. |
| Samoa |
| Investment holding |
| USD | 900 |
| USD | 900 |
| 900 |
| 100.00 |
| $16,075 |
|
| $(18) |
|
| $(18) |
|
|
LIST EARN ENTERPRISE INC. |
| Samoa |
| Investment holding |
| USD | 309 |
| USD | 309 |
| 309 |
| 49.00 |
| 9,798 |
|
| (182) |
|
| (89) |
|
|
ALLIANCE OPTOTEK CORP. |
| Hsinchu County, Taiwan |
| Design and manufacturing of LED |
|
| 176,373 |
|
| 122,459 |
| 6,657 |
| 45.88 |
| 20,190 |
|
| (128,182) |
|
| (54,522) |
|
|
YUNG LI INVESTMENTS, INC. |
| Taipei City, Taiwan |
| Investment holding |
|
| 280,000 |
|
| 280,000 |
| 0.28 |
| 45.16 |
| 259,034 |
|
| 88,339 |
|
| 39,895 |
|
|
CTC CAPITAL PARTNERS I, L.P. |
| Cayman Islands |
| Investment holding |
| USD | 3,872 |
| USD | 4,500 |
| - |
| 31.40 |
| 195,622 |
|
| 204,378 |
|
| 64,166 |
|
|
NEXPOWER TECHNOLOGY CORP. |
| Taichung City, Taiwan |
| Sales and manufacturing of solar power batteries | 778,019 |
|
| 778,019 |
| 28,601 |
| 5.87 |
| 236,547 |
|
| (1,084,484) |
|
| (63,621) |
|
| ||
EXOJET TECHNOLOGY CORP. |
| Hsinchu County, Taiwan |
| Sales and manufacturing of electronic materials | 8,125 |
|
| 8,125 |
| 1,250 |
| 4.34 |
| 9,647 |
|
| (35,333) |
|
| (1,533) |
|
| ||
TOPCELL SOLAR INTERNATIONAL CO., LTD. | Taoyuan County, Taiwan |
| Solar power cell manufacturing and sale |
|
| 384,140 |
|
| 384,140 |
| 6,508 |
| 2.37 |
| 56,064 |
|
| (689,334) |
|
| (16,371) |
|
| |
142
ATTACHMENT 10 (Names, locations and related information of investee companies as of December 31, 2013)(Not including investment in Mainland China) | ||||||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITRUTH INVESTMENT CORP. | ||||||||||||||||||||||||
|
|
|
|
|
| Initial Investment |
| Investment as of December 31, 2013 |
|
|
|
| ||||||||||||
Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
MOS ART PACK CORP. |
| Hsinchu City, Taiwan |
| IC Packaging |
|
| $98,690 |
|
| $98,690 |
| 9,869 |
| 18.53 |
| $60,524 |
|
| $- |
|
| $- |
| Note |
ALLIANCE OPTOTEK CORP. |
| Hsinchu County, Taiwan |
| Design and manufacturing of LED |
|
| 39,130 |
|
| 34,316 |
| 996 |
| 6.86 |
| 3,020 |
|
| (128,182) |
|
| (8,853) |
|
|
EXOJET TECHNOLOGY CORP. |
| Hsinchu County, Taiwan |
| Sales and manufacturing of electronic materials | 10,021 |
|
| 10,021 |
| 1,084 |
| 3.76 |
| 11,341 |
|
| (35,333) |
|
| (1,329) |
|
| ||
NEXPOWER TECHNOLOGY CORP. |
| Taichung City, Taiwan |
| Sales and manufacturing of solar power batteries | 309,700 |
|
| 309,700 |
| 10,990 |
| 2.25 |
| 90,895 |
|
| (1,084,484) |
|
| (24,447) |
|
| ||
TOPCELL SOLAR INTERNATIONAL CO., LTD. | Taoyuan County, Taiwan |
| Solar power cell manufacturing and sale |
|
| 165,272 |
|
| 165,272 |
| 2,815 |
| 1.03 |
| 22,407 |
|
| (689,334) |
|
| (7,082) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note : On March 10, 2011, MOS ART PACK CORP. (MAP) reached the decesion of liquidation at it's stockholders' meeting. The Company had ceased to recognize investment income of MAP thereafter. | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMC CAPITAL CORP. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
| Initial Investment |
| Investment as of December 31, 2013 |
|
|
|
| ||||||||||||
Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
UMC CAPITAL (USA) |
| USA |
| Investment holding |
| USD | 200 |
| USD | 200 |
| 200 |
| 100.00 |
| USD 486 |
| USD | 15 |
| USD | 15 |
|
|
ECP VITA PTE. LTD. |
| Singapore |
| Insurance |
| USD | 9,000 |
| USD | 9,000 |
| 9,000 |
| 100.00 |
| USD 11,954 |
| USD | 2,387 |
| USD | 2,387 |
|
|
ACHIEVE MADE INTERNATIONAL LTD. |
| British Virgin Islands |
| Internet Content Provider |
| USD | 11,035 |
| USD | 11,035 |
| 2,724 |
| 49.38 |
| USD 5,502 |
| USD | 927 |
| USD | 458 |
|
|
UC FUND II |
| Cayman Islands |
| Investment holding |
| USD | 0 |
| USD | 575 |
| 5,000 |
| 35.45 |
| USD 133 |
| USD | (133) |
| USD | (47) |
|
|
TRANSLINK CAPITAL PARTNERS I L.P. |
| Cayman Islands |
| Investment holding |
| USD | 3,382 |
| USD | 3,524 |
| - |
| 10.38 |
| USD 3,565 |
| USD | 2,921 |
| USD | 304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMC NEW BUSINESS INVESTMENT CORP. |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
| Initial Investment |
| Investment as of December 31, 2013 |
|
|
|
| ||||||||||||
Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
TERA ENERGY DEVELOPMENT CO., LTD. | Hsinchu City, Taiwan |
| Energy Technical Services |
|
| $180,000 |
|
| $180,000 |
| 18,000 |
| 100.00 |
| $170,829 |
|
| $(10,989) |
|
| $(10,911) |
|
| |
EVERRICH ENERGY CORPORATION |
| Hsinchu City, Taiwan |
| Solar engineering integrated design services |
| 247,754 |
|
| 229,263 |
| 31,272 |
| 100.00 |
| 336,978 |
|
| (37,308) |
|
| (38,883) |
|
| |
UNISTARS CORPORATION |
| Hsinchu County, Taiwan |
| High brightness LED packages |
|
| 357,240 |
|
| 268,240 |
| 21,194 |
| 78.02 |
| 138,927 |
|
| (94,209) |
|
| (69,648) |
|
|
TOPCELL SOLAR INTERNATIONAL CO., LTD. | Taoyuan County, Taiwan |
| Solar power cell manufacturing and sale |
|
| 3,404,527 |
|
| 2,054,527 |
| 170,931 |
| 62.38 |
| 1,004,383 |
|
| (689,334) |
|
| (429,980) |
|
| |
143
ATTACHMENT 10 (Names, locations and related information of investee companies as of December 31, 2013)(Not including investment in Mainland China) | ||||||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMC NEW BUSINESS INVESTMENT CORP. |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Initial Investment |
| Investment as of December 31, 2013 |
|
|
|
| ||||||||||||
Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
UNITED LIGHTING OPTO-ELECTRONIC INC. | Hsinchu City, Taiwan |
| LED lighting manufacturing and sale |
|
| $266,772 |
|
| $266,772 |
| 8,949 |
| 55.25 |
| $12,473 |
|
| $(36) |
|
| $- |
| Note | |
LTI REENERGY CO., LTD. |
| Hsinchu City, Taiwan |
| Photovoltaic inverter sale |
|
| 4,000 |
|
| 4,000 |
| 400 |
| 40.00 |
| 5,503 |
|
| 4,003 |
|
| 1,239 |
|
|
UNITED LED CORPORATION HONG KONG LIMITED | Hongkong |
| Investment holding |
| USD | 22,500 |
| USD | 22,500 |
| 22,500 |
| 39.13 |
| 481,227 |
|
| 84,003 |
|
| 35,856 |
|
| |
WINAICO IMMOBILIEN GMBH |
| Germany |
| Solar project |
| EUR | 5,900 |
| EUR | 5,900 |
| 5,900 |
| 32.78 |
| 219,150 |
|
| (26,259) |
|
| (13,802) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: On June 19, 2012, UNITED LIGHTING OPTO-ELECTRONIC INC. has filed for liquidation through a decision at its stockholders’ meeting. The Company had ceased to recognize investment income of UNITED LIGHTING OPTO-ELECTRONIC INC.thereafter. | ||||||||||||||||||||||||
| ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EVERRICH ENERGY CORPORATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
| Initial Investment |
| Investment as of December 31, 2013 |
|
|
|
| ||||||||||||
Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
EVERRICH ENERGY INVESTMENT (HK) LIMITED | Hongkong |
| Investment holding |
| USD | 3,200 |
| USD | 3,200 |
| 3,200 |
| 100.00 |
| $198,803 |
|
| $8,810 |
|
| $8,810 |
|
| |
SMART ENERGY ENTERPRISES LIMITED |
| Hongkong |
| Investment holding |
| USD | 235 |
| USD | 235 |
| 1,821 |
| 100.00 |
| 11,073 |
|
| (279) |
|
| (279) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WAVETEK MICROELECTRONICS CORPORATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
| Initial Investment |
| Investment as of December 31, 2013 |
|
|
|
| ||||||||||||
Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
WAVETEK MICROELECTRONICS INVESTMENT (HK) LIMITED | Hongkong |
| Investment holding |
| USD | 0 |
| USD | 0 |
| 0 |
| 100.00 |
| $0 |
|
| $- |
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| $- |
| Note | |
WAVETEK MICROELECTRONICS INVESTMENT (SAMOA) LIMITED | Samoa |
| Investment holding |
| USD | 300 |
| USD | - |
| 300 |
| 100.00 |
| 6,525 |
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| (2,344) |
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| (2,344) |
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Note : WAVETEK MICROELECTRONICS CORPORATION has not yet invested in WAVETEK MICROELECTRONICS INVESTMENT (HK) LIMITED. | ||||||||||||||||||||||||
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WAVETEK MICROELECTRONICS INVESTMENT (SAMOA) LIMITED | ||||||||||||||||||||||||
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| Initial Investment |
| Investment as of December 31, 2013 |
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Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
WAVETEK MICROELECTRONICS CORPORATION (USA) | USA |
| Sales and marketing service |
| USD | 60 |
| USD | - |
| 60 |
| 100.00 |
| $1,872 |
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| $84 |
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| $84 |
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144
ATTACHMENT 10 (Names, locations and related information of investee companies as of December 31, 2013)(Not including investment in Mainland China) | ||||||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||||||||
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TERA ENERGY DEVELOPMENT CO., LTD. | ||||||||||||||||||||||||
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| Initial Investment |
| Investment as of December 31, 2013 |
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Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
TERA ENERGY USA INC. |
| USA |
| Solar project |
|
| $443 |
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| $354 |
| 0 |
| 100.00 |
| $17 |
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| $(112) |
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| $(112) |
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WINAICO SOLAR PROJEKT 1 GMBH |
| Germany |
| Solar project |
| EUR | 1,120 |
| EUR | 1,120 |
| 1,120 |
| 50.00 |
| 45,947 |
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| (4,130) |
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| (2,065) |
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WINAICO IMMOBILIEN GMBH |
| Germany |
| Solar project |
| EUR | 2,160 |
| EUR | 2,160 |
| 2,160 |
| 12.00 |
| 81,542 |
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| (26,259) |
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| (6,309) |
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GREEN EARTH LIMITED |
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| Initial Investment |
| Investment as of December 31, 2013 |
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Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
DAIWA QUANTUM CAPITAL PARTNERS I, L.P. | Japan |
| Investment holding |
| USD | - |
| USD | 2,778 |
| - |
| - |
| $- |
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| $(56,512) |
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| $(7,064) |
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NEXPOWER TECHNOLOGY CORPORATION |
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| Initial Investment |
| Investment as of December 31, 2013 |
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Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
SOCIALNEX ITALIA 1 S.R.L. |
| Italy |
| Photovoltaic power plant |
| EUR | 3,637 |
| EUR | 1,855 |
| - |
| 100.00 |
| $138,424 |
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| $(8,259) |
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| $(8,259) |
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NPT HOLDING LIMITED |
| Samoa |
| Investment holding |
| USD | 0 |
| USD | 0 |
| 0 |
| 100.00 |
| 0 |
|
| - |
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| - |
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ASEPOWER 1 S.R.L. |
| Italy |
| Photovoltaic power plant |
| EUR | - |
| EUR | 814 |
| - |
| - |
| - |
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| - |
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| - |
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NPT HOLDING LIMITED |
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| Initial Investment |
| Investment as of December 31, 2013 |
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Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
NLL HOLDING LIMITED |
| Samoa |
| Investment holding |
| USD | 0 |
| USD | 0 |
| 0 |
| 100.00 |
| $0 |
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| $- |
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| $- |
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BEST ELITE INTERNATIONAL LIMITED |
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| Initial Investment |
| Investment as of December 31, 2013 |
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Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
INFOSHINE TECHNOLOGY LIMITED |
| British Virgin Islands |
| Investment holding |
| USD | 353,523 |
| USD | 353,523 |
| - |
| 100.00 |
| USD 260,466 |
| USD | 44,495 |
| USD | 44,495 |
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145
ATTACHMENT 10 (Names, locations and related information of investee companies as of December 31, 2013)(Not including investment in Mainland China) | ||||||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||||||||
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INFOSHINE TECHNOLOGY LIMITED |
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| Initial Investment |
| Investment as of December 31, 2013 |
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Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
OAKWOOD ASSOCIATES LIMITED |
| British Virgin Islands |
| Investment holding |
| USD | 354,000 |
| USD | 354,000 |
| - |
| 100.00 |
| USD 259,989 |
| USD | 44,495 |
| USD | 44,495 |
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ALLIANCE OPTOTEK CORP. |
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| Initial Investment |
| Investment as of December 31, 2013 |
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Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
LIGHT HOUSE GLOBAL INCORPORATED |
| Samoa |
| Investment holding |
| USD | 2,120 |
| USD | 2,120 |
| 2,120 |
| 100.00 |
| $27,490 |
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| $(13,441) |
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| $(13,441) |
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OMNI GLOBAL LIMITED |
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| Initial Investment |
| Investment as of December 31, 2013 |
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Investee company |
| Address |
| Main businesses and products |
| Ending balance |
| Beginning balance |
| Number of shares (thousand) |
| Percentage of ownership (%) |
| Book value |
| Net income (loss) of investee company |
| Investment income (loss) recognized |
| Note | ||||
UNITED MICROTECHNOLOGY CORPORATION | USA |
| Research & Development |
| USD | 950 |
| USD | - |
| 0 |
| 100.00 |
| $29,249 |
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| $944 |
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| $944 |
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146
ATTACHMENT 11 (Investment in Mainland China as of December 31, 2013) | ||||||||||||||||||||||||||||||||
(Amount in thousand; Currency denomination in NTD or in foreign currencies) | ||||||||||||||||||||||||||||||||
UNITED MICROELECTRONICS CORPORATION | ||||||||||||||||||||||||||||||||
Investee company | Main Businesses and Products | Total Amount of | Method of Investment | Accumulated | Investment Flows | Accumulated Outflow of Investment from Taiwan as of | Percentage of Ownership | Investment income (loss) recognized | Carrying Value as of | Accumulated Inward Remittance of Earnings as of | ||||||||||||||||||||||
Outflow |
| Inflow | Net income (loss) of investee company | |||||||||||||||||||||||||||||
UNITRUTH ADVISOR (SHANGHAI) CO., LTD. | Investment Holding and advisory | $23,840 | (ii)SOARING COPITAL CORP. | $23,840 | $- | $- | $23,840 | $(70) | 100.00% | $(70) | $13,292 | $- | ||||||||||||||||||||
SHANDONG HUAHONG ENERGY INVEST CO., INC. | Invest new energy business | 1,473,900 | (i) |
| 64,517 | - | - | 64,517 | (27,021) | 50.00% | (13,511) | 714,120 | - | |||||||||||||||||||
JINING SUNRICH SOLAR ENERGY CORP. | To construct, operate, and maintain solar power plant | 1,326,510 | (i) | 599,725 | - | - | 599,725 | (26,680) | 50.00% | (13,340) | 649,590 | - | ||||||||||||||||||||
EVERRICH (SHANDONG) ENERGY CO., LTD. | Solar engineering integrated design services | 92,380 | (ii)EVERRICH ENERGY INVESTMENT (HK) LIMITED | 92,380 | - | - | 92,380 | 9,043 | 100.00% | 9,043 | 149,719 | 90,383 | ||||||||||||||||||||
UNITED LED CORPORATION | Research, manufacturing and sales in LED epitaxial wafers | 1,549,600 | (ii)UNITED LED CORPORATION HONG KONG LIMITED |
| 603,450 | - | - | 603,450 |
| 96,045 | 39.13% | 41,005 | 459,635 | - | ||||||||||||||||||
SMART ENERGY SHANDONG CORPORATION | Solar engineering integrated design services | 5,960 | (ii)SMART ENERGY ENTERPRISES LIMITED | 5,960 | - | - | 5,960 | (264) | 100.00% | (264) | 9,639 | 19,966 | ||||||||||||||||||||
ALLIANCE OPTOTEK DONGGUAN CO., LTD. | LED lighting manufacturing and sale | 62,580 | (ii)LIGHT HOUSE GLOBAL INCORPORATED | 62,580 | - | - | 62,580 | (13,457) | 74.51% | (9,698) | 20,179 | - | ||||||||||||||||||||
HEJIAN TECHNOLOGY (SUZHOU) CO., LTD. | Sales and manufacturing of integrated circuits | 11,324,000 | (ii)OAKWOOD ASSOCIATES LIMITED | 2,326,337 | 4,679,315 | - | 7,005,652 |
| 1,321,630 | 86.88% | 1,083,908 | 15,234,386 | - | |||||||||||||||||||
UMC (BEIJING) LIMITED | Marketing support activities | 14,900 | (ii)UMC INVESTMENT | 14,900 | - | - | 14,900 | 201 | 100.00% | 201 | 15,742 | - | ||||||||||||||||||||
Accumulated Investment in Mainland China as of | Investment Amounts Authorized by Investment Commission, MOEA | Upper Limit on Investment | ||||||||||||||||||||||||||||||
$8,473,004 | $8,622,332 | $124,872,713 | ||||||||||||||||||||||||||||||
Note 1 : | The methods for engaging in investment in Mainland China include the following: | |||||||||||||||||||||||||||||||
(i) Direct investment in Mainland China. (ii) Indirectly investment in Mainland China through companies registered in a third region. (Please specify the name of the company in third region). (iii) Other methods | ||||||||||||||||||||||||||||||||
Note 2 : | The investment income (loss) recognized in current period: | |||||||||||||||||||||||||||||||
1. Please specify no investment income (loss) has been recognized due to the investment is still during development stage. | ||||||||||||||||||||||||||||||||
2. The investment income (loss) were determined based on the following basis: | ||||||||||||||||||||||||||||||||
(i) The financial report was audited and certified by an international accounting firm in cooperation with an R.O.C. accounting firm. | ||||||||||||||||||||||||||||||||
(ii) The financial statements certificated by the CPA of the parent company in Taiwan. | ||||||||||||||||||||||||||||||||
(iii) Others. | ||||||||||||||||||||||||||||||||
Note 3 : | Initial investment amounts denominated in foreign currencies are translated into New Taiwan Dollars using the spot rates at the financial report date. | |||||||||||||||||||||||||||||||
Note 4 : | TLC indirectly invest Mainland China company JINING SUNRICH SOLAR ENERGY CORP. amounted US$20,125 thousand through injecting capital to SHANDONG HUAHONG ENERGY INVEST CO., INC.(SHANDONG HUAHONG). | |||||||||||||||||||||||||||||||
Note 5 : | The Company indirectly invested in HEJIAN TECHNOLOGY (SUZHOU) CO., LTD. via investment in BEST ELITE INTERNATIONAL LIMITED (BEST ELITE), an equity investee.The Investment Commission, MOEA hasapproved to invest US$217,572 thousand in BEST ELITE's preferred stock, invest US$91,984 thousand in BEST ELITE's common stock. As of December 31, 2013, the amount of investment has been remitted. | |||||||||||||||||||||||||||||||
Note 6 : | UMC (BEIJING) LIMITED have been made in the Investment Commission, MOEA and approved US$3,000 thousand. As of December 31, 2013, the amount of investment US$2,500 thousand has not yet been remitted. |
147