0001292814-20-004298.txt : 20201112 0001292814-20-004298.hdr.sgml : 20201112 20201112060543 ACCESSION NUMBER: 0001292814-20-004298 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200930 FILED AS OF DATE: 20201112 DATE AS OF CHANGE: 20201112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED MICROELECTRONICS CORP CENTRAL INDEX KEY: 0001033767 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: F5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15128 FILM NUMBER: 201302899 BUSINESS ADDRESS: STREET 1: 8F, NO.68, SEC. 1, NEIHU RD., CITY: TAIPEI STATE: F5 ZIP: 11493 BUSINESS PHONE: 886-2-2658-9168 MAIL ADDRESS: STREET 1: 8F, NO.68, SEC. 1, NEIHU RD., CITY: TAIPEI STATE: F5 ZIP: 11493 6-K 1 umcfs3q20_6k.htm FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

November 12, 2020

Commission File Number: 001-15128

United Microelectronics Corporation
———————————————————————————————————
(Translation of registrant’s name into English)
 
No. 3 Li Hsin Road II
Science Park
Hsinchu, Taiwan, R.O.C.
———————————————————————————————————
(Address of principal executive office)
 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F    [ ] Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [ ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [ ]
 


 SIGNATURES

 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

 

    United Microelectronics Corporation
     
Date: November 12, 2020 By:

Chitung Liu


 
  Name:  Chitung Liu
  Title: CFO
     

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   CONSOLIDATED FINANCIAL STATEMENTS
     
EX-99.1 2 exhibit99_1.htm EX-99.1

 

 

UNITED MICROELECTRONICS CORPORATION

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

WITH REPORT OF INDEPENDENT AUDITORS

FOR THE NINE-MONTH PERIODS ENDED

SEPTEMBER 30, 2020 AND 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Address: No. 3 Li-Hsin Road II, Hsinchu Science Park, Hsinchu City, Taiwan, R.O.C.

Telephone: 886-3-578-2258

 

The reader is advised that these consolidated financial statements have been prepared originally in Chinese. In the event of a conflict between these financial statements and the original Chinese version or difference in interpretation between the two versions, the Chinese language financial statements shall prevail.

1
 

 

 

 

 

Review Report of Independent Auditors

 

To United Microelectronics Corporation

 

Introduction

 

We have reviewed the accompanying consolidated balance sheets of United Microelectronics Corporation and its subsidiaries (collectively, the “Company”) as of September 30, 2020 and 2019, the related consolidated statements of comprehensive income for the three-month and nine-month periods ended September 30, 2020 and 2019 and consolidated statements of changes in equity and cash flows for the nine-month periods ended September 30, 2020 and 2019, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”). Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” as endorsed and became effective by Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on these consolidated financial statements based on our reviews.

 

Scope of Review

 

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

 

Conclusion

 

Based on our reviews and the review reports of other independent auditors (please refer to the Other Matter paragraph of our report), nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Company as of September 30, 2020 and 2019, and its consolidated financial performance for the three-month and nine-month periods ended September 30, 2020 and 2019, and its consolidated cash flows for the nine-month periods ended September 30, 2020 and 2019, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

2
 

 

 

 

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

 

We did not review the financial statement of certain associates and joint ventures accounted for under the equity method. Our review, insofar as it related to the investments accounted for under the equity method balances of NT$23,465 million and NT$9,789 million, which represented 6.37% and 2.62% of the total consolidated assets as of September 30, 2020 and 2019, respectively, the related shares of profit or loss from the associates and joint ventures in the amount of NT$2,788 million, NT$77 million, NT$2,851 million and NT$560 million, which represented 30.29%, 3.91%, 17.08%, and 20.22% of the consolidated income from continuing operations before income tax for the three-month and nine-month periods ended September 30, 2020 and 2019, respectively, and the related shares of other comprehensive income from the associates and joint ventures in the amount of NT$850 million, NT$326 million, NT$809 million and NT$869 million, which represented 8.17%, 12.90%, 4.72% and 10.97% of the consolidated total comprehensive income for the three-month and nine-month periods ended September 30, 2020 and 2019, respectively, are based solely on the reports of other independent auditors.

 

 

/s/ Chiu, Wan-Ju

 

 

/s/ Hsu, Hsin-Min

 

 

Ernst & Young, Taiwan

 

 

 

October 29, 2020

 

Notice to Readers

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

Accordingly, the accompanying consolidated financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

 

3
 

 

English Translation of Consolidated Financial Statements Originally Issued in Chinese
UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2020, December 31, 2019 and September 30, 2019 (September 30, 2020 and 2019 are unaudited)
(Expressed in Thousands of New Taiwan Dollars)
                 
        As of 
Assets   Notes   September 30, 2020   December 31, 2019   September 30, 2019
Current assets                
Cash and cash equivalents   6(1)    $98,839,079    $95,492,477    $86,754,723
Financial assets at fair value through profit or loss, current   6(2), 12(7)      916,078      722,794      633,940
Contract assets, current   6(19)      332,425      214,243      113,658
Notes receivable        -      98    232
Accounts receivable, net   6(3)      26,584,696      25,438,703      23,194,466
Accounts receivable-related parties, net   7      373,962      289,945      217,242
Other receivables           751,060      654,466      744,625
Current tax assets        37,569    26,220    34,534
Inventories, net   6(4)      22,863,410      21,714,802      19,989,749
Prepayments        1,975,078    6,290,518      13,307,671
Non-current assets held for sale   6(8)    -    -    65,237
Other current assets   6(7), 6(19)      10,803,531    2,912,875      18,434,452
Total current assets        163,476,888    153,757,141    163,490,529
                 
Non-current assets                
Financial assets at fair value through profit or loss, noncurrent   6(2), 7, 12(7)      13,531,436      13,298,679      12,385,232
Financial assets at fair value through other comprehensive income, noncurrent   6(5), 12(7)    7,957,265      14,723,232      16,227,393
Investments accounted for under the equity method   6(6)      25,445,556      13,322,143      11,725,364
Property, plant and equipment   6(8), 8    132,662,133    150,374,096    148,946,333
Right-of-use assets   6(9), 8    7,901,188    8,291,517    8,074,037
Intangible assets   6(10), 7    4,952,036    5,198,247    3,642,903
Deferred tax assets        7,175,114    7,807,583    6,165,947
Prepayment for equipment          814,971      217,906      303,691
Refundable deposits   8    2,492,246    2,600,733    2,749,204
Other noncurrent assets-others        1,835,096      596,088      333,834
Total non-current assets        204,767,041    216,430,224    210,553,938
                 
Total assets        $   368,243,929    $   370,187,365    $   374,044,467
                 
(continued)

 

4
 
English Translation of Consolidated Financial Statements Originally Issued in Chinese
UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2020, December 31, 2019 and September 30, 2019 (September 30, 2020 and 2019 are unaudited)
(Expressed in Thousands of New Taiwan Dollars)
                   
        As of   
Liabilities and Equity   Notes   September 30, 2020   December 31, 2019   September 30, 2019  
Current liabilities                  
Short-term loans   6(11), 6(26)    $7,571,645    $  12,015,206    $  16,482,956  
Contract liabilities, current   6(19)      1,930,785    988,115      1,122,187  
Notes and accounts payable          7,699,086      8,877,065      6,627,522  
Other payables   7    16,758,004    15,235,384    12,030,681  
Payables on equipment          7,381,834      3,031,184      3,002,264  
Current tax liabilities          1,217,739    939,207      1,102,270  
Provisions, current   9(6)      1,749,003      -      -  
Liabilities directly associated with non-current assets held for sale   6(8)      -      -    2,455  
Lease liabilities, current   6(9), 6(26)    552,145    569,957    467,610  
Current portion of long-term liabilities   6(12), 6(13), 6(26), 12(7)      8,825,516    24,795,600    23,599,452  
Other current liabilities   6(15), 6(16), 6(26), 7      5,464,867      6,262,604      5,887,500  
Total current liabilities        59,150,624    72,714,322    70,324,897  
                   
Non-current liabilities                  
Contract liabilities, noncurrent   6(19)    466,400    482,080    497,120  
Bonds payable   6(12), 6(26), 12(7)    16,689,830    18,687,591    18,686,893  
Long-term loans   6(13), 6(26), 12(7)      32,766,717    29,200,299    36,542,501  
Deferred tax liabilities          1,627,140      2,087,366      2,090,428  
Lease liabilities, noncurrent   6(9), 6(26)      5,183,579      5,461,068      5,258,281  
Net defined benefit liabilities, noncurrent   6(14)      3,976,120      4,025,373      4,140,361  
Guarantee deposits   6(26)    224,387    196,110    259,656  
Other noncurrent liabilities-others   6(15), 6(26), 9(5)    27,244,169    30,118,734    31,200,036  
Total non-current liabilities        88,178,342    90,258,621    98,675,276  
                   
Total liabilities          147,328,966      162,972,943      169,000,173  
                   
Equity attributable to the parent company                  
Capital   6(12), 6(17)              
Common stock          124,224,015      117,243,187      117,243,187  
Capital collected in advance          -    332,611      -  
Additional paid-in capital   6(12), 6(17), 6(18)              
Premiums        36,809,962    34,404,110    34,234,413  
Treasury stock transactions          3,340,664      2,744,391      2,741,184  
The differences between the fair value of the consideration paid or received from acquiring or         466,457    573,336    573,336  
disposing subsidiaries and the carrying amounts of the subsidiaries                  
Recognition of changes in subsidiaries’ ownership        2,770    1,218      104  
Share of changes in net assets of associates and joint ventures accounted for using equity method          86,539    123,268    108,975  
Employee stock options          13,804    214,455    175,824  
Stock options          -      1,476,405      1,515,297  
Restricted stock for employees          2,170,666      -      -  
Other          12,208      13,211      10,509  
Retained earnings   6(17)              
Legal reserve        12,536,526    11,572,579    11,572,579  
Special reserve        11,022,314    14,513,940    14,513,940  
Unappropriated earnings        46,394,200    34,733,761    31,702,486  
Other components of equity                  
Exchange differences on translation of foreign operations       (11,385,068)    (8,948,337)    (6,159,724)  
Unrealized gains or losses on financial assets measured at fair value through other comprehensive income       (766,663)    (2,073,977)    (3,471,356)  
Gains or losses on hedging instruments          -      -      (2,058)  
Unearned Employee Compensation   6(18)    (4,047,137)      -      -  
Treasury stock   6(17), 6(18)   (119,801)   (119,801)   (119,801)  
Total equity attributable to the parent company          220,761,456      206,804,357      204,638,895  
                   
Non-controlling interests   6(17)    153,507    410,065    405,399  
Total equity          220,914,963      207,214,422      205,044,294  
                   
Total liabilities and equity        $ 368,243,929    $ 370,187,365    $ 374,044,467  
                   
The accompanying notes are an integral part of the consolidated financial statements.  

 

5
 
English Translation of Consolidated Financial Statements Originally Issued in Chinese
UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
For the three-month and nine-month periods ended September 30, 2020 and 2019
(Expressed in Thousands of  New Taiwan Dollars, Except for Earnings per Share)
                   
      For the three-month periods ended September 30,   For the nine-month periods ended September 30,
  Notes   2020   2019   2020   2019
Operating revenues 6(19), 7, 14    $  44,870,454    $  37,738,440    $131,524,561    $106,352,583
Operating costs 6(4), 6(10), 6(14), 6(18),
6(19), 6(20), 7, 14
  (35,101,185)   (31,305,920)   (103,375,552)   (92,005,953)
Gross profit     9,769,269   6,432,520   28,149,009   14,346,630
Operating expenses 6(3), 6(10), 6(14), 6(18),
6(20), 7, 14
               
Sales and marketing expenses     (1,009,400)   (969,734)   (2,977,707)   (2,811,138)
General and administrative expenses     (1,614,465)   (1,344,804)   (4,696,929)   (3,832,768)
Research and development expenses     (3,314,223)   (2,813,050)   (9,701,766)   (8,407,417)
Expected credit impairment gains (losses)     429,373   (3,753)   468,099   (590,619)
Subtotal     (5,508,715)   (5,131,341)   (16,908,303)   (15,641,942)
Net other operating income and expenses 6(8), 6(15), 6(21), 14   2,872,330   1,207,569   5,151,915   3,967,571
Operating income     7,132,884   2,508,748   16,392,621   2,672,259
Non-operating income and expenses                  
Interest income     144,704   245,282   610,334   745,313
Other income     523,649   567,785   681,635   709,968
Other gains and losses 6(22), 9(6)   (1,145,992)   67,769   (1,883,352)   834,764
Finance costs 6(22)   (486,376)   (769,453)   (1,655,357)   (2,270,057)
Share of profit or loss of associates and joint ventures 6(6), 14   2,778,475   108,905   2,845,848   505,913
Exchange gain, net 12   259,212   -     -     -  
Exchange loss, net 12   -     (751,651)   (299,280)   (426,981)
Subtotal     2,073,672   (531,363)   299,828   98,920
Income from continuing operations before income tax     9,206,556   1,977,385   16,692,449   2,771,179
Income tax (expense) benefit  6(24), 14   (196,968)   (38,976)   (401,538)   202,221
Net income     9,009,588   1,938,409   16,290,911   2,973,400
Other comprehensive income (loss) 6(23)                
Items that will not be reclassified subsequently to profit or loss                  
Unrealized gains or losses from equity instruments investments measured at
  fair value through other comprehensive income
    882,102   1,848,728   2,246,483   4,686,383
Share of other comprehensive income (loss) of associates and joint ventures
  which will not be reclassified subsequently to profit or loss 
    918,815   333,124   877,716   879,098
Income tax related to items that will not be reclassified subsequently 6(24)   (17,016)   (131,554)   39,883   (141,712)
Items that may be reclassified subsequently to profit or loss                  
Exchange differences on translation of foreign operations     (434,477)   (1,454,645)   (2,352,083)   (499,675)
Share of other comprehensive (loss) income of associates and joint ventures
  which may be reclassified subsequently to profit or loss
    25,859   (3,741)   13,686   41,640
Income tax related to items that may be reclassified subsequently 6(24)   15,122   (1,553)   28,322   (18,731)
Total other comprehensive income (loss), net of tax     1,390,405   590,359   854,007   4,947,003
Total comprehensive income      $  10,399,993    $2,528,768    $  17,144,918    $7,920,403
                   
Net income (loss) attributable to:                  
Stockholders of the parent      $9,106,271    $2,928,678    $  17,993,985    $5,870,601
Non-controlling interests     (96,683)   (990,269)   (1,703,074)   (2,897,201)
       $9,009,588    $1,938,409    $  16,290,911    $2,973,400
                   
Comprehensive income (loss) attributable to:                  
Stockholders of the parent      $  10,496,677    $3,540,356    $  18,721,336    $  10,840,907
Non-controlling interests     (96,684)   (1,011,588)   (1,576,418)   (2,920,504)
       $  10,399,993    $2,528,768    $  17,144,918    $7,920,403
                   
Earnings per share (NTD) 6(25)                
Earnings per share-basic       $ 0.75    $ 0.25    $ 1.50    $ 0.50
Earnings per share-diluted       $ 0.75    $ 0.23    $ 1.44    $ 0.46
                   

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

 

 

6
 

 

English Translation of Consolidated Financial Statements Originally Issued in Chinese
UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the nine-month periods ended September 30, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
                                                             
        Equity Attributable to the Parent Company        
        Capital       Retained Earnings   Other Components of Equity                
    Notes   Common Stock   Collected in
Advance
  Additional
 Paid-in Capital
  Legal Reserve   Special 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   Gains or Losses on Hedging Instruments   Unearned Employee Compensation   Treasury Stock   Total   Non-
Controlling
Interests
  Total Equity
Adjusted balance as of January 1, 2019   6(17)    $124,243,187    $-    $40,388,936    $10,865,280    $-    $50,723,263    $(5,706,261)    $(8,819,556)    $(2,058)    $-    $(5,647,430)    $206,045,361    $ 466,768    $206,512,129
 Appropriation and distribution of 2018 retained earnings   6(17)                                                        
 Legal reserve       -   -   -   707,299   -   (707,299)   -   -   -   -   -   -   -   -
 Special reserve       -   -   -   -   14,513,940   (14,513,940)   -   -   -   -   -   -   -   -
 Cash dividends       -   -   -   -   -   (6,916,105)   -   -   -   -   -   (6,916,105)   -   (6,916,105)
Net income (loss) for the nine-month ended September 30, 2019   6(17)   -   -   -   -   -   5,870,601   -   -   -   -   -   5,870,601   (2,897,201)   2,973,400
Other comprehensive income (loss), for the nine-month ended September 30, 2019   6(17), 6(23)   -   -   -   -   -   -   (453,463)   5,423,769   -   -   -   4,970,306   (23,303)   4,947,003
Total comprehensive income (loss)       -   -   -   -   -   5,870,601   (453,463)   5,423,769   -   -   -   10,840,907   (2,920,504)   7,920,403
Share-based payment transaction   6(18)   -   -   335,166   -   -   -   -   -   -   -   -   335,166   -   335,166
Treasury stock acquired   6(17)   -   -   -   -   -   -   -   -   -   -   (2,859,498)   (2,859,498)   -   (2,859,498)
Treasury stock cancelled   6(17)   (7,000,000)   -   (1,387,127)   -   -   -   -   -   -   -   8,387,127   -   -   -
Share of changes in net assets of associates and joint ventures accounted for
using equity method
      -   -   362   -   -   252,467   -   (252,467)   -   -   -   362   -   362
Changes in subsidiaries ownership   6(17)   -   -   65   -   -   (22,280)   -   -   -   -   -   (22,215)   23,940   1,725
Adjustments for dividends subsidiaries received from parent company       -   -   9,485   -   -   -   -   -   -   -   -   9,485   -   9,485
Disposal of equity instruments investments measured at fair value through other
comprehensive income
  6(5)   -   -   -   -   -   (176,898)   -   176,898   -   -   -   -   -   -
 Others   6(17)   -   -   12,755   -   -   (2,807,323)   -   -   -   -   -   (2,794,568)   2,835,195   40,627
Balance as of September 30, 2019   6(17)    $117,243,187    $-    $39,359,642    $11,572,579    $14,513,940    $31,702,486    $(6,159,724)    $(3,471,356)    $(2,058)    $-    $(119,801)    $204,638,895    $ 405,399    $205,044,294
                                                             
Balance as of January 1, 2020   6(17)    $117,243,187    $ 332,611    $39,550,394    $11,572,579    $14,513,940    $34,733,761    $(8,948,337)    $(2,073,977)    $-    $-    $(119,801)    $206,804,357    $ 410,065    $207,214,422
Appropriation and distribution of 2019 retained earnings   6(17)                                                        
 Legal reserve       -   -   -   963,947   -   (963,947)   -   -   -   -   -   -   -   -
 Cash dividends       -   -   -   -   -   (9,765,155)   -   -   -   -   -   (9,765,155)   -   (9,765,155)
 Special reserve reversed       -   -   -   -   (3,491,626)   3,491,626   -   -   -   -   -   -   -   -
Net income (loss) for the nine-month ended September 30, 2020   6(17)   -   -   -   -   -   17,993,985   -   -   -   -   -   17,993,985   (1,703,074)   16,290,911
Other comprehensive income (loss), for the nine-month ended September 30, 2020   6(17), 6(23)   -   -   -   -   -   -   (2,436,731)   3,164,082   -   -   -   727,351   126,656   854,007
Total comprehensive income (loss)       -   -   -   -   -   17,993,985   (2,436,731)   3,164,082   -   -   -   18,721,336   (1,576,418)   17,144,918
Share-based payment transaction   6(18)   2,000,300   -   2,553,360   -   -   -   -   -   -   (4,047,137)   1,678,272   2,184,795   -   2,184,795
Conversion of convertible bonds   6(12), 6(17)   4,980,528   (332,611)   1,862,366   -   -   -   -   -   -   -   -   6,510,283   -   6,510,283
Treasury stock acquired   6(17)   -   -   -   -   -   -   -   -   -   -   (1,678,272)   (1,678,272)   -   (1,678,272)
Share of changes in net assets of associates and joint ventures accounted for
using equity method
      -   -   (36,728)   -   -   31,403   -   (31,403)   -   -   -   (36,728)   -   (36,728)
The differences between the fair value of the consideration paid or received from
acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries
  6(17)   -   -   (106,879)   -   -   -   -   -   -   -   -   (106,879)   106,879   -
Changes in subsidiaries’ ownership   6(17)   -   -   1,552   -   -   -   -   -   -   -   -   1,552   1,291   2,843
Adjustments for dividends subsidiaries received from parent company       -   -   12,927   -   -   -   -   -   -   -   -   12,927   -   12,927
Disposal of equity instruments investments measured at fair value through other
comprehensive income
  6(5)   -   -   -   -   -   1,825,365   -   (1,825,365)   -   -   -   -   -   -
Non-Controlling Interests   6(17)   -   -   -   -   -   -   -   -   -   -   -   -   (570,188)   (570,188)
 Others   6(17)   -   -   (933,922)   -   -   (952,838)   -   -   -   -   -   (1,886,760)   1,781,878   (104,882)
Balance as of September 30, 2020   6(17)    $124,224,015    $-    $42,903,070    $12,536,526    $11,022,314    $46,394,200    $(11,385,068)    $(766,663)    $-    $(4,047,137)    $(119,801)    $220,761,456    $ 153,507    $220,914,963
                                                             
The accompanying notes are an integral part of the consolidated financial statements.

 

7
 
English Translation of Consolidated Financial Statements Originally Issued in Chinese
UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine-month periods ended September 30, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
         
    For the nine-month periods ended September 30,
    2020   2019
Cash flows from operating activities:        
Net income before tax    $16,692,449    $  2,771,179
Adjustments to reconcile net income before tax to net cash provided by operating activities:        
Depreciation      34,897,228      35,161,692
Amortization    2,017,807    1,453,163
Expected credit impairment (gains) losses     (468,099)   590,619
Net gain of financial assets and liabilities at fair value through profit or loss     (130,288)     (823,570)
Interest expense    1,599,073    2,217,785
Interest income     (610,334)     (745,313)
Dividend income     (681,635)     (709,968)
Share-based payment   504,776   327,556
Share of profit of associates and joint ventures      (2,845,848)     (505,913)
(Gain) loss on disposal of property, plant and equipment      (1,100,764)     10,258
Loss on disposal of investments     44,088   6,376
Impairment loss on non-financial assets      -     85,202
Exchange (gain)  loss on financial assets and liabilities     (530,867)   794,505
Gain on lease modification     (1,753)      -
Amortization of deferred government grants      (2,995,847)      (3,061,189)
Income and expense adjustments      29,697,537      34,801,203
Changes in operating assets and liabilities:        
Financial assets and liabilities at fair value through profit or loss   324,417   (73,209)
Contract assets     (122,583)   (21,170)
Notes receivable and accounts receivable      (1,128,699)     (312,999)
Other receivables   (58,479)     44,096
Inventories      (1,320,743)      (1,831,753)
Prepayments    2,763,925      (1,383,588)
Other current assets   (73,121)    (15,489,013)
Contract fulfillment costs     (299,348)   (80,890)
Contract liabilities   963,071   193,610
Notes and accounts payable      (1,106,233)   (33,327)
Other payables    1,535,130      (1,294,545)
Provisions    1,749,003      -
Other current liabilities     (452,260)   516,326
Net defined benefit liabilities   (41,296)   (26,813)
Other noncurrent liabilities-others      -     (3,240)
Cash generated from operations      49,122,770      17,775,867
Interest received   624,192   690,933
Dividend received   982,750   746,003
Interest paid      (1,181,855)      (1,274,256)
Income tax refunded (paid)   125,028     (566,929)
Net cash provided by operating activities      49,672,885      17,371,618
         
(continued)

8
 
English Translation of Consolidated Financial Statements Originally Issued in Chinese
UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine-month periods ended September 30, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
           
    For the nine-month periods ended September 30,  
    2020   2019  
Cash flows from investing activities:          
Acquisition of financial assets at fair value through profit or loss    $   (571,565)    $   (219,917)  
Proceeds from disposal of financial assets at fair value through profit or loss   153,501   205,972  
Proceeds from disposal of financial assets at fair value through other comprehensive
income or loss
     -   44,466  
Acquisition of investments accounted for under the equity method   (59,900)   (10,000)  
Proceeds from disposal of investments accounted for under the equity method   30,609      3  
Increase in prepayment for investments   (107,208)     (5,065)  
Proceeds from capital reduction and liquidation of investments      -   2,213  
Disposal of subsidiary   (417)      -  
Acquisition of property, plant and equipment    (14,607,603)    (13,016,979)  
Proceeds from disposal of property, plant and equipment    1,757,441     23,417  
Increase in refundable deposits     (159,930)     (149,208)  
Decrease in refundable deposits   267,403   153,875  
Acquisition of intangible assets      (1,715,772)      (1,508,795)  
Government grants related to assets acquisition   171,814   639,730  
Increase in other financial assets    (10,760,203)      -  
Decrease in other financial assets    2,947,730      -  
Increase in other noncurrent assets-others   (20,128)     (6,496)  
Decrease in other noncurrent assets-others      -   8,786  
Net cash used in investing activities    (22,674,228)    (13,837,998)  
Cash flows from financing activities:          
Increase in short-term loans    8,248,011      21,238,950  
Decrease in short-term loans    (12,531,982)    (17,746,353)  
Cash payments for the principal portion of the lease liability     (549,252)     (449,157)  
Redemption of bonds    (13,702,875)      (2,500,000)  
Proceeds from long-term loans      13,070,300      11,459,345  
Repayments of long-term loans      (6,582,691)      (2,517,790)  
Increase in guarantee deposits   289,182   252,694  
Decrease in guarantee deposits     (358,845)   (11,671)  
Cash dividends      (9,765,242)      (6,913,765)  
Treasury stock acquired      (1,678,272)      (2,972,243)  
Treasury stock sold to employees    1,677,900      -  
Change in non-controlling interests     (567,188)   1,538  
Others   2,120   7,312  
Net cash used in financing activities    (22,448,834)     (151,140)  
Effect of exchange rate changes on cash and cash equivalents      (1,203,221)     (286,607)  
Net increase in cash and cash equivalents    3,346,602    3,095,873  
Cash and cash equivalents at beginning of period      95,492,477      83,661,739  
Cash and cash equivalents at end of period    $98,839,079    $86,757,612  
           
Reconciliation of the balances of cash and cash equivalents at end of period:          
Cash and cash equivalents balances on the consolidated balance sheets    $98,839,079    $86,754,723  
Cash and cash equivalents included in non-current assets held for sale      -   2,889  
Cash and cash equivalents at end of period    $98,839,079    $86,757,612  
           

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

 

9
 

 

 

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine-Month Periods Ended September 30, 2020 and 2019

(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.

 

The address of its registered office and principal place of business is No. 3, Li-Hsin Road II, Hsinchu Science Park, Hsinchu City, Taiwan. The principal operating activities of UMC and its subsidiaries (“the Company”) are described in Notes 4(3) and 14.

 

2.DATE AND PROCEDURES OF AUTHORIZATION OF FINANCIAL STATEMENTS FOR ISSUE

 

The consolidated financial statements of the Company were authorized for issue in accordance with a resolution of the Board of Directors’ meeting on October 29, 2020.

 

3.NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS

 

(1)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, 2020. There were no newly adopted or revised standards and interpretations that have material impact on the Company’s financial position and performance.

 

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

 

         
New, Revised or Amended Standards and Interpretations   Effective Date issued by IASB
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   To be determined by IASB
IFRS 17 “Insurance Contracts”   January 1, 2023
Amendments to IAS 1 – Classification of Liabilities as Current or Non-current   January 1, 2023
Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37   January 1, 2022
Annual Improvements to IFRS Standards 2018 – 2020:
Amendments to IFRS 1 “First-time Adoption of International Financial Reporting Standards”   January 1, 2022
Amendments to IFRS 9 “Financial Instruments”   January 1, 2022
Amendments to IFRS 16 “Leases”   January 1, 2022
Amendments to IAS 41 “Agriculture”   January 1, 2022
Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)   January, 1 2021

 

10
 

 

 

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:

 

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

The amendments address the inconsistency between the requirements in 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 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.

 

b.IAS 1 “Presentation of Financial Statements” (“IAS 1”) - Classification of Liabilities as Current or Non-current (Amendment)

These are the amendments to paragraphs 69-76 of IAS 1 presentation of financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.

11
 

 

c.Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37
i.Updating a Reference to the Conceptual Framework (Amendments to IFRS 3)

The amendments updated IFRS 3 by replacing a reference to an old version of the Conceptual Framework for Financial Reporting with a reference to the latest version, which was issued in March 2018. The amendments also added an exception to the recognition principle of IFRS 3 to avoid the issue of potential “day 2” gains or losses arising for liabilities and contingent liabilities. Besides, the amendments clarify existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Conceptual Framework.

 

ii.Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)

The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.

 

iii.Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37)

The amendments clarify what costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous.

 

d.Annual Improvements to IFRS Standards 2018 – 2020
i.Amendment to IFRS 1

The amendment simplifies the application of IFRS 1 by a subsidiary that becomes a first-time adopter after its parent in relation to the measurement of cumulative translation differences.

 

ii.Amendment to IFRS 9 Financial Instruments

The amendment clarifies the fees a company includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability.

 

iii.Amendment to Illustrative Examples Accompanying IFRS 16 Leases

The amendment to Illustrative Example 13 accompanying IFRS 16 modifies the treatment of lease incentives relating to lessee’s leasehold improvements.

12
 

 

e. Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)

The final phase amendments mainly relate to the effects of the interest rate benchmark reform on the companies’ financial statements:

 

i.A company will not have to derecognise or adjust the carrying amount of financial instruments for changes to contractual cash flows as required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate;

 

ii.A company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria; and

 

iii.A company will be required to disclose information about new risks arising from the reform and how it manages the transition to alternative benchmark rates.

 

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

 

4.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(1)Statement of Compliance

 

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

 

(2)Basis of Preparation

 

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

 

(3)General Description of Reporting Entity

 

a.Principles of consolidation

 

The same principles of consolidation have been applied in the Company’s consolidated financial statements as those applied in the Company’s consolidated financial statements for the year ended December 31, 2019. For the principles of consolidation, please refer to Note 4(3) of the Company’s consolidated financial statements for the year ended December 31, 2019.

13
 

 

b.The consolidated entities are as follows:

 

As of September 30, 2020, December 31, 2019 and September 30, 2019

                 
           

Percentage of ownership (%)

As of

Investor   Subsidiary   Business nature  

September 30,

2020

 

December 31,

2019

 

September 30,

2019

UMC   UMC GROUP (USA)   IC Sales   100.00   100.00   100.00
UMC   UNITED MICROELECTRONICS (EUROPE) B.V.   Marketing support activities   100.00   100.00   100.00
UMC   UMC CAPITAL CORP.   Investment holding   100.00   100.00   100.00
UMC   GREEN EARTH LIMITED (GE)   Investment holding   100.00   100.00   100.00
UMC   TLC CAPITAL CO., LTD. (TLC)   Venture capital   100.00   100.00   100.00
UMC   UMC INVESTMENT (SAMOA) LIMITED   Investment holding   100.00   100.00   100.00
UMC   FORTUNE VENTURE CAPITAL CORP. (FORTUNE)   Consulting and planning for venture capital   100.00   100.00   100.00
UMC   UMC GROUP JAPAN   IC Sales   100.00   100.00   100.00
UMC   UMC KOREA CO., LTD.   Marketing support activities   100.00   100.00   100.00
UMC   OMNI GLOBAL LIMITED (OMNI)   Investment holding   100.00   100.00   100.00
UMC   SINO PARAGON LIMITED   Investment holding   100.00   100.00   100.00
UMC   BEST ELITE INTERNATIONAL LIMITED (BE)   Investment holding   100.00   100.00   100.00
UMC   UNITED SEMICONDUCTOR JAPAN CO., LTD.   Sales and manufacturing of integrated circuits   100.00   100.00   -
UMC, FORTUNE and TLC   NEXPOWER TECHNOLOGY CORP. (NEXPOWER)   Sales and manufacturing of solar power batteries   93.36   93.36   93.36
UMC and FORTUNE   WAVETEK MICROELECTRONICS CORPORATION (WAVETEK)   Sales and manufacturing of integrated circuits   82.10   80.49   80.57
UMC CAPITAL CORP.   UMC CAPITAL (USA)   Investment holding   -   100.00   100.00
TLC   SOARING CAPITAL CORP.   Investment holding   100.00   100.00   100.00
SOARING CAPITAL CORP.   UNITRUTH ADVISOR (SHANGHAI) CO., LTD.   Investment holding and advisory   100.00   100.00   100.00
14
 

 

GE   UNITED MICROCHIP CORPORATION   Investment holding   100.00   100.00   100.00
FORTUNE   TERA ENERGY DEVELOPMENT CO., LTD. (TERA ENERGY)   Energy technical services   100.00   100.00   100.00
TERA ENERGY   EVERRICH ENERGY INVESTMENT (HK) LIMITED (EVERRICH-HK)   Investment holding   100.00   100.00   100.00
EVERRICH-HK   EVERRICH (SHANDONG) ENERGY CO., LTD.   Solar engineering integrated design services   100.00   100.00   100.00
OMNI   UNITED MICROTECHNOLOGY CORPORATION (NEW YORK)   Research and development   100.00   100.00   100.00
OMNI   UNITED MICROTECHNOLOGY CORPORATION (CALIFORNIA)   Research and development   100.00   100.00   100.00
OMNI   ECP VITA PTE. LTD.   Insurance   100.00   100.00   100.00
OMNI   UMC TECHNOLOGY JAPAN CO., LTD.   Semiconductor manufacturing technology development and consulting services   100.00   100.00   100.00
WAVETEK   WAVETEK MICROELECTRONICS INVESTMENT (SAMOA) LIMITED (WAVETEK-SAMOA)   Investment holding   100.00   100.00   100.00
WAVETEK- SAMOA   WAVETEK MICROELECTRONICS CORPORATION (USA)   Marketing service   100.00   100.00   100.00
NEXPOWER   SOCIALNEX ITALIA 1 S.R.L.   Photovoltaic power plant   -   -   100.00
BE   INFOSHINE TECHNOLOGY LIMITED (INFOSHINE)   Investment holding   100.00   100.00   100.00
15
 

 

INFOSHINE   OAKWOOD ASSOCIATES LIMITED (OAKWOOD)   Investment holding   100.00   100.00   100.00
OAKWOOD   HEJIAN TECHNOLOGY (SUZHOU) CO., LTD. (HEJIAN)   Sales and manufacturing of integrated circuits   99.9985   98.14   98.14
HEJIAN   UNITEDDS SEMICONDUCTOR (SHANDONG) CO., LTD.   Integrated circuits design services   100.00   100.00   100.00
UNITED MICROCHIP CORPORATION and HEJIAN   UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.   Sales and manufacturing of integrated circuits   65.22   65.22   65.22

 

(4)Other Significant Accounting Policies

 

Apart from the accounting policies which are described below, the same accounting policies of consolidation have been applied in the Company’s consolidated financial statements as those applied in the Company’s consolidated financial statements for the year ended December 31, 2019. For the summary of significant accounting policies, please refer to Note 4 of the Company’s consolidated financial statements for the year ended December 31, 2019.

 

Share-Based Payment Transactions

 

A.Equity-settled share-based payment transactions

 

The compensation cost of equity-settled transactions between the Company and its employees is measured at the fair value of the equity instruments on the grant date, and is recognized as expense, together with a corresponding increase in equity, over the vesting period. When issuing restricted stocks for employees, the unvested restricted stocks issued on the grant date for employees are recognized in unearned employee compensation as a transitional contra equity account and such account shall be amortized as compensation expense over the vesting period. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting 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 movement in cumulative cost recognized at the beginning and end of the period is recognized through profit or loss for the period.

16
 

No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition. The Company shall recognize the services received in expense irrespective of whether or not 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.

 

B.Cash-settled share-based payment transactions

 

The compensation cost of cash-settled share-based payment transactions between the Company and its employees is measured at the fair value of the liability incurred and recognized as expense with corresponding liability over the vesting period. The fair value of the liability is remeasured at the end of each reporting period and at the settlement date with the movement in fair value recognized through profit or loss for the period until the liability is settled.

 

5.SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

 

17
 

 

The same significant accounting judgments, estimates and assumptions have been applied in the Company’s consolidated financial statements for the nine-month period ended September 30, 2020 as those applied in the Company’s consolidated financial statements for the year ended December 31, 2019. For significant accounting judgments, estimates and assumptions, please refer to Note 5 of the Company’s consolidated financial statements for the year ended December 31, 2019.

 

6.CONTENTS OF SIGNIFICANT ACCOUNTS

 

(1)Cash and Cash Equivalents

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Cash on hand and petty cash   $5,776   $6,074   $6,077
Checking and savings accounts   22,749,618   26,384,925   22,569,474
Time deposits   66,620,686   59,966,481   56,559,325
Repurchase agreements collateralized by government bonds and corporate notes   9,462,999   9,134,997   7,619,847
Total   $98,839,079   $95,492,477   $86,754,723

 

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

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Financial assets mandatorily measured at fair value through profit or loss            
Common stocks   $8,377,086   $8,381,085   $7,644,515
Preferred stocks   3,399,163   3,299,419   3,124,450
Funds   2,316,450   2,195,524   2,132,078
Convertible bonds   353,470   145,445   118,129
Forward contracts   1,345   -   -
Option   -   -   -
Total   $14,447,514   $14,021,473   $13,019,172
             
Current   $916,078   $722,794   $633,940
Noncurrent   13,531,436   13,298,679   12,385,232
Total   $14,447,514   $14,021,473   $13,019,172

 

18
 

 

The Company had a call option of a joint venture agreement between FUJITSU SEMICONDUCTOR LIMITED (FSL) and UMC, which was measured at fair value and the change in the fair value was recorded in profit or loss. On June 29, 2018, the Board of Directors of UMC resolved to exercise the call option and completed the acquisition on October 1, 2019. Please refer to Note 6(27).

 

(3)Accounts Receivable, Net

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Accounts receivable   $26,817,475   $26,136,293   $23,799,310
Less: loss allowance   (232,779)   (697,590)   (604,844)
Net   $26,584,696   $25,438,703   $23,194,466

 

Aging analysis of accounts receivable, net:

 

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Neither past due nor impaired   $23,717,248   $21,924,797   $19,101,555
Past due but not impaired:            
≤ 30 days   2,088,082   2,364,311   2,829,566
31 to 60 days   268,977   204,791   468,482
61 to 90 days   1,958   85,131   17,162
91 to 120 days   29,108   138,788   67,601
≥ 121 days   479,323   720,885   710,100
Subtotal   2,867,448   3,513,906   4,092,911
Total   $26,584,696   $25,438,703   $23,194,466

 

Movement of loss allowance for accounts receivable:

 

19
 

   

For the nine-month periods

ended September 30,

    2020   2019
Beginning balance   $697,590   $48,152
Net charge for the period   (464,811)   556,692
Ending balance   $232,779   $604,844

 

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

 

An impairment analysis is performed at each reporting date to measure expected credit losses (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 expected and actual credit losses 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.

 

(4)Inventories, Net

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Raw materials   $5,789,390   $5,102,571   $4,676,822
Supplies and spare parts   4,409,770   3,548,376   3,428,477
Work in process   11,611,815   11,309,718   10,718,020
Finished goods   1,052,435   1,754,137   1,166,430
Total   $22,863,410   $21,714,802   $19,989,749

 

a.For the three-month periods ended September 30, 2020 and 2019, the Company recognized NT$33,882 million and NT$30,287 million, respectively, in operating cost, of which NT$22 million was related to reversal of write-down of inventories and NT$162 million was related to write-down of inventories. For the nine-month periods ended September 30, 2020 and 2019, the Company recognized NT$100,025 million and NT$89,185 million, respectively, in operating cost, of which NT$249 million was related to reversal of write-down of inventories and NT$245 million was related to write-down of inventories.

 

 

20
 

 

b.None of the aforementioned inventories were pledged.

 

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

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Equity instruments            
Common stocks   $7,844,826   $14,547,738   $16,053,143
Preferred stocks   112,439   175,494   174,250
Total   $7,957,265   $14,723,232   $16,227,393

 

 

a.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.

 

b.Dividend income recognized in profit or loss from equity instruments designated as fair value through other comprehensive income were listed below:

 

   

For the three-month periods

ended September 30,

    2020   2019
Held at end of period   $286,795   $365,052
Derecognized during the period   -   -
Total   $286,795   $365,052

  

   

For the nine-month periods

ended September 30,

    2020   2019
Held at end of period   $286,795   $365,052
Derecognized during the period   -   -
Total   $286,795   $365,052

 

c.In consideration of the Company’s investment strategy, the Company disposed and derecognized certain investments designated as fair value through other comprehensive income. Details on derecognition of such investments for the nine-month periods ended September 30, 2020 and 2019 are as follow:

 

21
 

 

   

For the nine-month periods

ended September 30,

    2020   2019
Fair value on the date of disposal   $9,012,450   $44,466
Cumulative gains (losses) reclassified to retained earnings due to derecognition   $1,825,365   $(176,898)

 

Please refer to Note 6 (6) for details on cumulative gains reclassified to retained earnings due to derecognition.

 

(6)Investments Accounted for Under the Equity Method

 

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

 

             
    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Investee companies   Amount   Percentage of ownership or voting rights   Amount   Percentage of ownership or voting rights   Amount   Percentage of ownership or voting rights
Listed companies                        
FARADAY TECHNOLOGY CORP. (FARADAY) (Note A)   $1,500,343   13.78   $1,470,499   13.78   $1,453,030   13.78
UNIMICRON TECHNOLOGY CORP. (UNIMICRON) (Note B)   8,843,183   13.37   -   -   -   -

CLIENTRON CORP. (CLIENTRON)

(Note C)

  -   -   276,866   21.90   268,224   22.39
Unlisted companies                        
MTIC HOLDINGS PTE. LTD.   8,669   45.44   18,157   45.44   2,122   45.44
WINAICO IMMOBILIEN GMBH (Note D)   -   44.78   -   44.78   -   44.78
PURIUMFIL INC.   7,441   44.45   7,164   44.45   8,923   44.45
UNITECH CAPITAL INC.   741,353   42.00   642,660   42.00   604,957   42.00
TRIKNIGHT CAPITAL CORPORATION   2,256,411   40.00   2,281,631   40.00   1,543,533   40.00
HSUN CHIEH CAPITAL CORP.   185,749   40.00   122,060   30.00   142,593   30.00
HSUN CHIEH INVESTMENT CO., LTD.   6,917,663   36.49   4,378,193   36.49   3,809,622   36.49
YANN YUAN INVESTMENT CO., LTD.   4,706,077   30.87   3,829,934   30.87   3,562,799   30.87
UNITED LED CORPORATION HONG KONG LIMITED   $98,515   25.14   $121,973   25.14   $133,151   25.14
VSENSE CO., LTD.   4,682   24.39   592   25.90   26,131   26.89
TRANSLINK CAPITAL PARTNERS I, L.P. (Note E)   175,470   10.38   172,414   10.38   170,279   10.38
Total   $25,445,556       $13,322,143       $11,725,364    

 

22
 

 

 

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: Beginning from June 2020, the Company accounts for its investment in UNIMICRON as an associate given the fact that the Company obtained the ability to exercise significant influence over UNIMICRON through representation on its Board of Directors. UNIMICRON was previously measured at fair value through other comprehensive income and reclassified as investments accounted for under the equity method. Cumulative fair changes that was previously recognized in other comprehensive income up to reclassification date was reclassified to retained earnings in the current period.

 

Note C: In April 2020, the Company disposed of the ownership of shares of CLIENTRON and reclassified the investment as financial assets at fair value through profit or loss due to loss of significant influence over it.

23
 

 

Note D: WINAICO IMMOBILIEN GMBH is a joint venture to the Company.

 

Note E: 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$10,344 million, NT$1,747 million and NT$1,721 million, as of September 30, 2020, December 31, 2019 and September 30, 2019, respectively. The fair value of these investments were NT$16,094 million, NT$2,244 million and NT$2,207 million, as of September 30, 2020, December 31, 2019 and September 30, 2019, respectively.

 

Certain investments accounted for under the equity method were reviewed by other independent accountants. Shares of profit or loss of these associates and joint ventures amounted to NT$2,788 million, NT$77 million, NT$2,851 million and NT$560 million for the three-month and nine-month periods ended September 30, 2020 and 2019, respectively. Share of other comprehensive income (loss) of these associates and joint ventures amounted to NT$850 million, NT$326 million, NT$809 million and NT$869 million for the three-month and nine-month periods ended September 30, 2020 and 2019, respectively. The balances of investments accounted for under the equity method were NT$23,465 million, NT$11,704 million and NT$9,789 million as of September 30, 2020, December 31, 2019 and September 30, 2019, respectively.

 

Although the Company is the first major shareholder of some associates; after comprehensive assessment, the Company does not own the major voting rights as the remaining voting rights holders are able to align and prevent the Company from ruling the relevant operation. Therefore, the Company does not control but owns significant influence over the aforementioned associates.

 

24
 

None of the aforementioned associates and joint ventures were pledged.

 

b.Financial information of associates and joint ventures:

 

There is no individually significant associate or joint venture for the Company. When an associate or a joint venture is a foreign operation, and the functional currency of the foreign entity is different from the Company, an exchange difference arising from translation of the foreign entity will be recognized in other comprehensive income (loss). Such exchange differences recognized in other comprehensive income (loss) in the financial statements for the three-month and nine-month periods ended September 30, 2020 and 2019 were NT$(13) million, NT$2 million, NT$(25) million and NT$34 million, respectively, which were not included in the following table.

 

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

 

   

For the three-month periods

ended September 30,

    2020   2019
Income (loss) from continuing operations   $2,778,475   $108,905
Other comprehensive income (loss)   960,783   324,412
Total comprehensive income (loss)   $3,739,258   $433,317

 

   

For the nine-month periods

ended September 30,

    2020   2019
Income (loss) from continuing operations   $2,845,848   $505,913
Other comprehensive income (loss)   922,444   875,054
Total comprehensive income (loss)   $3,768,292   $1,380,967

 

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 three-month and nine-month periods ended September 30, 2020 and 2019.

 

c.One of UMC’s associates, HSUN CHIEH INVESTMENT CO., LTD., held 441 million shares of UMC’s stock as of September 30, 2020, December 31, 2019 and September 30, 2019 respectively. Another associate, YANN YUAN INVESTMENT CO., LTD., held 201 million, 200 million and 200 million shares of UMC’s stock as of September 30, 2020, December 31, 2019 and September 30, 2019, respectively.

 

(7)Other current assets

 

25
 

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Time deposits over three months to a year   $9,878,188   $2,353,066   $2,227,182
Costs to fulfill a contract   852,222   559,809   648,280
Others   73,121   -   15,558,990
Total   $10,803,531   $2,912,875   $18,434,452

 

On October 1, 2019, the Company acquired remaining shares of MIE FUJITSU SEMICONDUCTOR LIMITED (MIFS) in a total of JPY 54.4 billion, and the bank deposits for this acquisition were accounted for as other current assets as of September 30, 2019 due to restricted use.

 

(8)Property, Plant and Equipment

 

For the nine-month period ended September 30, 2020:

 

a.Assets Used by the Company:

 

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, 2020   $1,692,123   $38,437,588   $865,547,572   $65,909   $6,842,124   $65,883   $5,583,516   $918,234,715
Additions   -   -   -   -   -   -   17,111,041   17,111,041
Disposals   -   (1,316,833)   (4,320,496)   (10,770)   (168,241)   -   (12,938)   (5,829,278)
Transfers and reclassifications   -   80,819   9,665,359   -   208,192   94   (8,704,173)   1,250,291
Exchange effect   (3,623)   (132,321)   (5,205,327)   (310)   (21,697)   (1,420)   (58,356)   (5,423,054)
As of September 30, 2020   $1,688,500   $37,069,253   $865,687,108   $54,829   $6,860,378   $64,557   $13,919,090   $925,343,715

 

26
 

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, 2020   $-   $18,950,520   $745,722,965   $47,794   $5,383,434   $46,147   $-   $770,150,860
Depreciation   -   1,285,114   32,572,131   4,016   383,160   5,906   -   34,250,327
Disposals   -   (788,342)   (4,318,727)   (10,326)   (168,206)   -   -   (5,285,601)
Transfers and reclassifications   -   -   -   -   1,915   (1,915)   -   -
Exchange effect   -   (11,665)   (4,321,047)   (124)   (15,191)   (1,369)   -   (4,349,396)
As of September 30, 2020   $-   $19,435,627   $769,655,322   $41,360   $5,585,112   $48,769   $-   $794,766,190
Net carrying amount:                                
As of September 30, 2020   $1,688,500   $17,633,626   $96,031,786   $13,469   $1,275,266   $15,788   $13,919,090   $130,577,525

 

  

b.Assets Subject to Operating Leases:

 

Cost:

 

                     
    Land   Buildings  

Machinery

and equipment

 

Furniture

and fixtures

  Total
As of January 1, 2020   $459,635   $2,637,271   $125,413   $1,315,180   $4,537,499
Disposals   -   (179,132)   -   -   (179,132)
Exchange effect   (30)   (8,065)   -   (3,236)   (11,331)
As of September 30, 2020   $459,605   $2,450,074   $125,413   $1,311,944   $4,347,036

 

 

Accumulated Depreciation and Impairment:

                     
    Land   Buildings  

Machinery

and equipment

 

Furniture

and fixtures

  Total
As of January 1, 2020   $-   $1,019,036   $125,413   $1,102,809   $2,247,258
Depreciation   -   76,514   -   51,980   128,494
Disposals   -   (107,240)   -   -   (107,240)
Exchange effect   -   (3,932)   -   (2,152)   (6,084)
As of September 30, 2020   $-   $984,378   $125,413   $1,152,637   $2,262,428
Net carrying amount:                    
As of September 30, 2020   $459,605   $1,465,696   $-   $159,307   $2,084,608

 

27
 

 

 

In order to improve operations, reduce fixed costs and obtain the funds required for the company future operation, the subsidiary of new business segment (NEXPOWER) disposed of the building and its facility equipment located in Taichung City in accordance with a resolution of the Board of Directors’ meeting. Therefore, it was reclassified as non-current assets held for sale in the second quarter of 2020. The Company completed the disposal in the third quarter of 2020 and recorded in the other operating income and expenses a disposal gain of NT$1,081 million.

 

For the nine-month period ended September 30, 2019:

 

a.Assets Used by the Company:

 

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, 2019   $861,487   $35,681,733   $853,481,220   $66,355   $6,736,916   $53,449   $10,550,763   $907,431,923
Additions   -   -   -   -   -   -   11,547,114   11,547,114
Disposals   -   (420)   (1,417,819)   (3,576)   (15,680)   (1,128)   (21,717)   (1,460,340)
Transfers and reclassifications   -   88,067   15,323,678   3,557   236,450   9,647   (14,976,976)   684,423
Exchange effect   -   (188,323)   (1,070,114)   (163)   (15,987)   214   (4,336)   (1,278,709)
As of September 30, 2019   $861,487   $35,581,057   $866,316,965   $66,173   $6,941,699   $62,182   $7,094,848   $916,924,411

 

 

28
 

 

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, 2019   $-   $17,549,256   $714,286,307   $45,434   $5,112,684   $49,580   $5,949   $737,049,210
Depreciation   -   1,100,476   33,091,274   4,572   362,180   1,561   -   34,560,063
Impairment loss   -   -   85,202   -   -   -   -   85,202
Disposals   -   (407)   (1,416,170)   (3,576)   (15,473)   (1,128)   -   (1,436,754)
Transfers and reclassifications   -   -   (64,601)   -   (428)   -   -   (65,029)
Exchange effect   -   (26,550)   127,068   (91)   (5,951)   221   -   94,697
As of September 30, 2019   $-   $18,622,775   $746,109,080   $46,339   $5,453,012   $50,234   $5,949   $770,287,389
Net carrying amount:                                
As of September 30, 2019   $861,487   $16,958,282   $120,207,885   $19,834   $1,488,687   $11,948   $7,088,899   $146,637,022

 

b.Assets Subject to Operating Leases:

 

Cost:

 

    Land   Buildings  

Machinery

and equipment

 

Furniture

and fixtures

  Total
As of January 1, 2019   $452,915   $2,624,569   $207,285   $1,319,985   $4,604,754
Disposals   -   (623)   -   (237)   (860)
Transfers and reclassifications   -   -   (81,872)   2,847   (79,025)
Exchange effect   -   (2,083)   -   (4,984)   (7,067)
As of September 30, 2019   $452,915   $2,621,863   $125,413   $1,317,611   $4,517,802

 

Accumulated Depreciation and Impairment:

 

    Land   Buildings  

Machinery

and equipment

 

Furniture

and fixtures

  Total
As of January 1, 2019   $-   $915,988   $188,881   $1,036,003   $2,140,872
Depreciation   -   79,463   3,827   53,292   136,582
Disposals   -   (333)   -   (237)   (570)
Transfers and reclassifications   -   -   (67,295)   10   (67,285)
Exchange effect   -   690   -   (1,798)   (1,108)
As of September 30, 2019   $-   $995,808   $125,413   $1,087,270   $2,208,491
Net carrying amount:                    
As of September 30, 2019   $452,915   $1,626,055   $-   $230,341   $2,309,311

 

29
 

  

In the second quarter of 2019, the Company reclassified SOCIALNEX ITALIA 1 S.R.L (SOCIALNEX), a subsidiary, as a disposal group held for sale. As such, the Company performed an impairment test on the cash-generating unit (CGU) composed of property, plant and equipment before reclassifying the CGU as a single disposal group held for sale. The Company, determined the recoverable amount of the CGU based on the net selling price which was categorized to Level 3 and the impairment test revealed the recoverable amount of the CGU to be less than its carrying amount. Thus, the Company recorded in the other operating income and expenses an impairment loss of NT$85 million for the nine-month period ended September 30, 2019, on the CGU to be disposed of from the new business segment. The Company disposed SOCIALNEX in November 2019.

 

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

 

(9)Leases

 

The Company leases various properties, such as land (including land use right), buildings, machinery and equipment, transportation equipment and other equipment with lease terms of 1 to 30 years, except for the land use rights with lease term of 50 years. Most lease contracts of land located in R.O.C state that lease payments will be adjusted based on the announced land value. The Company does not have purchase options of leased land at the end of the lease terms.

 

a.The Company as a lessee

 

(a)Right-of-use Assets

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Land (including land use right)   $5,192,719   $5,700,136   $5,832,299
Buildings   376,874   473,558   434,357
Machinery and equipment   2,309,962   2,092,924   1,785,529
Transportation equipment   9,842   12,019   8,477
Other equipment   11,791   12,880   13,375
Net   $7,901,188   $8,291,517   $8,074,037

 

   

For the three-month periods

ended September 30,

    2020   2019
Depreciation        
Land (including land use right)   $86,892   $90,533
Buildings   29,704   22,797
Machinery and equipment   55,246   40,558
Transportation equipment   2,058   1,388
Other equipment   1,167   1,011
Total   $175,067   $156,287

 

30
 

 

   

For the nine-month periods

ended September 30,

    2020   2019
Depreciation        
Land (including land use right)   $251,246   $277,268
Buildings   89,999   57,562
Machinery and equipment   167,476   123,074
Transportation equipment   6,228   4,178
Other equipment   3,458   2,965
Total   $518,407   $465,047

 

i.For the nine-month periods ended September 30, 2020 and 2019, the Company’s addition to right-of-use assets amounted to NT$564 million and NT$260 million, respectively.

 

ii.Please refer to Note 8 for right-of-use assets pledged as collateral.

 

(b)Lease Liabilities

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Current   $552,145   $569,957   $467,610
Noncurrent   5,183,579   5,461,068   5,258,281
Total   $5,735,724   $6,031,025   $5,725,891

 

Please refer to Note 6(22) for the interest expenses on the lease liabilities.

 

b.The Company as a lessor

 

The Company entered into leases on certain property, plant and equipment which are classified as operating leases as they did not transfer substantially all of the risks and rewards incidental to ownership of the underlying assets. The main contracts are to lease the dormitory to the employees with cancellation clauses. Please refer to Note 6(8) for relevant disclosure of property, plant and equipment for operating leases.

 

31
 

  

(10)Intangible Assets

 

For the nine-month period ended September 30, 2020:

 

Cost:

 

    Goodwill   Software   Patents and technology license fees   Others   Total
As of January 1, 2020   $15,012   $3,347,148   $4,183,505   $3,548,006   $11,093,671
Additions   -   1,085,925   212,229   506,894   1,805,048
Write-off   -   (236,828)   (11,023)   (807,989)   (1,055,840)
Reclassifications   -   (8,886)   -   -   (8,886)
Exchange effect   -   22,531   (103,635)   2,566   (78,538)
As of September 30, 2020   $15,012   $4,209,890   $4,281,076   $3,249,477   $11,755,455

 

Accumulated Amortization and Impairment:

 

    Goodwill   Software   Patents and technology license fees   Others   Total
As of January 1, 2020   $7,398   $951,176   $2,299,223   $2,637,627   $5,895,424
Amortization   -   1,009,736   401,757   580,249   1,991,742
Write-off   -   (236,828)   (11,023)   (807,989)   (1,055,840)
Exchange effect   -   24,935   (55,169)   2,327   (27,907)
As of September 30, 2020   $7,398   $1,749,019   $2,634,788   $2,412,214   $6,803,419

Net carrying amount:

As of September 30, 2020

  $7,614   $2,460,871   $1,646,288   $837,263   $4,952,036

 

For the nine-month period ended September 30, 2019:

 

Cost:

 

    Goodwill   Software   Patents and technology license fees   Others   Total
As of January 1, 2019   $15,012   $1,125,804   $4,511,629   $3,190,116   $8,842,561
Additions   -   1,378,215   293,654   524,351   2,196,220
Write-off   -   (205,958)   (953,128)   (355,232)   (1,514,318)
Reclassifications   -   54,212   -   (97)   54,115
Exchange effect   -   (14,874)   (261,634)   (0)   (276,508)
As of September 30, 2019   $15,012   $2,337,399   $3,590,521   $3,359,138   $9,302,070

 

32
 

  

Accumulated Amortization and Impairment:

 

    Goodwill   Software   Patents and technology license fees   Others   Total
As of January 1, 2019   $-   $601,649   $2,843,411   $2,405,697   $5,850,757
Amortization   -   428,514   359,303   624,127   1,411,944
Write-off   -   (205,958)   (953,128)   (355,232)   (1,514,318)
Reclassifications   -   418   -   (97)   321
Exchange effect   -   (10,397)   (79,140)   (0)   (89,537)
As of September 30, 2019   $-   $814,226   $2,170,446   $2,674,495   $5,659,167

Net carrying amount:

As of September 30, 2019

  $15,012   $1,523,173   $1,420,075   $684,643   $3,642,903

 

The amortization amounts of intangible assets are as follows:

    For the three-month periods ended September 30,
    2020   2019
Operating costs   $220,815   $166,246
Operating expenses   $464,580   $342,799

 

   

For the nine-month periods

ended September 30,

    2020   2019
Operating costs   $657,448   $554,773
Operating expenses   $1,334,294   $857,171

 

(11)Short-Term Loans

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Unsecured bank loans   $7,571,645   $8,080,200   $7,916,303
Unsecured other loans   -   3,935,006   8,566,653
Total   $7,571,645   $12,015,206   $16,482,956

 

33
 

 

    For the nine-month periods ended September 30,
    2020   2019
Interest rates applied   0.00%~4.05%   0.00%~4.55%

 

The Company’s unused short-term lines of credit amounted to NT$59,958 million, NT$64,169 million and NT$66,682 million as of September 30, 2020, December 31, 2019 and September 30, 2019, respectively.

 

 

(12)Bonds Payable

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Unsecured domestic bonds payable   $18,700,000   $21,200,000   $21,200,000
Unsecured convertible bonds payable   -   17,729,293   18,196,332
Less: Discounts on bonds payable   (10,314)   (147,877)   (243,604)
Total   18,689,686   38,781,416   39,152,728
Less: Current portion   (1,999,856)   (20,093,825)   (20,465,835)
Net   $16,689,830   $18,687,591   $18,686,893

 

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 mid-March 2013   NT$2,500 million   1.50%   Interest was paid annually and the principal was fully repaid in March 2020.
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.
34
 

 

b.On May 18, 2015, UMC issued SGX-ST listed currency linked zero coupon convertible bonds. In accordance with IAS 32 “Financial Instruments Presentation”, 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%. The terms and conditions of the bonds were as follows:

 

i.Issue Amount: US$600 million

 

ii.Period: May 18, 2015 ~ May 18, 2020 (Maturity date)

 

iii.Redemption:
(i)UMC may redeem the bonds, in whole or in part, after 3 years of the issuance and prior to the maturity date, at the principal amount of the bonds with an interest calculated at the rate of -0.25% per annum (the Early Redemption Amount) if the closing price of the ordinary shares of UMC on the TWSE, for a period of 20 out of 30 consecutive trading days, the last of which occurs not more than 5 days prior to the date upon which notice of such redemption is published, is at least 125% of the conversion price. The Early Redemption Price will be converted into NTD based on the Fixed Exchange Rate (NTD 30.708=USD 1.00), and this fixed NTD amount will be converted using the prevailing rate at the time of redemption for payment in USD.
(ii)UMC may redeem the bonds, in whole, but not in part, at the Early Redemption Amount if at least 90% in principal amount of the bonds has already been converted, redeemed or repurchased and cancelled.
(iii)UMC may redeem all, but not part, of the bonds, at the Early Redemption Amount at any time, in the event of certain changes in the R.O.C.’s tax rules which would require UMC to gross up for payments of principal, or to gross up for payments of interest or premium.

 

35
 

 

(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.

 

iv.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.

 

v.Conversion of Bonds:

The last conversion date of the bonds was on March 31, 2020. For the nine-month periods ended September 30, 2020 and 2019, the outstanding principal amount of the convertible bonds totaling US$215 million and nil had been converted into 465 million shares and nil, respectively.

 

Upon the maturity date of May 18, 2020, UMC fully redeemed the remaining unconverted bonds at 98.76% of the principal amount. The principal amount of redemption amounted to US$369 million. UMC reclassified cancelled convertible rights of NT$1,166 million from additional paid in capital-stock options to additional paid in capital-others.

 

(13)Long-Term Loans

 

a.Details of long-term loans as of September 30, 2020, December 31, 2019 and September 30, 2019 are as follows:
36
 

 

         
    As of    
Lenders  

September 30,

2020

 

December 31,

2019

 

September 30,

2019

  Redemption
Secured Long-Term Loan from Mega International Commercial Bank (1)   $2,187   $3,827   $4,373   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 Mega International Commercial Bank (2)   20,680   10,380   -   Effective October 24, 2019 to October 24, 2024.  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)   -   1,288   1,718   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 (2)   62,432   71,351   74,324   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 (3)   24,062   29,896   32,813   Repayable monthly from May 31, 2019 to May 31, 2023 with monthly interest payments.
Secured Long-Term Loan from Taiwan Cooperative Bank (4)   59,000   -   -   Repayable monthly from September 13, 2020 to August 13, 2025 with monthly interest payments.
Secured Syndicated Loans from China Development Bank and 6 others   24,263,169   26,892,457   28,189,159   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.
Unsecured Long-Term Loan from CTBC Bank   -   747,900   747,900   Settlement beforehand on September 28, 2020 with monthly interest payments.
Unsecured Long-Term Loan from ICBC Bank   1,660,847   1,744,975   1,759,831   Repayable semi-annually from March 10, 2020 to September 9, 2021 with quarterly interest payments.
Unsecured Long-Term Loan from Bank of Taiwan   2,000,000   -   -   Effective March 10, 2022 to December 10, 2024.  Principal is repaid in 12 quarterly payments with monthly interest payments.
Unsecured Long-Term Loan from Taiwan Cooperative Bank   3,000,000   -   -   Effective May 5, 2023 to May 5, 2025. Principal is repaid in 9 quarterly payments with monthly interest payments.
Unsecured Revolving Loan from HSBC (Taiwan) Bank (Note A)   -   -   2,030,000   Settlement beforehand on October 28, 2019 with monthly interest payments.
Unsecured Revolving Loan from CTBC Bank (Note B)   -   -   2,436,000   Settlement beforehand on December 27, 2019 with monthly interest payments.
Unsecured Revolving Loan from Taipei Fubon Bank (Note C)   1,500,000   -   -   Repayable annually from August 9, 2021 to August 9, 2023 with monthly interest payments.
Unsecured Revolving Loan from Mega International Commercial Bank (Note D)   2,000,000   2,000,000   2,000,000   Repayable semi-annually from October 16, 2020 to April 16, 2022 with monthly interest payments.
Unsecured Revolving Loan from Chang Hwa Commercial Bank (Note E)   1,400,000   2,400,000   2,400,000   Repayable quarterly from October 27, 2021 to October 27, 2022 with monthly interest payments.
Unsecured Revolving Loan from KGI Bank (Note F)   2,000,000   -   -   Repayable annually from December 11, 2021 to December 11, 2023 with monthly interest payments.
Unsecured Revolving Loan from CTBC Bank (Note G)   1,000,000   -   -   Settlement due on December 31, 2024 with monthly interest payments.
Unsecured Revolving Loan from First Commercial Bank (Note H)   600,000   -   -   Settlement due on May 15, 2025 with monthly interest payments.
Subtotal   39,592,377   33,902,074   39,676,118    
Less: Current portion   (6,825,660)   (4,701,775)   (3,133,617)    
Total   $32,766,717   $29,200,299   $36,542,501    

 

37
 

  

   

For the nine-month periods ended

September 30,

    2020   2019
Interest rates applied   0.84%~4.67%   0.55%~5.56%

 

Note A: UMC entered into a 2-year loan agreement with HSBC(Taiwan) Bank, effective from July 29, 2019. The agreement offered UMC a revolving line of credit of US$70 million starting from the first use of the loan to the expiration date of the agreement, October 28, 2019. As of September 30, 2019, the unused line of credit was US$4.7 million.

 

Note B: UMC entered into a 5-year loan agreement with CTBC Bank, effective from January 25, 2016. The agreement offered UMC a revolving line of credit of NT$2.5 billion starting from the first use of the loan to the expiration date of the agreement, December 31, 2019. As of September 30, 2019, the unused line of credit was NT$64 million.

 

38
 

Note C: UMC entered into a 5-year loan agreement with Taipei Fubon Bank, effective from February 9, 2018. The agreement offered UMC a revolving line of credit of NT$2 billion. This line of credit will be reduced starting from the end of the two years after the first use and every twelve months thereafter, with a total of four adjustments. The expiration date of the agreement is August 9, 2023. As of September 30, 2020, December 31, 2019 and September 30, 2019, the unused line of credit were nil, NT$2 billion and NT$2 billion, respectively.

 

Note D: UMC entered into a 5-year loan agreement with Mega International Commercial Bank, effective from October 17, 2016. The agreement offered UMC a revolving line of credit of NT$3 billion. This line of credit will be reduced starting from the end of the two years and six months after the first use and every six months thereafter, with a total of six adjustments. The expiration date of the agreement is April 16, 2022. As of September 30, 2020, December 31, 2019 and September 30, 2019, the unused line of credit were nil, NT$0.5 billion and NT$1 billion, respectively.

 

Note E: UMC entered into a 5-year loan agreement with Chang Hwa Commercial Bank, effective from November 2, 2016. The agreement offered UMC a revolving line of credit of NT$3 billion. This line of credit will be reduced starting from the end of the third year after the first use and every three months thereafter, with a total of nine adjustments. The expiration date of the agreement is October 27, 2022. As of September 30, 2020, December 31, 2019 and September 30, 2019, the unused line of credit were NT$1.6 billion, NT$0.6 billion and NT$0.6 billion, respectively.

 

Note F: UMC entered into a 5-year loan agreement with KGI Commercial Bank, effective from September 11, 2018. The agreement offered UMC a revolving line of credit of NT$2.5 billion. This line of credit will be reduced starting from the end of the second year after the first use and every twelve months thereafter, with a total of four adjustments. The expiration date of the agreement is December 11, 2023. As of September 30, 2020, December 31, 2019 and September 30, 2019, the unused line of credit were NT$0.5 billion, NT$2.5 billion and NT$2.5 billion, respectively.

 

39
 

Note G: CTBC Bank approved the 5-year credit loan on December 31, 2019, which offered UMC a revolving line of credit of NT$2.9 billion starting from the approval date to December 31, 2024. As of September 30, 2020 and December 31, 2019, the unused line of credit were NT$1.9 billion and NT$2.9 billion, respectively.

 

Note H: First Commercial Bank approved the 1-year credit loan on December 30, 2019, which offered UMC a revolving line of credit of NT$2 billion starting from the approval date to December 30, 2020. As of September 30, 2020 and December 31, 2019, the unused line of credit were NT$1.4 billion and NT$2 billion, respectively.

 

b.Please refer to Note 8 for property, plant and equipment and right-of-use assets 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. 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$380 million, NT$340 million, NT$1,098 million and NT$1,014 million are contributed by the Company for the three-month and nine-month periods ended September 30, 2020 and 2019, respectively.

 

b.Defined benefit plan

 

The employee pension plan mandated by the Labor Standards Act of the R.O.C. is a defined benefit plan. The pension benefits are disbursed based on the units of service years and average monthly salary prior to retirement according to the Labor Standards Act. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year and the total units will not exceed 45 units. The Company contributes an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited with the Bank of Taiwan under the name of a pension fund supervisory committee. The pension fund is managed by the government’s designated authorities and therefore is not included in the Company’s consolidated financial statements. Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year. For the three-month and nine-month periods ended September 30, 2020 and 2019, total pension expenses of NT$10 million, NT$15 million, NT$30 million and NT$44 million, respectively, were recognized by the Company.

 

40
 
(15)Deferred Government Grants

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Beginning balance   $13,551,553   $17,480,904   $17,480,904
Arising during the period   482,389   617,685   639,730
Recorded in profit or loss:            
Other operating income   (2,995,847)   (4,062,148)   (3,061,189)
Exchange effect   (178,048)   (484,888)   (359,702)
Ending balance   $10,860,047   $13,551,553   $14,699,743
             
Current   $3,778,175   $3,780,579   $3,932,691
Noncurrent   7,081,872   9,770,974   10,767,052
Total   $10,860,047   $13,551,553   $14,699,743

 

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 (classified under other current liabilities)

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Refund liabilities   $1,489,962   $2,078,075   $1,680,427

 

(17)Equity

 

41
 

 

a.Capital stock:

 

i.UMC had 26,000 million common shares authorized to be issued as of September 30, 2020, December 31, 2019 and September 30, 2019, of which 12,422 million shares, 11,724 million shares, and 11,724 million shares were issued as of September 30, 2020, December 31, 2019 and September 30, 2019, respectively, each at a par value of NT$10.

 

ii.UMC had 127 million, 138 million and 139 million ADSs, which were traded on the NYSE as of September 30, 2020, December 31, 2019 and September 30, 2019, respectively. The total number of common shares of UMC represented by all issued ADSs were 633 million shares, 692 million shares and 695 million shares as of September 30, 2020, December 31, 2019 and September 30, 2019, respectively. One ADS represents five common shares.

iii.On June 28, 2019, UMC cancelled 400 million shares of treasury stock, which were repurchased during the period from May 13 to June 13, 2016 for the purpose of transferring to employees, and repurchased during the period from April 26 to June 13, 2019 for the purpose of maintaining UMC’s credit and its stockholders’ rights and interests.

 

iv.On March 11, 2019, UMC cancelled 300 million shares of treasury stock, which were repurchased during the period from November 7, 2018 to January 4, 2019, for the purpose of maintaining UMC’s credit and its stockholders’ rights and interests.

 

v.Please refer to Note 6(12) for the Company’s conversion of unsecured convertible bonds into ordinary shares of UMC for the nine-month periods ended September 30, 2020 and 2019, respectively.

 

vi.On September 1, 2020, UMC issued restricted stocks for its employees in a total of 200 million shares with a par value of NT$10 each. The issuance was approved by the competent authority and the registration was completed. Please refer to Note 6(18) for the information of restricted stocks.

 

b.Treasury stock:

 

i.UMC carried out a treasury stock program and repurchased its shares from the centralized securities exchange market. The purpose for the repurchase and changes in treasury stock during the nine-month periods ended September 30, 2020 and 2019 are as follows:

 

42
 

For the nine-month period ended September 30, 2020

(In thousands of shares)

 

Purpose  

As of

January 1,

2020

  Increase   Decrease  

As of

September 30,

2020

For transfer to employees   -   105,000   105,000   -

 

For the nine-month period ended September 30, 2019

(In thousands of shares)

 

Purpose  

As of

January 1,

2019

  Increase   Decrease  

As of

September 30,

2019

For transfer to employees   200,000   -   200,000   -
To maintain UMC’s credit and stockholders’ rights and interests   280,000   220,000   500,000   -
    480,000   220,000   700,000   -

 

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 September 30, 2020, December 31, 2019 and September 30, 2019, 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.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. As of September 30, 2020, December 31, 2019 and September 30, 2019, UMC’s subsidiary, FORTUNE VENTURE CAPITAL CORP., held 16 million shares of UMC’s stock. The closing price on September 30, 2020, December 31, 2019 and September 30, 2019, were NT$28.55, NT$16.45 and NT$13.40, respectively.

 

43
 

 

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, if applicable, may be distributed preferentially as preferred shares dividends for the current year, and if there is still a remaining balance, in addition to the previous year’s unappropriated earnings, UMC shall distribute it according to the distribution plan proposed by the Board of Directors according to the dividend policy and submitted to the stockholders’ meeting for approval.

 

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

 

According to the regulations of Taiwan FSC, UMC is required to appropriate a special reserve in the amount equal to the sum of debit elements under equity, such as unrealized loss on financial instruments and debit balance of exchange differences on translation of foreign operations, at every year-end. Such special reserve is prohibited from distribution. However, if any of the debit elements is reversed, the special reserve in the amount equal to the reversal may be released for earnings distribution or offsetting accumulated deficits.

 

44
 

The appropriation of earnings for 2019 and 2018 were approved by the stockholders’ meeting held on June 10, 2020 and June 12, 2019, respectively. The details of appropriation are as follows:

 

   

Appropriation of earnings

(in thousand NT dollars)

 

Cash dividend per share

(NT dollars)

    2019   2018   2019   2018
Legal reserve   $963,947   $707,299        
Special reserve   (3,491,626)   14,513,940        
Cash dividends   9,765,155   6,916,105   $0.75   $0.58

  

The appropriation of earnings for 2019 approved by the stockholders’ meeting on June 10, 2020 is different from the amounts disclosed in the consolidated and parent company only financial statements for the year ended December 31, 2019 because of the additional legal reserve appropriated for the reversal of special reserve in accordance with the Rule No. 10902005780 subsequently issued by the Ministry of Economic Affairs, R.O.C. on March 3, 2020.

 

The aforementioned 2019 and 2018 appropriation approved by stockholders’ meeting was consistent with the resolutions of meeting of Board of Directors held on April 27, 2020 and March 6, 2019.

 

The cash dividend per share for 2019 was adjusted to NT$0.80395653 per share. The adjustment was made for the net decrease in outstanding common shares due to the share repurchase program and the conversion of convertible bonds into ordinary shares of UMC.

 

The cash dividend per share for 2018 was adjusted to NT$0.58989396 per share according to the resolution of the Board of Directors’ meeting on June 19, 2019. The adjustment was made for the decrease in outstanding common shares due to the share repurchase program.

 

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

 

d.Non-controlling interests:

 

45
 

 

   

For the nine-month periods

ended September 30,

    2020   2019
Adjusted balance as of January 1   $410,065   $466,768
Attributable to non-controlling interests:        
Net loss   (1,703,074)   (2,897,201)
Other comprehensive income (loss)   126,656   (23,303)
The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries   106,879   -
Changes in subsidiaries’ ownership   1,291   23,940
Non-controlling interests   (570,188)   -
Others   1,781,878   2,835,195
Ending balance   $153,507   $405,399

 

(18)Share-Based Payment

 

a.Treasury stock plan for employees

 

In August 2018, the Company carried out a compensation plan to offer 200 million shares of treasury stock to qualified employees of UMC. 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 once granted, 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 over the vesting period in which the services conditions are fulfilled, together with a corresponding increase in equity. For the three-month and nine-month periods ended September 30, 2020 and 2019, the compensation cost of NT$32 million, NT$107 million, NT$107 million and NT$328 million, respectively, were recognized in expenses by the Company.

 

In September 2020, the Company carried out a compensation plan to offer 105 million shares of treasury stock to qualified employees of the Company. 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$21.45 per share. For the stocks vested on the date of grant, the Company recognized the entire compensation cost once granted, whereas for the stocks with requisite service conditions to vest at the end of one year from the date of grant, the Company recognizes the compensation cost over the period in which the services conditions are fulfilled, together with a corresponding increase in equity. For the three-month and nine-month periods ended September 30, 2020, the compensation cost of NT$274 million and NT$274 million, respectively, were recognized in expenses by the Company.

 

46
 

b.Restricted stock plan for employees

 

On June 10, 2020, the stockholders approved a compensation plan in their meeting to issue restricted stocks to qualified employees of UMC without consideration. The maximum shares to be issued are 233 million common shares. The Company is authorized to issue restricted stocks in one tranche or in installments, under the custody of trust institution, within one year from the date of receiving the effective registration from the competent authority. The issuance plan was authorized for effective registration by the Securities and Futures Bureau of the FSC and accordingly, 200 million shares of restricted stock for employees were issued without consideration on September 1, 2020. The life of the plan is four years. Beginning from the end of two years since the date of grant, those employees who fulfill both service period and performance conditions set by the Company are gradually eligible to the vested restricted stocks at certain percentage and time frame. For those employees who fail to fulfill the vesting conditions, the Company will recall and cancel their stocks without consideration. During the vesting period, the restricted stock holders are entitled the same rights as those of common stock holders including the right to receive dividends, but are restricted to sell, pledge, set guarantee, transfer, grant, or dispose the restricted stocks in any other ways. Related information can be obtained from the “Market Observation Post System” on the website of the TWSE.

 

The compensation cost for the equity-settled share-based payment was measured at fair value based on the closing quoted market price of the shares on the grant date, NT$21.8 per share. The unvested restricted stocks issued on the grant date for employees are recognized in unearned employee compensation as a transitional contra equity account and such account shall be amortized as compensation expense over the vesting period. For the three-month and nine-month periods ended September 30, 2020, the compensation cost of NT$124 million and NT$124 million, respectively, were recognized in expenses by the Company.

 

c.Stock appreciation right plan for employees

 

In September 2020, the Company carried out a compensation plan to grant 26 million units of cash-settled stock appreciation right to qualified employees of the Company without consideration. One unit of stock appreciation right to employees represents a right to the intrinsic value of one common share of UMC. The life of the plan is four years. Beginning from the end of two years since the date of grant, those employees who fulfill both service period and performance conditions set by the Company are gradually eligible to the vested stock appreciation right at certain percentage and time frame. For those employees who fail to fulfill the vesting conditions, the Company will withdraw their rights without consideration. During the vesting period, the holders of the stock appreciation right are not entitled the same rights as those of common stock holders of UMC.

 

47
 

 

The compensation cost for the cash-settled share-based payment was measured at fair value on the grant date by using Black-Scholes Option Pricing Model and will be remeasured at the end of each reporting period until settlement. The assumptions used are as below:

 

   

 

As of September 30, 2020

Share price of measurement date (NT$/ per share)   $28.55
Expected volatility   30.79%~34.29%
Expected life   1.92~3.92 years
Expected dividend yield   4.73%
Risk-free interest rate   0.18%~0.28%

 

For the three-month and nine-month periods ended September 30, 2020, the compensation cost of NT$16 million and NT$16 million, respectively, were recognized in expenses by the Company. As of September 30, 2020, the liabilities for stock appreciation right recognized amounted to NT$16 million. The intrinsic value for the liabilities of vested rights was nil.

 

(19)Operating Revenues

 

a.Disaggregation of revenue

 

i.By Product

 

   

For the three-month periods

ended September 30,

    2020   2019
Wafer   $43,012,632   $36,387,384
Others   1,857,822   1,351,056
Total   $44,870,454   $37,738,440

 

   

For the nine-month periods

ended September 30,

    2020   2019
Wafer   $126,504,900   $102,528,315
Others   5,019,661   3,824,268
Total   $131,524,561   $106,352,583

 

48
 

 

ii.By geography

 

   

For the three-month periods

ended September 30,

    2020   2019
Taiwan   $15,754,604   $13,402,099
Singapore   7,263,787   5,822,970
China (includes Hong Kong)   6,150,405   5,822,883
Japan   3,461,668   1,624,199
USA   5,491,526   5,888,171
Europe   2,578,878   1,735,709
Others   4,169,586   3,442,409
Total   $44,870,454   $37,738,440

 

 

   

For the nine-month periods

ended September 30,

    2020   2019
Taiwan   $48,646,272   $39,836,702
Singapore   19,107,943   17,729,265
China (includes Hong Kong)   16,160,546   13,219,598
Japan   12,938,723   5,248,948
USA   18,250,342   13,926,685
Europe   4,868,267   5,521,511
Others   11,552,468   10,869,874
Total   $131,524,561   $106,352,583

 

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

 

49
 

iii.By operating segments

 

    For the three-month period ended September 30, 2020
   

Wafer

Fabrication

 

New

Business

  Subtotal  

Adjustment

and

Elimination

  Consolidated
Revenue from contracts with customers   $44,868,187   $3,208   $44,871,395   $(941)   $44,870,454
The timing of revenue recognition:
At a point in time   $43,943,680   $3,208   $43,946,888   $(941)   $43,945,947
Over time   924,507   -   924,507   -   924,507
Total   $44,868,187   $3,208   $44,871,395   $(941)   $44,870,454
                       

 

    For the three-month period ended September 30, 2019
   

Wafer

Fabrication

 

New

Business

  Subtotal  

Adjustment

and

Elimination

  Consolidated
Revenue from contracts with customers   $37,730,926   $7,514   $37,738,440   $-   $37,738,440
The timing of revenue recognition:
At a point in time   $37,430,165   $7,514   $37,437,679   $-   $37,437,679
Over time   300,761   -   300,761   -   300,761
Total   $37,730,926   $7,514   $37,738,440   $-   $37,738,440
                       

 

 

   

 

For the nine-month period ended September 30, 2020

   

Wafer

Fabrication

 

New

Business

  Subtotal  

Adjustment

and

Elimination

  Consolidated
Revenue from contracts with customers   $131,515,985   $12,039   $131,528,024   $(3,463)   $131,524,561
The timing of revenue recognition:
At a point in time   $129,711,022   $12,039   $129,723,061   $(3,463)   $129,719,598
Over time   1,804,963   -   1,804,963   -   1,804,963
Total   $131,515,985   $12,039   $131,528,024   $(3,463)   $131,524,561
                       

 

50
 

 

    For the nine-month period ended September 30, 2019
   

Wafer

Fabrication

 

New

Business

  Subtotal  

Adjustment

and

Elimination

  Consolidated
Revenue from contracts with customers   $106,292,701   $59,882   $106,352,583   $-   $106,352,583
The timing of revenue recognition:
At a point in time   $105,493,276   $59,882   $105,553,158   $-   $105,553,158
Over time   799,425   -   799,425   -   799,425
Total   $106,292,701   $59,882   $106,352,583   $-   $106,352,583

 

b.Contract balances

 

i.Contract assets, current

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

 

December 31,

2018

Sales of goods and services   $706,136   $599,491   $510,121   $486,184
Less: Loss allowance   (373,711)   (385,248)   (396,463)   (393,974)
Net   $332,425   $214,243   $113,658   $92,210

 

The loss allowance was assessed by the Company primarily at an amount equal to lifetime expected credit losses. The loss allowance was mainly resulted from the indictment filed by the United States Department of Justice (DOJ) against UMC related to the joint technology development agreement. Please refer to Note 9(6).

 

ii.Contract liabilities

51
 

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

 

December 31,

2018

Sales of goods and services   $2,397,185   $1,470,195   $1,619,307   $932,371
                 
Current   $1,930,785   $988,115   $1,122,187   $932,371
Noncurrent   466,400   482,080   497,120   -
Total   $2,397,185   $1,470,195   $1,619,307   $932,371

 

The movement of contract liabilities is mainly caused by the timing difference of the satisfaction of a performance of obligation and the consideration received from customers.

 

The Company recognized NT$615 million and NT$519 million, respectively, in revenues from the contract liabilities balance at the beginning of the period as performance obligations were satisfied during the nine-month periods ended September 30, 2020 and 2019.

 

c.The Company’s transaction price allocated to unsatisfied performance obligations amounted to NT$2,838 million and NT$3,093 million as of September 30, 2020 and 2019, respectively. 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. As of the report date, the progress cannot be reliably estimated primarily due to the suspension as disclosed in Note 9(6). The estimate of the transaction price does not include any estimated amounts of variable consideration that are constrained.

 

d.Asset recognized from costs to fulfill a contract with customer

As of September 30, 2020, December 31, 2019 and September 30, 2019, the Company recognized costs to fulfill engineering service contracts eligible for capitalization as other current assets which amounted to NT$852 million, NT$560 million and NT$648 million, respectively. Subsequently, the Company will expense from costs to fulfill a contract to operating costs when the related obligations are satisfied.

 

(20)Operating Costs and Expenses

52
 

 

 

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

    For the three-month periods ended September 30,
    2020   2019
    Operating costs   Operating expenses

 

 

Total   Operating costs   Operating expenses   Total
Employee benefit expenses                        
Salaries   $5,304,707   $2,455,202   $7,759,909   $4,258,696   $1,941,546   $6,200,242
Labor and health insurance   272,364   118,059   390,423   221,195   102,743   323,938
Pension   292,226   98,055   390,281   266,495   88,125   354,620
Other employee benefit expenses   64,186   30,454   94,640   69,154   23,537   92,691
Depreciation   10,948,799   463,582   11,412,381   11,016,968   447,864   11,464,832
Amortization   225,453   465,162   690,615   170,635   346,170   516,805

 

    For the nine-month periods ended September 30,
    2020   2019
    Operating costs   Operating expenses

 

 

Total   Operating costs   Operating expenses   Total
Employee benefit expenses                        
Salaries   $15,134,952   $6,667,412   $21,802,364   $12,541,794   $5,632,178   $18,173,972
Labor and health insurance   808,954   348,074   1,157,028   662,322   283,158   945,480
Pension   843,903   284,054   1,127,957   791,189   266,991   1,058,180
Other employee benefit expenses   183,181   87,010   270,191   197,707   71,575   269,282
Depreciation   33,236,045   1,460,850   34,696,895   33,598,605   1,367,574   34,966,179
Amortization   679,733   1,338,074   2,017,807   568,776   884,387   1,453,163

 

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

 

53
 

UMC shall allocate no less than 5% of profit as employees’ compensation and no more than 0.2% of profit as directors’ compensation for each profitable fiscal year after offsetting any cumulative losses. The aforementioned employees’ compensation will be distributed in shares or cash. The employees of UMC’s subsidiaries who fulfill specific requirements stipulated by the Board of Directors may be granted such compensation. Directors may only receive compensation in cash. UMC may, by a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors, distribute the aforementioned employees and directors’ compensation and report to the stockholders’ meeting for such distribution.

 

The Company recognizes the employees and directors’ compensation in the profit or loss during the periods when earned for the nine-month periods ended September 30, 2020 and 2019. The Board of Directors estimates the amount by taking into consideration the Articles of Incorporation, government regulations and industry averages. If the Board of Directors resolves to distribute employee compensation through stock, the number of stock distributed is calculated based on total employee compensation divided by the closing price of the day before the Board of Directors meeting. If the Board of Directors subsequently modifies the estimates significantly, the Company will recognize the change as an adjustment in the profit or loss in the subsequent period.

 

The distributions of employees and directors’ compensation for 2019 and 2018 were reported to the stockholders’ meeting on June 10, 2020 and June 12, 2019, respectively. The details of distribution are as follows:

 

    2019   2018
Employees’ compensation – Cash   $1,132,952   $1,400,835
Directors’ compensation   10,259   7,624

 

The aforementioned 2019 and 2018 employees and directors’ compensation reported during the stockholders’ meeting were consistent with the resolutions of meeting of Board of Directors held on February 26, 2020 and March 6, 2019.

 

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

 

(21)Net Other Operating Income and Expenses

 

54
 

 

 

   

For the three-month periods

ended September 30,

    2020   2019
Government grants   $1,777,582   $1,246,192
Rental income from property   51,067   47,602
Gain (loss) on disposal of property, plant and equipment   1,087,260   (109)
Others   (43,579)   (86,116)
Total   $2,872,330   $1,207,569

 

   

For the nine-month periods

ended September 30,

    2020   2019
Government grants   $4,104,871   $4,172,028
Rental income from property   151,387   150,480
Gain (loss) on disposal of property, plant and equipment   1,100,764   (10,258)
Impairment loss on property, plant and equipment   -   (85,202)
Others   (205,107)   (259,477)
Total   $5,151,915   $3,967,571

 

 

(22)Non-Operating Income and Expenses

 

a.Other gains and losses

 

   

For the three-month periods

ended September 30,

    2020   2019
Gain on valuation of financial assets and liabilities at fair value through profit or loss   $642,980   $65,410
Loss on disposal of investments   (659)   (6,376)
Others   (1,788,313)   8,735
Total   $(1,145,992)   $67,769

 

   

For the nine-month periods

ended September 30,

    2020   2019
Gain on valuation of financial assets and liabilities at fair value through profit or loss   $130,288   $823,570
Loss on disposal of investments   (44,088)   (6,376)
Others   (1,969,552)   17,570
Total   $(1,883,352)   $834,764

 

The Company accrued the losses for the charges brought by the U.S. Department of Justice regarding allegation of conspiracy to engage in theft of trade secrets. Please refer to Note 9(6).

 

b.Finance costs

 

55
 

 

   

For the three-month periods

ended September 30,

    2020   2019
Interest expenses        
Bonds payable   $63,461   $163,858
Bank loans   348,756   460,420
Lease liabilities   40,133   46,521
Others   6,510   77,011
Financial expenses   27,516   21,643
Total   $486,376   $769,453

 

   

For the nine-month periods

ended September 30,

    2020   2019
Interest expenses        
Bonds payable   $313,732   $508,617
Bank loans   1,115,673   1,380,639
Lease liabilities   115,980   133,186
Others   53,688   195,343
Financial expenses   56,284   52,272
Total   $1,655,357   $2,270,057

 

(23)Components of Other Comprehensive Income (Loss)

 

     
    For the three-month period ended September 30, 2020

 

 

  Arising during the period   Reclassification adjustments during the period   Other comprehensive income (loss), before tax   Income tax effect   Other comprehensive income (loss), net of tax
Items that will not be reclassified subsequently to profit or loss:                    

Unrealized gains or losses from equity instruments investments measured at

fair value through other comprehensive income

  $882,102   $-   $882,102   $(17,016)   $865,086
Share of other comprehensive income (loss) of associates and joint ventures which will not be reclassified subsequently to profit or loss   918,815   -   918,815   -   918,815
Items that may be reclassified subsequently to profit or loss:                    
Exchange differences on translation of foreign operations   (434,477)   -   (434,477)   11,900   (422,577)
Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss   25,859   -   25,859   3,222   29,081
Total other comprehensive income (loss)   $1,392,299   $-   $1,392,299   $(1,894)   $1,390,405

 

56
 

 

    For the three-month period ended September 30, 2019

 

 

  Arising during the period   Reclassification adjustments during the period   Other comprehensive income (loss), before tax   Income tax effect   Other comprehensive income (loss), net of tax
Items that will not be reclassified subsequently to profit or loss:                    

Unrealized gains or losses from equity instruments investments measured at

fair value through other comprehensive income

  $1,848,728   $-   $1,848,728   $(131,554)   $1,717,174
Share of other comprehensive income (loss) of associates and joint ventures which will not be reclassified subsequently to profit or loss   333,124   -   333,124   -   333,124
Items that may be reclassified subsequently to profit or loss:                    
Exchange differences on translation of foreign operations   (1,454,645)   -   (1,454,645)   1,728   (1,452,917)
Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss   (10,120)   6,379   (3,741)   (3,281)   (7,022)
Total other comprehensive income (loss)   $717,087   $6,379   $723,466   $(133,107)   $590,359

 

57
 

 

    For the nine-month period ended September 30, 2020

 

 

  Arising during the period   Reclassification adjustments during the period   Other comprehensive income (loss), before tax   Income tax effect   Other comprehensive income (loss), net of tax
Items that will not be reclassified subsequently to profit or loss:                    

Unrealized gains or losses from equity instruments investments measured at

fair value through other comprehensive income

  $2,246,483   $-   $2,246,483   $39,883   $2,286,366
Share of other comprehensive income (loss) of associates and joint ventures which will not be reclassified subsequently to profit or loss   877,716   -   877,716   -   877,716
Items that may be reclassified subsequently to profit or loss:                    
Exchange differences on translation of foreign operations   (2,352,083)   -   (2,352,083)   21,999   (2,330,084)
Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss   2,207   11,479   13,686   6,323   20,009
Total other comprehensive income (loss)   $774,323   $11,479   $785,802   $68,205   $854,007

 

     
    For the nine-month period ended September 30, 2019

 

 

  Arising during the period   Reclassification adjustments during the period   Other comprehensive income (loss), before tax   Income tax effect   Other comprehensive income (loss), net of tax
Items that will not be reclassified subsequently to profit or loss:                    

Unrealized gains or losses from equity instruments investments measured at

fair value through other comprehensive income

  $4,686,383   $-   $4,686,383   $(141,712)   $4,544,671
Share of other comprehensive income (loss) of associates and joint ventures which will not be reclassified subsequently to profit or loss   879,098   -   879,098   -   879,098
Items that may be reclassified subsequently to profit or loss:                    
Exchange differences on translation of foreign operations   (499,675)   -   (499,675)   (7,308)   (506,983)
Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss   35,261   6,379   41,640   (11,423)   30,217
Total other comprehensive income (loss)   $5,101,067   $6,379   $5,107,446   $(160,443)   $4,947,003

 

58
 
(24)Income Tax

 

a.The major components of income tax expense for the three-month and nine-month periods ended September 30, 2020 and 2019 were as follows:

 

i.Income tax expense (benefit) recorded in profit or loss

 

     
    For the three-month periods ended September 30,
    2020   2019
Current income tax expense (benefit):        
Current income tax charge   $580,654   $173,281
Adjustments in respect of current income tax of prior periods   (62,332)   (1,222)
Deferred income tax expense (benefit):        
Deferred income tax related to origination and reversal of temporary differences   (576,298)   62,421
Deferred income tax related to recognition and derecognition of tax losses and unused tax credits   256,525   (38,675)
Adjustment of prior year’s deferred income tax   (1,574)   310
Deferred income tax arising from write-down or reversal of write-down of deferred tax assets   (7)   (157,139)
Income tax expense recorded in profit or loss   $196,968   $38,976

 

59
 

 

     
    For the nine-month periods ended September 30,
    2020   2019
Current income tax expense (benefit):        
Current income tax charge   $1,012,251   $444,612
Adjustments in respect of current income tax of prior periods   (852,682)   (826,563)
Deferred income tax expense (benefit):        
Deferred income tax related to origination and reversal of temporary differences   (286,955)   339,912
Deferred income tax related to recognition and derecognition of tax losses and unused tax credits   808,141   (162,901)
Adjustment of prior year’s deferred income tax   (296,332)   118,694
Deferred income tax arising from write-down or reversal of write-down of deferred tax assets   17,115   (115,975)
Income tax expense (benefit) recorded in profit or loss   $401,538   $(202,221)

 

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

 

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

 

   

For the three-month periods

ended September 30,

    2020   2019
Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income   $(17,016)   $(131,554)

 

   

For the nine-month periods

ended September 30,

    2020   2019
Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income   $39,883   $(141,712)

 

60
 

 

 

(ii)Items that may be reclassified subsequently to profit or loss:

 

   

For the three-month periods

ended September 30,

    2020   2019
Exchange differences on translation of foreign operations   $11,900   $1,728
Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss   3,222   (3,281)
Income tax related to items that may be reclassified subsequently to profit or loss   $15,122   $(1,553)

 

 

   

For the nine-month periods

ended September 30,

    2020   2019
Exchange differences on translation of foreign operations  

$21,999

 

  $(7,308)
Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss   6,323   (11,423)
Income tax related to items that may be reclassified subsequently to profit or loss   $28,322   $(18,731)

 

iii.Deferred income tax charged directly to equity

 

   

For the three-month periods

ended September 30,

    2020   2019
Recognition of temporary difference arising from initial recognition of the equity component of the compound financial instrument   $-   $-

 

   

For the nine-month periods

ended September 30,

    2020   2019
Recognition of temporary difference arising from initial recognition of the equity component of the compound financial instrument   $3,691   $-

 

61
 

 

b.The Company is subject to taxation in Taiwan and other foreign jurisdictions. As of September 30, 2020, income tax returns of UMC and its subsidiaries in Taiwan have been examined by the tax authorities through 2017, while in other foreign jurisdictions, relevant tax authorities have completed the examination through 2012. There is an uncertain tax position that the outcome of the income tax returns of certain companies within the Company may not be accepted by the tax authorities of the respective countries of operations. For the recognition and measurement of deferred income tax and current income tax which involved significant accounting judgments, estimates and assumptions, please refer to Note 5(5) of the Company’s consolidated financial statements for the year ended December 31, 2019.

(25)Earnings Per Share

 

a.Earnings per share-basic

 

    For the three-month periods ended September 30,
    2020   2019
Net income attributable to the parent company   $9,106,271   $2,928,678
Weighted-average number of ordinary shares for basic earnings per share (thousand shares)   12,107,651   11,708,240
Earnings per share-basic (NTD)   $0.75   $0.25

 

   

For the nine-month periods

ended September 30,

    2020   2019
Net income attributable to the parent company   $17,993,985   $5,870,601
Weighted-average number of ordinary shares for basic earnings per share (thousand shares)   12,028,204   11,810,800
Earnings per share-basic (NTD)   $1.50   $0.50

 

b.Earnings per share-diluted

 

    For the three-month periods ended September 30,
    2020   2019
Net income attributable to the parent company   $9,106,271   $2,928,678
Effect of dilution        
Unsecured convertible bonds   -   72,472
Income attributable to stockholders of the parent   $9,106,271   $3,001,150
Weighted-average number of common stocks for basic earnings per share (thousand shares)   12,107,651   11,708,240
Effect of dilution        
Restricted stocks for employees   10,358   -
Employees’ compensation   61,552   44,897
Unsecured convertible bonds   -   1,295,888
Weighted-average number of common stocks after dilution (thousand shares)   12,179,561   13,049,025
Earnings per share-diluted (NTD)   $0.75   $0.23

 

62
 

 

   

For the nine-month periods

ended September 30,

    2020   2019
Net income attributable to the parent company   $17,993,985   $5,870,601
Effect of dilution        
Unsecured convertible bonds   69,019   216,309
Income attributable to stockholders of the parent   $18,063,004   $6,086,910
Weighted-average number of common stocks for basic earnings per share (thousand shares)   12,028,204   11,810,800
Effect of dilution        
Restricted stocks for employees   3,478   -
Employees’ compensation   76,115   73,208
Unsecured convertible bonds   405,578   1,295,888
Weighted-average number of common stocks after dilution (thousand shares)   12,513,375   13,179,896
Earnings per share-diluted (NTD)   $1.44   $0.46

 

 

(26)Reconciliation of Liabilities Arising from Financing Activities

 

For the nine-month period ended September 30, 2020:

 

                 
            Non-cash changes    
Items  

As of

January 1, 2020

  Cash Flows   Foreign exchange  

Others

(Note A)

 

As of

September 30,

2020

Short-term loans   $12,015,206   $(4,283,971)   $(210,429)   $50,839   $7,571,645
Long-term loans (current portion included)   33,902,074   6,487,609   (797,306)   -   39,592,377

Bonds payable

(current portion included)

  38,781,416   (13,702,875)   -  

(6,388,855)

(Note B)

  18,689,686
Guarantee deposits (current portion included)   296,694   (69,663)   (1,870)   -   225,161
Lease liabilities   6,031,025   (549,252)   (63,680)   317,631   5,735,724
Other financial liabilities-noncurrent   20,093,441   -   (225,553)   276,666   20,144,554

 

63
 

For the nine-month period ended September 30, 2019:

 

            Non-cash changes    
Items  

As of

January 1, 2019

  Cash Flows   Foreign exchange  

Others

(Note A)

 

As of

September 30,

2019

Short-term loans   $13,103,808   $3,492,597   $(308,325)   $194,876   $16,482,956
Long-term loans (current portion included)   30,826,215   8,941,555   (93,494)   1,842   39,676,118

Bonds payable

(current portion included)

  41,378,182   (2,500,000)   -   274,546   39,152,728
Guarantee deposits (current portion included)   665,793   241,023   (1,282)   (619,347)   286,187
Lease liabilities   6,006,457   (449,157)   (42,887)   211,478   5,725,891
Other financial liabilities-noncurrent   20,410,355   -   (527,673)   288,290   20,170,972

 

 

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

Note B: Please refer to Note 6(12) for the Company’s convertible bonds.

Note C: Please refer to Note 9(5) for more details on other financial liabilities-noncurrent.

 

(27)Business Combinations

 

UNITED SEMICONDUCTOR JAPAN CO., LTD. (USJC)

 

64
 

 

The Company exercised the call option of a joint venture agreement between FUJI SEMICONDUCTOR LIMITED (FSL) to acquire 84.1% ownership interest in MIE FUJITSU SEMICONDUCTOR LIMITED (MIFS) for JPY 54.4 billion on October 1, 2019. The Company previously held 15.9% of ownership interest in MIFS. MIFS became a wholly-owned subsidiary of the Company and was renamed as USJC upon completion of the acquisition. USJC is a 300mm fab in Japan that is currently manufacturing 90nm, 65nm and 40nm products. The fab fits the Company’s specialty technology focus and long-term growth projections. USJC will increase the Company’s foundry market share, provide business synergies and benefit from economies of scale while broadening the Company’s comprehensive specialty and logic technologies to serve Japanese and international customers.

 

Consideration Transferred:    
Cash   $15,711,370
Fair value of previously held equity interest immediately before acquisition   2,303,988
Gains or losses on hedging instruments   2,572
Total   $18,017,930
     
Cash flows analysis of acquisition:    
Cash Consideration   $15,711,370
Net cash acquired from the subsidiary   (2,910,389)
Net cash outflows from acquisition   $12,800,981

 

The fair value of the identifiable assets and liabilities of USJC as of the date of acquisition were:

 

    Fair value recognized on the acquisition date
Assets    
Cash and cash equivalents   $2,910,389
Accounts receivable   3,561,827
Inventories   2,428,616
Property, plant and equipment   11,497,618
Right-of-use assets   479,547
Intangible assets   1,318,754
Deferred tax assets   1,563,553
Others   230,431
    23,990,735
Liabilities    
Accounts payable   (3,170,323)
Other payables and payables on equipment   (1,962,119)
Lease liabilities   (479,547)
Others   (189,231)
    (5,801,220)
Total identifiable net assets   $18,189,515

 

65
 

Gain on bargain purchase:    
Consideration transferred   $18,017,930
Less: Fair value of identifiable net assets   (18,189,515)
Bargain purchase gain   $(171,585)

 

The fair value of the net identifiable assets acquired and liabilities assumed was in excess of the aggregate consideration transferred and the previously held ownership interest of 15.9% in USJC at the acquisition date, and the difference was recognized as bargain purchase gain.

The previously held ownership interest of 15.9% in USJC was previously accounted for as financial assets at fair value through other comprehensive income, non-current. It was subsequently remeasured at fair value with the consideration for a minority interest discount on the acquisition date resulting in the bargain purchase gain. Upon the acquisition, the Company recognized a loss on disposal of NT$375 million and the accumulated unrealized losses on the previously held ownership interest was reclassified from other comprehensive income to retained earnings for the year ended December 31, 2019.

 

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
HSUN CHIEH INVESTMENT CO., LTD.   Associate
HSUN CHIEN CAPITAL CORP.   Associate
SILICON INTEGRATED SYSTEMS CORP.   The Company’s director
PHOTRONICS DNP MASK CORPORATION   Other related parties
UNITEDVISION SEMICONDUCTOR CO., LTD.   Other related parties
UPI SEMICONDUCTOR CORP.   Other related parties

 

66
 

(2)Significant Related Party Transactions

 

a.Operating transactions

 

Operating revenues

   

For the three-month periods

ended September 30,

    2020   2019
Associates   $669,007   $512,833
Others   9,197   12,921
Total   $678,204   $525,754

 

   

For the nine-month periods

ended September 30,

    2020   2019
Associates   $1,585,342   $1,123,602
Others   17,781   26,595
Total   $1,603,123   $1,150,197

 

 

Accounts receivable, net

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Associates   $367,839   $278,702   $208,760
Others   6,123   11,243   8,482
Total   $373,962   $289,945   $217,242

 

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)

 

67
 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Associates   $891   $7,880   $16,674
Others   25   48   53
Total   $916   $7,928   $16,727

 

b.Significant asset transactions

 

Acquisition of financial assets at fair value through profit or loss, noncurrent

 

For the three-month period ended September 30, 2020: None.

 

            Purchase price
   

Trading Volume

(In thousands of shares)

  Transaction underlying  

For the nine-month period

ended September 30, 2020

Associates   1,000   Stock of WELLYSUN INC.   $25,000

 

For the three-month period ended September 30, 2019: None.

            Purchase price
   

Trading Volume

(In thousands of shares)

  Transaction underlying   For the nine-month period ended September 30, 2019
Associates   500   Stock of MATERIALS ANALYSIS TECHNOLOGY INC.   $32,923

 

 

68
 

Acquisition of intangible assets

    Purchase price
   

For the three-month periods

ended September 30,

    2020   2019
Associates   $32,121   $54,543

 

    Purchase price
   

For the nine-month periods

ended September 30,

    2020   2019
Associates   $223,682   $234,283

 

c.Others

 

Mask expenditure

 

   

For the three-month periods

ended September 30,

    2020   2019
Others   $368,195   $588,850

 

   

For the nine-month periods

ended September 30,

    2020   2019
Others   $1,374,830   $1,734,113

 

Other payables of mask expenditure

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Others   $421,973   $683,892   $676,755

 

d.Key management personnel compensation

 

   

For the three-month periods

ended September 30,

    2020   2019
Short-term employee benefits   $131,927   $75,382
Post-employment benefits   310   635
Share-based payment   83,974   16,734
Others   282   143
Total   $216,493   $92,894

 

69
 

 

   

For the nine-month periods

ended September 30,

    2020   2019
Short-term employee benefits   $326,906   $206,108
Post-employment benefits   1,500   1,905
Termination benefits   283   3,415
Share-based payment   97,190   55,484
Others   426   438
Total   $426,305   $267,350

 

8.ASSETS PLEDGED AS COLLATERAL

The following table lists assets of the Company pledged as collateral:

 

As of September 30, 2020, December 31, 2019 and September 30, 2019

             
    Carrying Amount        
    As of        
Items  

September 30,

2020

 

December 31,

2019

 

September 30,

2019

 

Party to which asset(s)

was pledged

  Purpose of pledge

Refundable Deposits

(Bank deposit and Time deposit)

  $811,072   $811,035   $958,565   Customs   Customs duty guarantee

Refundable Deposits

(Time deposit)

  234,286   348,117   334,666   Science Park Administration   Collateral for land lease

Refundable Deposits

(Time deposit)

  18,215   19,510   19,510   Science Park Administration   Collateral for dormitory lease

Refundable Deposits

(Time deposit)

  41,785   41,785   41,785   Liquefied Natural Gas Business Division, CPC Corporation, Taiwan   Energy resources guarantee

Refundable Deposits

(Time deposit)

  1,000,000   1,000,000   1,000,000   Bank of China   Bank performance guarantee

Refundable Deposits

(Cash)

  137,597   -   -   Taiwan Taichung District Court   Court security
Buildings   5,137,005   5,381,590   5,489,658   Taiwan Cooperative Bank and Secured Syndicated Loans from China Development Bank and 6 others   Collateral for long-term loans
Machinery and equipment   14,562,867   19,029,077   20,631,644   Taiwan Cooperative Bank, Mega International Commercial Bank and Secured Syndicated Loans from China Development Bank and 6 others   Collateral for long-term loans
Right-of-use assets   283,975   292,120   296,273   Secured Syndicated Loans from China Development Bank and 6 others   Collateral for long-term loans
Total   $22,226,802   $26,923,234   $28,772,101        

 

70
 

 

9.SIGNIFICANT CONTINGENCIES AND UNRECOGNIZED CONTRACT COMMITMENTS

 

(1)As of September 30, 2020, amounts available under unused letters of credit for importing machinery and equipment were NT$ 2.2 billion.

 

(2)As of September 30, 2020, the Company entrusted financial institutes to open performance guarantee, mainly related to the litigations and customs tax guarantee, amounting to NT$ 1.7 billion.

 

(3)The Company entered into several patent license agreements and development contracts of intellectual property for a total contract amount of approximately NT$ 3.5 billion. As of September 30, 2020, the portion of royalties and development fees not yet recognized was NT$ 1.1 billion.

 

(4)The Company entered into several construction contracts for the expansion of its operations. As of September 30, 2020, these construction contracts amounted to approximately NT$ 1.1 billion and the portion of the contracts not yet recognized was approximately NT$ 0.5 billion.

 

(5)The Board of Directors of UMC resolved in October 2014 to participate in a 3-way agreement with Xiamen Municipal People’s Government and FUJIAN ELECTRONIC & INFORMATION GROUP to form a company which will focus on 12’’ wafer foundry services. As of September 30, 2020, the Company obtained R.O.C. government authority’s approval for the investment and invested RMB 8.3 billion in USCXM according to the agreement, 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 USCXM at their original investment cost plus interest totally amounting to RMB 4.9 billion, beginning from the seventh year (2022) 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.

 

71
 

 

(6)On August 31, 2017, the Taichung District Prosecutors Office indicted UMC based on the Trade Secret Act of R.O.C., alleging that employees of UMC misappropriated the trade secrets of MICRON TECHNOLOGY, INC. (“MICRON”). On June 12, 2020, an adverse ruling issued by the District Court of Taichung in a suit alleged that UMC, two of its current employees and a former employee engaged in the misappropriation of trade secrets. The Company does not expect material financial impact resulting from this claim. UMC intends to appeal against the sentence.

 

On December 5, 2017, MICRON filed a civil action with similar cause against UMC with the United States District Court, Northern District of California. MICRON claimed entitlement to the actual damages, treble damages and relevant fees and requested the court to issue an order that enjoins UMC from using its trade secrets in question. UMC has appointed counsels to prepare answers against these charges. Currently the civil complaint has been stayed by the court.

 

On January 12, 2018, UMC filed three patent infringement actions with the Fuzhou Intermediate People’s Court against, among others, MICRON (XI’AN) CO., LTD. and MICRON (SHANGHAI) TRADING CO., LTD., requesting the court to order the defendants to stop manufacturing, processing, importing, selling, and committing to sell the products deploying the infringing patents in questions, and also to destroy all inventories and related molds and tools. On July 3, 2018, the Fuzhou Intermediate People’s Court granted preliminary injunction against the aforementioned two defendants, holding that the two defendants must immediately cease to manufacture, sell, and import products that infringe the patent rights of UMC. The court has approved withdrawal of one of the patent infringement actions on our motion while the other two actions are still on trial.

 

72
 

On November 1, 2018, the Department of Justice of the United States (“DOJ”) unsealed an indictment against 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, the 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. Besides, UMC has suspended the joint technology development activities with JINHUA. With respect to the criminal proceedings, on October 22, 2020, UMC filed a sentencing memorandum with the court, proposing to plead guilty to a lesser charge and to pay a fine of US$60 million. On October 29, 2020, the court approved the above-mentioned sentencing memorandum submitted by UMC. The parallel civil suit will be dismissed. UMC has recorded the fine in other losses.

 

(7)On March 14, 2019, a putative class action styled Meyer v. United Microelectronics Corporation and several executives, was filed under Securities Exchange Act of 1934 and Rule 10b-5 in the United States District Court for the Southern District of New York. The court appointed a lead plaintiff and approved lead plaintiff counsels on May 23, 2019. On September 27, 2019, UMC received the service of plaintiffs’ amended complaint and appointed counsels to prepare the relevant procedures. Currently the mediation process has been completed and a court hearing will take place in January, 2021. The Company does not expect material financial impact resulting from this claim.

10.SIGNIFICANT DISASTER LOSS

 

None.

 

11.SIGNIFICANT SUBSEQUENT EVENTS

 

(1)Given the continuous downturn in the solar cell industry with losses many years; in order to avoid greater losses and protect shareholders’ interests, the Company’s subsidiary, NEXPOWER TECHNOLOGY CORP., decided to liquidate and dissolve with the resolutions of the Board of Directors meeting held on October 16, 2020.

 

(2)The Company accrued the losses for the charges brought by the U.S. Department of Justice regarding allegation of conspiracy to engage in theft of trade secrets. Please refer to Note 9(6).

 

73
 

  

12.OTHERS

 

(1)Categories of financial instruments

 

    As of
Financial Assets  

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Financial assets at fair value through profit or loss   $ 14,447,514   $14,021,473   $13,019,172
Financial assets at fair value through other comprehensive income   7,957,265   14,723,232   16,227,393
Financial assets measured at amortized cost            
Cash and cash equivalents (excludes cash on hand)   98,833,303   95,486,403   86,748,646
Receivables   27,709,718   26,383,212   24,156,565
Refundable deposits   2,492,246   2,600,733   2,749,204
Other financial assets   9,960,095   2,353,066   17,786,173
Total   $161,400,141   $155,568,119   $160,687,153

 

    As of
Financial Liabilities  

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Financial liabilities measured at amortized cost            
Short-term loans   $7,571,645   $12,015,206   $16,482,956
Payables   31,838,924   27,342,495   21,867,022
Provisions   1,749,003   -   -
Guarantee deposits (current portion included)   225,161   296,694   286,187
Bonds payable (current portion included)   18,689,686   38,781,416   39,152,728
Long-term loans (current portion included)   39,592,377   33,902,074   39,676,118
Lease liabilities   5,735,724   6,031,025   5,725,891
Other financial liabilities   20,144,554   20,093,441   20,170,972
Total   $125,547,074   $138,462,351   $143,361,874

  

(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.

 

74
 

 

The Company has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant financial activities, approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Company complies with its financial risk management policies at all times.

 

(3)Market risk

 

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risks comprise currency risk, interest rate risk and other price risk (such as equity price risk).

 

Foreign currency risk

The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a different currency from the Company’s functional currency) and the Company’s net investments in foreign subsidiaries.

 

The Company applies natural hedges on the foreign currency risk arising from purchases or sales, and utilizes spot or forward exchange contracts to manage foreign currency risk and the net effect of the risks related to monetary financial assets and liabilities is minor. The notional amounts of the foreign currency contracts are the same as the amount of the hedged items. In principle, the Company does not carry out any forward exchange contracts for uncertain commitments. 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.

 

Certain forward exchange contracts designated by the Company to hedge foreign currency exchange rate risks associated with the purchase of additional shares of USJC in JPY, amounting to JPY 23 billion, expired prior to December 31, 2018. The cash flow hedge reserve in other components of equity, amounting to NT$(3) million, was recognized as consideration for the ownership interest of 84.1% in USJC on October 1, 2019. Please refer to Note 6(27).

 

75
 

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 nine-month periods ended September 30, 2020 and 2019 decreases/increases by NT$754 million and NT$1,053 million, respectively. When RMB strengthens/weakens against USD by 10%, the profit for the nine-month periods ended September 30, 2020 and 2019 increases/decreases by NT$2,030 million and NT$2,486 million, respectively.

 

Interest rate risk

The Company is exposed to interest rate risk arising from borrowing at floating interest rates. All of the Company’s bonds have fixed interest rates and are measured at amortized cost. As such, changes in interest rates would not affect the future cash flows. On the other hand, as the interest rates of the Company’s short-term and long-term bank loans are floating, changes in interest rates would affect the future cash flows but not the fair value. Please refer to Note 6(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 nine-month periods ended September 30, 2020 and 2019 to decrease/increase by NT$35 million and NT$42 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 nine-month periods ended September 30, 2020 and 2019 by NT$238 million and NT$208 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 nine-month periods ended September 30, 2020 and 2019 by NT$337 million and NT$ 645 million, respectively.

 

(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 to decrease the Company’s exposure to credit risk.

76
 

  

The Company mitigates the credit risks from financial institutions by limiting its counter parties to only reputable domestic or international financial institutions with good credit standing and spreading its holdings among various financial institutions. The Company’s exposure to credit risk arising from the default of counter-parties is limited to the carrying amount of these instruments.

 

As of September 30, 2020, December 31, 2019 and September 30, 2019, accounts receivable from the top ten customers represent 60%, 44% and 52% 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, bonds and lease.

 

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

     
    As of September 30, 2020
   

Less than

1 year

 

2 to 3

years

 

4 to 5

years

  > 5 years   Total
Non-derivative financial liabilities                    
Short-term loans   $7,659,954   $-   $-   $-   $7,659,954
Payables   31,470,934   -   -   -   31,470,934
Provisions   1,749,003   -   -   -   1,749,003
Guarantee deposits   774   87,516   67,045   69,826   225,161
Bonds payable   2,377,544   8,506,918   8,594,758   -   19,479,220
Long-term loans   7,908,402   20,718,861   14,213,951   2,976   42,844,190
Lease liabilities   702,093   1,301,348   1,124,345   3,506,982   6,634,768
Other financial liabilities   -   16,700,667   4,175,390   -   20,876,057
Total   $51,868,704   $47,315,310   $28,175,489   $3,579,784   $130,939,287

77
 

 

    As of December 31, 2019
   

Less than

1 year

 

2 to 3

years

 

4 to 5

years

  > 5 years   Total
Non-derivative financial liabilities                    
Short-term loans   $12,211,621   $-   $-   $-   $12,211,621
Payables   26,907,755   198,862   -   -   27,106,617
Guarantee deposits   100,584   97,108   -   99,002   296,694
Bonds payable   20,659,607   10,590,265   8,689,971   -   39,939,843
Long-term loans   6,104,795   19,631,931   13,097,986   12,000   38,846,712
Lease liabilities   740,939   1,413,978   1,180,955   3,792,192   7,128,064
Other financial liabilities   -   12,668,287   8,445,826   -   21,114,113
Total   $66,725,301   $44,600,431   $31,414,738   $3,903,194   $146,643,664

 

    As of September 30, 2019
   

Less than

1 year

 

2 to 3

years

 

4 to 5

years

  > 5 years   Total
Non-derivative financial liabilities                    
Short-term loans   $16,595,592   $-   $-   $-   $16,595,592
Payables   21,063,569   206,555   -   -   21,270,124
Guarantee deposits   26,531   176,247   -   83,409   286,187
Bonds payable   21,121,105   8,621,189   7,321,603   3,400,206   40,464,103
Long-term loans   4,641,067   22,894,474   13,314,620   4,591,531   45,441,692
Lease liabilities   640,999   1,264,618   1,151,159   3,808,533   6,865,309
Other financial liabilities   -   12,776,139   8,517,730   -   21,293,869
Total   $64,088,863   $45,939,222   $30,305,112   $11,883,679   $152,216,876

 

(6)Foreign currency risk management

 

78
 

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 September 30, 2020

 

Type   Notional Amount   Contract Period
Forward exchange contracts   Sell USD 6 million   September 18, 2020~October 15, 2020

 

As of December 31, 2019 and September 30, 2019

 

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;

79
 

  

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

 

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

 

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

 

    As of September 30, 2020
    Level 1   Level 2   Level 3   Total
Financial assets:                
Financial assets at fair value through profit or loss, current   $793,014   $1,345   $121,719   $916,078
Financial assets at fair value through profit or loss, noncurrent   4,548,562   262,618   8,720,256   13,531,436
Financial assets at fair value through other comprehensive income, noncurrent   6,738,616   -   1,218,649   7,957,265

 

   

 

As of December 31, 2019

    Level 1   Level 2   Level 3   Total
Financial assets:                
Financial assets at fair value through profit or loss, current   $668,476   $-   $54,318   $722,794
Financial assets at fair value through profit or loss, noncurrent   4,737,027   340,255   8,221,397   13,298,679
Financial assets at fair value through other comprehensive income, noncurrent   13,417,308   -   1,305,924   14,723,232

 

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    As of September 30, 2019
    Level 1   Level 2   Level 3   Total
Financial assets:                
Financial assets at fair value through profit or loss, current   $575,792   $58,148   $-   $633,940
Financial assets at fair value through profit or loss, noncurrent   4,187,843   70,421   8,126,968   12,385,232
Financial assets at fair value through other comprehensive income, noncurrent   12,890,850   -   3,336,543   16,227,393

 

Fair values of financial assets at fair value through profit or loss and financial assets at fair value

 

through other comprehensive income 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.

 

During the nine-month periods ended September 30, 2020 and 2019, 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

    Common stock   Preferred stock   Funds   Convertible bonds   Total   Common stock   Preferred stock   Total
As of January 1, 2020   $2,880,688   $3,279,294   $2,011,025   $104,708   $8,275,715   $1,130,430   $175,494   $1,305,924
Recognized in profit (loss)   (82,819)   65,519   (22,948)   37,577   (2,671)   -   -   -
Recognized in other comprehensive income (loss)   -   -   -   -   -   (24,220)   (63,055)   (87,275)
Acquisition   523,838   266,375   178,006   293,777   1,261,996   -   -   -
Disposal   (255,544)   (171,839)   -   (108,162)   (535,545)   -   -   -
Return of capital   (1,903)   -   -   -   (1,903)   -   -   -
Transfer out of Level 3   (35,000)   -   -   -   (35,000)   -   -   -
Exchange effect   (21,873)   (60,061)   (36,473)   (2,210)   (120,617)   -   -   -
As of September 30, 2020   $3,007,387   $3,379,288   $2,129,610   $325,690   $8,841,975   $1,106,210   $112,439   $1,218,649

81
 

  

    Financial assets at fair value through profit or loss  

Financial assets at fair value through

other comprehensive income

    Common stock   Preferred stock   Funds   Option   Total   Common stock   Preferred stock   Total
As of January 1, 2019   $3,077,691   $2,971,528   $1,849,788   $-   $7,899,007   $3,235,174   $184,026   $3,419,200
Recognized in profit (loss)   (118,983)   287,431   (41,609)   -   126,839   -   -   -
Recognized in other comprehensive income (loss)   -   -   -   -   -   (72,881)   (9,776)   (82,657)
Acquisition   124,477   110,751   139,218   -   374,446   -   -   -
Disposal   (1,475)   (280,716)   -   -   (282,191)   -   -   -
Return of capital   (14,954)   -   -   -   (14,954)   -   -   -
Exchange effect   5,805   14,955   3,061   -   23,821   -   -   -
As of September 30, 2019   $3,072,561   $3,103,949   $1,950,458   $-   $8,126,968   $3,162,293   $174,250   $3,336,543

 

Recognized as part of profit (loss) above, the profit (loss) from financial assets still held by the Company as of September 30, 2020 and 2019 were NT$(111) million and NT$20 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:

 

 

82
 

 

As of September 30, 2020
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   0%~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 (loss) for the nine-month period ended September 30, 2020 by NT$223 million and NT$ 274 million, respectively, and decrease/increase the Companys other comprehensive income (loss) for the nine-month period ended September 30, 2020 by NT$ 89 million.

 

As of September 30, 2019
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   0%~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 (loss)  for the nine-month period ended September 30, 2019 by NT$261 million and NT$203 million, respectively, and decrease/increase the Companys other comprehensive income (loss) for the nine-month period ended September 30, 2019 by NT$229 million.

 

83
 

 

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 September 30, 2020

       

Fair value measurements during

reporting period using

   
Items   Fair value   Level 1   Level 2   Level 3   Carrying amount
Bonds payables (current portion included)   $18,815,012   $18,815,012   $-   $-   $18,689,686
Long-term loans (current portion included)   39,592,377   -   39,592,377   -   39,592,377

 

 

As of December 31, 2019

84
 

 

       

Fair value measurements during

reporting period using

   
Items   Fair value   Level 1   Level 2   Level 3   Carrying amount
Bonds payables (current portion included)   $39,571,920   $21,347,047   $18,224,873   $-   $38,781,416
Long-term loans (current portion included)   33,902,074   -   33,902,074   -   33,902,074

 

As of September 30, 2019

 

       

Fair value measurements during

reporting period using

   
Items   Fair value   Level 1   Level 2   Level 3   Carrying amount
Bonds payables (current portion included)   $39,499,496   $21,351,142   $18,148,354   $-   $39,152,728
Long-term loans (current portion included)   39,676,118   -   39,676,118   -   39,676,118

 

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

 

   
  As of
  September 30, 2020   December 31, 2019
  Foreign Currency (thousand)   Exchange Rate   NTD (thousand)   Foreign Currency (thousand)   Exchange  Rate   NTD (thousand)
Financial Assets                      
Monetary items                      
USD $2,145,556   29.05   $62,328,393   $1,692,380   30.03   $50,822,171
JPY 29,958,641   0.2739   8,205,671   29,531,053   0.2751   8,123,993
EUR 9,659   33.98   328,208   3,795   33.54   127,266
SGD 44,918   21.19   951,785   66,197   22.28   1,474,870
RMB 5,048,669   4.25   21,441,695   5,262,546   4.30   22,607,898
Non-Monetary items                      
USD 260,523   29.05   7,568,190   239,131   30.03   7,181,098
JPY 289,190   0.2739   79,209   441,322   0.2751   121,408
SGD 5,306   21.19   112,439   7,877   22.28   175,494
RMB 44,208   4.25   187,750   38,533   4.30   165,537
Financial Liabilities                      
Monetary items                      
USD 414,383   29.15   12,079,130   312,437   30.13   9,413,712
JPY 19,960,356   0.2780   5,548,979   21,495,694   0.2792   6,001,598
EUR 7,812   34.38   268,550   4,720   33.94   160,193
SGD 93,461   21.37   1,997,265   82,303   22.46   1,848,507
RMB 13,830,195   4.30   59,428,342   14,816,473   4.35   64,392,390
The exchange gain or loss from monetary financial assets and liabilities                      
USD         (540,449)           (374,319)
JPY         (159,747)           568,061
EUR         3,881           6,208
SGD         (25,876)           (22,530)
RMB         422,817           (417,725)
Other         94           1,681

 

85
 

 

    As of
    September 30, 2019
    Foreign Currency (thousand)   Exchange Rate   NTD (thousand)
Financial Assets            
Monetary items            
USD   $1,606,285   30.97   $49,746,660
JPY   59,060,008   0.2859   16,885,257
EUR   2,831   33.69   95,375
SGD   51,424   22.37   1,150,336
RMB   4,923,881   4.33   21,335,178
Non-Monetary items            
USD   225,694   30.97   6,989,722
JPY   7,704,588   0.2859   2,202,741
SGD   7,789   22.37   174,250
RMB   48,761   4.33   211,281
Financial Liabilities            
Monetary items            
USD   299,707   31.07   9,311,908
JPY   18,798,022   0.2900   5,451,427
EUR   4,184   34.09   142,647
SGD   89,113   22.55   2,009,475
RMB   16,112,098   4.38   70,619,325
The exchange gain or loss from monetary financial assets and liabilities            
USD           254,777
JPY           38,977
EUR           6,722
SGD           (6,719)
RMB           (722,579)
Other           1,841

 

86
 

 

(9)Significant intercompany transactions among consolidated entities for the nine-month periods ended September 30, 2020 and 2019 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.

 

87
 

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 September 30, 2020, December 31, 2019 and September 30, 2019 were as follows:

 

    As of
   

September 30,

2020

 

December 31,

2019

 

September 30,

2019

Total liabilities   $147,328,966   $162,972,943   $169,000,173
Less: Cash and cash equivalents   (98,839,079)   (95,492,477)   (86,754,723)
Net debt   48,489,887   67,480,466   82,245,450
Total equity   220,914,963   207,214,422   205,044,294
Total capital   $269,404,850   $274,694,888   $287,289,744
Debt to capital ratios   18.00%   24.57%   28.63%

 

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 nine-month period ended September 30, 2020: Please refer to Attachment 2.

 

b.Endorsement/Guarantee provided to others for the nine-month period ended September 30, 2020: Please refer to Attachment 3.

 

c.Securities held as of September 30, 2020 (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 nine-month period ended September 30, 2020: 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 nine-month period ended September 30, 2020: Please refer to Attachment 6.

 

88
 

 

f.Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the nine-month period ended September 30, 2020: 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 nine-month period ended September 30, 2020: 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 September 30, 2020: Please refer to Attachment 9.

 

i.Names, locations and related information of investees as of September 30, 2020 (excluding investment in Mainland China): Please refer to Attachment 10.

 

j.Financial instruments and derivative transactions: Please refer to Note 12.

 

k.Information of major shareholders as of September 30, 2020: Please refer to Attachment 12.

 

(2)Investment in Mainland China

 

a.Investee company name, main businesses and products, total amount of capital, method of investment, accumulated inflow and outflow of investments from Taiwan, net income (loss) of investee company, percentage of ownership, investment income (loss), carrying amount of investments, cumulated inward remittance of earnings and limits on investment in Mainland China: Please refer to Attachment 11.

 

b.Directly or indirectly significant transactions through third regions with the investees in Mainland China, including price, payment terms, unrealized gain or loss, and other events with significant effects on the operating results and financial condition: Please refer to Attachment 1, 2, 3, 8 and 9.

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 September 30, 2020, 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.

 

89
 

Reportable segment information for the three-month and nine-month periods ended September 30, 2020 and 2019 were as follows:

 

    For the three-month period ended September 30, 2020
    Wafer Fabrication   New Business   Subtotal   Adjustment and Elimination   Consolidated
Operating revenues from external customers   $44,868,187   $2,267   $44,870,454   $-   $44,870,454
Operating revenues from sales among intersegments   -   941   941   (941)   -
Segment net income (loss), net of tax   8,935,876   1,111,287   10,047,163   (1,037,575)   9,009,588
Acquisition of property, plant and equipment   6,706,921   -   6,706,921   -   6,706,921
Acquisition of intangible assets   815,156   -   815,156   -   815,156
Cash payments for the principal portion of the lease liability   178,201   4,650   182,851   -   182,851
Depreciation   11,474,609   4,329   11,478,938   -   11,478,938
Share of profit or loss of associates and joint ventures   3,816,050   -   3,816,050   (1,037,575)   2,778,475
Income tax expense (benefit)   197,051   (83)   196,968   -   196,968

 

90
 

 

    For the three-month period ended September 30, 2019
    Wafer Fabrication   New Business   Subtotal   Adjustment and Elimination   Consolidated
Operating revenues from external customers   $37,730,926   $7,514   $37,738,440   $-   $37,738,440
Segment net income (loss), net of tax   1,944,297   (115,714)   1,828,583   109,826   1,938,409
Acquisition of property, plant and equipment   3,550,237   -   3,550,237   -   3,550,237
Acquisition of intangible assets   731,761   -   731,761   -   731,761
Cash payments for the principal portion of the lease liability   150,264   4,638   154,902   -   154,902
Depreciation   11,499,367   33,878   11,533,245   -   11,533,245
Share of profit or loss of associates and joint ventures   (921)   -   (921)   109,826   108,905
Income tax expense (benefit)   17,845   21,131   38,976   -   38,976

 

    For the nine-month period ended September 30, 2020
    Wafer Fabrication   New Business   Subtotal   Adjustment and Elimination   Consolidated
Operating revenues from external customers   $131,515,985   $8,576   $131,524,561   $-   $131,524,561
Operating revenues from sales among intersegments   -   3,463   3,463   (3,463)   -
Segment net income (loss), net of tax   16,222,383   1,034,015   17,256,398   (965,487)   16,290,911
Acquisition of property, plant and equipment   14,607,603   -   14,607,603   -   14,607,603
Acquisition of intangible assets   1,715,772   -   1,715,772   -   1,715,772
Cash payments for the principal portion of the lease liability   535,302   13,950   549,252   -   549,252
Depreciation   34,844,738   52,490   34,897,228   -   34,897,228
Share of profit or loss of associates and joint ventures   3,811,335   -   3,811,335   (965,487)   2,845,848
Income tax expense (benefit)   400,869   669   401,538   -   401,538

 

91
 

 

    For the nine-month period ended September 30, 2019
    Wafer Fabrication   New Business   Subtotal   Adjustment and Elimination   Consolidated
Operating revenues from external customers   $106,292,701   $59,882   $106,352,583   $-   $106,352,583
Segment net income (loss), net of tax   2,997,437   (382,960)   2,614,477   358,923   2,973,400
Acquisition of property, plant and equipment   13,016,979   -   13,016,979   -   13,016,979
Acquisition of intangible assets   1,508,795   -   1,508,795   -   1,508,795
Cash payments for the principal portion of the lease liability   435,152   14,005   449,157   -   449,157
Depreciation   35,057,561   104,131   35,161,692   -   35,161,692
Share of profit or loss of associates and joint ventures   146,990   -   146,990   358,923   505,913
Income tax expense (benefit)   (222,738)   20,517   (202,221)   -   (202,221)
Impairment loss of non-financial assets   -   85,202   85,202   -   85,202

 

    As of September 30, 2020
    Wafer Fabrication   New Business   Subtotal   Adjustment and Elimination (Note)   Consolidated
Segment assets   $367,919,914   $1,075,236   $368,995,150   $(751,221)   $368,243,929
Segment liabilities   $147,053,889   $275,381   $147,329,270   $(304)   $147,328,966

 

    As of December 31, 2019
    Wafer Fabrication   New Business   Subtotal   Adjustment and Elimination (Note)   Consolidated
Segment assets   $369,189,983   $924,149   $370,114,132   $73,233   $370,187,365
Segment liabilities   $161,955,970   $1,157,878   $163,113,848   $(140,905)   $162,972,943

 

92
 

 

    As of September 30, 2019
    Wafer Fabrication   New Business   Subtotal   Adjustment and Elimination (Note)   Consolidated
Segment assets   $372,982,212   $1,011,150   $373,993,362   $51,105   $374,044,467
Segment liabilities   $167,921,280   $1,199,138   $169,120,418   $(120,245)   $169,000,173

 

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.

 

93
 

 

ATTACHMENT 1 (Significant intercompany transactions between consolidated entities)                    
 (Amount in thousand; Currency denomination in NTD or in foreign currencies)                    
                             
For the nine-month period ended September 30, 2020                        
                             
    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   $37,403,247   Net 60 days   28%
0   UNITED MICROELECTRONICS CORPORATION   UMC GROUP (USA)   1   Accounts receivable   6,060,399   -   2%
0   UNITED MICROELECTRONICS CORPORATION   UMC GROUP JAPAN   1   Sales   1,217,498   Net 60 days   1%
0   UNITED MICROELECTRONICS CORPORATION   UMC GROUP JAPAN   1   Accounts receivable   862   -   0%
0   UNITED MICROELECTRONICS CORPORATION   UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.   1   Sales   889,211
(Note 5)
  Net 30 days   1%
0   UNITED MICROELECTRONICS CORPORATION   UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.   1   Accounts receivable   14,936   -   0%
1   UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.   UMC GROUP (USA)   3   Sales   615,732   Net 60 days   0%
1   UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.   UMC GROUP (USA)   3   Accounts receivable   168,763   -   0%
2   HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.   UMC GROUP JAPAN   3   Sales   105,599   Net 60 days   0%
3   UNITED SEMICONDUCTOR JAPAN CO., LTD.   UMC GROUP (USA)   3   Sales   673,410   Net 60 days   1%
3   UNITED SEMICONDUCTOR JAPAN CO., LTD.   UMC GROUP (USA)   3   Accounts receivable   458,808   -   0%
                             
For the nine-month period ended September 30, 2019                        
                             
    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   $35,623,821   Net 60 days   33%
0   UNITED MICROELECTRONICS CORPORATION   UMC GROUP (USA)   1   Accounts receivable   7,753,210   -   2%
0   UNITED MICROELECTRONICS CORPORATION   UMC GROUP JAPAN   1   Sales   2,998,535   Net 60 days   3%
0   UNITED MICROELECTRONICS CORPORATION   UMC GROUP JAPAN   1   Accounts receivable   608,413   -   0%
0   UNITED MICROELECTRONICS CORPORATION   UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.   1   Sales   907,467
(Note 5)
  Net 30 days   1%
0   UNITED MICROELECTRONICS CORPORATION   UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.   1   Accounts receivable   28,914   -   0%
1   UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.   UMC GROUP (USA)   3   Sales   570,409   Net 60 days   1%
2   HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.   UMC GROUP (USA)   3   Sales   123,523   Net 60 days   0%
2   HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.   UMC GROUP (USA)   3   Accounts receivable   30,800   -   0%
2   HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.   UMC GROUP JAPAN   3   Sales   179,689   Net 60 days   0%
2   HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.   UMC GROUP JAPAN   3   Accounts receivable   48,505   -   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 USD 0.35 billion which was recognized as deferred revenue. 
             Since it was a downstream transaction, the deferred revenue would be realized over time.

 

94
 
ATTACHMENT 2 (Financing provided to others for the nine-month period ended September 30, 2020)                                                
(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   $13,072,500   $5,810,000   $2,033,500   0.91125%-2.56%   The need for short-term financing   $-   Business turnover   $-   None   $-   $22,076,146   $88,304,582
                                                                 
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.

 

 

 

 

95
 
ATTACHMENT 3 (Endorsement/Guarantee provided to others for the nine-month period ended September 30, 2020)                        
(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.   2   $99,342,655   $748,000   $748,000
(Note 5)
  $-
(Note 5)
  $-   0.34%   $99,342,655
0   UNITED MICROELECTRONICS
CORPORATION
  UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.    2   99,342,655   16,373,599    16,373,599
(Note 6) 
   12,329,688
(Note 6) 
  -   7.42%   99,342,655
                                         
HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.
 
No.
(Note 1)
  Endorsor/Guarantor    Receiving party  

Limit of guarantee/endorsement amount for receiving party

(Note 7)

  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 7)
    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   $10,448,989   $8,544,118   $3,522,782   $3,522,782   $-   15.17%   $10,448,989
                                         
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 September 30, 2020.
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; the amount has been fully repaid in January 2019.
             On December 12, 2018, the board of directors resolved to increase the endorsement amounted to NT$748 million; the amount has been fully repaid in September 2020.
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.
             On July 24, 2019, the board of directors resolved to decrease the endorsement amounted to USD 26 million, on December 18, 2019, the board of directors resolved to decrease the endorsement amounted to USD 13 million.
             On July 29, 2020, the board of directors resolved to decrease the endorsement amounted to USD 32 million and to increase the endorsement for short-term loans agreement amounted to CNY 900 million, total endorsement amount is up to USD 432 million and CNY 900 million.
             As of September 30, 2020, actual amount provided was NT$12,330 million.
Note 7: Limit of total endorsed/guaranteed amount shall not exceed 45% of HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.'s net assets value as of September 30, 2020.
             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 September 30, 2020.
             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.

 

 

96
 
ATTACHMENT 4 (Securities held as of September 30, 2020) (Excluding subsidiaries, associates and joint ventures)                            
(Amount in thousand; Currency denomination in NTD or in foreign currencies)                                
                                     
UNITED MICROELECTRONICS CORPORATION                                
 
                September 30, 2020    
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   HUT 8 MINING CORP.   -   Financial assets at fair value through profit or loss, current   4,000     $84,790   4.14     $84,790   None
Fund   MILLERFUL NO.1 REAL ESTATE INVESTMENT TRUST   -   Financial assets at fair value through profit or loss, current   18,000     186,840   1.70     186,840   None
Stock   PIXART IMAGING, INC.   -   Financial assets at fair value through profit or loss, current   1,600     284,800   1.15     284,800   None
Stock   PHISON ELECTRONICS CORP.   -   Financial assets at fair value through profit or loss, current   586     154,997   0.30     154,997   None
Stock   KING YUAN ELECTRONICS CO., LTD.   -   Financial assets at fair value through profit or loss, current   2,675     81,588   0.22     81,588   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   22,144     1,428,305   9.79     1,428,305   None
Stock   OCTTASIA INVESTMENT HOLDING INC.   -   Financial assets at fair value through profit or loss, noncurrent   6,692     402,404   9.29     402,404   None
Stock   UNITED INDUSTRIAL GASES CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   16,680     975,428   7.66     975,428   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     148,997   4.31     148,997   None
Stock   KING YUAN ELECTRONICS CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   20,483     624,722   1.68     624,722   None
Stock   EPISTAR CORP.   -   Financial assets at fair value through profit or loss, noncurrent   10,715     378,775   0.98     378,775   None
Stock   TOPOINT TECHNOLOGY CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   1,184     25,745   0.83     25,745   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     19,875                                -     19,875   None
Stock   SILICON INTEGRATED SYSTEMS CORP.   The Company's director   Financial assets at fair value through other comprehensive income, noncurrent   119,979     1,403,756   19.02     1,403,756   None
Stock   UNIMICRON HOLDING LIMITED   Associate   Financial assets at fair value through other comprehensive income, noncurrent   20,000     659,435   12.67     659,435   None
Stock   ITE TECH. INC.   -   Financial assets at fair value through other comprehensive income, noncurrent   13,960     968,822   8.67     968,822   None
Stock   NOVATEK MICROELECTRONICS CORP.   -   Financial assets at fair value through other comprehensive income, noncurrent   16,445     4,366,038   2.70     4,366,038   None
Stock-Preferred stock   MTIC HOLDINGS PTE. LTD.   -   Financial assets at fair value through other comprehensive income, noncurrent   12,000     112,439                                -     112,439   None

 

97
 
ATTACHMENT 4 (Securities held as of September 30, 2020) (Excluding subsidiaries, associates and joint ventures)                            
(Amount in thousand; Currency denomination in NTD or in foreign currencies)                                
                                     
FORTUNE VENTURE CAPITAL CORP.                                
                                     
                September 30, 2020    
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   1,514     $2,075   19.65     $2,075   None
Stock   SOLARGATE TECHNOLOGY CORP.   -   Financial assets at fair value through profit or loss, noncurrent   957                            -   15.94                                -   None
Fund   TRENDFORCE CAPITAL FUND SPC-TRENDFORCE CAPITAL FUND I SP   -   Financial assets at fair value through profit or loss, noncurrent   15     55,842   15.06     55,842   None
Stock   CLIENTRON CORP.   -   Financial assets at fair value through profit or loss, noncurrent   9,478     174,868   14.90     174,868   None
Stock   TRONC-E CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   1,800                            -   14.49                                -   None
Stock   CENTERA PHOTONICS INC.   -   Financial assets at fair value through profit or loss, noncurrent   3,750     35,400   11.69     35,400   None
Stock   EVERGLORY RESOURCE TECHNOLOGY CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   2,500     17,175   10.23     17,175   None
Stock   ADVANCE MATERIALS CORP.   -   Financial assets at fair value through profit or loss, noncurrent   10,719     53,272   9.12     53,272   None
Stock   MONTJADE ENGINEERING CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   1,800     13,050   8.18     13,050   None
Stock   EXCELSIUS MEDICAL CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   1,500                   42,000   7.50                      42,000   None
Stock   NEW SMART TECHNOLOGY CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   900                   10,494   7.29                      10,494   None
Stock   WIN WIN PRECISION TECHNOLOGY CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   3,150                   59,661   6.93                      59,661   None
Stock   RISELINK VENTURE CAPITAL CORP.   -   Financial assets at fair value through profit or loss, noncurrent   11     1,619   6.67     1,619   None
Stock   LICO TECHNOLOGY CORP.   -   Financial assets at fair value through profit or loss, noncurrent   6,609                            -   5.32                                -   None
Stock   AMPAK TECHNOLOGY INC.   -   Financial assets at fair value through profit or loss, noncurrent   3,000     156,000   4.98     156,000   None
Stock   ACT GENOMICS HOLDINGS CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   4,600     155,813   4.74     155,813   None
Stock   EMPASS TECHNOLOGY INC.   -   Financial assets at fair value through profit or loss, noncurrent   300     5,757   4.53     5,757   None
Stock   TAIWAN AULISA MEDICAL DEVICES TECHNOLOGIES, INC.   -   Financial assets at fair value through profit or loss, noncurrent   1,114     7,131   4.47     7,131   None
Stock   MERIDIGEN BIOTECH CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent                           3,838     9,710   4.21     9,710   None
Stock   EXCELLENCE OPTOELECTRONICS INC.   -   Financial assets at fair value through profit or loss, noncurrent   6,374     222,767   3.72     222,767   None
Stock   SOLID STATE SYSTEM CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   3,000                   61,650   3.71                      61,650   None
Stock   SUBTRON TECHNOLOGY CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   10,059     119,699   3.46                    119,699   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     96,051   3.11     96,051   None
Fund   TRANSLINK CAPITAL PARTNERS IV, L.P.   -   Financial assets at fair value through profit or loss, noncurrent                                   -     86,773   2.96     86,773   None
Stock   BRIGHT SHELAND INTERNATIONAL CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   1,200     44,160   2.87     44,160   None
Stock   TAIWAN SEMICONDUCTOR CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   6,741                 242,743   2.70                    242,743   None

 

98
 
ATTACHMENT 4 (Securities held as of September 30, 2020) (Excluding subsidiaries, associates and joint ventures)                            
(Amount in thousand; Currency denomination in NTD or in foreign currencies)                                
                                     
                                     
FORTUNE VENTURE CAPITAL CORP.                                
                September 30, 2020    
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   CHITEC TECHNOLOGY CORP., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   627     $14,233   2.15     $14,233   None
Fund   VERTEX V (C.I.) FUND L.P.    -   Financial assets at fair value through profit or loss, noncurrent                                   -     64,082   2.07     64,082   None
Stock   FORMOSA PHARMACEUTICALS, INC.   -   Financial assets at fair value through profit or loss, noncurrent   1,500                   30,000   2.06                      30,000   None
Stock   M3 TECHNOLOGY INC.   -   Financial assets at fair value through profit or loss, noncurrent   744     38,688   2.03     38,688   None
Stock   YUEN FOONG YU CONSUMER PRODUCTS CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   4,000                 158,000   1.63                    158,000   None
Stock   ACER E-ENABLING SERVICE BUSINESS INC.   -   Financial assets at fair value through profit or loss, noncurrent   550                   23,650   1.51                      23,650   None
Stock   LINTES TECHNOLOGY CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   615     81,180   1.08     81,180   None
Stock   WALTOP INTERNATIONAL CORP.   -   Financial assets at fair value through profit or loss, noncurrent                              131     588   1.07     588   None
Stock   CRYSTALWISE TECHNOLOGY INC.   -   Financial assets at fair value through profit or loss, noncurrent   888                   27,976   1.02                      27,976   None
Stock   POWTEC ELECTROCHEMICAL CORP.(formerly POWERTEC ENERGY CORP.)   -   Financial assets at fair value through profit or loss, noncurrent   9,930     -   0.70     -   None
Stock   TAIWANJ PHARMACEUTICALS CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   514                     6,296   0.68                        6,296   None
Stock   TIGERAIR TAIWAN CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   1,300                   39,390   0.65                      39,390   None
Stock   NORATECH PHARMACEUTICALS, INC.   -   Financial assets at fair value through profit or loss, noncurrent   1,000     10,580   0.63                      10,580   None
Stock   SOLAR APPLIED MATERIALS TECHNOLOGY CORP.   -   Financial assets at fair value through profit or loss, noncurrent   200     8,490   0.04     8,490   None
Stock   FORTEMEDIA, INC.   -   Financial assets at fair value through profit or loss, noncurrent   21     26   0.02     26   None
Convertible bonds   YEONG GUAN ENERGY TECHNOLOGY GROUP CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   100     10,800                                -     10,800   None
Convertible bonds   IBASE TECHNOLOGY INC.   -   Financial assets at fair value through profit or loss, noncurrent   70     7,525                                -     7,525   None
Stock-Preferred stock   EJOULE INTERNATIONAL LIMITED   -   Financial assets at fair value through profit or loss, noncurrent   23,909     140,803                                -     140,803   None
Stock-Preferred stock   FLOADIA CORP.   -   Financial assets at fair value through profit or loss, noncurrent   2     79,209                                -     79,209   None
Stock-Preferred stock   CEREBREX, INC.   -   Financial assets at fair value through profit or loss, noncurrent   1                            -                                -                                -   None
Stock-Preferred stock   FORTEMEDIA, INC.   -   Financial assets at fair value through profit or loss, noncurrent   311     2,287                                -     2,287   None
Stock-Preferred stock   ACEPODIA, INC.   -   Financial assets at fair value through profit or loss, noncurrent   1,449     29,050                                -     29,050   None
Stock-Preferred stock   BRAVOTEK CORP.   -   Financial assets at fair value through profit or loss, noncurrent   2,250     57,519                                -     57,519   None
Stock-Preferred stock   GEAR RADIO LTD.   -   Financial assets at fair value through profit or loss, noncurrent   2,400     50,402                                -     50,402   None
Stock   SHIN-ETSU HANDOTAI TAIWAN CO., LTD.   -   Financial assets at fair value through other comprehensive income, noncurrent   10,500     446,775   7.00     446,775   None
Stock   UNITED MICROELECTRONICS CORP.   Parent company   Financial assets at fair value through other comprehensive income, noncurrent   16,079     459,048   0.13     459,048   None
Convertible bonds   TEAM GROUP INC.   -   Prepayments for investments   440     47,743                                -     NA   None
Convertible bonds   PCHOME ONLINE INC.   -   Prepayments for investments   500     55,395                                -     NA   None

 

99
 
ATTACHMENT 4 (Securities held as of September 30, 2020) (Excluding subsidiaries, associates and joint ventures)                            
(Amount in thousand; Currency denomination in NTD or in foreign currencies)                                
                                     
TLC CAPITAL CO., LTD.                                
                September 30, 2020    
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   COLOR IMAGINATION HOLDING   -   Financial assets at fair value through profit or loss, current                                   -     $116,200                                -     $116,200   None
Fund   EVERYI CAPITAL ASIA FUND, L.P.   -   Financial assets at fair value through profit or loss, noncurrent                                   -     151,064   18.18     151,064   None
Stock   BEAUTY ESSENTIALS INTERNATIONAL LTD.   -   Financial assets at fair value through profit or loss, noncurrent   150,500     61,208   13.99     61,208   None
Fund   OAK HILL OPPORTUNITIES FUND, SEGREGATED PORTFOLIO   -   Financial assets at fair value through profit or loss, noncurrent   13     333,790   13.00     333,790   None
Stock   WINKING ENTERTAINMENT LTD.   -   Financial assets at fair value through profit or loss, noncurrent   6,433     57,928   11.64     57,928   None
Stock   EVERGLORY RESOURCE TECHNOLOGY CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   1,200     8,244   4.91     8,244   None
Stock   ADVANCE MATERIALS CORP.   -   Financial assets at fair value through profit or loss, noncurrent   5,435     27,011   4.62     27,011   None
Stock   EXCELLENCE OPTOELECTRONICS INC.   -   Financial assets at fair value through profit or loss, noncurrent   7,752     270,936   4.53     270,936   None
Fund   TRANSLINK CAPITAL PARTNERS III, L.P.   -   Financial assets at fair value through profit or loss, noncurrent                                   -     169,752   4.24     169,752   None
Stock   WELLYSUN INC.   -   Financial assets at fair value through profit or loss, noncurrent   1,000     9,800   3.27     9,800   None
Stock   SUNDIA MEDITECH GROUP   -   Financial assets at fair value through profit or loss, noncurrent   779     22,444   3.20     22,444   None
Fund   H&QAP GREATER CHINA GROWTH FUND, L.P.   -   Financial assets at fair value through profit or loss, noncurrent                                   -     349   2.67     349   None
Stock   ACTI CORP.   -   Financial assets at fair value through profit or loss, noncurrent   900     3,267   2.43     3,267   None
Stock   HANDA PHARMACEUTICALS, INC.   -   Financial assets at fair value through profit or loss, noncurrent   1,000     21,450   0.87     21,450   None
Stock   SIMPLO TECHNOLOGY CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   1,422     426,034   0.77     426,034   None
Stock   TXC CORP.   -   Financial assets at fair value through profit or loss, noncurrent   1,978     142,811   0.64     142,811   None
Stock   LINTES TECHNOLOGY CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   365     48,180   0.64     48,180   None
Stock   MATERIALS ANALYSIS TECHNOLOGY INC.   -   Financial assets at fair value through profit or loss, noncurrent   288     23,933   0.46     23,933   None
Stock   POWTEC ELECTROCHEMICAL CORP.(formerly POWERTEC ENERGY CORP.)   -   Financial assets at fair value through profit or loss, noncurrent   6,470                            -                           0.46                                -   None
Stock   YUEN FOONG YU CONSUMER PRODUCTS CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   1,000     39,500                           0.41     39,500   None
Stock   EVERGREEN STEEL CORP.   -   Financial assets at fair value through profit or loss, noncurrent   1,000     45,700                           0.25     45,700   None
Stock   VALUE VALVES CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent   40     3,832                           0.10     3,832   None
Convertible bonds   TECHCENTIAL INTERNATIONAL LTD.   -   Financial assets at fair value through profit or loss, noncurrent   99     9,455                                -     9,455   None
Convertible bonds   EJOULE INTERNATIONAL LTD.   -   Financial assets at fair value through profit or loss, noncurrent                                   -     152,324                                -     152,324   None
Capital-Preferred stock   GUANGXI CHIPBETTER MICROELECTRONICS INC.   -   Financial assets at fair value through profit or loss, noncurrent   672     48,619                                -     48,619   None
Stock-Preferred stock   YOUJIA GROUP LTD.   -   Financial assets at fair value through profit or loss, noncurrent   2,685     3,726                                -     3,726   None

 

100
 
ATTACHMENT 4 (Securities held as of September 30, 2020) (Excluding subsidiaries, associates and joint ventures)                            
(Amount in thousand; Currency denomination in NTD or in foreign currencies)                                
                                     
TLC CAPITAL CO., LTD.                                
 
                September 30, 2020    
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   ALO7 LTD.   -   Financial assets at fair value through profit or loss, noncurrent   2,377     $278,594                                -     $278,594   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     103,155                                -     103,155   None
Stock-Preferred stock   GAME VIDEO LTD.   -   Financial assets at fair value through profit or loss, noncurrent   279     146,815                                -     146,815   None
Stock-Preferred stock   CLOUD MOMENT (CAYMAN) INC.   -   Financial assets at fair value through profit or loss, noncurrent   359                            -                                -                                -   None
Stock-Preferred stock   PLAYNITRIDE INC.   -   Financial assets at fair value through profit or loss, noncurrent   1,739     194,756                                -     194,756   None
Stock-Preferred stock   EJOULE INTERNATIONAL LTD.   -   Financial assets at fair value through profit or loss, noncurrent   35,863     211,204                                -     211,204   None
Stock-Preferred stock   TURNING POINT LASERS LTD.   -   Financial assets at fair value through profit or loss, noncurrent   2,000     60,193                                -     60,193   None
Stock-Preferred stock   ARTERY TECHNOLOGY CORP.   Associate   Financial assets at fair value through profit or loss, noncurrent   770     100,658                                -     100,658   None
Stock-Preferred stock   JSAB HOLDING LTD.    -   Financial assets at fair value through profit or loss, noncurrent   667     29,050                                -     29,050   None
Stock   ADVANCED ENERGY SOLUTION HOLDING CO., LTD.   -   Prepayments for investments                                   -                     4,069                                -      NA    None
                                     
UMC CAPITAL CORP.                                    
                                     
                September 30, 2020    
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   CLOUDWORDS, INC.   -   Financial assets at fair value through profit or loss, current                                   -   USD 190                                -   USD 190   None
Capital   TRANSLINK MANAGEMENT III, L.L.C.   -   Financial assets at fair value through profit or loss, noncurrent                                   -   USD 775                         14.33   USD 775   None
Fund   TRANSLINK CAPITAL PARTNERS III, L.P.   -   Financial assets at fair value through profit or loss, noncurrent                                   -   USD 15,799   11.47   USD 15,799   None
Stock   OCTTASIA INVESTMENT HOLDING INC.   -   Financial assets at fair value through profit or loss, noncurrent   7,035   USD 14,562   9.76   USD 14,562   None
Fund   TRANSLINK CAPITAL PARTNERS IV, L.P.   -   Financial assets at fair value through profit or loss, noncurrent                                   -   USD 8,961                           8.87   USD 8,961   None
Stock   ALL-STARS SP IV LTD.   -   Financial assets at fair value through profit or loss, noncurrent   7   USD 7,020   5.03   USD 7,020   None
Fund   TRANSLINK CAPITAL PARTNERS II, L.P.   -   Financial assets at fair value through profit or loss, noncurrent                                   -   USD 1,675                           4.53   USD 1,675   None
Fund   GROVE VENTURES II, L.P.   -   Financial assets at fair value through profit or loss, noncurrent                                   -   USD 404                           3.82   USD 404   None
Fund   SIERRA VENTURES XI, L.P.   -   Financial assets at fair value through profit or loss, noncurrent                                   -   USD 3,761                           1.76   USD 3,761   None
Fund   STORM VENTURES FUND V, L.P.   -   Financial assets at fair value through profit or loss, noncurrent                                   -   USD 3,427                           1.69   USD 3,427   None
Fund   SIERRA VENTURES XII, L.P.   -   Financial assets at fair value through profit or loss, noncurrent                                   -   USD 427                           1.38   USD 427   None

 

101
 
ATTACHMENT 4 (Securities held as of September 30, 2020) (Excluding subsidiaries, associates and joint ventures)                            
(Amount in thousand; Currency denomination in NTD or in foreign currencies)                                
                                     
UMC CAPITAL CORP.                                    
                                     
                September 30, 2020    
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   ACHIEVE MADE INTERNATIONAL LTD.   -   Financial assets at fair value through profit or loss, noncurrent                                80   USD 78                           0.46   USD 78   None
Stock-Preferred stock   ACHIEVE MADE INTERNATIONAL LTD.   -   Financial assets at fair value through profit or loss, noncurrent                           2,644   USD 8,204                                -   USD 8,204   None
Stock-Preferred stock   CNEX LABS, INC.   -   Financial assets at fair value through profit or loss, noncurrent                           3,920   USD 6,500                                -   USD 6,500   None
Stock-Preferred stock   GLYMPSE, INC.   -   Financial assets at fair value through profit or loss, noncurrent                           1,349   USD 3,081                                -   USD 3,081   None
Stock-Preferred stock   ATSCALE, INC.   -   Financial assets at fair value through profit or loss, noncurrent                           8,520   USD 7,484                                -   USD 7,484   None
Stock-Preferred stock   SENSIFREE LTD.   -   Financial assets at fair value through profit or loss, noncurrent                              614   USD 1,228                                -   USD 1,228   None
Stock-Preferred stock   APPIER HOLDINGS, INC.   -   Financial assets at fair value through profit or loss, noncurrent                                64   USD 3,313                                -   USD 3,313   None
Stock-Preferred stock   DCARD HOLDINGS LTD.   -   Financial assets at fair value through profit or loss, noncurrent                         27,819   USD 5,997                                -   USD 5,997   None
Stock-Preferred stock   NEXTINPUT, INC.   -   Financial assets at fair value through profit or loss, noncurrent                           3,866   USD 1,344                                -   USD 1,344   None
Stock-Preferred stock   GCT SEMICONDUCTOR, INC.   -   Financial assets at fair value through profit or loss, noncurrent                              175   USD 162                                -   USD 162   None
Stock-Preferred stock   FORTEMEDIA, INC.   -   Financial assets at fair value through profit or loss, noncurrent                         12,241   USD 6,903                                -   USD 6,903   None
Stock-Preferred stock   SIFOTONICS TECHNOLOGIES CO., LTD.   -   Financial assets at fair value through profit or loss, noncurrent                           3,500   USD 8,000                                -   USD 8,000   None
Stock-Preferred stock   NEVO ENERGY, INC.   -   Financial assets at fair value through profit or loss, noncurrent                           4,980                            -                                -                                -   None
Stock-Preferred stock   NEXENTA SYSTEMS, INC.   -   Financial assets at fair value through profit or loss, noncurrent                           6,555                            -                                -                                -   None
Stock-Preferred stock   CLOUDWORDS, INC.   -   Financial assets at fair value through profit or loss, noncurrent   9,461   USD 4,249                                -   USD 4,249   None
Stock-Preferred stock   EAST VISION TECHNOLOGY LTD.   -   Financial assets at fair value through profit or loss, noncurrent   2,770                            -                                -                                -   None
Stock-Preferred stock   RENIAC, INC.   -   Financial assets at fair value through profit or loss, noncurrent   1,287   USD 2,266                                -   USD 2,266   None
Stock-Preferred stock   BLUESPACE.AI, INC.    -   Financial assets at fair value through profit or loss, noncurrent   174   USD 300                                -   USD 300   None
Stock-Preferred stock   REED SEMICONDUCTOR CORP.   -   Financial assets at fair value through profit or loss, noncurrent                           3,352   USD 1,006                                -   USD 1,006   None
Stock-Preferred stock   A.A.A TARANIS VISUAL LTD.   -   Financial assets at fair value through profit or loss, noncurrent   4   USD 3,414                                -   USD 3,414   None
Convertible bonds   GLYMPSE, INC.   -   Financial assets at fair value through profit or loss, noncurrent                                   -   USD 1,778                                -   USD 1,778   None
                                     
TERA ENERGY DEVELOPMENT CO., LTD.                                
                                     
                September 30, 2020    
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     $5,842   1.18     $5,842   None

 

102
 
ATTACHMENT 4 (Securities held as of September 30, 2020) (Excluding subsidiaries, associates and joint ventures)                            
(Amount in thousand; Currency denomination in NTD or in foreign currencies)                                
                                     
                                     
NEXPOWER TECHNOLOGY CORP.                                
                September 30, 2020    
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                                
                September 30, 2020    
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   -     $102,552                         11.13     $102,552   None
Fund   SPARKLABS KOREA FUND II, L.P.   -   Financial assets at fair value through profit or loss, noncurrent   -                   37,392                           5.00                      37,392   None
                                     
UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.                                
                September 30, 2020    
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 32,760                           9.71   RMB 32,760   None

 

103
 
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 nine-month period ended September 30, 2020)                                
(Amount in thousand; Currency denomination in NTD or in foreign currencies)                                                          
                                                                       
                                                                       
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
  Units (thousand)/ bonds/shares (thousand)   Amount   Units (thousand)/ bonds/shares (thousand)   Amount   Cost   Gain (Loss)
from disposal
  Units (thousand)/ bonds/shares (thousand)   Amount
None                                                              

 

104
 
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 nine-month period ended September 30, 2020)                          
(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                                                

 

105
 

 

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 nine-month period ended September 30, 2020)  
(Amount in thousand; Currency denomination in NTD or in foreign currencies)  
   
NEXPOWER TECHNOLOGY CORP.  
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  
 
Construction plant and its facility equipment   June 16, 2020   February 1, 2008~June 1, 2017   $601,042   $1,766,666   Received   $1,081,497   GENERAL INTERFACE SOLUTION LIMITED   None   In order to improve the company's operations and reduce the fixed costs.   The valuation report   None  
   

 

 

 

106
 

 

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 nine-month period ended September 30, 2020)                        
(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     $37,403,247   37 %   Net 60 days   N/A   N/A     $6,060,399     31 %      
UMC GROUP JAPAN   Subsidiary   Sales     1,217,498   1 %   Net 60 days   N/A   N/A     862     0 %      
UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.   Subsidiary   Sales       889,211   1 %   Net 30 days   N/A   N/A       14,936     0 %      
FARADAY TECHNOLOGY CORPORATION   Associate   Sales       821,682   1 %   Month-end 60 days   N/A   N/A     160,849     1 %      
                                                     
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 1,217,766   96 %   Net 60 days   N/A   N/A   USD 209,158     90 %      
UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.   Associate   Purchases   USD 21,300   2 %   Net 60 days   N/A   N/A   USD 5,835     3 %      
UNITED SEMICONDUCTOR JAPAN CO., LTD.   Associates   Purchases   USD 20,112   2 %   Net 60 days   N/A   N/A   USD   15,831     7 %      
                                                     
UMC GROUP JAPAN                                                    
        Transactions   Details of non-arm's length transaction   Notes and accounts receivable (payable)   Note  
Counter-party   Relationship   Purchases (Sales)   Amount    Percentage of total purchases (sales)   Term   Unit price   Term   Balance   Percentage of total receivables (payable)    
 
UNITED MICROELECTRONICS CORPORATION   Parent company   Purchases   JPY 3,987,383   91 %   Net 60 days   N/A   N/A   JPY 3,146     100 %      
HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.   Associate   Purchases   JPY   370,700   9 %   Net 60 days   N/A   N/A     -     -        
                                                     
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)    
 
FARADAY TECHNOLOGY CORPORATION   Associate   Sales   RMB   133,710   7 %   Net 45 days   N/A   N/A   RMB   29,093     7 %      
UMC GROUP JAPAN   Associate   Sales   RMB 24,750   1 %   Net 60 days   N/A   N/A       -       -        
                                                     
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   144,311   7 %   Net 60 days   N/A   N/A   RMB   39,737     7 %      
FARADAY TECHNOLOGY CORPORATION   Associate   Sales   RMB 26,482   1 %   Net 60 days   N/A   N/A   RMB   16,233     3 %      
                                                     
UNITED SEMICONDUCTOR JAPAN 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   JPY 2,430,205   6 %   Net 60 days   N/A   N/A   JPY  1,675,093     14 %      

 

107
 

 

 

ATTACHMENT 9 (Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of September 30, 2020)                
(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   $-     $6,060,399   $-     $6,060,399   8.31   $-   -     $2,830,309   $15,639  
FARADAY TECHNOLOGY CORP.   Associate                      -                 160,849                           -        160,849   8.90                      876   Collection in
subsequent period
                  60,917                        241  
                                                 
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 39,737   $-   RMB 39,737   8.11   $-   -     $-   RMB            60  
                                                 
HEJIAN TECHNOLOGY (SUZHOU) 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  
 
FARADAY TECHNOLOGY CORP.   Associate   $-   RMB 29,093   $-   RMB 29,093   5.87   $-   -   RMB 16,199   RMB             3  
                                                 
UNITED SEMICONDUCTOR JAPAN 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   $-   JPY 1,675,093   $-   JPY 1,675,093   3.87   $-   -   JPY 901,240   $-  

 

 

108
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of September 30, 2020) (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 September 30, 2020   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     $1,774,953     $83,952     $83,952    
UNITED MICROELECTRONICS (EUROPE) B.V.   The Netherlands   Marketing support activities   USD 5,421   USD 5,421   9   100.00     139,386     1,453     1,453    
UMC CAPITAL CORP.   Cayman Islands   Investment holding    USD 81,500   USD 81,500   71,663   100.00     3,975,135     349,731     351,422    
GREEN EARTH LIMITED   Samoa   Investment holding    USD 977,000   USD 977,000   977,000   100.00     8,960,864     (2,604,932)     (2,604,932)    
TLC CAPITAL CO., LTD.   Taipei City, Taiwan    Venture capital     4,610,000     4,610,000   400,167   100.00     4,515,243     239,426     239,426    
UMC INVESTMENT (SAMOA) LIMITED   Samoa   Investment holding    USD 1,520   USD 1,520   1,520   100.00     40,698     (1,323)     (1,323)    
FORTUNE VENTURE CAPITAL CORP.   Taipei City, Taiwan    Consulting and planning for venture capital     3,440,053     3,440,053   401,734   100.00     4,911,856     393,233     380,307    
UMC GROUP JAPAN   Japan   IC Sales   JPY 60,000   JPY 60,000   1   100.00     24,357     6,518     6,518    
UMC KOREA CO., LTD.   Korea   Marketing support activities   KRW 550,000   KRW 550,000   110   100.00     20,493     855     855    
OMNI GLOBAL LIMITED   Samoa   Investment holding    USD 4,300   USD 4,300   4,300   100.00     596,704     26,364     26,364    
SINO PARAGON LIMITED   Samoa   Investment holding    USD 2,600   USD 2,600   2,600   100.00     142,701     20,861     20,861    
BEST ELITE INTERNATIONAL LIMITED   British Virgin Islands   Investment holding    USD 309,102   USD 309,102   664,966   100.00     23,929,854     1,236,247     1,236,247    
UNITED SEMICONDUCTOR JAPAN CO., LTD.   Japan   Sales and manufacturing of integrated circuits   JPY 64,421,068   JPY 64,421,068   116,247   100.00     17,907,422     462,186     462,186    
WAVETEK MICROELECTRONICS CORPORATION   Hsinchu County, Taiwan   Sales and manufacturing of integrated circuits     1,903,741     1,894,660   148,112   81.44     347,812     58,573     47,932    
NEXPOWER TECHNOLOGY CORP.   Taichung City, Taiwan   Sales and manufacturing of solar power batteries     5,956,791     5,956,791   33,998   47.75     351,859     1,031,824     492,709    
MTIC HOLDINGS PTE. LTD.   Singapore   Investment holding    SGD 12,000   SGD 12,000   12,000   45.44     8,669     (5,674)     (7,413)    
UNITECH CAPITAL INC.   British Virgin Islands   Investment holding    USD 21,000   USD 21,000   21,000   42.00     741,353     292,714     122,940    
TRIKNIGHT CAPITAL CORPORATION   Taipei City, Taiwan    Investment holding      2,370,000     2,370,000   237,000   40.00     2,256,411     (63,050)     (25,220)    
HSUN CHIEH INVESTMENT CO., LTD.   Taipei City, Taiwan    Investment holding      336,241     336,241   364,102   36.49     6,917,663     6,961,341     2,540,738    
YANN YUAN INVESTMENT CO., LTD.   Taipei City, Taiwan    Investment holding      2,300,000     2,300,000   46,000   30.87     4,706,077     499,452     154,193    
FARADAY TECHNOLOGY CORPORATION   Hsinchu City, Taiwan   Design of application-specific integrated circuit     38,918     38,918   34,240   13.78     1,500,343     59,342     8,175    
UNIMICRON TECHNOLOGY CORP.   Taoyuan City, Taiwan   Manufacturing of PCB     2,438,565     2,438,565   196,136   13.37     8,843,183     339,591     45,419    

 

 

109
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of September 30, 2020) (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 September 30, 2020   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     $100,752   18,655   100.00     $62,997     $2,191     $2,191    
PURIUMFIL INC.   Hsinchu City, Taiwan   Chemicals and filtration products & Microcontamination control service     10,000     10,000   1,000   44.45     7,441     623     277    
NEXPOWER TECHNOLOGY CORP.   Taichung City, Taiwan   Sales and manufacturing of solar power batteries     1,688,630     1,688,630   23,827   33.46     246,589     1,031,824     345,299    
WINAICO IMMOBILIEN GMBH   Germany   Solar project   EUR 5,900   EUR 5,900   5,900   32.78      -       -       -     
UNITED LED CORPORATION HONG KONG LIMITED   Hongkong   Investment holding   USD 22,500   USD 22,500   22,500   25.14     98,515     (89,546)     (22,512)    
WAVETEK MICROELECTRONICS CORPORATION   Hsinchu County, Taiwan   Sales and manufacturing of integrated circuits     8,856                          8,856                 1,194   0.66     3,821     58,573     385    
CLIENTRON CORP.   Xinbei City, Taiwan   Thin client     -     277,508   -   -      -      74,637     13,392   Note
Note: As FORTUNE VENTURE CAPITAL CORP. lost its significant influence in April 2020, the investee was reclassified from investments accounted for under the equity method to financial assets at fair value through profit or loss, noncurrent.                
                                                   
TLC CAPITAL CO., LTD.                                              
Investee company   Address   Main businesses and products   Initial Investment   Investment as of September 30, 2020   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     $10,072     $(99)     $(99)    
HSUN CHIEH CAPITAL CORP.   Samoa   Investment holding   USD 8,000   USD 6,000   8,000   40.00     185,749     17,901     9,083    
VSENSE CO., LTD.   Taipei City, Taiwan    Medical devices, measuring equipment, reagents and consumables     95,916     95,916   4,251   24.39     4,682     (16,418)     (2,142)    
NEXPOWER TECHNOLOGY CORP.   Taichung City, Taiwan   Sales and manufacturing of solar power batteries     888,019     888,019   8,645   12.14     89,472     1,031,824     125,288    
                                                   
UMC CAPITAL CORP.                                              
Investee company   Address   Main businesses and products   Initial Investment   Investment as of September 30, 2020   Net income (loss) of investee company   Investment income (loss) recognized   Note
Ending balance    Beginning balance  Number of shares (thousand)   Percentage of ownership
(%)
  Carrying amount      
     
TRANSLINK CAPITAL PARTNERS I, L.P.   Cayman Islands   Investment holding    USD 4,036   USD 4,036   -   10.38   USD 6,040   USD 3,597    USD  299    
UMC CAPITAL (USA)   USA   Investment holding    USD -   USD 200   -   -   USD  -    USD (0)    USD  (0)   Note
Note: In August, 2020, UMC CAPITAL (USA) was dissolved.                                              
                                                   
TERA ENERGY DEVELOPMENT CO., LTD.                                              
Investee company   Address   Main businesses and products   Initial Investment    Investment as of September 30, 2020   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 750   750   100.00     $40,022     $1,985     $1,985    
WINAICO IMMOBILIEN GMBH   Germany   Solar project   EUR 2,160   EUR 2,160   2,160   12.00                                  -      -                                 -    

 

110
 
ATTACHMENT 10 (Names, locations and related information of investee companies as of September 30, 2020) (Not including investment in Mainland China)                                
(Amount in thousand; Currency denomination in NTD or in foreign currencies)                                              
                                                   
WAVETEK MICROELECTRONICS CORPORATION                                              
Investee company   Address   Main businesses and products   Initial Investment    Investment as of September 30, 2020   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 1,650   USD 1,500   1,650   100.00     $3,065     $(3,524)     $(3,524)    
                                                   
WAVETEK MICROELECTRONICS INVESTMENT (SAMOA) LIMITED                                          
Investee company   Address   Main businesses and products   Initial Investment    Investment as of September 30, 2020   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   Marketing service   USD 60   USD 60   60   100.00     $2,796     $113     $113    
                                                   
BEST ELITE INTERNATIONAL LIMITED                                              
Investee company   Address   Main businesses and products   Initial Investment    Investment as of September 30, 2020   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     $23,950,390     $1,242,553     $1,242,553    
                                                   
INFOSHINE TECHNOLOGY LIMITED                                              
Investee company   Address   Main businesses and products   Initial Investment    Investment as of September 30, 2020   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     $23,950,390     $1,242,553     $1,242,553    
                                                   
OMNI GLOBAL LIMITED                                               
Investee company   Address   Main businesses and products   Initial Investment    Investment as of September 30, 2020   Net income (loss) of investee company   Investment income (loss) recognized   Note
Ending balance    Beginning balance  Number of shares (thousand)   Percentage of ownership
(%)
  Carrying amount      
     
UNITED MICROTECHNOLOGY CORPORATION (NEW YORK)   USA   Research & Development   USD 950   USD 950   0   100.00     $29,286     $18     $18    
UNITED MICROTECHNOLOGY CORPORATION (CALIFORNIA)   USA   Research & Development   USD 1,000   USD 1,000   0   100.00     35,107     1,122     1,122    
ECP VITA PTE. LTD.   Singapore   Insurance   USD 9,000   USD 9,000   9,000   100.00     543,566     25,079     25,079    
UMC TECHNOLOGY JAPAN CO., LTD.   Japan   Semiconductor manufacturing technology development and consulting services   JPY 35,000   JPY 35,000   4   100.00     8,668     (204)     (204)    
                                                   
GREEN EARTH LIMITED                                          
Investee company   Address   Main businesses and products   Initial Investment    Investment as of September 30, 2020   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 974,050             974,050   100.00     $8,935,010     $(2,604,175)     $(2,604,175)    

 

111
 

 

ATTACHMENT 11 (Investment in Mainland China as of September 30, 2020)                                                           
(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, 2020
  Investment flows   Accumulated outflow of investment from Taiwan as of
September 30, 2020
        Percentage of ownership   Investment income (loss) recognized
(Note 2)
  Carrying amount
as of
September 30, 2020
  Accumulated inward remittance of earnings as of
September 30, 2020
    Outflow   Inflow     Net income (loss) of investee company        
UNITRUTH ADVISOR (SHANGHAI) CO., LTD.   Investment Holding and advisory  
(USD
$23,240
800)
  (ii)SOARING CAPITAL CORP.  
(USD
$23,240
800)
    $-     $-  
(USD
$23,240
800)
    $(92)   100.00%     $(92)
(iii)
    $9,872     $-
EVERRICH (SHANDONG) ENERGY CO., LTD.   Solar engineering integrated design services  
(USD
21,788
750)
  (ii)EVERRICH ENERGY INVESTMENT (HK) LIMITED  
(USD
21,788
750)
    -     -  
(USD
21,788
750)
    1,996   100.00%      1,996
(iii)
    39,543  
(USD
127,588
4,392)
UNITED LED CORPORATION   Research, manufacturing and sales in LED epitaxial wafers   
(USD
2,440,200
84,000)
  (ii)UNITED LED CORPORATION HONG KONG LIMITED  
(USD
 588,263
20,250) 
    -     -  
(USD
 588,263
20,250) 
    (RMB   (88,079)
   (20,739))
  25.14%  
(RMB
 (22,144)
(5,214))
(ii)
 
(RMB
90,983
  21,423)
                               -
HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.   Sales and manufacturing of integrated circuits  
(RMB
13,358,064
3,145,294)
  (ii)OAKWOOD ASSOCIATES LIMITED  
(USD
8,979,413
309,102)
    -     -  
(USD
8,979,413
309,102)
   
(RMB 
1,254,649
295,420)
  99.9985%
(Note 4)
 
(RMB
 1,254,628
295,415)
(ii)
 
(RMB
23,219,623
5,467,300)
                               -
UNITEDDS SEMICONDUCTOR (SHANDONG) CO., LTD.   Design support of integrated circuits  
(RMB
127,410
 30,000)
  (iii)HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.      -
 
               -     -      -
 
 
(RMB
 45,307
10,668) 
  99.9985%  
(RMB
 45,307
10,668)
(iii)
 
(RMB
 266,058
62,646)
                               -
UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.   Sales and manufacturing of integrated circuits  
(RMB
53,927,531
12,697,794)
  (ii)UNITED MICROCHIP CORPORATION and (iii)HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.  
(USD
28,032,262
964,966)
(Note5)
               -     -  
(USD
28,032,262
964,966)
(Note5)
 
(RMB
 (5,099,245)
(1,200,670))
  65.22%  
(RMB
 (3,325,584)
(783,043))
(ii)
 
(RMB
 11,513,120
2,710,883)
                               -
                                                                       
Accumulated investment in Mainland China as of
September 30, 2020
  Investment amounts authorized by Investment Commission, MOEA    Upper limit on investment                                        
                                           
$37,644,965
(USD 1,295,868)
    $61,810,193
(USD 2,127,718)
    $132,456,874                                        
                                                                       
Note 1 :  The methods for engaging in investment in Mainland China include the following: 
               (i) Direct investment in Mainland China.
               (ii) Indirectly investment in Mainland China through companies registered in a third region (Please specify the name of the company in third region).
               (iii) Other methods.
Note 2 :  The investment income (loss) recognized in current period, the investment income (loss) were determined based on the following basis: 
               (i) The financial report was reviewed by an international certified public accounting firm in cooperation with an R.O.C. accounting firm.
               (ii) The financial statements were reviewed by the auditors of the parent company.
               (iii) Others.
Note 3 :  Initial investment amounts denominated in foreign currencies are translated into New Taiwan Dollars using the spot rates at the financial report date. 
Note 4 :  The Company indirectly invested in HEJIAN TECHNOLOGY (SUZHOU) CO., LTD. via investment in BEST ELITE INTERNATIONAL LIMITED, an equity investee.  The investment has been approved by the Investment Commission, MOEA 
               in the total amount of USD 383,569 thousand.  As of September 30, 2020, 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 USD 1,722,349 thousand. As of September 30, 2020, the amount of investment USD 499,993 thousand has not yet been remitted.

 

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ATTACHMENT 12 (Information of major shareholders as of September 30, 2020)          
           
           
UNITED MICROELECTRONICS CORPORATION  
Name   Number of shares   Percentage of ownership
(%)
 
 
 
JPMorgan Chase Bank, N.A. acting in its capacity as depositary and representative to the holders of ADRs   633,479,015   5.18  
           

 

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