EX-99.1 2 exhibit99_1.htm EX-99.1 exhibit99_1.htm - Generated by SEC Publisher for SEC Filing

 

 

 

 

 

 

UNITED MICROELECTRONICS CORPORATION

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

WITH REPORT OF INDEPENDENT ACCOUNTANTS

FOR THE THREE-MONTH PERIODS ENDED

MARCH 31, 2018 AND 2017

 

 

 

 

 

 

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


 

 

 

 

Review Report of Independent Accountants

 

To United Microelectronics Corporation

 

Introduction

 

We have reviewed the accompanying consolidated balance sheets of United Microelectronics Corporation and subsidiaries (collectively, the “Company”) as of March 31, 2018 and 2017, the related consolidated statements of comprehensive income, changes in equity and cash flows for the three-month periods ended March 31, 2018 and 2017, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”). Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” as endorsed and became effective by Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on these consolidated financial statements based on our reviews.

 

Scope of Review

 

We conducted our reviews in accordance with Statement of Auditing Standards No. 65, “Review of Financial Information Performed by the Independent Auditor of the Entity” of the Republic of China. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the Republic of China and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

Based on our reviews and the review reports of other independent accountants (please refer to the Other Matter paragraph of our report), nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of March 31, 2018 and 2017, and their consolidated financial performance and cash flows for the three-month periods ended March 31, 2018 and 2017, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

2


 

 

 

 

Emphasis of Matter – Applying for New Accounting Standards

 

We draw attention to Note 3 of the consolidated financial statements, which describes the Company and its subsidiaries applied for the International Financial Reporting Standard 9, “Financial Instruments” and 15, “Revenue from Contracts with Customers” starting from January 1, 2018, and elected not to restate the consolidated financial statements for prior periods. Our conclusion is not modified in respect of this matter.

 

Other Matter – Making Reference to the Reviews of Other Independent Accountants

 

Our review, insofar as it related to the investments accounted for under the equity method balances of NT$9,003 million and NT$6,653 million, which represented 2.34% and 1.75% of the total consolidated assets as of March 31, 2018 and 2017, respectively, the related shares of investment income from the associates and joint ventures in the amount of NT$229 million and NT$(27) million, which represented 12.34% and (2.51)% of the consolidated income from continuing operations before income tax for the three-month periods ended March 31, 2018 and 2017, respectively, and the related shares of other comprehensive income from the associates and joint ventures in the amount of NT$124 million and NT$520 million, which represented 4.45% and (34.65)% of the consolidated total comprehensive income for the three-month periods ended March 31, 2018 and 2017, respectively, are based solely on the reports of other independent accountants.

 

 

/s/ Chiu, Wan-Ju

 

 

/s/ Hsu, Hsin-Min

 

 

Ernst & Young, Taiwan

 

 

April 25, 2018

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 review such consolidated financial statements are those generally accepted and applied in the Republic of China.

3

 

 


 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31, 2018, December 31,2017 and March 31, 2017 (March 31, 2018 and 2017 are unaudited)

(Expressed in Thousands of New Taiwan Dollars)

                 
       

As of

Assets

 

Notes

 

March 31, 2018

 

December 31, 2017

 

March 31, 2017

Current assets

               

    Cash and cash equivalents

 

6(1)

 

 $                77,142,866

 

 $                81,674,572

 

 $                60,812,086

    Financial assets at fair value through profit or loss, current

 

4, 6(2), 12(7), 15

 

                       524,648

 

                       716,918

 

                       867,205

    Contract asset, current

 

4, 6(16)

 

                       135,405

 

                                 -

 

                                 -

    Notes receivable

     

                           3,852

 

                           6,283

 

                           9,290

    Accounts receivable, net

 

4, 6(3)

 

                   24,902,635

 

                   20,876,417

 

                   20,456,147

    Accounts receivable-related parties, net

 

4, 7

 

                       106,909

 

                         91,065

 

                       412,922

    Other receivables

     

                       882,293

 

                     1,175,307

 

                       729,961

    Current tax assets

     

                       626,962

 

                       507,871

 

                         21,134

    Inventories, net

 

6(4)

 

                   17,137,478

 

                   18,257,500

 

                   16,261,544

    Prepayments

     

                   12,938,608

 

                   13,209,550

 

                   10,529,368

    Other current assets

     

                     2,019,536

 

                     2,645,003

 

                     1,437,158

        Total current assets

     

                 136,421,192

 

                 139,160,486

 

                 111,536,815

                 

Non-current assets

               

    Financial assets at fair value through profit or loss, noncurrent

 

4, 6(2), 12(7), 15

 

                   13,477,592

 

                       191,005

 

                       171,700

    Financial assets at fair value through other comprehensive income, noncurrent

 

4, 6(5), 12(7)

 

                   11,279,702

 

                                 -

 

                                 -

    Available-for-sale financial assets, noncurrent

 

12(7), 15

 

                                 -

 

                   20,636,332

 

                   22,100,514

    Financial assets measured at cost, noncurrent

 

15

 

                                 -

 

                     2,218,472

 

                     2,681,254

    Investments accounted for under the equity method

 

6(6)

 

                   11,305,220

 

                   10,976,940

 

                     9,946,574

    Property, plant and equipment

 

6(7), 8

 

                 196,664,280

 

                 205,741,681

 

                 217,554,565

    Intangible assets

 

6(8), 7

 

                     3,688,381

 

                     3,787,509

 

                     3,689,888

    Deferred tax assets

 

6(21)

 

                     6,508,372

 

                     6,071,582

 

                     5,055,988

    Prepayment for equipment

     

                     1,103,785

 

                       286,090

 

                       212,844

    Refundable deposits

 

8

 

                     1,845,244

 

                     1,903,041

 

                     2,118,092

    Other noncurrent assets-others

 

8

 

                     3,266,204

 

                     3,126,024

 

                     4,310,933

        Total non-current assets

     

                 249,138,780

 

                 254,938,676

 

                 267,842,352

                 

Total assets

     

 $               385,559,972

 

 $               394,099,162

 

 $               379,379,167

                 

(continued)

 


 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31, 2018, December 31,2017 and March 31, 2017 (March 31, 2018 and 2017 are unaudited)

(Expressed in Thousands of New Taiwan Dollars)

                 
       

As of

Liabilities and Equity

 

Notes

 

March 31, 2018

 

December 31, 2017

 

March 31, 2017

Current liabilities

               

  Short-term loans

 

6(9), 6(23)

 

 $  20,167,778

 

 $  25,445,540

 

 $  18,841,490

  Contract liabilities, current

 

4, 6(16)

 

3,027,825

 

-

 

-

  Notes and accounts payable

     

6,997,791

 

6,535,570

 

6,439,021

  Other payables

 

7

 

11,702,454

 

12,962,286

 

11,234,728

  Payables on equipment

     

2,971,142

 

4,671,802

 

6,413,842

  Current tax liabilities

     

2,703,831

 

4,097,568

 

2,437,018

  Current portion of long-term liabilities

 

6(10), 6(11), 6(23), 8, 12(7)

 

19,829,241

 

27,363,822

 

17,496,005

  Other current liabilities

 

6(13), 6(14)

 

5,168,876

 

6,984,482

 

4,008,442

  Total current liabilities

 

 

 

72,568,938

 

88,061,070

 

66,870,546

                 

Non-current liabilities

               

  Bonds payable

 

6(10), 6(23), 12(7)

 

23,677,236

 

23,675,861

 

35,360,024

  Long-term loans

 

6(11), 6(23), 8, 12(7)

 

28,935,140

 

29,643,284

 

   26,952,363

  Deferred tax liabilities

 

6(21)

 

1,802,228

 

1,631,705

 

1,667,510

  Net defined benefit liabilities, noncurrent

 

 

 

4,132,385

 

4,138,519

 

3,965,540

  Guarantee deposits

 

6(23)

 

477,014

 

469,491

 

462,616

  Other noncurrent liabilities-others

 

6(13), 6(23), 9(5)

 

37,754,635

 

32,441,648

 

27,419,385

  Total non-current liabilities

 

 

 

96,778,638

 

92,000,508

 

95,827,438

   

 

           

  Total liabilities

 

 

 

169,347,576

 

180,061,578

 

162,697,984

   

 

           

Equity attributable to the parent company

 

 

           

  Capital

 

6(15)

           

  Common stock

 

 

 

126,243,187

 

126,243,187

 

126,243,187

  Additional paid-in capital

 

6(10), 6(15)

           

  Premiums

 

 

 

36,862,383

 

36,862,383

 

36,862,383

  Treasury stock transactions

 

 

 

1,753,028

 

1,753,028

 

1,744,988

  The differences between the fair value of the consideration paid or received from acquiring or

 

 

 

573,336

 

573,336

 

578,538

  disposing subsidiaries and the carrying amounts of the subsidiaries

 

 

           

  Share of changes in net assets of associates and joint ventures accounted for using equity method

 

 

 

97,513

 

97,482

 

101,611

  Stock options

 

 

 

1,515,297

 

1,572,121

 

1,572,121

  Other

 

 

 

722,454

 

-

 

658,424

  Retained earnings

 

6(15)

           

  Legal reserve

 

 

 

9,902,407

 

9,902,407

 

9,070,841

  Unappropriated earnings

     

59,479,795

 

38,163,492

 

40,102,697

  Other components of equity

               

  Exchange differences on translation of foreign operations

     

(7,226,411)

 

(5,715,585)

 

(5,118,357)

  Unrealized gains or losses on financial assets measured at fair value through other comprehensive income

     

(8,595,241)

 

-

 

-

  Unrealized gains or losses on available-for-sale financial assets

 

 

 

-

 

8,347,962

 

8,636,365

  Treasury stock

 

6(15)

 

(5,320,669)

 

(4,719,037)

 

(4,719,037)

  Total equity attributable to the parent company

 

 

 

216,007,079

 

213,080,776

 

215,733,761

   

 

           

Non-controlling interests

 

6(15)

 

205,317

 

956,808

 

947,422

  Total equity

 

 

 

216,212,396

 

214,037,584

 

216,681,183

   

 

           

Total liabilities and equity

 

 

 

 $ 385,559,972

 

 $ 394,099,162

 

 $ 379,379,167

                 

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

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31, 2018, December 31,2017 and March 31, 2017 (March 31, 2018 and 2017 are unaudited)

(Expressed in Thousands of New Taiwan Dollars)

                 
       

As of

Liabilities and Equity

 

Notes

 

March 31, 2018

 

December 31, 2017

 

March 31, 2017

Current liabilities

               

  Short-term loans

 

6(9), 6(23)

 

 $  20,167,778

 

 $  25,445,540

 

 $  18,841,490

  Contract liabilities, current

 

4, 6(16)

 

3,027,825

 

-

 

-

  Notes and accounts payable

     

6,997,791

 

6,535,570

 

6,439,021

  Other payables

 

7

 

11,702,454

 

12,962,286

 

11,234,728

  Payables on equipment

     

2,971,142

 

4,671,802

 

6,413,842

  Current tax liabilities

     

2,703,831

 

4,097,568

 

2,437,018

  Current portion of long-term liabilities

 

6(10), 6(11), 6(23), 8, 12(7)

 

19,829,241

 

27,363,822

 

17,496,005

  Other current liabilities

 

6(13), 6(14)

 

5,168,876

 

6,984,482

 

4,008,442

  Total current liabilities

 

 

 

72,568,938

 

88,061,070

 

66,870,546

                 

Non-current liabilities

               

  Bonds payable

 

6(10), 6(23), 12(7)

 

23,677,236

 

23,675,861

 

35,360,024

  Long-term loans

 

6(11), 6(23), 8, 12(7)

 

28,935,140

 

29,643,284

 

   26,952,363

  Deferred tax liabilities

 

6(21)

 

1,802,228

 

1,631,705

 

1,667,510

  Net defined benefit liabilities, noncurrent

 

 

 

4,132,385

 

4,138,519

 

3,965,540

  Guarantee deposits

 

6(23)

 

477,014

 

469,491

 

462,616

  Other noncurrent liabilities-others

 

6(13), 6(23), 9(5)

 

37,754,635

 

32,441,648

 

27,419,385

  Total non-current liabilities

 

 

 

96,778,638

 

92,000,508

 

95,827,438

   

 

           

  Total liabilities

 

 

 

169,347,576

 

180,061,578

 

162,697,984

   

 

           

Equity attributable to the parent company

 

 

           

  Capital

 

6(15)

           

  Common stock

 

 

 

126,243,187

 

126,243,187

 

126,243,187

  Additional paid-in capital

 

6(10), 6(15)

           

  Premiums

 

 

 

36,862,383

 

36,862,383

 

36,862,383

  Treasury stock transactions

 

 

 

1,753,028

 

1,753,028

 

1,744,988

  The differences between the fair value of the consideration paid or received from acquiring or

 

 

 

573,336

 

573,336

 

578,538

  disposing subsidiaries and the carrying amounts of the subsidiaries

 

 

           

  Share of changes in net assets of associates and joint ventures accounted for using equity method

 

 

 

97,513

 

97,482

 

101,611

  Stock options

 

 

 

1,515,297

 

1,572,121

 

1,572,121

  Other

 

 

 

722,454

 

-

 

658,424

  Retained earnings

 

6(15)

           

  Legal reserve

 

 

 

9,902,407

 

9,902,407

 

9,070,841

  Unappropriated earnings

     

59,479,795

 

38,163,492

 

40,102,697

  Other components of equity

               

  Exchange differences on translation of foreign operations

     

(7,226,411)

 

(5,715,585)

 

(5,118,357)

  Unrealized gains or losses on financial assets measured at fair value through other comprehensive income

     

(8,595,241)

 

-

 

-

  Unrealized gains or losses on available-for-sale financial assets

 

 

 

-

 

8,347,962

 

8,636,365

  Treasury stock

 

6(15)

 

(5,320,669)

 

(4,719,037)

 

(4,719,037)

  Total equity attributable to the parent company

 

 

 

216,007,079

 

213,080,776

 

215,733,761

   

 

           

Non-controlling interests

 

6(15)

 

205,317

 

956,808

 

947,422

  Total equity

 

 

 

216,212,396

 

214,037,584

 

216,681,183

   

 

           

Total liabilities and equity

 

 

 

 $ 385,559,972

 

 $ 394,099,162

 

 $ 379,379,167

                 

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

 


 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three-month periods ended March 31, 2018 and 2017

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

 

 

 

 

 

 

 

 

 

For the three-month periods ended March 31,

 

Notes

 

2018

 

2017

Operating revenues

4, 6(16), 7, 14, 15

 

 

 

 

    Sales revenues

 

 

 $                34,800,337

 

 $                36,339,301

    Less: Sales returns and discounts

 

 

(168,662)

 

(351,206)

        Net sales

 

 

34,631,675

 

35,988,095

    Other operating revenues

 

 

2,865,462

 

1,429,855

        Net operating revenues

 

 

37,497,137

 

37,417,950

Operating costs

4, 6(4), 6(12), 6(17), 7, 14

 

 

 

 

    Costs of goods sold

 

 

(31,499,737)

 

(28,942,845)

    Other operating costs

 

 

(1,355,401)

 

(1,046,655)

        Operating costs

 

 

(32,855,138)

 

(29,989,500)

Gross profit

 

 

4,641,999

 

7,428,450

Operating expenses

6(12), 6(17), 7, 14

 

 

 

 

    Sales and marketing expenses

 

 

(908,787)

 

(1,170,631)

    General and administrative expenses

 

 

(1,016,585)

 

(1,050,082)

    Research and development expenses

 

 

(2,924,180)

 

(3,990,916)

        Subtotal

 

 

(4,849,552)

 

(6,211,629)

Net other operating income and expenses

6(13), 6(18), 14

 

976,945

 

154,002

Operating income

 

 

769,392

 

1,370,823

Non-operating income and expenses

 

 

 

 

 

    Other income

6(19)

 

140,772

 

54,332

    Other gains and losses

6(19), 7, 14

 

404,660

 

668,476

    Finance costs

6(19)

 

(685,814)

 

(559,279)

    Share of profit or loss of associates and joint ventures

6(6), 14

 

207,215

 

50,040

    Exchange gain, net

12

 

1,020,411

 

    Exchange loss, net

12

 

 

(516,947)

        Subtotal

 

 

1,087,244

 

(303,378)

Income from continuing operations before income tax

 

 

1,856,636

 

1,067,445

Income tax benefit

6(21), 14

 

1,172,948

 

429,580

Net income

 

 

3,029,584

 

1,497,025

Other comprehensive income (loss)

6(20)

 

 

 

 

Items that will not be reclassified subsequently to profit or loss

 

 

 

 

 

    Unrealized gains or losses on financial assets at fair value through other
      comprehensive income (loss)

 

 

1,148,243

 

    Share of other comprehensive income (loss) of associates and joint ventures

 

 

151,546

 

    Income tax related to items that will not be reclassified subsequently

6(21)

 

(28,017)

 

Items that may be reclassified subsequently to profit or loss

 

 

 

 

 

    Exchange differences on translation of foreign operations

 

 

(1,515,172)

 

(5,365,128)

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

 

 

 

1,703,260

    Share of other comprehensive income (loss) of associates and joint ventures

 

 

(15,627)

 

613,647

    Income tax related to items that may be reclassified subsequently

6(21)

 

25,068

 

50,935

Total other comprehensive loss, net of tax

 

 

(233,959)

 

(2,997,286)

Total comprehensive income (loss)

 

 

 $                  2,795,625

 

 $                (1,500,261)

 

 

 

 

 

 

    Net income attributable to:

 

 

 

 

 

        Stockholders of the parent

 

 

 $                  3,400,398

 

 $                  2,286,020

        Non-controlling interests

 

 

(370,814)

 

(788,995)

 

 

 

 $                  3,029,584

 

 $                  1,497,025

 

 

 

 

 

 

    Comprehensive income (loss) attributable to:

 

 

 

 

 

        Stockholders of the parent

 

 

 $                  3,158,292

 

 $                   (599,449)

        Non-controlling interests

 

 

(362,667)

 

(900,812)

 

 

 

 $                  2,795,625

 

 $                (1,500,261)

 

 

 

 

 

 

    Earnings per share (NTD)

6(22)

 

 

 

 

        Earnings per share-basic

 

 

 $                           0.28

 

 $                           0.19

        Earnings per share-diluted

 

 

 $                           0.26

 

 $                           0.18

 

 

 

 

 

 

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

 


 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the three-month periods ended March 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

                                                 
       

Equity Attributable to the Parent Company

       
       

Capital

 

   

Retained Earnings

 

Other Components of Equity

         
   

Notes

 

Common Stock

 

Additional
 Paid-in Capital

 

Legal Reserve

 

Unappropriated
Earnings

 

Exchange Differences on Translation of Foreign Operations

 

 Unrealized Gains or Losses on Financial Assets Measured at Fair Value through Other Comprehensive Income

 

Unrealized Gains or Losses on Available-for-Sale Financial Assets

 

Treasury Stock

 

Total

 

Non-
Controlling
Interests

 

Total Equity

Balance as of January 1, 2017

 

6(15)

 

 $    126,243,187

 

 $      40,997,092

 

 $        9,070,841

 

 $      38,584,335

 

 $             63,437

 

 $                      -

 

 $        6,340,040

 

 $      (4,719,037)

 

 $    216,579,895

 

 $        2,161,729

 

 $    218,741,624

    Net income for the three-month ended March 31, 2017

 

6(15)

 

-

 

-

 

-

 

           2,286,020

 

-

 

-

 

-

 

-

 

2,286,020

 

(788,995)

 

1,497,025

    Other comprehensive income (loss), net of tax for the three-month ended March 31, 2017

 

6(15), 6(20)

 

-

 

-

 

-

 

-

 

(5,181,794)

 

-

 

2,296,325

 

-

 

(2,885,469)

 

(111,817)

 

(2,997,286)

    Total comprehensive income (loss)

     

-

 

-

 

-

 

2,286,020

 

(5,181,794)

 

-

 

2,296,325

 

-

 

(599,449)

 

(900,812)

 

(1,500,261)

    Share of changes in net assets of associates and joint ventures accounted for
        using equity method

     

-

 

(8,603)

 

-

 

-

 

-

 

-

 

-

 

-

 

(8,603)

 

-

 

(8,603)

    The differences between the fair value of the consideration paid or received from acquiring
        or disposing subsidiaries and the carrying amounts of the subsidiaries

 

6(15)

 

-

 

(128,848)

 

-

 

-

 

-

 

-

 

-

 

-

 

(128,848)

 

(1,099,544)

 

(1,228,392)

    Changes in subsidiaries' ownership

 

6(15)

 

-

 

-

 

-

 

(767,658)

 

-

 

-

 

-

 

-

 

(767,658)

 

31,608

 

(736,050)

 Others

 

6(15)

 

-

 

658,424

 

-

 

-

 

-

 

-

 

-

 

-

 

658,424

 

754,441

 

1,412,865

Balance as of March 31, 2017

 

6(15)

 

 $    126,243,187

 

 $      41,518,065

 

 $        9,070,841

 

 $      40,102,697

 

 $      (5,118,357)

 

 $                      -

 

 $        8,636,365

 

 $      (4,719,037)

 

 $    215,733,761

 

 $           947,422

 

 $    216,681,183

                                                 

Balance as of January 1, 2018

 

6(15)

 

 $    126,243,187

 

 $      40,858,350

 

 $        9,902,407

 

 $      38,163,492

 

 $      (5,715,585)

 

 $                     - 

 

 $        8,347,962

 

 $      (4,719,037)

 

 $    213,080,776

 

 $           956,808

 

 $    214,037,584

 Impact of retroactive applications

 

6(15)

 

-

 

-

 

-

 

         17,969,706

 

                  3,052

 

(9,867,013)

 

(8,347,962)

 

-

 

(242,217)

 

                  1,597

 

(240,620)

Adjusted balance as of January 1, 2018

 

6(15)

 

126,243,187

 

40,858,350

 

9,902,407

 

56,133,198

 

(5,712,533)

 

(9,867,013)

 

-

 

(4,719,037)

 

212,838,559

 

958,405

 

213,796,964

 Net income for the three-month ended March 31, 2018

 

6(15)

 

-

 

-

 

-

 

3,400,398

 

-

 

-

 

-

 

-

 

3,400,398

 

(370,814)

 

3,029,584

    Other comprehensive income (loss), net of tax for the three-month ended March 31, 2018

 

6(15), 6(20)

 

-

 

-

 

-

 

-

 

(1,513,878)

 

1,271,772

 

-

 

-

 

(242,106)

 

8,147

 

(233,959)

    Total comprehensive income (loss)

     

-

 

-

 

-

 

3,400,398

 

(1,513,878)

 

1,271,772

 

-

 

-

 

3,158,292

 

(362,667)

 

2,795,625

    Treasure stock acquired

 

6(15)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(601,632)

 

(601,632)

 

-

 

(601,632)

    Share of changes in net assets of associates and joint ventures accounted for
        using equity method

     

-

 

31

 

-

 

16,351

 

-

 

-

 

-

 

-

 

16,382

 

-

 

16,382

    Changes in subsidiaries' ownership

 

6(15)

 

-

 

-

 

-

 

(61,311)

 

-

 

-

 

-

 

-

 

(61,311)

 

(748,190)

 

(809,501)

 Others

 

6(15)

 

-

 

665,630

 

-

 

(8,841)

 

-

 

-

 

-

 

-

 

656,789

 

357,769

 

1,014,558

Balance as of March 31, 2018

 

6(15)

 

 $    126,243,187

 

 $      41,524,011

 

 $        9,902,407

 

 $      59,479,795

 

 $      (7,226,411)

 

 $      (8,595,241)

 

 $                      -

 

 $      (5,320,669)

 

 $    216,007,079

 

 $           205,317

 

 $    216,212,396

                                                 

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

 


 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three-month periods ended March 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

         
   

For the three-month periods ended March 31,

   

2018

 

2017

Cash flows from operating activities:

       

    Net income before tax

 

 $                  1,856,636

 

 $                  1,067,445

    Adjustments to reconcile net income before tax to net cash provided by operating activities:

       

        Depreciation

 

                   12,750,186

 

                   12,724,140

        Amortization

 

                        538,309

 

                        567,998

        Expected credit loss

 

                               844

 

                                   -

        Net gain of financial assets and liabilities at fair value through profit or loss

 

                      (376,519)

 

                      (448,244)

        Interest expense

 

                        668,979

 

                        526,683

        Interest income

 

                      (139,453)

 

                        (54,332)

        Dividend income

 

                          (1,319)

 

                                   -

        Share of profit of associates and joint ventures

 

                      (207,215)

 

                        (50,040)

        Gain on disposal of property, plant and equipment

 

                        (26,525)

 

                          (8,722)

        Loss (gain) on disposal of investments

 

                            2,609

 

                      (488,140)

        Impairment loss on financial assets

 

                                   -

 

                        286,763

        Exchange gain on financial assets and liabilities

 

                   (1,356,273)

 

                      (624,218)

        Amortization of deferred government grants

 

                      (869,370)

 

                      (144,744)

            Income and expense adjustments

 

                   10,984,253

 

                   12,287,144

        Changes in operating assets and liabilities:

       

            Financial assets and liabilities at fair value through profit or loss

 

                      (282,193)

 

                        229,249

            Contract assets

 

                          (7,228)

 

                                   -

            Notes receivable and accounts receivable

 

                   (3,267,609)

 

                     1,895,141

            Other receivables

 

                        299,831

 

                        135,112

            Inventories

 

                        952,501

 

                        454,446

            Prepayments

 

                          38,293

 

                      (248,558)

            Other current assets

 

                        707,715

 

                   (1,148,773)

            Contract fulfillment costs

 

                        (40,605)

 

                                   -

            Contract liabilities

 

                      (919,491)

 

                                   -

            Notes and accounts payable

 

                        490,546

 

                      (292,879)

            Other payables

 

                   (1,185,698)

 

                   (1,002,785)

            Other current liabilities

 

                        (11,084)

 

                        611,469

            Net defined benefit liabilities

 

                          (6,134)

 

                          (3,354)

            Other noncurrent liabilities-others

 

                                   -

 

                        (48,952)

                Cash generated from operations

 

                     9,609,733

 

                   13,934,705

            Interest received

 

                        108,794

 

                          61,994

            Dividend received

 

                            1,319

 

                            1,614

            Interest paid

 

                      (311,894)

 

                      (236,483)

            Income tax paid

 

                      (631,581)

 

                      (451,019)

                    Net cash provided by operating activities

 

                     8,776,371

 

                   13,310,811

         

(continued)

 


 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three-month periods ended March 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

         
   

For the three-month periods ended March 31,

   

2018

 

2017

Cash flows from investing activities:

       

    Acquisition of financial assets at fair value through profit or loss

 

 $                     (54,531)

 

 $                               - 

    Acquisition of available-for-sale financial assets

 

                                   -

 

                      (480,962)

    Proceeds from disposal of available-for-sale financial assets

 

                                   -

 

                        701,216

    Acquisition of financial assets measured at cost

 

                                   -

 

                        (14,733)

    Increase in prepayment for investments

 

                                   -

 

(49,733)

    Proceeds from capital reduction and liquidation of investments

 

                               113

 

                     1,980,192

    Acquisition of property, plant and equipment

 

                   (5,716,267)

 

                 (17,654,335)

    Proceeds from disposal of property, plant and equipment

 

                          39,040

 

                          32,235

    Increase in refundable deposits

 

                        (33,939)

 

                        (15,110)

    Decrease in refundable deposits

 

                          94,205

 

                          87,952

    Acquisition of intangible assets

 

                      (247,730)

 

                      (378,343)

    Government grants related to assets acquisition

 

                     6,593,436

 

                                   -

    Increase in other noncurrent assets-others

 

                        (17,375)

 

                      (502,387)

    Decrease in other noncurrent assets-others

 

                            9,131

 

                            1,079

        Net cash provided by (used in) investing activities

 

                        666,083

 

                 (16,292,929)

Cash flows from financing activities:

       

    Increase in short-term loans

 

                     4,665,925

 

                     5,110,415

    Decrease in short-term loans

 

                   (9,845,395)

 

                   (5,700,208)

    Proceeds from bonds issued

 

                                   -

 

                     8,300,000

    Bonds issuance costs

 

                                   -

 

                          (9,510)

    Redemption of bonds

 

                   (7,500,000)

 

                                   -

    Proceeds from long-term loans

 

                                   -

 

                     2,257,600

    Repayments of long-term loans

 

                      (381,430)

 

                      (884,959)

    Increase in guarantee deposits

 

                          20,620

 

                            1,009

    Decrease in guarantee deposits

 

                        (77,896)

 

                             (561)

    Treasury stock acquired

 

                      (595,495)

 

                                   -

    Acquisition of subsidiaries

 

                                   -

 

                   (1,228,392)

    Others

 

                               (97)

 

                                   -

        Net cash (used in) provided by financing activities

 

                 (13,713,768)

 

                     7,845,394

Effect of exchange rate changes on cash and cash equivalents

 

                      (260,392)

 

                   (1,630,171)

Net (decrease) increase in cash and cash equivalents

 

                   (4,531,706)

 

                     3,233,105

Cash and cash equivalents at beginning of period

 

                   81,674,572

 

                   57,578,981

Cash and cash equivalents at end of period

 

 $                77,142,866

 

 $                60,812,086

         

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

 


 

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the Three-Month Periods Ended March 31, 2018 and 2017

(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 (TWSE) 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”) were authorized for issue in accordance with a resolution of the Board of Directors’ meeting on April 25, 2018.

 

3.    NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS

 

A. The Company applied International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after January 1, 2018.  The nature and the impact of each new standard and amendment have no material effect on the Company.  Apart from the potential impact of the standards and interpretations which is described below, all other standards and interpretations have no material impact on the Company’s financial position and performance.

 

(1)   IFRS 9 “Financial Instruments”

 

International Accounting Standards Board (IASB) has issued IFRS 9 “Financial Instruments” (IFRS 9), which combines classification and measurement, the expected credit loss impairment model and hedge accounting.  The standard will replace IAS 39 “Financial Instruments: Recognition and Measurement” (IAS39) and all previous versions of IFRS 9.  IFRS 9 requires the following: (1) Classification and measurement: Financial assets are measured at amortized cost, fair value through profit or loss, or fair value through other comprehensive income, based on both the entity’s business model for managing the financial assets and the financial asset’s contractual cash flow characteristics.  Financial liabilities are measured at amortized cost or fair value through profit or loss.  Furthermore, there is requirement that “own credit risk” adjustments are not recognized in profit or loss, (2) Impairment: Expected credit loss model is used to evaluate impairment.  Entities are required to recognize either 12-month or lifetime expected credit losses, depending on whether there has been a significant increase in credit risk since initial recognition, and (3) Hedge accounting: Hedge accounting is more closely aligned with risk management activities and hedge effectiveness is measured based on the hedge ratio.


 

 

(2)   IFRS 15 “Revenue from Contracts with Customers” with its Amendment “Clarifications to IFRS 15 Revenue from Contracts with Customers”

 

The core principle of IFRS 15 “Revenue from Contracts with Customers” (IFRS 15) is that revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  IFRS 15 establishes a five-step model that will apply to revenue earned from a contract with a customer (with limited exceptions), regardless of the type of revenue transaction or the industry.  Extensive disclosures will be required, including disaggregation of total revenue; information related to performance obligations; changes in contract asset and liability account balances between periods and key judgments and estimates.  The amendment in 2016 clarifies how to identify a performance obligation in a contract, determine whether an entity is a principal or an agent, and determine whether the revenue from granting a license should be recognized at a point in time or over time.

 

(3)   The Company elected to adopt the standard using the modified retrospective method recognizing the cumulative effect of initially applying IFRS 9 and IFRS 15 at the date of initial application (January 1, 2018).  The impact on assets, liabilities and equity at the date of initial application of IFRS 9 and IFRS 15 as below:

 

IFRS 9

 

a.  Financial assets measured at cost

 

The Company elected to designate some of these financial assets as financial assets measured at fair value through other comprehensive income (FVOCI) and the others as financial assets measured at fair value through profit or loss (FVTPL) at the date of initial application.  In accordance with the requirement of IFRS 9, these financial assets must be measured at fair value.  Therefore, the Company adjusted the differences either in other component of equity or retained earnings at the date of initial application.

 

b.  Available-for-sale financial assets

 

In accordance with the requirement of IFRS 9, the Company elected to designate equity instruments that are not held for trading as financial assets measured at FVOCI and classified the remaining financial assets as financial assets measured at FVTPL.  Differences arising from the adoption have been recognized in other component of equity and retained earnings at the date of initial application.


 

 

Under IFRS 9, subsequent fair value changes of financial assets designated at FVOCI are recognized in other comprehensive income and shall not be subsequently transferred to profit or loss.  Upon de-recognition, the accumulated amounts in other component of equity is reclassified to retained earnings.

 

c.  Impairment of financial assets

 

Under IFRS 9, impairment assessment is not required for equity instruments.  Therefore, as the Company elects to classify certain equity investments as financial assets measured at FVOCI, the Company will reclassify the related accumulated impairment loss from retained earnings to other component of equity at the date of initial application.  The expected credit losses for accounts receivable or contract assets that result from transactions within the scope of IFRS 15 are evaluated by applying simplified approach.  The aforementioned impairment evaluation requirement differs from the current incurred loss model and has no material effect on the Company.

 

IFRS 15

 

The majority of the Company’s contracts with customers are for the sale of wafers for which revenue is currently recognized when criteria pursuant to IAS 18 “Revenue” (IAS 18) are fulfilled upon the delivery of the wafers to carriers approved by the customers, at which point in time, the title and risk of loss for the wafers are transferred to the customers.  Starting from the date of initial application, in accordance with the requirements of IFRS 15, the Company shall recognize revenue as the Company satisfies its performance obligations to customers.  For certain contracts that do not provide the Company unconditional rights to the consideration, the Company shall recognize revenue and contract asset as it satisfies its performance obligation over time.  Consideration received from customers prior to the Company having satisfied its performance obligation are accounted for as contract liabilities and the associated costs incurred to fulfill the contracts are recognized on the consolidated balance sheets as contract fulfillment costs within other current assets.  In accordance with the requirement of IFRS 15, allowance for sales returns and discounts will be presented as refund liabilities, different from its current presentation as a contra-accounts to accounts receivable.


 

 

The impact on assets, liabilities and equity as of January 1, 2018 were as follows:

 

Items

 

Carrying

Amounts as of

December 31,

2017

 

Adjustments Arising from

Initial Application

 

Adjusted

Carrying

Amounts as of

January 1,

2018

 

Descriptions

 

IFRS9

 

IFRS15

Contract assets, current

 

$-

 

$-

 

$129,042

 

$129,042

 

a.

Accounts receivable, net

 

20,876,417

 

-

 

983,438

 

21,859,855

 

a. b.

Accounts receivable-related parties, net

 

91,065

 

-

 

2,733

 

93,798

 

b.

Inventories, net

 

18,257,500

 

-

 

(102,800)

 

18,154,700

 

a.

Other current assets

 

2,645,003

 

-

 

120,799

 

2,765,802

 

a.

Financial assets at fair value through profit or loss, noncurrent

 

191,005

 

12,449,226

 

-

 

12,640,231

 

c.

Financial assets at fair value through other comprehensive income, noncurrent

 

-

 

10,131,459

 

-

 

10,131,459

 

d.

Available-for-sale financial assets, noncurrent

 

20,636,332

 

(20,636,332)

 

-

 

-

 

c.d.

Financial assets measured at cost, noncurrent

 

2,218,472

 

(2,218,472)

 

-

 

-

 

c.d.

Investments accounted for under the equity method

 

10,976,940

 

(25,997)

 

-

 

10,950,943

 

e.

Deferred tax assets

 

6,071,582

 

42,388

 

(1,489)

 

6,112,481

 

a. c. d.

Total effect on assets

 

 

 

$(257,728)

 

$1,131,723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract liabilities, current

 

$-

 

$-

 

$3,951,414

 

$3,951,414

 

a.

Current tax liabilities

 

4,097,568

 

-

 

1,611

 

4,099,179

 

a.

Other current liabilities

 

6,984,482

 

-

 

(2,861,466)

 

4,123,016

 

a. b.

Deferred tax liabilities

 

1,631,705

 

23,093

 

(37)

 

1,654,761

 

a. c.

Total effect on liabilities

 

 

 

$23,093

 

$1,091,522

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

$48,065,899

 

$17,930,334

 

$39,372

 

$66,035,605

 

a. c. d. e.

Other components of equity

 

2,632,377

 

(18,211,155)

 

(768)

 

(15,579,546)

 

a. b. c. d. e.

Non-controlling interests

 

956,808

 

-

 

1,597

 

958,405

 

a.

Total effect on equity

 

 

 

$(280,821)

 

$40,201

 

 

 

 


 

 

a.  Prior to adopting IFRS 15, the Company recognized revenue upon the delivery of the wafers to carriers approved by the customers, at which point in time, the title and risk of loss for the wafers are transferred to the customers.  Consideration received from customers prior to the Company having satisfied its performance obligation are accounted for as other current liabilities.  After adopting IFRS 15, the Company shall recognize revenue as the Company satisfies its performance obligations to customers.  For certain contracts that do not provide the Company unconditional rights to the consideration, the Company shall recognize revenue and contract asset as it satisfies its performance obligation over time.  Consideration received from customers prior to the Company having satisfied its performance obligation are accounted for as contract liabilities and the associated costs incurred to fulfill the contracts are recognized on the consolidated balance sheets as contract fulfillment costs within other current assets.  The aforementioned impacts resulted in an increase in current contract asset amounted to NT$129 million, a decrease in net accounts receivable amounted to NT$11 million, a decrease in net inventories amounted to NT$103 million, an increase in other current assets amounted to NT$121 million, a decrease in deferred tax assets amounted to NT$1 million, an increase in current contract liabilities amounted to NT$3,951 million, an increase in current tax liabilities amounted to NT$2 million, a decrease in other current liabilities amounted to NT$3,859 million, a decrease in deferred tax liabilities amounted to NT$37 thousand, an increase in retained earnings amounted to NT$39 million, a decrease in other components of equity amounted to NT$0.3 million and an increase in non-controlling interests amounted to NT$2 million.

 

b.  After adopting IFRS 15, the Company’s allowance for sales returns and discounts are presented as refund liabilities within other current liabilities, different from its prior presentation as a contra-accounts to accounts receivable.  The aforementioned impacts lead to an increase in net accounts receivable amounted to NT$994 million, an increase in net accounts receivable-related parties amounted to NT$3 million, an increase in other current liabilities amounted to NT$997 million and a decrease in other components of equity amounted to NT$0.5 million.

 

c.  The Company classified noncurrent available-for-sale financial assets amounted to NT$10,738 million and noncurrent financial assets measured at cost amounted to NT$1,955 million in accordance with the requirement of IFRS 9 resulting in an increase in noncurrent financial assets at fair value through profit or loss amounted to NT$12,449 million, an increase in deferred tax assets amounted to NT$37 million, an increase in deferred tax liabilities NT$23 million, an increase in retained earnings amounted to NT$3,521 million and a decrease in other components of equity amounted to NT$3,750 million.


 

 

d. The Company made an irrevocable election to classify noncurrent available-for-sale financial assets under that are not held for trading amounted to NT$9,898 million and noncurrent financial assets measured at cost amounted to NT$263 million in accordance with the requirement of IFRS 9 resulting in an increase in noncurrent financial assets at fair value through other comprehensive income amounted to NT$10,131 million, an increase in deferred tax assets amounted to NT$5 million, an increase in retained earnings amounted to NT$12,899 million and a decrease in other components of equity amounted to NT$ 12,924 million.

 

e.  With the adoption of IFRS 9 by associates accounted for using equity method, the corresponding adjustments made by the Company resulting in a decrease in investments accounted for using equity method amounted to NT$26 million, an increase in retained earnings amounted to NT$1,511 million and a decrease in other components of equity amounted to NT$1,537 million.

 

B. Standards issued by International Accounting Standards Board (IASB) but not yet endorsed by FSC (the effective dates are to be determined by FSC) are listed below:

 

 

 

 

 

No.

 

The projects of Standards or Interpretations

 

Effective for annual periods beginning on or after

IFRS 10 and IAS 28

 

Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

 

To be determined by IASB

IFRS 16

 

Leases

 

January 1, 2019

IFRIC 23

 

Uncertainty Over Income Tax Treatments

 

January 1, 2019

IFRS 17

 

Insurance Contracts

 

January 1, 2021

IAS 28

 

Long-term Interests in Associates and Joint Ventures

 

January 1, 2019

IFRS 9

 

Financial Instruments – Prepayment Features with Negative Compensation

 

January 1, 2019

 

 

Improvements to International Financial Reporting Standards (2015 - 2017 cycle)

 

 

IFRS 3

 

Business Combinations

 

January 1, 2019

IFRS 11

 

Joint Arrangements

 

January 1, 2019

IAS 12

 

Income Taxes

 

January 1, 2019

IAS 23

 

Borrowing Costs

 

January 1, 2019

IAS 19

 

Employee Benefits

 

January 1, 2019

 

The potential effects of adopting the standards or interpretations issued by IASB but not yet endorsed by FSC on the Company’s financial statements in future periods are summarized as below:


 

 

(4)   IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” - Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures (Amendment)

The amendments address the inconsistency between the requirements in IFRS 10 “Consolidated Financial Statements” (IFRS 10) and IAS 28 “Investments in Associates and Joint Ventures” (IAS 28), in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture.  IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint venture.  IFRS 10 requires full profit or loss recognition on the loss of control of a subsidiary.  IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 “Business Combinations” (IFRS 3) between an investor and its associate or joint venture is recognized in full.  IFRS 10 was also amended so that the gain or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.  The effective date of this amendment has been deferred indefinitely, but early adoption is allowed.

 

(5)   IFRS 16 “Leases”

The new standard requires lessees to account for all leases under a single on-balance sheet model (subject to certain exemptions).  Lessor accounting still uses the dual classification approach: operating lease and finance lease.

 

(6)   IFRIC 23 “Uncertainty Over Income Tax Treatments”

The Interpretation clarifies application of recognition and measurement requirements in IAS 12 “Income Taxes” when there is uncertainty over income tax treatments.

 

(7)   IAS 28“Investment in Associates and Joint Ventures” (Amendment)

The amendment clarifies that an entity applies IFRS 9 to long-term interests in an associate or joint venture that form part of the net investment in the associate or joint venture before it applies IAS 28, and in applying IFRS 9, does not take account of any adjustments that arise from applying IAS 28.

 

(8)   IFRS 9 “Financial Instruments” (Amendment)

The amendment allows financial assets with prepayment features that permit or require a party to a contract either to pay or receive reasonable compensation for the early termination of the contract, to be measured at amortised cost or at fair value through other comprehensive income.


 

 

(9)   IAS 12 “Income Taxes”

The amendments clarify that an entity shall recognize the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized those past transactions or events.

 

(10) IAS 19 “Employee Benefits” (Amendment)

The amendments clarify that when a change in a defined benefit plan is made (such as amendment, curtailment or settlement, etc.), the entity should use the updated assumptions to remeasure its net defined benefit liability or asset.

 

The Company is currently evaluating the potential impact of the aforementioned standards and interpretations listed (4) ~ (10) to the Company’s financial position and performance, and the related impact will be disclosed when the evaluation is completed.

 

4.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(1)   Statement of Compliance

 

The Company’s consolidated financial statements were prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers (Regulations) and IAS 34 “Interim Financial Reporting” which is endorsed and become effective by FSC.

 

(2)   Basis of Preparation

 

a.  The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments measured at fair value.

 

b.  The Company used modified retrospective method recognizing the transition differences of initially applying IFRS 9 and IFRS 15 in retained earnings or in other components of equity at the date of initial application (January 1, 2018) and not to restate the consolidated financial statements for the three months ended March 31, 2017.  The Company’s consolidated financial statements for the three months ended March 31, 2017 were prepared in accordance with IAS 39, IAS 18 and related interpretations issued, revised or amended.  Please refer to Note 15 for significant accounting policies.


 

 

(3)   General Description of Reporting Entity

 

a.  Principles of consolidation

 

The same principles of consolidation have been applied in the Company’s consolidated financial statements as those applied in the Company’s consolidated financial statements for the year ended December 31, 2017.  For the principles of consolidation, please refer to Note 4(3) of the Company’s consolidated financial statements for the year ended December 31, 2017.

 

b.  The consolidated entities are as follows:

 

As of March 31, 2018, December 31, 2017 and March 31, 2017

 

 

 

 

 

 

Percentage of ownership (%)

As of

Investor

 

Subsidiary

 

Business nature

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

UMC

 

UMC GROUP (USA)

 

IC Sales

 

100.00

 

100.00

 

100.00

UMC

 

UNITED MICROELECTRONICS (EUROPE) B.V.

 

Marketing support activities

 

100.00

 

100.00

 

100.00

UMC

 

UMC CAPITAL CORP.

 

Investment holding

 

100.00

 

100.00

 

100.00

UMC

 

GREEN EARTH LIMITED (GE)

 

Investment holding

 

100.00

 

100.00

 

100.00

UMC

 

TLC CAPITAL CO., LTD. (TLC)

 

Venture capital

 

100.00

 

100.00

 

100.00

UMC

 

UMC NEW BUSINESS INVESTMENT CORP. (NBI)

 

Investment holding

 

100.00

 

100.00

 

100.00

UMC

 

UMC INVESTMENT (SAMOA) LIMITED

 

Investment holding

 

100.00

 

100.00

 

100.00

UMC

 

FORTUNE VENTURE CAPITAL CORP. (FORTUNE)

 

Consulting and planning for venture capital

 

100.00

 

100.00

 

100.00

UMC

 

UMC GROUP JAPAN

 

IC Sales

 

100.00

 

100.00

 

100.00

UMC

 

UMC KOREA CO., LTD.

 

Marketing support activities

 

100.00

 

100.00

 

100.00

UMC

 

OMNI GLOBAL LIMITED (OMNI)

 

Investment holding

 

100.00

 

100.00

 

100.00

UMC

 

SINO PARAGON LIMITED

 

Investment holding

 

100.00

 

100.00

 

100.00

UMC

 

BEST ELITE INTERNATIONAL LIMITED (BE)

 

Investment holding

 

100.00

 

96.66

 

96.32

UMC, FORTUNE and TLC

 

NEXPOWER TECHNOLOGY CORP. (NEXPOWER)

 

Sales and manufacturing of solar power batteries

 

87.06

 

87.06

 

-

UMC, FORTUNE, UNITRUTH INVESTMENT CORP. (UNITRUTH) and TLC

 

NEXPOWER

 

Sales and manufacturing of solar power batteries

 

-

 

-

 

67.54

UMC and FORTUNE

 

WAVETEK MICROELECTRONICS CORPORATION (WAVETEK)

 

Sales and manufacturing of integrated circuits

 

78.47

 

78.47

 

-

UMC, FORTUNE  and UNITRUTH

 

WAVETEK

 

Sales and manufacturing of integrated circuits

 

-

 

-

 

78.47

FORTUNE

 

UNITRUTH

 

Investment holding

 

-

 

-

 

100.00

UMC CAPITAL CORP.

 

UMC CAPITAL (USA)

 

Investment holding

 

100.00

 

100.00

 

100.00

TLC

 

SOARING CAPITAL CORP.

 

Investment holding

 

100.00

 

100.00

 

100.00

SOARING CAPITAL CORP.

 

UNITRUTH ADVISOR (SHANGHAI) CO., LTD.

 

Investment holding and advisory

 

100.00

 

100.00

 

100.00

GE

 

UNITED MICROCHIP CORPORATION

 

Investment holding

 

100.00

 

100.00

 

100.00

UMC INVESTMENT (SAMOA) LIMITED

 

UMC (BEIJING) LIMITED

 

Marketing support activities

 

100.00

 

100.00

 

100.00

NBI

 

TERA ENERGY DEVELOPMENT CO., LTD. (TERA ENERGY)

 

Energy technical services

 

100.00

 

100.00

 

100.00

NBI

 

UNISTARS CORP.

 

High brightness LED packages

 

83.69

 

83.69

 

82.76

TERA ENERGY

 

EVERRICH ENERGY INVESTMENT (HK) LIMITED (EVERRICH-HK)

 

Investment holding

 

100.00

 

100.00

 

100.00

EVERRICH-HK

 

EVERRICH (SHANDONG) ENERGY CO., LTD.

 

Solar engineering integrated design services

 

100.00

 

100.00

 

100.00

OMNI

 

UNITED MICROTECHNOLOGY CORPORATION (NEW YORK)

 

Research and development

 

100.00

 

100.00

 

100.00

OMNI

 

UNITED MICROTECHNOLOGY CORPORATION (CALIFORNIA)

 

Research and development

 

100.00

 

100.00

 

100.00

OMNI

 

ECP VITA PTE. LTD.

 

Insurance

 

100.00

 

100.00

 

100.00

OMNI

 

UMC TECHNOLOGY JAPAN CO., LTD.

 

Semiconductor manufacturing technology development and consulting services

 

100.00

 

100.00

 

100.00

WAVETEK

 

WAVETEK MICROELECTRONICS INVESTMENT (SAMOA) LIMITED (WAVETEK-SAMOA)

 

Investment holding

 

100.00

 

100.00

 

100.00

WAVETEK- SAMOA

 

WAVETEK MICROELECTRONICS CORPORATION (USA)

 

Sales and marketing service

 

100.00

 

100.00

 

100.00

NEXPOWER

 

NPT HOLDING LIMITED

 

Investment holding

 

-

 

-

 

100.00

NEXPOWER

 

SOCIALNEX ITALIA 1 S.R.L.

 

Photovoltaic power plant

 

100.00

 

100.00

 

100.00

NPT HOLDING LIMITED

 

NLL HOLDING LIMITED

 

Investment holding

 

-

 

-

 

100.00

BE

 

INFOSHINE TECHNOLOGY LIMITED (INFOSHINE)

 

Investment holding

 

100.00

 

100.00

 

100.00

INFOSHINE

 

OAKWOOD ASSOCIATES LIMITED (OAKWOOD)

 

Investment holding

 

100.00

 

100.00

 

100.00

OAKWOOD

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD. (HEJIAN)

 

Sales and manufacturing of integrated circuits

 

100.00

 

100.00

 

100.00

HEJIAN

 

UNITEDDS SEMICONDUCTOR (SHANDONG) CO., LTD.

 

Integrated circuits design services

 

100.00

 

100.00

 

100.00

UNITED MICROCHIP CORPORATION and HEJIAN

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD. (USC)

 

Sales and manufacturing of integrated circuits

 

61.50

 

51.02

 

51.02


 

 

(4)   Other Significant Accounting Policies

 

Apart from the standards and interpretations which is described below, the same accounting policies of consolidation have been applied in the Company’s consolidated financial statements as those applied in the Company’s consolidated financial statements for the year ended December 31, 2017.  For the summary of significant accounting policies of consolidation, please refer to Note 4 of the Company’s consolidated financial statements for the year ended December 31, 2017.

 

 

a.  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 the components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation, the acquirer measures at either 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 IFRS 9 (before January 1, 2018: 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.

 

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree 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 and non-controlling interests, 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 CGU 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 cannot be larger than an operating segment before aggregation.

 

Where goodwill forms part of a CGU 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 this circumstance is measured based on the relative values of the operation disposed and the portion of the CGU retained.

 

b.  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 into functional currency at the 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:

 

(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 IFRS 9 (before January 1, 2018: 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.

 

c.Financial Instruments

 

Financial assets 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 IFRS 9 and the Regulations, financial assets of the Company are classified as financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income, financial assets measured at amortized cost and notes, accounts and other receivables.

 

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 carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in the income statement.

 

Financial Assets

 

(a) Classification and subsequent measurement

 

i.   Financial assets at fair value through profit or loss

 

Financial assets that are not measured at amortized cost or at fair value through other comprehensive income are recognized initially at fair value and subsequently measured at fair value with changes in fair value recognized in profit or loss.


 

 

ii.  Financial assets at fair value through other comprehensive income

 

At initial recognition, the Company make an irrevocable election to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument that is not held for trading.  When disposal of such equity instrument, cumulated amounts presented in other comprehensive income is not be subsequently transferred to profit or loss and is transferred directly to the retained earnings.

 

The debt instruments are measured at fair value through other comprehensive income if both of the following conditions are met:

 

(i)    the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and

 

(ii)   the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

Subsequent changes in the fair value of such financial assets at fair value through other comprehensive income are recognized in other comprehensive income. Before derecognition, impairment gains or losses, interest revenue and foreign exchange gains and losses are recognized in profit or loss.  When the financial assets are derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.

 

iii. Financial assets measured at amortized cost

 

The financial assets are measured at amortized cost if both of the following conditions are met.

 

(i)    the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

 

(ii)   the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.


 

 

iv. Notes, accounts and other receivables

 

Notes, accounts and other receivables are creditors’ rights when the Company transfers the goods or service to customers and has a right to an amount of consideration that is unconditional.  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 and subsequently measured at amortized cost using the effective interest rate (EIR) method, less impairment.  If the effect of discounting is immaterial, the short- term notes, accounts and other receivables are measured at their nominal amount.

 

(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 that had been recognized in other comprehensive income is recognized in profit or loss or directly in retained earnings.

 

If the transferred 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 or directly in retained earnings.  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

 

i.   Notes, accounts, other receivables and contract assets

 

The Company measures the loss allowance for the estimated impairment loss of notes, accounts, other receivables and contract assets at an amount equal to lifetime expected credit losses.  For the receivable past due over 60 days, the Company determines whether impairment exits by individually assessing customer’s operating situation and debt-paying ability.  For receivable past due within 60 days, including not past due, the Company measures the loss allowance with the impairment occurred in receivable and contract assets for the past year along with available material information for expected losses to make reasonable assessment for impairment of receivable and contract assets.  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 receivables and contract assets 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 measures, at each reporting date, the loss allowance for debt instrument investments measured at fair value through other comprehensive income and financial assets measured at amortized cost by assessing reasonable and supportable information including forward-looking information.  For the credit risk on a financial asset has not increased significantly since initial recognition, the loss allowance is measured at an amount equal to 12-month expected credit losses.  For the credit risk on a financial asset has increased significantly since initial recognition, the loss allowance is measured at an amount equal to the lifetime expected credit losses.

 

Financial Liabilities

 

(a) Classification and subsequent measurement

 

The Company classifies the instrument issued as a financial liability or an equity instrument 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  including interest paid are recognized in profit or loss.

 

ii.  Financial liabilities measured at amortized cost

 

Financial liabilities measured at amortized cost include interest bearing loans and borrowings 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.

 

(b) Derecognition of financial liabilities

 

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires.

 

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.

 

d. 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 effective interest rate 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 EIR 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 recognized initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of 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 IFRS 9 (before January 1, 2018: 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.

 

In addition, the liability component of convertible bonds is classified as a current liability if within 12 months the bondholders may exercise the put right.  After the put right expires, the liability component of the convertible bonds should be reclassified as a non-current liability if it meets the definition of a non-current liability in all other respects.

 

e.  Revenue Recognition

 

Revenue from Contracts with Customers

 

The Company recognizes revenue from contracts with customers by applying the following steps of IFRS 15:

 

(a) Identify the contract with a customer;

(b) Identify the performance obligations in the contract;

(c) Determine the transaction price;

(d) Allocate the transaction price to the performance obligations in the contract; and

(e) Recognize revenue when (or as) the entity satisfies a performance obligation


 

 

The majority of the Company’s contracts with customers are for the sale of wafers for which revenue is recognized as the Company satisfies its performance obligations to customers.  The Company recognizes revenue based on contracts and/or purchase orders at contractual prices and the sales return and allowance occurred.  Therefore, the Company estimates the variable consideration caused by sales based on customer complaints, historical experience, other known factors and only recognizes the revenue to the extent it is highly probable that a significant reversal will not occur.  The Company recognizes refund liability for estimated sales return and allowance.

 

The Company recognizes accounts receivable when the Company transfers controls of the goods or service to customers and has a right to an amount of consideration that is unconditional. Such accounts receivable are in the short term and not consist of significant financing component.  For certain contracts that do not provide the Company unconditional rights to the consideration and the transfer controls of the goods or service has been satisfied, the Company recognizes contract asset.  For certain contracts, consideration received from customers prior to the Company having satisfied its performance obligation are accounted for as contract liabilities which are transferred to revenue after performance obligation being satisfied.  For certain contracts, the Company recognizes the cost to fulfil a contract as contract asset when the costs relate directly to a contract, generating or enhancing resources to be used to satisfy performance obligations in future, and are expected to be recovered.  The cost and revenue are recognized when the Company satisfies a performance obligation and the control is transferred to the customer at a point in time.

 

Interest income

 

For financial assets measured at amortized cost, financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income, interest income is recorded using the EIR and recognized in profit or loss.

 

Dividends

 

Revenue is recognized when the Company’s right to receive the dividends is established, which is generally when stockholders approve the dividend.

 

f.  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.

 

The additional income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the stockholders’ meeting.

 

Deferred income tax

 

Deferred income tax is determined 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:

 

i.   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;

 

ii.  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, the carryforward of unused tax losses and unused tax credits, to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and the carryforward of unused tax losses and unused tax credits can be utilized, except:

 

i.   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;

 

ii.  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 recognized outside 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 assets to be recovered.

 

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 the acquisition date, might be realized and recognized subsequently as follows:

 

i.   Acquired deferred tax benefits recognized within the measurement period that result from new information about facts and circumstances that existed at the acquisition date shall be applied to reduce the carrying amount of any goodwill related to that acquisition.  If the carrying amount of that goodwill is nil, any remaining deferred tax benefits shall be recognized in profit or loss;

 

ii.  All other acquired deferred tax benefits realized shall be recognized in profit or loss, other comprehensive income or equity.

 

5.    SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

 

The same significant accounting judgments, estimates and assumptions have been applied in the Company’s consolidated financial statements for the three-month period ended March 31, 2018 as those applied in the Company’s consolidated financial statements for the year ended December 31, 2017.  For significant accounting judgments, estimates and assumptions, please refer to Note 5 of the Company’s consolidated financial statements for the year ended December 31, 2017.


 

 

6.    CONTENTS OF SIGNIFICANT ACCOUNTS

 

(1)   Cash and Cash Equivalents

 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Cash on hand

 

$4,319

 

$4,360

 

$3,802

Checking and savings accounts

 

29,158,382

 

21,699,357

 

16,426,727

Time deposits

 

39,304,482

 

50,711,803

 

34,097,523

Repurchase agreements collateralized by government and corporate bonds

 

8,675,683

 

9,259,052

 

10,284,034

Total

 

$77,142,866

 

$81,674,572

 

$60,812,086

 

(2)   Financial Assets at Fair Value through Profit or Loss

 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017 (Note)

 

March 31,

2017 (Note)

Financial assets mandatorily at fair value through profit or loss

 

 

 

 

 

 

Common stocks

 

$9,052,176

 

 

 

 

Preferred stocks

 

3,427,077

 

 

 

 

Funds

 

1,227,055

 

 

 

 

Convertible Bonds

 

215,876

 

 

 

 

Option

 

80,056

 

 

 

 

Total

 

$14,002,240

 

 

 

 

 

 

 

 

 

 

 

Current

 

$524,648

 

 

 

 

Noncurrent

 

13,477,592

 

 

 

 

Total

 

$14,002,240

 

 

 

 

 

The Company has a call option, exercisable before September 2019, to acquire remaining equity interest in an existing investee from the other shareholder in the amount of approximately NT$15.8 billion.  The change of the fair value for the call option is recorded in profit and loss.

 

Note:   The Company adopted IFRS 9 since January 1, 2018.  The Company elected not to restate prior periods in accordance with the transition provision in IFRS 9.  Please refer to Note 15 for information for the year ended December 31, 2017 and for the three-month period ended March 31, 2017.


 

 

(3)   Accounts Receivable, Net

 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Accounts receivable

 

$24,943,115

 

$21,910,146

 

$22,114,275

Less: allowance for sales returns and discounts

 

-

 

(994,151)

 

(1,575,289)

Less: loss allowance

 

(40,480)

 

(39,578)

 

(82,839)

Net

 

$24,902,635

 

$20,876,417

 

$20,456,147

 

Aging analysis of accounts receivable, net:

 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Neither past due nor impaired

 

$19,927,351

 

$15,496,207

 

$17,472,570

Past due but not impaired:

 

 

 

 

 

 

≤ 30 days

 

2,689,490

 

4,268,772

 

1,805,902

31 to 60 days

 

1,199,175

 

444,401

 

774,972

61 to 90 days

 

696,072

 

138,178

 

361,332

91 to 120 days

 

89,343

 

124,332

 

14,276

≥ 121 days

 

301,204

 

404,527

 

27,095

Subtotal

 

4,975,284

 

5,380,210

 

2,983,577

Total

 

$24,902,635

 

$20,876,417

 

$20,456,147

 

Movement on individually evaluated loss allowance:

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Beginning balance

 

$39,578

 

$86,595

Net charge for the period

 

902

 

(3,756)

Ending balance

 

$40,480

 

$82,839

 

The collection periods for third party domestic sales and third party overseas sales were month-end 30~60 days and net 30~60 days, respectively.


 

 

The impairment losses assessed individually as of March 31, 2018 and 2017 primarily at an amount equal to lifetime expected credit losses 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 receivables.

 

(4)   Inventories, Net

 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Raw materials

 

$2,790,548

 

$2,354,410

 

$1,936,588

Supplies and spare parts

 

3,278,082

 

3,007,669

 

2,845,565

Work in process

 

9,901,456

 

11,492,450

 

10,602,441

Finished goods

 

1,167,392

 

1,402,971

 

876,950

Total

 

$17,137,478

 

$18,257,500

 

$16,261,544

 

a.    For the three-month periods ended March 31, 2018 and 2017, the Company recognized NT$31,500 million and NT$28,943 million, respectively, in operating cost, of which NT$991 million and NT$141 million were related to write-down of inventories.

 

b.    None of the aforementioned inventories were pledged.

 

(5)   Financial Assets at Fair Value through Other Comprehensive Income, Non-Current

 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017 (Note)

 

March 31,

2017 (Note)

Equity instruments

 

 

 

 

 

 

Common stocks

 

$11,051,955

 

 

 

 

Preferred stocks

 

227,747

 

 

 

 

Total

 

$11,279,702

 

 

 

 

 

Note:  The Company adopted IFRS 9 since January 1, 2018.  The Company elected not to restate prior periods in accordance with the transition provision in IFRS 9.  Please refer to Note 15 for information for the year ended December 31, 2017 and for the three-month period ended March 31, 2017.


 

 

(6)   Investments Accounted For Under the Equity Method

 

a.    Details of investments accounted for under the equity method are as follows:

 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Investee companies

 

Amount

 

Percentage of ownership or voting rights

 

Amount

 

Percentage of ownership or voting rights

 

Amount

 

Percentage of ownership or voting rights

Listed company

 

 

 

 

 

 

 

 

 

 

 

 

FARADAY TECHNOLOGY CORP. (FARADAY) (Note A)

 

$1,631,225

 

13.78

 

$1,669,693

 

13.78

 

$1,740,201

 

13.94

CLIENTRON CORP.

 

265,519

 

22.39

 

265,327

 

22.39

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Unlisted companies

 

 

 

 

 

 

 

 

 

 

 

 

SHANDONG HUAHONG ENERGY INVEST CO., INC. (SHANDONG HUAHONG) (Note B)

 

-

 

50.00

 

-

 

50.00

 

-

 

50.00

WINAICO SOLAR PROJEKT 1 GMBH (Note B)

 

-

 

50.00

 

-

 

50.00

 

-

 

50.00

MTIC HOLDINGS PTE. LTD.

 

49,241

 

45.44

 

50,743

 

45.44

 

71,640

 

45.44

YUNG LI INVESTMENTS, INC.

 

41,062

 

45.16

 

42,173

 

45.16

 

162,182

 

45.16

WINAICO IMMOBILIEN GMBH (Note B)

 

-

 

44.78

 

-

 

44.78

 

-

 

44.78

UNITECH CAPITAL INC.

 

702,829

 

42.00

 

732,267

 

42.00

 

572,299

 

42.00

TRIKNIGHT CAPITAL CORPORATION

 

879,268

 

40.00

 

894,809

 

40.00

 

832,464

 

40.00

HSUN CHIEH INVESTMENT CO., LTD.

 

4,181,462

 

36.49

 

3,930,434

 

36.49

 

3,315,026

 

36.49

YANN YUAN INVESTMENT CO., LTD.

 

$2,974,125

 

30.87

 

$2,810,625

 

30.87

 

$2,533,567

 

31.94

HSUN CHIEH CAPITAL CORPORATION

 

189,417

 

30.00

 

176,911

 

30.00

 

-

 

-

VSENSE CO., LTD.

 

76,377

 

28.63

 

78,294

 

28.63

 

84,023

 

28.63

UNITED LED CORPORATION HONG KONG LIMITED

 

208,683

 

25.14

 

216,707

 

25.14

 

232,678

 

25.14

TRANSLINK CAPITAL PARTNERS I, L.P. (Note C)

 

106,012

 

10.38

 

108,925

 

10.38

 

102,930

 

10.38

CTC CAPITAL PARTNERS I, L.P.

 

-

 

-

 

32

 

31.40

 

58,066

 

31.40

LIST EARN ENTERPRISE INC.

 

-

 

-

 

-

 

-

 

9,272

 

49.00

CLIENTRON CORP.

 

-

 

-

 

-

 

-

 

232,226

 

20.28

Total

 

$11,305,220

 

 

 

$10,976,940

 

 

 

$9,946,574

 

 


 

 

Note A: Beginning from June 2015, the Company accounts for its investment in FARADAY as an associate given the fact that the Company obtained the ability to exercise significant influence over FARADAY through representation on its Board of Directors.

 

Note B: SHANDONG HUAHONG, WINAICO SOLAR PROJEKT 1 GMBH and WINAICO IMMOBILIEN GMBH are joint ventures to the Company.

 

Note C: The Company follows international accounting practices in equity accounting for limited partnerships and uses the equity method to account for these investees.


 

 

The carrying amount of investments accounted for using the equity method for which there are published price quotations amounted to NT$1,897 million, NT$1,935 million and NT$1,740 million, as of March 31, 2018, December 31, 2017 and March 31, 2017, respectively.  The fair value of these investments were NT$2,556 million, NT$2,142 million and NT$1,284 million, as of March 31,2018, December 31, 2017 and March 31, 2017, respectively.

 

Certain investments accounted for under the equity method were audited by other independent accountants.  Shares of profit or loss of these associates and joint ventures amounted to NT$229 million and NT$(27) million for the three-month periods ended March 31, 2018 and 2017, respectively.  Share of other comprehensive income (loss) of these associates and joint ventures amounted to NT$124 million and NT$520 million for the three-month periods ended March 31, 2018 and 2017, respectively.  The balances of investments accounted for under the equity method were NT$9,003 million, NT$8,998 million and NT$6,653 million as of March 31, 2018, December 31, 2017 and March 31, 2017, respectively.

 

None of the aforementioned associates and joint ventures were pledged.

 

b.    Financial information of associates and joint ventures:

 

There is no individually significant associate or joint venture for the Company.  When an associate or a joint venture is a foreign operation, and the functional currency of the foreign entity is different from the Company, an exchange difference arising from translation of the foreign entity will be recognized in other comprehensive income (loss).  Such exchange differences recognized in other comprehensive income (loss) in the financial statements for the three-month periods ended March 31, 2018 and 2017 were NT$(10) million and NT$56 million, respectively, which were not included in the following table.

 

(i)       The aggregate amount of the Company’s share of its associates that are accounted for using the equity method was as follows:

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Income (loss) from continuing operations

 

$207,215

 

$(30,208)

Income (loss) from discontinued operations after income tax

 

-

 

80,248

Other comprehensive income (loss)

 

148,968

 

531,207

Total comprehensive income (loss)

 

$356,183

 

$581,247


 

 

(ii)     The aggregate amount of the Company’s share of its joint ventures that are accounted for using the equity method were nil for the three-month periods ended March 31, 2018 and 2017.

 

c.    One of UMC’s associates, HSUN CHIEH INVESTMENT CO., LTD., held 441 million shares of UMC’s stock as of March 31, 2018, December 31, 2017 and March 31, 2017.  Another associate, YANN YUAN INVESTMENT CO., LTD., held 172 million shares, 172 million shares and 165 million shares of UMC’s stock as of March 31, 2018, December 31, 2017 and March 31, 2017, respectively.

 

(7)   Property, Plant and Equipment

 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Land

 

$1,314,402

 

$1,314,402

 

$1,314,402

Buildings

 

21,006,185

 

21,112,807

 

20,643,885

Machinery and equipment

 

158,386,263

 

160,497,062

 

159,229,230

Transportation equipment

 

20,501

 

18,751

 

20,135

Furniture and fixtures

 

2,074,762

 

2,038,816

 

1,607,200

Leasehold improvement

 

5,806

 

4,353

 

6,741

Construction in progress and equipment awaiting inspection

 

13,856,361

 

20,755,490

 

34,732,972

Net

 

$196,664,280

 

$205,741,681

 

$217,554,565

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

Buildings

 

Machinery

and equipment

 

Transportation equipment

 

Furniture

and fixtures

 

Leasehold improvement

 

Construction in progress and equipment awaiting inspection

 

Total

As of January 1, 2018

 

$1,314,402

 

$38,073,660

 

$826,268,919

 

$75,782

 

$7,675,798

 

$52,557

 

$20,761,439

 

$894,222,557

Additions

 

-

 

-

 

-

 

-

 

-

 

-

 

3,097,820

 

3,097,820

Disposals

 

-

 

-

 

(631,777)

 

-

 

(289)

 

-

 

-

 

(632,066)

Transfers and reclassifications

 

-

 

242,905

 

9,797,344

 

3,234

 

162,863

 

1,980

 

(10,183,102)

 

25,224

Exchange effect

 

-

 

(15,653)

 

(2,364,047)

 

(137)

 

228

 

(763)

 

186,153

 

(2,194,219)

As of March 31, 2018

 

$1,314,402

 

$38,300,912

 

$833,070,439

 

$78,879

 

$7,838,600

 

$53,774

 

$13,862,310

 

$894,519,316

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 1, 2017

 

$1,314,402

 

$37,042,323

 

$785,442,975

 

$78,314

 

$6,826,957

 

$69,245

 

$45,048,631

 

$875,822,847

Additions

 

-

 

-

 

-

 

-

 

-

 

-

 

8,783,901

 

8,783,901

Disposals

 

-

 

-

 

(501,275)

 

(4,194)

 

(8,596)

 

-

 

-

 

(514,065)

Transfers and reclassifications

 

-

 

28,208

 

18,758,983

 

-

 

122,471

 

228

 

(17,796,959)

 

1,112,931

Exchange effect

 

-

 

(546,459)

 

(10,691,899)

 

(1,078)

 

(37,726)

 

(3,034)

 

(1,296,652)

 

(12,576,848)

As of March 31, 2017

 

$1,314,402

 

$36,524,072

 

$793,008,784

 

$73,042

 

$6,903,106

 

$66,439

 

$34,738,921

 

$872,628,766


 

 

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, 2018

 

$-

 

$16,960,853

 

$665,771,857

 

$57,031

 

$5,636,982

 

$48,204

 

$5,949

 

$688,480,876

Depreciation

 

-

 

375,436

 

12,240,929

 

1,523

 

131,723

 

575

 

-

 

12,750,186

Disposals

 

-

 

-

 

(627,461)

 

-

 

(262)

 

-

 

-

 

(627,723)

Transfers and reclassifications

 

-

 

-

 

(3,150)

 

-

 

3,150

 

-

 

-

 

-

Exchange effect

 

-

 

(41,562)

 

(2,697,999)

 

(176)

 

(7,755)

 

(811)

 

-

 

(2,748,303)

As of March 31, 2018

 

$-

 

$17,294,727

 

$674,684,176

 

$58,378

 

$5,763,838

 

$47,968

 

$5,949

 

$697,855,036

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 1, 2017

 

$-

 

$15,612,462

 

$629,903,740

 

$56,356

 

$5,198,998

 

$61,938

 

$5,949

 

$650,839,443

Depreciation

 

-

 

380,494

 

12,210,730

 

1,429

 

130,873

 

614

 

-

 

12,724,140

Disposals

 

-

 

-

 

(500,970)

 

(4,194)

 

(8,561)

 

-

 

-

 

(513,725)

Transfers and reclassifications

 

-

 

-

 

150

 

-

 

(150)

 

-

 

-

 

-

Exchange effect

 

-

 

(112,769)

 

(7,834,096)

 

(684)

 

(25,254)

 

(2,854)

 

-

 

(7,975,657)

As of March 31, 2017

 

$-

 

$15,880,187

 

$633,779,554

 

$52,907

 

$5,295,906

 

$59,698

 

$5,949

 

$655,074,201

 

Please refer to Note 8 for property, plant and equipment pledged as collateral.


 

 

(8)   Intangible Assets

 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Goodwill

 

$15,188

 

$15,188

 

$15,188

Software

 

408,761

 

410,712

 

466,704

Patents and technology license fees

 

2,128,093

 

2,102,561

 

2,027,394

Others

 

1,136,339

 

1,259,048

 

1,180,602

Net

 

$3,688,381

 

$3,787,509

 

$3,689,888

 

Cost:

 

 

 

Goodwill

 

Software

 

Patents and technology license fees

 

Others

 

Total

As of January 1, 2018

 

$15,188

 

$1,080,726

 

$4,687,751

 

$3,565,705

 

$9,349,370

Additions

 

-

 

-

 

-

 

183,422

 

183,422

Disposals

 

-

 

(36,028)

 

-

 

(181,945)

 

(217,973)

Reclassifications

 

-

 

64,278

 

-

 

-

 

64,278

Exchange effect

 

-

 

1,126

 

139,031

 

1

 

140,158

As of March 31, 2018

 

$15,188

 

$1,110,102

 

$4,826,782

 

$3,567,183

 

$9,519,255

 

 

 

Goodwill

 

Software

 

Patents and technology license fees

 

Others

 

Total

As of January 1, 2017

 

$15,188

 

$903,993

 

$4,534,340

 

$3,429,640

 

$8,883,161

Additions

 

-

 

-

 

-

 

275,558

 

275,558

Disposals

 

-

 

(16,242)

 

-

 

(190,279)

 

(206,521)

Reclassifications

 

-

 

83,432

 

-

 

-

 

83,432

Exchange effect

 

-

 

(15,689)

 

(281,370)

 

(4)

 

(297,063)

As of March 31, 2017

 

$15,188

 

$955,494

 

$4,252,970

 

$3,514,915

 

$8,738,567

 

Accumulated Amortization and Impairment:

 

 

 

Goodwill

 

Software

 

Patents and technology license fees

 

Others

 

Total

As of January 1, 2018

 

$-

 

$670,014

 

$2,585,190

 

$2,306,657

 

$5,561,861

Amortization

 

-

 

67,883

 

114,119

 

306,131

 

488,133

Disposals

 

-

 

(36,028)

 

-

 

(181,945)

 

(217,973)

Exchange effect

 

-

 

(528)

 

(620)

 

1

 

(1,147)

As of March 31, 2018

 

$

 

$701,341

 

$2,698,689

 

$2,430,844

 

$5,830,874


 

 

 

 

Goodwill

 

Software

 

Patents and technology license fees

 

Others

 

Total

As of January 1, 2017

 

$-

 

$433,537

 

$2,143,372

 

$2,217,949

 

$4,794,858

Amortization

 

-

 

76,655

 

126,622

 

306,647

 

509,924

Disposals

 

-

 

(16,242)

 

-

 

(109,279)

 

(206,521)

Exchange effect

 

-

 

(5,160)

 

(44,418)

 

(4)

 

(49,582)

As of March 31, 2017

 

$-

 

$488,790

 

$2,225,576

 

$2,334,313

 

$5,048,679

 

The amortization amounts of intangible assets are as follows:

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Operating costs

 

$168,758

 

$197,211

Operating expenses

 

$319,375

 

$312,713

 

(9)   Short-Term Loans

 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Unsecured bank loans

 

$12,361,001

 

$19,159,298

 

$18,841,490

Unsecured other loans

 

7,806,777

 

6,286,242

 

-

Total

 

$20,167,778

 

$25,445,540

 

$18,841,490

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Interest rates applied

 

0.00%~3.60%

 

0.51%~4.35%

 

The Company’s unused short-term lines of credit amounted to NT$69,236 million, NT$62,057 million and NT$49,477 million as of March 31, 2018, December 31, 2017 and March 31, 2017, respectively.


 

 

(10) Bonds Payable

 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Unsecured domestic bonds payable

 

$23,700,000

 

$31,200,000

 

$33,300,000

Unsecured convertible bonds payable

 

18,196,332

 

18,196,332

 

18,196,332

Less: Discounts on bonds payable

 

(789,227)

 

(878,701)

 

(1,137,730)

Total

 

41,107,105

 

48,517,631

 

50,358,602

Less: Current portion

 

(17,429,869)

 

(24,841,770)

 

(14,998,578)

Net

 

$23,677,236

 

$23,675,861

 

$35,360,024

 

A.  UMC issued domestic unsecured corporate bonds.  The terms and conditions of the bonds were as follows:

 

Term

 

Issuance date

 

Issued amount

 

Coupon rate

 

Repayment

Five-year

 

In early June 2012

 

NT$7,500 million

 

1.43%

 

Interest will be paid annually and the principal has been fully repaid in early June 2017.

Seven-year

 

In early June 2012

 

NT$2,500 million

 

1.63%

 

Interest will be paid annually and the principal will be repayable in June 2019 upon maturity.

Five-year

 

In mid-March 2013

 

NT$7,500 million

 

1.35%

 

Interest will be paid annually and the principal has been fully repaid in mid-March 2018.

Seven-year

 

In mid-March 2013

 

NT$2,500 million

 

1.50%

 

Interest will be paid annually and the principal will be repayable in March 2020 upon maturity.

Seven-year

 

In mid-June 2014

 

NT$2,000 million

 

1.70%

 

Interest will be paid annually and the principal will be repayable in June 2021 upon maturity.

Ten-year

 

In mid-June 2014

 

NT$3,000 million

 

1.95%

 

Interest will be paid annually and the principal will be repayable in June 2024 upon maturity.

Five-year

 

In late March 2017

 

NT$6,200 million

 

1.15%

 

Interest will be paid annually and the principal will be repayable in March 2022 upon maturity.

Seven-year

 

In late March 2017

 

NT$2,100 million

 

1.43%

 

Interest will be paid annually and the principal will be repayable in March 2024 upon maturity.

Five-year

 

In early October 2017

 

NT$2,000 million

 

0.94%

 

Interest will be paid annually and the principal will be repayable in October 2022 upon maturity.

Seven-year

 

In early October 2017

 

NT$3,400 million

 

1.13%

 

Interest will be paid annually and the principal will be repayable in October 2024 upon maturity.


 

 

B.  On May 18, 2015, UMC issued SGX-ST listed currency linked zero coupon convertible bonds.  The terms and conditions of the bonds were as follows:
 

a.  

Issue Amount: US$600 million 
 

b.  

Period: May 18, 2015 ~ May 18, 2020 (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 the ordinary shares of UMC on the TWSE, for a period of 20 out of 30 consecutive trading days, the last of which occurs not more than 5 days prior to the date upon which notice of such redemption is published, is at least 125% of the conversion price.  The Early Redemption Price will be converted into NTD based on the Fixed Exchange Rate (NTD 30.708=USD 1.00), and this fixed NTD amount will be converted using the prevailing rate at the time of redemption for payment in USD.

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 18, 2018 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 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: Ordinary shares of UMC

ii. 

Conversion Period: The bonds are convertible at any time on or after June 28, 2015 and prior to May 8, 2020, into UMC 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 converting holder of the bonds to vote with respect to the shares it receives will be subject to certain restrictions.

iii. 

Conversion Price and Adjustment: The conversion price was originally NT$17.50 per share.  The conversion price will be subject to adjustments upon the occurrence of certain events set out in the indenture.  The conversion price was NT$15.4320 per share on March 31, 2018.

 

 

 

  


 

 

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.

 

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$1,894 million, after reduction of issuance costs amounting to NT$9 million.  The effective interest rate on the liability component of the convertible bonds was determined to be 2.03%.

 

(11) Long-Term Loans

 

a.    Details of long-term loans as of March 31, 2018, December 31, 2017 and March 31, 2017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

As of

 

 

Lenders

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

 

Redemption

Secured Long-Term Loan from Mega International Commercial Bank (1)

 

$-

 

$-

 

$14,611

 

Effective August 1, 2012 to August 1, 2017.  Interest-only payment for the first year.  Principal is repaid in 17 quarterly payments with monthly interest payments.

Secured Long-Term Loan from Mega International Commercial Bank (2)

 

3,000

 

4,000

 

7,000

 

Effective November 21, 2013 to November 21, 2018.  Interest-only payment for the first year.  Principal is repaid in 17 quarterly payments with monthly interest payments.

Secured Long-Term Loan from Mega International Commercial Bank (3)

 

7,653

 

8,200

 

-

 

Effective July 3, 2017 to July 5, 2021.  Interest-only payment for the first year.  Principal is repaid in 17 quarterly payments with monthly interest payments.

Secured Long-Term Loan from Taiwan Cooperative Bank (1)

 

-

 

-

 

8,765

 

Effective May 25, 2012 to May 25, 2017. Interest-only payment for the first year. Principal is repaid in 17 quarterly payments with monthly interest payments.

Secured Long-Term Loan from Taiwan Cooperative Bank (2)

 

$11,235

 

$16,853

 

$33,706

 

Effective July 10, 2013 to July 10, 2018. Interest-only payment for the first year.  Principal is repaid in 17 quarterly payments with monthly interest payments.

Secured Long-Term Loan from Taiwan Cooperative Bank (3)

 

9,134

 

10,276

 

13,701

 

Effective February 13, 2015 to February 13, 2020.  Interest-only payment for the first year.  Principal is repaid in 17 quarterly payments with monthly interest payments.

Secured Long-Term Loan from Taiwan Cooperative Bank (4)

 

12,044

 

13,382

 

17,397

 

Effective April 28, 2015 to April 28, 2020.  Interest-only payment for the first year. Principal is repaid in 17 quarterly payments with monthly interest payments.

Secured Long-Term Loan from Taiwan Cooperative Bank (5)

 

4,294

 

4,724

 

6,012

 

Effective August 10, 2015 to August 10, 2020.  Interest-only payment for the first year. Principal is repaid in 17 quarterly payments with monthly interest payments.

Secured Long-Term Loan from Taiwan Cooperative Bank (6)

 

92,162

 

95,135

 

104,054

 

Effective October 19, 2015 to October 19, 2025.  Interest-only payment for the first year.  Principal is repaid in 37 quarterly payments with monthly interest payments.

Secured Long-Term Loan from Taiwan Cooperative Bank (7)

 

1,329

 

1,476

 

1,919

 

Effective October 28, 2015 to April 28, 2020.  Interest-only payment for the first half year. Principal is repaid in 17 quarterly payments with monthly interest payments.

Secured Long-Term Loan from Taiwan Cooperative Bank (8)

 

3,818

 

4,165

 

5,206

 

Effective November 20, 2015 to November 20, 2020.  Interest-only payment for the first year.  Principal is repaid in 17 quarterly payments with monthly interest payments.

Unsecured Long-Term Loan from Bank of Taiwan (1)

 

-

 

-

 

750,000

 

Repayable quarterly from October 31, 2015 to July 31, 2017 with monthly interest payments.

Unsecured Long-Term Loan from Bank of Taiwan (2)

 

300,000

 

300,000

 

-

 

Repayable quarterly from March 23, 2019 to December 23, 2021 with monthly interest payments.

Unsecured Syndicated Loans from Bank of Taiwan and 7 others

 

$997,200

 

$1,246,500

 

$1,315,750

 

Repayable semi-annually from February 6, 2017 to February 6, 2020 with monthly interest payments.

Unsecured Long-Term Loan from Mega International Commercial Bank

 

355,767

 

474,356

 

830,123

 

Repayable quarterly from October 4, 2015 to October 4, 2018 with monthly interest payments.

Unsecured Long-Term Loan from E. Sun Bank

 

-

 

-

 

166,667

 

Repayable quarterly from December 24, 2015 to December 24, 2017 with monthly interest payments.

Unsecured Long-Term Loan from Taiwan Cooperative Bank

 

-

 

-

 

712,500

 

Repayable quarterly from March 24, 2016 to December 24, 2017 with monthly interest payments.

Unsecured Revolving Loan from CTBC Bank (Note A)

 

-

 

-

 

1,000,000

 

Settlement due on January 25, 2021 with monthly interest payments.

Unsecured Revolving Loan from KGI Bank (Note B)

 

-

 

-

 

1,000,000

 

Settlement due on December 25, 2019 with monthly interest payments.

Secured Syndicated Loans from China Development Bank and 6 others

 

29,539,992

 

29,989,811

 

23,467,196

 

Effective October 20, 2016 to October 20, 2024.  Interest-only payment for the first and the second year.  Principal is repaid in 13 semi-annual payments with semi-annual interest payments.

Subtotal

 

31,337,628

 

32,168,878

 

29,454,607

 

 

Less: Administrative expenses from syndicated loans

 

(3,116)

 

(3,542)

 

(4,817)

 

 

Less: Current portion

 

(2,399,372)

 

(2,522,052)

 

(2,497,427)

 

 

Total

 

$28,935,140

 

$29,643,284

 

$26,952,363

 

 


 

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Interest Rates

 

0.99%~4.66%

 

1.04%~4.66%


 

 

Note A: UMC entered into a 5-year loan agreement with CTBC Bank, effective from January 25, 2016.  The agreement offered UMC a revolving line of credit of NT$2.5 billion starting from the first use of the loan to the expiration date of the agreement, January 25, 2021.  As of March 31, 2018, December 31, 2017 and March 31, 2017, the unused line of credit were NT$2.5 billion, NT$2.5 billion and NT$1.5 billion, respectively.

 

Note B: UMC entered into a 5-year loan agreement with KGI Bank, effective from September 25, 2014.  The agreement offered UMC a revolving line of credit of NT$2 billion.  This line of credit will be reduced starting from the end of the second year after the first use and every twelve months thereafter, with a total of four adjustments.  The expiration date of the agreement is December 25, 2019.  As of March 31, 2018, December 31, 2017 and March 31, 2017, the unused line of credit were NT$1 billion, NT$1 billion and NT$0.5 billion, respectively.

 

b.  Please refer to Note 8 for property, plant and equipment pledged as collateral for long- term loans.

 

(12) Post-Employment Benefits

 

a.  Defined contribution plan

 

The employee pension plan under the Labor Pension Act of the R.O.C. (the Act) is a defined contribution plan.  Pursuant to the plan, UMC and its domestic subsidiaries make monthly contributions of 6% based on each individual employee’s salary or wage to employees’ pension accounts.  Pension benefits for employees of the Singapore branch and subsidiaries overseas were provided in accordance with the local regulations.  A total of NT$331 million and NT$305 million were contributed by the Company for the three-month periods ended March 31, 2018 and 2017, respectively.

 

b.  Defined benefit plan

 

The employee pension plan mandated by the Labor Standards Act of the R.O.C. is a defined benefit plan.  The pension benefits are disbursed based on the units of service years and average monthly salary prior to retirement according to the Labor Standards Act.  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 and the total units will not exceed 45 units.  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 a pension fund supervisory committee.  The pension fund is managed by the government’s designated authorities and therefore is not included in the Company’s consolidated financial statements.  Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year.  For the three-month periods ended March 31, 2018 and 2017, total pension expenses of NT$17 million and NT$20 million, respectively, were recognized by the Company.


 

 

(13) Deferred Government Grants

 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Beginning balance

 

$14,595,546

 

$9,297,371

 

$9,297,371

Arising during the period

 

6,593,436

 

6,755,920

 

-

Recorded in profit or loss:

 

 

 

 

 

 

Other operating income

 

(869,370)

 

(1,469,616)

 

(144,744)

Exchange effect

 

294,319

 

11,871

 

(422,744)

Ending balance

 

$20,613,931

 

$14,595,546

 

$8,729,883

 

 

 

 

 

 

 

Current

 

$3,947,736

 

$2,821,467

 

$967,236

Noncurrent

 

16,666,195

 

11,774,079

 

7,762,647

Total

 

$20,613,931

 

$14,595,546

 

$8,729,883

 

The significant government grants related to equipment acquisitions received by the Company are amortized as income over the useful lives of related equipment, and recorded in the net other operating income and expenses.

 

(14) Refund Liabilities

 

 

 

As of March 31, 2018

Refund liabilities

 

$982,205

 

After adopting IFRS 15, the Company’s allowance for sales returns and discounts are presented as refund liabilities within other current liabilities, different from its prior presentation as a contra-accounts to accounts receivable.

 

(15) Equity


 

 

a.  Capital stock:

 

i.   UMC had 26,000 million common shares authorized to be issued as of March 31, 2018, December 31, 2017 and March 31, 2017, of which 12,624 million shares were issued as of March 31, 2018, December 31, 2017 and March 31, 2017, each at a par value of NT$10.

 

ii.  UMC had 144 million, 144 million and 151 million ADSs, which were traded on the NYSE as of March 31, 2018, December 31, 2017 and March 31, 2017, respectively.  The total number of common shares of UMC represented by all issued ADSs were 721 million shares, 721 million shares and 754 million shares as of March 31, 2018, December 31, 2017 and March 31, 2017, respectively.  One ADS represents five common shares.

 

b.  Treasury stock:

 

i.   UMC carried out treasury stock program and repurchased its shares from the centralized securities exchange market.  The purpose for repurchase, and changes in treasury stock during the three-month periods ended March 31, 2018 and 2017 are as follows:

 

For the three-month period ended March 31, 2018

(In thousands of shares)

 

 

Purpose

 

As of

January 1,

2018

 

 

Increase

 

 

Decrease

 

As of

March 31,

2018

For transfer to employees

 

400,000

 

-

 

-

 

400,000

For maintain the company's credibility and stockholders' equity

 

-

 

39,607

 

-

 

39,607

 

 

400,000

 

39,607

 

-

 

439,607

 

For the three-month period ended March 31, 2017


 

(In thousands of shares)

 

 

Purpose

 

As of

January 1,

2017

 

 

Increase

 

 

Decrease

 

As of

March 31,

2017

For transfer to employees

 

400,000

 

-

 

-

 

400,000

 

 

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 number of shares of treasury stock that UMC held as of March 31, 2018, December 31, 2017 and March 31, 2017, did not exceed the limit.

iii.

In compliance with Securities and Exchange Law of the R.O.C., treasury stock held by the parent company 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 March 31, 2018, December 31, 2017 and March 31, 2017, UMC’s subsidiary, FORTUNE VENTURE CAPITAL CORP., held 16 million shares of UMC’s stock.  The closing price on March 31, 2018, December 31, 2017 and March 31, 2017, were  NT$15.50, NT$14.20 and NT$12.20, respectively.

v.

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 be distributed in the following order:

 

i.   Payment of taxes.

ii.  Making up loss for preceding years.


 

iii. Setting aside 10% for legal reserve, except for when accumulated legal reserve has reached UMC’s paid-in capital.

iv. Appropriating or reversing special reserve by government officials or other regulations.

v.  The remaining, plus the previous year’s unappropriated earnings, shall be distributed according to the distribution plan proposed by the Board of Directors according to the dividend policy and submitted to the stockholders’ meeting for approval.

 

Because UMC conducts business in a capital intensive industry and continues to operate in its growth phase, the dividend policy of UMC shall be determined pursuant to factors such as the investment environment, its funding requirements, domestic and overseas competitive landscape and its capital expenditure forecast, as well as stockholders’ interest, balancing dividends and UMC’s long-term financial planning.  The Board of Directors shall propose the distribution plan and submit it to the stockholders’ meeting every year.  The distribution of stockholders dividend shall be allocated as cash dividend in the range of 20% to 100%, and stock dividend in the range of 0% to 80%.

 

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 debit balance of exchange differences on translation of foreign operations, 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 deficits.

 

The distribution of earnings for 2016 was approved by the stockholders’ meeting held on June 8, 2017, while the distribution of earnings for 2017 was approved by the Board of Directors’ meeting on March 7, 2018.  The details of distribution are as follows:

 

 

 

Appropriation of earnings

(in thousand NT dollars)

 

Cash dividend per share

(NT dollars)

 

 

2017

 

2016

 

2017

 

2016

Legal reserve

 

$962,873

 

$831,566

 

 

 

 

Cash dividends

 

8,557,023

 

6,112,159

 

$0.70

 

$0.50

 

The aforementioned 2016 distribution approved by stockholders’ meeting was consistent with the resolutions of meeting of Board of Directors held on February 22, 2017.


 

 

The appropriation of 2017 unappropriated retained earnings has not yet been approved by the stockholder’s meeting as of the reporting date.  Information relevant to the Board of Directors’ recommendations and stockholders’ approval can be obtained from the “Market Observation Post System” on the website of the TWSE.

 

Please refer to Note 6(17) for information on the employees’ compensation and remuneration to directors.

 

d.  Non-controlling interests:

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Beginning balance

 

$956,808

 

$2,161,729

Impact of retroactive applications

 

1,597

 

-

Adjusted beginning balance

 

958,405

 

2,161,729

Attributable to non-controlling interests:

 

 

 

 

Net loss

 

(370,814)

 

(788,995)

Other comprehensive income (loss)

 

8,147

 

(111,817)

The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries

 

-

 

(1,099,544)

Changes in subsidiaries’ ownership

 

(748,190)

 

31,608

Others

 

357,769

 

754,441

Ending balance

 

$205,317

 

$947,422

 

(16) Operating Revenues

 

a.  Disaggregation of revenue

 

By operating segments

 

 

 

For the three-month period ended March 31, 2018

 

 

Wafer

Fabrication

 

New

Business

 

Subtotal

 

Adjustment

and

Elimination

 

Consolidated

Contract revenue from customers

 

$37,437,590

 

$66,521

 

$37,504,111

 

$(6,974)

 

$37,497,137

 

 

 

 

 

 

 

 

 

 

 

The timing of revenue recognition:

 

 

 

 

 

 

 

 

The revenue recognized at  a point in time

 

$35,813,130

 

$66,521

 

$35,879,651

 

$(6,974)

 

$35,872,677

The revenue recognized over time

 

1,624,460

 

-

 

1,624,460

 

-

 

1,624,460

Total

 

$37,437,590

 

$66,521

 

$37,504,111

 

$(6,974)

 

$37,497,137


 

 

By geography

 

 

For the three-month period ended March 31, 2018

 

 

Taiwan

 

Singapore

 

China (includes Hong Kong)

 

Japan

 

USA

 

Europe

 

Others

 

Total

Contract revenue from customers

 

$12,625,184

 

$6,602,198

 

$5,257,087

 

$1,084,275

 

$5,876,505

 

$2,834,725

 

$3,217,163

 

$37,497,137

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

The revenue recognized at a point in time

 

$12,560,918

 

$6,601,040

 

$3,929,180

 

$1,082,935

 

$5,871,846

 

$2,656,334

 

$3,170,424

 

$35,872,677

The revenue recognized over time

 

64,266

 

1,158

 

1,327,907

 

1,340

 

4,659

 

178,391

 

46,739

 

1,624,460

Total

 

$12,625,184

 

$6,602,198

 

$5,257,087

 

$1,084,275

 

$5,876,505

 

$2,834,725

 

$3,217,163

 

$37,497,137

 

b.  Contract balances

 

i.   Contract assets, current

 

 

 

As of

 

 

 

 

January 1, 2018

 

March 31, 2018

 

Differences

Sales of goods and services

 

$129,042

 

$135,405

 

$6,363

             

 


 

As of March 31, 2018, the Company has an unconditional right to receive the consideration in the contract of to NT$125 million and transferred to trade receivables at the reporting date.

 

ii.  Contract liabilities, current

 

 

 

As of

 

 

 

 

January 1, 2018

 

March 31, 2018

 

Differences

Sales of goods and services

 

$3,951,414

 

$3,027,825

 

$(923,589)

             

 

As of March 31, 2018, NT$1,524 million included in the current contract liability balance at the beginning of the period was recognized as revenue during the period.

 

c.  The Company’s transaction price allocated to unsatisfied performance obligations amounted to NT$4,772 million as of March 31, 2018, which will be recognized as revenue no later than 2020.  An estimate of the transaction price would not include any estimated amounts of variable consideration that are constrained.

 

d.  Asset recognized form the cost to fulfil a contract with customer

As of March 31, 2018, the Company recognizes the cost to fulfil a non-recurring engineering contract and cost for joint technology development that are eligible for capitalization as assets amounted to NT$161 million.

 

(17) Operating Costs and Expenses

 

The Company’s employee benefit, depreciation and amortization expenses are summarized as follows:

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

 

 

Operating costs

 

Operating expenses

 

 

Total

 

Operating costs

 

Operating expenses

 

Total

Employee benefit expenses

 

 

 

 

 

 

 

 

 

 

 

 

Salaries

 

$4,320,721

 

$1,664,301

 

$5,985,022

 

$4,076,861

 

$1,759,246

 

$5,836,107

Labor and health insurance

 

228,667

 

86,403

 

315,070

 

229,360

 

104,657

 

334,017

Pension

 

265,977

 

81,873

 

347,850

 

244,698

 

80,368

 

325,066

Other employee benefit expenses

 

61,385

 

20,247

 

81,632

 

48,065

 

21,929

 

69,994

Depreciation

 

12,074,723

 

636,072

 

12,710,795

 

11,919,207

 

774,014

 

12,693,221

Amortization

 

195,633

 

342,676

 

538,309

 

225,626

 

342,372

 

567,998


 

 

According to UMC’s Articles of Incorporation, the employees’ compensation and directors’ remuneration shall be distributed in the following order:

 

UMC shall allocate no less than 5% of profit as employees’ compensation and no more than 0.1% of profit as directors’ compensation for each profitable fiscal year after offsetting any cumulative losses.  The aforementioned employees’ compensation will be distributed in shares or cash.  The employees of UMC’s subsidiaries who fulfill specific requirements stipulated by the Board of Directors may be granted such compensation.  Directors may only receive compensation in cash.  UMC may, by a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors, distribute the aforementioned employees’ and director’s compensation and report to the stockholders’ meeting for such distribution.

 

The Company estimates the amounts of the employees’ compensation and remuneration to directors and recognizes them in the profit or loss during the periods when earned for the three-month periods ended March 31, 2018 and 2017.  The Board of Directors estimated the amount by taking into consideration the Articles of Incorporation, government regulations and industry averages.  If the Board of Directors resolves to distribute employee compensation through stock, the number of stock distributed is calculated based on total employee compensation divided by the closing price of the day before the Board of Directors meeting.  If the Board of Directors subsequently modifies the estimates significantly, the Company will recognize the change as an adjustment in the profit or loss in the subsequent period.  The difference between the estimation and the resolution of the stockholders’ meeting will be recognized in profit or loss in the subsequent year.

 

The distributions of employees’ compensation and remuneration to directors for 2016 were reported to the stockholders’ meeting on June 8, 2017, while the distributions of employees’ compensation and remuneration to directors for 2017 were approved through the Board of Directors’ meeting on March 7, 2018.  The details of distribution are as follows:

 

 

 

2017

 

2016

Employees’ compensation – Cash

 

$1,032,324

 

$930,551

Directors’ remuneration

 

11,452

 

9,714

 

The aforementioned 2017 employees’ compensation and remuneration to directors approved during the Board of Directors’ meeting were consistent with amounts recognized by the Company.  The aforementioned 2016 employees’ compensation and remuneration to directors reported during the stockholders’ meeting were consistent with the resolutions of meeting of Board of Directors held on February 22, 2017.


 

 

Information relevant to the aforementioned employees’ compensation and remuneration to directors can be obtained from the “Market Observation Post System” on the website of the TWSE.

 

(18) Net Other Operating Income and Expenses

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Net rental loss from property

 

$(38,620)

 

$(35,139)

Gain on disposal of property, plant and equipment

 

26,525

 

8,722

Government grants

 

981,289

 

161,080

Others

 

7,751

 

19,339

Total

 

$976,945

 

$154,002

 

(19) Non-Operating Income and Expenses

 

a.  Other income

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Interest income

 

 

 

 

Bank deposits

 

$134,058

 

$49,326

Others

 

5,395

 

5,006

Dividend income

 

1,319

 

-

Total

 

$140,772

 

$54,332

 

b.  Other gains and losses

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Gain on valuation of financial assets and liabilities at fair value through profit or loss

 

$376,519

 

$448,244

Impairment loss

 

 

 

 

Available-for-sale financial assets, noncurrent

 

-

 

(286,763)

Gain (loss) on disposal of investments

 

(2,609)

 

488,140

Other gains and losses

 

30,750

 

18,855

Total

 

$404,660

 

$668,476


 

 

c.  Finance costs

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Interest expenses

 

 

 

 

Bonds payable

 

$192,612

 

$184,173

Bank loans

 

406,046

 

342,485

Others

 

70,321

 

25

Financial expenses

 

16,835

 

32,596

Total

 

$685,814

 

$559,279

 

(20) Components of Other Comprehensive Income (Loss)

 

 

 

For the three-month period ended March 31, 2018

 

 

 

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

Items that will not be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

Unrealized gains or losses on financial assets at fair value through other comprehensive income

 

$1,148,243

 

$-

 

$1,148,243

 

$(22,973)

 

$1,125,270

Share of other comprehensive income (loss) of associates and joint ventures which will not be reclassified subsequently to profit or loss

 

151,546

 

-

 

151,546

 

(5,044)

 

146,502

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

Exchange differences on translation of foreign operations

 

(1,515,172)

 

-

 

(1,515,172)

 

17,002

 

(1,498,170)

Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss

 

(18,317)

 

2,690

 

(15,627)

 

8,066

 

(7,561)

Total other comprehensive income (loss)

 

$(233,700)

 

$2,690

 

$(231,010)

 

$(2,949)

 

$(233,959)


 

 

 

 

 

 

 

For the three-month period ended March 31, 2017

 

 

 

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

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

Exchange differences on translation of foreign operations

 

$(5,365,128)

 

$-

 

$(5,365,128)

 

$37,914

 

$(5,327,214)

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

 

$1,798,050

 

$(94,790)

 

$1,703,260

 

$39,004

 

$1,742,264

Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss

 

502,843

 

110,804

 

613,647

 

(25,983)

 

587,664

Total other comprehensive income (loss)

 

$(3,064,235)

 

$16,014

 

$(3,048,221)

 

$50,935

 

$(2,997,286)

 

(21) Income Tax

 

a.  The major components of income tax expense for the three-month periods ended March 31, 2018 and 2017 were as follows:

 

i.   Income tax expense recorded in profit or loss

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Current income tax expense (benefit):

 

 

 

 

Current income tax charge

 

$86,301

 

$119,556

Adjustments in respect of current income tax of prior periods

 

(952,754)

 

(355,559)

Deferred income tax expense (benefit):

 

 

 

 

Deferred income tax related to origination and reversal of temporary differences

 

272,935

 

(133,491)

Deferred income tax related to recognition and derecognition of tax losses and unused tax credits

 

(312,905)

 

(107,047)

Deferred income tax related to changes in tax rates

 

(869,858)

 

-

Adjustment of prior year’s deferred income tax

 

(27,394)

 

14,813

Deferred income tax arising from write-down or reversal of write-down of deferred tax assets

 

630,727

 

32,148

Income tax benefit recorded in profit or loss

 

$(1,172,948)

 

$(429,580)


 

 

ii.  Income tax related to components of other comprehensive income (loss)

 

Items that will not be reclassified subsequently to profit or loss:

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Unrealized gains or losses on financial assets at fair value through other comprehensive income

 

$(22,973)

 

$-

Share of other comprehensive income (loss) of associates and joint ventures which will not be reclassified subsequently to profit or loss

 

(5,044)

 

-

Income tax related to items that will not be reclassified subsequently to profit or loss

 

$(28,017)

 

$-

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Exchange differences on translation of foreign operations

 

$17,002

 

$37,914

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

 

-

 

39,004

Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss

 

8,066

 

(25,983)

Income tax related to items that may be reclassified subsequently to profit or loss

 

$25,068

 

$50,935


 

 

iii. Deferred income tax charged directly to equity

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Deferred income tax related to changes in tax rates

 

$(56,759)

 

$-

 

b.  A reconciliation between income tax expense and income before tax at UMC’s applicable tax rate was as follows:

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Income before tax

 

$1,856,636

 

$1,067,445

At UMC’s statutory income tax rate

 

371,327

 

181,466

Adjustments in respect of current income tax of prior periods

 

(952,754)

 

(355,559)

Net changes in loss carry-forward and investment tax credits

 

147,704

 

45,601

Adjustment of deferred tax assets/liabilities for write-downs/reversals and different jurisdictional tax rates

 

355,349

 

(28,448)

Tax effect of non-taxable income and non-deductible expenses:

 

 

 

 

Tax exempt income

 

(63,447)

 

(348,239)

Investment gain

 

(181,982)

 

(52,364)

Others

 

44,190

 

93,871

Basic tax

 

-

 

21,095

Deferred income tax related to changes in tax rates

 

(869,858)

 

-

Effect of different tax rates applicable to UMC and its subsidiaries

 

(26,935)

 

1,149

Taxes withheld in other jurisdictions

 

247

 

12,101

Others

 

3,211

 

(253)

Income tax benefit recorded in profit or loss

 

$(1,172,948)

 

$(429,580)


 

 

c.  The Company is subject to taxation in Taiwan and other foreign jurisdictions.  As of March 31, 2018, income tax returns of UMC and its subsidiaries in Taiwan have been examined by the tax authorities through 2014, while in other foreign jurisdictions, relevant tax authorities have completed the examination through 2009.

 

d. According to the amendments to the R.O.C. Income Tax Act, effective from 2018, the corporate income tax rate of is raised from 17% to 20%, and the 10% undistributed earnings tax is lowered to 5%.

 

(22) Earnings Per Share

 

a.  Earnings per share-basic

 

Basic earnings per share amounts are calculated by dividing the net income for the year attributable to ordinary equity holders of the parent company by the weighted-average number of ordinary shares outstanding during the year.  The reciprocal stockholdings held by subsidiaries are deducted from the computation of weighted-average number of shares outstanding.

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Net income attributable to the parent company

 

$3,400,398

 

$2,286,020

Weighted-average number of ordinary shares for basic earnings per share (thousand shares)

 

12,202,773

 

12,208,240

Earnings per share-basic (NTD)

 

$0.28

 

$0.19

 

b.  Earnings per share-diluted

 

Diluted earnings per share is calculated by taking basic earnings per share plus the effect of additional common shares that would have been outstanding if the dilutive share equivalents had been issued.  The net income attributable to ordinary equity holders of the parent company would be also adjusted for the interest and other income or expenses derived from any underlying dilutive share equivalents, such as convertible bonds.  For employees’ compensation that may be distributed in shares, the number of shares to be distributed is taken into consideration assuming the distribution will be made entirely in shares when calculating diluted earnings per share.

 


 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Net income attributable to the parent company

 

$3,400,398

 

$2,286,020

Effect of dilution

 

 

 

 

Unsecured convertible bonds

 

70,307

 

71,483

Income attributable to stockholders of the parent

 

$3,470,705

 

$2,357,503

Weighted-average number of common stocks for basic earnings per share (thousand shares)

 

12,202,773

 

12,208,240

Effect of dilution

 

 

 

 

Employees’ compensation

 

60,453

 

57,470

Unsecured convertible bonds

 

1,193,935

 

1,152,306

Weighted-average number of common stocks after dilution (thousand shares)

 

13,457,161

 

13,418,016

 

 

 

 

 

Diluted earnings per share (NTD)

 

$0.26

 

$0.18

 

(23) Reconciliation of Liabilities Arising from Financing Activities

 

For the three-month period ended March 31, 2018:

 

 

 

 

 

 

 

Non-cash changes

 

 

Items

 

As of January 1, 2018

 

Cash Flows

 

Foreign exchange

 

Others

(Note)

 

As of

March 31, 2018

Short-term loans

 

$25,445,540

 

$(5,179,470)

 

$(169,163)

 

$70,871

 

$20,167,778

Long-term loans (current portion included)

 

32,165,336

 

(381,430)

 

(449,820)

 

426

 

31,334,512

Bonds payable (current portion included)

 

48,517,631

 

(7,500,000)

 

-

 

89,474

 

41,107,105

Guarantee deposits (current portion included)

 

564,576

 

(57,276)

 

(10,228)

 

-

 

497,072

Other financial liabilities-noncurrent

 

20,486,119

 

-

 

321,012

 

96,265

 

20,903,396

 

Note:  Other non-cash changes mainly consisted of amortization of short-term loans, bonds payable and other financial liabilities-noncurrent using the EIR method.

 

For the three-month period ended March 31, 2017: Not applicable.


 

 

7.    RELATED PARTY TRANSACTIONS

 

The following is a summary of transactions between the Company and related parties during the financial reporting periods:

 

(1)      Name and Relationship of Related Parties

 

Name of related parties

 

Relationship with the Company

FARADAY TECHNOLOGY CORP. and its Subsidiaries

 

Associate

JINING SUNRICH SOLARENERGY CORPORATION

 

Joint venture’s subsidiary

SILICON INTEGRATED SYSTEMS CORP.

 

The Company’s director

SUBTRON TECHNOLOGY CO., LTD.

 

Subsidiary’s supervisor

PHOTRONICS DNP MASK CORPORATION

 

Other related parties

 

(2)      Significant related party transactions

 

a.  Operating transactions

 

Operating revenues

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Associates

 

$177,067

 

$482,785

Joint ventures

 

3,199

 

3,131

Others

 

3,206

 

5,392

Total

 

$183,472

 

$491,308

 

Accounts receivable, net

 

 

As of

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Associates

 

$102,719

 

$84,839

 

$411,032

Joint ventures

 

1,068

 

1,051

 

1,013

Others

 

3,122

 

7,908

 

5,327

Total

 

106,909

 

93,798

 

417,372

Less: Allowance for sales returns and discounts

 

-

 

(2,733)

 

(4,450)

Net

 

$106,909

 

$91,065

 

$412,922

 

The sales price to the above related parties was determined through mutual agreement in reference to market conditions.  The collection periods for domestic sales to related parties were month-end 30~60 days, while the collection periods for overseas sales was net 30~60 days.


 

 

Refund liabilities (within current liabilities-others)

 

 

As of March 31, 2018

Associates

 

$2,078

Others

 

120

Total

 

$2,198

 

b.    Significant asset transactions

 

Acquisition of intangible assets

 

 

For the three-month periods ended March 31,

 

 

Purchase price

 

 

2018

 

2017

Associates

 

$10,169

 

$83,095

 

Disposal of financial assets

 

For the three-month period ended March 31, 2018: None.

 

 

 

 

 

 

 

For the three-month period ended March 31, 2017

 

 

Trading Volume

(In thousands of shares)

 

Transaction underlying

 

Disposal amount

 

Disposal

loss

Others

 

6,489

 

ASIA PACIFIC MICROSYSTEMS, INC.

 

$50,745

 

$(13,753)

 

c.     Others

 

Mask expenditure

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Others

 

$469,950

 

$-

 

Other payables of mask expenditure

 


 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Others

 

$589,690

 

$580,789

 

$-

 

d.    Key management personnel compensation

 

 

 

For the three-month periods ended March 31,

 

 

2018

 

2017

Short-term employee benefits

 

$82,405

 

$102,456

Post-employment benefits

 

1,079

 

675

Share-based payment

 

16

 

17

Others

 

69

 

92

Total

 

$83,569

 

$103,240

 

8.    ASSETS PLEDGED AS COLLATERAL

 

As of March 31, 2018, December 31, 2017 and March 31, 2017

 

 

 

 

 

 

 

 

 

Amount

 

 

 

 

 

 

As of

 

 

 

 

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

 

Party to which asset(s)

was pledged

 

Purpose of pledge

Refundable Deposits

(Time deposit)

 

$810,000

 

$818,195

 

$810,195

 

Customs

 

Customs duty guarantee

Refundable Deposits

(Time deposit)

 

237,358

 

246,008

 

261,498

 

Science Park Administration

 

Collateral for land lease

Refundable Deposits

(Time deposit)

 

19,579

 

20,991

 

-

 

Science Park Administration

 

Collateral for dormitory lease

Refundable Deposits

(Time deposit)

 

800

 

800

 

-

 

Science Park Administration

 

Industry-university cooperative research project performance guarantees

Refundable Deposits

(Time deposit)

 

37,084

 

37,084

 

37,084

 

Liquefied Natural Gas Business Division, CPC Corporation, Taiwan

 

Energy resources guarantee

Refundable Deposits

(Time deposit)

 

-

 

-

 

286

 

Bureau of Energy, Ministry of Economic Affairs

 

Energy resources guarantee

Buildings

 

6,064,461

 

6,083,976

 

4,697,459

 

Taiwan Cooperative Bank and Secured Syndicated Loans from China Development Bank and 6 others

 

Collateral for long-term loans

Machinery and equipment

 

31,480,732

 

32,428,768

 

34,843,995

 

Taiwan Cooperative Bank, Mega International Commercial Bank and Secured Syndicated Loans from China Development Bank and 6 others

 

Collateral for long-term loans

Other noncurrent assets

 

326,370

 

323,001

 

316,177

 

Secured Syndicated Loans from China Development Bank and 6 others

 

Collateral for long-term loans

Total

 

$38,976,384

 

$39,958,823

 

$40,966,694

 

 

 

 


 

 

9.    SIGNIFICANT CONTINGENCIES AND UNRECOGNIZED CONTRACT COMMITMENTS

 

(1)

As of March 31, 2018, amounts available under unused letters of credit for importing machinery and equipment was NT$0.1 billion.
  

(2)

The Company entered into several patent license agreements and development contracts of intellectual property for a total contract amount of approximately NT$11.4 billion.  As of March 31, 2018, the portion of royalties and development fees not yet recognized was NT$0.9 billion.

 

(3)

The Company entered into several construction contracts for the expansion of its operations.  As of March 31, 2018, these construction contracts amounted to approximately NT$3.7 billion and the portion of the contracts not yet recognized was approximately NT$0.5 billion.

 

(4)

The Company entered into several operating lease contracts for land and office.  These renewable operating leases will expire in various years through 2038.  Future minimum lease payments under those leases are as follows:

 

Year

 

 

As of March 31, 2018

2018

 

 

$280,941

2019

 

 

365,254

2020

 

 

341,002

2021

 

 

326,656

2022

 

 

330,271

2023 and thereafter

 

 

3,184,134

Total

 

 

$4,828,258


 
 

(5)

The Board of Directors of UMC resolved in October 2014 to participate in a 3-way agreement with Xiamen Municipal People’s Government and FUJIAN ELECTRONIC & INFORMATION GROUP to form a company which will focus on 12" wafer foundry services.  Based on the agreement, UMC submitted an investment application with R.O.C. government authorities for approval to invest in the company established by Xiamen Municipal People’s Government and FUJIAN ELECTRONIC & INFORMATION GROUP.  The Company anticipates that its investment could reach approximately US$1.4 billion by 2020, with instalment funding started in 2015.  Up to March 31, 2018, UMC has obtained R.O.C. government authority’s approval of the investment application for US$1.3 billion (including indirect investment).  In January 2015, the Company obtained control over UNITED SEMICONDUCTOR (XIAMEN) CO., LTD. by acquiring more than half of the seats of the Board of Directors.  As of March 31, 2018, the investment amount is RMB 7.1 billion, representing ownership interest of 61.50%.  Furthermore, according to the agreement, UMC recognized a financial liability in other noncurrent liabilities-others, for the repurchase of other investors’ investments in the company at their original investment cost plus interest, beginning from the seventh year following the last instalment payment made by other investors.  Accordingly, the Company recognizes non-controlling interests as required by IFRS 10 during the reporting period.  At the end of each reporting period, the Company recognizes a financial liability for its commitment to the other investors in accordance with IFRS 9, at the same time derecognizing the non-controlling interests.  Any difference between the financial liability and the non-controlling interests balance is recognized in equity.

 

(6)

On July 1, 2016, INTERNATIONAL BUSINESS MACHINES CORPORATION (IBM) filed a complaint in the United States District Court for the Southern District of New York accusing that UMC did not pay the technology license fees in accordance with the technology license agreement and claimed US$10 million with interest of 12% per annum.  UMC is appealing an unfavorable judgment issued on September 15, 2017 by the United States District Court of Southern District of New York for the subject matter.  The Company does not expect material adverse financial impact resulting from this claim.

 

(7)

In 2017, the Taichung District Prosecutors Office requested the local court to impose a fine to the Company based on the allegation of misappropriation of trade secret of MICRON TECHNOLOGY INC. ("MICRON").  In addition, MICRON filed a civil lawsuit against the Company with the District Court of Northern District of California for the similar cause. On January 12, 2018, the Company filed counterclaims against MICRON with the Fuzhou Intermediate People's Court against, among others, MICRON (XI'AN) COM, LTD. and MICRON (SHANGHAI) TRADING CO. for patent infringement.  These cases are currently in progress and the Company cannot make a reliable estimate of the contingent liability at this time.


 

 

10.  SIGNIFICANT DISASTER LOSS

 

None.

 

11.  SIGNIFICANT SUBSEQUENT EVENTS

On April 25, 2018, to integrate the resources pursuant to the groupwise investment strategy, the Board of Directors of UMC and its subsidiaries, FORTUNE VENTURE CAPITAL CORP. (FORTUNE) and UMC NEW BUSINESS INVESTMENT CORP. (NBI), resolved an organizational restructure plan, under which NBI will be merged into FORTUNE.  FORTUNE will be the surviving company and assume all the assets and liabilities from NBI when the merger became effective.

 

12.  OTHERS

 

(1)   Categories of financial instruments

 

 

 

As of

Financial Assets

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Non-derivative financial instruments

 

 

 

 

 

 

Financial assets at fair value through profit or loss

 

$13,922,184

 

$876,318

 

$964,713

Financial assets at fair value through other comprehensive income

 

$11,279,702

 

$-

 

$-

Available-for-sale financial assets

 

-

 

20,636,332

 

22,100,514

Financial assets measured at cost

 

-

 

2,218,472

 

2,681,254

Financial assets measured at amortized cost

 

 

 

 

 

 

Cash and cash equivalents (excludes cash on hand)

 

77,138,547

 

81,670,212

 

60,808,284

Contract assets

 

135,405

 

-

 

-

Receivables

 

25,895,689

 

22,149,072

 

21,608,320

Refundable deposits

 

1,845,244

 

1,903,041

 

2,118,092

Other financial assets, current

 

1,887,681

 

2,645,003

 

1,437,158

Subtotal

 

106,902,566

 

108,367,328

 

85,971,854

Derivative financial instruments

 

 

 

 

 

 

Financial assets at fair value through profit or loss

 

80,056

 

31,605

 

74,192

Total

 

$132,184,508

 

$132,130,055

 

$111,792,527


 

 

 

 

As of

Financial Liabilities

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Non-derivative financial instruments

 

 

 

 

 

 

Financial liabilities measured at amortized cost

 

 

 

 

 

 

Short-term loans

 

$20,167,778

 

$25,445,540

 

$18,841,490

Payables

 

21,779,912

 

24,274,413

 

24,194,977

Refund liabilities

 

982,205

 

-

 

-

Guarantee deposits (current portion included)

 

497,072

 

564,576

 

462,616

Bonds payable (current portion included)

 

41,107,105

 

48,517,631

 

50,358,602

Long-term loans (current portion included)

 

31,334,512

 

32,165,336

 

29,449,790

Other financial liabilities-noncurrent

 

20,903,396

 

20,486,119

 

19,474,342

Total

 

$136,771,980

 

$151,453,615

 

$142,781,817

 

(2)   Financial risk management objectives and policies

 

The Company’s risk management objectives are to manage the 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, 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 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 applies natural hedges on the foreign currency risk arising from purchases or sales, and utilizes spot or forward exchange contracts to manage foreign currency risk and the net effect of the risks related to monetary financial assets and liabilities is minor.  The notional amounts of the foreign currency contracts are the same as the amount of the hedged items.  In principle, the Company does not carry out any forward exchange contracts for uncertain commitments.  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 three-month periods ended March 31, 2018 and 2017 decreases/increases by NT$1,473 million and NT$376 million, respectively.  When RMB strengthens/weakens against USD by 10%, the profit for the three-month periods ended March 31, 2018 and 2017 increases/decreases by NT$2,865 million and NT$2,724 million, respectively.

 

Interest rate risk

The Company is exposed to interest rate risk arising from borrowing at floating interest rates.  All of the Company’s bonds have fixed interest rates and are measured at amortized cost.  As such, changes in interest rates would not affect the future cash flows.  On the other hand, as the interest rates of the Company’s short-term and long-term bank loans are floating, changes in interest rates would affect the future cash flows but not the fair value.  Please refer to Note 6(9), 6(10) and 6(11) for the range of interest rates of the Company’s bonds and bank loans.

 

At the reporting dates, a change of 10 basis points of interest rate in a reporting period could cause the profit for the years ended March 31, 2018 and 2017 to decrease/increase by NT$13 million and NT$12 million, respectively.

 

Equity price risk

The Company’s listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future performance of equity markets.  The Company’s equity investments are classified as financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income, 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 three-month periods ended March 31, 2018 and 2017 by NT$627 million and NT$35 million, respectively.  A change of 5% in the price of the aforementioned financial assets at fair value through other comprehensive income could increase/decrease the Company’s other comprehensive income for the three-month periods ended 2018 NT$564 million.  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 three-month periods ended 2017 NT$1,059 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, notes and accounts receivable balances are monitored on an ongoing basis, which consequently minimizes the Company’s exposure to bad debts.

 

The Company mitigates 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 March 31, 2018, December 31, 2017 and March 31, 2017, accounts receivable from the top ten customers represent 48%, 54% and 60% of the total accounts receivables of the Company, respectively.  The credit concentration risk of other accounts receivables is insignificant.

 

(5)   Liquidity risk management

 


 

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.

 

The table below summarizes the maturity profile of the Company’s financial liabilities based on the contractual undiscounted payments and contractual maturity:

 

 

 

 

 

As of March 31, 2018

 

 

Less than

1 year

 

2 to 3

years

 

4 to 5

years

 

> 5 years

 

Total

Non-derivative financial liabilities

 

 

 

 

 

 

 

 

 

 

Short-term loans

 

$20,279,211

 

$-

 

$-

 

$-

 

$20,279,211

Payables

 

21,108,239

 

-

 

-

 

108,525

 

21,216,764

Refund liabilities

 

982,205

 

-

 

-

 

-

 

982,205

Guarantee deposits

 

64,296

 

24,536

 

29,160

 

379,080

 

497,072

Bonds payable

 

18,663,775

 

5,545,404

 

10,559,240

 

8,658,233

 

43,426,652

Long-term loans

 

3,703,895

 

8,360,864

 

13,174,224

 

13,243,025

 

38,482,008

Other financial liabilities

 

6,138

 

-

 

18,150,364

 

4,537,834

 

22,694,336

Total

 

$64,807,759

 

$13,930,804

 

$41,912,988

 

$26,926,697

 

$147,578,248

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

 

 

Less than

1 year

 

2 to 3

years

 

4 to 5

years

 

> 5 years

 

Total

Non-derivative financial liabilities

 

 

 

 

 

 

 

 

 

 

Short-term loans

 

$25,622,430

 

$-

 

$-

 

$-

 

$25,622,430

Payables

 

23,807,378

 

-

 

-

 

104,755

 

23,912,133

Guarantee deposits

 

95,085

 

14,071

 

29,876

 

425,544

 

564,576

Bonds payable

 

26,321,530

 

5,564,967

 

10,590,265

 

8,689,971

 

51,166,733

Long-term loans

 

3,855,962

 

8,728,249

 

13,397,515

 

13,450,444

 

39,432,170

Other financial liabilities

-noncurrent

 

-

 

-

 

13,402,849

 

8,935,552

 

22,338,401

Total

 

$79,702,385

 

$14,307,287

 

$37,420,505

 

$31,606,266

 

$163,036,443

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2017

 

 

Less than

1 year

 

2 to 3

years

 

4 to 5

years

 

> 5 years

 

Total

Non-derivative financial liabilities

 

 

 

 

 

 

 

 

 

 

Short-term loans

 

$19,013,495

 

$-

 

$-

 

$-

 

$19,013,495

Payables

 

23,595,412

 

-

 

-

 

107,386

 

23,702,798

Guarantee deposits

 

-

 

13,241

 

30,404

 

418,971

 

462,616

Bonds payable

 

15,590,420

 

5,509,214

 

26,755,731

 

5,288,927

 

53,144,292

Long-term loans

 

3,529,831

 

7,398,442

 

10,178,503

 

14,502,081

 

35,608,857

Other financial liabilities

-noncurrent

 

-

 

-

 

12,918,971

 

8,612,954

 

21,531,925

Total

 

$61,729,158

 

$12,920,897

 

$49,883,609

 

$28,930,319

 

$153,463,983


 

 

(6)   Foreign currency risk management

 

UMC entered into forward exchange contracts for hedging the exchange rate risk arising from the net monetary assets or liabilities denominated in foreign currency.  The details of forward exchange contracts entered into by UMC are summarized as follows:

 

As of March 31, 2018 and December 31, 2017: None.

 

As of March 31, 2017

 

Type

 

Notional Amount

 

Contract Period

Forward exchange contracts

 

Sell USD 126 million

 

March 1, 2017~April 14, 2017

 

(8)   Fair value of financial instruments

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability.

 

The principal or the most advantageous market must be accessible by the Company.

 

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.


 

 

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

 

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

 

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

 

Level 1    Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

Level 2    Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable;

Level 3    Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

 

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

 

a.  Assets and liabilities measured and recorded at fair value on a recurring basis:

 

 

 

As of March 31, 2018

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets:

 

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss, current

 

$422,598

 

$21,994

 

$80,056

 

$524,648

Financial assets at fair value through profit or loss, noncurrent

 

4,962,267

 

41,902

 

8,473,423

 

13,477,592

Financial assets at fair value through other comprehensive income, noncurrent

 

7,488,257

 

-

 

3,791,445

 

11,279,702

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets:

 

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss, current

 

$663,138

 

$22,175

 

$31,605

 

$716,918

Financial assets at fair value through profit or loss, noncurrent

 

174,760

 

16,245

 

-

 

191,005

Available-for-sale financial assets, noncurrent

 

10,959,194

 

-

 

9,677,138

 

20,636,332

 

 

 

 

 

As of March 31, 2017

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets:

 

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss, current

 

$746,561

 

$120,644

 

$-

 

$867,205

Financial assets at fair value through profit or loss, noncurrent

 

171,700

 

-

 

-

 

171,700

Available-for-sale financial assets, noncurrent

 

12,056,206

 

79,438

 

9,964,870

 

22,100,514


 

 

Fair values of financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income and available-for-sale financial assets that are categorized into level 1 are based on the quoted market prices in active markets.  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 a 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.

 

During the three-month periods ended March 31, 2018 and 2017, 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 follows:

 

 

 

Financial assets at fair value through profit or loss

 

Financial assets at fair value through comprehensive income (loss)

 

 

Option

 

Common stock

 

Preferred stock

 

Funds

 

Total

 

Common stock

 

Preferred stock

 

Total

As of January 1, 2018

 

$31,605

 

$3,832,537

 

$2,994,294

 

$1,183,940

 

$8,042,376

 

$3,350,694

 

$233,326

 

$3,584,020

Recognized in profit (loss)

 

48,451

 

(46,070)

 

(34,132)

 

4,952

 

(26,799)

 

-

 

-

 

-

Recognized in other comprehensive income (loss)

 

-

 

-

 

-

 

-

 

-

 

213,004

 

(5,579)

 

207,425

Acquisition

 

-

 

94,912

 

473,081

 

54,531

 

622,524

 

-

 

-

 

-

Disposal

 

-

 

(587)

 

(12,504)

 

-

 

(13,091)

 

-

 

-

 

-

Exchange effect

 

-

 

(14,651)

 

(40,512)

 

(16,368)

 

(71,531)

 

-

 

-

 

-

As of March 31, 2018

 

$80,056

 

$3,866,141

 

$3,380,227

 

$1,227,055

 

$8,553,479

 

$3,563,698

 

$227,747

 

$3,791,445

 

 

 

Available-for-sale financial assets

 

 

Common stock

 

Funds

 

Preferred stock

 

Total

As of January 1, 2017

 

$7,687,752

 

$942,296

 

$1,203,589

 

$9,833,637

Recognized in profit (loss)

 

(31,133)

 

(54,412)

 

-

 

(85,545)

Recognized in other comprehensive income (loss)

 

(17,468)

 

(3,371)

 

(30,496)

 

(51,335)

Acquisition

 

-

 

44,884

 

304,033

 

348,917

Disposal

 

(149,789)

 

-

 

-

 

(149,789)

Transfer to Level 3

 

5,919

 

-

 

239,347

 

245,266

Transfer out of Level 3

 

(63,739)

 

-

 

-

 

(63,739)

Exchange effect

 

(26,171)

 

(35,476)

 

(50,895)

 

(112,542)

As of March 31, 2017

 

$7,405,371

 

$893,921

 

$1,665,578

 

$9,964,870

 

Recognized as part of profit (loss) above, the loss from financial assets still held by the Company as of March 31, 2018 and 2017 was NT$81 million and NT$(86) million, respectively.

 

Recognized as part of other comprehensive income (loss) above, the income from financial assets still held by the Company as of March 31, 2018 and 2017 was NT$207 million and NT$(59) million, respectively.

 

The Company’s policy to recognize the transfer into and out of fair value hierarchy levels is based on the event or changes in circumstances that caused the transfer.

 

b.  Assets and liabilities not recorded at fair value on a recurring basis but for which fair value is disclosed:


 

 

The fair value of bonds payable is estimated by the market price or using a valuation model.  The model uses market-based observable inputs including share price, volatility, credit spread and risk-free interest rates.  The fair value of long-term loans is determined using discounted cash flow model, based on the Company’s current incremental borrowing rates of similar loans.

 

The fair values of the Company’s short-term financial instruments including cash and cash equivalents, contract assets, receivables, refundable deposits, other financial assets-current, short-term loans, payables, refund liabilities and guarantee deposits approximate their carrying amount due to their maturities within one year.

 

As of March 31, 2018

 

 

 

 

 

Fair value measurements during

reporting period using

 

 

Items

 

Fair value

 

Level 1

 

Level 2

 

Level 3

 

Carrying amount

Bonds payables (current portion included)

 

$41,960,006

 

$23,952,325

 

$18,007,681

 

$-

 

$41,107,105

Long-term loans (current portion included)

 

31,334,512

 

-

 

31,334,512

 

-

 

31,334,512

 

As of December 31, 2017

 

 

 

 

 

Fair value measurements during

reporting period using

 

 

Items

 

Fair value

 

Level 1

 

Level 2

 

Level 3

 

Carrying amount

Bonds payables (current portion included)

 

$49,342,714

 

$31,422,772

 

$17,919,942

 

$-

 

$48,517,631

Long-term loans (current portion included)

 

32,165,336

 

-

 

32,165,336

 

-

 

32,165,336

 

As of March 31, 2017

 

 

 

 

 

Fair value measurements during

reporting period using

 

 

Items

 

Fair value

 

Level 1

 

Level 2

 

Level 3

 

Carrying amount

Bonds payables (current portion included)

 

$51,155,447

 

$33,484,369

 

$17,671,078

 

$-

 

$50,358,602

Long-term loans (current portion included)

 

29,449,790

 

-

 

29,449,790

 

-

 

29,449,790

 

(9)   Significant assets and liabilities denominated in foreign currencies


 

 

 

As of

 

March 31, 2018

 

December 31, 2017

 

Foreign Currency (thousand)

 

Exchange Rate

 

NTD (thousand)

 

Foreign Currency (thousand)

 

Exchange  Rate

 

NTD (thousand)

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

 

 

 

 

 

USD

$1,495,931

 

29.04

 

$43,441,586

 

$1,703,079

 

29.72

 

$50,609,425

JPY

5,813,332

 

0.2722

 

1,582,604

 

5,914,143

 

0.2627

 

1,553,244

EUR

5,724

 

35.61

 

203,846

 

2,818

 

35.27

 

99,394

SGD

27,235

 

22.14

 

602,982

 

29,696

 

22.22

 

659,865

RMB

5,206,553

 

4.62

 

24,054,261

 

2,499,747

 

4.55

 

11,368,839

 

 

 

 

 

 

 

 

 

 

 

 

Non-Monetary items

 

 

 

 

 

 

 

 

 

 

 

USD

227,650

 

29.06

 

6,615,492

 

154,761

 

29.73

 

4,601,061

JPY

9,763,350

 

0.2723

 

2,658,560

 

9,150,629

 

0.2627

 

2,403,870

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

 

 

 

 

 

USD

$402,695

 

29.16

 

$11,742,579

 

576,458

 

29.83

 

17,195,765

JPY

2,907,406

 

0.2760

 

802,356

 

3,252,323

 

0.2668

 

867,720

EUR

2,749

 

36.09

 

99,223

 

3,696

 

35.84

 

132,475

SGD

35,612

 

22.32

 

794,846

 

32,498

 

22.40

 

727,952

RMB

15,322,285

 

4.67

 

71,555,075

 

15,618,686

 

4.60

 

71,814,722

 

 

 

 

 

 

 

 

 

 

 

 

The exchange gain or loss from monetary financial assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

USD

 

 

 

 

(268,097)

 

 

 

 

 

(751,616)

JPY

 

 

 

 

(19,462)

 

 

 

 

 

44,587

EUR

 

 

 

 

212

 

 

 

 

 

1,816

SGD

 

 

 

 

6,570

 

 

 

 

 

15,703

RMB

 

 

 

 

1,301,412

 

 

 

 

 

2,255,067

Other

 

 

 

 

(224)

 

 

 

 

 

348

 

 

 

As of

 

 

March 31, 2017

 

 

Foreign Currency (thousand)

 

Exchange Rate

 

NTD (thousand)

Financial Assets

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

USD

 

$1,465,224

 

30.24

 

$44,314,732

JPY

 

7,532,919

 

0.2693

 

2,028,839

EUR

 

3,162

 

32.07

 

101,410

SGD

 

42,262

 

21.63

 

914,125

RMB

 

1,528,442

 

4.38

 

6,697,631

 

 

 

 

 

 

 

Non-Monetary items

 

 

 

 

 

 

USD

 

158,574

 

30.26

 

4,798,462

JPY

 

11,319,434

 

0.2694

 

3,049,456

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

USD

 

$569,385

 

30.36

 

$17,286,530

JPY

 

4,703,558

 

0.2735

 

1,286,424

EUR

 

3,149

 

32.63

 

102,743

SGD

 

32,729

 

21.81

 

713,833

RMB

 

13,053,979

 

4.43

 

57,855,236

 

 

 

 

 

 

 

The exchange gain or loss from monetary financial assets and liabilities

 

 

 

 

 

 

USD

 

 

 

 

 

(717,249)

JPY

 

 

 

 

 

2,588

EUR

 

 

 

 

 

(3,242)

SGD

 

 

 

 

 

(247)

RMB

 

 

 

 

 

200,574

Other

 

 

 

 

 

629


 

 

(10) Significant intercompany transactions among consolidated entities for the three-month periods ended March 31, 2018 and 2017 are disclosed in Attachment 1.

 

(11) 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.  The Company also ensures its 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 consolidated balance sheets minus cash and cash equivalents.  The total capital consists of total equity (including capital, additional paid-in capital, retained earnings, other components of equity and non-controlling interests) plus net debt.

 

The Company’s strategy, which is unchanged for the reporting periods, is to maintain a reasonable ratio in order to raise capital with reasonable cost.  The debt to capital ratios as of March 31, 2018, December 31, 2017 and March 31, 2017 were as follows:

 

 

 

As of

 

 

March 31,

2018

 

December 31,

2017

 

March 31,

2017

Total liabilities

 

$169,347,576

 

$180,061,578

 

$162,697,984

Less: Cash and cash equivalents

 

(77,142,866)

 

(81,674,572)

 

(60,812,086)

Net debt

 

92,204,710

 

98,387,006

 

101,885,898

Total equity

 

216,212,396

 

214,037,584

 

216,681,183

Total capital

 

$308,417,106

 

$312,424,590

 

$318,567,081

Debt to capital ratios

 

29.90%

 

31.49%

 

31.98%

 

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 three-month period ended March 31, 2018: Please refer to Attachment 2.

 

b.  Endorsement/Guarantee provided to others for the three-month period ended March 31, 2018: Please refer to Attachment 3.

 

c.  Securities held as of March 31, 2018 (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 three-month period ended March 31, 2018: 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 three-month period ended March 31, 2018: 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 three-month period ended March 31, 2018: 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 three-month period ended March 31, 2018: 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 March 31, 2018: Please refer to Attachment 9.

 

i.   Names, locations and related information of investees as of March 31, 2018 (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), carrying amount of investments, cumulated inward remittance of earnings and limits on investment in Mainland China: Please refer to Attachment 11.

 

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: Please refer to Attachment 1, Attachment 2, Attachment 3 and Attachment 8.

 

14.  OPERATING SEGMENT INFORMATION

 

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 March 31, 2018, the Company had the following segments: wafer fabrication and new business.  The operating segment information was prepared according to the accounting policies described in Note 4.  The primary 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).


 

 

Reportable segment information for the three-month periods ended March 31, 2018 and 2017 were as follows:

 

 

 

For the three-month period ended March 31, 2018

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination

 

Consolidated

Net revenue from external customers

 

$37,437,590

 

$59,547

 

$37,497,137

 

$-

 

$37,497,137

Net revenue from sales among intersegments

 

-

 

6,974

 

6,974

 

(6,974)

 

-

Segment net income (loss), net of tax

 

3,041,449

 

(125,547)

 

2,915,902

 

113,682

 

3,029,584

Capital expenditure

 

5,716,267

 

-

 

5,716,267

 

-

 

5,716,267

Depreciation

 

12,701,633

 

48,553

 

12,750,186

 

-

 

12,750,186

Share of profit or loss of associates and joint ventures

 

105,225

 

(11,692)

 

93,533

 

113,682

 

207,215

Income tax benefit

 

(1,168,929)

 

(4,019)

 

(1,172,948)

 

-

 

(1,172,948)

Impairment loss

 

-

 

-

 

-

 

-

 

-

 

 

 

For the three-month period ended March 31, 2017

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination

 

Consolidated

Net revenue from external customers

 

$37,348,263

 

$69,687

 

$37,417,950

 

$-

 

$37,417,950

Net revenue from sales among intersegments

 

-

 

1,847

 

1,847

 

(1,847)

 

-

Segment net income (loss), net of tax

 

1,532,305

 

(314,799)

 

1,217,506

 

279,519

 

1,497,025

Capital expenditure

 

17,652,649

 

1,686

 

17,654,335

 

-

 

17,654,335

Depreciation

 

12,660,114

 

64,026

 

12,724,140

 

-

 

12,724,140

Share of profit or loss of associates and joint ventures

 

(222,132)

 

(7,347)

 

(229,479)

 

279,519

 

50,040

Income tax expense (benefit)

 

(429,647)

 

67

 

(429,580)

 

-

 

(429,580)

Impairment loss

 

102,295

 

184,468

 

286,763

 

-

 

286,763


 

 

 

 

As of March 31, 2018

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination (Note)

 

Consolidated

Segment assets

 

$384,139,954

 

$2,620,981

 

$386,760,935

 

$(1,200,963)

 

$385,559,972

Segment liabilities

 

$167,946,059

 

$1,411,067

 

$169,357,126

 

$(9,550)

 

$169,347,576

 

 

 

As of December 31, 2017

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination (Note)

 

Consolidated

Segment assets

 

$392,370,323

 

$3,030,057

 

$395,400,380

 

$(1,301,218)

 

$394,099,162

Segment liabilities

 

$178,362,985

 

$1,700,045

 

$180,063,030

 

$(1,452)

 

$180,061,578

 

 

 

As of March 31, 2017

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination (Note)

 

Consolidated

Segment assets

 

$377,794,422

 

$3,013,279

 

$380,807,701

 

$(1,428,534)

 

$379,379,167

Segment liabilities

 

$161,057,938

 

$1,746,463

 

$162,804,401

 

$(106,417)

 

$162,697,984

 

Note: The adjustment primarily consisted of elimination entries for wafer fabrication segment’s investments in new business segment that was accounted for under the equity method.

 

15.  The effect of initially applying IFRS 9 and IFRS 15

 

(1)   The summary of significant accounting policies applying in the first quarter of 2017 are as follows:


 

 

a.  Financial Instruments

 

Financial assets 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 and notes, accounts and other receivables.

 

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 carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in the income statement.

 

Financial Assets

 

i.   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 designated upon 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 are designated 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-sale financial investments are subsequently measured at fair value.  Other than impairment losses 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.

 

(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 the positive intention and ability to hold them to maturity.

 

After initial measurement held-to-maturity financial assets are measured at amortized cost using the effective 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.  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 and subsequently measured at amortized cost using the EIR method, less impairment.  If the effect of discounting is immaterial, the short term notes, accounts and other receivables are measured at their nominal amount.

 

ii.  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 that had been recognized in other comprehensive income is recognized in profit or loss.

 

If the transferred 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.

 

iii. 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 allowance account.  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 of impairment 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 assesses 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 group of financial assets.


 

 

For the financial assets carried at amortized cost, the amount of the impairment loss is measured as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.  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 reclassified to profit or loss.  Impairment losses recognized on equity investments cannot be reversed through profit or loss.  Any subsequent increases in their fair value after impairment are recognized in other comprehensive income.

 

Financial Liabilities

 

i.   Classification and subsequent measurement

 

The Company classifies the instrument issued as a financial liability or an equity instrument 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  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 and borrowings 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. 

 

ii.  Derecognition of financial liabilities

 

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires.

 

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.

 

b.  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 receivable.  The specific criteria described below must also be met before revenue is recognized.

 

Sales revenue

 

The Company manufactures semiconductors for creditworthy customers based on their design specifications, pursuant to manufacturing agreements and/or purchase orders at contractual prices.  The Company ships wafers mainly under the trade term, Free Carrier (FCA), through which the title and risk of loss for the wafers are transferred to the customers upon delivery to carriers approved by the customers.  Sales revenue is recognized at this point, having also fulfilled all of the following criteria pursuant to IAS 18, paragraph 14:

 

i.   the significant risks and rewards of ownership of the goods have been transferred to the customer;

ii.  neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold have been retained;

iii. the amount of revenue can be measured reliably;

iv. it is probable that the economic benefits associated with the transaction will flow to the entity; and

v.  the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 

Sales revenue is measured at the fair value of the consideration received or receivable, net of sales returns and discounts, which are estimated based on customer complaints, historical experience and other known factors.  Sales returns and discounts are 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 dividends is established, which is generally when stockholders approve the dividend.

 

(2)   The Company adopted IFRS 9 and IFRS 15 since January 1, 2018 and it adopted IAS 39 and IAS 18 before January 1, 2018.  Please refer to Note 3 for reconciliation of assets, liabilities and equity.

 

(3)   The contents of significant accounts in the year of 2017 and the first quarter of 2017 are as follows:

 

a.  Financial Assets at Fair Value through Profit or Loss

 

 

 

As of

 

 

December 31,

2017

 

March 31,

2017

Designated financial assets at fair value through profit or loss

 

 

 

 

Convertible bonds

 

$213,180

 

$218,151

 

 

 

 

 

Financial assets held for trading

 

 

 

 

Common stocks

 

434,630

 

500,920

Preferred stocks

 

228,508

 

195,975

Funds

 

-

 

49,667

Forward exchange contracts

 

-

 

74,192

Option

 

31,605

 

-

Subtotal

 

694,743

 

820,754

Total

 

$907,923

 

$1,038,905

 

 

 

 

 

Current

 

$716,918

 

$867,205

Noncurrent

 

191,005

 

171,700

Total

 

$907,923

 

$1,038,905

 

The Company has a call option, exercisable before September 2019, to acquire remaining equity interest in an existing investee from the other shareholder in the amount of approximately NT$15 billion.  The change of the fair value for the call option is recorded in profit and loss.


 

 

b.  Available-For-Sale Financial Assets, Non-Current

 

 

 

As of

 

 

December 31,

2017

 

March 31,

2017

Common stocks

 

$17,653,513

 

$19,256,136

Preferred stocks

 

1,865,410

 

1,665,578

Depositary receipts

 

-

 

205,441

Funds

 

1,117,409

 

973,359

Total

 

$20,636,332

 

$22,100,514

 

c.  Financial Assets Measured at Cost, Non-Current

 

 

 

As of

 

 

December 31,

2017

 

March 31,

2017

Common stocks

 

$473,134

 

$500,898

Preferred stocks

 

1,657,388

 

2,091,131

Funds

 

87,950

 

89,225

Total

 

$2,218,472

 

$2,681,254

 

Since these financial assets mostly consist of non-publicly traded stocks and private venture funds, for which the fair values cannot be reliably measured due to lack of sufficient financial information available, the Company measures these financial assets at cost.

 

d. Operating Revenues

 

 

 

For the three-month period ended March 31,

 

 

2017

Net sales

 

 

Sale of goods

 

$35,988,095

Other operating revenues

 

 

Royalty

 

616

Mask tooling

 

949,285

Others

 

479,954

Net operating revenues

 

$37,417,950

 

(4)   After adopting IFRS 15, (1) for certain contracts that do not provide the Company unconditional rights to the consideration, the Company shall recognize revenue and contract asset as it satisfies its performance obligation over time.  (2) Consideration received from customers prior to the Company having satisfied its performance obligation are accounted for as current contract liabilities which were used to be recognized as other current liabilities.  (3) The associated costs incurred to fulfil the contracts are recognized on the consolidated balance sheets as contract fulfillment costs within other current assets.  (4) In accordance with the requirement of IFRS 15, allowance for sales returns and discounts is presented as refund liabilities within other current liabilities, different from its prior presentation as a contra-accounts to accounts receivable. The effects on assets, liabilities and other comprehensive income if the Company reversed the impact with application of IFRS 15 and adopted the accounting policy referred in Note 15(1) are summarized as below:


 

 

 

 

As of March 31, 2018

Items

 

Amounts in accordance with

IFRS 15

 

Effect

 

Amounts in accordance with accounting policies for prior periods

Contract assets, current

 

$135,405

 

$(135,405)

 

$-

Accounts receivable, net

 

24,902,635

 

(983,002)

 

23,919,633

Accounts receivable-related parties, net

 

106,909

 

(2,198)

 

104,711

Inventories, net

 

17,137,478

 

149,115

 

17,286,593

Other current assets

 

2,019,536

 

(131,855)

 

1,887,681

Deferred tax assets

 

6,508,372

 

(722)

 

6,507,650

Total effect on assets

 

 

 

$(1,104,067)

 

 

 

 

 

 

 

 

 

Contract liabilities, current

 

3,027,825

 

(3,027,825)

 

-

Other current liabilities

 

5,168,876

 

1,942,993

 

7,111,869

Deferred tax liabilities

 

1,802,228

 

990

 

1,803,218

Total effect on liabilities

 

 

 

$(1,083,842)

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

41,524,011

 

8

 

41,524,019

Retained earnings

 

69,382,202

 

(17,470)

 

69,364,732

Other components of equity

 

(15,821,652)

 

(1,671)

 

(15,823,323)

Non-controlling interests

 

205,317

 

(1,092)

 

204,225

Total effect on equity

 

 

 

$(20,225)

 

 

 

 

 

 

 

 

 

 

 

For the three-month period ended March 31, 2018

Items

 

Amounts in accordance with

IFRS 15

 

Effect

 

Amounts in accordance with accounting policies for prior periods

Operating revenue

 

$37,497,137

 

$(7,891)

 

$37,489,246

Operating costs

 

(32,855,138)

 

65,114

 

(32,790,024)

Operating expenses

 

(4,849,552)

 

(30,044)

 

(4,879,596)

Income tax expense (benefit)

 

1,172,948

 

(4,813)

 

1,168,135

Total effect on income and expenses

 

 

 

$22,366

 

 

 

               

 


ATTACHMENT 1 (Significant intercompany transactions between consolidated entities)

 (Amount in thousand; Currency denomination in NTD or in foreign currencies)

                             

For the three-month period ended March 31, 2018

                             
   

Related party

 

Counterparty

 

Relationship with the Company
(Note 2)

 

Transactions

No.
(Note 1)

       

Account

 

Amount

 

Collection periods
(Note 3)

 

Percentage of consolidated operating
revenues or consolidated total assets
(Note 4)

             

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP (USA)

 

1

 

Sales

 

$15,616,682

 

Net 60 days

 

42%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP (USA)

 

1

 

Accounts receivable

 

8,630,190

 

-

 

2%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Sales

 

958,472

 

Net 60 days

 

3%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Accounts receivable

 

695,834

 

-

 

0%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

1

 

Sales

 

338,208
(Note 5)

 

Net 30 days

 

1%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

1

 

Accounts receivable

 

62,202

 

-

 

0%

1

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

UMC GROUP (USA)

 

3

 

Sales

 

201,281

 

Net 60

 

0%

1

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

UMC GROUP (USA)

 

3

 

Accounts receivable

 

70,532

 

-

 

0%

                             

For the three-month period ended March 31, 2017

                       
                             
   

Related party

 

Counterparty

 

Relationship with the Company
(Note 2)

 

Transactions

No.
(Note 1)

       

Account

 

Amount

 

Collection periods
(Note 3)

 

Percentage of consolidated operating
revenues or consolidated total assets
(Note 4)

             

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP (USA)

 

1

 

Sales

 

$14,830,838

 

Net 60 days

 

40%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP (USA)

 

1

 

Accounts receivable

 

6,826,726

 

-

 

2%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Sales

 

1,231,060

 

Net 60 days

 

3%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Accounts receivable

 

692,160

 

-

 

0%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

1

 

Sales

 

127,456
(Note 5)

 

Net 30 days

 

0%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

1

 

Accounts receivable

 

80,851

 

-

 

0%

                             

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 in reference to 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.

Note 5: UMC authorized technology licenses to its subsidiary, UNITED SEMICONDUCTOR (XIAMEN) CO., LTD., in the amount of US$0.35 billion which was recognized as deferred revenue.

Since it was a downstream transaction, the deferred revenue would be realized over time.

                   

 


ATTACHMENT 2 (Financing provided to others for the three-month period ended March 31, 2018)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                                                 

UNITED MICROELECTRONICS CORPORATION

                                                       
                                                   

Collateral

       

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

 

Loss allowance

 

 

 

 Limit of financing amount for individual counter-party (Note2)

 

 Limit of total financing amount (Note2)

 
                         

Item

 

Value

   

0

 

UNITED MICROELECTRONICS CORPORATION

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

Other receivables - related parties

 

YES

 

$9,647,920

 

$5,812,000

 

$4,649,600

 

2.05%~2.17%

 

The need for short-term financing

 

$-

 

Business turnover

 

$-

 

None

 

$-

 

$21,600,708

 

$86,402,832

                                                                 

TERA ENERGY DEVELOPMENT CO., LTD.

                                                       
                                                   

Collateral

       

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

 

Loss allowance

 

 

 

 Limit of financing amount for individual counter-party (Note3)

 

 Limit of total financing amount (Note3)

 
                         

Item

 

Value

   

1

 

Tera Energy Development Co., Ltd

 

TIPPING POINT ENERGY COC PPA SPE-1,LLC

 

Other receivables

 

No

 

$2,273

 

$2,273

 

$2,273

 

9.00%

 

Needs for operation

 

$2,273

 

-

 

$2,273

 

None

 

$-

 

$2,273

 

$68,023

                                                                 

Note 1: The parent company and its subsidiaries are coded as follows:

                                                   

(i) The parent 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 10% of the lender's net assets value as of the period.

                               

Limit of total financing amount shall not exceed 40% of the Company’s net asset value.

                                               

Note 3: 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 lower. 

   

Limit of total financing amount shall not exceed 40% of latest financial statements of lender.

                                             

 


 

ATTACHMENT 3 (Endorsement/Guarantee provided to others for the three-month period ended March 31, 2018)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                         

UNITED MICROELECTRONICS CORPORATION

 

No.
(Note 1)

 

Endorsor/Guarantor

 

Receiving party

 

Limit of guarantee/endorsement amount for receiving party (Note 3)

 

Maximum balance for the period

             

 Percentage of accumulated guarantee amount to net assets value from the latest financial statement

 

Limit of total guarantee/endorsement amount (Note 4)

   

Company name

 

Releationship
(Note 2)

     

 Ending balance

 

Actual amount
provided

 

Amount of collateral guarantee/endorsement

   

0

 

UNITED MICROELECTRONICS
CORPORATION

 

NEXPOWER TECHNOLOGY CORP.

 

3

 

$97,203,186

 

$1,700,000

 

$1,700,000
(Note 5)

 

$997,200
(Note 5)

 

 $-

 

0.79%

 

$97,203,186

0

 

UNITED MICROELECTRONICS
CORPORATION

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

3

 

97,203,186

 

13,425,720

 

 13,425,720
(Note 6)

 

 13,197,610
(Note 6)

 

-

 

6.22%

 

97,203,186

0

 

UNITED MICROELECTRONICS
CORPORATION

 

SOCIALNEX ITALIA 1 S.R.L.

 

3

 

97,203,186

 

19,906

 

 19,906
(Note 7)

 

 19,906
(Note 7)

 

-

 

0.01%

 

97,203,186

                                         

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

                                   
 

No.
(Note 1)

 

Endorsor/Guarantor

 

Receiving party

 

Limit of guarantee/endorsement amount for receiving party (Note 8)

 

Maximum balance for the period

             

 Percentage of accumulated guarantee amount to net assets value from the latest financial statement

 

Limit of total guarantee/endorsement amount (Note 8)

   

Company name

 

Releationship
(Note 2)

     

 Ending balance

 

Actual amount
provided

 

Amount of collateral guarantee/endorsement

   

1

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

6

 

$9,747,702

 

$8,547,059

 

$8,547,059

 

$4,658,446

 

 $-

 

39.46%

 

$9,747,702

                                         

Note 1: The parent company and its subsidiaries are coded as follows:

                               

1. The parent 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 endorsor/guarantor.

2. A subsidary in which endorsor/guarantor holds directly over 50% of equity interest.

3. An investee in which endorsor/guarantor and its subsidiaries hold over 50% of equity interest.

4. An investor which holds directly or indirectly over 50% of equity interest of endorsor/guarantor.

5. A company that has provided guarantees to endorsor/guarantor, and vice versa, due to contractual requirements.

6. An investee in which endorsor/guarantor conjunctly invests with other stockholders, and for which endorsor/guarantor has provided endorsement/guarantee in proportion to its stockholding percentage.

Note 3: The amount of endorsements/guarantees shall not exceed 45% of the net worth of endorsor/guarantor; and the ceilings on the amount of endorsements/guarantees for any single entity are as follows:

       

1. The amount of endorsements/guarantees for any single entity shall not exceed 45% of net worth of endorsor/guarantor.

2. The amount of endorsements/guarantees for a company which endorsor/guarantor does business with, except the ceiling rules abovementioned shall not exceed the needed amounts arising from business dealings which is the higher amount of total sales or purchase transactions between endorsor/guarantor and the receiving party. The aggregate amount of endorsements/guarantees that the Company as a whole is permitted to make shall not exceed 45% of the Company's net worth, and the aggregate amount of endorsements/guarantees for any single entity shall not exceed 45% of the Company's net worth.

Note 4: Limit of total guarantee/endorsement amount shall not exceed 45% of UMC's net assets value as of March 31, 2018.

Note 5: On December 24, 2014, the board of directors resolved to provide endorsement to NEXPOWER TECHNOLOGY CORP.'s syndicated loan from banks including Bank of Taiwan for the amount up to NT$1,700 million.

As of March 31, 2018, actual amount provided was NT$997 million.

Note 6: On Feburary 22, 2017, the board of directors resolved to guarantee UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.'s syndicated loan from banks including China Development Bank in the amount up to USD 310 million. 

   

On March 7, 2018, the board of directors resolved to increase the endorsement amounted to USD 152 million. Total endorsement amount is up to USD462 million.

As of March 31, 2018, actual amount provided was NT$13,198 million.

Note 7: On April 26, 2017, the board of directors resolved that UMC directly provided guarantee to SOCIALNEX ITALIA 1 S.R.L., NEXPOWER TECHNOLOGY CORP.'s subsidiary, in the amount up to EUR 558 thousand on June 20, 2017.

   

As of March 31, 2018, actual amount provided was NT$20 million.

Note 8: Limit of total endorsed/guaranteed amount shall not exceed 45% of HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.'s net assets value as of March 31, 2018.

               

The amount of endorsements/guarantees for any single entity shall not exceed 45% of net worth of  HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.'s net assets value as of March 31, 2018.

The aggregate amount of endorsements/guarantees that the Company as a whole is permitted to make shall not exceed 45% of the Company's net worth, and the aggregate amount of endorsements/guarantees for any single entity shall not exceed 45% of the Company's net worth.


 

ATTACHMENT 4 (Securities held as of March 31, 2018) (Excluding subsidiaries, associates and joint ventures)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                     

UNITED MICROELECTRONICS CORPORATION

 
               

March 31, 2018

   

Type of securities

 

Name of securities

 

 Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

Shares as collateral
(thousand)

Stock

 

ACTION ELECTRONICS CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, current

 

18,182

   

$122,730

 

6.56

   

$122,730

 

None

Stock

 

PIXART IMAGING, INC.

 

-

 

Financial assets at fair value through profit or loss, current

 

1,600

   

197,600

 

1.20

   

197,600

 

None

Stock

 

KING YUAN ELECTRONICS CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, current

 

2,675

   

80,919

 

0.22

   

80,919

 

None

Stock-Preferred stock

 

CTBC FINANCIAL HOLDING CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, current

 

350

   

21,350

 

0.11

   

21,350

 

None

Stock

 

PIXTECH, INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

9,883

   

-

 

17.63

   

-

 

None

Stock

 

UNITED FU SHEN CHEN TECHNOLOGY CORP.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

17,511

   

-

 

15.75

   

-

 

None

Stock

 

HOLTEK SEMICONDUCTOR INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

24,644

   

1,929,645

 

10.90

   

1,929,645

 

None

Stock

 

OCTTASIA INVESTMENT HOLDING INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

6,692

   

202,243

 

9.29

   

202,243

 

None

Stock

 

UNITED INDUSTRIAL GASES CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

16,680

   

1,295,762

 

7.66

   

1,295,762

 

None

Stock

 

AMIC TECHNOLOGY CORP.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

5,627

   

-

 

4.71

   

-

 

None

Stock

 

SUBTRON TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

12,521

   

117,945

 

4.38

   

117,945

 

None

Stock

 

KING YUAN ELECTRONICS CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

20,483

   

619,601

 

1.68

   

619,601

 

None

Stock

 

EPISTAR CORP.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

10,715

   

463,959

 

0.98

   

463,959

 

None

Stock

 

TOPOINT TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

1,315

   

26,896

 

0.82

   

26,896

 

None

Stock

 

PROMOS TECHNOLOGIES INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

324

 

 

-

 

0.72

 

 

-

 

None

Stock-Preferred stock

 

TONBU, INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

938

   

-

 

-

   

-

 

None

Stock-Preferred stock

 

AETAS TECHNOLOGY INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

1,166

   

-

 

-

   

-

 

None

Stock-Preferred stock

 

TA SHEE GOLF & COUNTRY CLUB

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

0

   

25,500

 

-

   

25,500

 

None

Stock

 

SILICON INTEGRATED SYSTEMS CORP.

 

The Company's director

 

Financial assets at fair value through other comprehensive income, noncurrent

 

110,356

   

1,075,968

 

19.70

   

1,075,968

 

None

Stock

 

UNIMICRON HOLDING LIMITED

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

20,000

   

697,440

 

17.00

   

697,440

 

None

Stock

 

MIE FUJITSU SEMICONDUCTOR LIMITED

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

18,447

   

2,377,694

 

15.87

   

2,377,694

 

None

Stock

 

UNIMICRON TECHNOLOGY CORP.

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

196,136

   

3,697,164

 

12.90

   

3,697,164

 

None

Stock

 

ITE TECH. INC.

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

13,960

   

544,439

 

8.65

   

544,439

 

None

Stock

 

NOVATEK MICROELECTRONICS CORP.

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

16,445

   

2,170,685

 

2.70

   

2,170,685

 

None

Stock-Preferred stock

 

MTIC HOLDINGS PTE. LTD.

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

12,000

   

227,747

 

-

   

227,747

 

None

 

 


 

ATTACHMENT 4 (Securities held as of March 31, 2018) (Excluding subsidiaries, associates and joint ventures)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                     

FORTUNE VENTURE CAPITAL CORP.

                                     
               

March 31, 2018

   

Type of securities

 

Name of securities

 

 Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

DARCHUN VENTURE CORP.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

2,227

   

$10,378

 

19.65

   

$10,378

 

None

Stock

 

UWIZ TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

4,764

   

135,149

 

16.01

   

135,149

 

None

Stock

 

TRONC-E CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

1,800

   

9,054

 

15.93

   

9,054

 

None

Stock

 

CENTERA PHOTONICS INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

2,500

   

94,900

 

11.41

   

94,900

 

None

Stock

 

EVERGLORY RESOURCE TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

2,500

   

18,700

 

10.23

   

18,700

 

None

Stock

 

ACT GENOMICS CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

4,600

   

20,194

 

10.11

   

20,194

 

None

Stock

 

ADVANCE MATERIALS CORP.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

11,910

   

95,992

 

8.67

   

95,992

 

None

Stock

 

RISELINK VENTURE CAPITAL CORP.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

3,078

   

22,378

 

6.67

   

22,378

 

None

Stock

 

BORA PHARMACEUTICALS CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

1,628

   

171,778

 

6.15

   

171,778

 

None

Stock

 

ACTI CORP.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

1,968

   

27,214

 

5.31

   

27,214

 

None

Stock

 

PARAWIN VENTURE CAPITAL CORP.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

2,187

   

6,210

 

5.00

   

6,210

 

None

Stock

 

WALTOP INTERNATIONAL CORP.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

654

   

1,772

 

4.43

   

1,772

 

None

Stock

 

MERIDIGEN BIOTECH CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

3,838

   

115,133

 

4.34

   

115,133

 

None

Stock

 

EXCELLENCE OPTOELECTRONICS INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

6,374

   

169,354

 

4.19

   

169,354

 

None

Stock

 

IBT VENTURE CORP.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

193

   

-

 

3.81

   

-

 

None

Stock

 

SOLID STATE SYSTEM CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

3,000

   

76,500

 

3.71

   

76,500

 

None

Stock

 

SUBTRON TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

10,059

   

94,754

 

3.52

   

94,754

 

None

Stock

 

ANIMATION TECHNOLOGIES INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

265

   

-

 

3.16

   

-

 

None

Stock

 

TOPOINT TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

4,907

   

100,345

 

3.08

   

100,345

 

None

Stock

 

DAWNING LEADING TECHNOLOGY INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

10,473

   

28,590

 

2.86

   

28,590

 

None

Stock

 

LICO TECHNOLOGY CORP.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

2,520

   

-

 

2.03

   

-

 

None

Stock

 

MOBILE DEVICES INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

261

   

-

 

2.02

   

-

 

None

Stock

 

WIESON TECHNOLOGIES CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

1,141

   

7,155

 

1.71

   

7,155

 

None

Stock

 

PRIMESENSOR TECHNOLOGY INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

434

   

1,050

 

1.40

   

1,050

 

None

Stock

 

ALL-STARS XMI LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

7

   

193,788

 

1.37

   

193,788

 

None

 


 

ATTACHMENT 4 (Securities held as of March 31, 2018) (Excluding subsidiaries, associates and joint ventures)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                     

FORTUNE VENTURE CAPITAL CORP.

                               
 
               

March 31, 2018

   

Type of securities

 

Name of securities

 

 Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

Shares as collateral
(thousand)

Stock

 

CRYSTALWISE TECHNOLOGY INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

2,720

   

$40,668

 

1.29

   

$40,668

 

None

Stock

 

NORATECH PHARMACEUTICALS, INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

1,000

   

15,040

 

0.95

   

15,040

 

None

Stock

 

TAIWANJ PHARMACEUTICALS CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

582

   

5,762

 

0.85

   

5,762

 

None

Stock

 

FUSHENG PRECISION CO., LTD.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

700

   

105,700

 

0.59

   

105,700

 

None

Stock

 

POWERTEC ENERGY CORP.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

6,470

   

64,699

 

0.58

   

64,699

 

None

Stock

 

FORTEMEDIA, INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

21

   

1

 

0.02

   

1

 

None

Stock-Preferred Stock

 

EJOULE INTERNATIONAL LIMITED

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

23,909

   

174,352

 

-

   

174,352

 

None

Stock-Preferred Stock

 

FLOADIA CORP.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

2

   

108,909

 

-

   

108,909

 

None

Stock-Preferred Stock

 

CEREBREX, INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

1

   

91,901

 

-

   

91,901

 

None

Stock-Preferred Stock

 

FORTEMEDIA, INC.

 

-

 

Financial assets at fair value through profit and loss, noncurrent

 

311

   

290

 

-

   

290

 

None

Stock

 

SHIN-ETSU HANDOTAI TAIWAN CO., LTD.

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

10,500

   

488,565

 

7.00

   

488,565

 

None

Stock

 

UNITED MICROELECTRONICS CORP.

 

Parent company

 

Financial assets at fair value through other comprehensive income, noncurrent

 

16,079

   

249,220

 

0.13

   

249,220

 

None

                                     

TLC CAPITAL CO., LTD.

                               
 
               

March 31, 2018

   

Type of securities

 

Name of securities

 

 Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

WINKING ENTERTAINMENT LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

6,433

   

$138,328

 

17.53

   

$138,328

 

None

Stock

 

BEAUTY ESSENTIALS INTERNATIONAL LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

150,500

   

131,206

 

15.29

   

131,206

 

None

Fund

 

OAK HILL OPPORTUNITIES FUND, SEGREGATED PORTFOLIO

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

9

   

250,561

 

9.00

   

250,561

 

None

Stock

 

ACTI CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,252

   

31,139

 

6.08

   

31,139

 

None

Stock

 

EXCELLENCE OPTOELECTRONICS INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

8,529

   

226,618

 

5.61

   

226,618

 

None

Stock

 

EVERGLORY RESOURCE TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,200

   

8,976

 

4.91

   

8,976

 

None

Stock

 

ADVANCE MATERIALS CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

6,039

   

48,672

 

4.39

   

48,672

 

None

Fund

 

TRANSLINK CAPITAL PARTNERS III, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

5,400

   

132,113

 

4.24

   

132,113

 

None

Stock

 

SUNDIA MEDITECH GROUP

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

779

   

27,393

 

3.23

   

27,393

 

None

Stock

 

WIESON TECHNOLOGIES CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,829

   

$11,465

 

2.74

   

$11,465

 

None

Fund

 

H&QAP GREATER CHINA GROWTH FUND, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

-

   

8,302

 

2.67

   

8,302

 

None

 

 


 

ATTACHMENT 4 (Securities held as of March 31, 2018) (Excluding subsidiaries, associates and joint ventures)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                     

TLC CAPITAL CO., LTD.

                               
 
               

March 31, 2018

   

Type of securities

 

Name of securities

 

 Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

ALL-STARS XMI LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

6

   

$166,104

 

1.17

   

$166,104

 

None

Stock

 

SIMPLO TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,422

   

261,026

 

0.77

   

261,026

 

None

Stock

 

TXC CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,978

   

77,339

 

0.64

   

77,339

 

None

Stock

 

POWERTEC ENERGY CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

6,470

   

64,698

 

0.58

   

64,698

 

None

Convertible bonds

 

DAFENG TV LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,700

   

177,480

 

-

   

177,480

 

None

Stock-Preferred stock

 

YOUJIA GROUP LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,685

   

58,188

 

-

   

58,188

 

None

Stock-Preferred stock

 

ALO7 LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,377

   

230,392

 

-

   

230,392

 

None

Stock-Preferred stock

 

ADWO MEDIA HOLDINGS LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

5,332

   

-

 

-

   

-

 

None

Stock-Preferred stock

 

IMO, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

8,519

   

-

 

-

   

-

 

None

Stock-Preferred stock

 

IAPPPAY TECHNOLOGY LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,004

   

130,770

 

-

   

130,770

 

None

Stock-Preferred stock

 

HIGHLANDER FINANCIAL GROUP CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

26,499

   

219,433

 

-

   

219,433

 

None

Stock-Preferred stock

 

X2 POWER TECHNOLOGIES LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

35,819

   

123,786

 

-

   

123,786

 

None

Stock-Preferred stock

 

GAME VIDEO LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

279

   

86,774

 

-

   

86,774

 

None

Stock-Preferred stock

 

CLOUD MOMENT (CAYMAN) INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

359

   

15,499

 

-

   

15,499

 

None

Stock-Preferred stock

 

PLAYNITRIDE INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,739

   

139,181

 

-

   

139,181

 

None

Stock-Preferred stock

 

EJOULE INTERNATIONAL LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

35,863

   

261,528

 

-

   

261,528

 

None

                                     

UMC CAPITAL CORP.

                                   
                                     
               

March 31, 2018

   

Type of securities

Name of securities

 Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Convertible bonds

 

SWIFTSTACK, INC.

 

-

 

Financial assets at fair value through profit or loss, current

 

-

 

USD

567

 

-

 

USD

567

 

None

Convertible bonds

 

CLOUDWORDS, INC.

 

-

 

Financial assets at fair value through profit or loss, current

 

-

 

USD

190

 

-

 

USD

190

 

None

Convertible bonds

 

GLYMPSE, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

-

 

USD

565

 

-

 

USD

565

 

None

Fund

 

EVERYI CAPITAL ASIA FUND, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

-

 

USD

1,526

 

18.18

 

USD

1,526

 

None

Capital

 

TRANSLINK MANAGEMENT III, L.L.C.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

-

 

USD

404

 

14.33

 

USD

404

 

None

Fund

 

TRANSLINK CAPITAL PARTNERS IV, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

-

 

USD

2,842

 

13.81

 

USD

2,842

 

None

Fund

 

TRANSLINK CAPITAL PARTNERS III, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

-

 

USD

12,292

 

11.47

 

USD

12,292

 

None

Stock

 

OCTTASIA INVESTMENT HOLDING INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

7,035

 

USD

7,316

 

9.76

 

USD

7,316

 

None

 

 


 

ATTACHMENT 4 (Securities held as of March 31, 2018) (Excluding subsidiaries, associates and joint ventures)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                     

UMC CAPITAL CORP.

                                   
                                     
               

March 31, 2018

   

Type of securities

Name of securities

 Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

ALL-STARS SP IV LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

7

 

USD

7,364

 

5.03

 

USD

7,364

 

None

Fund

 

TRANSLINK CAPITAL PARTNERS II, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

-

 

USD

1,952

 

4.53

 

USD

1,952

 

None

Fund

 

OAK HILL OPPORTUNITIES FUND, SEGREGATED PORTFOLIO

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

4

 

USD

3,832

 

4.00

 

USD

3,832

 

None

Fund

 

SIERRA VENTURES XI, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

-

 

USD

1,119

 

1.76

 

USD

1,119

 

None

Fund

 

STORM VENTURES FUND V, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

-

 

USD

2,104

 

1.69

 

USD

2,104

 

None

Stock

 

ALL-STARS XMI LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

7

 

USD

6,669

 

1.37

 

USD

6,669

 

None

Stock

 

ACHIEVE MADE INTERNATIONAL LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

80

 

USD

60

 

0.57

 

USD

60

 

None

Stock

 

CIPHERMAX, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

95

   

-

 

-

   

-

 

None

Stock-Preferred stock

 

ACHIEVE MADE INTERNATIONAL LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,644

 

USD

5,289

 

-

 

USD

5,289

 

None

Stock-Preferred stock

 

CNEX LABS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,807

 

USD

7,662

 

-

 

USD

7,662

 

None

Stock-Preferred stock

 

GLYMPSE, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,349

 

USD

1,670

 

-

 

USD

1,670

 

None

Stock-Preferred stock

 

ATSCALE, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

6,255

 

USD

7,648

 

-

 

USD

7,648

 

None

Stock-Preferred stock

 

INEDA SYSTEMS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

18,419

 

USD

4,614

 

-

 

USD

4,614

 

None

Stock-Preferred stock

 

SENSIFREE LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

276

 

USD

505

 

-

 

USD

505

 

None

Stock-Preferred stock

 

APPIER HOLDINGS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

52

 

USD

1,760

 

-

 

USD

1,760

 

None

Stock-Preferred stock

 

DCARD HOLDINGS LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

27,819

 

USD

4,272

 

-

 

USD

4,272

 

None

Stock-Preferred stock

 

EPIC! CREATIONS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,025

 

USD

4,107

 

-

 

USD

4,107

 

None

Stock-Preferred stock

 

NEXTINPUT, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

3,235

 

USD

185

 

-

 

USD

185

 

None

Stock-Preferred stock

 

SHOCARD, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

517

 

USD

500

 

-

 

USD

500

 

None

Stock-Preferred stock

 

GCT SEMICONDUCTOR, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

175

 

USD

82

 

-

 

USD

82

 

None

Stock-Preferred stock

 

FORTEMEDIA, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

12,241

 

USD

2,475

 

-

 

USD

2,475

 

None

Stock-Preferred stock

 

SIFOTONICS TECHNOLOGIES CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

3,500

 

USD

7,154

 

-

 

USD

7,154

 

None

Stock-Preferred stock

 

NEVO ENERGY, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

4,980

   

-

 

-

   

-

 

None

Stock-Preferred stock

 

TRILLIANT HOLDINGS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

4,000

 

USD

5,252

 

-

 

USD

5,252

 

None

Stock-Preferred stock

 

SWIFTSTACK, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,855

 

USD

1,723

 

-

 

USD

1,723

 

None

 

 


 

ATTACHMENT 4 (Securities held as of March 31, 2018) (Excluding subsidiaries, associates and joint ventures)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                     

UMC CAPITAL CORP.

                                   
               

March 31, 2018

   

Type of securities

Name of securities

 Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock-Preferred stock

 

NEXENTA SYSTEMS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

6,555

 

USD

160

 

-

 

USD

160

 

None

Stock-Preferred stock

 

CLOUDWORDS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

9,461

 

USD

4,791

 

-

 

USD

4,791

 

None

Stock-Preferred stock

 

ZYLOGIC SEMICONDUCTOR CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

750

   

-

 

-

   

-

 

None

Stock-Preferred stock

 

WISAIR, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

173

   

-

 

-

   

-

 

None

Stock-Preferred stock

 

EAST VISION TECHNOLOGY LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,770

   

-

 

-

   

-

 

None

Stock-Preferred stock

 

SENSIFREE LTD.

 

-

 

Prepayments for investments

 

-

 

USD

565

 

-

   

N/A

 

None

                                     

UMC NEW BUSINESS INVESTMENT CORP.

                               
               

March 31, 2018

   

Type of securities

 

Name of securities

 

 Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

SOLARGATE TECHNOLOGY CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

957

   

$-

 

15.94

   

$-

 

None

Stock

 

WIN WIN PRECISION TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

3,150

   

15,907

 

6.93

   

15,907

 

None

Stock

 

AULISA MEDICAL TECHNOLOGIES, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

800

   

11,024

 

5.20

   

11,024

 

None

Stock

 

MOTECH INDUSTRIES, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

23,498

   

524,016

 

4.34

   

524,016

 

None

Stock

 

LICO TECHNOLOGY CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

4,089

   

-

 

3.29

   

-

 

None

Stock

 

POWERTEC ENERGY CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

3,460

   

34,598

 

0.31

   

34,598

 

None

                                     

TERA ENERGY DEVELOPMENT CO., LTD.

                               
               

March 31, 2018

   

Type of securities

 

Name of securities

 

 Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

TIAN TAI PHOTOELECTRICITY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

375

   

$3,750

 

1.18

   

$3,750

 

None

                                     

NEXPOWER TECHNOLOGY CORP.

                               
               

March 31, 2018

   

Type of securities

 

Name of securities

 

 Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

PACIFIC-GREEN INTEGRATED TECHNOLOGY INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

54

   

$-

 

18.00

   

$-

 

None

                                     

SINO PARAGON LIMITED

                               
               

March 31, 2018

   

Type of securities

 

Name of securities

 

 Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Fund

 

SPARKLABS KOREA FUND II, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

 -

   

$20,104

 

11.04

   

$20,104

 

None

Fund

 

SPARKLABS GLOBAL VENTURES FUND I, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

 -

   

77,709

 

11.13

   

77,709

 

None

 

 


 

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 three-month period ended March 31, 2018)

(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/
shares (thousand)

 

Amount
(Note 1)

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Cost

 

Gain (Loss)
from disposal

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

Stock

 

GREEN EARTH LIMITED

 

Investments accounted for under the equity method

 

Purchase of newly issued shares

 

Subsidaries

 

420,000

   

$9,243,073

 

375,000

   

$11,085,750

 

-

 

$- 

 

$- 

 

$- 

 

795,000

   

$18,173,396
(Note 2)

                                                               
                                                               
                                                                       

Note 1 : The amounts of beginning and ending balances of investments accounted for under the equity method include adjustments under the equity method.

                                             

Note 2 : The ending balance includes share of loss of associates and joint ventures of $(533,005) thousand, retained earnings adjustment under equity method of $(1,314,126) thousand and exchange differences on translation of

                           

foreign operations adjustment under equity method of $(308,296) thousand.

                                                           
                                                                       

GREEN EARTH LIMITED

                                                               

Type of securities

 

Name of the securities

 

Financial statement account

 

Counter-party

 

 Relationship

 

Beginning balance

 

Addition

 

Disposal

 

Ending balance

         

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Cost

 

Gain (Loss)
from disposal

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

Capital

 

UNITED MICROCHIP CORPORATION

 

Investments accounted for under the equity method

 

Purchase of newly issued shares

 

Subsidaries

 

410,050

 

 

$9,008,924

 

382,000

   

$11,292,684

 

-

 

$- 

 

$- 

 

$- 

 

792,050

   

$18,147,962
(Note2)

                                                                       

Note 1 : The amounts of beginning and ending balances of investments accounted for under the equity method include adjustment under the equity method.

                                               

Note 2 : The ending balance includes share of loss of associates and joint ventures of $(531,224) thousand, retained earnings adjustment under equity method of $(1,314,126) thousand and exchange differences on translation of

                           

foreign operations adjustment under equity method of $(308,296) thousand.

                                                           
                                                                       

UNITED MICROCHIP CORPORATION

                                                               

Type of securities

 

Name of the securities

 

Financial statement account

 

Counter-party

 

 Relationship

 

Beginning balance

 

Addition

 

Disposal

 

Ending balance

         

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Cost

 

Gain (Loss)
from disposal

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

Capital

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

Investments accounted for under the equity method

 

Purchase of newly issued shares

 

Associate

 

-

   

$8,807,847

 

-

   

$11,313,902

 

-

 

$- 

 

$- 

 

$- 

 

-

   

$17,972,237
(Note2)

                                                                       

Note 1 : The amounts of beginning and ending balances of investments accounted for under the equity method include adjustment under the equity method.

                                               

Note 2 : The ending balance includes share of loss of associates and joint ventures of $(527,090) thousand, retained earnings adjustment under equity method of $(1,314,126) thousand and exchange differences on translation of foreign operations adjustment under equity method of $(308,296) thousand.


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 three-month period ended March 31, 2018)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                                 
                       

Where counter-party is a related party, details of prior transactions

           

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

None

                                               
                                                 

 

 


 

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 three-month period ended March 31, 2018)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                             
                                             

Names of properties

 

Transaction date

 

Date of original acquisition

 

Carrying amount

 

Transaction amount

 

Status of proceeds collection

 

Gain (Loss) from disposal

 

Counter-party

 

 Relationship

 

Reason of disposal

 

Price reference

 

Other commitments

None

                                           
                                             
                                             
                                             

 

 


 

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 three-month period ended March 31, 2018)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                                   

UNITED MICROELECTRONICS CORPORATION

                       
       

Transactions

 

Details of non-arm's length transaction

 

Notes and accounts receivable (payable)

 

Note

Counter-party

 

Relationship

 

Purchases (Sales)

 

Amount

 

 Percentage of total purchases (sales)

 

Term

 

Unit price

 

Term

 

Balance

 

Percentage of total receivables (payable)

 

UMC GROUP (USA)

 

Subsidiary

 

Sales

   

$15,616,682

 

47

%

 

Net 60 days

 

N/A

 

N/A

   

$8,630,190

   

40

%

   

UMC GROUP JAPAN

 

Subsidiary

 

Sales

   

958,472

 

3

%

 

Net 60 days

 

N/A

 

N/A

   

695,834

   

3

%

   

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

Subsidiary

 

Sales

   

338,208

 

1

%

 

Net 30 days

 

N/A

 

N/A

   

62,202

   

0

%

   

FARADAY TECHNOLOGY CORPORATION

 

Associate

 

Sales

   

132,208

 

0

%

 

Month-end 60 days

 

N/A

 

N/A

   

69,029

   

0

%

   
                                                   

UMC GROUP (USA)

                                                 
                                                   
       

Transactions

 

Details of non-arm's length transaction

 

Notes and accounts receivable (payable)

 

Note

Counter-party

 

Relationship

 

Purchases (Sales)

 

Amount

 

 Percentage of total purchases (sales)

 

Term

 

Unit price

 

Term

 

Balance

 

Percentage of total receivables (payable)

 

UNITED MICROELECTRONICS CORPORATION

 

Parent company

 

Purchases

 

USD

509,840

 

98

%

 

Net 60 days

 

N/A

 

N/A

 

USD

297,078

   

99

%

   

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

Associate

 

Purchases

 

USD

5,754

 

1

%

 

Net 60 days

 

N/A

 

N/A

 

USD

2,428

   

1

%

   
                                                   

UMC GROUP JAPAN

                                                 
                                                   
       

Transactions

 

Details of non-arm's length transaction

 

Notes and accounts receivable (payable)

 

Note

Counter-party

 

Relationship

 

Purchases (Sales)

 

Amount

 

 Percentage of total purchases (sales)

 

Term

 

Unit price

 

Term

 

Balance

 

Percentage of total receivables (payable)

 

UNITED MICROELECTRONICS CORPORATION

 

Parent company

 

Purchases

 

JPY

3,424,140

 

94

%

 

Net 60 days

 

N/A

 

N/A

 

JPY

2,544,968

   

95

%

   
                                                   

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

                                                 
                                                   
       

Transactions

 

Details of non-arm's length transaction

 

Notes and accounts receivable (payable)

 

Note

Counter-party

 

Relationship

 

Purchases (Sales)

 

Amount

 

 Percentage of total purchases (sales)

 

Term

 

Unit price

 

Term

 

Balance

 

Percentage of total receivables (payable)

 

UMC GROUP (USA)

 

Associate

 

Sales

 

RMB

43,628

 

12

%

 

Net 60 days

 

N/A

 

N/A

 

RMB

15,267

   

3

%

   

 

 


 

ATTACHMENT 9 (Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of March 31, 2018)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                             

UNITED MICROELECTRONICS CORPORATION

                                             
       

Ending balance

Turnover rate (times)

 

Overdue receivables

 

Amount received in subsequent period

 

Loss
allowance

   

Counter-party

Relationship

Notes receivable

 

Accounts
receivable

 

Other receivables

 

Total

   

Amount

 

Collection status

UMC GROUP (USA)

 

Subsidiary

 

$-

   

$8,630,190

 

$2,907

   

$8,633,097

 

8.13

 

$-

 

Collection in
subsequent period

 

$3,676,676

 

$-

UMC GROUP JAPAN

 

Subsidiary

 

-

   

695,834

 

-

   

695,834

 

5.66

 

47,608

 

Collection in
subsequent period

 

-

 

-

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

Subsidiary

 

-

   

62,202

 

4,669,814

   

4,732,016

 

0.56

 

11,658

 

Collection in
subsequent period

 

-

 

-

 


 

ATTACHMENT 10 (Names, locations and related information of investee companies as of March 31, 2018) (Not including investment in Mainland China)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                                   

UNITED MICROELECTRONICS CORPORATION

                                         

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

UMC GROUP (USA)

 

USA

 

IC Sales

 

USD

16,438

 

USD

16,438

 

16,438

 

100.00

   

$1,613,488

   

$46,936

   

$46,936

   

UNITED MICROELECTRONICS (EUROPE) B.V.

 

The Netherlands

 

Marketing support activities

 

USD

5,421

 

USD

5,421

 

9

 

100.00

   

133,493

   

724

   

724

   

UMC CAPITAL CORP.

 

Cayman Islands

 

Investment holding

 

USD

81,500

 

USD

81,500

 

71,663

 

100.00

   

3,396,688

   

(32,027)

   

(32,027)

   

GREEN EARTH LIMITED

 

Samoa

 

Investment holding

 

USD

795,000

 

USD

420,000

 

795,000

 

100.00

   

18,173,396

   

(533,005)

   

(533,005)

   

TLC CAPITAL CO., LTD.

 

Taipei City, Taiwan

 

Venture capital

   

4,610,000

   

5,450,000

 

387,600

 

100.00

   

4,575,178

   

68,673

   

68,673

   

UMC NEW BUSINESS INVESTMENT CORP.

 

Taipei City, Taiwan

 

Investment holding

   

5,900,000

   

5,900,000

 

590,000

 

100.00

   

1,160,154

   

(43,207)

   

(43,207)

   

UMC INVESTMENT (SAMOA) LIMITED

 

Samoa

 

Investment holding

 

USD

1,520

 

USD

1,520

 

1,520

 

100.00

   

40,863

   

(1,054)

   

(1,054)

   

FORTUNE VENTURE CAPITAL CORP.

 

Taipei City, Taiwan

 

Consulting and planning for venture capital

   

4,160,053

   

4,160,053

 

374,800

 

100.00

   

4,731,206

   

76,396

   

76,396

   

UMC GROUP JAPAN

 

Japan

 

IC Sales

 

JPY

60,000

 

JPY

60,000

 

1

 

100.00

   

227,988

   

(4,590)

   

(4,590)

   

UMC KOREA CO., LTD.

 

Korea

 

Marketing support activities

 

KRW

550,000

 

KRW

550,000

 

110

 

100.00

   

19,617

   

221

   

221

   

OMNI GLOBAL LIMITED

 

Samoa

 

Investment holding

 

USD

4,300

 

USD

4,300

 

4,300

 

100.00

   

522,729

   

16,257

   

16,257

   

SINO PARAGON LIMITED

 

Samoa

 

Investment holding

 

USD

2,600

 

USD

2,600

 

2,600

 

100.00

   

100,678

   

(5,781)

   

(5,781)

   

BEST ELITE INTERNATIONAL LIMITED

 

British Virgin Islands

 

Investment holding

 

USD

309,102

 

USD

309,102

 

664,966

 

100.00

   

22,474,870

   

304,301

   

295,124

   

WAVETEK MICROELECTRONICS CORPORATION

 

Hsinchu County, Taiwan

 

Sales and manufacturing of integrated circuits

   

1,707,482

   

1,707,482

 

126,230

 

77.74

   

446,428

   

(48,115)

   

(37,404)

   

MTIC HOLDINGS PTE. LTD.

 

Singapore

 

Investment holding

 

SGD

12,000

 

SGD

12,000

 

12,000

 

45.44

   

49,241

   

(2,724)

   

(1,238)

   

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

5,777,225

   

5,777,225

 

40,104

 

44.32

   

15,913

   

(80,952)

   

(35,874)

   

UNITECH CAPITAL INC.

 

British Virgin Islands

 

Investment holding

 

USD

21,000

 

USD

21,000

 

21,000

 

42.00

   

702,829

   

(31,072)

   

(13,050)

   

TRIKNIGHT CAPITAL CORPORATION

 

Taipei City, Taiwan

 

Investment holding

   

840,000

   

840,000

 

84,000

 

40.00

   

879,268

   

(36,328)

   

(15,541)

   

HSUN CHIEH INVESTMENT CO., LTD.

 

Taipei City, Taiwan

 

Investment holding

   

336,241

   

336,241

 

160,052

 

36.49

   

4,181,462

   

692,319

   

252,205

   

YANN YUAN INVESTMENT CO., LTD.

 

Taipei City, Taiwan

 

Investment holding

   

2,300,000

   

2,300,000

 

46,000

 

30.87

   

2,974,125

   

20,432

   

6,308

   

FARADAY TECHNOLOGY CORPORATION

 

Hsinchu City, Taiwan

 

Design of application-specific integrated circuit

   

38,918

   

38,918

 

34,240

 

13.78

   

1,631,225

   

(163,527)

   

(22,527)

   

 


 

ATTACHMENT 10 (Names, locations and related information of investee companies as of March 31, 2018) (Not including investment in Mainland China)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                                   

FORTUNE VENTURE CAPITAL CORP.

                                             

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

$1,578,630

   

$1,578,630

 

32,066

 

35.43

   

$12,723

   

$(80,952)

   

$(28,684)

   

CLIENTRON CORP.

 

Xinbei City, Taiwan

 

Thin client

   

308,580

   

308,580

 

16,761

 

22.39

   

265,519

   

(3,648)

   

(733)

   

WAVETEK MICROELECTRONICS CORPORATION

 

Hsinchu County, Taiwan

 

Sales and manufacturing of integrated circuits

   

8,856

   

8,856

 

1,194

 

0.73

   

6,380

   

(48,115)

   

(354)

   
                                                   

TLC CAPITAL CO., LTD.

                                             

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

SOARING CAPITAL CORP.

 

Samoa

 

Investment holding

 

USD

900

 

USD

900

 

900

 

100.00

   

$15,789

   

$(878)

   

$(878)

   

YUNG LI INVESTMENTS, INC.

 

Taipei City, Taiwan

 

Investment holding

   

59,125

   

59,125

 

5,913

 

45.16

   

41,062

   

(1,682)

   

(760)

   

HSUN CHIEH CAPITAL CORP.

 

Samoa

 

Investment holding

 

USD

6,000

 

USD

6,000

 

6,000

 

30.00

   

189,417

   

55,463

   

16,639

   

VSENSE CO., LTD.

 

Taipei City, Taiwan

 

Medical devices, measuring equipment, reagents and consumables

   

95,916

   

95,916

 

4,251

 

28.63

   

76,377

   

(6,753)

   

(1,933)

   

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

828,019

   

828,019

 

6,613

 

7.31

   

2,624

   

(80,952)

   

(5,916)

   
                                                   

UMC CAPITAL CORP.

                                             

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

UMC CAPITAL (USA)

 

USA

 

Investment holding

 

USD

200

 

USD

200

 

200

 

100.00

 

USD

539

 

USD

4

 

USD

4

   

TRANSLINK CAPITAL PARTNERS I, L.P.

 

Cayman Islands

 

Investment holding

 

USD

4,036

 

USD

4,036

 

 -

 

10.38

 

USD

3,648

 

USD

(190)

 

USD

(16)

   
                                                   

UMC NEW BUSINESS INVESTMENT CORP.

                                               

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

TERA ENERGY DEVELOPMENT CO., LTD.

 

Hsinchu City, Taiwan

 

Energy Technical Services

   

$190,752

   

$190,752

 

27,655

 

100.00

   

$170,544

   

$(371)

   

$(371)

   

UNISTARS CORPORATION

 

Hsinchu County, Taiwan

 

High brightness LED packages

   

606,980

   

606,980

 

46,168

 

83.69

   

71,256

   

(8,510)

   

(7,122)

   

 


 

ATTACHMENT 10 (Names, locations and related information of investee companies as of March 31, 2018) (Not including investment in Mainland China)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                                   

UMC NEW BUSINESS INVESTMENT CORP.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

WINAICO IMMOBILIEN GMBH

 

Germany

 

Solar project

 

EUR

5,900

 

EUR

5,900

 

5,900

 

32.78

   

$- 

   

$(404,367)

   

$- 

   

UNITED LED CORPORATION HONG KONG LIMITED

 

Hongkong

 

Investment holding

 

USD

22,500

 

USD

22,500

 

22,500

 

25.14

   

208,683

   

(46,510)

   

(11,693)

   
                                                   

TERA ENERGY DEVELOPMENT CO., LTD.

                                             

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

EVERRICH ENERGY INVESTMENT (HK) LIMITED

 

Hongkong

 

Investment holding

 

USD

1,092

 

USD

1,092

 

1,092

 

100.00

   

$42,685

   

$1,447

   

$1,447

   

WINAICO SOLAR PROJEKT 1 GMBH

 

Germany

 

Solar project

 

EUR

1,120

 

EUR

1,120

 

1,120

 

50.00

   

   

(49,557)

   

   

WINAICO IMMOBILIEN GMBH

 

Germany

 

Solar project

 

EUR

2,160

 

EUR

2,160

 

2,160

 

12.00

   

   

(404,367)

   

   
                                                   

WAVETEK MICROELECTRONICS CORPORATION

                                             

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

WAVETEK MICROELECTRONICS INVESTMENT (SAMOA) LIMITED

 

Samoa

 

Investment holding

 

USD

1,200

 

USD

1,200

 

1,200

 

100.00

   

$5,059

   

$(1,904)

   

$(1,904)

   
                                                   

WAVETEK MICROELECTRONICS INVESTMENT (SAMOA) LIMITED

                                         

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

WAVETEK MICROELECTRONICS CORPORATION (USA)

 

USA

 

Sales and marketing service

 

USD

60

 

USD

60

 

60

 

100.00

   

$2,318

   

$41

   

$41

   
                                                   

NEXPOWER TECHNOLOGY CORP.

                                             

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

SOCIALNEX ITALIA 1 S.R.L.

 

Italy

 

Photovoltaic power plant

 

EUR

3,637

 

EUR

3,637

 

-

 

100.00

   

$127,038

   

$666

   

$666

   

 


 

ATTACHMENT 10 (Names, locations and related information of investee companies as of March 31, 2018) (Not including investment in Mainland China)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                                   
                                                   

BEST ELITE INTERNATIONAL LIMITED

                                             

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

INFOSHINE TECHNOLOGY LIMITED

 

British Virgin Islands

 

Investment holding

 

USD

354,000

 

USD

354,000

 

-

 

100.00

 

USD

771,367

 

USD

10,425

 

USD

10,425

   
                                                   

INFOSHINE TECHNOLOGY LIMITED

                                             

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

OAKWOOD ASSOCIATES LIMITED

 

British Virgin Islands

 

Investment holding

 

USD

354,000

 

USD

354,000

 

-

 

100.00

 

USD

771,367

 

USD

10,425

 

USD

10,425

   
                                                   

OMNI GLOBAL LIMITED

                                             

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

UNITED MICROTECHNOLOGY CORPORATION (NEW YORK)

 

USA

 

Research & Development

 

USD

950

 

USD

950

 

0

 

100.00

   

$29,271

   

$(17)

   

$(17)

   

UNITED MICROTECHNOLOGY CORPORATION (CALIFORNIA)

 

USA

 

Research & Development

 

USD

1,000

 

USD

1,000

 

0

 

100.00

   

30,596

   

305

   

305

   

ECP VITA PTE. LTD.

 

Singapore

 

Insurance

 

USD

9,000

 

USD

9,000

 

9,000

 

100.00

   

467,459

   

15,717

   

15,717

   

UMC TECHNOLOGY JAPAN CO., LTD.

 

Japan

 

Semiconductor manufacturing technology development and consulting services

 

JPY

35,000

 

JPY

35,000

 

4

 

100.00

   

9,158

   

(64)

   

(64)

   
                                                   

GREEN EARTH LIMITED

                                         

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2018

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

UNITED MICROCHIP CORPORATION

 

Cayman

 

Investment holding

 

USD

792,050

 

USD

410,050

 

792,050

 

100.00

   

$18,147,962

   

$(531,224)

   

$(531,224)

   

 


 

ATTACHMENT 11 (Investment in Mainland China as of March 31, 2018)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                                         

Investee company

 

Main businesses and products

 

Total amount of
paid-in capital

 

Method of investment
(Note 1)

 

Accumulated
outflow of
investment from
Taiwan as of
January 1, 2018

   

Investment flows

 

Accumulated outflow of investment from Taiwan as of
March 31, 2018

       

Percentage of ownership

 

Investment income (loss) recognized
(Note 2)

 

Carrying amount
as of
March 31, 2018

 

Accumulated inward remittance of earnings as of
March 31, 2018

                   
   

Outflow

 

Inflow

   

Net income (loss) of investee company

       

UNITRUTH ADVISOR (SHANGHAI) CO., LTD.

 

Investment Holding and advisory

 


(USD

$23,248
800)

 

(ii)SOARING CAPITAL CORP.

 


(USD

$23,248
800)

   

$-

   

$-

 


(USD

$23,248
800)

   

$(871)

 

100.00%

   

$(871)
(iii)

   

$15,467

   

$-

SHANDONG HUAHONG ENERGY INVEST CO., INC.

 

Invest new energy business

 


(RMB

1,386,000
 300,000)

 

(i)

 


(USD

 39,522
1,360)

   

  -

   

-

 


(USD

 39,522
1,360)

   

(5,573)

 

50.00%

   

 -
(iii)

   

-

   

-

JINING SUNRICH SOLAR ENERGY CORP.

 

To construct, operate, and maintain solar power plant

 


(RMB

1,293,600
 280,000)

 

(iii)SHANDONG HUAHONG ENERGY INVEST CO., INC.

 


(USD

 608,226
20,930)
 

   

  -

   

-

 


(USD

 608,226
20,930) 

   

(5,319)

 

50.00%

   

 -
(iii)

   

-

   

-

EVERRICH (SHANDONG) ENERGY CO., LTD.

 

Solar engineering integrated design services

 


(USD

21,795
750)

 

(ii)EVERRICH ENERGY INVESTMENT (HK) LIMITED

 


(USD

21,795
750)

   

 -

   

-

 


(USD

21,795
750)

   

1,202

 

100.00%

   

 1,202
(iii)

   

31,215

 


(USD

118,013
4,061)

UNITED LED CORPORATION

 

Research, manufacturing and sales in LED epitaxial wafers

 


(USD

2,441,040
84,000)

 

(ii)UNITED LED CORPORATION HONG KONG LIMITED

 


(USD

588,465
20,250)

   

 -

   

-

 


(USD

588,465
20,250)

 


(RMB

(46,334)
(10,029))

 

25.14%

 


(RMB

  (11,647)
(2,521))
(ii)

 


(RMB

 204,518
44,268)

   

-

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

Sales and manufacturing of integrated circuits

 


(USD

11,042,800
380,000)

 

(ii)OAKWOOD ASSOCIATES LIMITED

 


(USD

 8,982,504
309,102)

   

  -

   

-

 


(USD

 8,982,504
309,102)

 


(USD

302,951
10,425)

 

100.00%
(Note 4)

 


(USD

 293,826
10,111)
(ii)

 


(USD

 21,661,556
745,408)

   

-

UMC (BEIJING) LIMITED

 

Marketing support activities

 


(USD

14,530
 500)

 

(ii)UMC INVESTMENT
(SAMOA) LIMITED

 


(USD

14,530
 500)

   

  -

   

-

 


(USD

14,530
 500)

   

(422)

 

100.00%

   

 (422)
(iii)

   

13,440

   

-

UNITEDDS SEMICONDUCTOR (SHANDONG) CO., LTD.

 

Design support of integrated circuits

 


(RMB

138,600
 30,000)

 

(iii)HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

   

-

   

  -

   

-

   

-

 


(RMB

10,353
2,241)

 

100.00%

 


(RMB

 10,353
2,241)
(iii)

 


(RMB

197,500
42,749)

   

-

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

Sales and manufacturing of integrated circuits

 


(RMB

52,995,807
11,470,954)

 

(ii)UNITED MICROCHIP CORPORATION and (iii)HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 


(USD

11,718,968
 403,268)
(Note 5)

 


(USD

 11,121,785
(382,718)

   

-

 


(USD

 22,840,753
785,986)
(Note 5)
 

 


(RMB

(1,035,458)
(224,125))

 

61.50%

 


(RMB

 (675,550)
(146,223))
(ii)

 


(RMB

24,816,344
5,371,503)

   

-

                                                                     

Accumulated investment in Mainland China as of
March 31, 2018

 

Investment amounts authorized by Investment Commission, MOEA

 

Upper limit on investment

                                       
                                           
                                           

$33,119,043
(USD 1,139,678)

   

$49,077,022
(USD 1,688,817)

   

$129,604,247

                                       
                                                                     

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:

                           
 

The investment income (loss) were determined based on the following basis:

                                                       
 

(i) The financial report was reviewed by an international certified public accounting firm in cooperation with an R.O.C. accounting firm.

                                             
 

(ii) The financial statements were reviewed by the auditors of the parent company.

                                                       
 

(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 :

The Company indirectly invested in HEJIAN TECHNOLOGY (SUZHOU) CO., LTD. via investment in BEST ELITE INTERNATIONAL LIMITED, an equity investee.  The investment has been approved by the Investment Commission, MOEA

                 
 

in the total amount of US$383,569 thousand.  As of March 31, 2018, the amount of investment has been all remitted.

                                                 

Note 5 :

The consent to invest in UNITED SEMICONDUCTOR (XIAMEN) CO., LTD. (USCXM)'s investment has been approved by the Investment Commission, MOEA in the total amount of US$1,260,658 thousand.

                           
 

The investment amount to USCXM from HEJIAN TECHNOLOGY (SUZHOU) CO., LTD. was US$257,390 thousand, and indirectly invested in USCXM via investment in GREEN EARTH LIMITED was US$785,986 thousand.

                       
 

As of March 31, 2018, the amount of investment US$217,282 thousand has not yet been remitted.