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

 

 

 

 

 

 

UNITED MICROELECTRONICS CORPORATION

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

WITH REPORT OF INDEPENDENT AUDITORS

FOR THE YEARS ENDED

DECEMBER 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


 

 

 

 

Independent Auditors’ Report

 

To United Microelectronics Corporation

 

Opinion

 

We have audited the accompanying consolidated balance sheets of United Microelectronics Corporation and its subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2018 and 2017, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

 

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018 and 2017, and their consolidated financial performance and cash flows for the years ended December 31, 2018 and 2017, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

 

Basis for Opinion

 

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China.  Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report.  We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the Norm), and we have fulfilled our other ethical responsibilities in accordance with the Norm.  Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

2


 

 

 

 

Key Audit Matters

 

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2018 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

1.    Revenue Recognition

 

Net sales recognized by the Company amounted to NT$142,706 million for the year ended December 31, 2018.  The timing of revenue recognition for the Company’s wafer fabrication sales mainly depends on the trade term, Free Carrier, which remained unchanged after adopting IFRS 15 “Revenue from Contracts with Customers” (IFRS 15).  Based on IFRS 15, the Company recognizes revenue as it satisfies the performance obligation upon transfer of promised goods to carriers approved by the customers.  However, there exists a risk of revenues being recorded in an inappropriate period before the Company satisfies the performance obligation where physical deliveries have not been fulfilled.  Therefore, we considered this a key audit matter.

 

Our audit procedures included, but not limited to, assessing the appropriateness of the accounting policy of revenue recognition, including the reassessment of revenue recognition upon the adoption of IFRS 15; evaluating and testing the design and operating effectiveness of internal controls around revenue recognition under IFRS 15; selecting samples to perform tests of details and reviewing significant terms and condition of contracts to verify the occurrence of transactions and reasonableness of the timing of revenue recognition; confirming significant contractual terms; performing cut-off testing by selecting a sample of transactions from either side of year-end and vouching them to supporting evidences to ensure the reasonableness of revenue cut-off; reviewing significant subsequent sales returns and discounts to verify the occurrence of sales transactions recorded before the balance sheet date; and executing tests of journal entries prepared by management and reviewing manual sales journal entries to validate the consistency with the substance of transactions.

 

We also assessed the adequacy of disclosures of operating revenues, including the transitional disclosures for the adoption of IFRS 15.  Please refer to Note 6 to the Company’s consolidated financial statements.

 

2.    Valuation for slow-moving inventories

 

As of December 31, 2018, the Company’s net inventories amounted to NT$18,203 million. As the semiconductor industry is characterized by rapid changes in technology, management has to evaluate loss due to write-downs of slow moving inventories to their net realizable values. Considering the amount of inventories was significant and the identification of slow-moving inventories and the assessment of the amount of inventory write-downs require significant management judgement, we determined this a key audit matter.

3


 

 

 

 

Our audit procedures included, but not limited to, evaluating and testing the design and operating effectiveness of internal controls around slow-moving inventories, including the methodologies and assumptions used as well as the application controls in relation to the calculation of inventory aging; testing key assumptions relating to the valuation of write-downs from slow-moving inventories, including performing a retrospective evaluation by comparing actual results to the estimate made in the prior year to determine the reasonableness of management’s estimates of slow-moving inventories.

 

We also assessed the adequacy of disclosures of inventories.  Please refer to Notes 5 and 6 to the Company’s consolidated financial statements.

 

3.    Valuation of financial assets in Level 3 fair value measurement

 

As of December 31, 2018, the Company invested in financial assets, of which NT$11,318 million was categorized as level 3 of fair value hierarchy (as significant pricing inputs to them are unobservable), mainly comprised of common stocks and preferred stocks of unlisted companies. Valuation of these level 3 investments involves application of different valuation techniques and assumptions in relation to the use of unobservable inputs, including cash flow forecasts, the selection of comparable companies or equity transaction prices, as well as the application of assumptions such as discount rates, discounts for lack of marketability and valuation multiples.  Considering the determination of aforementioned assumptions involved management judgments which could significantly affect the reported fair value of the financial assets, we considered this a key audit matter.

 

Our audit procedures included, but not limited to, evaluating and testing the design and operating effectiveness of internal controls around valuation of financial assets, including the classification and measurement of financial assets upon the initial application of IFRS 9 as well as management’s decision and approval of the methods and assumptions used in valuation model; reassessing the reasonableness of cash flow forecasts, the selection of comparable companies or equity transaction prices, as well as the application of assumptions such as discount rates, discounts for lack of marketability and valuation multiples for individual investments with the assistance of our internal valuation specialists on a sample basis; assessing whether the valuations performed by management were within a reasonable range compared to the valuations performed by our internal valuation specialists; and validating the accuracy of inputs of financial information of the selected comparable companies by benchmarking them with public information.

 

We also assessed the adequacy of disclosures of financial assets, including the transitional disclosures for the adoption of IFRS 9.  Please refer to Notes 5 and 12 to the Company’s consolidated financial statements.

4


 

 

 

 

Other Matter – Making Reference to the Audits of Component Auditors

 

We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method.  Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of other auditors.  These associates and joint ventures under equity method amounted to NT$8,714 million and NT$8,998 million, representing 2.39% and 2.28% of consolidated total assets as of December 31, 2018 and 2017, respectively.  The related shares of profits (loss) from the associates and joint ventures under the equity method amounted to NT$(751) million and NT$308 million, representing (34.37)% and 3.94% of the consolidated income before tax for the years ended December 31, 2018 and 2017, respectively, and the related shares of other comprehensive income (loss) from the associates and joint ventures under the equity method amounted to NT$(225) million and NT$1,307 million, representing (6.27)% and 50.34% of the consolidated total comprehensive income (loss) for the years ended December 31, 2018 and 2017, respectively.

 

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company.

 

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.  Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists.  Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

5


 

 

 

 

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit.  We also:

 

1.    Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

2.    Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.

 

3.    Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

4.    Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company.  If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion.  Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.  However, future events or conditions may cause the Company to cease to continue as a going concern.

 

5.    Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

6.    Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements.  We are responsible for the direction, supervision and performance of the group audit.  We remain solely responsible for our audit opinion.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

6


 

 

 

 

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2018 consolidated financial statements and are therefore the key audit matters.  We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

Other

 

We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2018 and 2017.

 

 

 

/s/Chiu, Wan-Ju

 

 

 

/s/Hsu, Hsin-Min

 

 

 

Ernst & Young, Taiwan

 

 

March 6, 2019

 

 

Notice to Readers

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

 

7


 
 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

             
       

As of December 31,

Assets

 

Notes

  

2018

 

2017

Current assets

           

Cash and cash equivalents

 

4, 6(1), 6(27)

 

 $  83,661,739

 

 $  81,674,572

Financial assets at fair value through profit or loss, current

 

4, 5, 6(2), 12(7)

 

   528,450

 

   716,918

Contract assets, current

 

4, 6(19)

 

  92,210

 

-

Notes receivable

 

4

 

   118

 

6,283

Accounts receivable, net

 

4, 6(3), 6(27)

 

  23,735,989

 

  20,876,417

Accounts receivable-related parties, net

 

4, 7

 

   138,912

 

  91,065

Other receivables

 

4

 

   708,432

 

1,175,307

Current tax assets

 

4

 

  20,856

 

   507,871

Inventories, net

 

4, 5, 6(4), 6(27)

 

  18,203,119

 

  18,257,500

Prepayments

     

  11,225,322

 

  13,209,550

Other current assets

     

2,878,285

 

2,645,003

Total current assets

     

   141,193,432

 

   139,160,486

             

Non-current assets

           

Financial assets at fair value through profit or loss, noncurrent

 

4, 5, 6(2), 12(7)

 

  11,555,847

 

   191,005

Financial assets at fair value through other comprehensive income, noncurrent

 

4, 5, 6(5), 12(7)

 

  11,585,477

 

-

Available-for-sale financial assets, noncurrent

 

4, 5, 6(6), 7, 12(7)

 

-

 

  20,636,332

Financial assets measured at cost, noncurrent

 

4, 6(7)

 

-

 

2,218,472

Investments accounted for under the equity method

 

4, 6(8), 7

 

  10,363,977

 

  10,976,940

Property, plant and equipment

 

4, 5, 6(9), 6(27), 8

 

   172,846,595

 

   205,741,681

Intangible assets

 

4, 6(10), 7

 

2,991,804

 

3,787,509

Deferred tax assets

 

4, 5, 6(24)

 

6,387,909

 

6,071,582

Prepayment for equipment

     

   661,402

 

   286,090

Refundable deposits

 

8

 

2,757,399

 

1,903,041

Other noncurrent assets-others

 

8

 

4,261,064

 

3,126,024

Total non-current assets

     

   223,411,474

 

   254,938,676

             

Total assets

     

 $ 364,604,906

 

 $ 394,099,162

             

(continued)

 

 

8


 
 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

             
       

As of December 31,

Liabilities and Equity

 

Notes

  

2018

 

2017

Current liabilities

           

Short-term loans

 

6(11), 6(26), 6(27)

 

 $   13,103,808

 

 $   25,445,540

Contract liabilities, current

 

6(19)

 

932,371

 

  -

Notes and accounts payable

     

  6,801,745

 

  6,535,570

Other payables

 

7

 

   12,455,861

 

   12,962,286

Payables on equipment

     

  4,008,142

 

  4,671,802

Current tax liabilities

 

4

 

  2,059,172

 

  4,097,568

Current portion of long-term liabilities

 

4, 6(12), 6(13), 6(26), 6(27), 8, 12(7)

 

  5,121,396

 

   27,363,822

Other current liabilities

 

6(15), 6(16), 6(26), 7

 

  5,416,842

 

  6,984,482

Total current liabilities

     

   49,899,337

 

   88,061,070

             

Non-current liabilities

           

Bonds payable

 

4, 6(12), 6(26), 12(7)

 

   38,878,947

 

   23,675,861

Long-term loans

 

6(13), 6(26), 6(27), 8, 12(7)

 

   28,204,054

 

   29,643,284

Deferred tax liabilities

 

4, 5, 6(24)

 

  1,965,693

 

  1,631,705

Net defined benefit liabilities, noncurrent

 

4, 5, 6(14)

 

  4,167,174

 

  4,138,519

Guarantee deposits

 

6(26)

 

612,903

 

469,491

Other noncurrent liabilities-others

 

4, 6(15), 6(26), 9(6)

 

   34,340,307

 

   32,441,648

Total non-current liabilities

     

108,169,078

 

   92,000,508

             

Total liabilities

     

158,068,415

 

180,061,578

             

Equity attributable to the parent company

           

Capital

 

4, 6(17)

       

Common stock

     

124,243,187

 

126,243,187

Additional paid-in capital

 

4, 6(12), 6(17)

       

Premiums

     

   36,278,383

 

   36,862,383

Treasury stock transactions

     

  1,737,113

 

  1,753,028

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

     

573,336

 

573,336

disposing subsidiaries and the carrying amounts of the subsidiaries

           

Recognition of changes in subsidiaries’ ownership

     

   39

 

  -

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

     

108,613

 

   97,482

Employee stock options

     

178,401

 

  -

Stock options

     

  1,515,297

 

  1,572,121

Other

     

  8,181

 

  -

Retained earnings

 

6(17)

       

Legal reserve

     

   10,865,280

 

  9,902,407

Unappropriated earnings

     

   50,723,263

 

   38,163,492

Other components of equity

 

4

       

Exchange differences on translation of foreign operations

     

   (5,692,326)

 

   (5,715,585)

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

     

   (8,819,556)

 

  -

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

     

  -

 

  8,347,962

Gains or losses on hedging instruments

     

   (2,058)

 

  -

Treasury stock

 

4, 6(17), 6(18)

 

   (5,647,430)

 

   (4,719,037)

Total equity attributable to the parent company

     

206,069,723

 

213,080,776

             

Non-controlling interests

 

6(17), 6(27)

 

466,768

 

956,808

Total equity

     

206,536,491

 

214,037,584

             

Total liabilities and equity

     

 $  364,604,906

 

 $  394,099,162

             

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

 

9


 
 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2018 and 2017

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

           

 

   

For the years ended December 31,

 

Notes

 

2018

 

2017

Operating revenues

4, 6(19), 7, 14

       

Sales revenues

   

 $   143,786,087

 

 $   144,454,670

Less: Sales returns and discounts

   

(1,080,084)

 

(1,497,126)

Net sales

   

142,706,003

 

142,957,544

Other operating revenues

   

8,546,568

 

6,327,162

Net operating revenues

   

151,252,571

 

149,284,706

Operating costs

4, 6(4), 6(14), 6(18), 6(20), 7, 14

       

Costs of goods sold

   

(123,794,988)

 

(118,252,107)

Other operating costs

   

(4,617,556)

 

(3,974,841)

Operating costs

   

(128,412,544)

 

(122,226,948)

Gross profit

   

22,840,027

 

27,057,758

Operating expenses

4, 6(3), 6(14), 6(18), 6(19), 6(20), 7, 14

       

Sales and marketing expenses

   

(3,901,912)

 

(4,233,830)

General and administrative expenses

   

(4,823,391)

 

(4,239,713)

Research and development expenses

   

(13,025,139)

 

(13,669,589)

Expected credit losses

   

(409,237)

 

Subtotal

   

(22,159,679)

 

(22,143,132)

Net other operating income and expenses

4, 6(15), 6(21), 14

 

5,116,884

 

1,653,695

Operating income

   

5,797,232

 

6,568,321

Non-operating income and expenses

         

Other income

4

 

1,391,376

 

875,587

Other gains and losses

4, 6(22), 6(27), 7

 

(1,128,290)

 

1,001,679

Finance costs

6(22)

 

(2,851,225)

 

(2,495,162)

Share of profit or loss of associates and joint ventures

4, 6(8), 14

 

(667,701)

 

276,962

Bargain purchase gain

   

 

5,130

Exchange gain, net

4,12

 

 

1,565,905

Exchange loss, net

4,12

 

(356,993)

 

Subtotal

   

(3,612,833)

 

1,230,101

Income from continuing operations before income tax

   

2,184,399

 

7,798,422

Income tax benefit (expense)

4, 5, 6(24), 14

 

458,653

 

(1,167,157)

Net income

   

2,643,052

 

6,631,265

Other comprehensive income (loss)

6(23)

       

Items that will not be reclassified subsequently to profit or loss

         

Remeasurements of defined benefit pension plans

4, 5, 6(14)

 

(55,060)

 

(184,186)

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

   comprehensive income

   

1,454,018

 

Gains or losses on hedging instruments which will not be reclassified
   subsequently to profit or loss

4

 

(2,572)

 

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

   

(475,139)

 

1,221

Income tax related to items that will not be reclassified subsequently

4, 5, 6(24)

 

112,384

 

31,311

Items that may be reclassified subsequently to profit or loss

         

Exchange differences on translation of foreign operations

   

(47,009)

 

(5,975,203)

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

   

 

581,439

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

   

(23,942)

 

1,350,183

Income tax related to items that may be reclassified subsequently

4, 5, 6(24)

 

(12,736)

 

160,880

Total other comprehensive income (loss), net of tax

   

949,944

 

(4,034,355)

Total comprehensive income

   

 $ 3,592,996

 

 $ 2,596,910

           

Net income attributable to:

         

Stockholders of the parent

   

 $ 7,072,990

 

 $ 9,628,734

Non-controlling interests

   

(4,429,938)

 

(2,997,469)

     

 $ 2,643,052

 

 $ 6,631,265

           

Comprehensive income attributable to:

         

Stockholders of the parent

   

 $ 8,126,828

 

 $ 5,705,980

Non-controlling interests

   

(4,533,832)

 

(3,109,070)

     

 $ 3,592,996

 

 $ 2,596,910

           

Earnings per share (NTD)

4, 6(25)

       

Earnings per share-basic

   

 $ 0.58

 

 $ 0.79

Earnings per share-diluted

   

 $ 0.55

 

 $ 0.74

           

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

10


 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 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

 

Gains or Losses on Hedging Instruments

 

Treasury Stock

 

Total

 

Non-
Controlling
Interests

 

Total Equity

Balance as of January 1, 2017

 

6(17)

 

 $   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

Appropriation and distribution of 2016 retained earnings

 

6(17)

                                               

Legal reserve

     

-

 

-

 

831,566

 

(831,566)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Cash dividends

     

-

 

-

 

-

 

(6,112,159)

 

-

 

-

 

-

 

-

 

-

 

(6,112,159)

 

-

 

(6,112,159)

Net income for the year ended December 31, 2017

 

6(17)

 

-

 

-

 

-

 

9,628,734

 

-

 

-

 

-

 

-

 

-

 

9,628,734

 

(2,997,469)

 

6,631,265

Other comprehensive income (loss), net of tax for the year ended December 31, 2017

 

6(17), 6(23)

 

-

 

-

 

-

 

(151,654)

 

(5,779,022)

 

-

 

2,007,922

 

-

 

-

 

(3,922,754)

 

(111,601)

 

(4,034,355)

Total comprehensive income (loss)

     

-

 

-

 

-

 

9,477,080

 

(5,779,022)

 

-

 

2,007,922

 

-

 

-

 

5,705,980

 

(3,109,070)

 

2,596,910

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

     

-

 

(12,732)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(12,732)

 

-

 

(12,732)

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

 

4, 6(17)

 

-

 

(134,050)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(134,050)

 

(1,174,564)

 

(1,308,614)

Changes in subsidiaries' ownership

 

4, 6(17)

 

-

 

-

 

-

 

(909,241)

 

-

 

-

 

-

 

-

 

-

 

(909,241)

 

175,413

 

(733,828)

Adjustments for dividends subsidiaries received from parent company

     

-

 

8,040

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

8,040

 

-

 

8,040

Others

 

6(17)

 

-

 

-

 

-

 

(2,044,957)

 

-

 

-

 

-

 

-

 

-

 

(2,044,957)

 

2,903,300

 

858,343

Balance as of December 31, 2017

 

6(17)

 

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

 

3, 6(17)

 

-

 

-

 

-

 

  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(17)

 

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

Appropriation and distribution of 2017 retained earnings

 

6(17)

                                               

Legal reserve

     

-

 

-

 

962,873

 

(962,873)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Cash dividends

     

-

 

-

 

-

 

(8,557,023)

 

-

 

-

 

-

 

-

 

-

 

(8,557,023)

 

-

 

(8,557,023)

Net income for the year ended December 31, 2018

 

6(17)

 

   -

 

-

 

-

 

7,072,990

 

-

 

-

 

-

 

-

 

-

 

7,072,990

 

(4,429,938)

 

2,643,052

Other comprehensive income (loss), net of tax for the year ended December 31, 2018

 

6(17), 6(23)

 

   -

 

-

 

-

 

(22,341)

 

20,207

 

1,058,030

 

-

 

(2,058)

 

-

 

1,053,838

 

(103,894)

 

949,944

Total comprehensive income (loss)

     

-

 

-

 

-

 

7,050,649

 

20,207

 

1,058,030

 

-

 

(2,058)

 

-

 

8,126,828

 

(4,533,832)

 

3,592,996

Share-based payment transaction

 

4, 6(18)

 

-

 

696,226

 

-

 

-

 

-

 

-

 

-

 

-

 

2,203,443

 

2,899,669

 

-

 

2,899,669

Treasury stock acquired

 

4, 6(17)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(6,261,018)

 

(6,261,018)

 

-

 

(6,261,018)

Treasury stock cancelled

 

4, 6(17)

 

(2,000,000)

 

(1,129,182)

 

-

 

-

 

-

 

-

 

-

 

-

 

3,129,182

 

-

 

-

 

-

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

     

-

 

11,131

 

-

 

10,573

 

-

 

(10,573)

 

-

 

-

 

-

 

11,131

 

-

 

11,131

Disposal of subsidiaries

 

6(27)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(7,074)

 

(7,074)

Changes in subsidiaries' ownership

 

4, 6(17)

 

-

 

39

 

-

 

(475,311)

 

-

 

-

 

-

 

-

 

-

 

(475,272)

 

(278,613)

 

(753,885)

Adjustments for dividends subsidiaries received from parent company

     

-

 

11,442

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

11,442

 

-

 

11,442

Others

 

6(17)

 

-

 

(48,643)

 

-

 

(2,475,950)

 

-

 

-

 

-

 

-

 

-

 

(2,524,593)

 

4,327,882

 

1,803,289

Balance as of December 31, 2018

 

6(17)

 

 $   124,243,187

 

 $  40,399,363

 

 $  10,865,280

 

 $  50,723,263

 

 $  (5,692,326)

 

 $  (8,819,556)

 

 $   -

 

 $   (2,058)

 

 $  (5,647,430)

 

 $   206,069,723

 

 $ 466,768

 

 $   206,536,491

                                                     

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

11


 
 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

         
   

For the years ended December 31,

   

2018

 

2017

Cash flows from operating activities:

       

Net income before tax

 

 $ 2,184,399

 

 $ 7,798,422

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

       

Depreciation

 

  49,948,589

 

  50,965,120

Amortization

 

2,100,130

 

2,133,726

Expected credit losses

 

409,237

 

   -

Bad debt reversal

 

   -

 

   (1,752)

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

 

1,167,735

 

  (598,270)

Interest expense

 

2,768,672

 

2,406,872

Interest income

 

  (789,001)

 

  (353,159)

Dividend income

 

  (602,375)

 

  (522,428)

Share-based payment

 

695,669

 

   -

Share of  loss (profit) of associates and joint ventures

 

667,701

 

  (276,962)

Gain on disposal of property, plant and equipment

 

  (136,743)

 

(82,397)

Gain on disposal of other assets

 

   -

 

   (6,601)

Loss (gain) on disposal of investments

 

   19,286

 

  (1,276,956)

Impairment loss on financial assets

 

   -

 

950,335

Impairment loss on non-financial assets

 

   46,225

 

   -

Exchange loss (gain) on financial assets and liabilities

 

1,217,590

 

  (2,432,098)

Bargain purchase gain

 

   -

 

   (5,130)

Amortization of deferred government grants

 

  (3,885,722)

 

  (1,469,616)

Income and expense adjustments

 

  53,626,993

 

  49,430,684

Changes in operating assets and liabilities:

       

Financial assets and liabilities at fair value through profit or loss

 

789,666

 

520,335

Contract assets

 

  (357,515)

 

   -

Notes receivable and accounts receivable

 

  (1,382,668)

 

1,587,562

Other receivables

 

618,317

 

  (261,834)

Inventories

 

(46,497)

 

  (1,565,132)

Prepayments

 

409,962

 

  (2,014,104)

Other current assets

 

333,557

 

  (2,383,660)

Contract fulfillment costs

 

  (448,933)

 

   -

Contract liabilities

 

  (3,020,517)

 

   -

Notes and accounts payable

 

257,044

 

  (185,907)

Other payables

 

  (426,302)

 

727,300

Other current liabilities

 

191,559

 

1,803,309

Net defined benefit liabilities

 

(26,405)

 

(14,562)

Other noncurrent liabilities-others

 

   -

 

  (209,250)

Cash generated from operations

 

  52,702,660

 

  55,233,163

Interest received

 

666,774

 

329,194

Dividend received

 

782,157

 

584,612

Interest paid

 

  (2,221,301)

 

  (1,905,718)

Income tax paid

 

  (995,314)

 

  (1,766,856)

Net cash provided by operating activities

 

  50,934,976

 

  52,474,395

         

(continued)

12


 
 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

         
   

For the years ended December 31,

   

2018

 

2017

Cash flows from investing activities:

       

Acquisition of financial assets at fair value through profit or loss

 

 $  (593,563)

 

 $  (138,022)

Proceeds from disposal of financial assets at fair value through profit or loss

 

  1,061

 

18,789

Acquisition of available-for-sale financial assets

 

   -

 

  (998,216)

Proceeds from disposal of available-for-sale financial assets

 

   -

 

2,159,636

Acquisition of financial assets measured at cost

 

   -

 

(14,419)

Proceeds from disposal of financial assets measured at cost

 

   -

 

  361

Acquisition of investments accounted for under the equity method

 

(840,000)

 

(204,280)

Increase in prepayment for investments

 

   -

 

(17,200)

Proceeds from capital reduction and liquidation of investments

 

61,800

 

2,101,791

Disposal of subsidiaries

 

(9,813)

 

   -

Derecognition of hedging financial assets and liabilities

 

(2,572)

 

   -

Acquisition of property, plant and equipment

 

   (19,590,075)

 

   (44,236,276)

Proceeds from disposal of property, plant and equipment

 

200,991

 

119,613

Increase in refundable deposits

 

  (1,674,984)

 

  (109,627)

Decrease in refundable deposits

 

691,807

 

424,706

Acquisition of intangible assets

 

  (838,675)

 

  (1,283,938)

Government grants related to assets acquisition

 

7,129,770

 

6,755,920

Increase in other noncurrent assets-others

 

(36,440)

 

(30,294)

Decrease in other noncurrent assets-others

 

  1,090

 

   35,864

Net cash used in investing activities

 

   (15,499,603)

 

   (35,415,592)

Cash flows from financing activities:

       

Increase in short-term loans

 

  22,021,005

 

  48,804,321

Decrease in short-term loans

 

   (34,309,253)

 

   (42,925,604)

Proceeds from bonds issued

 

   -

 

  13,700,000

Bonds issuance costs

 

   -

 

(15,785)

Redemption of bonds

 

  (7,500,000)

 

  (7,500,000)

Proceeds from long-term loans

 

758,500

 

  12,000,708

Repayments of long-term loans

 

  (2,638,697)

 

  (7,602,596)

Increase in guarantee deposits

 

213,432

 

194,555

Decrease in guarantee deposits

 

  (125,301)

 

(84,192)

Cash dividends

 

  (8,557,684)

 

  (6,103,195)

Treasury stock acquired

 

  (6,148,273)

 

   -

Treasury stock sold to employees

 

2,204,000

 

   -

Acquisition of subsidiaries

 

   -

 

  (1,308,614)

Change in non-controlling interests

 

597,385

 

  1,994

Net cash (used in) provided by financing activities

 

   (33,484,886)

 

9,161,592

Effect of exchange rate changes on cash and cash equivalents

 

   36,680

 

  (2,124,804)

Net increase in cash and cash equivalents

 

1,987,167

 

  24,095,591

Cash and cash equivalents at beginning of year

 

  81,674,572

 

  57,578,981

Cash and cash equivalents at end of year

 

 $  83,661,739

 

 $  81,674,572

         

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

13


 

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 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 March 6, 2019.

 

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 endorsed by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after January 1, 2018.  Apart from the 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”

 

IFRS 9 “Financial Instruments” (IFRS 9) replaced IAS 39 “Financial Instruments: Recognition and Measurement” (IAS 39) for annual periods beginning on or after January 1, 2018, which resulted in an impact on all three aspects of the accounting for financial instruments: classification and measurement; impairment; and hedge accounting.

 

14


 

 

(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. 

 

(3)  

The Company elected to adopt these standards using the modified retrospective method recognizing the cumulative effect of initially applying IFRS 9 and IFRS 15 at January 1, 2018, and not to restate the consolidated financial statements for the yearended December 31, 2017.  The Company’s consolidated financial statements for the yearended December 31, 2017 were prepared in accordance with IAS 39, IAS 18 and related interpretations issued, revised or amended.

 

The impact on assets, liabilities and equity at the date of initial application of IFRS 9 and IFRS 15 are as below:

 

IFRS 9

 

a. 

Financial assets measured at cost

 

The Company elected to designate certain of these financial assets as financial assets at fair value through other comprehensive income (FVOCI) and the others as financial assets 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.

 

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 at FVOCI and classified the remaining financial assets as financial assets at FVTPL.

 

c. 

Impairment of financial assets

 

Under IFRS 9, impairment assessment is not required for equity instruments.  Therefore, as the Company elected to classify certain equity investments as financial assets at FVOCI, the Company reclassified 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 the simplified approach.  The aforementioned impairment evaluation requirement differs from the current incurred loss model and had no material impact on the Company.

 

15


 

 

IFRS 15

 

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 were transferred to the customers.  Consideration received from customers prior to the Company having transferred risks and rewards were accounted for as advance receipts as a component of other current liabilities.  In accordance with the requirements of IFRS 15, the Company recognizes revenue as the Company satisfies its performance obligations to customers upon transfer of control of promised goods and services.  For certain contracts that the Company recognizes revenue as it satisfies its performance obligations over time, contract assets are recognized if the Company does not have unconditional rights to the consideration.  Consideration received from customers prior to the Company having satisfied its performance obligations are accounted for as contract liabilities and the associated costs incurred to fulfill the contracts are recognized on the consolidated balance sheet as contract fulfillment costs (classified under other current assets) or inventories.  In accordance with the requirement of IFRS 15, allowance for sales returns and discounts are presented as refund liabilities (classified under other current liabilities), which was presented as a contra-account to accounts receivable prior to adopting IFRS 15.

 

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

 

IFRS 9

 

IFRS 15

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

 

 

 

 

16


 

 

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 obligations were accounted for as advance receipts as a component of other current liabilities.  After adopting IFRS 15, the Company recognizes revenue as the Company satisfies its performance obligations to customers upon transfer control of promised goods and services.  For certain contracts that the Company recognizes revenue as it satisfies its performance obligations over time, contract assets are recognized if the Company does not have unconditional rights to the consideration.  Consideration received from customers prior to the Company having satisfied its performance obligations are accounted for as contract liabilities and the associated costs incurred to fulfill the contracts are recognized on the consolidated balance sheet as contract fulfillment costs (classified under other current assets) or inventories.  The aforementioned changes in revenue recognition resulted in an increase in current contract assets 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.

17


 

 

b.  After adopting IFRS 15, allowance for sales returns and discounts are presented as refund liabilities (classified under other current liabilities), which was presented as a contra-account to accounts receivable prior to adopting IFRS 15.  The aforementioned change in the presentation of the Company’s allowance for sales returns and discounts led 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.  In accordance with IFRS 9, the Company reclassified certain noncurrent available-for-sale financial assets and certain noncurrent financial assets measured at cost as noncurrent financial assets at FVTPL, amounting to NT$10,738 million and NT$1,955 million, respectively.  In addition, the Company remeasured the fair value of financial assets and resulted in a decrease of NT$244 million, an increase in deferred tax assets amounted to NT$37 million, an increase in deferred tax liabilities amounted to NT$23 million, a decrease in retained earnings amounted to NT$234 million and an increase in other component of equity amounted to NT$4 million.  At the date of initial application, the Company reclassified other component of equity to retained earnings, resulting in a decrease in other component of equity and an increase in retained earnings amounting to NT$3,754 million.  After adjustment, the carrying amounts of noncurrent financial assets at FVTPL resulted in an increase of NT$12,449 million as of January 1, 2018.

 

d. In accordance with IFRS 9, the Company elected to designate its investments in equity instruments previously classified as available-for-sale amounted to NT$9,898 million and noncurrent financial assets measured at cost amounted to NT$263 million reclassified as noncurrent financial assets at FVOCI, because these investments are not held for trading.  In addition, the Company remeasured the fair value of financial assets and resulted in a decrease of NT$30 million, an increase in deferred tax assets amounted to NT$5 million, and a decrease in other components of equity amounted to NT$25 million.  At the date of initial application, the Company reclassified retained earnings to other component of equity, resulting in an increase in retained earnings and a decrease in other component of equity amounting to NT$12,899 million.  After adjustment, the carrying amounts of noncurrent financial assets at FVOCI resulted in an increase of NT$10,131 million as of January 1, 2018.

 

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.

18


 

 

The following table shows the amount affected in the current period by the application of IFRS 15 as compared to IAS 18:

 

 

 

As of December 31, 2018

Items

 

Amounts in accordance with

IFRS 15

 

Effect

 

Amounts in accordance with accounting policies for prior periods

Contract assets, current

 

$92,210

 

$(92,210)

 

$-

Accounts receivable, net

 

23,735,989

 

(1,206,340)

 

22,529,649

Accounts receivable-related parties, net

 

138,912

 

(1,358)

 

137,554

Inventories, net

 

18,203,119

 

91,332

 

18,294,451

Other current assets

 

3,586,717

 

(163,344)

 

3,423,373

Deferred tax assets

 

6,387,909

 

(69)

 

6,387,840

Total effect on assets

 

 

 

$(1,371,989)

 

 

Contract liabilities, current

 

$932,371

 

$(932,371)

 

$-

Other current liabilities

 

5,416,842

 

(445,994)

 

4,970,848

Deferred tax liabilities

 

1,965,693

 

5,286

 

1,970,979

Total effect on liabilities

 

 

 

$(1,373,079)

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

$40,399,363

 

$188

 

$40,399,551

Retained earnings

 

61,588,543

 

(2,490)

 

61,586,053

Other components of equity

 

(14,513,940)

 

4,022

 

(14,509,918)

Non-controlling interests

 

466,768

 

(630)

 

466,138

Total effect on equity

 

 

 

$1,090

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2018

Items

 

Amounts in accordance with

IFRS 15

 

Effect

 

Amounts in accordance with accounting policies for prior periods

Operating revenue

 

$151,252,571

 

$99,791

 

$151,352,362

Operating costs

 

(128,412,544)

 

45,628

 

(128,366,916)

Operating expenses

 

(22,159,679)

 

(99,113)

 

(22,258,792)

Income tax benefit (expense)

 

458,653

 

(8,457)

 

450,196

Total effect on profit and loss

 

 

 

$37,849

 

 

             

 

19


 

B. Standards issued by International Accounting Standards Board (IASB) which are endorsed by FSC, but not yet adopted by the Company are listed below:

 

No.

 

The projects of Standards or Interpretations

 

Effective for annual periods beginning on or after

IFRS 16

 

Leases

 

January 1, 2019

IFRIC 23

 

Uncertainty Over Income Tax Treatments

 

January 1, 2019

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 and endorsed by FSC on the Company’s financial statements in future periods are summarized as below:

 

(4)   IFRS 16 “Leases” (“IFRS 16”)

The new standard requires lessees to account for all leases under one single accounting model (except for short-term or low-value asset lease exemptions), which is for lessees to recognize right-of-use assets and lease liabilities on the consolidated balance sheet and the depreciation expense and interest expense associated with those leases in the consolidated statements of comprehensive income.  Lessors’ classification remains unchanged as operating or finance leases, but additional disclosure information is required.

 

(5)   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.

 

(6)   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 “Investments in Associates and Joint Ventures” (IAS 28), and in applying IFRS 9, does not take account of any adjustments that arise from applying IAS 28.

 

20


 

(7)   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.

 

(8)   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.

 

(9)   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 abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after January 1, 2019.  Apart from item (4) explained below, the remaining standards and interpretations have no material impact on the Company’s financial position and performance.

 

(10) IFRS 16

The Company elects not to reassess whether a contract is, or contains, a lease at the date of initial application (January 1, 2019) in accordance with the transition provision in IFRS 16.  The Company is permitted to apply IFRS 16 to contracts that were previously identified as leases applying IAS 17 Leases” and IFRIC 4 Determining whether an Arrangement contains a Lease”.  The Company elects not to restate comparative information and applies the standard retrospectively only to contracts that are not completed at the date of initial application in accordance with the transition provision in IFRS 16.  Instead, the Company will recognize the cumulative effect of initially applying IFRS 16 on January 1, 2019.

 

a.    For leases that were classified as operating leases applying IAS 17, the Company expects to measure and recognize those leases as lease liability at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019.  On a lease-by-lease basis, the right-of-use asset is measured and recognized at an amount equal to the lease liability (adjusted by the amount of any prepaid lease payments).  The Company assesses the cumulative effect at the date of initial application is primarily consisted of a decrease in prepayments amounting to NT$15 million; an increase in right-of-use assets amounting to NT$8,578 million; a decrease in other noncurrent assets-others amounting to NT$2,621 million; a decrease in other payables amounting to NT$40 million; an increase in lease liabilities amounting to NT$6,006 million; a decrease in additional paid-in capital-other amounting to NT$10 million; and a decrease in other components of equity amounting to NT$14 million.

 

b.   The additional disclosures of lessee and lessor required by IFRS 16 will be disclosed in the relevant notes.

 

21


 

C. Standards issued by 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 17

 

Insurance Contracts

 

January 1, 2021

Amendments to IFRS 3

 

Definition of a Business

 

January 1, 2020

Amendments to IAS 1 and 8

 

Definition of Material

 

January 1, 2020

 

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:

 

(11) 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, 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.

 

22


 

(12) IFRS 3 “Business Combinations” - Definition of a Business (Amendment)

The amendments clarify the definition of a business in IFRS 3 Business Combinations.  The amendments are intended to assist entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition.

 

IFRS 3 continues to adopt a market participant’s perspective to determine whether an acquired set of activities and assets is a business.  The amendments clarify the minimum requirements for a business; add guidance to help entities assess whether an acquired process is substantive; and narrow the definitions of a business and of outputs; etc.

 

(13) IAS 1 “Presentation of Financial Statements” and IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” - Definition of Material (Amendment)

The main amendment is to clarify a new definition of material.  It states that “information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.”  The amendments clarify that materiality will depend on the nature or magnitude of information.  An entity will need to assess whether the information, either individually or in combination with other information, is material in the context of the financial statements.  A misstatement of information is material if it could reasonably be expected to influence decisions made by the primary users.

 

The Company is currently evaluating the potential impact of the aforementioned standards and interpretations listed (11) ~ (13) 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), IFRSs, IASs, IFRIC and SIC, which are endorsed by FSC (TIFRSs).

 

(2)   Basis of Preparation

 

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

 

23


 

(3)   General Description of Reporting Entity

 

a.  Principles of consolidation

 

Subsidiaries are fully consolidated from the date of acquisition (the date on which the Company obtains control), and continue to be consolidated until the date that such control ceases.  The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.  The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.  All intra-group balances, transactions, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.

 

A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.  Total comprehensive income of subsidiaries is attributed to the stockholders of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

 

If the Company loses control over a subsidiary, the Company derecognizes the assets and liabilities of the subsidiary, as well as any non-controlling interests previously recorded by the Company.  A gain or loss is recognized in profit or loss and is calculated as the difference between: (a) the aggregate of the fair value of consideration received and the fair value of any retained interest at the date when control is lost; and (b) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests.  Any gain or loss previously recognized in the other comprehensive income would be reclassified to profit or loss or transferred directly to retained earnings if required by other TIFRSs.  The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the cost on initial recognition of an investment.

 

b.  The consolidated entities are as follows:

 

As of December 31, 2018 and 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of ownership (%)

As of December 31,

Investor

 

Subsidiary

 

Business nature

 

2018

 

2017

UMC

 

UMC GROUP (USA)

 

IC Sales

 

100.00

 

100.00

UMC

 

UNITED MICROELECTRONICS (EUROPE) B.V.

 

Marketing support activities

 

100.00

 

100.00

UMC

 

UMC CAPITAL CORP.

 

Investment holding

 

100.00

 

100.00

UMC

 

GREEN EARTH LIMITED (GE)

 

Investment holding

 

100.00

 

100.00

UMC

 

TLC CAPITAL CO., LTD. (TLC)

 

Venture capital

 

100.00

 

100.00

UMC

 

UMC NEW BUSINESS INVESTMENT CORP. (NBI)

 

Investment holding

 

-

 

100.00

UMC

 

UMC INVESTMENT (SAMOA) LIMITED

 

Investment holding

 

100.00

 

100.00

UMC

 

FORTUNE VENTURE CAPITAL CORP. (FORTUNE)

 

Consulting and planning for venture capital

 

100.00

 

100.00

UMC

 

UMC GROUP JAPAN

 

IC Sales

 

100.00

 

100.00

UMC

 

UMC KOREA CO., LTD.

 

Marketing support activities

 

100.00

 

100.00

UMC

 

OMNI GLOBAL LIMITED (OMNI)

 

Investment holding

 

100.00

 

100.00

UMC

 

SINO PARAGON LIMITED

 

Investment holding

 

100.00

 

100.00

UMC

 

BEST ELITE INTERNATIONAL LIMITED (BE)

 

Investment holding

 

100.00

 

96.66

UMC, FORTUNE and TLC

 

NEXPOWER TECHNOLOGY CORP. (NEXPOWER)

 

Sales and manufacturing of solar power batteries

 

93.36

 

87.06

UMC and FORTUNE

 

WAVETEK MICROELECTRONICS CORPORATION (WAVETEK)

 

Sales and manufacturing of integrated circuits

 

78.47

 

78.47

UMC CAPITAL CORP.

 

UMC CAPITAL (USA)

 

Investment holding

 

100.00

 

100.00

TLC

 

SOARING CAPITAL CORP.

 

Investment holding

 

100.00

 

100.00

SOARING CAPITAL CORP.

 

UNITRUTH ADVISOR (SHANGHAI) CO., LTD.

 

Investment holding and advisory

 

100.00

 

100.00

GE

 

UNITED MICROCHIP CORPORATION

 

Investment holding

 

100.00

 

100.00

UMC INVESTMENT (SAMOA) LIMITED

 

UMC (BEIJING) LIMITED

 

Marketing support activities

 

-

 

100.00

FORTUNE

 

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

 

Energy technical services

 

100.00

 

-

 

 

 

 

 

 

 

 

 

NBI

 

TERA ENERGY

 

Energy technical services

 

-

 

100.00

NBI

 

UNISTARS CORP.

 

High brightness LED packages

 

-

 

83.69

TERA ENERGY

 

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

 

Investment holding

 

100.00

 

100.00

EVERRICH-HK

 

EVERRICH (SHANDONG) ENERGY CO., LTD.

 

Solar engineering integrated design services

 

100.00

 

100.00

OMNI

 

UNITED MICROTECHNOLOGY CORPORATION (NEW YORK)

 

Research and development

 

100.00

 

100.00

OMNI

 

UNITED MICROTECHNOLOGY CORPORATION (CALIFORNIA)

 

Research and development

 

100.00

 

100.00

OMNI

 

ECP VITA PTE. LTD.

 

Insurance

 

100.00

 

100.00

OMNI

 

UMC TECHNOLOGY JAPAN CO., LTD.

 

Semiconductor manufacturing technology development and consulting services

 

100.00

 

100.00

WAVETEK

 

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

 

Investment holding

 

100.00

 

100.00

WAVETEK- SAMOA

 

WAVETEK MICROELECTRONICS CORPORATION (USA)

 

Sales and marketing service

 

100.00

 

100.00

NEXPOWER

 

SOCIALNEX ITALIA 1 S.R.L.

 

Photovoltaic power plant

 

100.00

 

100.00

BE

 

INFOSHINE TECHNOLOGY LIMITED (INFOSHINE)

 

Investment holding

 

100.00

 

100.00

INFOSHINE

 

OAKWOOD ASSOCIATES LIMITED (OAKWOOD)

 

Investment holding

 

100.00

 

100.00

OAKWOOD

 

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

 

Sales and manufacturing of integrated circuits

 

98.14

 

100.00

HEJIAN

 

UNITEDDS SEMICONDUCTOR (SHANDONG) CO., LTD.

 

Integrated circuits design services

 

100.00

 

100.00

UNITED MICROCHIP CORPORATION and HEJIAN

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

Sales and manufacturing of integrated circuits

 

65.22

 

51.02

24


 

 

(4)   Business Combinations and Goodwill

 

Business combinations are accounted for using the acquisition method.  The consideration transferred, the identifiable assets acquired and liabilities assumed are measured at the acquisition date fair value.  For 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.

25


 

 

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.

 

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.

 

(5)   Foreign Currency Transactions

 

The Company’s consolidated financial statements are presented in New Taiwan Dollars (NTD), which is also the parent company’s functional currency.  Each entity in the Company determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

26


 

 

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.

 

(6)   Translation of Foreign Currency Financial Statements

 

The assets and liabilities of foreign operations are translated into NTD at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average exchange rate for the period.  The exchange differences arising on the translation are recognized in other comprehensive income.  On disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized.

27


 

 

On partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation.  On partial disposal of an associate or a joint venture that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.

 

Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising from the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.

 

(7)   Current and Non-Current Distinction

 

An asset is classified as current when:

a.  the Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle;

b.  the Company holds the asset primarily for the purpose of trading;

c.  the Company expects to realize the asset within twelve months after the reporting period; or

d.  the asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

 

All other assets are classified as non-current.

 

A liability is classified as current when:

a.  the Company expects to settle the liability in normal operating cycle;

b.  the Company holds the liability primarily for the purpose of trading;

c.  the liability is due to be settled within twelve months after the reporting period; or

d.  the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.  Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

 

All other liabilities are classified as non-current.

28


 

 

(8)   Cash Equivalents

 

Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and with maturity dates that do not present significant risks of changes in value resulting from changes in interest rates, including time deposits with original maturities of three months or less and repurchase agreements collateralized by government bonds and corporate bonds.

 

(9)   Financial Instruments

 

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, and financial assets measured at amortized cost.

 

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

 

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 may 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 there is a disposal of such equity instrument, accumulated amounts presented in other comprehensive income are not subsequently transferred to profit or loss but are transferred directly to the retained earnings.

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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 other comprehensive income to profit or loss as a reclassification adjustment.

 

iii.  Financial assets measured at amortized cost

 

The financial assets are measured at amortized cost (including cash and cash equivalent, notes, accounts and other receivables and other financial assets) 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.

 

Subsequent to initial recognition for financial assets measured at amortized cost, interest income, measured by the effective interest (EIR) method amortization process, and impairment losses are recognized during circulation period.  Gains and losses are recognized in profit or loss when the financial assets are derecognized.

 

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.

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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 (for debt instruments) or directly in retained earnings (for equity instruments).

 

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.  Any 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.  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. 

 

c.    Impairment policy

 

The Company measures, at each reporting date, an allowance for expected credit losses (ECLs) 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.  Where 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.  Where 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.

 

For notes, accounts receivable and contract assets, the Company applies a simplified approach in calculating ECLs.  Therefore, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date.  ECLs are measured based on the Company’s historical credit loss experience and customers’ current financial condition, adjusted for forward-looking factors, such as customers’ economic environment.

 

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.

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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.  Excluding changes in own credit risk, 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.

 

The summary of significant accounting policies applying in 2017 is as follows:

 

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.

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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 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.

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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 losses.  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.

 

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.  Any 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.  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. 

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c.  Impairment policy

 

The carrying amount of a financial asset is reduced as a result of impairment, except for accounts receivable for which the carrying amount is reduced through use of an 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.

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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 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. 

 

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.

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(10) Cash flow hedges

 

The Company manages exposures arising from foreign currency exchange risk. With the adoption of IFRS 9 on January 1, 2018, the Company designates a hedging relationship between the hedging instrument and the hedged item with the existence of an economic relationship and determines the hedge ratio to meet the hedge effectiveness. The Company designates certain hedging instruments to partially hedge the foreign currency exchange rate risks associated with certain highly probable forecast transactions. The separate component of equity associated with the hedged item is adjusted to the lower of the following (in absolute amounts):

(i)       the cumulative gain or loss on the hedging instrument from inception of the hedge; and

(ii)     the cumulative change in fair value (present value) of the expected future cash flows on the hedged item from inception of the hedge.

 

The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognized in other comprehensive income, whereas the ineffective portion of the change in the fair value of the hedging instrument is recognized directly in profit or loss. If a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset or a non-financial liability, the associated gains or losses that were recognized in other comprehensive income are included in the initial cost of the asset or liability.

 

The Company prospectively discontinues hedge accounting only when the hedging relationship ceases to meet the qualifying criteria; for instance when the hedging instrument expires or is sold, terminated or exercised.

 

(11) Inventories

 

Inventories are accounted for on a perpetual basis.  Raw materials are stated at actual purchase costs, while the work in process and finished goods are stated at standard costs and subsequently adjusted to weighted-average costs at the end of each month.  The cost of work in progress and finished goods comprises raw materials, direct labor, other direct costs and related production overheads.  Allocation of fixed production overheads to the costs of conversion is based on the normal capacity of the production facilities.  Cost associated with underutilized capacity is expensed as incurred.  Inventories are valued at the lower of cost and net realizable value item by item.  Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

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(12) Investments Accounted For Under the Equity Method

 

The Company’s investments in associates and joint ventures are accounted for using the equity method other than those that meet the criteria to be classified as non-current assets  held for sale. 

 

An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor a joint venture.  Significant influence is the power to participate in the financial and operating policy decisions of an entity, but is not control or joint control over those policies. 

 

A joint venture is a type of joint arrangement whereby the Company that has joint control of the arrangement has rights to the net assets of the joint venture.  Joint control is the contractually agreed sharing of control of an arrangement where no single party controls the arrangement on its own, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

 

Any difference between the acquisition cost and the Company’s share of the net fair value of the identifiable assets and liabilities of associates and joint ventures is accounted for as follows:

 

a.  Any excess of the acquisition cost over the Company’s share of the net fair value of the identifiable assets and liabilities of an associate or a joint venture at the date of acquisition is recognized as goodwill and is included in the carrying amount of the investment.  Amortization of goodwill is not permitted.

 

b.  Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities of an associate or a joint venture over the acquisition cost, after reassessing  the fair value, is recognized as a gain in profit or loss on the acquisition date.

 

Under the equity method, the investments in associates and joint ventures are carried on the balance sheet at cost plus post acquisition changes in the Company’s share of profit or loss and other comprehensive income of associates and joint ventures.  The Company’s share of changes in associates’ and joint ventures’ profit or loss and other comprehensive income are recognized directly in profit or loss and other comprehensive income, respectively.  Distributions received from an associate or a joint venture reduce the carrying amount of the investment.  Any unrealized gains and losses resulting from transactions between the Company and the associate or the joint venture are eliminated to the extent of the Company’s interest in the associate or the joint venture.

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Financial statements of associates and joint ventures are prepared for the same reporting period as the Company.  Where necessary, adjustments are made to bring the accounting policies in line with those of the Company.

 

Upon an associate’s issuance of new shares, if the Company takes up more shares than its original proportionate holding while maintaining its significant influence over that associate, such increase would be accounted for as an acquisition of an additional equity interest in the associate.  Upon an associate’s issuance of new shares, if the Company does not take up proportionate shares and reduces its stockholding percentage while maintaining its significant influence over that associate, a proportionate share of the gain or loss previously recognized in other comprehensive income is reclassified to profit and loss.  Any remaining difference will be charged to additional paid-in capital.  When a change in equity of an associate does not result from its profit or loss or other comprehensive income, and such changes do not affect the Company’s ownership percentage, the Company recognizes its proportionate share of all related changes in equity.  Accordingly, upon disposal of the associate, the Company reclassifies the aforementioned additional paid-in capital to profit or loss on a pro rata basis.

 

The Company ceases to use the equity method upon loss of significant influence over an associate.  Any difference between the carrying amount of the investment in an associate upon loss of significant influence and the fair value of the retained investment plus proceeds from disposal will be recognized in profit or loss.  If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Company continues to apply the equity method and does not remeasure the retained interest.

 

The Company determines at each reporting date whether there is any objective evidence that the investments in associates and joint ventures are impaired.  An impairment loss, being the difference between the recoverable amount of the associate or joint venture and its carrying amount, is recognized in profit or loss in the statement of comprehensive income and forms part of the carrying amount of the investments.

 

(13) Property, Plant and Equipment

 

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any, and any borrowing costs incurred for long-term construction projects are capitalized if the recognition criteria are met.  Significant renewals, improvements and major inspections meeting the recognition criteria are treated as capital expenditures, and the carrying amounts of those replaced parts are derecognized.  Maintenance and repairs are recognized in expenses as incurred.  Any gain or loss arising from derecognition of the assets is recognized in other operating income and expenses.

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Depreciation is calculated on a straight-line basis over the estimated useful lives.  A significant part of an item of property, plant and equipment which has a different useful life from the remainder of the item is depreciated separately.

 

The depreciation methods, useful lives and residual values for the assets are reviewed at each fiscal year end, and the changes from the previous estimation are recorded as changes in accounting estimates.

 

Except for land, which is not depreciated, the estimated useful lives of the assets are as follows:

 

Buildings

 

20~56 years

Machinery and equipment

 

5~11 years

Transportation equipment

 

5~7 years

Furniture and fixtures

 

1~9 years

Leasehold improvement

 

The shorter of lease terms or useful lives

 

(14) Intangible Assets

 

Intangible assets acquired separately are measured on initial recognition at cost.  The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition.  Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any.  Internally generated intangible assets which fail to meet the recognition criteria are not capitalized and the expenditures are reflected in profit or loss in the period incurred.

 

The useful lives of intangible assets are assessed as either finite or indefinite.

 

Intangible assets with finite useful lives are amortized over the useful lives and assessed for impairment whenever there is an indication that the intangible assets may be impaired.  The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each fiscal year.  Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and is treated as changes in accounting estimates.

 

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the CGU level.  The assessment of indefinite useful life is reviewed annually to determine whether the indefinite useful life continues to be supportable.  If not, the change in useful life from indefinite to finite is made on a prospective basis.

 

Gains or losses arising from derecognition of an intangible asset are recognized in other operating income and expenses.

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Accounting policies of the Company’s intangible assets are summarized as follows:

 

a.  Goodwill arising from business combinations is not amortized, and is tested for impairment annually or more frequently if events or changes in circumstances suggest that the carrying amount may not be recoverable.  If an event occurs or circumstances change which indicates that the goodwill is impaired, an impairment loss is recognized.  Goodwill impairment losses cannot be reversed once recognized.

 

b.  Software is amortized over the contract term or estimated useful life (3~6 years) on a straight-line basis.

 

c.  Patent and technology license fee: Upon signing of contract and obtaining the right to intellectual property, any portion attributable to non-cancellable and mutually agreed future fixed license fees for patent and technology is discounted, and recognized as an intangible asset and related liability.  The cost of the intangible asset is not revalued once determined on initial recognition, and is amortized over the useful life (5~10 years) on a straight-line basis.  Interest expenses from the related liability are recognized and calculated based on the EIR method.  Based on the timing of payments, the liability is classified as current and non-current.

 

d.  Others are mainly the intellectual property license fees, amortized over the shorter of the contract term or estimated useful life (3 years) of the related technology on a straight-line basis.

 

(15) Impairment of Non-Financial Assets

 

The Company assesses at each reporting date whether there is an indication that an asset in the scope of IAS 36 may be impaired.  If any indication exists, the Company completes impairment testing for the CGU to which the individual assets belong.  Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.  The recoverable amount of an individual asset or a CGU is the higher of its fair value less costs of disposal and its value in use.  If circumstances indicate that previously recognized impairment losses may no longer exist or may have decreased at each reporting date, the Company re-assesses the asset’s or CGU’s recoverable amount.  A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount since the last impairment loss was recognized.  The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized for the asset in prior years.

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A CGU, or group of CGUs, to which goodwill has been allocated is tested for impairment annually at the same time every year, irrespective of whether there is any indication of impairment.  Where the carrying amount of a CGU (including the carrying amount of goodwill) exceeds its recoverable amount, the CGU is considered impaired.  If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill allocated to the CGU (group of units), then to the other assets of the unit (group of units) pro rata on the basis of the carrying amount of each asset in the unit (group of units).  Impairment losses relating to goodwill cannot be reversed in future periods.

 

The recognition or reversal of impairment losses is classified as other operating income and expenses.

 

(16) 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.

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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.

 

(17) Post-Employment Benefits

 

Under defined contribution pension plans, the contribution payable to the plan in exchange for the service rendered by an employee during a period shall be recognized as an expense.  The contribution payable, after deducting any amount already paid, is recognized as a liability.

 

Under defined benefit pension plans, the net defined benefit liability (asset) shall be recognized as the amount of the present value of the defined benefit obligation, deducting the fair value of any plan assets and adjusting for any effect of the asset ceiling.  Service cost and net interest on the net defined benefit liability (asset) are recognized as expenses in the period of service.  Remeasurement of the net defined benefit liability (asset), which comprises actuarial gains and losses, the return on plan assets and any change in the effect of the asset ceiling, excluding any amounts included in net interest, is recognized in other comprehensive income in the period in which they occur.  Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and shall not be reclassified to profit or loss in a subsequent period.

 

(18) Government Grants

 

In accordance with IAS 20 “Accounting for Government Grants and Disclosure of Government Assistance”, the Company recognizes the government grants when there is reasonable assurance that such grants will be received and the conditions attaching to them will be complied with.

 

An asset related government grant is recorded as deferred income and recognized in profit or loss on a straight-line basis over the useful lives of the assets.  An expense related government grant is recognized in profit or loss on a systematic basis over the periods in which the Company recognizes as expenses the related costs for which the grant is intended to compensate.  A government grant that compensates for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs is recognized in profit or loss when it becomes receivable.

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(19) Treasury Stock

 

UMC’s own equity instruments repurchased (treasury shares) are recognized at repurchase cost and deducted from equity.  Any difference between the carrying amount and the consideration is recognized in equity.

 

(20) Share-Based Payment Transactions

 

The cost of equity-settled transactions between the Company and its employees is measured at the fair value using an appropriate pricing model by reference to the market price of the equity instruments on the grant date.

 

The cost of equity-settled transactions is recognized, together with a corresponding increase in equity, over the periods in which the performance and/or service conditions are being fulfilled.  The cumulative expense recognized for equity-settled transactions at each reporting date reflects the extent to which the vesting period has passed and the Company’s best estimate of the quantity of equity instruments that will ultimately vest.  The charge to profit or loss for a period represents the movement in cumulative expense recognized between the beginning and the end of that period.

 

No expense will be recognized for awards that do not ultimately vest, except for equity-settled transactions for which vesting is conditional upon a market or non-vesting condition.  These are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

 

Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met.  An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification.

 

Where an equity-settled award is cancelled, it is treated as if it fully vests on the date of cancellation, and any expense not yet recognized for the award is recognized immediately.  This includes any award where non-vesting conditions within the control of either the entity or the employee are not met.  However, if a new award substitutes for the cancelled award and is designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award.

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(21) 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 its performance obligations

 

Revenues on the Companys contracts with customers for the sales of wafers and joint technology development are recognized as the Company satisfies its performance obligations to customers upon transfer of control of promised goods and services.  The Company recognizes revenue at transaction price that are determined using contractual prices reduced by sales returns and allowances which the Company estimates based on historical experience having determined that a significant reversal in the amount of cumulative revenue recognized are not probable to occur.  The Company recognizes refund liabilities for estimated sales return and allowances based on the customer complaints, historical experience, and other known factors.

 

The Company recognizes accounts receivable when the Company transfers control of the goods or services to customers and has a right to an amount of consideration that is unconditional.  Such accounts receivable are short term and do not contain a significant financing component.  For certain contracts that do not provide the Company unconditional rights to the consideration, and the transfer of controls of the goods or services has been satisfied, the Company recognizes contract assets and revenues.

 

Consideration received from customers prior to the Company having satisfied its performance obligations are accounted for as contract liabilities which are transferred to revenue after the performance obligations are satisfied.  The Company recognizes costs to fulfill a contract when the costs relate directly to the contract, generate or enhance resources to be used to satisfy performance obligations in the future, and are expected to be recovered.  The costs and revenues are recognized when the Company satisfies its performance obligations to customers upon transfer of control of promised goods and services.

 

Interest income

 

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

45


 

 

Dividends

 

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

 

The summary of significant accounting policies applying in 2017 is as follows:

 

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.

46


 

 

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.

 

(22) Income Tax

 

Income tax expense (benefit) is the aggregate amount of current income tax and deferred income tax included in the determination of profit or loss for the period.

 

Current income tax

 

Current income tax assets and liabilities for the current period and prior periods are measured using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.  Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity rather than profit or loss.

 

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:

 

a.    When the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;

 

b.    In respect of taxable temporary differences associated with investments in subsidiaries,  associates and joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

47


 

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:

 

a.   

Where the deferred tax asset relating to the deductible temporary difference arises from  the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
 

b.   

In respect of deductible temporary differences associated with investments in subsidiaries, associates and joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.  The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.  Deferred tax relating to items 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:

a.   

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;
 

b.   

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

48


 

 

(23) Earnings per Share

 

Earnings per share is computed according to IAS 33, “Earnings per Share”.  Basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the current reporting period.  Diluted earnings per share is computed by taking basic earnings per share into consideration plus additional ordinary shares that would have been outstanding if the dilutive share equivalents had been issued.  Net income is also adjusted for interest and other income or expenses derived from any underlying dilutive share equivalents.  The weighted-average of outstanding shares is adjusted retroactively for stock dividends and employee stock compensation issues.

 

5.    SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

 

The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities, the accompanying disclosures and the disclosure of contingent liabilities.  However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that would have a significant risk for a material adjustment to the carrying amounts of assets or liabilities within the next fiscal year are discussed below.

 

The Company bases its assumptions and estimates on information available when the consolidated financial statements were prepared.  Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company.  Such changes are reflected in the assumptions when they occur.

 

(1)   The Fair Value of Level 3 Financial Instruments

 

Where the fair values of the level 3 financial assets and financial liabilities recorded on the balance sheet cannot be derived from active markets, they are determined by the application of an appropriate valuation method including the income approach and market approach.  The valuation of these financial assets involves significant judgment in the preparation of cash flow forecasts, a selection of comparable companies or equity transaction prices, as well as the application of assumptions such as discount rates, discounts for lack of marketability, and valuation multiples, etc.  Changes in assumptions about these factors could affect the reported fair value of the financial assets.  Please refer to Note 12 for more details.

49


 

 

(2)   Inventories

 

Inventories are valued at the lower of cost and net realizable value item by item.  Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.  Please refer to Note 6(4).  Costs of completion include direct labor and overhead, including depreciation and maintenance of production equipment, indirect labor costs, indirect material costs, supplies, utilities and royalties that is expected to be incurred at normal production level.  The Company estimates normal production level taking into account loss of capacity resulting from planned maintenance, based on historical experience and current production capacity.

 

(3)   Post-Employment Benefits

 

Defined benefit costs and the present value of the defined benefit obligation for a pension plan are determined using the projected unit credit method.  An actuarial valuation involves making various assumptions, which include the determination of the discount rate, future salary increase rate, mortality rate, etc., and may differ from actual developments in the future.  In determining the appropriate discount rate, management considers the interest rates of the government bonds extrapolated from maturity corresponding to the expected duration of the defined benefit obligation.  As for the rate of future salary increase, management takes account of past experiences, comparisons within the industry and the geographical region, inflation and the discount rate.  Due to the complexity of the actuarial valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions.  The assumptions used are disclosed in Note 6(14).

 

(4)   Impairment of Property, Plant and Equipment

 

At each reporting date or whenever events indicate that the asset’s value has declined or significant changes in the market with an adverse effect have taken place, the Company assesses whether there is an indication that an asset in the scope of IAS 36 may be impaired.  If any indication exists, the Company completes impairment testing for the CGU to which the individual assets belong.  Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.  The recoverable amount of an individual asset or CGU is the higher of fair value less costs of disposal and its value in use.  The fair value less costs of disposal is based on best information available to reflect the amount that an entity could obtain from the disposal of the asset in an orderly transaction between market participants, after deducting the costs of disposal.  The value in use is measured at the net present value of the future cash flows the entity expects to derive from the asset or CGU.  Cash flow projection involves subjective judgments and estimates which include the estimated useful lives of property, plant and equipment, capacity that generates future cash flows, capacity of physical output, potential fluctuations of economic cycle in the industry and the Company’s operating situation.

50


 

 

(5)   Income Tax

 

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income.  The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates.  The amount of such provisions is based on various factors, such as experience of previous tax audits and different interpretations of tax regulations made by the taxable entity and the responsible tax authority.  Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Company.

 

Deferred tax assets are recognized for all carryforward of unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized.  The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences.  Please refer to Note 6(24) for more details on unrecognized deferred tax assets.

 

6.    CONTENTS OF SIGNIFICANT ACCOUNTS

 

(1)   Cash and Cash Equivalents

 

 

 

As of December 31,

 

 

2018

 

2017

Cash on hand

 

$6,091

 

$4,360

Checking and savings accounts

 

25,021,265

 

21,699,357

Time deposits

 

49,139,549

 

50,711,803

Repurchase agreements collateralized by government and corporate bonds

 

9,494,834

 

9,259,052

Total

 

$83,661,739

 

$81,674,572

 

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

 

 

 

 

 

As of December 31,

 

 

2018

 

2017 (Note)

Financial assets mandatorily measured at fair value through profit or loss

 

 

 

 

Common stocks

 

$6,814,915

 

 

Preferred stocks

 

2,998,228

 

 

Funds

 

2,030,688

 

 

Convertible Bonds

 

236,905

 

 

Forward contracts

 

3,561

 

 

Total

 

$12,084,297

 

 

Designated financial assets at fair value through profit or loss

 

 

 

 

Convertible bonds

 

 

 

$213,180

 

 

 

 

 

Financial assets held for trading

 

 

 

 

Common stocks

 

 

 

434,630

Preferred stocks

 

 

 

228,508

Option

 

 

 

31,605

Subtotal

 

 

 

694,743

Total

 

 

 

$907,923

 

 

 

 

 

Current

 

$528,450

 

$716,918

Noncurrent

 

11,555,847

 

191,005

Total

 

$12,084,297

 

$907,923

51


 

 

On June 29, 2018, the Board of Directors of UMC resolved to exercise the call option of a joint venture agreement between FUJITSU SEMICONDUCTOR LIMITED (FSL) and UMC.  The transaction was approved by the Taiwan authorities on September 26, 2018.  Upon obtaining other relevant authority’s approval of the investment application, the Company anticipates to invest NT$15.3 billion for acquiring remaining shares of MIE FUJITSU SEMICONDUCTOR LIMITED (MIFS), representing ownership interest of 84.1% and making MIFS a wholly-owned subsidiary of the Company.  The change of the fair value for the call option is recorded in profit or loss. 

 

Note:   The Company adopted IFRS 9 on January 1, 2018.  The Company elected not to restate prior periods in accordance with the transition provision in IFRS 9.  Please refer to Note 6(6) and Note 6(7) for available-for-sale financial assets, non-current and financial assets measured at cost, non-current, respectively as of December 31, 2017.

 

(3)   Accounts Receivable, Net

 

 

 

As of December 31,

 

 

2018

 

2017

Accounts receivable

 

$23,784,141

 

$21,910,146

Less: allowance for sales returns and discounts

 

-

 

(994,151)

Less: loss allowance

 

(48,152)

 

(39,578)

Net

 

$23,735,989

 

$20,876,417

52


 

 

Aging analysis of accounts receivable, net:

 

 

 

As of December 31,

 

 

2018

 

2017

Neither past due nor impaired

 

$18,271,304

 

$15,496,207

Past due but not impaired:

 

 

 

 

≤ 30 days

 

3,407,690

 

4,268,772

31 to 60 days

 

739,054

 

444,401

61 to 90 days

 

545,366

 

138,178

91 to 120 days

 

365,007

 

124,332

≥ 121 days

 

407,568

 

404,527

Subtotal

 

5,464,685

 

5,380,210

Total

 

$23,735,989

 

$20,876,417

 

Movement on individually evaluated loss allowance:

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Beginning balance

 

$39,578

 

$86,595

Net charge for the period

 

8,574

 

(47,017)

Ending balance

 

$48,152

 

$39,578

 

The collection periods for third party domestic sales and third party overseas sales were month-end 30~60 days and net 30~120 days, respectively.

 

After adopting IFRS 9, an impairment analysis is performed at each reporting date to measure ECLs of accounts receivable.  For receivable past due within 60 days, including not past due, the Company estimates a provision rate to calculate ECLs.  A provision rate is determined based on the Company’s historical credit loss experience and customers’ current financial condition, adjusted for forward-looking factors, such as customers’ economic environment.  For the receivable past due over 60 days, the Company applies the aforementioned provision rate and also individually assesses whether to recognize additional expected credit losses by considering customer’s operating situation and debt-paying ability.

 

The impairment losses assessed individually as of December 31, 2017 primarily resulted from the financial difficulties of the counterparties, and the amounts recognized were the difference between the carrying amount of the accounts receivable and the present value of expected collectable amounts.  The Company has no collateral with respect to those accounts receivable.

53


 

 

(4)   Inventories, Net

 

 

 

As of December 31,

 

 

2018

 

2017

Raw materials

 

$3,766,056

 

$2,354,410

Supplies and spare parts

 

3,133,737

 

3,007,669

Work in process

 

10,034,488

 

11,492,450

Finished goods

 

1,268,838

 

1,402,971

Total

 

$18,203,119

 

$18,257,500

 

a.    For the years ended December 31, 2018 and 2017, the Company recognized NT$123,795 million and NT$118,252 million, respectively, in operating cost, of which NT$1,698 million and NT$2,256 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 December 31,

 

 

2018

 

2017 (Note)

Equity instruments

 

 

 

 

Common stocks

 

$11,401,451

 

 

Preferred stocks

 

184,026

 

 

Total

 

$11,585,477

 

 

 

These investments in equity instruments are held for medium to long-term purposes and therefore are accounted for as fair value through other comprehensive income.  Dividends from equity instruments designated as fair value through other comprehensive income were NT$268 million for the year ended December 31, 2018.  All the amounts are related to investments held at the end of the reporting period.

 

Note:   The Company adopted IFRS 9 on January 1, 2018.  The Company elected not to restate prior periods in accordance with the transition provision in IFRS 9.  Please refer to Note 6(6) and Note 6(7) for available-for-sale financial assets, non-current and financial assets measured at cost, non-current , respectively as of December 31, 2017.

 

(6)   Available-For-Sale Financial Assets, Non-Current

 

 

 

As of December 31, 2017

Common stocks

 

$17,653,513

Preferred stocks

 

1,865,410

Funds

 

1,117,409

Total

 

$20,636,332

 

54


 

 

(7)   Financial Assets Measured at Cost, Non-Current

 

 

 

As of December 31, 2017

Common stocks

 

$473,134

Preferred stocks

 

1,657,388

Funds

 

87,950

Total

 

$2,218,472

 

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

 

(8)   Investments Accounted For Under the Equity Method

 

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

 

 

 

 

 

As of December 31,

 

 

2018

 

2017

Investee companies

 

Amount

 

Percentage of ownership or voting rights

 

Amount

 

Percentage of ownership or voting rights

Listed companies

 

 

 

 

 

 

 

 

CLIENTRON CORP.

 

$249,762

 

22.39

 

$265,327

 

22.39

FARADAY TECHNOLOGY CORP. (FARADAY) (Note A)

 

1,477,167

 

13.78

 

1,669,693

 

13.78

 

 

 

 

 

 

 

 

 

Unlisted companies

 

 

 

 

 

 

 

 

WINAICO SOLAR PROJEKT 1 GMBH (Note B)

 

-

 

50.00

 

-

 

50.00

MTIC HOLDINGS PTE. LTD.

 

3,026

 

45.44

 

50,743

 

45.44

YUNG LI INVESTMENTS, INC.

 

2,213

 

45.16

 

42,173

 

45.16

WINAICO IMMOBILIEN GMBH (Note B)

 

-

 

44.78

 

-

 

44.78

UNITECH CAPITAL INC.

 

568,005

 

42.00

 

732,267

 

42.00

TRIKNIGHT CAPITAL CORPORATION

 

1,520,575

 

40.00

 

894,809

 

40.00

HSUN CHIEH INVESTMENT CO., LTD.

 

3,419,430

 

36.49

 

3,930,434

 

36.49

YANN YUAN INVESTMENT CO., LTD.

 

2,642,543

 

30.87

 

2,810,625

 

30.87

HSUN CHIEH CAPITAL CORP.

 

161,319

 

30.00

 

176,911

 

30.00

VSENSE CO., LTD.

 

31,544

 

26.89

 

78,294

 

28.63

UNITED LED CORPORATION HONG KONG LIMITED

 

167,953

 

25.14

 

216,707

 

25.14

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

 

120,440

 

10.38

 

108,925

 

10.38

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

 

-

 

-

 

-

 

50.00

CTC CAPITAL PARTNERS I, L.P.

 

-

 

-

 

32

 

31.40

Total

 

$10,363,977

 

 

 

$10,976,940

 

 

55


 

 

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$1,727 million and NT$1,935 million, as of December 31, 2018 and 2017, respectively.  The fair value of these investments were NT$1,621 million and NT$2,142 million, as of December 31, 2018 and 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$(751) million and NT$308 million for the years ended December 31, 2018 and 2017, respectively.  Share of other comprehensive income (loss) of these associates and joint ventures amounted to NT$(225) million and NT$1,307 million for the years ended December 31, 2018 and 2017, respectively.  The balances of investments accounted for under the equity method were NT$8,714 million and NT$8,998 million as of December 31, 2018 and 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 years ended December 31, 2018 and 2017 were NT$18 million and NT$46 million, respectively, which were not included in the following table.

56


 

 

(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 years ended

December 31,

 

 

2018

 

2017

Income (loss) from continuing operations

 

$(667,701)

 

$196,714

Income (loss) from discontinued operations after income tax

 

-

 

80,248

Other comprehensive income (loss)

 

(476,326)

 

1,270,066

Total comprehensive income (loss)

 

$(1,144,027)

 

$1,547,028

 

(ii)     The aggregate amount of the Company’s share of its joint ventures that are accounted for using the equity method were both nil for the years ended December 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 December 31, 2018 and 2017.  Another associate, YANN YUAN INVESTMENT CO., LTD., held 172 million shares of UMC’s stock as of December 31, 2018 and 2017.

 

(9)   Property, Plant and Equipment

 

 

 

As of December 31,

 

 

2018

 

2017

Land

 

$1,314,402

 

$1,314,402

Buildings

 

19,841,058

 

21,112,807

Machinery and equipment

 

139,213,317

 

160,497,062

Transportation equipment

 

20,921

 

18,751

Furniture and fixtures

 

1,908,214

 

2,038,816

Leasehold improvement

 

3,869

 

4,353

Construction in progress and equipment awaiting inspection

 

10,544,814

 

20,755,490

Net

 

$172,846,595

 

$205,741,681

57


 

 

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

 

-

 

-

 

-

 

-

 

-

 

-

 

17,579,689

 

17,579,689

Disposals

 

-

 

(64,878)

 

(2,330,437)

 

(18,363)

 

(40,199)

 

-

 

-

 

(2,453,877)

Disposal of subsidiaries

 

-

 

-

 

(224,895)

 

-

 

(6,515)

 

(2,226)

 

-

 

(233,636)

Transfers and reclassifications

 

-

 

375,854

 

27,447,023

 

8,884

 

433,665

 

2,049

 

(27,693,591)

 

573,884

Exchange effect

 

-

 

(78,334)

 

2,527,895

 

52

 

(5,848)

 

1,069

 

(96,774)

 

2,348,060

As of December 31, 2018

 

$1,314,402

 

$38,306,302

 

$853,688,505

 

$66,355

 

$8,056,901

 

$53,449

 

$10,550,763

 

$912,036,677

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

Buildings

 

Machinery

and equipment

 

Transportation equipment

 

Furniture

and fixtures

 

Leasehold improvement

 

Construction in progress and equipment awaiting inspection

 

Total

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

 

-

 

-

 

-

 

-

 

-

 

-

 

31,140,639

 

31,140,639

Disposals

 

-

 

-

 

(3,200,814)

 

(5,774)

 

(40,115)

 

(14,785)

 

-

 

(3,261,488)

Transfers and reclassifications

 

-

 

1,479,439

 

55,836,583

 

4,268

 

924,252

 

1,534

 

(54,921,519)

 

3,324,557

Exchange effect

 

-

 

(448,102)

 

(11,809,825)

 

(1,026)

 

(35,296)

 

(3,437)

 

(506,312)

 

(12,803,998)

As of December 31, 2017

 

$1,314,402

 

$38,073,660

 

$826,268,919

 

$75,782

 

$7,675,798

 

$52,557

 

$20,761,439

 

$894,222,557

                                 

 

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

 

-

 

1,535,409

 

47,871,174

 

6,080

 

533,628

 

2,298

 

-

 

49,948,589

Disposals

 

-

 

(57,812)

 

(2,286,359)

 

(17,963)

 

(25,467)

 

-

 

-

 

(2,387,601)

Disposal of subsidiaries

 

-

 

-

 

(180,843)

 

-

 

(5,264)

 

(2,014)

 

-

 

(188,121)

Transfers and reclassifications

 

-

 

297

 

(3,164)

 

-

 

2,867

 

-

 

-

 

-

Exchange effect

 

-

 

26,497

 

3,302,523

 

286

 

5,941

 

1,092

 

-

 

3,336,339

As of December 31, 2018

 

$-

 

$18,465,244

 

$714,475,188

 

$45,434

 

$6,148,687

 

$49,580

 

$5,949

 

$739,190,082

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

Buildings

 

Machinery

and equipment

 

Transportation equipment

 

Furniture

and fixtures

 

Leasehold improvement

 

Construction in progress and equipment awaiting inspection

 

Total

As of January 1, 2017

 

$-

 

$15,612,462

 

$629,903,740

 

$56,356

 

$5,198,998

 

$61,938

 

$5,949

 

$650,839,443

Depreciation

 

-

 

1,492,606

 

48,961,521

 

5,639

 

502,971

 

2,383

 

-

 

50,965,120

Disposals

 

-

 

-

 

(3,172,320)

 

(5,774)

 

(39,914)

 

(12,742)

 

-

 

(3,230,750)

Transfers and reclassifications

 

-

 

-

 

(7,563)

 

1,587

 

5,976

 

-

 

-

 

-

Exchange effect

 

-

 

(144,215)

 

(9,913,521)

 

(777)

 

(31,049)

 

(3,375)

 

-

 

(10,092,937)

As of December 31 , 2017

 

$-

 

$16,960,853

 

$665,771,857

 

$57,031

 

$5,636,982

 

$48,204

 

$5,949

 

$688,480,876

58


 

 

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

 

(10) Intangible Assets

 

 

 

As of December 31,

 

 

2018

 

2017

Goodwill

 

$15,012

 

$15,188

Software

 

524,155

 

410,712

Patents and technology license fees

 

1,668,218

 

2,102,561

Others

 

784,419

 

1,259,048

Net

 

$2,991,804

 

$3,787,509

 

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

 

-

 

-

 

214,278

 

612,253

 

826,531

Disposals

 

-

 

(422,591)

 

(179,418)

 

(987,841)

 

(1,589,850)

Disposal of subsidiaries

 

(176)

 

-

 

-

 

-

 

(176)

Reclassifications

 

-

 

474,127

 

-

 

-

 

474,127

Exchange effect

 

-

 

(6,458)

 

(210,982)

 

(1)

 

(217,441)

As of December 31, 2018

 

$15,012

 

$1,125,804

 

$4,511,629

 

$3,190,116

 

$8,842,561

59


 

 

 

 

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

 

-

 

3,566

 

38,928

 

1,145,110

 

1,187,604

Disposals

 

-

 

(95,505)

 

-

 

(1,009,051)

 

(1,104,556)

Reclassifications

 

-

 

278,650

 

-

 

-

 

278,650

Exchange effect

 

-

 

(9,978)

 

114,483

 

6

 

104,511

As of December 31, 2017

 

$15,188

 

$1,080,726

 

$4,687,751

 

$3,565,705

 

$9,349,370

 

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

 

-

 

357,624

 

468,296

 

1,086,882

 

1,912,802

Disposals

 

-

 

(422,591)

 

(179,418)

 

(987,841)

 

(1,589,850)

Exchange effect

 

-

 

(3,398)

 

(30,657)

 

(1)

 

(34,056)

As of December 31, 2018

 

$-

 

$601,649

 

$2,843,411

 

$2,405,697

 

$5,850,757

 

 

 

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

 

-

 

337,376

 

483,940

 

1,097,754

 

1,919,070

Disposals

 

-

 

(95,505)

 

-

 

(1,009,051)

 

(1,104,556)

Exchange effect

 

-

 

(5,394)

 

(42,122)

 

5

 

(47,511)

As of December 31, 2017

 

$-

 

$670,014

 

$2,585,190

 

$2,306,657

 

$5,561,861

 

The amortization amounts of intangible assets are as follows:

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Operating costs

 

$758,050

 

$799,215

Operating expenses

 

$1,154,752

 

$1,119,855

         

60


 

 

(11) Short-Term Loans

 

 

 

As of December 31,

 

 

2018

 

2017

Unsecured bank loans

 

$7,780,552

 

$19,159,298

Unsecured other loans

 

5,323,256

 

6,286,242

Total

 

$13,103,808

 

$25,445,540

         

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Interest rates applied

 

0.00%~4.55%

 

0.00%~4.35%

         

 

The Company’s unused short-term lines of credit amounted to NT$77,658 million and NT$62,057 million as of December 31, 2018 and 2017, respectively.

 

(12) Bonds Payable

 

 

 

As of December 31,

 

 

2018

 

2017

Unsecured domestic bonds payable

 

$23,700,000

 

$31,200,000

Unsecured convertible bonds payable

 

18,196,332

 

18,196,332

Less: Discounts on bonds payable

 

(518,150)

 

(878,701)

Total

 

41,378,182

 

48,517,631

Less: Current portion

 

(2,499,235)

 

(24,841,770)

Net

 

$38,878,947

 

$23,675,861

 

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

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 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.

61


 

 

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.

62


 

 

ii.  UMC may redeem the bonds, in whole, but not in part, at the Early Redemption Amount if at least 90% in principal amount of the bonds has already been converted, redeemed or repurchased and cancelled.

iii. UMC may redeem all, but not part, of the bonds, at the Early Redemption Amount at any time, in the event of certain changes in the R.O.C.’s tax rules which would require UMC to gross up for payments of principal, or to gross up for payments of interest or premium.

iv. All or any portion of the bonds will be redeemable at Early Redemption Amount at the option of bondholders on May 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$14.8157 per share on December 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%.

63


 

 

(13) Long-Term Loans

 

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

 

 

 

 

 

 

 

As of December 31,

 

 

Lenders

 

2018

 

2017

 

Redemption

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

 

$-

 

 

$4,000

 

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 (2)

 

6,013

 

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)

 

-

 

16,853

 

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 (2)

 

-

 

10,276

 

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 (3)

 

-

 

13,382

 

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 (4)

 

3,006

 

4,724

 

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 (5)

 

83,243

 

95,135

 

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 (6)

 

-

 

1,476

 

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 (7)

 

-

 

4,165

 

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

 

1,000,000

 

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

 

747,900

 

1,246,500

 

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

Unsecured Long-Term Loan from Mega International Commercial Bank

 

-

 

474,356

 

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

Secured Syndicated Loans from China Development Bank and 6 others

 

28,987,895

 

29,989,811

 

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

 

30,828,057

 

32,168,878

 

 

Less: Administrative expenses from syndicated loans

 

(1,842)

 

(3,542)

 

 

Less: Current portion

 

(2,622,161)

 

(2,522,052)

 

 

Total

 

$28,204,054

 

$29,643,284

 

 

             

64


 

 

 

 

For the years ended December 31,

 

 

2018

 

2017

Interest rates applied

 

0.99%~5.56%

 

0.99%~4.66%

 

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

 

(14) Post-Employment Benefits

 

a.  Defined contribution plan

 

The 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 are provided in accordance with the local regulations.  Total pension expenses of NT$1,339 million and NT$1,256 million are contributed by the Company for the years ended December 31, 2018 and 2017, respectively.

65


 

 

b.  Defined benefit plan

 

i.   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.  For the years ended December 31, 2018 and 2017, total pension expenses of NT$69 million and NT$80 million, respectively, were recognized by the Company.

 

ii.  Movements in present value of defined benefit obligation and fair value of plan assets are as follows:

 

Movements in present value of defined benefit obligation during the year:

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Defined benefit obligation at beginning of year

 

$(5,671,058)

 

$(5,482,265)

Items recognized as profit or loss:

 

 

 

 

Service cost

 

(24,477)

 

(24,130)

Interest cost

 

(61,247)

 

(76,761)

Subtotal

 

(85,724)

 

(100,891)

Remeasurements recognized in other comprehensive income (loss):

 

 

 

 

Arising from changes in financial assumptions

 

(91,350)

 

(183,433)

Experience adjustments

 

(5,907)

 

13,233

Subtotal

 

(97,257)

 

(170,200)

Benefits paid

 

233,530

 

81,204

Other

 

-

 

1,094

Defined benefit obligation at end of year

 

$(5,620,509)

 

$(5,671,058)

66


 

 

Movements in fair value of plan assets during the year:

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Beginning balance of fair value of plan assets

 

$1,532,539

 

$1,513,371

Items recognized as profit or loss:

 

 

 

 

Interest income on plan assets

 

16,552

 

21,187

Contribution by employer

 

95,577

 

93,466

Payment of benefit obligation

 

(233,530)

 

(81,204)

Remeasurements recognized in other comprehensive income (loss):

 

 

 

 

Return on plan assets, excluding amounts included in interest income

 

42,197

 

(13,986)

Other

 

-

 

(295)

Fair value of plan assets at end of year

 

$1,453,335

 

$1,532,539

 

The actual returns on plan assets of the Company for the years ended December 31, 2018 and 2017 were NT$59 million and NT$7 million, respectively.

 

iii. The defined benefit plan recognized on the consolidated balance sheets are as follows:

 

 

 

As of December 31,

 

 

2018

 

2017

Present value of the defined benefit obligation

 

$(5,620,509)

 

$(5,671,058)

Fair value of plan assets

 

1,453,335

 

1,532,539

Funded status

 

(4,167,174)

 

(4,138,519)

Net defined benefit liabilities, noncurrent recognized on the consolidated balance sheets

 

$(4,167,174)

 

$(4,138,519)

 

iv. The major categories of plan assets as a percentage of the fair value of the total plan assets are as follows:

 

 

As of December 31,

 

2018

 

2017

Cash

17%

 

25%

Equity instruments

51%

 

43%

Debt instruments

24%

 

26%

Others

8%

 

6%

67


 

 

Employee pension fund is deposited under a trust administered by the Bank of Taiwan.  The overall expected rate of return on assets is determined based on historical trend and actuaries’ expectations on the assets’ returns in the market over the obligation period.  Furthermore, the utilization of the fund is determined by the labor pension fund supervisory committee, which also guarantees the minimum earnings to be no less than the earnings attainable from interest rates offered by local banks for two-year time deposits.

 

v.  The principal underlying actuarial assumptions are as follows:

 

 

 

As of December 31,

 

 

2018

 

2017

Discount rate

 

0.91%

 

1.08%

Rate of future salary increase

 

3.50%

 

3.50%

 

vi. Expected future benefit payments are as follows:

 

Year

 

As of December 31, 2018

2019

 

$193,387

2020

 

211,679

2021

 

251,844

2022

 

304,317

2023

 

338,681

2024 and thereafter

 

4,846,688

Total

 

$6,146,596

 

The Company expects to make pension fund contribution of NT$96 million in 2019.  The weighted-average durations of the defined benefit obligation are 10 years and 11 years as of December 31, 2018 and 2017, respectively.

 

vii.  Sensitivity analysis:

 

 

 

As of December 31, 2018

 

 

Discount rate

 

Rate of future salary increase

 

 

0.5% increase

 

0.5% decrease

 

0.5% increase

 

0.5% decrease

Decrease (increase) in defined benefit obligation

 

$262,909

 

$(281,037)

 

$(244,120)

 

$231,751

68


 

 

 

 

As of December 31, 2017

 

 

Discount rate

 

Rate of future salary increase

 

 

0.5% increase

 

0.5% decrease

 

0.5% increase

 

0.5% decrease

Decrease (increase) in defined benefit obligation

 

$283,095

 

$(303,570)

 

$(266,069)

 

$251,815

 

The sensitivity analyses above have been determined based on a method that extrapolates the impact on the net defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

 

(15) Deferred Government Grants

 

 

 

As of December 31,

 

 

2018

 

2017

Beginning balance

 

$14,595,546

 

$9,297,371

Arising during the period

 

7,129,770

 

6,755,920

Recorded in profit or loss:

 

 

 

 

Other operating income

 

(3,885,722)

 

(1,469,616)

Exchange effect

 

(358,690)

 

11,871

Ending balance

 

$17,480,904

 

$14,595,546

 

 

 

 

 

Current

 

$3,832,124

 

$2,821,467

Noncurrent

 

13,648,780

 

11,774,079

Total

 

$17,480,904

 

$14,595,546

 

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.

 

(16) Refund Liabilities

 

 

 

As of

December 31, 2018

Refund liabilities

 

$1,213,476

 

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

69


 

 

(17) Equity

 

a.  Capital stock:

 

i.   UMC had 26,000 million common shares authorized to be issued as of December 31, 2018 and 2017, of which 12,424 million shares, and 12,624 million shares were issued as of December 31, 2018 and 2017, respectively, each at a par value of NT$10.

 

ii.  UMC had 143 million and 144 million ADSs, which were traded on the NYSE as of December 31, 2018 and 2017, respectively.  The total number of common shares of UMC represented by all issued ADSs were 717 million shares and 721 million shares as of December 31, 2018 and 2017, respectively.  One ADS represents five common shares.

 

iii. On August 27, 2018, UMC cancelled 200 million shares of treasury stock, which were repurchased during the period from March 12 to May 4, 2018, for the purpose of maintaining UMC’s credit and stockholders’ rights and interests.

 

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 years ended December 31, 2018 and 2017 are as follows:

 

For the year ended December 31, 2018

(In thousands of shares)

 

 

Purpose

 

As of

January 1,

2018

 

 

Increase

 

 

Decrease

 

As of

December 31,

2018

For transfer to employees

 

400,000

 

-

 

200,000

 

200,000

To maintain UMC’s credit and stockholders rights and interests

 

-

 

480,000

 

200,000

 

280,000

 

 

400,000

 

480,000

 

400,000

 

480,000

70


 

 

For the year ended December 31, 2017

(In thousands of shares)

 

 

Purpose

 

As of

January 1,

2017

 

 

Increase

 

 

Decrease

 

As of

December 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 December 31, 2018 and 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 December 31, 2018 and 2017, UMC’s subsidiary, FORTUNE VENTURE CAPITAL CORP., held 16 million shares of UMC’s stock.  The closing price on December 31, 2018 and 2017, were NT$11.25 and NT$14.20, 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.

71


 

 

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 2017 was approved by the stockholders’ meeting held on June 20, 2018, while the distribution of earnings for 2018 was approved by the Board of Directors’ meeting on March 6, 2019.  The details of distribution are as follows:

 

 

Appropriation of earnings

(in thousand NT dollars)

 

Cash dividend per share

(NT dollars)

 

2018

 

2017

 

2018

 

2017

Legal reserve

$707,299

 

$962,873

 

 

 

Special reserve

14,513,940

 

-

 

 

 

Cash dividends

6,916,105

 

8,557,023

$0.58

 

$0.70

 

The aforementioned 2017 distribution approved by stockholders’ meeting was consistent with the resolutions of meeting of Board of Directors held on March 7, 2018.

 

The cash dividend per share for 2017 was adjusted to NT$0.71164307 per share according to the resolution of the Board of Directors’ meeting on June 12, 2018.  The adjustment was made for the decrease in outstanding common shares due to the share repurchase program.

 

The appropriation of 2018 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’ meeting recommendations and stockholders’ meeting approval can be obtained from the “Market Observation Post System” on the website of the TWSE.

 

Please refer to Note 6(20) for information on the employees’ compensation and remuneration to directors.

72


 

 

d.  Non-controlling interests:

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Beginning balance

 

$956,808

 

$2,161,729

Impact of retroactive applications

 

1,597

 

-

Adjusted balance at January 1

 

958,405

 

2,161,729

Attributable to non-controlling interests:

 

 

 

 

Net loss

 

(4,429,938)

 

(2,997,469)

Other comprehensive income (loss)

 

(103,894)

 

(111,601)

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

 

-

 

(1,174,564)

Changes in subsidiaries’ ownership

 

(278,613)

 

175,413

Disposal of subsidiaries

 

(7,074)

 

-

Others

 

4,327,882

 

2,903,300

Ending balance

 

$466,768

 

$956,808

         

 

(18) Share-Based Payment

 

In order to attract, retain talents and reward the employees for their productivity and loyalty, the Company carried out a compensation plan to offer 200 million shares of treasury stock to employees in August 2018.  The compensation cost for the shared-based payment was measured at fair value, having recognized in expense the difference between the closing quoted market price of the shares at the grant date and the cash received from employees.  The closing quoted market price of the Company’s shares on the grant date was NT$16.95 per share.  For the stocks vested on the date of grant, the Company recognized the entire compensation cost on the grant date, whereas for the stocks with requisite service conditions to vest at the end of one or two-years from the date of grant, the Company recognizes the compensation cost on a straight-line basis over the period in which the services conditions are fulfilled, together with a corresponding increase in equity.  As such, for the year ended December 31, 2018, total compensation cost of NT$696 million was recognized by the Company.

73


 

 

(19) Operating Revenues

 

a.  Disaggregation of revenue

 

i.   By operating segments

 

 

 

For the year ended December 31, 2018

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination

 

Consolidated

Revenue from contracts with customers

 

$151,023,932

 

$247,929

 

$151,271,861

 

$(19,290)

 

$151,252,571

 

 

 

 

 

 

 

 

 

 

 

The timing of revenue recognition:

At a point in time

 

$146,247,350

 

$247,929

 

$146,495,279

 

$(19,290)

 

$146,475,989

Over time

 

4,776,582

 

-

 

4,776,582

 

-

 

4,776,582

Total

 

$151,023,932

 

$247,929

 

$151,271,861

 

$(19,290)

 

$151,252,571

                     

 

ii.  Operating Revenues

 

 

 

For the year ended

December 31, 2017

Net sales

 

 

Sale of goods

 

$142,957,544

Other operating revenues

 

 

Royalty

 

6,817

Mask tooling

 

3,334,844

Others

 

2,985,501

Net operating revenues

 

$149,284,706

 

74


 

iii. By geography

For the year ended December 31, 2018

 

Taiwan

Singapore

China (includes Hong Kong)

Japan

USA

Europe

Others

Total

Revenue from contracts with customers

$55,092,681

$24,820,196

$18,504,881

$5,896,313

$23,555,105

$12,527,894

$10,855,501

$151,252,571

 

 

 

 

 

 

 

 

 

The timing of revenue recognition:

At a point in time

$54,963,771

$24,791,908

$14,889,672

$5,889,277

$23,536,756

$11,551,052

$10,853,553

$146,475,989

Over time

128,910

28,288

3,615,209

7,036

18,349

976,842

1,948

4,776,582

Total

$55,092,681

$24,820,196

$18,504,881

$5,896,313

$23,555,105

$12,527,894

$10,855,501

$151,252,571

                 

 

 

 

For the year ended

December 31, 2017

Taiwan

 

$48,952,219

Singapore

 

30,798,270

China (includes Hong Kong)

 

18,971,866

Japan

 

4,694,277

USA

 

18,208,227

Europe

 

14,329,730

Others

 

13,330,117

Total

 

$149,284,706

 

Note A:  The Company adopted IFRS 15 on January 1, 2018.  The Company elected not to restate prior periods in accordance with the transition provision in IFRS 15.

 

Note B:  The geographic breakdown of the Company’s operating revenues was based on the location of the Company’s customers.

 

b.  Contract balances

 

i.   Contract assets, current

 

 

 

As of

 

 

 

December 31,

2018

 

January 1,

2018

Differences

Sales of goods and services

 

$486,184

 

$129,042

$357,142

Less: Loss allowance

 

(393,974)

 

-

(393,974)

Net

 

$92,210

 

$129,042

$(36,832)

           

 

75


 

The significant increase in gross amount of contract assets in 2018 is the result of the increase in joint technology development services during the year.

 

The loss allowance was assessed by the company primarily at an amount equal to lifetime expected credit losses for the year ended December 31, 2018.  The loss allowance is mainly resulted from the indictment filed by the United States Department of Justice (DOJ) against UMC, which is related to the joint technology development agreement.  Please refer to Note 9(8).

 

ii.  Contract liabilities, current

 

 

 

As of

 

 

 

 

December 31,

2018

 

January 1,

2018

Differences

Sales of goods and services

 

$932,371

 

$3,951,414

 

$(3,019,043)

 

Contract liabilities are prepayments from customers for wafer sales and joint technology development services.  The outstanding balances of this account decreased in 2018 due to the Company continued to provide services and recognized revenue during the year.

 

The Company recognized NT$3,815 million in revenues from the current contract  liabilities balance at the beginning of the period as performance obligations were  satisfied during the year.

 

c.  The Company’s transaction price allocated to unsatisfied performance obligations amounted to NT$3,148 million as of December 31, 2018.  The Company will recognize revenue as the Company satisfies its performance obligations over time that aligns with progress toward completion of a contract in the future.  The estimate of the transaction price does not include any estimated amounts of variable consideration that are constrained.

 

d.  Asset recognized from the cost to fulfill a contract with customer

As of December 31, 2018, the Company recognized the cost to fulfill engineering and service contracts that are eligible for capitalization as assets which amounted to NT$567 million and accounted for as other current assets.  Subsequently, the Company will expense to operating costs from the cost to fulfill a contract when the related obligations are satisfied.

 

76


 

(20) Operating Costs and Expenses

 

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

 

 

 

For the years ended December 31,

 

 

2018

 

2017

 

 

Operating costs

 

Operating expenses

 

 

Total

 

Operating costs

 

Operating expenses

 

Total

Employee benefit expenses

 

 

 

 

 

 

 

 

 

 

 

 

Salaries

 

$17,694,175

 

$7,780,063

 

$25,474,238

 

$16,676,560

 

$7,045,487

 

$23,722,047

Labor and health insurance

 

882,671

 

376,556

 

1,259,227

 

878,576

 

376,523

 

1,255,099

Pension

 

1,065,176

 

342,565

 

1,407,741

 

1,008,121

 

327,454

 

1,335,575

Other employee benefit expenses

 

289,395

 

111,734

 

401,129

 

259,701

 

118,422

 

378,123

Depreciation

 

47,086,993

 

2,689,314

 

49,776,307

 

47,820,812

 

3,003,855

 

50,824,667

Amortization

 

880,967

 

1,219,163

 

2,100,130

 

911,563

 

1,222,163

 

2,133,726

 

According to UMC’s Articles of Incorporation, the employees’ compensation and  remuneration to directors 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 remuneration to directors 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 remuneration 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’ compensation and remuneration to directors 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 years ended December 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.

 

77


 

The distributions of employees’ compensation and remuneration to directors for 2017 were reported to the stockholders’ meeting on June 12, 2018, while the distributions of employees’ compensation and remuneration to directors for 2018 were approved through the Board of Directors’ meeting on March 6, 2019.  The details of distribution are as follows:

 

 

 

2018

 

2017

Employees’ compensation – Cash

 

$1,400,835

 

$1,032,324

Remuneration to directors

 

7,624

 

11,452

 

The aforementioned 2017 employees’ compensation and remuneration to directors reported during the stockholders’ meeting were consistent with the resolutions of meeting of Board of Directors held on March 7, 2018.

 

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.

 

(21) Net Other Operating Income and Expenses

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Net rental loss from property

 

$(182,488)

 

$(178,192)

Gain on disposal of property, plant and equipment

 

136,743

 

82,397

Government grants

 

5,220,746

 

1,710,176

Others

 

(58,117)

 

39,314

Total

 

$5,116,884

 

$1,653,695

         

 

(22) Non-Operating Income and Expenses

 

a.  Other gains and losses

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

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

 

$(1,167,735)

 

$598,270

Impairment loss

 

 

 

 

Investments accounted for under the equity method

 

(46,225)

 

-

Available-for-sale financial assets, noncurrent

 

-

 

(664,948)

Financial assets measured at cost, noncurrent

 

-

 

(285,387)

Gain (loss) on disposal of investments

 

(19,286)

 

1,276,956

Others

 

104,956

 

76,788

Total

 

$(1,128,290)

 

$1,001,679

         

 

78


 

b.    Finance costs

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Interest expenses

 

 

 

 

Bonds payable

 

$710,663

 

$763,124

Bank loans

 

1,782,544

 

1,563,590

Others

 

275,465

 

80,158

Financial expenses

 

82,553

 

88,290

Total

 

$2,851,225

 

$2,495,162

 

(23) Components of Other Comprehensive Income (Loss)

 

 

 

 

 

For the year ended December 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:

 

 

 

 

 

 

 

 

 

 

Remeasurements of defined benefit pension plans

 

$(55,060)

 

$-

 

$(55,060)

 

$32,647

 

$(22,413)

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

 

1,454,018

 

-

 

1,454,018

 

44,526

 

1,498,544

Gains or losses on hedging instruments which will not be reclassified subsequently to profit or loss

 

(2,572)

 

 

-

 

(2,572)

 

514

 

(2,058)

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

 

(475,139)

 

-

 

(475,139)

 

34,697

 

(440,442)

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

Exchange differences on translation of foreign operations

 

(47,417)

 

408

 

(47,009)

 

(18,884)

 

(65,893)

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

 

(11,045)

 

(12,897)

 

(23,942)

 

6,148

 

(17,794)

Total other comprehensive income (loss)

 

$862,785

 

$(12,489)

 

$850,296

 

$99,648

 

$949,944

79


 

 

 

 

For the year ended December 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 will not be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

Remeasurements of defined benefit pension plans

 

$(184,186)

 

$-

 

$(184,186)

 

$31,311

 

$(152,875)

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

 

1,221

 

-

 

1,221

 

-

 

1,221

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

Exchange differences on translation of foreign operations

 

(5,975,203)

 

-

 

(5,975,203)

 

48,274

 

(5,926,929)

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

 

1,224,344

 

(642,905)

 

581,439

 

147,858

 

729,297

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

 

1,247,881

 

102,302

 

1,350,183

 

(35,252)

 

1,314,931

Total other comprehensive income (loss)

 

$(3,685,943)

 

$(540,603)

 

$(4,226,546)

 

$192,191

 

$(4,034,355)

80


 

 

(24) Income Tax

 

a.  The major components of income tax expense for the years ended December 31, 2018 and 2017 were as follows:

 

i.   Income tax expense recorded in profit or loss

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Current income tax expense (benefit):

 

 

 

 

Current income tax charge

 

$584,419

 

$2,641,610

Adjustments in respect of current income tax of prior periods

 

(1,111,893)

 

(364,951)

Deferred income tax expense (benefit):

 

 

 

 

Deferred income tax related to origination and reversal of temporary differences

 

1,228,554

 

(1,033,072)

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

 

(3,411,703)

 

(2,016,726)

Deferred income tax related to changes in tax rates

 

(848,223)

 

12,477

Adjustment of prior year’s deferred income tax

 

(2,744)

 

9,233

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

 

3,102,937

 

1,918,586

Income tax (benefit) expense recorded in profit or loss

 

$(458,653)

 

$1,167,157

 

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

 

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

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Remeasurements of defined benefit pension plans

 

$11,012

 

$31,311

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

 

31,998

 

-

Gains or losses on hedging instruments which will not be reclassified subsequently to profit or loss

 

514

 

-

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

 

39,742

 

-

Deferred income tax related to changes in tax rates

 

29,118

 

-

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

 

$112,384

 

$31,311

81


 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Exchange differences on translation of foreign operations

 

$(21,672)

 

$48,274

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

 

-

 

147,858

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

 

1,701

 

(35,252)

Deferred income tax related to changes in tax rates

 

7,235

 

-

Income tax related to items that may be reclassified subsequently

 

$(12,736)

 

$160,880

 

iii. Deferred income tax charged directly to equity

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

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

 

$-

 

$(2)

Deferred income tax related to changes in tax rates

 

(56,759)

 

-

Total

 

$(56,759)

 

$(2)

 

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

 

 

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Income before tax

 

$2,184,399

 

$7,798,422

At UMC’s statutory income tax rate

 

436,880

 

1,325,732

Adjustments in respect of current income tax of prior periods

 

(1,111,893)

 

(364,951)

Net changes in loss carry-forward and investment tax credits

 

2,239,058

 

319,551

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

 

26,122

 

330,228

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

 

 

 

 

Tax exempt income

 

(451,589)

 

(1,549,018)

Investment gain

 

(835,669)

 

(298,786)

Dividend income

 

(112,810)

 

(83,154)

Others

 

140,278

 

259,590

Basic tax

 

-

 

33,207

Deferred income tax related to changes in tax rates

 

(848,223)

 

12,477

Effect of different tax rates applicable to UMC and its subsidiaries

 

(118,404)

 

(21,615)

Taxes withheld in other jurisdictions

 

48,291

 

868,106

Others

 

129,306

 

335,790

Income tax expense recorded in profit or loss

 

$(458,653)

 

$1,167,157

82


 

 

c.  Significant components of deferred income tax assets and liabilities were as follows:

 

 

 

As of December 31,

 

 

2018

 

2017

Deferred income tax assets

 

 

 

 

Depreciation

 

$1,930,388

 

$2,064,726

Loss carry-forward

 

502,331

 

425,247

Pension

 

825,792

 

697,478

Refund liabilities

 

232,854

 

-

Allowance for sales returns and discounts

 

-

 

171,213

Allowance for inventory valuation losses

 

416,270

 

365,658

Investment loss

 

341,096

 

217,799

Unrealized profit on intercompany sales

 

1,703,942

 

1,626,072

Investment tax credits

 

336,869

 

-

Deferred revenue

 

-

 

452,907

Others

 

98,367

 

50,482

Total deferred income tax assets

 

6,387,909

 

6,071,582

 

 

 

 

 

Deferred income tax liabilities

 

 

 

 

Unrealized exchange gain

 

(535,595)

 

(348,198)

Depreciation

 

(440,524)

 

(306,472)

Investment gain

 

(499,506)

 

(444,422)

Convertible bond option

 

(139,693)

 

(176,361)

Amortizable assets

 

(342,607)

 

(353,477)

Others

 

(7,768)

 

(2,775)

Total deferred income tax liabilities

 

(1,965,693)

 

(1,631,705)

Net deferred income tax assets

 

$4,422,216

 

$4,439,877

83


 

 

d. Movement of deferred tax

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Balance at January 1

 

$4,439,877

 

$3,138,897

Impact of retroactive applications

 

17,843

 

-

Adjusted balance at January 1

 

4,457,720

 

3,138,897

Amounts recognized in profit or loss during the period

 

(68,821)

 

1,109,502

Amounts recognized in other comprehensive income

 

99,648

 

192,191

Amounts recognized in equity

 

(56,759)

 

(2)

Exchange adjustments

 

(9,572)

 

(711)

Balance at December 31

 

$4,422,216

 

$4,439,877

 

e.  The Company is subject to taxation in Taiwan and other foreign jurisdictions.  As of December 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 2010.

 

f.  UMC was granted income tax exemption for several periods with respect to income derived from the expansion of operations.  The income tax exemption will expire on December 31, 2020.

 

g.  The information of the unused tax loss carry-forward for which no deferred income tax assets have been recognized was as follows:

 

 

 

As of December 31,

 

 

2018

 

2017

Expiry period

 

 

 

 

1~5 years

 

$27,072,604

 

$14,881,800

6~10 years

 

10,799,310

 

15,055,903

more than 10 years

 

5,043

 

5,105

Total

 

$37,876,957

 

$29,942,808

 

h.  As of December 31, 2018 and 2017, deductible temporary differences for which no deferred income tax assets have been recognized amounted to NT$5,964 million and NT$7,252 million, respectively.

84


 

 

i.   UMC’s earnings generated in and prior to the year ended December 31, 1997 have been fully appropriated.

 

j.   As of December 31, 2018 and 2017, the taxable temporary differences of unrecognized deferred tax liabilities associated with investments in subsidiaries amounted to NT$11,036 million and NT$9,289 million, respectively.

 

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

 

(25) 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 years ended

December 31,

 

 

2018

 

2017

Net income attributable to the parent company

 

$7,072,990

 

$9,628,734

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

 

12,103,880

 

12,208,240

Earnings per share-basic (NTD)

 

$0.58

 

$0.79

 

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.

85


 

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Net income attributable to the parent company

 

$7,072,990

 

$9,628,734

Effect of dilution

 

 

 

 

Unsecured convertible bonds

 

283,349

 

288,091

Income attributable to stockholders of the parent

 

$7,356,339

 

$9,916,825

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

 

12,103,880

 

12,208,240

Effect of dilution

 

 

 

 

Employees’ compensation

 

137,511

 

83,981

Unsecured convertible bonds

 

1,243,599

 

1,193,935

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

 

13,484,990

 

13,486,156

 

 

 

 

 

Earnings per share-diluted (NTD)

 

$0.55

 

$0.74

 

(26) Reconciliation of Liabilities Arising from Financing Activities

 

For the year ended December 31, 2018:

 

 

 

 

 

 

 

Non-cash changes

 

 

Items

 

As of

January 1, 2018

 

Cash Flows

 

Foreign exchange

 

Others

(Note)

 

As of

December 31,

 2018

Short-term loans

 

$25,445,540

 

$(12,288,248)

 

$(292,466)

 

$238,982

 

$13,103,808

Long-term loans (current portion included)

 

32,165,336

 

(1,880,197)

 

556,777

 

(15,701)

 

30,826,215

Bonds payable (current portion included)

 

48,517,631

 

(7,500,000)

 

-

 

360,551

 

41,378,182

Guarantee deposits (current portion included)

 

564,576

 

88,131

 

13,086

 

-

 

665,793

Other financial liabilities-noncurrent

 

20,486,119

 

-

 

(456,551)

 

380,787

 

20,410,355

 

Note:  Other non-cash changes mainly consisted of discount amortization measured by the EIR method.

 

For the year ended December 31, 2017: Not applicable.

86


 

 

(27) Deconsolidation of Subsidiaries

 

UNISTARS CORP. (UNISTARS)

 

As UMC’s subsidiary disposed of all of its shares of UNISTARS in December 2018, the Company lost control of UNISTARS, derecognizing the relevant assets and liabilities of UNISTARS at the date when the control is lost.

 

a.    Derecognized assets and liabilities mainly consisted of:

 

Assets

 

 

 

 

Cash and cash equivalents

 

 

 

$14,430

Notes and accounts receivable

 

 

 

18,239

Inventories

 

 

 

46,717

Property, plant and equipment

 

 

 

45,515

Others

 

 

 

2,365

 

 

 

 

127,266

Liabilities

 

 

 

 

Short-term loans

 

 

 

(34,313)

Payables

 

 

 

(29,309)

Current portion of long-term liabilities

 

 

 

(11,899)

Long-term loans

 

 

 

(5,502)

Others

 

 

 

(2,872)

 

 

 

 

(83,895)

Net assets of the subsidiary deconsolidated

 

 

 

$43,371

 

b.    Consideration received and loss recognized from the transaction:

 

Cash received

 

 

 

$4,617

Less: Net assets of the subsidiary deconsolidated

 

 

 

(43,371)

Add: Non-controlling interests

 

 

 

7,074

Less: Goodwill

 

 

 

(176)

Loss on disposal of subsidiary

 

 

 

$(31,856)

 

Loss on disposal of subsidiary for the year ended December 31, 2018 was recognized as other gains and losses in the consolidated statement of comprehensive income.

 

c.    Analysis of net cash outflow arising from deconsolidation of the subsidiary:

 

Cash received

 

 

 

$4,617

Net cash of subsidiary derecognized

 

 

 

(14,430)

Net cash outflow from deconsolidation

 

 

 

$(9,813)

87


 

 

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

TRIKNIGHT CAPITAL CORPORATION

 

Associate

CHUAN-FANG ZHUAN

 

Subsidiary’s director

 

(2)      Significant related party transactions

 

a.  Operating transactions

 

Operating revenues

 

 

For the years ended

December 31,

 

 

2018

 

2017

Associates

 

$1,291,398

 

$1,357,720

Joint ventures

 

4,277

 

12,465

Others

 

27,881

 

30,417

Total

 

$1,323,556

 

$1,400,602

 

Accounts receivable, net

 

 

As of December 31,

 

 

2018

 

2017

Associates

 

$134,646

 

$84,839

Joint ventures

 

-

 

1,051

Others

 

4,266

 

7,908

Total

 

138,912

 

93,798

Less: Allowance for sales returns and discounts

 

-

 

(2,733)

Net

 

$138,912

 

$91,065

88


 

 

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

 

Refund liabilities (classified under other current liabilities)

 

 

 

As of December 31, 2018

Associates

 

$1,287

Others

 

71

Total

 

$1,358

 

b.    Significant asset transactions

 

Acquisition of intangible assets

 

 

 

Purchase price

 

 

For the years ended

December 31,

 

 

2018

 

2017

Associates

 

$200,610

 

$322,808

 

Acquisition of investments accounted for under the equity method

 

 

 

Trading Volume

(In thousands of shares)

 

Transaction underlying

 

Purchase price

 

 

 

 

For the year ended

December 31, 2018

Associates

 

84,000

 

Stock

 

$840,000

 

For the year ended December 31, 2017: None.

 

Disposal of subsidiary

 

 

 

 

 

 

 

For the year ended

December 31, 2018

 

 

Trading Volume

(In thousands of shares)

 

Transaction underlying

 

Proceeds

 

Disposal

(loss) gain

Others

 

46,168

 

UNISTARS

 

$4,617

 

$(31,856)

 

For the year ended December 31, 2017: None.

89


 

 

Disposal of financial assets

 

For the year ended December 31, 2018: None.

 

 

 

 

 

 

 

For the year ended

December 31, 2017

 

 

Trading Volume

(In thousands of shares)

 

Transaction underlying

 

Proceeds

 

Disposal

(loss) gain

Others

 

6,489

 

ASIA PACIFIC MICROSYSTEMS, INC.

 

$50,745

 

$(13,753)

 

c.     Others

 

Mask expenditure

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Others

 

$1,750,088

 

$944,710

 

Other payables of mask expenditure

 

 

 

As of December 31,

 

 

2018

 

2017

Others

 

$571,036

 

$580,789

 

d.    Key management personnel compensation

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Short-term employee benefits

 

$387,294

 

$271,554

Post-employment benefits

 

4,660

 

3,478

Termination benefits

 

-

 

6,957

Share-based payment

 

293,857

 

68

Others

 

435

 

294

Total

 

$686,246

 

$282,351

90


 

 

8.    ASSETS PLEDGED AS COLLATERAL

 

As of December 31, 2018 and 2017

 

 

 

 

 

 

 

Amount

 

 

 

 

 

As of December 31,

 

 

 

 

 

2018

 

2017

 

Party to which asset(s)

was pledged

 

Purpose of pledge

Refundable Deposits

(Bank deposit and Time deposit)

$961,198

$972,827

 

Customs

Customs duty guarantee

Refundable Deposits

(Time deposit)

237,358

246,008

 

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

 

Science Park Administration

Industry-university cooperative research project performance guarantees

Refundable Deposits

(Time deposit)

37,084

37,084

 

Liquefied Natural Gas Business Division, CPC Corporation, Taiwan

Energy resources guarantee

Refundable Deposits

(Time deposit)

1,000,000

-

 

Bank of China

Bank performance guarantee

Buildings

5,823,938

6,083,976

 

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

Collateral for long-term loans

Machinery and equipment

25,762,086

32,428,768

 

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

309,108

323,001

 

Secured Syndicated Loans from China Development Bank and 6 others

Collateral for long-term loans

Total

$34,150,351

$40,113,455

 

 

 

 

9.    SIGNIFICANT CONTINGENCIES AND UNRECOGNIZED CONTRACT COMMITMENTS

 

(1)      As of December 31, 2018, amounts available under unused letters of credit for importing machinery and equipment was NT$0.4 billion.

91


 

 

 

(2)     As of December 31, 2018, the Company entrust financial institutes to open performance guarantee, mainly related to the litigations and customs tax guarantee, amounted to NT$1.6 billion.

 

(3)    The Company entered into several patent license agreements and development contracts of intellectual property for a total contract amount of approximately NT$12.1 billion.  As of December 31, 2018, the portion of royalties and development fees not yet recognized was NT$1.2 billion.

 

(4)    The Company entered into several construction contracts for the expansion of its operations.  As of December 31, 2018, these construction contracts amounted to approximately NT$3.1 billion and the portion of the contracts not yet recognized was approximately NT$0.9 billion.

 

(5)    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 December 31, 2018

2019

 

 

$600,876

2020

 

 

618,194

2021

 

 

608,434

2022

 

 

609,325

2023

 

 

578,203

2024 and thereafter

 

 

4,393,337

Total

 

 

$7,408,369

 

 

(6)    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.  As of December 31, 2018, the Company obtained R.O.C. government authority’s approval for the investment and invested RMB 8.3 billion in USC, representing ownership interest of 65.22%.  Furthermore, based on the agreement, UMC recognized a financial liability in other noncurrent liabilities-others for the purchase from the other investors of their investments in USC at their original investment cost plus interest, beginning from the seventh year following the last instalment payment made by the 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.

92


 

 

 

(7)    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 appeal is still on trial.  Since the final judgement has not been issued, UMC cannot make reliable estimate of the financial effect of the litigation.

 

(8)     In 2017, the Taichung District Prosecutors Office requested the local court to impose a fine to UMC based on the allegation of misappropriation of trade secret of MICRON TECHNOLOGY INC. (“MICRON”).  In addition, MICRON filed a civil lawsuit against UMC with the District Court of Northern District of California for the similar cause.  UMC has appointed the attorneys to prepare answers against these charges.  On January 12, 2018, UMC filed counterclaims against MICRON with the Fuzhou Intermediate People’s Court against, among others, MICRON (XI’AN) CO., LTD. and MICRON (SHANGHAI) TRADING CO., LTD. for patent infringement.  On July 3, 2018, the Fuzhou Intermediate People’s Court issued a ruling against the aforementioned two defendant companies, ruling that the two defendants must immediately cease to manufacture, sell, and import products that infringe the patent rights of UMC.  The lawsuit filed by UMC is still on trial.  On November 1, 2018, the United States Department of Justice (DOJ) indicted UMC, FUJIAN JINHUA INTEGRATED CIRCUIT CO., LTD. (JINHUA), and three individuals, including one current employee and two former employees of UMC, alleging that UMC and others conspired to steal trade secrets of MICRON, and used that information to develop technology that was subsequently transferred to JINHUA.  On the same day, DOJ filed a civil complaint enjoining the aforementioned defendants from exporting to the United States any products containing DRAM manufactured by UMC or JINHUA and preventing the defendants from transferring the trade secrets to anyone else.  The indictment and civil complaint are still on trial.  UMC has appointed attorneys to prepare answers against these charges.  Given both litigations are still in the preliminary stages, UMC cannot assess the legal proceeding and probable outcome or impact.

     

10.  SIGNIFICANT DISASTER LOSS

 

None.

 

11.  SIGNIFICANT SUBSEQUENT EVENTS

 

None.

93


 

 

12.  OTHERS

 

(1)   Categories of financial instruments

 

 

 

As of December 31,

Financial Assets

 

2018

 

2017

Non-derivative financial instruments

 

 

 

 

Financial assets at fair value through profit or loss

 

$12,080,736

 

$876,318

Financial assets at fair value through other comprehensive income

 

11,585,477

 

-

Available-for-sale financial assets

 

-

 

20,636,332

Financial assets measured at cost

 

-

 

2,218,472

Financial assets measured at amortized cost

 

 

 

 

Cash and cash equivalents (excludes cash on hand)

 

83,655,648

 

81,670,212

Receivables

 

24,583,451

 

22,149,072

Refundable deposits

 

2,757,399

 

1,903,041

Other financial assets

 

2,320,037

 

2,645,003

Subtotal

 

113,316,535

 

108,367,328

Derivative financial instruments

 

 

 

 

Financial assets at fair value through profit or loss

 

3,561

 

31,605

Total

 

$136,986,309

 

$132,130,055

 

 

 

As of December 31,

Financial Liabilities

 

2018

 

2017

Non-derivative financial instruments

 

 

 

 

Financial liabilities measured at amortized cost

 

 

 

 

Short-term loans

 

$13,103,808

 

$25,445,540

Payables

 

23,465,536

 

24,274,413

Guarantee deposits (current portion included)

 

665,793

 

564,576

Bonds payable (current portion included)

 

41,378,182

 

48,517,631

Long-term loans (current portion included)

 

30,826,215

 

32,165,336

Other financial liabilities

 

20,523,099

 

20,486,119

Total

 

$129,962,633

 

$151,453,615

 

(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.

94


 

 

(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.  The Company designates certain forward currency contracts as cash flow hedges to hedge its exposure to foreign currency exchange risk associated with certain highly probable forecast transactions. On the basis of assessment, the Company expects that the value of forward currency exchange contracts and the value of the hedged transactions will change systematically in opposite directions for given changes in foreign exchange rates.  Hedge ineffectiveness in these hedging relationships mainly arises from the counterparties’ credit risk, impacting the fair value movements of the hedging instruments and hedged items.  No other sources of ineffectiveness emerged from these hedging relationships.  Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Company.

 

The company designated certain forward exchange contracts, amounting to JPY 23 billion, to partially hedge foreign currency exchange rate risks associated with the highly probable purchase of the remaining outstanding shares of MIFS in JPY.  The Company discontinued hedge accounting when the hedging instrument expired prior to December 31, 2018.  The cash flow hedge reserve in other components of equity amounted to NT$(2) million as of December 31, 2018.

 

The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Company’s profit is performed on significant monetary items denominated in foreign currencies as of the end of the reporting period.  When NTD strengthens/weakens against USD by 10%, the profit for the years ended December 31, 2018 and 2017 decreases/increases by NT$1,367 million and NT$1,330 million, respectively.  When RMB strengthens/weakens against USD by 10%, the profit for the years ended December 31, 2018 and 2017 increases/decreases by NT$2,624 million and NT$4,011 million, respectively. 

95


 

 

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(11), 6(12) and 6(13) 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 December 31, 2018 and 2017 to decrease/increase by NT$44 million and NT$58 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.

 

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 of listed companies could increase/decrease the Company’s profit for the years ended December 31, 2018 and 2017 by NT$171 million and NT$33 million, respectively.  A change of 5% in the price of the aforementioned financial assets at fair value through other comprehensive income of listed companies could increase/decrease the Company’s other comprehensive income for the year ended December 31, 2018 by NT$408 million.  A change of 5% in the price of the aforementioned available-for-sale financial instruments of listed companies could increase/decrease the Company’s other comprehensive income for the year ended December 31, 2017 by NT$525 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 credit, 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.

96


 

 

As of December 31, 2018 and 2017, accounts receivable from the top ten customers represent 54% and 54% of the total accounts receivable of the Company, respectively.  The credit concentration risk of other accounts receivable 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 December 31, 2018

 

 

Less than

1 year

 

2 to 3

years

 

4 to 5

years

 

> 5 years

 

Total

Non-derivative financial liabilities

 

 

 

 

 

 

 

 

 

 

Short-term loans

 

$13,171,811

 

$-

 

$-

 

$-

 

$13,171,811

Payables

 

22,994,059

 

199,788

 

-

 

-

 

23,193,847

Guarantee deposits

 

52,890

 

154,787

 

15,385

 

442,731

 

665,793

Bonds payable

 

3,000,855

 

23,187,913

 

8,484,393

 

8,563,021

 

43,236,182

Long-term loans

 

4,036,260

 

10,997,829

 

17,209,849

 

4,765,719

 

37,009,657

Other financial liabilities

 

112,744

 

-

 

17,477,984

 

4,369,730

 

21,960,458

Total

 

$43,368,619

 

$34,540,317

 

$43,187,611

 

$18,141,201

 

$139,237,748

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

-

 

-

 

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

97


 

 

(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 December 31, 2018

 

Type

 

Notional Amount

 

Contract Period

Forward exchange contracts

 

Sell USD 28 million

 

December 10, 2018~January 7, 2019

 

As of December 31, 2017: None.

 

(7)   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.

98


 

 

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 December 31, 2018

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets:

 

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss, current

 

$493,481

 

$34,969

 

$-

 

$528,450

Financial assets at fair value through profit or loss, noncurrent

 

3,612,243

 

44,597

 

7,899,007

 

11,555,847

Financial assets at fair value through other comprehensive income, noncurrent

 

8,166,277

 

-

 

3,419,200

 

11,585,477

 

 

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

 

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 valuation techniques (income approach and market approach) in consideration of cash flow forecast, 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. To measure fair values, if the lowest level input that is significant to the fair value measurement is directly or indirectly observable, then the financial assets are classified as Level 2 of the fair value hierarchy, otherwise as Level 3.

99


 

 

During the years ended December 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 other 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)

 

(31,605)

 

(3,356)

 

(394,931)

 

69,827

 

(360,065)

 

-

 

-

 

-

Recognized in other comprehensive loss

 

-

 

-

 

-

 

-

 

-

 

(115,520)

 

(49,300)

 

(164,820)

Acquisition

 

-

 

140,338

 

630,626

 

577,347

 

1,348,311

 

-

 

-

 

-

Disposal

 

-

 

(468,337)

 

(310,025)

 

-

 

(778,362)

 

-

 

-

 

-

Return of capital

 

-

 

(22,954)

 

-

 

-

 

(22,954)

 

-

 

-

 

-

Transfer to Level 3

 

-

 

22,050

 

-

 

-

 

22,050

 

-

 

-

 

-

Transfer out of Level 3

 

-

 

(442,138)

 

-

 

-

 

(442,138)

 

-

 

-

 

-

Exchange effect

 

-

 

19,551

 

51,564

 

18,674

 

89,789

 

-

 

-

 

-

As of December 31, 2018

 

$-

 

$3,077,691

 

$2,971,528

 

$1,849,788

 

$7,899,007

 

$3,235,174

 

$184,026

 

$3,419,200

 

 

 

Financial assets at fair value through profit or loss

 

Available-for-sale financial assets

 

 

Option

 

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)

 

31,605

 

(240,037)

 

(64,515)

 

(14,364)

 

(318,916)

Recognized in other comprehensive (loss) income

 

-

 

(551,004)

 

26,269

 

(32,081)

 

(556,816)

Acquisition

 

-

 

170,457

 

266,992

 

429,627

 

867,076

Disposal

 

-

 

(244,970)

 

-

 

-

 

(244,970)

Return of Capital

 

-

 

-

 

(6,369)

 

-

 

(6,369)

Transfer to Level 3

 

-

 

87,830

 

-

 

342,832

 

430,662

Transfer out of Level 3

 

-

 

(181,637)

 

-

 

-

 

(181,637)

Exchange effect

 

-

 

(34,072)

 

(47,264)

 

(64,193)

 

(145,529)

As of December 31, 2017

 

$31,605

 

$6,694,319

 

$1,117,409

 

$1,865,410

 

$9,677,138

100


 

 

 

 

Recognized as part of profit (loss) above, the profit (loss) from financial assets still held by the Company as of December 31, 2018 and 2017 was NT$(203) million and NT$(286) million, respectively.

 

Recognized as part of other comprehensive income (loss) above, the income (loss)  from financial assets still held by the Company as of December 31, 2018 and 2017 was NT$(165) million and NT$(530) 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.

 

Significant unobservable inputs of fair value measurement in Level 3 fair value hierarchy were as follow:

 

As of December 31, 2018

Category of equity securities

 

Valuation technique

 

Significant unobservable inputs

 

Quantitative information

 

Interrelationship between inputs and fair value

 

Sensitivity analysis of interrelationship between inputs and fair value

Unlisted stock

 

Market Approach

 

Discount for lack of marketability

 

15%~50%

 

The greater degree of lack of marketability, the lower the estimated fair value is determined.

 

A change of 5% in the discount for lack of marketability of the aforementioned fair values of unlisted stocks could decrease/increase the Company’s profit or loss and other comprehensive income (loss) for the year ended December 31,  2018 by NT$309 million and by NT$241 million, respectively.

101


 

 

As of December 31, 2017

Category of equity securities

 

Valuation technique

 

Significant unobservable inputs

 

Quantitative information

 

Interrelationship between inputs and fair value

 

Sensitivity analysis of interrelationship between inputs and fair value

Unlisted stock

 

Market Approach

 

Discount for lack of marketability

 

20%~50%

 

The greater degree of lack of marketability, the lower the estimated fair value is determined.

 

A change of 5% in the discount for lack of marketability of the aforementioned fair values of unlisted stocks could decrease/increase the Company’s other comprehensive income (loss) for the year ended December 31, 2017 by NT$401 million.

b.  Assets and liabilities not recorded at fair value 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, receivables, refundable deposits, other financial assets-current, short-term loans, payables and guarantee deposits approximate their carrying amount due to their maturities within one year.

As of December 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)

 

$41,714,368

$23,929,019

 

$17,785,349

 

$-

 

$41,378,182

Long-term loans (current portion included)

 

30,826,215

-

 

30,826,215

 

-

 

30,826,215

102


 

 

 

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

 

(8)   Significant financial assets and liabilities denominated in foreign currencies

 

 

 

As of December 31,

 

2018

 

2017

 

Foreign Currency (thousand)

 

Exchange Rate

 

NTD (thousand)

 

Foreign Currency (thousand)

 

Exchange  Rate

 

NTD (thousand)

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

 

 

 

 

 

USD

$1,536,283

 

30.67

 

$47,117,775

 

$1,703,079

 

29.72

 

$50,609,425

JPY

19,954,240

 

0.2764

 

5,515,352

 

5,914,143

 

0.2627

 

1,553,244

EUR

2,669

 

35.01

 

93,450

 

2,818

 

35.27

 

99,394

SGD

34,325

 

22.41

 

769,217

 

29,696

 

22.22

 

659,865

RMB

4,089,229

 

4.45

 

18,184,800

 

2,499,747

 

4.55

 

11,368,839

Non-Monetary items

 

 

 

 

 

 

 

 

 

 

 

USD

215,146

 

30.67

 

6,598,528

 

154,761

 

29.73

 

4,601,061

JPY

8,466,263

 

0.2764

 

2,340,075

 

9,150,629

 

0.2627

 

2,403,870

SGD

8,212

 

22.41

 

184,025

 

-

 

-

 

-

RMB

49,506

 

4.45

 

220,152

 

-

 

-

 

-

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

 

 

 

 

 

USD

322,705

 

30.77

 

9,929,626

 

576,458

 

29.83

 

17,195,765

JPY

3,875,144

 

0.2805

 

1,086,978

 

3,252,323

 

0.2668

 

867,720

EUR

13,721

 

35.41

 

485,880

 

3,696

 

35.84

 

132,475

SGD

39,650

 

22.59

 

895,677

 

32,498

 

22.40

 

727,952

RMB

14,332,554

 

4.50

 

64,453,497

 

15,618,686

 

4.60

 

71,814,722

The exchange gain or loss from monetary financial assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

USD

 

 

 

 

635,992

 

 

 

 

 

(751,616)

JPY

 

 

 

 

39,116

 

 

 

 

 

44,587

EUR

 

 

 

 

8,133

 

 

 

 

 

1,816

SGD

 

 

 

 

4,473

 

 

 

 

 

15,703

RMB

 

 

 

 

(1,044,912)

 

 

 

 

 

2,255,067

Other

 

 

 

 

205

 

 

 

 

 

348

 

103


 

 

(9)   Significant intercompany transactions among consolidated entities for years ended December 31, 2018 and 2017 are disclosed in Attachment 1.

 

(10) 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 December 31, 2018 and 2017 were as follows:

 

 

 

As of December 31,

 

 

2018

 

2017

Total liabilities

 

$158,068,415

 

$180,061,578

Less: Cash and cash equivalents

 

(83,661,739)

 

(81,674,572)

Net debt

 

74,406,676

 

98,387,006

Total equity

 

206,536,491

 

214,037,584

Total capital

 

$280,943,167

 

$312,424,590

Debt to capital ratios

 

26.48%

 

31.49%

104


 

 

13.  ADDITIONAL DISCLOSURES

 

(1)   The following are additional disclosures for the Company and its affiliates as required by the R.O.C. Securities and Futures Bureau:

 

a.  Financing provided to others for the year ended December 31, 2018: Please refer to Attachment 2.

 

b.  Endorsement/Guarantee provided to others for the year ended December 31, 2018: Please refer to Attachment 3.

 

c.  Securities held as of December 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 year ended December 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 year ended December 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 year ended December 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 year ended December 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 December 31, 2018: Please refer to Attachment 9.

 

i.   Names, locations and related information of investees as of December 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.

105


 

 

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, Attachment 5 and Attachment 8.

 

14.  OPERATING SEGMENT INFORMATION

 

(1)      The Company determined its operating segments based on business activities with discrete financial information regularly reported through the Company’s internal reporting protocols to the Company’s chief operating decision maker.  The Company is organized into business units based on its products and services.  As of December 31, 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 years ended December 31, 2018 and 2017 were as follows:

 

 

 

For the year ended December 31, 2018

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination

 

Consolidated

Net revenue from external customers

 

$151,023,932

 

$228,639

 

$151,252,571

 

$-

 

$151,252,571

Net revenue from sales among intersegments

 

-

 

19,290

 

19,290

 

(19,290)

 

-

Segment net income (loss), net of tax

 

2,688,331

 

(602,809)

 

2,085,522

 

557,530

 

2,643,052

Capital expenditure

 

19,589,770

 

305

 

19,590,075

 

-

 

19,590,075

Depreciation

 

49,777,242

 

171,347

 

49,948,589

 

-

 

49,948,589

Share of profit or loss of associates and joint ventures

 

(1,201,986)

 

(23,245)

 

(1,225,231)

 

557,530

 

(667,701)

Income tax expense (benefit)

 

(456,058)

 

(2,595)

 

(458,653)

 

-

 

(458,653)

106


 

 

 

 

For the year ended December 31, 2017

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination

 

Consolidated

Net revenue from external customers

 

$148,939,836

 

$344,870

 

$149,284,706

 

$-

 

$149,284,706

Net revenue from sales among intersegments

 

-

 

13,600

 

13,600

 

(13,600)

 

-

Segment net income (loss), net of tax

 

6,728,620

 

(665,895)

 

6,062,725

 

568,540

 

6,631,265

Capital expenditure

 

44,229,488

 

6,788

 

44,236,276

 

-

 

44,236,276

Depreciation

 

50,737,240

 

227,880

 

50,965,120

 

-

 

50,965,120

Share of profit or loss of associates and joint ventures

 

(258,959)

 

(32,619)

 

(291,578)

 

568,540

 

276,962

Income tax expense (benefit)

 

1,167,154

 

3

 

1,167,157

 

-

 

1,167,157

 

 

 

As of December 31, 2018

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination (Note)

 

Consolidated

Segment assets

 

$363,529,040

 

$1,263,368

 

$364,792,408

 

$(187,502)

 

$364,604,906

Segment liabilities

 

$157,000,054

 

$1,068,722

 

$158,068,776

 

$(361)

 

$158,068,415

 

 

 

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

 

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.

107


 

 

(2)   Geographic non-current assets information

 

 

 

As of December 31,

 

 

2018

 

2017

Taiwan

 

$90,046,190

 

$114,047,141

Singapore

 

16,881,746

 

18,501,088

China (includes Hong Kong)

 

73,627,957

 

80,180,759

USA

 

31,919

 

29,866

Europe

 

155,489

 

165,590

Others

 

232

 

60

Total

 

$180,743,533

 

$212,924,504

 

Non-current assets include property, plant and equipment, intangible assets, prepayment for equipment and other noncurrent assets.

 

(3)   Major customers

 

Individual customers accounting for at least 10% of net sales for the years ended December 31, 2018 and 2017 were as follows:

 

 

 

For the years ended

December 31,

 

 

2018

 

2017

Customer A from wafer fabrication segment

 

$15,357,470

 

$15,632,722

 

108


 
 

ATTACHMENT 1 (Significant intercompany transactions between consolidated entities)

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

                             

For the year ended December 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

 

$57,107,585

 

Net 60 days

 

38%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP (USA)

 

1

 

Accounts receivable

 

7,312,272

 

-

 

2%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Sales

 

4,159,637

 

Net 60 days

 

3%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Accounts receivable

 

905,048

 

-

 

0%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

1

 

Sales

 

1,356,567
(Note 5)

 

Net 30 days

 

1%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

1

 

Accounts receivable

 

48,163

 

-

 

0%

1

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

UMC GROUP (USA)

 

3

 

Sales

 

698,988

 

Net 60 days

 

0%

1

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

UMC GROUP (USA)

 

3

 

Accounts receivable

 

120,678

 

-

 

0%

2

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

UMC GROUP (USA)

 

3

 

Sales

 

307,471

 

Net 60 days

 

0%

2

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

UMC GROUP (USA)

 

3

 

Accounts receivable

 

35,161

 

-

 

0%

2

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

UMC GROUP JAPAN

 

3

 

Sales

 

272,218

 

Net 60 days

 

0%

2

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

UMC GROUP JAPAN

 

3

 

Accounts receivable

 

61,971

 

-

 

0%

                             

For the year ended December 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

 

$59,968,172

 

Net 60 days

 

40%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP (USA)

 

1

 

Accounts receivable

 

6,737,723

 

-

 

2%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Sales

 

4,212,523

 

Net 60 days

 

3%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Accounts receivable

 

659,488

 

-

 

0%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

1

 

Sales

 

998,899
(Note 5)

 

Net 30 days

 

1%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

1

 

Accounts receivable

 

4,790,930

 

-

 

1%

1

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

UMC GROUP (USA)

 

3

 

Sales

 

214,147

 

Net 60 days

 

0%

1

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

UMC GROUP (USA)

 

3

 

Accounts receivable

 

35,498

 

-

 

0%

1

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

UMC GROUP JAPAN

 

3

 

Sales

 

223,740

 

Net 60 days

 

0%

1

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

UMC GROUP JAPAN

 

3

 

Accounts receivable

 

43,332

 

-

 

0%

2

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

UMC GROUP (USA)

 

3

 

Sales

 

241,220

 

Net 60 days

 

0%

2

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

UMC GROUP (USA)

 

3

 

Accounts receivable

 

141,272

 

-

 

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.

 

 

109


 
 

ATTACHMENT 2 (Financing provided to others for the year ended December 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

 

$10,182,440

 

$6,134,000

 

$-

 

2.05%~2.61%

 

The need for short-term financing

 

$-

 

Business turnover

 

$-

 

None

 

$-

 

$20,606,972

 

$82,427,889

                                                                 

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

 

$2,399

 

$2,399

 

$2,399

 

9.00%

 

Needs for operation

 

$2,399

 

-

 

$2,399

 

None

 

$-

 

$2,399

 

$32,659

                                                                 

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 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 shall not exceed 10% 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.

 

110


 
 

ATTACHMENT 3 (Endorsement/Guarantee provided to others for the year ended December 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

 

$92,731,375

 

$2,448,000

 

$2,448,000
(Note 5)

 

$747,900
(Note 5)

 

 $-  

 

1.19%

 

$92,731,375

0

 

UNITED MICROELECTRONICS
CORPORATION

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

3

 

92,731,375

 

15,427,010

 

 15,427,010
(Note 6)

 

 14,766,115
(Note 6)

 

-  

 

7.49%

 

92,731,375

0

 

UNITED MICROELECTRONICS
CORPORATION

 

SOCIALNEX ITALIA 1 S.R.L.

 

3

 

92,731,375

 

  19,917

 

 -
(Note 7)

 

 -
(Note 7)

 

-  

 

  -  

 

92,731,375

                                         

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

 

$10,202,022

 

$9,020,588

 

$9,020,588

 

$4,219,276

 

 $-  

 

39.79%

 

$10,202,022

                                         

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 with which it does business.

2. A company in which the public company directly and indirectly holds more than 50% of the voting shares.

3. A company that directly and indirectly holds more than 50 % of the voting shares in the public company.

4. A company in which the public company holds, directly or indirectly, 90% or more of the voting shares.

5. A company that fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.

6. A company that all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages.

7. Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

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 December 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.

On December 12, 2018, the board of directors resolved to increase the endorsement amounted to NT$748 million. Total endorsement amount is up to NT$2,448 million.

As of December 31, 2018, actual amount provided was NT$748 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, on October 24, 2018, the board of directors resolved to increase the endorsement amounted to USD 41 million. Total endorsement amount is up to USD 503 million.

As of  December 31, 2018, actual amount provided was NT$14,766 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.

The guarantee to SOCIALNEX ITALIA 1 S.R.L. ended in August , 2018.

Note 8:

Limit of total endorsed/guaranteed amount shall not exceed 45% of HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.'s net assets value as of  December 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  December 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.

 

111


 
 

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

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

                                 

UNITED MICROELECTRONICS CORPORATION

 
               

December 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

 

$110,547

 

6.56

 

$110,547

 

None

Fund

 

MILLERFUL NO.1 REAL ESTATE INVESTMENT TRUST

 

-

 

Financial assets at fair value through profit or loss, current

 

18,000

 

180,900

 

1.70

 

180,900

 

None

Stock

 

PIXART IMAGING, INC.

 

-

 

Financial assets at fair value through profit or loss, current

 

1,600

 

139,840

 

1.18

 

139,840

 

None

Stock

 

KING YUAN ELECTRONICS CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, current

 

2,675

 

62,194

 

0.22

 

62,194

 

None

Stock

 

PIXTECH, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

9,883

 

  -

 

17.63

 

   -

 

None

Stock

 

UNITED FU SHEN CHEN TECHNOLOGY CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

17,511

 

  -

 

15.75

 

   -

 

None

Stock

 

HOLTEK SEMICONDUCTOR INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

24,644

 

1,436,760

 

10.90

 

1,436,760

 

None

Stock

 

OCTTASIA INVESTMENT HOLDING INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

6,692

 

238,077

 

9.29

 

238,077

 

None

Stock

 

UNITED INDUSTRIAL GASES CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

16,680

 

1,206,192

 

7.66

 

1,206,192

 

None

Stock

 

AMIC TECHNOLOGY CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

5,627

 

  -

 

4.71

 

   -

 

None

Stock

 

SUBTRON TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

12,521

 

124,581

 

4.38

 

124,581

 

None

Stock

 

KING YUAN ELECTRONICS CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

20,483

 

476,222

 

1.68

 

476,222

 

None

Stock

 

EPISTAR CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

10,715

 

274,304

 

0.98

 

274,304

 

None

Stock

 

TOPOINT TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,184

 

21,188

 

0.82

 

21,188

 

None

Stock

 

PROMOS TECHNOLOGIES INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

324

 

  -

 

0.72

 

   -

 

None

Stock-Preferred stock

 

TONBU, INC.  

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

938

 

  -

 

  -

 

   -

 

None

Stock-Preferred stock

 

AETAS TECHNOLOGY INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,166

 

  -

 

  -

 

   -

 

None

Stock-Preferred stock

 

TA SHEE GOLF & COUNTRY CLUB

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

0

 

26,700

 

  -

 

26,700

 

None

Stock

 

SILICON INTEGRATED SYSTEMS CORP.

 

The Company's director

 

Financial assets at fair value through other comprehensive income, noncurrent

 

110,356

 

1,032,930

 

20.54

 

1,032,930

 

None

Stock

 

UNIMICRON HOLDING LIMITED

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

20,000

 

561,261

 

17.00

 

561,261

 

None

Stock

 

MIE FUJITSU SEMICONDUCTOR LIMITED

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

18,447

 

2,220,103

 

15.87

 

2,220,103

 

None

Stock

 

UNIMICRON TECHNOLOGY CORP.

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

196,136

 

4,373,833

 

13.03

 

4,373,833

 

None

Stock

 

ITE TECH. INC.

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

13,960

 

424,383

 

8.66

 

424,383

 

None

Stock

 

NOVATEK MICROELECTRONICS CORP.

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

16,445

 

2,335,131

 

2.70

 

2,335,131

 

None

Stock-Preferred stock

 

MTIC HOLDINGS PTE. LTD.

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

12,000

 

184,026

 

  -

 

184,026

 

None

Stock

 

WAVETEK MICROELECTRONICS CORPORATION

 

Subsidiary

 

Prepayment of investment

 

13,294

 

132,937

 

 -

 

 N/A

 

None

 

 

112


 
 

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

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

                                 

FORTUNE VENTURE CAPITAL CORP.

                                 
               

December 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 or loss, noncurrent

 

1,782

 

$6,146

 

19.65

 

$6,146

 

None

Stock

 

SOLARGATE TECHNOLOGY CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

957

 

-

 

15.94

 

-

 

None

Stock

 

TRONC-E CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,800

 

2,952

 

15.93

 

2,952

 

None

Stock

 

CENTERA PHOTONICS INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,500

 

7,025

 

11.11

 

7,025

 

None

Stock

 

EVERGLORY RESOURCE TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,500

 

18,250

 

10.23

 

18,250

 

None

Stock

 

ADVANCE MATERIALS CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

10,719

 

55,523

 

8.67

 

55,523

 

None

Stock

 

MONTJADE ENGINEERING CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,800

 

  27,000

 

8.18

 

  27,000

 

None

Stock

 

WIN WIN PRECISION TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

3,150

 

  42,052

 

6.93

 

  42,052

 

None

Stock

 

RISELINK VENTURE CAPITAL CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,754

 

13,668

 

6.67

 

13,668

 

None

Stock

 

ACT GENOMICS HOLDINGS CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

4,600

 

122,741

 

5.50

 

122,741

 

None

Stock

 

LICO TECHNOLOGY CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

6,609

 

-

 

5.32

 

-

 

None

Stock

 

ACTI CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,968

 

15,939

 

5.31

 

15,939

 

None

Stock

 

TAIWAN AULISA MEDICAL DEVICES TECHNOLOGIES, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

800

 

9,552

 

4.97

 

9,552

 

None

Stock

 

WALTOP INTERNATIONAL CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

654

 

1,432

 

4.43

 

1,432

 

None

Stock

 

MERIDIGEN BIOTECH CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

3,838

 

115,133

 

4.22

 

115,133

 

None

Stock

 

EXCELLENCE OPTOELECTRONICS INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

   6,374

 

111,862

 

3.72

 

111,862

 

None

Stock

 

SOLID STATE SYSTEM CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

3,000

 

59,250

 

3.71

 

59,250

 

None

Stock

 

SUBTRON TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

10,059

 

   100,085

 

3.52

 

   100,085

 

None

Stock

 

ANIMATION TECHNOLOGIES INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

265

 

  -

 

3.16

 

-  

 

None

Stock

 

TOPOINT TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

4,416

 

79,049

 

3.08

 

79,049

 

None

Stock

 

MOBILE DEVICES INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

261

 

   -  

 

1.96

 

-  

 

None

Stock

 

WIESON TECHNOLOGIES CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,141

 

4,564

 

1.71

 

4,564

 

None

Stock

 

ALL-STARS XMI LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

3

 

   117,111

 

1.37

 

   117,111

 

None

Stock

 

CRYSTALWISE TECHNOLOGY INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,114

 

  25,362

 

1.29

 

  25,362

 

None

Stock

 

NORATECH PHARMACEUTICALS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,000

 

  15,970

 

0.95

 

  15,970

 

None

 

 

113


 
 

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

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

                                 

FORTUNE VENTURE CAPITAL CORP.

 
               

December 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

 

TAIWANJ PHARMACEUTICALS CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

582

 

$3,917

 

0.85

 

$3,917

 

None

Stock

 

POWERTEC ENERGY CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

9,930

 

58,089

 

0.75

 

58,089

 

None

Stock

 

PRIMESENSOR TECHNOLOGY INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

   434

 

430

 

0.71

 

430

 

None

Stock

 

FUSHENG PRECISION CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

700

 

   111,650

 

0.59

 

   111,650

 

None

Stock

 

QUASER MACHINE TOOLS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

200

 

9,980

 

0.50

 

9,980

 

None

Stock

 

FORTEMEDIA, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

21

 

  1

 

0.02

 

  1

 

None

Fund

 

TRANSLINK CAPITAL PARTNERS IV, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

  -

 

41,936

 

3.90

 

  41,936

 

None

Fund

 

VERTEX V (C.I.) FUND L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

-

 

23,002

 

1.89

 

23,002

 

None

Stock-Preferred Stock

 

EJOULE INTERNATIONAL LIMITED

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

23,909

 

184,020

 

  -

 

184,020

 

None

Stock-Preferred Stock

 

FLOADIA CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2

 

83,180

 

  -

 

83,180

 

None

Stock-Preferred Stock

 

CEREBREX, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1

 

36,793

 

  -

 

36,793

 

None

Stock-Preferred Stock

 

FORTEMEDIA, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

311

 

266

 

  -

 

266

 

None

Convertible bonds

 

JIH LIN TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

100

 

9,950

 

-

 

9,950

 

None

Stock

 

SHIN-ETSU HANDOTAI TAIWAN CO., LTD.

 

-

 

Financial assets at fair value through other comprehensive income, noncurrent

 

10,500

 

453,810

 

7.00

 

453,810

 

None

Stock

 

UNITED MICROELECTRONICS CORP.

 

Parent company

 

Financial assets at fair value through other comprehensive income, noncurrent

 

16,079

 

180,886

 

0.13

 

180,886

 

None

                                 

TLC CAPITAL CO., LTD.

 
               

December 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

 

EVERYI CAPITAL ASIA FUND, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

  -

 

$122,882

 

18.18

 

$122,882

 

None

Stock

 

WINKING ENTERTAINMENT LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

6,433

 

197,286

 

17.53

 

197,286

 

None

Stock

 

BEAUTY ESSENTIALS INTERNATIONAL LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

150,500

 

107,701

 

13.99

 

107,701

 

None

Fund

 

OAK HILL OPPORTUNITIES FUND, SEGREGATED PORTFOLIO

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

9

 

263,173

 

   9.00

 

263,173

 

None

Stock

 

ACTI CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,252

 

18,238

 

6.08

 

18,238

 

None

Stock

 

EXCELLENCE OPTOELECTRONICS INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

8,529

 

149,686

 

4.98

 

149,686

 

None

Stock

 

EVERGLORY RESOURCE TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,200

 

8,760

 

4.91

 

8,760

 

None

Stock

 

ADVANCE MATERIALS CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

5,435

 

28,152

 

4.39

 

28,152

 

None

 

 

114


 
 

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

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

                                     

TLC CAPITAL CO., LTD.

 
               

December 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

 

TRANSLINK CAPITAL PARTNERS III, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

  -

   

$167,417

 

4.24

   

$167,417

 

None

Stock

 

SUNDIA MEDITECH GROUP

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

779

   

12,703

 

3.23

   

12,703

 

None

Stock

 

WIESON TECHNOLOGIES CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,829

   

7,314

 

2.74

   

7,314

 

None

Fund

 

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

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

  -

   

8,889

 

2.67

   

8,889

 

None

Stock

 

ALL-STARS XMI LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2

   

100,381

 

1.17

   

100,381

 

None

Stock

 

SIMPLO TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,422

   

295,876

 

0.77

   

295,876

 

None

Stock

 

TXC CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,978

   

64,087

 

0.64

   

64,087

 

None

Stock

 

POWERTEC ENERGY CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

6,470

   

  37,849

 

   0.49

   

  37,849

 

None

Convertible bonds

 

DAFENG TV LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,700

   

   177,650

 

  -

   

   177,650

 

None

Stock-Preferred stock

 

YOUJIA GROUP LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,685

   

44,483

 

  -

   

44,483

 

None

Stock-Preferred stock

 

ALO7 LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,377

   

   225,953

 

  -

   

   225,953

 

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

 

HIGHLANDER FINANCIAL GROUP CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

26,499

   

184,522

 

  -

   

184,522

 

None

Stock-Preferred stock

 

X2 POWER TECHNOLOGIES LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

35,819

   

109,754

 

  -

   

109,754

 

None

Stock-Preferred stock

 

GAME VIDEO LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

279

   

93,930

 

  -

   

93,930

 

None

Stock-Preferred stock

 

CLOUD MOMENT (CAYMAN) INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

359

   

17,109

 

  -

   

17,109

 

None

Stock-Preferred stock

 

PLAYNITRIDE INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,739

   

124,754

 

  -

   

124,754

 

None

Stock-Preferred stock

 

EJOULE INTERNATIONAL LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

35,863

   

276,030

 

  -

   

276,030

 

None

Stock-Preferred stock

 

TURNING POINT LASERS LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,000

   

61,340

 

  -

   

61,340

 

None

                                     

UMC CAPITAL CORP.

                                     
               

December 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

834

 

  -

 

USD

834

 

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

584

 

  -

 

USD

584

 

None

 

 

115


 
 

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

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

                                     

UMC CAPITAL CORP.

                                     
               

December 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)

Capital

 

TRANSLINK MANAGEMENT III, L.L.C.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

  -

 

USD

615

 

14.33

 

USD

615

 

None

Fund

 

TRANSLINK CAPITAL PARTNERS IV, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

  -

 

USD

4,102

 

11.70

 

USD

4,102

 

None

Fund

 

TRANSLINK CAPITAL PARTNERS III, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

  -

 

USD

14,759

 

11.47

 

USD

14,759

 

None

Stock

 

OCTTASIA INVESTMENT HOLDING INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

7,035

 

USD

8,161

 

   9.76

 

USD

8,161

 

None

Stock

 

ALL-STARS SP IV LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

7

 

USD

7,261

 

   5.03

 

USD

7,261

 

None

Fund

 

TRANSLINK CAPITAL PARTNERS II, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

  -

 

USD

1,903

 

   4.53

 

USD

1,903

 

None

Fund

 

OAK HILL OPPORTUNITIES FUND, SEGREGATED PORTFOLIO

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

4

 

USD

3,814

 

   4.00

 

USD

3,814

 

None

Fund

 

SIERRA VENTURES XI, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

  -

 

USD

1,997

 

1.76

 

USD

1,997

 

None

Fund

 

STORM VENTURES FUND V, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

  -

 

USD

2,708

 

1.69

 

USD

2,708

 

None

Stock

 

ALL-STARS XMI LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

3

 

USD

3,818

 

   1.37

 

USD

3,818

 

None

Stock

 

ACHIEVE MADE INTERNATIONAL LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

80

 

USD

27

 

   0.57

 

USD

27

 

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

3,169

 

  -

 

USD

3,169

 

None

Stock-Preferred stock

 

CNEX LABS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

3,052

 

USD

10,154

 

  -

 

USD

10,154

 

None

Stock-Preferred stock

 

GLYMPSE, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,349

 

USD

1,570

 

  -

 

USD

1,570

 

None

Stock-Preferred stock

 

ATSCALE, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

7,683

 

USD

7,559

 

  -

 

USD

7,559

 

None

Stock-Preferred stock

 

SENSIFREE LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

   276

 

USD

149

 

  -

 

USD

149

 

None

Stock-Preferred stock

 

APPIER HOLDINGS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

52

 

USD

1,808

 

  -

 

USD

1,808

 

None

Stock-Preferred stock

 

DCARD HOLDINGS LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

27,819

 

USD

3,857

 

  -

 

USD

3,857

 

None

Stock-Preferred stock

 

NEXTINPUT, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

   3,866

 

USD

1,164

 

  -

 

USD

1,164

 

None

Stock-Preferred stock

 

SHOCARD, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

517

 

USD

453

 

  -

 

USD

453

 

None

Stock-Preferred stock

 

GCT SEMICONDUCTOR, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

175

 

USD

23

 

  -

 

USD

23

 

None

Stock-Preferred stock

 

FORTEMEDIA, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

12,241

 

USD

2,740

 

  -

 

USD

2,740

 

None

Stock-Preferred stock

 

SIFOTONICS TECHNOLOGIES CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

3,500

 

USD

6,053

 

  -

 

USD

6,053

 

None

Stock-Preferred stock

 

NEVO ENERGY, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

4,980

   

  -

 

  -

   

   -

 

None

 

116


 
 

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

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

                                     

UMC CAPITAL CORP.

                                     
               

December 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

 

TRILLIANT HOLDINGS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

4,000

 

USD

5,633

 

  -

 

USD

5,633

 

None

Stock-Preferred stock

 

SWIFTSTACK, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

2,855

 

USD

1,033

 

  -

 

USD

1,033

 

None

Stock-Preferred stock

 

NEXENTA SYSTEMS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

6,555

 

USD

159

 

  -

 

USD

159

 

None

Stock-Preferred stock

 

CLOUDWORDS, INC.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

9,461

 

USD

4,342

 

  -

 

USD

4,342

 

None

Stock-Preferred stock

 

ZYLOGIC SEMICONDUCTOR CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

   750

   

  -

 

  -

   

   -

 

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

                                     

TERA ENERGY DEVELOPMENT CO., LTD.

               

December 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

   

$5,985

 

1.18

   

$5,985

 

None

                                     

NEXPOWER TECHNOLOGY CORP.

               

December 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

               

December 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 GLOBAL VENTURES FUND I, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

 -

   

$82,182

 

11.13

   

$82,182

 

None

Fund

 

SPARKLABS KOREA FUND II, L.P.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

 -

   

35,738

 

8.09

   

35,738

 

None

                                     

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

               

December 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

 

LANHOR FUND

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

 -

 

RMB

49,506

 

9.71

 

RMB

49,506

 

None

 

 

117


 
 

ATTACHMENT 5 (Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 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

 

   557,000

 

$16,689,894

 

  -  

 

$- 

 

$- 

 

$- 

 

  977,000

 

$17,150,726
(Note 2)

Stock

 

TRIKNIGHT CAPITAL CORPORATION

 

Investments accounted for under the equity method

 

Purchase of newly issued shares

 

Associate

 

   84,000

 

894,809

 

  84,000

 

   840,000

 

  -  

 

  -

 

  -

 

  -

 

  168,000

 

1,520,575
(Note 3)

                                                                 

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 $(5,570,897) thousand, retained earnings adjustment under equity method of $(2,155,223) thousand and exchange differences on translation of foreign operations adjustment under equity method of $(1,056,121) thousand.

Note 3 : The ending balance includes share of loss of associates and joint ventures of $(200,234) thousand,and cash dividends $(14,000) thousand.

                                                                 

FORTUNE VENTURE CAPITAL CORP.

                                                                 

Type of securities

 

Name of the securities

 

Financial statement account

 

Counter-party

 

 Relationship

 

Beginning balance

 

Addition(Note 3)

 

Disposal

 

Ending balance

         

Units (thousand)/  bonds/
shares (thousand)

 

Amount
(Note 1)

 

Units (thousand)/  bonds/
shares (thousand)

 

Amount

 

Units (thousand)/  bonds/
shares (thousand)

 

Amount

 

Cost
(Note 2)  

 

Gain (Loss)
from disposal

 

Units (thousand)/  bonds/
shares (thousand)

 

Amount
(Note 1)

Stock

 

MOTECH INDUSTRIES, INC.

 

Financial assets at fair value through profit or loss, noncurrent

 

Open market

 

-

 

  -  

 

$-

 

  21,998

 

$338,776

 

   21,998

 

$300,414

 

$338,776

 

$(38,362)

 

   -  

 

$-

                                                                 

Note 1 : The amounts of beginning and ending balances of financial assets at fair value through profit or loss, noncurrent are recorded at the prevailing market prices.

Note 2 : The disposal cost represents historical cost.

Note 3 : As of July 1, 2018, UMC NEW BUSINESS INVESTMENT CORP. was merged with FORTUNE VENTURE CAPITAL CORP. (FORTUNE) and FORTUNE is the surviving company. FORTUNE get the stock of MOTECH  INDUSTRIES, INC. from merging.

                                                                 

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

 

   564,000

 

$16,896,828

 

  -  

 

$- 

 

$- 

 

$- 

 

  974,050

 

$17,123,928
(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 $(5,570,480) thousand, retained earnings adjustment under equity method of $(2,155,223) thousand and exchange differences on translation of  foreign operations adjustment under equity method of $(1,056,121) 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

 

-  

 

$16,825,071

 

  -  

 

$- 

 

$- 

 

$- 

 

   -  

 

$16,843,287
(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 $(5,578,287) thousand, retained earnings adjustment under equity method of $(2,155,223) thousand and exchange differences on translation of foreign operations adjustment under equity method of $(1,056,121) thousand.

 

 

 

118


 
 

ATTACHMENT 6 (Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 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

                                               
                                                 

 

 

119


 
 

ATTACHMENT 7 (Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 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

                                           
                                             
                                             
                                             

 

 

120


 
 

ATTACHMENT 8 ( Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of capital stock for the year ended December 31, 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

   

$57,107,585

 

43

%

 

Net 60 days

 

N/A

 

N/A

   

$7,312,272

   

33

%

   

UMC GROUP JAPAN

 

Subsidiary

 

Sales

   

  4,159,637

 

3

%

 

Net 60 days

 

N/A

 

N/A

   

  905,048

   

4

%

   

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

Subsidiary

 

Sales

   

  1,356,567

 

1

%

 

Net 30 days

 

N/A

 

N/A

   

48,163

   

0

%

   

FARADAY TECHNOLOGY CORPORATION

 

Associate

 

Sales

   

  861,160

 

1

%

 

Month-end 60 days

 

N/A

 

N/A

   

85,878

   

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

  1,847,007

 

98

%

 

Net 60 days

 

N/A

 

N/A

 

USD

238,452

   

98

%

   

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

Associate

 

Purchases

 

USD

21,006

 

1

%

 

Net 60 days

 

N/A

 

N/A

 

USD

3,954

   

2

%

   

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

Associate

 

Purchases

 

USD

10,180

 

1

%

 

Net 60 days

 

N/A

 

N/A

 

USD

1,152

   

0

%

   
                                                   

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

14,439,961

 

94

%

 

Net 60 days

 

N/A

 

N/A

 

JPY

3,272,967

   

94

%

   

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

Associate

 

Purchases

 

JPY

956,518

 

6

%

 

Net 60 days

 

N/A

 

N/A

 

JPY

225,199

   

6

%

   
                                                   
                                                   

HEJIAN TECHNOLOGY (SUZHOU) 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

66,759

 

3

%

 

Net 60 days

 

N/A

 

N/A

 

RMB

7,907

   

2

%

   

FARADAY TECHNOLOGY CORPORATION

 

Associate

 

Sales

 

RMB

64,948

 

3

%

 

Net 45 days

 

N/A

 

N/A

 

RMB

   9,171

   

3

%

   

UMC GROUP JAPAN

 

Associate

 

Sales

 

RMB

59,269

 

3

%

 

Net 60 days

 

N/A

 

N/A

 

RMB

13,935

   

4

%

   
                                                   
                                                   

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

153,304

 

11

%

 

Net 60 days

 

N/A

 

N/A

 

RMB

27,137

   

13

%

   

 

 

121


 
 

ATTACHMENT 9 (Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of December 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

 

$-

   

$7,312,272

 

$1,069

   

$7,313,341

 

8.13

 

$-

 

Collection in
subsequent period

   

$7,313,341

 

$-

UMC GROUP JAPAN

 

Subsidiary

 

 -

   

  905,048

 

  3

   

   905,051

 

5.32

 

   193,111

 

Collection in
subsequent period

   

793,239

 

 -

                                               
                                               

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

                                               
       

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)

 

Associate

 

$-

 

RMB

27,137

 

$-

 

RMB

  27,137

 

5.27

 

$-

 

Collection in
subsequent period

 

RMB

7,868

 

$-

 

 

122


 
 

ATTACHMENT 10 (Names, locations and related information of investee companies as of December 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 December 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

 

$1,712,388

 

$51,023

 

$51,023

   

UNITED MICROELECTRONICS (EUROPE) B.V.

 

The Netherlands

 

Marketing support activities

 

USD

5,421

 

USD

5,421

 

9

 

100.00

 

142,532

 

2,749

 

2,749

   

UMC CAPITAL CORP.

 

Cayman Islands

 

Investment holding

 

USD

81,500

 

USD

81,500

 

71,663

 

100.00

 

3,496,187

 

(114,609)

 

(120,668)

   

GREEN EARTH LIMITED

 

Samoa

 

Investment holding

 

USD

977,000

 

USD

420,000

 

977,000

 

100.00

 

17,150,726

 

(5,570,897)

 

(5,570,897)

   

TLC CAPITAL CO., LTD.

 

Taipei City, Taiwan

 

Venture capital

   

4,610,000

   

5,450,000

 

387,600

 

100.00

 

4,246,675

 

(28,853)

 

(28,853)

   

UMC INVESTMENT (SAMOA) LIMITED

 

Samoa

 

Investment holding

 

USD

1,520

 

USD

1,520

 

1,520

 

100.00

 

42,908

 

532

 

532

   

FORTUNE VENTURE CAPITAL CORP.

 

Taipei City, Taiwan

 

Consulting and planning for venture capital

   

4,160,053

   

4,160,053

 

462,000

 

100.00

 

5,358,068

 

(196,483)

 

(207,925)

   

UMC GROUP JAPAN

 

Japan

 

IC Sales

 

JPY

60,000

 

JPY

60,000

 

1

 

100.00

 

45,187

 

43,056

 

43,056

   

UMC KOREA CO., LTD.

 

Korea

 

Marketing support activities

 

KRW

550,000

 

KRW

550,000

 

110

 

100.00

 

20,688

 

1,148

 

1,148

   

OMNI GLOBAL LIMITED

 

Samoa

 

Investment holding

 

USD

4,300

 

USD

4,300

 

4,300

 

100.00

 

572,512

 

42,683

 

42,683

   

SINO PARAGON LIMITED

 

Samoa

 

Investment holding

 

USD

2,600

 

USD

2,600

 

2,600

 

100.00

 

120,901

 

14,442

 

14,442

   

BEST ELITE INTERNATIONAL LIMITED

 

British Virgin Islands

 

Investment holding

 

USD

309,102

 

USD

309,102

 

664,966

 

100.00

 

23,090,363

 

376,114

 

366,937

   

WAVETEK MICROELECTRONICS CORPORATION

 

Hsinchu County, Taiwan

 

Sales and manufacturing of integrated circuits

   

1,707,482

   

   1,707,482

 

126,230

 

77.74

 

275,854

 

(308,322)

 

(239,687)

   

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

5,956,791

   

5,777,225

 

33,998

 

47.75

 

53,958

 

(351,503)

 

(160,342)

   

MTIC HOLDINGS PTE. LTD.

 

Singapore

 

Investment holding

 

SGD

12,000

 

SGD

12,000

 

12,000

 

45.44

 

3,026

 

(66,071)

 

189,070

   

UNITECH CAPITAL INC.

 

British Virgin Islands

 

Investment holding

 

USD

21,000

 

USD

21,000

 

21,000

 

42.00

 

568,005

 

(287,977)

 

(120,950)

   

TRIKNIGHT CAPITAL CORPORATION

 

Taipei City, Taiwan

 

Investment holding

   

1,680,000

   

840,000

 

168,000

 

40.00

 

1,520,575

 

(500,583)

 

(200,234)

   

HSUN CHIEH INVESTMENT CO., LTD.

 

Taipei City, Taiwan

 

Investment holding

   

336,241

   

336,241

 

168,973

 

36.49

 

3,419,430

 

(1,397,996)

 

(513,464)

   

YANN YUAN INVESTMENT CO., LTD.

 

Taipei City, Taiwan

 

Investment holding

   

2,300,000

   

2,300,000

 

46,000

 

30.87

 

2,642,543

 

278,496

 

85,978

   

FARADAY TECHNOLOGY CORPORATION

 

Hsinchu City, Taiwan

 

Design of application-specific integrated circuit

   

38,918

   

38,918

 

34,240

 

13.78

 

1,477,167

 

(417,599)

 

(57,528)

   

UMC NEW BUSINESS INVESTMENT CORP.

 

Taipei City, Taiwan

 

Investment holding

   

-

   

5,900,000

 

-

 

-

 

 

(218,697)

 

(218,697)

 

Note

 

Note:As of  July 1, 2018, UMC NEW BUSINESS INVESTMENT CORP. was merged with FORTUNE VENTURE CAPITAL CORP. (FORTUNE) and FORTUNE  is the surviving company.

 

 

123


 
 

ATTACHMENT 10 (Names, locations and related information of investee companies as of December 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 December 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

   

$100,752

   

$-

 

18,655

 

100.00

   

$81,648

   

$1,786

   

$(1,451)

 

Note 1

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

1,688,630

   

1,578,630

 

23,827

 

33.46

   

37,815

   

(351,503)

   

(121,932)

   

WINAICO IMMOBILIEN GMBH

 

Germany

 

Solar project

 

EUR

5,900

   

   -

 

5,900

 

32.78

   

-

   

(385,242)

   

 

Note 1

UNITED LED CORPORATION HONG KONG LIMITED

 

Hongkong

 

Investment holding

 

USD

22,500

   

   -

 

22,500

 

25.14

   

167,953

   

(180,315)

   

(22,086)

 

Note 1

CLIENTRON CORP.

 

Xinbei City, Taiwan

 

Thin client

   

283,439

   

308,580

 

14,247

 

22.39

   

249,762

   

88,246

   

17,718

   

WAVETEK MICROELECTRONICS CORPORATION

 

Hsinchu County, Taiwan

 

Sales and manufacturing of integrated circuits

   

8,856

   

8,856

 

1,194

 

0.73

   

4,468

   

(308,322)

   

(2,267)

   

UNISTARS CORPORATION

 

Hsinchu County, Taiwan

 

High brightness LED packages

   

  -

   

   -

 

  -

 

  -

   

-

   

(49,879)

   

(22,990)

 

Note 1, 2

 

Note 1 : As of July 1, 2018, UMC NEW BUSINESS INVESTMENT CORP. was merged with FORTUNE VENTURE CAPITAL CORP. (FORTUNE) and FORTUNE is the surviving company.

Note 2 : UNISTARS CORPORATION was disposed in December 2018.

                                                   

TLC CAPITAL CO., LTD.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of December 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

   

$14,199

   

$(1,904)

   

$(1,904)

   

YUNG LI INVESTMENTS, INC.

 

Taipei City, Taiwan

 

Investment holding

   

22,581

   

59,125

 

2,258

 

45.16

   

2,213

   

(6,784)

   

(3,064)

   

HSUN CHIEH CAPITAL CORP.

 

Samoa

 

Investment holding

 

USD

6,000

 

USD

6,000

 

6,000

 

30.00

   

161,319

   

(69,437)

   

(20,831)

   

VSENSE CO., LTD.

 

Taipei City, Taiwan

 

Medical devices, measuring equipment, reagents and consumables

   

95,916

   

  95,916

 

4,251

 

26.89

   

31,544

   

(24,693)

   

(7,000)

   

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

888,019

   

   828,019

 

8,645

 

12.14

   

13,721

   

(351,503)

   

(32,118)

   
                                                   

UMC CAPITAL CORP.

                                                   

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of December 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

546

 

USD

11

 

USD

11

   

TRANSLINK CAPITAL PARTNERS I, L.P.

 

Cayman Islands

 

Investment holding

 

USD

4,036

 

USD

4,036

 

 -

 

10.38

 

USD

3,927

 

USD

3,168

 

USD

263

   

 

 

124


 
 

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

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

                                             

UMC NEW BUSINESS INVESTMENT CORP.(Note)

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of December 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

 

   -  

 

-

 

$- 

 

$1,786

 

$3,237

   

UNISTARS CORPORATION

 

Hsinchu County, Taiwan

 

High brightness LED packages

   

  -

   

606,980

 

  -

 

-

 

 

(49,879)

 

(18,916)

   

WINAICO IMMOBILIEN GMBH

 

Germany

 

Solar project

   

  -

 

EUR

5,900

 

  -

 

-

 

 

(385,242)

 

   

UNITED LED CORPORATION HONG KONG LIMITED

 

Hongkong

 

Investment holding

   

  -

 

USD

22,500

 

  -

 

-

 

 

(180,315)

 

(23,244)

   

 

Note:As of  July 1, 2018, UMC NEW BUSINESS INVESTMENT CORP. was merged with FORTUNE VENTURE CAPITAL CORP. (FORTUNE) and FORTUNE  is the surviving company.

                                             

TERA ENERGY DEVELOPMENT CO., LTD.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of December 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

750

 

USD

1,092

 

750

 

100.00

 

$32,358

 

$2,987

 

$2,987

   

WINAICO SOLAR PROJEKT 1 GMBH

 

Germany

 

Solar project

 

EUR

1,120

 

EUR

1,120

 

1,120

 

50.00

 

 

(47,087)

 

   

WINAICO IMMOBILIEN GMBH

 

Germany

 

Solar project

 

EUR

2,160

 

EUR

2,160

 

2,160

 

12.00

 

 

(385,242)

 

   
                                             

WAVETEK MICROELECTRONICS CORPORATION

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of December 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

1,500

 

USD

1,200

 

1,500

 

100.00

 

$9,106

 

$(7,277)

 

$(7,277)

   
                                             

WAVETEK MICROELECTRONICS INVESTMENT (SAMOA) LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of December 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

 

$2,601

 

$194

 

$194

   
                                             

NEXPOWER TECHNOLOGY CORP.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of December 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

 

$125,356

 

$1,342

 

$1,342

   

 

 

125


 
 

ATTACHMENT 10 (Names, locations and related information of investee companies as of December 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 December 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

 

$23,013,970

 

$381,162

 

$381,162

   
                                             

INFOSHINE TECHNOLOGY LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of December 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

 

$23,013,970

 

$381,162

 

$381,162

   
                                             

OMNI GLOBAL LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of December 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

 

$30,881

 

$(29)

 

$(29)

   

UNITED MICROTECHNOLOGY CORPORATION (CALIFORNIA)

 

USA

 

Research & Development

 

USD

1,000

 

USD

1,000

 

0

 

100.00

 

34,343

 

2,328

 

2,328

   

ECP VITA PTE. LTD.

 

Singapore

 

Insurance

 

USD

9,000

 

USD

9,000

 

9,000

 

100.00

 

518,747

 

41,130

 

41,130

   

UMC TECHNOLOGY JAPAN CO., LTD.

 

Japan

 

Semiconductor manufacturing technology development and consulting services

 

JPY

35,000

 

JPY

35,000

 

4

 

100.00

 

9,111

 

(246)

 

(246)

   
                                             

GREEN EARTH LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of December 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

  974,050

 

USD

410,050

 

   974,050

 

100.00

 

$17,123,928

 

$(5,570,480)

 

$(5,570,480)

   

 

 

126


 
 

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

       

Percentage of ownership

 

Investment income (loss) recognized
(Note 2)

 

Carrying amount
as of
December 31, 2018

 

Accumulated inward remittance of earnings as of
December 31, 2018

                   
   

Outflow

 

Inflow

   

Net income (loss) of investee company

       

UNITRUTH ADVISOR (SHANGHAI) CO., LTD.

 

Investment Holding and advisory

 


(USD

$24,536
800)

 

(ii)SOARING CAPITAL CORP.

 


(USD

$24,536
800)

   

$-

   

$-

 


(USD

$24,536
800)

   

$(1,812)

 

100.00%

   

$(1,812)
(iii)

   

$13,962

   

$-

SHANDONG HUAHONG ENERGY INVEST CO., INC.

 

Invest new energy business

 


(RMB

1,334,100
 300,000)

 

(i)

 


(USD

 41,711
1,360)

   

   -

   

   -

 


(USD

 41,711
1,360)

   

(5,549)

 

-  

   

 -
(iii)

   

  -  

   

   -

JINING SUNRICH SOLAR ENERGY CORP.

 

To construct, operate, and maintain solar power plant

 


(RMB

1,245,160
 280,000)

 

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

 


(USD

 641,923
20,930)
 

   

   -

   

   -

 


(USD

 641,923
20,930)
 

   

(5,296)

 

-  

   

 -
(iii)

   

-

   

   -

EVERRICH (SHANDONG) ENERGY CO., LTD.

 

Solar engineering integrated design services

 


(USD

23,003
750)

 

(ii)EVERRICH ENERGY INVESTMENT (HK) LIMITED

 


(USD

23,003
750)

   

 -

   

-  

 


(USD

23,003
750)

   

3,108

 

100.00%

   

 3,108
(iii)

   

31,805

 


(USD

134,703
4,392)

UNITED LED CORPORATION

 

Research, manufacturing and sales in LED epitaxial wafers

 


(USD

2,576,280
84,000)

 

(ii)UNITED LED CORPORATION HONG KONG LIMITED

 


(USD

621,068
20,250)

   

 -

   

-  

 


(USD

621,068
20,250)

 


(RMB

 (176,097)
(39,599))

 

25.14%

 


(RMB

 (44,270)
(9,955))
(ii)

 


(RMB

159,785
   35,931)

   

   -

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

Sales and manufacturing of integrated circuits

 


(RMB

14,252,697
3,205,014)

 

(ii)OAKWOOD ASSOCIATES LIMITED

 


(USD

9,480,158
309,102)

   

   -

   

-  

 


(USD

9,480,158
309,102)

 


(RMB

351,073
78,946)

 

98.14%
(Note 4)

 


(RMB

 341,739
76,847)
(ii)

 


(RMB

22,248,377
5,003,008)

   

   -

UMC (BEIJING) LIMITED

 

Marketing support activities

   

   -  

 

(ii)UMC INVESTMENT
(SAMOA) LIMITED

 


(USD

15,335
 500)

   

   -

   

   -

 


(USD

15,335
 500)

   

(424)

 

-
(Note 6)

   

 (424)
(iii)

   

-

   

   -

UNITEDDS SEMICONDUCTOR (SHANDONG) CO., LTD.

 

Design support of integrated circuits

 


(RMB

133,410
 30,000)

 

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

   

-

   

   -

   

-

   

-  

 


(RMB

 14,355
3,228)

 

98.14%

 


(RMB

 14,359
3,229)
(iii)

 


(RMB

 190,865
42,920)

   

   -

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

Sales and manufacturing of integrated circuits

 


(RMB

56,467,090
12,697,794)

 

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

 


(USD

12,368,230
403,268)
(Note 5)

 


(USD

 17,227,277
561,698)

   

-

 


(USD

29,595,507
964,966)
(Note 5)

 


(RMB

 (11,435,314)
(2,571,467))

 

64.95%

 


(RMB

 (7,178,312)
(1,614,192))
(ii)

 


(RMB

 21,990,833
4,945,094)

   

   -

                                                                       

Accumulated investment in Mainland China as of
December 31, 2018

 

Investment amounts authorized by Investment Commission, MOEA

 

Upper limit on investment

                                       
                                           
                                           

$40,443,241
(USD 1,318,658)

   

$50,621,295
(USD 1,650,515)

   

$123,641,834

                                       
                                                                       

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 audited by an international certified public accounting firm in cooperation with an R.O.C. accounting firm.

 

(ii) The financial statements were audited 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 December 31, 2018, the amount of investment has been all remitted.

Note 5:

The investment  to UNITED SEMICONDUCTOR (XIAMEN) CO., LTD. (USCXM) from HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.  and indirectly invested in USCXM via investment in GREEN EARTH LIMITED.

 

The consent to invest in USCXM's investment has been approved by the Investment Commission, MOEA in the total amount of US$1,222,356 thousand.  As of December 31, 2018, the amount of investment  has been all remitted.

Note 6:

The liquidation of UMC (BEIJING) LIMITED was completed as of June 20, 2018.

127