EX-99.1 2 exhibit_991.htm EXHIBIT exhibit_991.htm - Generated by SEC Publisher for SEC Filing

 

 

 

UNITED MICROELECTRONICS CORPORATION

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

WITH REPORT OF INDEPENDENT ACCOUNTANTS

FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 2013 AND 2012

 

 

 

 

 

 

 

 

 

 

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

Telephone: 886-3-578-2258

 

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

 

 

1


 

 

 

REVIEW REPORT OF INDEPENDENT ACCOUNTANTS

 

English Translation of a Report Originally Issued in Chinese

 

To United Microelectronics Corporation

 

We have reviewed the accompanying consolidated balance sheets of United Microelectronics Corporation and subsidiaries (the “Company”) as of June 30, 2013, December 31, 2012, June 30, 2012, and January 1, 2012, the related consolidated statements of comprehensive income for the three-month and six-month periods ended June 30, 2013 and 2012, and consolidated statements of changes in equity and cash flows for the six-month periods ended June 30, 2013 and 2012.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to issue the review report based on our reviews.  Certain investments, which were accounted for under the equity method based on the financial statements of the investees, were reviewed by the other independent accountants.  Our review, insofar as it related to the investments accounted for under the equity method balances of NT$4,537 million, NT$4,118 million, NT$4,390 million and NT$4,276 million, which represented 1.50%, 1.46%, 1.46% and 1.52% of the total consolidated assets as of June 30, 2013, December 31, 2012, June 30, 2012 and January 1, 2012, respectively, the related share of investment income from the associates and joint ventures in the amount of NT$(11) million, NT$31 million, NT$6 million and NT$51 million, which represented (0.64)%, 1.08%, 0.06% and 1.24% of the consolidated income from continuing operations before income tax for the three-month and six-month periods ended June 30, 2013 and 2012, respectively, and the related share of other comprehensive income from the associates and joint ventures in the amount of NT$583 million, NT$(364) million, NT$602 million and NT$63 million, which represented 27.92%, (29.07)%, 5.99% and 1.56% of the consolidated total comprehensive income, for the three-month and six-month periods ended June 30, 2013 and 2012, respectively, are based solely on the reports of the other independent accountants.

 

We conducted our reviews in accordance with the Statements of Auditing Standards No. 36, “Review of Financial Statements” of the Republic of China.  A review is limited primarily to applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole.  Accordingly, we do not express such an opinion.

 

Based on our reviews and the reports of the other independent accountants, we are not aware of any material modifications or adjustments that should be made to the consolidated financial statements referred to above in order for them to be in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standards No. 34, “Interim Financial Reporting” and International Financial Reporting Standards No. 1, “First-time Adoption of IFRS” which are recognized by Financial Supervisory Commission of the Republic of China.

 

 

 

 

 

ERNST & YOUNG

CERTIFIED PUBLIC ACCOUNTANTS

 

Taipei, Taiwan

Republic of China

 

August 7, 2013

 

Notice to Readers

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

 
 

2


 
 

 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

June 30, 2013, December 31, 2012, June 30, 2012 and January 1, 2012

(Expressed in Thousands of New Taiwan Dollars)

                     
       

 

As of

Assets

 

Notes

 

 

June 30,
2013

 

 

December 31,
2012

 

 

June 30,
2012

 

 

January 1,
2012

Current assets

                   

Cash and cash equivalents

 

4, 6(1)

 

$

52,863,347

 

$

42,592,725

 

$

48,937,108

 

$

49,070,128

Financial assets at fair value through profit

 

4, 6(2), 12(6)

 

639,199

 

655,994

 

704,388

 

695,931

or loss, current

                   

Available-for-sale financial assets, current

 

4, 6(5), 12(6)

 

2,781,340

 

4,330,880

 

5,383,704

 

5,124,780

Held-to-maturity financial assets, current

 

4

 

-

 

-

 

-

 

13,524

Notes receivable

 

4

 

116,936

 

25,308

 

1,393

 

74,572

Accounts receivable, net

 

4, 6(3)

 

19,240,468

 

16,220,832

 

18,438,011

 

14,390,541

Accounts receivable-related parties, net

 

4, 7

 

21,222

 

81,741

 

235,563

 

130,553

Other receivables

 

4

 

854,168

 

768,991

 

813,198

 

653,542

Current tax assets

 

4

 

54,811

 

77,861

 

89,000

 

84,566

Inventories, net

 

4, 5, 6(4)

 

14,330,246

 

13,023,710

 

13,720,874

 

12,703,706

Prepayments

     

1,983,221

 

1,918,783

 

896,124

 

791,243

Non-current assets held for sale

 

4

 

-

 

313,171

 

340,831

 

583

Other current assets

     

14,572

 

17,135

 

19,127

 

20,331

Total current assets

     

 

92,899,530

 

 

80,027,131

 

 

89,579,321

 

 

83,754,000

                     

Non-current assets

                   

Financial assets at fair value through profit

 

4, 6(2), 12(6)

 

89,539

 

72,706

 

124,815

 

119,711

or loss, noncurrent

                   

Available-for-sale financial assets, noncurrent

 

4, 6(5), 12(6)

 

19,931,665

 

19,975,737

 

24,627,376

 

23,444,547

Financial assets measured at cost, noncurrent

 

4, 6(6)

 

3,695,290

 

3,162,118

 

3,084,577

 

3,053,958

Investments accounted for under the equity method

 

4, 6(7)

 

9,076,276

 

11,769,748

 

11,734,374

 

11,225,174

Property, plant and equipment

 

4, 5, 6(8), 8

 

164,824,668

 

159,943,805

 

161,469,921

 

141,861,562

Intangible assets

 

4, 6(9)

 

4,724,729

 

2,798,159

 

2,873,160

 

1,483,781

Deferred tax assets

 

4, 5, 6(21)

 

2,999,045

 

3,354,582

 

3,738,041

 

3,649,591

Prepayment for equipments

     

434,069

 

343,869

 

1,841,072

 

10,319,826

Deposits-out

 

8

 

1,327,395

 

1,377,327

 

1,509,717

 

1,316,904

Prepayment for investments

     

5,000

 

34,803

 

64,623

 

44,392

Other assets-others

     

3,084,667

 

178,720

 

1,014,625

 

1,044,412

Total non-current assets

     

 

210,192,343

 

 

203,011,574

 

 

212,082,301

 

 

197,563,858

                     

Total assets

     

$

303,091,873

 

$

283,038,705

 

$

301,661,622

 

$

281,317,858

                     

(continued)

 

3


 
 

 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

June 30, 2013, December 31, 2012, June 30, 2012 and January 1, 2012

(Expressed in Thousands of New Taiwan Dollars)

                     
       

 

As of

Liabilities and Equity

 

Notes

 

 

June 30,
2013

 

 

December 31,
2012

 

 

June 30,
2012

 

 

January 1,
2012

Current liabilities

                   

Short-term loans

 

6(10)

 

$

4,591,402

 

$

5,772,615

 

$

6,339,366

 

$

9,411,877

Financial liabilities at fair value through profit or loss, current

 

4, 6(11), 12(6)

 

277,264

 

767,605

 

724,298

 

741,531

Notes and accounts payable

     

7,173,987

 

6,265,920

 

7,756,383

 

5,010,222

Other payables

     

12,379,297

 

10,961,670

 

11,563,433

 

9,771,320

Payables on equipment

     

7,587,887

 

5,382,395

 

9,519,602

 

8,517,694

Dividends payable

     

5,061,310

 

-

 

6,316,435

 

-

Current tax liabilities

 

4, 6(21)

 

683,505

 

1,191,790

 

783,052

 

514,977

Current portion of long-term liabilities

 

4, 6(12), 6(13)

 

18,916,556

 

8,887,006

 

9,167,328

 

8,002,051

Other current liabilities

     

945,095

 

891,511

 

1,051,205

 

870,104

Total current liabilities

     

 

57,616,303

 

 

40,120,512

 

 

53,221,102

 

 

42,839,776

                     

Non-current liabilities

                   

Bonds payable

 

4, 6(12)

 

19,977,568

 

21,932,193

 

22,020,572

 

11,984,404

Long-term loans

 

6(13), 8

 

8,560,011

 

10,222,620

 

10,482,143

 

9,110,982

Deferred tax liabilities

 

4, 5, 6(21)

 

2,319,644

 

1,642,205

 

840,695

 

415,777

Accrued pension liabilities

 

4, 5

 

4,246,906

 

4,239,243

 

3,957,669

 

3,965,752

Deposits-in

     

257,311

 

153,745

 

103,762

 

105,617

Other liabilities-others

     

210,149

 

197,147

 

452,522

 

336,009

Total non-current liabilities

     

 

35,571,589

 

 

38,387,153

 

 

37,857,363

 

 

25,918,541

 

                   

Total liabilities

     

 

93,187,892

 

 

78,507,665

 

 

91,078,465

 

 

68,758,317

                     

Equity attributable to the parent company

                   

Capital 

 

4, 5, 6(15), 6(16)

               

Common stock

     

126,541,173

 

129,518,055

 

129,378,662

 

130,843,416

Capital collected in advance

     

-

 

3,038

 

-

 

1,140

Additional paid-in capital

 

4, 5, 6(12), 6(15), 6(16)

               

Premiums

     

43,030,806

 

44,043,498

 

43,997,848

 

44,499,645

Treasury stock transactions

     

1,189,157

 

2,011,469

 

2,000,824

 

787,465

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

     

263,900  

 

5,445

 

6,472

 

-

or disposing subsidiaries and the carrying amounts of the subsidiaries

                   

Employee stock options

     

376,756

 

353,879

 

371,543

 

580,933

Stock options

     

482,851

 

486,235

 

491,876

 

491,876

Retained earnings

 

6(7), 6(15)

               

Legal reserve

     

5,248,824

 

4,476,570

 

4,476,570

 

3,442,856

Unappropriated earnings

     

22,584,807

 

20,013,666

 

18,232,128

 

21,631,463

Other components of equity

 

4, 6(5)

               

Exchange differences on translation of foreign operations

     

(3,620,423)

 

(5,588,631)

 

(3,323,142)

 

(2,214,959)

Unrealized gain or loss on available-for-sale financial assets

     

11,506,165

 

11,600,066

 

16,084,478

 

14,331,187

Treasury stock

 

4, 6(15)

 

 

(2,365,246)

 

 

(4,963,389)

 

 

(4,963,389)

 

 

(6,223,357)

Total equity attributable to the parent company

     

 

205,238,770

 

 

201,959,901

 

 

206,753,870

 

 

208,171,665

                     

Non-controlling interests

 

6(15)

 

4,665,211

 

2,571,139

 

3,829,287

 

4,387,876

Total equity

     

 

209,903,981

 

 

204,531,040

 

 

210,583,157

 

 

212,559,541

                     

Total liabilities and equity

     

$

303,091,873

 

$

283,038,705

 

$

301,661,622

 

$

281,317,858

                     

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

 

4


 
 

 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three-month and six-month periods ended June 30, 2013 and 2012

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

                   

   

 

For the three-month periods ended June 30,

 

 

For the six-month periods ended June 30,

 

Notes

 

 

2013

 

 

2012

 

 

2013

 

 

2012

Operating revenues

4, 5, 7, 14

               

Sales revenues

   

$

31,115,299

 

$

29,944,461

 

$

57,933,110

 

$

55,573,263

Less: Sales returns and discounts

   

 

(153,183)

 

 

(202,469)

 

 

(159,765)

 

 

(288,431)

Net sales

   

30,962,116

 

29,741,992

 

57,773,345

 

55,284,832

Other operating revenues

   

942,588

 

635,338

 

1,912,775

 

1,361,932

Net operating revenues

   

 

31,904,704

 

 

30,377,330

 

 

59,686,120

 

 

56,646,764

Operating costs

4, 6(4), 6(14),

               
 

6(16), 6(17), 14

               

Cost of goods sold

   

(25,107,493)

 

(23,516,813)

 

(47,880,185)

 

(45,276,681)

Other operating costs

   

(619,901)

 

(521,918)

 

(1,137,118)

 

(1,009,390)

Operating costs

   

 

(25,727,394)

 

 

(24,038,731)

 

 

(49,017,303)

 

 

(46,286,071)

Gross profit

   

6,177,310

 

6,338,599

 

10,668,817

 

10,360,693

Unrealized sales profit

   

-

 

-

 

-

 

(89)

Realized sales profit

   

-

 

149

 

-

 

157

Gross profit-net

   

 

6,177,310

 

 

6,338,748

 

 

10,668,817

 

 

10,360,761

Operating expenses

4, 6(14), 6(16),

               

 

6(17), 14

               

Sales and marketing expenses

   

(800,224)

 

(776,324)

 

(1,562,983)

 

(1,488,338)

General and administrative expenses

   

(966,244)

 

(840,888)

 

(1,984,984)

 

(1,620,457)

Research and development expenses

   

(3,250,245)

 

(2,555,418)

 

(5,646,156)

 

(4,855,214)

Subtotal

   

 

(5,016,713)

 

 

(4,172,630)

 

 

(9,194,123)

 

 

(7,964,009)

Net other operating income and expenses

4, 6(18)

 

 

(11,128)

 

 

4,146

 

 

(31,232)

 

 

38,497

Operating income

   

 

1,149,469

 

 

2,170,264

 

 

1,443,462

 

 

2,435,249

Non-operating income and expenses

                 

Other revenue

4, 6(19)

 

136,524

 

97,653

 

191,388

 

157,560

Other gain and loss

4, 6(19)

 

541,785

 

473,260

 

539,145

 

1,328,707

Financial costs

6(19)

 

(179,632)

 

(106,166)

 

(341,976)

 

(225,693)

Share of profit or loss of associates and joint ventures

4, 6(7), 14

 

129,633

 

68,742

 

311,010

 

327,111

Bargain purchase gain

4, 6(23)

 

13,043

 

-

 

7,153,529

 

-

Exchange gain, net

4

 

-

 

121,579

 

26,311

 

75,797

Exchange loss, net

4

 

 

(10,648)

 

-

 

-

 

-

Subtotal

   

 

630,705

 

 

655,068

 

 

7,879,407

 

 

1,663,482

Income from continuing operations before income tax

   

1,780,174

 

2,825,332

 

9,322,869

 

4,098,731

Income tax expense

4, 6(21), 14

 

 

(42,001)

 

 

(484,691)

 

 

(1,171,002)

 

 

(691,312)

Net income

   

 

1,738,173

 

 

2,340,641

 

 

8,151,867

 

 

3,407,419

Other comprehensive income

6(20)

               

Exchange differences on translation of foreign operations

   

368,503

 

956,987

 

1,790,075

 

(1,035,281)

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

   

(616,743)

 

(1,750,078)

 

(661,321)

 

1,669,733

Share of other comprehensive income of associates and joint ventures

   

589,048

 

(299,444)

 

759,154

 

270

Income tax related to components of other comprehensive income

6(21)

 

9,369

 

3,067

 

4,332

 

5,478

Total other comprehensive income, net of tax

   

 

350,177

 

 

(1,089,468)

 

 

1,892,240

 

 

640,200

                   

Total comprehensive income

   

$

2,088,350

 

$

1,251,173

 

$

10,044,107

 

$

4,047,619

                   

Net income attributable to:

                 

Stockholders of the parent

   

$

1,812,000

 

$

2,651,026

 

$

8,404,705

 

$

3,945,417

Non-controlling interests

   

(73,827)

 

(310,385)

 

(252,838)

 

(537,998)

     

$

1,738,173

 

$

2,340,641

 

$

8,151,867

 

$

3,407,419

                   

Comprehensive income attributable to:

                 

Stockholders of the parent

   

$

2,160,161

 

$

1,561,030

 

$

10,279,012

 

$

4,590,525

Non-controlling interests

   

(71,811)

 

(309,857)

 

(234,905)

 

(542,906)

     

$

2,088,350

 

$

1,251,173

 

$

10,044,107

 

$

4,047,619

                   

Earnings per share (NTD)

4, 6(22)

               

Earnings per share-basic

   

$

0.15

 

$

0.21

 

$

0.67

 

$

0.31

Earnings per share-diluted

   

$

0.14

 

$

0.20

 

$

0.63

 

$

0.30

 

                 

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 CHANGES IN EQUITY

For the six-month periods ended June 30, 2013 and 2012

(Expressed in Thousands of New Taiwan Dollars)

   

Capital

 

Retained Earnings

Exchange Differences on Translation of Foreign Operations

Unrealized Gain or Loss on Available-for-Sale Financial Assets

   

Non-Controlling Interests

 
 

Notes

Common Stock

Collected in Advance

Additional
Paid-in Capital

Legal Reserve

Unappropriated Earnings

Treasury Stock

Total

Total Equity

Balance as of January 1, 2012

6(15)

$

130,843,416

$

1,140

$

46,359,919

$

3,442,856

$

21,631,463

$

(2,214,959)

$

14,331,187

$

(6,223,357)

$

208,171,665

4,387,876

212,559,541

Appropriation and distribution of 2011 retained earnings

6(15)

                     

Legal reserve

 

-

-

-

1,033,714

(1,033,714)

-

-

-

-

-

-

Cash dividends

 

-

-

-

-

(6,316,435)

-

-

-

(6,316,435)

-

(6,316,435)

Net income in the first half of 2012

6(15)

-

-

-

-

3,945,417

-

-

-

3,945,417

(537,998)

3,407,419

Other comprehensive income, net of tax in the first half of 2012

6(15), 6(20)

-

-

-

-

-

(1,108,183)

1,753,291

-

645,108

(4,908)

640,200

Total comprehensive income

 

-

-

-

-

3,945,417

(1,108,183)

1,753,291

-

4,590,525

(542,906)

4,047,619

Share-based payment transaction

4, 5, 6(15), 6(16)

114,590

(1,140)

182,796

-

-

-

-

-

296,246

-

296,246

Treasury stock retired

4, 6(15)

(1,579,344)

-

319,376

-

-

-

-

1,259,968

-

-

-

Changes in share of the associates and joint ventures

 

-

-

3,418

-

3,732

-

-

-

7,150

-

7,150

Acquisition of subsidiaries

4, 6(15)

-

-

3,054

-

1,665

-

-

-

4,719

16,140

20,859

Decrease in non-controlling interests

6(15)

-

-

-

-

-

-

-

-

-

(31,823)

(31,823)

Balance as of June 30, 2012

6(15)

$

129,378,662

$

-

$

46,868,563

$

4,476,570

$

18,232,128

$

(3,323,142)

$

16,084,478

$

(4,963,389)

$

206,753,870

$

3,829,287

$

210,583,157

                         

Balance as of January 1, 2013

6(15)

$

129,518,055

$

3,038

$

46,900,526

$

4,476,570

$

20,013,666

$

(5,588,631)

$

11,600,066

$

(4,963,389)

$

201,959,901

$

2,571,139

$

204,531,040

Appropriation and distribution of 2012 retained earnings

6(15)

                     

Legal reserve

 

-

-

-

772,254

(772,254)

-

-

-

-

-

-

Cash dividends

 

-

-

-

-

(5,061,310)

-

-

-

(5,061,310)

-

(5,061,310)

Net income in the first half of 2013

6(15)

-

-

-

-

8,404,705

-

-

-

8,404,705

(252,838)

8,151,867

Other comprehensive income, net of tax in the first half of 2013

6(15), 6(20)

-

-

-

-

-

1,968,208

(93,901)

-

1,874,307

17,933

1,892,240

Total comprehensive income

 

  

-

 

-

 

-

 

-

 

8,404,705

  

1,968,208

 

(93,901)

 

-

 

10,279,012

 

(234,905)

 

10,044,107

Share-based payment transaction

4, 5, 6(15), 6(16)

23,118

(3,038)

30,306

-

-

-

-

-

50,386

-

50,386

Convertible bonds repurchased

4, 6(12)

-

-

(2,922)

-

-

-

-

-

(2,922)

-

(2,922)

Treasury stock acquired

4, 6(15)

-

-

-

-

-

-

-

(2,245,445)

(2,245,445)

-

(2,245,445)

Treasury stock retired

4, 6(15)

(3,000,000)

-

(1,843,588)

-

-

-

-

4,843,588

-

-

-

Changes in share of the associates and joint ventures

 

-

-

9,309

-

-

-

-

-

9,309

-

9,309

Acquisition of subsidiaries

4, 6(15)

-

-

248,365

-

-

-

-

-

248,365

(533,904)

(285,539)

Increase in non-controlling interests

6(15)

-

-

-

-

-

-

-

-

-

2,862,881

2,862,881

Other 

 

-

-

1,474

-

-

-

-

-

1,474

-

1,474

Balance as of June 30, 2013

6(15)

$

126,541,173

$

-

$

45,343,470

$

5,248,824

$

22,584,807

$

(3,620,423)

$

11,506,165

$

(2,365,246)

$

205,238,770

$

4,665,211

$

209,903,981

                     

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 CASH FLOWS

For the six-month periods ended June 30, 2013 and 2012

(Expressed in Thousands of New Taiwan Dollars)

         
   

For the six-month periods ended June 30,

   

2013

 

2012

Cash flows from operating activities:

       

Net income before tax

 

$

9,322,869

 

$

4,098,731

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

       

Depreciation 

 

18,916,012

 

16,861,858

Amortization

 

452,581

 

317,544

Bad debt expenses (reversal)

 

(21,627)

 

131,620

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

 

2,087

 

(29,368)

Interest expense

 

292,446

 

197,935

Interest revenue

 

(127,180)

 

(118,003)

Dividend revenue

 

(64,208)

 

(39,557)

Share-based payment

 

29,043

 

173,819

Share of profit of associates and joint ventures

 

(311,010)

 

(327,111)

Gain on disposal of property, plant and equipment

 

(5,343)

 

(2,694)

Gain on disposal of investments

 

(704,135)

 

(1,223,819)

Impairment loss on financial assets

 

386,191

 

152,089

Impairment loss on non-financial assets

 

-

 

9,881

Gain on reacquisition of bonds

 

(39,949)

 

-

Exchange loss (gain) on financial assets and liabilities

 

248,930

 

(58,248)

Exchange loss (gain) on long-term liabilities

 

206,615

 

(68,823)

Bargain purchase gain

 

(7,153,529)

 

-

Amortization of deferred income

 

 

(26,916)

 

 

(46,763)

Income and expense adjustments

 

12,080,008

 

15,930,360

Changes in operating assets and liabilities:

       

Financial assets at fair value through profit or loss

 

460

 

-

Notes receivable and accounts receivable

 

(1,730,802)

 

(4,300,455)

Other receivables

 

258,357

 

(26,070)

Inventories

 

(434,064)

 

(1,091,596)

Prepayments

 

135,401

 

(119,188)

Other current assets

 

1,035

 

698

Notes and accounts payable

 

585,539

 

2,783,844

Other payables

 

406,824

 

1,553,904

Other current liabilities

 

(344,531)

 

162,528

Accrued pension liabilities

 

7,663

 

563

Other liabilities-others

 

 

16,356

 

 

155,679

Cash generated from operations

 

20,305,115

 

19,148,998

Interest received

 

114,926

 

113,741

Dividend received

 

64,208

 

39,557

Interest paid

 

(310,566)

 

(179,179)

Income tax paid

 

 

(751,502)

 

 

(81,501)

Net cash provided by operating activities

 

 

19,422,181

 

 

19,041,616

         

(continued)

 

7


 
 

 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six-month periods ended June 30, 2013 and 2012

(Expressed in Thousands of New Taiwan Dollars)

         
   

For the six-month periods ended June 30,

   

2013

 

2012

Cash flows from investing activities:

       

Acquisition of financial assets at fair value through profit or loss

 

$

(50,000)

 

$

-

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

 

39,634

 

-

Acquisition of available-for-sale financial assets

 

(70,684)

 

(565,683)

Proceeds from disposal of available-for-sale financial assets

 

781,079

 

1,529,953

Proceeds from maturity of held-to-maturity financial assets

 

-

 

13,524

Acquisition of financial assets measured at cost

 

(523,067)

 

(188,976)

Proceeds from disposal of financial assets measured at cost

 

84,059

 

510,286

Acquisition of investments accounted for under the equity method

 

(613)

 

(247,210)

Proceeds from disposal of investments accounted for under the equity method

 

-

 

90

Increase in prepayment for investments

 

(5,000)

 

(67,274)

Decrease in prepayment for investments

 

34,803

 

-

Proceeds from capital reduction and liquidation of investments

 

244,446

 

40,898

Acquisition of subsidiaries (net of cash acquired)

 

2,641,314

 

-

Net cash paid for disposal of subsidiaries

 

-

 

(12,711)

Acquisition of non-current assets held for sale

 

-

 

(313,171)

Acquisition of property, plant and equipment

 

(15,145,807)

 

(27,728,281)

Proceeds from disposal of property, plant and equipment

 

324,710

 

13,506

Increase in deposits-out

 

(107,617)

 

(662,040)

Decrease in deposits-out

 

164,137

 

466,879

Other receivables

 

-

 

(63,546)

Acquisition of intangible assets

 

(1,394,846)

 

(1,132,248)

Increase in other assets-others

 

(74,158)

 

(38,220)

Decrease in other assets-others

 

 

1,736

 

 

7,898

Net cash used in investing activities

 

 

(13,055,874)

 

 

(28,436,326)

Cash flows from financing activities:

       

Increase in short-term loans

 

6,943,820

 

7,121,128

Decrease in short-term loans

 

(8,228,164)

 

(10,125,638)

Proceeds from bonds issued

 

10,000,000

 

10,000,000

Bonds issuance costs

 

(12,010)

 

(8,810)

Redemption of bonds

 

(85,233)

 

-

Proceeds from long-term loans

 

1,650,337

 

10,313,558

Repayments of long-term loans

 

(4,499,569)

 

(7,822,872)

Increase in deposits-in

 

82,914

 

2,530

Decrease in deposits-in

 

(11,116)

 

(3,199)

Exercise of employee stock options

 

20,883

 

117,988

Treasury stock acquired

 

(2,245,445)

 

-

Proceeds from disposal of treasury stock

 

-

 

3,624

Acquisition of subsidiaries

 

(284,567)

 

-

Change in non-controlling interests

 

 

(1,689)

 

 

14,931

Net cash provided by financing activities

 

 

3,330,161

 

 

9,613,240

Effect of exchange rate changes on cash and cash equivalents

 

 

574,154

 

 

(351,550)

Net increase (decrease) in cash and cash equivalents

 

10,270,622

 

(133,020)

Cash and cash equivalents at beginning of period

 

 

42,592,725

 

 

49,070,128

Cash and cash equivalents at end of period

 

$

52,863,347

 

$

48,937,108

         

Investing activities partially paid by cash:

       

Cash paid for acquiring property, plant and equipment

       

Increase in property, plant and equipment

 

$

17,261,707

 

$

28,730,189

Add: Effect of acquisition of subsidiaries

 

89,592

 

-

Add: Payable at beginning of period

 

5,382,395

 

8,517,694

Less: Payable at end of period

 

 

(7,587,887)

 

 

(9,519,602)

Cash paid

 

$

15,145,807

 

$

27,728,281

         

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

 

8


 

 

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the Six-Month Periods Ended June 30, 2013 and 2012

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

 

 

1.    HISTORY AND ORGANIZATION

 

United Microelectronics Corporation (UMC) was incorporated in R.O.C. in May 1980 and commenced operations in April 1982.  UMC is a full service semiconductor wafer foundry, and provides a variety of services to satisfy customer needs.  UMC’s ordinary shares were publicly listed on the Taiwan Stock Exchange (TSE) in July 1985 and its American Depositary Shares (ADSs) were listed on the New York Stock Exchange (NYSE) in September 2000

 

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

 

The consolidated financial statements of the Company (the Company are hereinafter referred to as “the Company”) for the six-month periods ended June 30, 2013 and 2012 were authorized for issue in accordance with a resolution of the Board of Directors’ meeting on August 7, 2013.

 

3.    NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS

 

(1)    Standards or interpretations issued, revised or amended, which are recognized by Financial Supervisory Commission (FSC), but not yet adopted by the Company  at the date of issuance of the Company’s financial statements, are listed below:

 

International Financial Reporting Standard 9, “Financial Instruments” (IFRS 9)

IFRS 9 which is divided in three distinct phases is designed by the International  Accounting Standards Board (IASB) to eventually replace International  Accounting Standard 39 “Financial Instruments: Recognition and Measurement” (IAS 39) in its entirety.  The first phase relates to the classification and measurement of financial assets and liabilities that must be applied for annual periods beginning on or after January 1, 2015.  The IASB works on the remaining phases relate to impairment methodology and hedge accounting.  However companies adopting IFRSs, IASs, and Interpretations developed by the International Financial Reporting Interpretations Committee (IFRIC) or the former Standing Interpretations Committee (SIC) as recognized by the FSC (collectively referred to as “TIFRS”) may not early adopt IFRS 9.  Adopting the first phase of IFRS 9 will have an impact on the classification and measurement of financial assets, but will not have an impact on classification and measurements of financial liabilities.  The impact of adopting the remaining two phases of IFRS 9 on the Company could not be determined at this stage.

 

                                                                      

9


 

 

 

(2)    Standards issued by IASB but not yet recognized by FSC

 

 

 

 

 

No.

 

The projects of Standards or Interpretations

 

Effective for annual periods beginning on or after

IFRS 1

 

First-time Adoption of International Financial Reporting Standards - Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters

 

July 1, 2010

 

 

Improvements to International Financial Reporting Standards (issued in 2010)

 

January 1, 2011

IFRS 1

 

First-time Adoption of International Financial Reporting Standards

 

January 1, 2011

IFRS 3

 

Business Combinations

 

January 1, 2011

IFRS 7

 

Financial Instruments: Disclosures

 

January 1, 2011

IAS 1

 

Presentation of Financial Statements

 

January 1, 2011

IAS 34

 

Interim Financial Reporting

 

January 1, 2011

IFRIC 13

 

Customer Loyalty Programmes

 

January 1, 2011

IFRS 7

 

Financial Instruments: Disclosures- Transfers of Financial Assets

 

July 1, 2011

IFRS 1

 

First-time Adoption of International Financial Reporting Standards - Severe Hyperinflation and Removal of Fixed Dates for First-time Adopter

 

July 1, 2011

IAS 12

 

Deferred Taxes: Recovery of Underlying Assets

 

January 1, 2012

IFRS 10

 

Consolidated Financial Statements

 

January 1, 2013

IFRS 11

 

Joint Arrangements

 

January 1, 2013

IFRS 12

 

Disclosures of Interests in Other Entities

 

January 1, 2013

IAS 27

 

Separate Financial Statements

 

January 1, 2013

IAS 28

 

Investments in Associates and Joint Ventures

 

January 1, 2013

IFRS 13

 

Fair Value Measurement

 

January 1, 2013

IAS 19

 

Employee Benefits

 

January 1, 2013

IAS 1

 

Presentation of Items of Other Comprehensive Income

 

July 1, 2012

IFRIC 20

 

Stripping Costs in the Production Phase of a Surface Mine

 

January 1, 2013

IFRS 7

 

Disclosures - Offsetting Financial Assets and Financial Liabilities

 

January 1, 2013

 

 

10


 

 

 

 

 

 

No.

 

The projects of Standards or Interpretations

 

Effective for annual periods beginning on or after

IFRS 1

 

Government Loans

 

January 1, 2013

 

 

Improvements to International Financial Reporting Standards (2009-2011 cycle):

 

January 1, 2013

IFRS 1

 

First-time Adoption of International Financial Reporting Standards

 

January 1, 2013

IAS 1

 

Presentation of Financial Statements

 

January 1, 2013

IAS 16

 

Property, Plant and Equipment

 

January 1, 2013

IAS 32 

 

Financial Instruments: Presentation

 

January 1, 2013

IAS 34

 

Interim Financial Reporting

 

January 1, 2013

IAS 32 

 

Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities

 

January 1, 2014

IFRS 10, 12 & IAS 27

 

Investment Entities

 

January 1, 2014

IAS 36 

 

Impairment of Assets

 

January 1, 2014

IFRIC 21

 

Levies

 

January 1, 2014

IAS 39

 

Novation of derivatives and continuation of hedge accounting

 

January 1, 2014

 

 

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

 

IAS 34 “Interim Financial Reporting”

The amendment clarifies that if a user of an entity's interim financial report have access to the most recent annual financial report of that entity, it is unnecessary for the notes to an interim financial report to provide relatively insignificant updates to the information that was reported in the notes in the most recent annual financial report.  Furthermore the amendment requires additional disclosures of financial instruments and contingent liabilities/assets.  The amendment is effective for annual periods beginning on or after January 1, 2011.

 

IFRS 7 “Financial Instruments: Disclosures”

The amendment emphasizes the interaction between quantitative and qualitative disclosures  and the nature and extent of risks associated with financial instruments so that users of financial statements will have a better understanding.  The amendment became effective for annual periods beginning on or after January 1, 2011.

 

 

11


 

 

IFRS 7 “Financial Instruments: Disclosures” (Amendment)

The amendment requires additional quantitative and qualitative disclosures relating to transfers of financial assets, when financial assets are derecognised in their entirety, but the entity has a continuing involvement in them, or financial assets are not derecognised in their entirety.  The amendment is effective for annual periods beginning on or after July 1, 2011.

 

IFRS 10 “Consolidated Financial Statements”

IFRS 10 replaces the portion of IAS 27 that addresses the accounting for consolidated financial statements and SIC-12.  The changes introduced by TIFRS 10 primarily relate to the elimination of the perceived inconsistency between IAS 27 and SIC-12 by introducing a new integrated control model.  That is, IFRS 10 primarily relates to whether to consolidate another entity, but does not change how an entity is consolidated.  The standard is effective for annual periods beginning on or after January 1, 2013.

 

IFRS 11 “Joint Arrangements”

IFRS 11 replaces IAS 31 and SIC-13.  The changes introduced by IFRS 11 primarily relate to increase comparability within IFRSs by removing the choice for jointly controlled entities to use proportionate consolidation, so that the structure of the arrangement is no longer the most important factor when determining the classification as a joint operation or a joint venture, which then determines the accounting.  The standard is effective for annual periods beginning on or after January 1, 2013.

 

IFRS 12 “Disclosures of Interests in Other Entities”

IFRS 12 primarily integrates and makes consistent the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities and present those requirements in a single IFRS.  The standard is effective for annual periods beginning on or after January 1, 2013.

 

IFRS 13“Fair Value Measurement”

IFRS 13 primarily relates to defining fair value, setting out in a single IFRS a framework for measuring fair value and requiring disclosures about fair value measurements to reduce complexity and improve consistency in application when measuring fair value.  However, IFRS 13 does not change existing requirements in other IFRSs as to when the fair value measurement or related disclosure is required.  The standard is effective for annual periods beginning on or after January 1, 2013.

 

 

12


 

 

 

IAS 19 “Employee Benefits” (Revised)

The revision includes: (1)For defined benefit plans, the ability to defer recognition of actuarial gains and losses (i.e., the corridor approach) has been removed.  Actuarial gains and losses are now recognized in Other Comprehensive Income as they occur.  (2)Amounts recorded in profit or loss are limited to current and past service costs, gains or losses on settlements, and net interest income (expense).  (3)New disclosures include quantitative information about the sensitivity of the defined benefit obligation to a reasonably possible change in each significant actuarial assumption.  (4)Termination benefits will be recognized at the earlier of when the offer of termination cannot be withdrawn, or when the related restructuring costs are recognised under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.  The revised standard is effective for annual periods beginning on or after January 1, 2013.

 

IAS 1 “Presentation of Financial Statements”

The amendment clarifies that an entity will present an analysis of other comprehensive income for each component of equity, either in the statement of changes in equity or in the notes to the financial statements.  The amendment became effective for annual periods beginning on or after January 1, 2011.

 

Presentation of Items of Other Comprehensive Income (Amend IAS 1 “Presentation of Financial Statements”)

The amendments to IAS 1 change the grouping of items presented in Other Comprehensive Income.  Items that would be reclassified (or recycled) to profit or loss at a future point in time would be presented separately from items that will never be reclassified.  The amendment is effective for annual periods beginning on or after July 1, 2012.

 

IAS 34 “Interim Financial Reporting”

The amendment clarifies the requirements in IAS 34 relating to segment information for total assets and liabilities for each reportable segment to enhance consistency with the requirements in IFRS 8 Operating Segments.  Besides, total assets and liabilities for a particular reportable segment need to be disclosed only when the amounts are regularly provided to the chief operating decision maker and there has been a material change in the total amount disclosed in the entity’s previous annual financial statements for that reportable segment.  The amendment is effective for annual periods beginning on or after January 1, 2013.

 

 

13


 

 

 

IFRS 10 “Consolidated Financial Statements” (Amendment)

The Investment Entities amendments provide an exception to the consolidation requirements in IFRS 10 and require investment entities to account for particular subsidiaries at fair value through profit or loss, rather than consolidate them.  The amendments also set out disclosure requirements for investment entities.  The amendment is effective for annual periods beginning on or after January 1, 2014.

 

IAS 36 “Impairment of Assets” (Amendment)

This amendment relates to the amendment issued in May 2011 and requires entities to disclose the recoverable amount of an asset (including goodwill) or a cash-generating unit when an impairment loss has been recognized or reversed during the period.  The amendment also requires detailed disclosure of how the fair value less costs of disposal has been measured when an impairment loss has been recognized or reversed, including valuation techniques used, level of fair value hierarchy of assets and key assumptions used in measurement.  The amendment is effective for annual periods beginning on or after January 1, 2014.

 

IFRIC 21 “Levies”

This interpretation provides guidance on when to recognize a liability for a levy imposed by a government (both for levies that are accounted for in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and those where the timing and amount of the levy is certain).  The interpretation is effective for annual periods beginning on or after January 1, 2014.

 

IAS 39 “Financial Instruments: Recognition and Measurement” (Amendment) - Novation of derivatives and continuation of hedge accounting

Under the amendment, there would be no need to discontinue hedge accounting if a hedging derivative was novated, provided certain criteria are met.  The interpretation is effective for annual periods beginning on or after January 1, 2014.

 

The abovementioned standards and interpretations issued by IASB have not yet recognized by FSC at the date of issuance of the Company’s financial statements, the local effective dates are to be determined by FSC.  As the Company is still currently determining the potential impact of the standards and interpretations, it is not practicable to estimate their impact on the Company at this point in time.

 

 

14


 

 

 

4.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(1)    Statement of Compliance

The Company’s financial statements as of and for the six-month periods ended June 30, 2013 and 2012 were prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers (Regulations), IFRSs, IASs, IFRIC and SIC, which are recognized by FSC, and IAS 34 and TIFRS 1.

 

(2)    Basis of Preparation

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

 

(3)    General Description of Reporting Entities

a.   Principles of consolidation

Subsidiaries are fully consolidated from the date of acquisition (the date on which the Company obtains control), and continue to be consolidated until the date that such control ceases.  The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.  All intra-group balances, transactions, and unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.

 

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

 

b.   The consolidated entities are as follows:

 

As of June 30, 2013 and December 31, 2012

 

 

 

 

 

 

 

Percentage of ownership (%)

 

 

 

 

 

 

As of

Investor

 

Subsidiary

 

Business nature

 

June 30, 2013

 

December 31, 2012

UMC

 

UMC GROUP (USA) (UMC-USA)

 

IC Sales

 

100.00

 

100.00

UMC

 

UNITED MICROELECTRONICS (EUROPE) B.V. (UME BV)

 

Marketing support activities

 

100.00

 

100.00

UMC

 

UMC CAPITAL CORP.

 

Investment holding

 

100.00

 

100.00

 

 

15


 

 

 

 

 

 

 

 

 

 

Percentage of ownership (%)

 

 

 

 

 

 

As of

Investor

 

Subsidiary

 

Business nature

 

June 30, 2013

 

December 31, 2012

UMC

 

GREEN EARTH LIMITED

 

Investment holding

 

100.00

 

100.00

UMC

 

TLC CAPITAL CO., LTD. (TLC)

 

New business investment

 

100.00

 

100.00

UMC

 

UMC NEW BUSINESS INVESTMENT CORP. (NBI)

 

Investment holding

 

100.00

 

100.00

UMC

 

UMC INVESTMENT (SAMOA) LIMITED

 

Investment holding

 

100.00

 

100.00

UMC

 

FORTUNE VENTURE CAPITAL CORP. (FORTUNE)

 

Consulting and planning for investment in new business

 

100.00

 

 

100.00

 

UMC

 

UMC JAPAN (UMCJ)

 

Sales and manufacturing of integrated circuits

 

100.00

 

100.00

 

UMC

 

UMC GROUP JAPAN

 

IC Sales

 

100.00

 

-

UMC

 

UMC KOREA CO., LTD.

 

Marketing support activities

 

100.00

 

-

UMC

 

BEST ELITE INTERNATIONAL LIMITED (BE)

 

Investment holding

 

86.88

 

-

UMC

 

WAVETEK MICROELECTRONICS CORPORATION (WAVETEK)

 

GaAs Foundry service

 

74.69

 

-

UMC

 

NEXPOWER TECHNOLOGY CORP. (NEXPOWER)

 

Sales and manufacturing of solar power batteries

 

44.16

 

44.16

FORTUNE

 

UNITRUTH INVESTMENT CORP. (UNITRUTH)

 

Investment holding

 

100.00

 

100.00

FORTUNE

 

TOPCELL SOLAR INTERNATIONAL CO., LTD. (TOPCELL)

 

Sales and manufacturing of solar power cell

 

26.04

 

8.79

FORTUNE

 

ALLIANCE OPTOTEK CORP. (ALLIANCE)

 

Design and manufacturing of LED

 

21.77

 

-

FORTUNE

 

NEXPOWER

 

Sales and manufacturing of solar power batteries

 

5.05

 

5.05

UNITRUTH

 

ALLIANCE

 

Design and manufacturing of LED

 

6.86

 

-

UNITRUTH

 

NEXPOWER

 

Sales and manufacturing of solar power batteries

 

2.25

 

2.25

UNITRUTH

 

TOPCELL

 

Sales and manufacturing of solar power cell

 

1.03

 

3.80

 

 

16


 

 

 

 

 

 

 

 

 

Percentage of ownership (%)

 

 

 

 

 

 

As of

Investor

 

Subsidiary

 

Business nature

 

June 30, 2013

 

December 31, 2012

UMC CAPITAL CORP.

 

UMC CAPITAL (USA)

 

Investment holding

 

100.00

 

100.00

UMC CAPITAL CORP.

 

ECP VITA PTE. LTD.

 

Insurance

 

100.00

 

100.00

TLC

 

SOARING CAPITAL CORP.

 

Investment holding

 

100.00

 

100.00

TLC

 

ALLIANCE

 

Design and manufacturing of LED

 

45.88

 

-

TLC

 

NEXPOWER

 

Sales and manufacturing of solar power batteries

 

5.87

 

5.87

TLC

 

TOPCELL

 

Sales and manufacturing of solar power cell

 

2.37

 

8.79

SOARING CAPITAL CORP.

 

UNITRUTH ADVISOR (SHANGHAI) CO., LTD.

 

Investment holding and advisory

 

100.00

 

100.00

UMC INVESTMENT (SAMOA) LIMITED

 

UMC (BEIJING) LIMITED

 

Marketing support activities

 

100.00

 

100.00

NBI

 

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

 

Energy Technical Services

 

100.00

 

100.00

NBI

 

EVERRICH ENERGY CORP. (EVERRICH)

 

Solar engineering integrated design services

 

89.28

 

89.38

NBI

 

UNISTARS CORP. (UNISTARS)

 

High brightness LED packages

 

72.04

 

72.04

NBI

 

TOPCELL

 

Sales and manufacturing of solar power cell

 

62.38

 

48.53

NBI

 

WAVETEK

 

GaAs Foundry service

 

-

 

74.69

EVERRICH

 

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

 

Investment holding

 

100.00

 

100.00

EVERRICH

 

SMART ENERGY ENTERPRISES LIMITED (SMART ENERGY)

 

Investment holding

 

100.00

 

100.00

EVERRICH-HK

 

EVERRICH (SHANDONG) ENERGY CO., LTD.

 

Solar engineering integrated design services

 

100.00

 

100.00

 

 

17


 

 

 

 

 

 

 

 

Percentage of ownership (%)

 

 

 

 

 

 

As of

Investor

 

Subsidiary

 

Business nature

 

June 30, 2013

 

December 31, 2012

SMART ENERGY

 

SMART ENERGY SHANDONG CORPORATION

 

Solar engineering integrated design services

 

100.00

 

100.00

TERA ENERGY

 

TERA ENERGY USA INC.

 

Solar project

 

100.00

 

100.00

WAVETEK

 

WAVETEK MICROELECTRONICS INVESTMENT (HK) LIMITED

 

Investment holding

 

100.00

 

100.00

NEXPOWER

 

NPT HOLDING LIMITED

 

Investment holding

 

100.00

 

100.00

NEXPOWER

 

SOCIALNEX ITALIA 1 S.R.L.

 

Photovoltaic power plant

 

100.00

 

100.00

NPT HOLDING LIMITED

 

NLL HOLDING LIMITED

 

Investment holding

 

100.00

 

100.00

BE

 

INFOSHINE TECHNOLOGY LIMITED (INFOSHINE)

 

Investment holding

 

100.00

 

-

INFOSHINE

 

OAKWOOD ASSOCIATES LIMITED

(OAKWOOD)

 

Investment holding

 

100.00

 

-

OAKWOOD

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

Integrated circuit manufacturing

 

100.00

 

-

ALLIANCE

 

LIGHT HOUSE GLOBAL INCORP. (LIGHT HOUSE)

 

Investment holding

 

100.00

 

-

LIGHT HOUSE

 

ALLIANCE OPTOTEK DONGGUAN CO., LTD.

 

LED lighting manufacturing and sale

 

100.00

 

-

 

 

As of June 30, 2012 and January 1, 2012

 

 

 

 

 

 

 

Percentage of ownership (%)

 

 

 

 

 

 

As of

Investor

 

Subsidiary

 

Business nature

 

June 30, 2012

 

January 1, 2012

UMC

 

UMC-USA

 

IC Sales

 

100.00

 

100.00

UMC

 

UME BV

 

Marketing support activities

 

100.00

 

100.00

UMC

 

UMC CAPITAL CORP.

 

Investment holding

 

100.00

 

100.00

UMC

 

GREEN EARTH LIMITED

 

Investment holding

 

100.00

 

100.00

UMC

 

TLC

 

New business investment

 

100.00

 

100.00

 

 

18


 

 

 

 

 

 

 

 

 

 

Percentage of ownership (%)

 

 

 

 

 

 

As of

Investor

 

Subsidiary

 

Business nature

 

June 30, 2012

 

January 1, 2012

UMC

 

NBI

 

Investment holding

 

100.00

 

100.00

UMC

 

UMC INVESTMENT (SAMOA) LIMITED

 

Investment holding

 

100.00

 

100.00

UMC

 

FORTUNE

 

Consulting and planning for investment in new business

 

100.00

 

100.00

UMC

 

UMCJ

 

Sales and manufacturing of integrated circuits

 

100.00

 

100.00

UMC

 

NEXPOWER

 

Sales and manufacturing of solar power batteries

 

44.16

 

44.16

FORTUNE

 

UNITRUTH

 

Investment holding

 

100.00

 

100.00

FORTUNE

 

TOPCELL

 

Sales and manufacturing of solar power cell

 

8.79

 

8.81

FORTUNE

 

NEXPOWER

 

Sales and manufacturing of solar power batteries

 

5.05

 

5.05

UNITRUTH

 

TOPCELL

 

Sales and manufacturing of solar power cell

 

3.80

 

3.81

UNITRUTH

 

NEXPOWER

 

Sales and manufacturing of solar power batteries

 

2.25

 

2.25

UMC CAPITAL CORP.

 

UMC CAPITAL (USA)

 

Investment holding

 

100.00

 

100.00

UMC CAPITAL CORP.

 

ECP VITA LTD.

 

Insurance

 

100.00

 

100.00

UMC CAPITAL CORP.

 

ECP VITA PTE. LTD.

 

Insurance

 

100.00

 

-

TLC

 

SOARING CAPITAL CORP.

 

Investment holding

 

100.00

 

100.00

TLC

 

TOPCELL

 

Sales and manufacturing of solar power cell

 

8.79

 

8.81

 

 

 

 

 

 

 

 

 

TLC

 

NEXPOWER

 

Sales and manufacturing of solar power batteries

 

5.87

 

5.87

 

SOARING CAPITAL CORP.

 

UNITRUTH ADVISOR (SHANGHAI) CO., LTD.

 

Investment holding and advisory

 

100.00

 

100.00

UMC INVESTMENT (SAMOA) LIMITED

 

UMC (BEIJING) LIMITED

 

Marketing support activities

 

100.00

 

-

 

 

19


 

 

 

 

 

 

 

 

 

Percentage of ownership (%)

 

 

 

 

 

 

As of

Investor

 

Subsidiary

 

Business nature

 

June 30, 2012

 

January 1, 2012

NBI

 

GREEN FIELD (SAMOA) LIMITED

 

Investment holding

 

100.00

 

100.00

NBI

 

TERA ENERGY

 

Energy Technical Services

 

100.00

 

100.00

NBI

 

EVERRICH

 

Solar engineering integrated design services

 

90.57

 

90.61

NBI

 

UNISTARS

 

High brightness LED packages

 

72.83

 

72.83

NBI

 

WAVETEK

 

GaAs Foundry service

 

72.16

 

72.16

NBI

 

TOPCELL

 

Sales and manufacturing of solar power cell

 

48.54

 

48.66

NBI

 

UNITED LIGHTING OPTO-ELECTRONIC INC. (UNITED LIGHTING)

 

LED lighting manufacturing and sale

 

-

 

55.25

UNITED LIGHTING

 

UNITED LIGHTING OPTO-ELECTRONIC INVESTMENT (HK) LIMITED

 

Investment holding

 

-

 

100.00

UNITED LIGHTING

 

POWER LIGHT INVESTMENTS LIMITED (POWER LIGHT (SAMOA))

 

Investment holding

 

-

 

100.00

POWER LIGHT (SAMOA)

 

BAO LIN (SHANDONG) GUANG DIAN KE JI YOU XIAN GONGSI

 

Sales and manufacturing of LED lighting

 

-

 

100.00

WAVETEK

 

WAVETEK MICROELECTRONICS INVESTMENT (HK) LIMITED

 

Investment holding

 

100.00

 

100.00

EVERRICH

 

EVERRICH-HK

 

Investment holding

 

100.00

 

100.00

EVERRICH

 

SMART ENERGY

 

Investment holding

 

100.00

 

100.00

EVERRICH-HK

 

EVERRICH (SHANDONG) ENERGY CO., LTD.

 

Solar engineering integrated design services

 

100.00

 

100.00

SMART ENERGY

 

SMART ENERGY SHANDONG CORPORATION

 

Solar engineering integrated design services

 

100.00

 

100.00

TERA ENERGY

 

TERA ENERGY USA INC.

 

Solar project

 

100.00

 

-

 

 

20


 

 

 

 

 

 

 

 

Percentage of ownership (%)

 

 

 

 

 

 

As of

Investor

 

Subsidiary

 

Business nature

 

June 30, 2012

 

January 1, 2012

GREEN FIELD (SAMOA) LIMITED

 

NEW BUSINESS REALTY (SAMOA) LIMITED

 

Investment holding

 

100.00

 

100.00

NEXPOWER

 

NEWENERGY HOLDING LIMITED

 

Investment holding

 

100.00

 

100.00

NEXPOWER

 

NPT HOLDING LIMITED

 

Investment holding

 

100.00

 

100.00

NEWENERGY HOLDING LIMITED

 

FUTUREPOWER HOLDING LIMITED

 

Investment holding

 

100.00

 

100.00

FUTUREPOWER HOLDING LIMITED

 

NEXPOWER (SHANDONG) ENERGY CO., LTD.

 

Sales and manufacturing of photovoltaic batteries and photovoltaic modules

 

100.00

 

100.00

NPT HOLDING LIMITED

 

NLL HOLDING LIMITED

 

Investment holding

 

100.00

 

100.00

 

 

(4)    Business Combinations and Goodwill

 

Business combination are accounted for using the acquisition method.  The consideration transferred, the identifiable assets acquired and liabilities assumed are measured at acquisition date fair value.  For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.  Acquisition-related costs are accounted for as expenses in the periods in which the costs are incurred and are classified under administrative expenses.

 

When the Company acquires a business, it assesses the assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.  This includes the separation of embedded derivatives in host contracts by the acquiree.

 

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value as at the acquisition date through profit or loss.

 

 

21


 

 

 

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date.  Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognized in accordance with IAS 39, either in profit or loss or as a change to other comprehensive income.  If the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.

 

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed.  If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the difference is recognised in gain on bargain purchase.

 

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.  Each unit or groups of units to which the goodwill is so allocated represents the lowest level within the Company at which the goodwill is monitored for internal management purpose and not be larger than an operating segment before aggregation.

 

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation.  Goodwill disposed of in these circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.

 

(5)    Foreign Currency Transactions

 

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

 

Transactions in foreign currencies are initially recorded by the Company’s entities at their respective functional currency rates prevailing at the transaction date.  Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rate of exchange ruling at the reporting date.  Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.  Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.

 

 

22


 

 

 

All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:

 

a.   Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.

 

b.   Foreign  currency items within the scope of IAS 39 are accounted for based on the accounting policy for financial instruments.

 

c.   Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.

 

When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange  component of that gain or loss is recognized in other comprehensive income.  When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.

 

(6)    Translation of Foreign Currency Financial Statements

 

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

 

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

 

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

 

 

23


 

 

 

(7)    Current and Non-current Distinction

 

An asset is classified as current when:

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

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

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

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

 

All other assets are classified as non-current.

 

A liability is classified as a current when:

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

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

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

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

 

All other liabilities are classified as non-current.

 

(8)    Cash Equivalents

 

Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and with maturity dates that do not present significant risks on changes in value resulting from changes in interest rates, including commercial paper with original maturities of three months or less and re-purchase agreements.

 

Time deposits with maturity of three months or more which meets the criteria described above and are held for the purpose of meeting short-term cash commitments shall be classified as cash equivalents.

 

(9)    Financial Instruments

 

Financial assets  and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.

 

 

24


 

 

 

The Company determines the classification of its financial assets at initial recognition.  In accordance with IAS 39 and the Regulations financial assets of the Company are classified as financial assets at fair value through profit or loss, available-for-sale financial assets, held-to-maturity financial assets and notes, accounts and other receivables.  

 

Purchase or sale of financial assets and liabilities are recognized using trade date accounting.  All financial assets are recognized initially at fair value plus, in the case of investment not at fair value through profit or loss, directly attributable costs.

 

Financial Assets

 

a.   Classification and subsequent measurement

 

i.    Financial assets at fair value through profit or loss

 

Financial assets at fair value through profit or loss are comprised of financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss.

 

Financial assets acquired for the purpose of selling or repurchasing in the near term, and derivative financial instruments that are not designated as hedging instrument in hedge accounting are classified as financial assets at fair value through profit or loss.  Financial assets at fair value through profit or loss are measured at fair value with changes in fair value recognized in profit or loss.

 

If financial assets do not have quoted prices in an active market and their fair value cannot be reliably measured, then they are classified as financial assets measured at cost on balance sheet.

 

ii.   Available-for-sale financial assets

 

Available-for-sale investments are those non-derivative financial assets that are designated as available-for-sale or are not classified as financial assets at fair value through profit or loss, held-to-maturity financial assets, or loans and receivables.  Available-for-sale financial  investments are subsequently measured at fair value.  Other than impairment losses and foreign exchange gains and losses arising from monetary financial assets which are recognized in profit or loss, subsequent measurement of available-for-sale financial assets are recognized in equity until the investment is derecognized in equity, at which time the cumulative gain or loss is recognized in profit or loss.

 

 

25


 

 

 

If equity instrument investments do not have quoted prices in an active market and their fair value cannot be reliably measured, then they are classified as financial assets measured at cost on balance sheet.

 

iii.  Held-to-maturity financial assets

 

Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held-to-maturity when the Company has the positive intention and ability to hold it to maturity, other than those that are designated as financial assets at fair value through profit or loss, classified as available-for-sale, or meet the definition of loans and receivables.

 

After initial measurement held-to-maturity financial assets are measured at amortized cost using the effective interest method, less impairment.  Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or transaction costs.  The effective interest method amortization is recognized in profit or loss.

 

iv.  Notes, Accounts and Other Receivables

 

Notes and accounts receivable are creditor’s rights as a result of a sale of goods or services.  Other receivables are any receivable not classified as notes and accounts receivable.  Notes, accounts and other receivables are initially measured and recognized at their fair values.  After initial recognition, the notes, accounts and other receivables are subsequently measured at amortized cost using the effective interest method, less impairment.  Short-term notes, accounts and other receivables with no stated interest rate are measured at the original amount if the effect of discounting is immaterial.

 

b.   Derecognition of financial assets

 

A financial asset is derecognized when:

 

i.    The contractual rights to receive cash flows from the asset have expired.

ii.   The Company has transferred assets and substantially all the risks and rewards of the asset have been transferred.

iii. The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

 

 

26


 

 

 

On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had  been recognized in other comprehensive income is recognized in profit or loss.

 

If the transferred  asset is part of a larger financial asset and the part transferred qualifies for derecognition in its entirety, the Company allocates the previous carrying amount of the larger financial asset between the part that continues to be recognized and the part that is derecognized, based on the relative fair values of those parts on the date of the transfer.  The difference between the carrying amount allocated to the part derecognized and the sum of the consideration received for the part derecognized and any cumulative gain or loss allocated to it that had been recognized in other comprehensive income, is recognized in profit or loss.  A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is derecognized, based on the relative fair values of those parts.

 

c.   Impairment policy

 

The carrying amount of a financial asset is reduced as a result of impairment, except for accounts receivable which the carrying amount is reduced through use of an allowance account.  When an account receivable is deemed to be uncollectible, it is written off in the allowance account.

 

i.    Notes, Accounts and Other Receivables

 

The Company first assesses as of balance sheet date whether objective evidence of impairment  exists for notes, accounts and other receivables that are individually significant.  If there is objective evidence that an impairment loss has occurred, the amount of impairment loss is assessed individually.  For notes, accounts and other receivables other than those mentioned above, the Company groups those assets with similar credit risk characteristics and collectively assess them for impairment.  If, in a subsequent period, the amount of the impairment loss decreases, and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed and recognized through profit or loss.  The reversal shall not result in a carrying amount of notes, accounts and other receivables that exceeds what the amortized cost would have been had the impairment not been recognized at the date the impairment is reversed.

 

 

27


 

 

 

ii    Other Financial Assets

 

The Company assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired.  A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more loss events that has occurred since the initial recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash flows of the individual financial asset or a set of financial assets.

 

Financial liabilities

 

a.   Classification and subsequent measurement

 

The Company classifies the instrument issued as a financial liability or an equity instrument  in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.

 

i.    Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.  Gains or losses on the subsequent measurement of liabilities held for trading including interest paid are recognized in profit or loss.

 

If the financial liabilities at fair value through profit or loss do not have quoted prices in an active market and their fair value cannot be reliably measured, then they are classified as financial liabilities measured at cost on balance sheet and carried at cost as at the reporting date.

 

ii.   Financial liabilities carried at amortised cost

 

Financial liabilities measured at amortized cost include interest bearing loans and borrowings  that are subsequently measured using the effective interest rate method after initial recognition.  Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.

 

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.

 

 

28


 

 

 

b.   Derecognition of financial liabilities

 

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

 

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

 

(10)  Inventories 

 

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

 

(11)  Non-current Assets Held for Sale

 

Non-current assets are classified as held for sale if they are available for immediate sale in their present  condition subject only to terms that are usual and customary for sales of such assets and that are highly probable to complete the sale within one year from the date of classification.  Non-current assets classified as held for sale are measured at the lower of their carrying amounts and fair values less costs to sell.  Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortized.

 

Impairment losses of non-current assets held for sale are recognized in the income statement in the current period for the excess of the carrying amounts over fair values less costs to sell.  Any subsequent  increase in fair value less cost to sell of an asset up to the cumulative impairment loss previously recognized in accordance with the IAS 36, “Impairment of Assets” (IAS 36) would be recognized as a gain.

 

 

29


 

 

 

(12)  Investments Accounted for Under the Equity Method

 

The Company’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as non-current assets held for sale.  An associate is an entity in which the Company has significant influence.

 

Equity method accounting is effective on the date an investor has an investment in an associate.  Any difference between the cost of the investment and the investor’s share of the net fair value of the associate’s identifiable assets and liabilities are accounted for as follows:

 

a.   Goodwill relating to an associate is included in the carrying amount of the investment.  Amortization of goodwill is not permitted.

 

b.   Any excess of the investor’s share of the net fair value of the associate’s identifiable assets and liabilities over the cost of the investment is recognized as an income in the determination of the investor’s share of the associate’s profit or loss in the period in which the investment is acquired.

 

Under the equity method, the investment in the associate is carried in the balance sheet at cost plus post acquisition changes in the Company’s share of profit or loss of the associate.  The Company’s share of profit or loss of the associate is recognized in the Company’s profit or loss.  Distributions received from an associate reduce the carrying amount of the investment.  The Company’s share of any changes in the associate’s other comprehensive income is recognized directly in other comprehensive income of the Company.  After the interest in the associate is reduced to zero, additional losses are provided for, and a liability is recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.  Unrealized gains and losses resulting from transactions between the Company and the associate are eliminated to the extent of the interest in the associate.

 

The financial statements of the associate are prepared for the same reporting period as the Company.  Where necessary, adjustments are made to bring the accounting policies in line with those of the Company.  Upon an associate’s issuance of new shares, if the Company takes up more shares than its original proportionate holding while maintaining its significant influence over that associate, such increase would be accounted for as an acquisition of associate’s equity interest.  Upon an associate’s issuance of new shares, if the Company does not take up proportionate shares and reduces its shareholding percentage while maintaining its significant influence over that associate, and a proportionate share of the gain or loss previously recognised in other comprehensive income is reclassified to profit and loss.  Any remaining differences will be changed to additional paid-in capital.

 

 

30


 

 

 

The Company determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired.  If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and recognizes the amount in profit or loss in the statement of comprehensive income.

 

The Company ceases  to use the equity method upon loss of significant influence over the associate, if the investment does not result in a subsidiary or joint venture as defined by IAS 31 “Interest In Joint Ventures”, it will be accounted for in accordance with IAS 39.  Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.

 

(13)  Interest in a Joint Venture

 

The Company recognizes its interest in the joint venture using the equity method.  The financial statements of the joint venture are prepared for the same reporting period as the Company.  Adjustments are made where necessary to bring the accounting policies in line with those of  the Company.  Adjustments are made in the Company’s consolidated financial statements to eliminate the Company’s share of unrealized gains and losses on transactions between the Company and its joint ventures.

 

When losing joint control without obtaining control or significant influence, the Company ceases to use the equity method, and recognizes its remaining investment at its fair value in accordance with IAS 39.  Upon loss  of joint control, any difference between the carrying amount of the former joint controlled entity upon loss of joint control and the fair value of the remaining investment and proceeds from disposal are recognized in profit or loss.

 

(14)  Property, Plant and Equipment

 

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

 

 

31


 

 

 

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

 

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

 

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

 

Buildings

 

356 years

Machinery and equipment

 

3~11 years

Transportation equipment

 

4~7 years

Furniture and fixtures

 

2~20 years

Leasehold improvement

 

The shorter of lease terms or economic useful lives

 

(15)  Intangible Assets

 

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

 

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

 

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

 

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

 

 

32


 

 

 

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

 

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

 

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

 

b.   Software is amortized over 1~6 years on a straight-line basis.

 

c.   Patent and technology license fee: Upon signing of contract and obtaining the right to intellectual property, any portion attributable to non-cancellable and mutually agreed future fixed license fees for patent and technology is discounted, and recognized as an intangible asset and related liability.  The cost of the intangible asset is not revalued once determined on initial recognition, and is depreciated over the economic life (1~10 years) on a straight-line basis.  Interest expenses from the related liability are recognized and calculated based on interest method.  Based on the timing of payments, the liability is classified as current and non-current.

 

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

 

(16)  Impairment of Non-financial Assets

 

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

 

 

33


 

 

 

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

 

Impairment loss of or reversal gain of impairment is recognized in other operating income and expenses.

 

(17)  Bonds 

 

UMC evaluates the terms of the convertible bonds issued to determine whether it contains both a liability and an equity component.  Furthermore, UMC assesses if the economic characteristics and risks of the put and call options contained in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity element.

 

For the liability component excluding the derivatives, its fair value is determined based on the rate of interest applied at that time by the market to instruments of comparable credit status.  The liability component is classified as a financial liability measured at amortized cost using the effective interest method before the instrument is converted or settled.  If the difference between the straight-line method and the effective interest method is immaterial, the bond discount may be amortized using the straight-line method and recorded as interest expense.  For the embedded derivative that is not closely related to the host contract, it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies for an equity component.  The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component.  Its carrying amount is not remeasured in the subsequent accounting periods.  If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IAS 39.

 

If the convertible bondholders exercise their conversion right before maturity, UMC shall adjust the carrying amount of the liability component.  The adjusted carrying amount of the liability component at conversion and the carrying amount of equity component are credited to common stock and additional paid-in capital - premiums.  No gain or loss is recognized upon bond conversion.

 

 

34


 

 

 

In accordance with IAS 39, since the economic and risk characteristics of the embedded call or put option are not clearly and closely related to the host contract, the derivative financial instruments embedded in convertible bonds were recognized separately as financial assets or liabilities at fair value through profit or loss.

 

When exchangeable bondholders exercise their right to exchange their bonds for reference shares, the book value of the bonds is offset against the book value of the investments in reference shares and the related stockholders’ equity accounts, with the difference recognized as a gain or loss on disposal of investments.

 

Both the host contract and bifurcated embedded derivative financial instrument in exchangeable bonds are classified as current liabilities if the bondholders have the right to demand settlement of the bonds become exchangeable.  In addition, the liability component of convertible bonds is classified as a current liability within 12 months of the date the bondholders may exercise the put right.  After the put right expires, the liability component of the convertible bonds should be reclassified as a long-term liability if it meets the definition of a long-term liability in all other respects.

 

(18)  Post-Employment Benefits

 

All regular employees are entitled to a defined benefit pension plan that is managed by an independently administered pension fund committee.  Fund assets are deposited under the committee’s  name in the Bank of Taiwan and hence, not associated with the Company.  Therefore, fund assets are not to be included in the Company’s financial statements.  Pension benefits for employees of the branch and overseas subsidiaries are provided in accordance with the local regulations.

 

The Labor Pension Act of the R.O.C. (the Act), which adopts a defined contribution plan, became effective on July 1, 2005.  Employees eligible for the Labor Standards Law, a defined benefit plan, were allowed to elect either the pension calculation under the Act or continue to be subject to the pension calculation under the Labor Standards Law.  Those employees that elected to be subject to the Act will have their seniority achieved under the Labor Standards Law retained upon election of  the Act, and the Company will make monthly contributions of no less than 6% of these employees’ monthly wages to the employees’ individual pension accounts.  Oversea subsidiaries and branches make contribution to the plan based on the specific percentage requirement of local regulations.  Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions.  The Company recognizes all actuarial gains and losses in the periods which they occur in other comprehensive income, which then is immediately recognized in retained earnings.

 

 

35


 

 

 

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 fiscal year, adjusted and disclosed for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events.

 

(19)  Treasury Stock

 

Own equity instruments which are reacquired (treasury shares) are recognized at cost and deducted from equity.  Any difference between the carrying amount and the consideration is recognized in equity.

 

(20)  Share-Based Payment

 

The cost of equity-settled transactions between the Company and its employees is measured based on the fair value at the date on which they are granted.  The fair value of the equity instruments is determined by using an appropriate pricing model.

 

The cost of equity-settled transactions is recognised, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled.  The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest.  The income statement expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in profit or loss.

 

No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions for which vesting is conditional upon a market or non-vesting condition. These are treated as vesting 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 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 recognised 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.

 

 

36


 

 

 

Where an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognised for the award is recognised 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 is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award.

 

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

 

(21)  Revenue Recognition

 

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.  Revenue is measured at the fair value of the consideration received or receivable.  The recognition criteria and methods are described below:

 

Sales revenue

Revenue from sale of goods is recognized when all the following conditions have been satisfied:

a.   the significant risks and rewards of ownership of the goods have transferred to the buyer;

b.   neither continuing managerial involvement nor effective control over the goods sold have been retained;

c.   the amount of revenue can be measured reliably;

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

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

 

Sales returns and discounts are estimated based on history of customer complaints, historical experiences and any other known factors that might significantly affect collectability and recorded in the same period in which sales are made.

 

Interest income

For financial assets measured at amortized cost (include held-to-maturity financial assets) and financial assets at fair value through profit or loss, interest income is recorded using the effective interest rate and recognised in profit or loss.

 

Dividends

Revenue is recognised when the Company’s right to receive the payment is established.

 

 

37


 

 

 

(22)  Income Tax

 

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

 

Current income tax

 

Current income tax assets and liabilities for the current period and prior periods are measured using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.  Current income tax relating to items recognised directly in other comprehensive income or equity is recognised in other comprehensive income or equity and not in profit or loss.

 

The 10% income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by stockholders’ meeting.

 

Deferred income tax

 

Deferred income tax is a temporary differences between the tax bases of assets and liabilities and their carrying amounts in financial statement at the reporting date.

 

Deferred tax liabilities are recognised for all taxable temporary differences, except:

 

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

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

 

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and any unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

 

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

 

 

38


 

 

 

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

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.  The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.  Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss.  Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity.  Deferred tax assets are reassessed at each reporting date and are recognized accordingly.

 

Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

 

(23)  Earnings per Share

 

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

 

5.    SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

 

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

 

 

39


 

 

 

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

 

(1)    The Fair Value of Financial Instruments

 

Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including income approach (for example the discounted cash flows model) or the market approach.  Changes in assumptions about these factors could affect the reported fair value of the financial instruments.  Please refer to Note 12 for more details.

 

(2)    Derivative Instruments

 

The embedded derivative features contained in exchangeable bonds are bifurcated and separately accounted for if the economic characteristics and risks of the embedded derivative instruments are not clearly and closely related to those of the host contracts.  Those bifurcated embedded derivatives are fair valued at the end of each reporting period by using the option pricing model with the changes in fair value included in earnings.  The valuation model uses the market-based observable inputs including share price, volatility, credit spread and swap rates.

 

(3)    Inventories 

 

Inventories are valued at lower of cost and net realizable value item by item.  Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.  Please refer to Note 6.

 

(4)    Post-Employment Benefits

 

The cost of post-employment benefit pension plan and the present value of the pension obligation are determined using actuarial valuations.  An actuarial valuation involves making various assumptions.  These include the determination of the discount rate, future salary increases, mortality rates and future pension increases.  The assumptions used for measuring pension cost and the present value of the pension obligation are disclosed in Note 6.

 

 

40


 

 

 

(5)    Share-Based Payment Transactions

 

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant.  This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.  The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 6.

 

(6)    Revenue Recognition-Sales Returns and Discounts

 

The Company estimates sales returns and allowance based on historical experience and other known factors at the time of sale, which reduces the sales revenue.

 

(7)    Impairment of Property, Plant and Equipment

 

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

 

 

 

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(8)    Income Tax

 

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

 

Deferred tax assets are recognized for all carryforward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized.  The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences.  Please refer to Note 6 for more details on unrecognized deferred tax assets as of June 30, 2013.

 

6.    CONTENTS OF SIGNIFICANT ACCOUNTS

 

(1)    CASH AND CASH EQUIVALENTS

 

 

 

As of

 

 

June 30,
2013

 

December 31,
2012

 

June 30,
2012

 

January 1,
2012

Cash

 

 

 

 

 

 

 

 

Cash on hand

 

$3,990

 

$3,971

 

$3,723

 

$4,470

Checking and savings accounts

 

15,574,078

 

10,656,261

 

10,807,735

 

13,795,814

Time deposits

 

28,545,446

 

27,347,736

 

30,501,175

 

31,737,840

Subtotal

 

44,123,514

 

38,007,968

 

41,312,633

 

45,538,124

 

 

 

 

 

 

 

 

 

Cash equivalents

 

8,739,833

 

4,584,757

 

7,624,475

 

3,532,004

Total

 

$52,863,347

 

$42,592,725

 

$48,937,108

 

$49,070,128

 

 

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(2)    FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

 

 

As of

 

 

June 30,
2013

 

December 31,
2012

 

June 30,
2012

 

January 1,
2012

Designated financial assets at fair value through profit or loss

 

 

 

 

 

 

 

 

Convertible bonds

 

$78,880

 

$43,680

 

$185,660

 

$184,046

Preferred stocks

 

10,659

 

29,026

 

28,615

 

26,295

Subtotal

 

89,539

 

72,706

 

214,275

 

210,341

 

 

 

 

 

 

 

 

 

Financial assets held for trading

 

 

 

 

 

 

 

 

Listed stocks

 

240,518

 

256,685

 

211,855

 

202,081

Corporate bonds

 

398,681

 

399,309

 

403,073

 

403,220

Subtotal

 

639,199

 

655,994

 

614,928

 

605,301

Total

 

$728,738

 

$728,700

 

$829,203

 

$815,642

 

Current

 

$639,199

 

$655,994

 

$704,388

 

$695,931

Noncurrent

 

89,539

 

72,706

 

124,815

 

119,711

Total

 

$728,738

 

$728,700

 

$829,203

 

$815,642

 

(3)    ACCOUNTS RECEIVABLE, NET

 

 

 

As of

 

 

June 30,
2013

 

December 31,
2012

 

June 30,
2012

 

January 1,
2012

Accounts receivable

 

$20,187,270

 

$17,426,163

 

$19,480,657

 

$15,235,258

Less: allowance for sales returns and discounts

 

(324,817)

 

(592,043)

 

(253,622)

 

(165,000)

Less: allowance for doubtful accounts

 

(621,985)

 

(613,288)

 

(789,024)

 

(679,717)

Net

 

$19,240,468

 

$16,220,832

 

$18,438,011

 

$14,390,541

 

 

 

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Aging analysis of account receivables:

 

 

As of

 

 

June 30,

2013

 

December 31,
2012

 

June 30,

2012

 

January 1,
2012

Neither past due nor impaired

 

$16,672,608

 

$13,713,487

 

$16,452,140

 

$12,382,985

Past due but not impaired:

 

 

 

 

 

 

 

 

≤ 30 days

 

2,067,067

 

2,185,203

 

1,585,451

 

1,277,971

31 to 60 days

 

324,370

 

129,133

 

167,138

 

406,722

61 to 90 days

 

41,502

 

70,481

 

33,576

 

129,561

91 to 120 days

 

23,865

 

6,274

 

5,504

 

129,020

> 120 days

 

111,056

 

116,254

 

194,202

 

64,282

Subtotal

 

2,567,860

 

2,507,345

 

1,985,871

 

2,007,556

Total

 

$19,240,468

 

$16,220,832

 

$18,438,011

 

$14,390,541

 

Movement on allowance for individual evaluation doubtful accounts:

 

 

 

For the six-month periods ended

June 30,

 

 

2013

 

2012

Beginning balance

 

$613,288

 

$679,717

Charge for the period

 

8,697

 

109,307

Ending balance

 

$621,985

 

$789,024

         

 

The impairment losses assessed individually as of June 30, 2013 and 2012 were primarily resulted from the financial difficulties of the counter trading parties and the amounts recognized were the difference between the carrying amount of the accounts receivable and the present value of expected collectable amounts.  The Company has no collateral with the respect to those accounts receivable.

 

(4)    INVENTORIES, NET

 

 

As of

 

 

June 30,

2013

 

December 31,
2012

 

June 30,

2012

 

January 1,
2012

Raw materials

 

$2,257,739

 

$1,847,533

 

$2,411,562

 

$2,394,427

Supplies and spare parts

 

2,418,536

 

2,142,737

 

2,271,508

 

2,276,999

Work in process

 

9,304,291

 

9,369,975

 

8,410,060

 

7,789,462

Finished goods

 

2,336,217

 

2,567,077

 

2,393,817

 

3,212,117

Total

 

16,316,783

 

15,927,322

 

15,486,947

 

15,673,005

Less: allowance for inventory valuation losses

 

(1,986,537)

 

(2,903,612)

 

(1,766,073)

 

(2,969,299)

Net

 

$14,330,246

 

$13,023,710

 

$13,720,874

 

$12,703,706

 

 

44


 

 

 

a.   For the three-month periods ended June 30, 2013 and 2012, the Company recognized NT$25,107 million and NT$23,517 million for costs of inventories in expenses, of which NT$1,391 million and NT$261 million were related to gain recognized from the circumstances that caused the net realizable value of inventory to be lower than its cost.  For the six-month periods ended June 30, 2013 and 2012, the Company recognized NT$47,880 million and NT$45,277 million for costs of inventories in expenses, of which NT$967 million and NT$1,168 million were related to gain recognized from the circumstances that caused the net realizable value of inventory to be lower than its cost reversed.  

 

b.   Inventories were not pledged.

 

(5)    AVAILABLE-FOR-SALE FINANCIAL ASSETS

 

 

As of

 

 

June 30,

2013

 

December 31,
2012

 

June 30,

2012

 

January 1,
2012

Common stocks

 

$22,052,489

 

$23,682,805

 

$29,722,545

 

$28,277,121

Preferred stocks

 

228,600

 

165,300

 

196,800

 

181,200

Depositary receipts

 

307,537

 

299,908

 

18,745

 

37,400

Funds

 

124,379

 

158,604

 

72,990

 

73,606

Total

 

$22,713,005

 

$24,306,617

 

$30,011,080

 

$28,569,327

 

Current

 

$2,781,340

 

$4,330,880

 

$5,383,704

 

$5,124,780

Noncurrent

 

19,931,665

 

19,975,737

 

24,627,376

 

23,444,547

Total

 

$22,713,005

 

$24,306,617

 

$30,011,080

 

$28,569,327

 

UMC issued bonds that are exchangeable at any time on or after January 1, 2010 and prior to November 22, 2014, into common stocks originally classified as available-for-sale financial assets, noncurrent.  Therefore, UMC reclassified the exchangeable shares to current assets.

 

(6)    FINANCIAL ASSETS MEASURED AT COST, NON-CURRENT

 

 

 

As of

 

 

June 30,

2013

 

December 31,
2012

 

June 30,

2012

 

January 1,
2012

Common stocks

 

$623,346

 

$622,729

 

$772,701

 

$774,480

Preferred stocks

 

2,666,570

 

2,160,749

 

1,925,521

 

1,898,071

Funds

 

405,374

 

378,640

 

386,355

 

381,407

Total

 

$3,695,290

 

$3,162,118

 

$3,084,577

 

$3,053,958

 

 

45


 

 

 

(7)    INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD

 

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

 

 

 

As of

 

 

June 30, 2013

 

December 31, 2012

Investee companies

 

Amount

 

Percentage of Ownership or Voting Rights

 

Amount

 

Percentage of Ownership or Voting Rights

Listed companies

 

 

 

 

 

 

 

 

CRYSTALWISE TECHNOLOGY INC. (CRYSTALWISE) ( Note A)

 

$89,499

 

2.31

 

$78,621

 

4.21

 

 

 

 

 

 

 

 

 

Unlisted companies

 

 

 

 

 

 

 

 

ASEPOWER I S.R.L (Note B)

 

-

 

75.00

 

-

 

75.00

MOS ART PACK CORP. (MAP) ( Note C)

 

238,373

 

72.98

 

238,373

 

72.98

UNITED LIGHTING OPTO-ELECTRONIC INC. (UNITED LIGHTING) (Note D)

 

11,618

 

55.25

 

12,493

 

55.25

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

 

717,718

 

50.00

 

688,008

 

50.00

WINAICO SOLAR PROJEKT 1 GMBH ( Note B)

 

45,046

 

50.00

 

45,647

 

50.00

ACHIEVE MADE INTERNATIONAL LTD.

 

127,825

 

49.38

 

147,207

 

49.38

LIST EARN ENTERPRISE INC.

 

9,817

 

49.00

 

9,616

 

49.00

MTIC HOLDINGS PTE. LTD.

 

183,293

 

45.44

 

189,012

 

45.44

YUNG LI INVESTMENTS, INC.

 

217,840

 

45.16

 

194,173

 

45.16

MEGA MISSION LIMITED PARTNERSHIP

 

1,805,365

 

45.00

 

1,458,458

 

45.00

UNITED LED CORPORATION HONG KONG LIMITED

 

433,623

 

45.00

 

403,941

 

45.00

 

 

46


 

 

 

 

 

As of

 

 

June 30, 2013

 

December 31, 2012

Investee companies

 

Amount

 

Percentage of Ownership or Voting Rights

 

Amount

 

Percentage of Ownership or Voting Rights

WINAICO IMMOBILIEN GMBH (Note B)

 

$290,857

 

44.78

 

$-

 

-

UNITECH CAPITAL INC.

 

704,128

 

42.00

 

667,781

 

42.00

LTI REENERGY CO., LTD. (LTI) ( Note B)

 

4,492

 

40.00

 

4,264

 

40.00

HSUN CHIEH INVESTMENT CO., LTD.

 

3,155,382

 

36.49

 

2,609,733

 

36.49

UC FUND II

 

3,955

 

35.45

 

51,561

 

35.45

EXOJET TECHNOLOGY CORP.

 

91,999

 

33.10

 

94,999

 

33.10

CTC CAPITAL PARTNERS I, L.P.

 

138,327

 

31.40

 

124,492

 

31.40

UNIMICRON HOLDING LIMITED

 

677,576

 

21.93

 

651,845

 

21.93

DAIWA QUANTUM CAPITAL PARTNERS I, L.P. (Note E)

 

18,335

 

12.50

 

22,583

 

12.50

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

 

111,208

 

10.38

 

98,641

 

10.38

NEWENERGY HOLDING LIMITED (NEWENERGY) (Note F)

 

-

 

-

 

185,143

 

100.00

ALLIANCE OPTOTEK CORP. (ALLIANCE) (Note G)

 

-

 

-

 

16,547

 

47.99

BEST ELITE INTERNATIONAL LIMITED (Note H, I)

 

-

 

-

 

3,776,610

 

35.03

ECP VITA LTD. (Note J)

 

-

 

-

 

-

 

100.00

Subtotal

 

8,986,777

 

 

 

11,691,127

 

 

Total

 

$9,076,276

 

 

 

$11,769,748

 

 

 

 

47


 

 

 

 

 

As of

 

 

June 30, 2012

 

January 1, 2012

Investee companies

 

Amount

 

Percentage of Ownership or Voting Rights

Amount

 

Percentage of Ownership or Voting Rights

Listed companies

 

 

 

 

 

 

 

CRYSTALWISE ( Note A)

 

$88,813

 

4.21

$87,483

 

4.25

 

 

 

 

 

 

 

 

Unlisted companies

 

 

 

 

 

 

 

ASEPOWER 1 S.R.L. (Note B)

 

-

 

75.00

-

 

-

MAP (Note C)

 

238,373

 

72.98

238,373

 

72.98

UNITED LIGHTING (Note D)

 

39,283

 

55.25

-

 

-

WINAICO SOLAR PROJEKT 1 GMBH (Note B)

 

45,563

 

50.00

45,573

 

50.00

SHANDONG HUAHONG (Note B)

 

714,555

 

50.00

725,381

 

50.00

LIST EARN ENTERPRISE INC.

 

9,825

 

49.00

9,688

 

49.00

ALLIANCE (Note G)

 

64,421

 

47.99

77,545

 

47.99

MTIC HOLDINGS PTE. LTD.

 

210,099

 

46.49

214,918

 

46.49

ACHIEVE MADE INTERNATIONAL LTD.

 

159,840

 

45.66

42,910

 

44.06

YUNG LI INVESTMENTS, INC.

 

201,117

 

45.16

204,595

 

45.16

UNITED LED CORPORATION HONG KONG LIMITED

 

494,385

 

45.00

593,479

 

45.00

MEGA MISSION LIMITED PARTNERSHIP

 

1,356,958

 

45.00

1,298,748

 

45.00

UNITECH CAPITAL INC.

 

702,236

 

42.00

700,433

 

42.00

LTI (Note B)

 

2,325

 

40.00

2,918

 

40.00

HSUN CHIEH INVESTMENT CO., LTD.

 

2,830,152

 

36.49

2,734,699

 

36.49

UC FUND II

 

41,874

 

35.45

44,992

 

35.45

BEST ELITE INTERNATIONAL LIMITED (Note H, I)

 

3,503,620

 

35.03

3,141,108

 

34.90

 

 

48


 

 

 

 

As of

 

 

June 30, 2012

 

January 1, 2012

Investee companies

 

Amount

 

Percentage of Ownership or Voting Rights

Amount

 

Percentage of Ownership or Voting Rights

EXOJET TECHNOLOGY CORP.

 

$101,310

 

33.10

$103,277

 

33.40

SOLAR GATE TECHNOLOGY CO., LTD.

 

24,765

 

32.73

39,418

 

32.73

CTC CAPITAL PARTNERS I, L.P.

 

125,987

 

31.40

127,784

 

31.40

UNIMICRON HOLDING LIMITED

 

647,441

 

21.93

626,021

 

21.93

HIGH POWER LIGHTING CORP.

 

10,807

 

20.24

15,552

 

20.24

DAIWA QUANTUM CAPITAL PARTNERS I, L.P. (Note E)

 

28,473

 

12.50

26,102

 

12.50

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

 

95,152

 

10.38

120,097

 

10.38

SHENYANG PIONEER U-LIGHTING OPTO-ELECTRONIC CO., LTD. (SHENYANG U-LIGHTING) (Note B)

 

-

 

-

4,080

 

49.00

Subtotal

 

11,645,561

 

 

11,137,691

 

 

Total

 

$11,734,374

 

 

$11,225,174

 

 

 

 

Note A: The Company acquired 2.7 million shares of CRYSTALWISE through private placement in August 2010.  The exchange of these securities listed above is restricted by Article 43 paragraph 8 of the Securities and Exchange Law.  The above-mentioned restriction of CRYSTALWISE will be lifted on September 23, 2013.  UMC accounted for CRYSTALWISE using equity method because UMC’s Chairman of the Board is also a key member of CRYSTALWISE’s management, and UMC has significant influence.

 

Note B: The Company uses the equity method to account for its investment in ASEPOWER 1 S.R.L., SHANDONG HUAHONG, WINAICO SOLAR PROJEKT 1 GMBH, WINAICO IMMOBILIEN GMBH, LTI, and SHENYANG U-LIGHTING, which are jointly controlled entities.

 

 

49


 

 

 

Note C: On March 10, 2011, MAP has filed for liquidation through a decision at its stockholders’ meeting.  The liquidation has not been completed as of June 30, 2013.

 

Note D: On June 19, 2012, UNITED LIGHTING has filed for liquidation through a decision at its stockholders’ meeting.  The liquidation has not been completed as of June 30, 2013.

 

Note E: The Company follows international accounting practices in equity accounting for limited partnerships because no equivalent type of business exists domestically, and therefore, the Company uses the equity method to account for these investees.

 

Note F: On August 22, 2012, NEWENERGY has filed for liquidation through a decision at its stockholders’ meeting.  The liquidation has been completed as of June 24, 2013.

 

Note G: The Company acquired additional shares of ALLIANCE on May 2, 2013.  The Company previously held 47.99% of ALLIANCE’s equity interest immediately before the business combination.  Therefore, the Company increased its cumulative ownership in Alliance to 74.51% and obtained controlling interest in Alliance after this acquisition.  Please refer to Note   6 (23) for further discussions on the business combination.

 

Note H: During March 2005, the Company received an offer of approximately 106 million ordinary shares from Best Elite International Limited (Best Elite), the holding company of HeJian Technology Corp. (HeJian).  The offered shares represented approximately 50% of Best Elite’s outstanding ordinary shares and approximately 15% of the total outstanding shares of Best Elite.  The Company filed an inquiry with the Investment Commission of the Ministry of Economic Affairs on March 18, 2005 (Ref. No. 94-Lian-Tung-Tzu-0222), for their executive guidance with respect to the offer.  Subsequent to Best Elite Board approval, the offered ordinary shares were placed in a trust while the Company awaited the Investment Commission’s guidance.  While in trust, the Company could not receive ownership (nor any potential stock dividend or cash dividend distributed) and is not the beneficiary thereof unless the Company received approval from the Investment Commission.  In the event that any stock dividend or cash dividend was distributed, the Company’s potential stake in Best Elite would have accumulated accordingly.

 

 

50


 

 

 

No response from the Investment Commission of the Ministry of Economic Affairs was received on the Company’s inquiry for many years.  In June 2011, the Company filed an application for the acquisition of the aforementioned donated Best Elite shares as well as for an additional purchase of Series B and B-1 preferred shares (Note I).  Thereafter, on November 1, 2011, the Company received the approval letter from the Investment Commission of the Ministry of Economic Affairs (Ref. No. Jing-Shen-Er-Zi-10000274530).  With such an approval, the Company was able to formally accept the ordinary shares, which have been held in trust since 2006.  Based on the approval letter from the Investment Commission of the Ministry of Economic Affairs, which designated the ordinary shares offered by Best Elite as a donation, the Company recognized the said shares at their fair value of USD 23 million on the day of transfer, December 12, 2011, as a long term investment accounted for under the equity method with a corresponding gain recorded in other income.

 

Note I:  On March 16, 2011, in order to achieve its global market objectives, the Company’s Board of Directors approved an offer to the stockholders of Best Elite to purchase up to 30% of the preferred shares of Best Elite.  In June 2011, the Company filed an application on the 15.34% donated shares (in trust as described above) as well as 20.41% of the preferred shares of Best Elite based on the said stockholders’ offering.  Such purchase of 20.41% of the preferred shares of Best Elite was approved on November 1, 2011 in the same letter from the Investment Commission of the Ministry of Economic Affairs (Ref. No. Jing-Shen-Er-Zi-10000274530) granting approval for the Company’s ownership of Best Elite ordinary shares placed in trust.  Pursuant to such approval, the Company acquired by way of purchase at fair value Series B and B-1 preferred shares representing 19.56% of Best Elite’s total outstanding shares on December 12, 2011 and the Company thereby increased its cumulative ownership in Best Elite to 34.90%.  The Company accounts for its investment as a long term investment under the equity method in accordance with IAS 28 “Investment in Associates”.  The Company acquired additional 48.07% of Best Elite’s total outstanding shares on February 1, 2013 and consolidated Best Elite accordingly.  Please refer to Note 6 (23) for further discussions on the business combination.

 

Note J:  On December 21, 2012, ECP VITA LTD. filed for liquidation through a decision at its stockholders’ meeting.  The liquidation has been completed as of February 18, 2013.

 

 

51


 

 

 

      The carrying amount of investments accounted for using the equity method for which there are published price quotations amounted to NT$89 million, NT$79 million, NT$89 million, and NT$87 million, as of June 30, 2013, December 31, 2012, June 30, 2012, and January 1, 2012, respectively.  The fair value of these investments are NT$107 million, NT$95 million, NT$108 million, and NT$78 million, as of June 30, 2013, December 31, 2012, June 30, 2012, and January 1, 2012, respectively.

 

      Certain investments accounted for under the equity method were reviewed by the other independent accountants.  Share of investment income from these associates and joint ventures amounted to NT$(11) million, NT$31 million, NT$6 million and NT$51 million for the three-month and six-month periods ended June 30, 2013 and 2012, respectively.  Share of other comprehensive income from these associates and joint ventures amounted to NT$583 million, NT$(364) million, NT$602 million and NT$63 million for the three-month and six-month periods ended June 30, 2013 and 2012, respectively.  The balance of investments accounted for under the equity method were NT$4,537 million, NT$4,118 million, NT$4,390 million and NT$4,276 million as of June 30, 2013, December 31, 2012, June 30, 2012, and January 1, 2012, respectively.

 

      No investment accounted for using the equity method was pledged.

 

b.   The summarized financial information of the Company’s investments in associates are as follow:

 

 

 

As of

 

 

June 30,

2013

 

December 31,
2012

 

June 30,

2012

 

January 1,
2012

Total assets(100%)

 

$34,606,287

 

$42,617,913

 

$43,996,193

 

$42,239,957

Total liabilities(100%)

 

9,237,035

 

10,536,881

 

11,709,567

 

11,064,503

 

 

 

For the three-month periods ended

June 30,

 

 

2013

 

2012

Revenue(100%)

 

$2,568,470

 

$3,807,427

Net income(100%)

 

398,726

 

3,788,782

 

 

 

For the six-month periods ended

June 30,

 

 

2013

 

2012

Revenue(100%)

 

$5,271,292

 

$7,359,460

Net income(100%)

 

700,172

 

4,491,566

 

 

52


 

 

 

c.   UMC’s associate, HSUN CHIEH INVESTMENT CO., LTD., held 441 million shares of UMC’s stock as of June 30, 2013 and 2012.

 

d.   The summarized financial information of the Company’s investments in joint ventures are as follow:

 

The Company uses the equity method to account for its investments in SHENYANG U-LIGHTING, SHANDONG HUAHONG, LTI, WINAICO SOLAR PROJEKT 1 GMBH, ASEPOWER 1 S.R.L., SOCIALNEX ITALIA 1 S.R.L. and WINAICO IMMOBILIEN  GMBH, jointly controlled entities, since July 6, 2010, January 7, 2011, September 28, 2011, December 7, 2011, March 31, 2012, March 31, 2012, and March 31, 2013, respectively.  The Company ceases to use the equity method to account for its investments in SHENYANG U-LIGHTING and SOCIALNEX ITALIA 1 S.R.L. since June 19, 2012 and June 30, 2012, respectively.  The summarized financial information which the Company recognized is as follows:

 

 

 

As of

 

 

June 30,
2013

 

December 31,
2012

 

June 30,
2012

 

January 1,
2012

Current assets

 

$400,033

 

$279,550

 

$321,132

 

$324,274

Noncurrent assets

 

1,901,234

 

1,092,577

 

984,079

 

963,024

Current liabilities

 

475,365

 

107,044

 

128,372

 

131,176

Long-term liabilities

 

738,311

 

504,878

 

391,790

 

362,646

Equity

 

1,087,591

 

760,205

 

785,049

 

793,476

 

 

 

For the three-month periods ended

June 30,

 

 

2013

 

2012

Revenues

 

$48,774

 

$51,565

Expenses

 

57,659

 

54,484

 

 

 

For the six-month periods ended

June 30,

 

 

2013

 

2012

Revenues

 

$83,400

 

$65,172

Expenses

 

91,574

 

76,777

 

 

53


 

 

(8)    PROPERTY, PLANT AND EQUIPMENT

 

 

 

As of

 

 

June 30,

2013

 

December 31,
2012

 

June 30,

2012

 

January 1,
2012

Land

 

$2,579,470

 

$2,640,388

 

$2,712,908

 

$2,605,228

Buildings

 

14,376,367

 

12,597,260

 

14,779,593

 

15,379,227

Machinery and equipment

 

127,906,007

 

123,571,531

 

110,707,159

 

109,318,670

Transportation equipment

 

15,233

 

16,684

 

11,724

 

13,102

Furniture and fixtures

 

1,246,558

 

1,339,197

 

1,144,445

 

1,174,696

Leasehold improvement

 

1,148,142

 

1,278,589

 

1,407,917

 

635,815

Construction in progress and equipment awaiting inspection

 

17,552,891

 

18,500,156

 

30,706,175

 

12,734,824

Net

 

$164,824,668

 

$159,943,805

 

$161,469,921

 

$141,861,562

 

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, 2013

 

$3,171,351

 

$30,451,446

 

$601,818,624

 

$67,827

 

$5,485,951

 

$1,753,124

 

$18,500,156

 

$661,248,479

Additions

 

-

 

-

 

-

 

-

 

-

 

-

 

15,850,396

 

15,850,396

Acquisitions of subsidiaries

 

-

 

2,904,258

 

31,284,540

 

2,307

 

240,392

 

1,649

 

34,655

 

34,467,801

Disposals

 

(457)

 

(91,187)

 

(1,938,101)

 

(2,414)

 

(150,222)

 

(1,388)

 

(282,265)

 

(2,466,034)

Transfers

 

-

 

11,389

 

17,729,886

 

303

 

83,693

 

8,294

 

(16,571,833)

 

1,261,732

Exchange effect

 

(112,731)

 

236,459

 

3,316,639

 

312

 

(18,359)

 

1,427

 

21,782

 

3,445,529

As of June 30, 2013

 

$3,058,163

 

$33,512,365

 

$652,211,588

 

$68,335

 

$5,641,455

 

$1,763,106

 

$17,552,891

 

$713,807,903

 

 

54


 

 

 

Land

 

Buildings

 

Machinery and equipment

 

Transportation equipment

 

Furniture and fixtures

 

Leasehold improvement

 

Construction in progress and equipment awaiting inspection

 

Total

As of January 1, 2012

 

$3,222,065

 

$31,742,456

 

$573,348,044

 

$65,705

 

$5,037,391

 

$836,313

 

$12,734,824

 

$626,986,798

Additions

 

-

 

-

 

-

 

-

 

-

 

-

 

27,238,848

 

27,238,848

Disposals

 

-

 

-

 

(358,259)

 

-

 

(19,100)

 

-

 

-

 

(377,359)

Disposals of subsidiaries

 

-

 

-

 

(38,961)

 

-

 

(2,733)

 

(811)

 

-

 

(42,505)

Transfers

 

135,246

 

76,044

 

17,772,861

 

313

 

147,206

 

910,118

 

(9,218,468)

 

9,823,320

Exchange effect

 

(51,217)

 

(383,299)

 

(2,274,811)

 

(228)

 

(20,694)

 

(545)

 

(49,029)

 

(2,779,823)

As of June 30, 2012

 

$3,306,094

 

$31,435,201

 

$588,448,874

 

$65,790

 

$5,142,070

 

$1,745,075

 

$30,706,175

 

$660,849,279

 

Accumulated Depreciation and Impairment:

 

 

 

Land

 

Buildings

 

Machinery and equipment

 

Transportation equipment

 

Furniture and fixtures

 

Leasehold improvement

 

Construction in progress and equipment awaiting inspection

 

Total

As of January 1, 2013

 

$530,963

 

$17,854,186

 

$478,247,093

 

$51,143

 

$4,146,754

 

$474,535

 

$-

 

$501,304,674

Depreciation

 

-

 

600,521

 

17,973,298

 

1,961

 

200,904

 

139,263

 

-

 

18,915,947

Acquisitions of subsidiaries

 

-

 

605,715

 

27,318,572

 

2,049

 

215,117

 

456

 

-

 

28,141,909

Disposals

 

(211)

 

(89,144)

 

(1,905,327)

 

(2,242)

 

(148,870)

 

(617)

 

-

 

(2,146,411)

Exchange effect

 

(52,059)

 

164,720

 

2,671,945

 

191

 

(19,008)

 

1,327

 

-

 

2,767,116

As of June 30, 2013

 

$478,693

 

$19,135,998

 

$524,305,581

 

$53,102

 

$4,394,897

 

$614,964

 

$-

 

$548,983,235

 

 

55


 

 

 

Land

 

Buildings

 

Machinery and equipment

 

Transportation equipment

 

Furniture and fixtures

 

Leasehold improvement

 

Construction in progress and equipment awaiting inspection

 

Total

As of January 1, 2012

 

$616,837

 

$16,363,229

 

$464,029,374

 

$52,603

 

$3,862,695

 

$200,498

 

$-

 

$485,125,236

Depreciation

 

-

 

583,736

 

15,969,268

 

1,618

 

166,722

 

137,517

 

-

 

16,858,861

Disposals

 

-

 

-

 

(354,234)

 

-

 

(18,600)

 

-

 

-

 

(372,834)

Disposals of subsidiaries

 

-

 

-

 

(24,933)

 

-

 

(2,204)

 

(330)

 

-

 

(27,467)

Impairment Loss

 

-

 

-

 

2,126

 

-

 

7,755

 

-

 

-

 

9,881

Transfers

 

-

 

-

 

(859)

 

-

 

859

 

-

 

-

 

-

Exchange effect

 

(23,651)

 

(291,357)

 

(1,879,027)

 

(155)

 

(19,602)

 

(527)

 

-

 

(2,214,319)

As of June 30, 2012

 

$593,186

 

$16,655,608

 

$477,741,715

 

$54,066

 

$3,997,625

 

$337,158

 

$-

 

$499,379,358

 

 

a.   The amounts of total interest expense before capitalization borrowing costs were NT$400 million and NT$347 million for the six-month periods ended June 30, 2013 and 2012, respectively.  Details of capitalized borrowing costs are as follows

 

 

 

For the six-month periods ended

June 30,

 

 

2013

 

2012

Land

 

$-

 

$143

Buildings

 

18,209

 

759

Machinery and equipment

 

89,068

 

147,686

Furniture and fixtures

 

-

 

12

Total interest capitalized

 

$107,277

 

$148,600

 

 

 

 

 

Interest rates applied

 

0.19%~2.28%

 

0.17%~2.29%

 

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

 

c.   On March 29, 2013, the Board of Directors of UMC Japan, resolved to dispose its land and buildings.  The Company is in contact with a potential buyer and negotiating the terms.

 

 

56


 

 

 

(9)    INTANGIBLE ASSETS

 

 

 

As of

 

 

June 30,

2013

 

December 31,
2012

 

June 30,

2012

 

January 1,
2012

Goodwill

 

$50,863

 

$50,863

 

$50,863

 

$50,863

Software

 

227,677

 

200,790

 

241,469

 

150,466

Patents and royalty fees

 

3,603,313

 

1,894,111

 

2,023,711

 

730,030

Others

 

842,876

 

652,395

 

557,117

 

552,422

Net

 

$4,724,729

 

$2,798,159

 

$2,873,160

 

$1,483,781

 

Cost

 

 

 

Goodwill

 

Software

 

Patents and royalty fees

 

Others

 

Total

As of January 1, 2013

 

$50,863

 

$471,987

 

$2,298,527

 

$1,433,499

 

$4,254,876

Additions

 

-

 

490

 

1,824,218

 

400,950

 

2,225,658

Disposals

 

-

 

(99,093)

 

-

 

(372,180)

 

(471,273)

Reclassification

 

-

 

58,462

 

20,114

 

-

 

78,576

Acquisitions of subsidiaries

 

-

 

172,267

 

13,639

 

61,700

 

247,606

Exchange effect

 

-

 

(3,518)

 

2,099

 

(122)

 

(1,541)

As of June 30, 2013

 

$50,863

 

$600,595

 

$4,158,597

 

$1,523,847

 

$6,333,902

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

Software

 

Patents and royalty fees

 

Others

 

Total

As of January 1, 2012

 

$50,863

 

$355,029

 

$964,583

 

$1,186,389

 

$2,556,864

Additions

 

-

 

324

 

1,344,681

 

189,489

 

1,534,494

Disposals

 

-

 

(19,039)

 

-

 

(135,196)

 

(154,235)

Reclassification

 

-

 

146,099

 

-

 

-

 

146,099

Disposals of subsidiaries

 

-

 

(3,641)

 

-

 

-

 

(3,641)

Exchange effect

 

-

 

(4,795)

 

(3,303)

 

(57)

 

(8,155)

As of June 30, 2012

 

$50,863

 

$473,977

 

$2,305,961

 

$1,240,625

 

$4,071,426

 

 

 

 

57


 

 

 

Accumulated amortization and impairment

 

 

 

Goodwill

 

Software

 

Patents and royalty fees

 

Others

 

Total

As of January 1, 2013

 

$-

 

$271,197

 

$404,416

 

$781,104

 

$1,456,717

Amortization

 

-

 

69,052

 

145,581

 

185,407

 

400,040

Disposals

 

-

 

(99,082)

 

-

 

(372,180)

 

(471,262)

Reclassification

 

-

 

-

 

-

 

86,759

 

86,759

Acquisitions of subsidiaries

 

-

 

136,135

 

4,356

 

-

 

140,491

Exchange effect

 

-

 

(4,384)

 

931

 

(119)

 

(3,572)

As of June 30, 2013

 

$-

 

$372,918

 

$555,284

 

$680,971

 

$1,609,173

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

Software

 

Patents and royalty fees

 

Others

 

Total

As of January 1, 2012

 

$-

 

$204,563

 

$234,553

 

$633,967

 

$1,073,083

Amortization

 

-

 

54,507

 

48,451

 

184,764

 

287,722

Disposals

 

-

 

(19,039)

 

-

 

(135,196)

 

(154,235)

Disposals of subsidiaries

 

-

 

(3,178)

 

-

 

-

 

(3,178)

Exchange effect

 

-

 

(4,345)

 

(754)

 

(27)

 

(5,126)

As of June 30, 2012

 

$-

 

$232,508

 

$282,250

 

$683,508

 

$1,198,266

 

The amortization amounts of intangible assets are as follows:

 

 

 

For the three-month periods ended

June 30,

 

 

2013

 

2012

Operating Cost

 

$100,493

 

$43,558

Operating Expense

 

$152,200

 

$110,395

 

 

 

For the six-month periods ended

June 30,

 

 

2013

 

2012

Operating Cost

 

$184,374

 

$84,262

Operating Expense

 

$215,666

 

$203,460

 

The carrying amounts of significant technology license fees and royalty fees obtained by the Company were NT$2,840 million, NT$1,277 million and NT$1,345 million as of June 30, 2013, December 31, 2012 and June 30, 2012, respectively.  The remaining amortization periods were 9~10 years, 10 years and 10 years, respectively.

 

 

58


 

 

 

(10)  SHORT TERM LOANS

 

 

 

As of

 

 

June 30,
2013

 

December 31,
2012

 

June 30,
2012

 

January 1,
2012

Unsecured bank loans

 

$4,591,402

 

$5,772,615

 

$6,339,366

 

$9,411,877

 

 

 

For the six-month periods ended

June 30,

 

 

2013

 

2012

Interest rates applied

 

0.82%~4.38%

 

0.69%~2.82%

 

The Company’s unused short-term lines of credits amounted to NT$17,628 million, NT$18,293 million, NT$17,916 million and NT$19,609 million as of June 30, 2013, December 31, 2012, June 30, 2012 and January 1, 2012, respectively.

 

(11)  FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS, CURRENT

 

 

 

As of

 

 

June 30,

2013

 

December 31,
2012

 

June 30,

2012

 

January 1,
2012

Derivatives embedded in exchangeable bonds

 

$277,264

 

$767,605

 

$724,298

 

$741,531

 

(12)  BONDS PAYABLE

 

 

 

As of

 

 

June 30,

2013

 

December 31,
2012

 

June 30,

2012

 

January 1,
2012

Unsecured convertible bonds payable

 

$12,192,996

 

$12,278,461

 

$12,420,903

 

$12,420,903

Unsecured exchangeable bonds payable

 

3,822,118

 

4,651,323

 

6,046,298

 

6,125,110

Unsecured domestic bonds payable

 

20,000,000

 

10,000,000

 

10,000,000

 

-

Less: Discounts on bonds payable

 

(526,918)

 

(705,431)

 

(982,796)

 

(1,141,225)

Total

 

35,488,196

 

26,224,353

 

27,484,405

 

17,404,788

Less: Current or exchangeable portion due within one year

 

(15,510,628)

 

(4,292,160)

 

(5,463,833)

 

(5,420,384)

Net

 

$19,977,568

 

$21,932,193

 

$22,020,572

 

$11,984,404

 

 

59


 

 

 

A.  On December 2, 2009, UMC issued SGX-ST listed zero coupon exchangeable bonds.  The terms and conditions of the bonds are as follows:

 

a.   Issue Amount: US$127.2 million

 

b.   Period: December 2, 2009 ~ December 2, 2014 (Maturity date)

 

c.   Redemption:

i.    UMC may redeem the bonds, in whole or in part, after 12 months of the issuance and prior to the maturity date, at the principal amount of the bonds with an interest calculated at the rate of -0.5% per annum (the Early Redemption Price) if the closing price of the ordinary shares of Unimicron Technology Corporation (Unimicron) on the TSE, translated into US dollars at the prevailing exchange rate, for a period of 20 consecutive trading days, the last of which occurs not more than 10 days prior to the date upon which notice of such redemption is published, is at least 130% of the exchange price then in effect translated into US dollars at the rate of NTD 32.197=USD 1.00.

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

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

iv.  All, or any portion, of the bonds will be redeemable in US dollars at the option of bondholders on December 2, 2011 at 99% of the principal amount.

v.   Bondholders have the right to require UMC to redeem all or any portion of the bonds at the Early Redemption Price if the ordinary shares of the exchanged securities are officially delisted on the TSE for a period of five consecutive trading days.

vi.  In the event that a change of control as defined in the indenture of the bonds occurs to UMC or Unimicron, the bondholders shall have the right to require UMC to redeem the bonds, in whole or in part, at the Early Redemption Price.

 

 

 

 

60


 

 

 

d.   Terms of Exchange

i.    Underlying Securities: Ordinary shares of Unimicron

ii.   Exchange Period: The bonds are exchangeable at any time on or after January 1, 2010 and prior to November 22, 2014, into Unimicron ordinary shares; provided, however, that if the exercise date falls within 5 business days from the beginning of, and during, any closed period, the right of the exchanging holder of the bonds to vote with respect to the shares it receives will be subject to certain restrictions.

iii.  Exchange Price and Adjustment: The exchange price was originally NT$51.1875 per share, determined on the basis of a fixed exchange rate of NTD 32.197=USD 1.00.  The exchange price will be subject to adjustments upon the occurrence of certain events set out in the indenture.  The exchange price is NT$45.0059 per share on June 30, 2013.

 

e.   Redemption on the Maturity Date: On the maturity date, UMC will redeem the bonds at 97.53% of the principal amount unless, prior to such date:

i.    UMC shall have redeemed the bonds at the option of UMC, or the bonds shall have been redeemed at option of the bondholder;

ii.   The bondholders shall have exercised the exchange right before maturity; or

iii.  The bonds shall have been redeemed or purchased by UMC and cancelled.

 

B.  On December 2, 2009, UMC issued SGX-ST listed zero coupon exchangeable bonds.  The terms and conditions of the bonds are as follows:

 

a.   Issue Amount: US$80 million

 

b.   Period: December 2, 2009 ~ December 2, 2014 (Maturity date)

 

c.   Redemption:

i.    UMC may redeem the bonds, in whole or in part, after 12 months of the issuance and prior to the maturity date, at the principal amount of the bonds with an interest calculated at the rate of -0.5% per annum (the Early Redemption Price) if the closing price of the ordinary shares of Novatek Microelectronics Corp., Ltd. (Novatek) on the TSE, translated into US dollars at the prevailing exchange rate, for a period of 20 consecutive trading days, the last of which occurs not more than 10 days prior to the date upon which notice of such redemption is published, is at least 130% of the exchange price then in effect translated into US dollars at the rate of NTD 32.197=USD 1.00.

 

 

61


 

 

 

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

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

iv.  All, or any portion, of the bonds will be redeemable in US dollars at the option of bondholders on December 2, 2011 at 99% of the principal amount.

v.   Bondholders have the right to require UMC to redeem all or any portion of the bonds at the Early Redemption Price if the ordinary shares of the exchanged securities are officially delisted on the TSE for a period of five consecutive trading days.

vi.  In the event that a change of control as defined in the indenture of the bonds occurs to UMC or Novatek, the bondholders shall have the right to require UMC to redeem the bonds, in whole or in part, at the Early Redemption Price.

 

d.   Terms of Exchange

i.    Underlying Securities: Ordinary shares of Novatek

ii.   Exchange Period: The bonds are exchangeable at any time on or after January 1, 2010 and prior to November 22, 2014, into Novatek ordinary shares; provided, however, that if the exercise date falls within 5 business days from the beginning of, and during, any closed period, the right of the exchanging holder of the bonds to vote with respect to the shares it receives will be subject to certain restrictions.

iii.  Exchange Price and Adjustment: The exchange price was originally NT$108.58 per share, determined on the basis of a fixed exchange rate of NTD 32.197=USD 1.00.  The exchange price will be subject to adjustments upon the occurrence of certain events set out in the indenture.  The exchange price is NTD 91.1045 per share on June 30, 2013.

 

e.   Exchange of the Bonds

As of June 30, 2013 and 2012, certain bondholders have exercised their rights to exchange their bonds with the total principal amount of US$77 million and US$0 into Novatek shares.  Gains arising from the exercise of exchange rights during the three-month periods and six-month periods ended June 30, 2013 and 2012 amounted NT$209 million, NT$0, NT$1,137 million and NT$0 were recognized as other gains and losses.

 

 

62


 

 

 

f.    Redemption on the Maturity Date: On the maturity date, UMC will redeem the bonds at 97.53% of the principal amount unless, prior to such date:

i.    UMC shall have redeemed the bonds at the option of UMC, or the bonds shall have been redeemed at option of the bondholder;

ii.   The bondholders shall have exercised the exchange right before maturity; or

iii.  The bonds shall have been redeemed or purchased by UMC and cancelled.

 

C.  On May 24, 2011, UMC issued SGX-ST listed currency linked zero coupon convertible bonds.  The terms and conditions of the bonds are as follows:

 

a    Issue Amount: US$500 million

 

b.   Period: May 24, 2011 ~ May 24, 2016 (Maturity date)

 

c.   Redemption:

i.    UMC may redeem the bonds, in whole or in part, after 3 years of the issuance and prior to the maturity date, at the principal amount of the bonds with an interest calculated at the rate of -0.25% per annum (the Early Redemption Amount) if the closing price of UMC’s ADS on the New York Stock Exchange, for a period of 20 out of 30 consecutive ADS trading days, the last of which occurs not more than 5 ADS trading days prior to the date upon which notice of such redemption is published, is at least 130% of the conversion price.  The Early Redemption Price will be converted into NTD based on the Fixed Exchange Rate (NTD 28.846=USD 1.00), and this fixed NTD amount will be converted using the prevailing rate at the time of redemption for payment in USD.

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

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

iv.  All or any portion of the bonds will be redeemable in at Early Redemption Amount at the option of bondholders on May 24, 2014 at 99.25% of the principal amount.

v.   Bondholders have the right to require UMC to redeem all of the bonds at the Early Redemption Amount if UMC’s ADS cease to be listed or admitted for trading on the New York Stock Exchange, or UMC’s ordinary shares cease to be listed on the Taiwan Stock Exchange.

 

 

63


 

 

 

vi.  In the event that a change of control as defined in the indenture of the bonds occurs to UMC, the bondholders shall have the right to require UMC to redeem the bonds, in whole but not in part, at the Early Redemption Amount.

 

d.   Terms of Conversion

i.    Underlying Securities: ADS of UMC

ii.   Conversion Period: The bonds are convertible at any time on or after July 4, 2011 and prior to May 14, 2016, into UMC’s ADS; provided, however, that if the exercise date falls within 8 business days from the beginning of, and during, any closed period, the right of the converting holder of the bonds to vote with respect to the ADS it receives will be subject to certain restrictions.

iii.  Conversion Price and adjustment: The conversion price was originally USD 3.77 per ADS, determined on the basis of a Fixed Exchange Rate of NTD 28.846=USD 1.00.  The conversion price will be subject to adjustments upon the occurrence of certain events set out in the indenture.  The conversion price is USD 3.3402 per ADS on June 30, 2013.

 

e.   Redemption on the Maturity Date: On the maturity date, UMC will redeem the bonds at 98.76% of the principal amount unless, prior to such date:

i.    UMC shall have redeemed the bonds at the option of UMC, or the bonds shall have been redeemed at option of the bondholder;

ii.   The bondholders shall have exercised the conversion right before maturity; or

iii.  The bonds shall have been redeemed or repurchased by UMC and cancelled.

 

In accordance with IAS 32, the value of the conversion right of the convertible bonds was determined at issuance and recognized in additional paid-in capital – stock options amounting to NT$680 million, excluding issuance costs allocated to additional paid-in capital – stock options amounting to NT$3 million.  The effective interest rate on the liability component of the convertible bonds was determined to be 0.82%.

 

D.  In early June, 2012, UMC issued a five-year and a seven-year domestic unsecured corporate bonds amounting to NT$10,000 million, with a face value of NT$1 million per unit.  The five-year domestic unsecured corporate bond was issued in the amount of NT$7,500 million.  Interest will be paid annually at 1.43%, and the principal will be repayable in June 2017 upon maturity.  The seven-year domestic unsecured corporate bond was issued in the amount of NT$2,500 million.  Interest will be paid annually at 1.63%, and the principal will be repayable in June 2019 upon maturity

 

 

64


 

 

 

E.   In mid-March, 2013, UMC issued five-year and seven-year domestic unsecured corporate bonds amounting to NT$10,000 million, with a face value of NT$1 million per unit.  The five-year domestic unsecured corporate bond was issued in the amount of NT$7,500 million.  Interest will be paid annually at 1.35%, and the principal will be repayable in March 2018 upon maturity.  The seven-year domestic unsecured corporate bond was issued in the amount of NT$2,500 million.  Interest will be paid annually at 1.50%, and the principal will be repayable in March 2020 upon maturity.

 

F.   Repayments  of the above-mentioned bonds in the future year are as follows:

 

Bonds repayable (Year)

 

 

Amount

2013

 

$96,651

2014

 

3,725,467

2016

 

12,192,996

2017

 

7,500,000

2018 and thereafter

 

12,500,000

Total

 

$36,015,114

 

(13)  LONG TERM LOAN

 

a.   Details of long-term loans as of June 30, 2013 and December 31, 2012 are as follows

 

 

 

As of

 

 

Lenders

 

June 30, 2013

 

December 31, 2012

 

Redemption

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

 

$-

 

$233,333

 

Repayable quarterly from March 30, 2011 to December 30, 2013 and interest is paid monthly.

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

 

1,167,693

 

1,347,338

 

Effective July 13, 2011 to July 13, 2016. Interest-only payment for the first year. Principal is repaid by 16 quarterly payments with interest payments due monthly.

Secured Long-Term Loan from First Commercial Bank (1)

 

387,500

 

542,500

 

Effective December 31, 2010 to December 31, 2015. Interest-only payment for the first year. Principal is repaid by 8 semiannually payments with interest payments due monthly.

 

 

65


 

 

 

 

As of

 

 

Lenders

 

June 30, 2013

 

December 31, 2012

 

Redemption

Secured Long-Term Loan from First Commercial Bank (2)

 

$150,000

 

$175,000

 

Effective June 24, 2011 to June 24, 2016. Interest-only payment for the first year. Principal is repaid by 8 semiannually payments with interest payments due monthly.

Secured Long-Term Loan from First Commercial Bank (3)

 

200,000

 

200,000

 

Bullet repayment on May 16, 2014 and interest is paid monthly.

Secured Long-Term Loan from First Commercial Bank (4)

 

400,000

 

400,000

 

Bullet repayment on June 27, 2014 and interest is paid monthly.

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

 

739,764

 

924,705

 

Repayable quarterly from June 30, 2012 to June 30, 2016 and interest is paid monthly.

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

 

124,190

 

58,853

 

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

Secured Long-Term Loan from Taiwan Cooperative Bank

 

140,235

 

149,000

 

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

Secured Syndicated Loans from Bank of Taiwan and 7 others (1)

 

-

 

1,385,000

 

Repayable semiannually from February 10, 2012 to August 10, 2013 and interest is paid monthly.

Secured Syndicated Loans from Bank of Taiwan and 7 others (2)

 

1,385,000

 

-

 

Repayable semiannually from February 7, 2015 to February 7, 2016 and interest is paid monthly.

Secured Syndicated Loans from Taiwan Cooperative Bank and 5 others

 

600,000

 

750,000

 

Repayable semiannually from October 25, 2010 to April 25, 2015 and interest is paid monthly.

 

 

66


 

 

 

 

 

As of

 

 

Lenders

 

June 30, 2013

 

December 31, 2012

 

Redemption

Unsecured Long-Term Loan from Bank of Taiwan

 

$600,000

 

$400,000

 

Repayable quarterly from October 31, 2015 to July 31, 2017 and interest is paid monthly.

Unsecured Long-Term Loan from Mega International Commercial Bank

 

3,076,923

 

3,692,308

 

Repayable quarterly from December 28, 2012 to December 28, 2015 and interest is paid monthly.

Unsecured Long-Term Loan from First Commercial Bank (1)

 

-

 

12,500

 

Repayable quarterly from May 22, 2011 to February 22, 2013 and interest is paid monthly.

Unsecured Long-Term Loan from First Commercial Bank (2)

 

-

 

50,000

 

Repayable quarterly from September 30, 2011 to June 30, 2013 and interest is paid monthly.

Unsecured Long-Term Loan from E. Sun Bank

 

300,000

 

300,000

 

Repayable quarterly from December 24, 2015 to December 24, 2017 and interest is paid monthly.

Unsecured Revolving Loan from China Trust Commercial Bank (Note A)

 

1,000,000

 

2,500,000

 

Settlement due on August 30, 2016 and interest is paid monthly.

Unsecured Revolving Loan from Chang Hwa Commercial Bank (Note B)

 

1,000,000

 

1,000,000

 

Settlement due on December 29, 2016 and interest is paid monthly.

Unsecured Long-Term Loan from Taiwan Cooperative Bank

 

300,000

 

300,000

 

Repayable quarterly from March 24, 2016 to December 24, 2017 and interest is paid monthly.

Unsecured Long- Term Loan from Taishin Bank

 

400,000

 

400,000

 

Bullet Repayment on August 25, 2013 and interest is paid monthly.

Subtotal

 

11,971,305

 

14,820,537

 

 

Less: Administrative expenses from syndicated loans

 

(5,366)

 

(3,071)

 

 

Less: Current portion

 

(3,405,928)

 

(4,594,846)

 

 

Total

 

$8,560,011

 

$10,222,620

 

 

 

 

 

 

 

For the six-month period

ended June 30, 2013

 

 

Interest Rates

1.25%~2.51%

 

 

 

 

67


 

 

 

b.   Details of long-term loans as of June 30, 2012 and January 1, 2012 are as follows

 

 

As of

 

Lender

June 30, 2012

January 1, 2012

 

Redemption

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

$350,000

$466,667

Repayable quarterly from March 30, 2011 to December 30, 2013 and interest is paid monthly.

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

1,437,160

1,437,160

Effective July 13, 2011 to July 13, 2016. Interest-only payment for the first year. Principal is repaid by 16 quarterly payments with interest payments due monthly.

Secured Long-Term Loan from First Commercial Bank (1)

542,500

620,000

Effective December 31, 2010 to December 31, 2015. Interest-only payment for the first year. Principal is repaid by 8 semiannually payments with interest payments due monthly.

Secured Long-Term Loan from First Commercial Bank (2)

200,000

200,000

Effective June 24, 2011 to June 24, 2016. Interest-only payment for the first year. Principal is repaid by 8 semiannually payments with interest payments due monthly.

Secured Long-Term Loan from First Commercial Bank (3)

200,000

200,000

Bullet repayment on May 16, 2014 and interest is paid monthly.

Secured Long-Term Loan from First Commercial Bank (4)

400,000

400,000

Bullet repayment on June 27, 2014 and interest is paid monthly.

Secured Long-Term Loan from Mega International Commercial Bank

986,352

944,000

Repayable quarterly from June 30, 2012 to June 30, 2016 and interest is paid monthly.

Secured Syndicated Loans from Bank of Taiwan and 7 others

2,077,500

2,770,000

Repayable semiannually from February 10, 2012 to August 10, 2013 and interest is paid monthly.

Secured Syndicated Loans from Taiwan Cooperative Bank and 5 others

900,000

1,050,000

Repayable semiannually from October 25, 2010 to April 25, 2015 and interest is paid monthly.

 

 

68


 

 

 

b.   Details of long-term loans as of June 30, 2012 and January 1, 2012 are as follows

 

 

As of

 

Lender

June 30, 2012

January 1, 2012

 

Redemption

Unsecured Long-Term Loan from Mega International Commercial Bank

$4,000,000

$1,000,000

Repayable quarterly from December 28, 2012 to December 28, 2015 and interest is paid monthly.

Unsecured Long-Term Loan from First Commercial Bank (1)

37,500

62,500

Repayable quarterly from May 22, 2011 to February 22, 2013 and interest is paid monthly.

Unsecured Long-Term Loan from First Commercial Bank (2)

 

100,000

150,000

Repayable quarterly from September 30, 2011 to June 30, 2013 and interest is paid monthly.

Unsecured Revolving Loan from China Trust Commercial Bank (Note A)

1,500,000

 

1,500,000

Settlement due on August 30, 2016 and interest is paid monthly.

Unsecured Revolving Loan from Chang Hwa Commercial Bank (Note B)

1,000,000

500,000

Settlement due on December 29, 2016 and interest is paid monthly.

Secured Long-Term Loan from Taiwan Cooperative Bank

60,000

-

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

Unsecured Long- Term Loan from Taishin Bank

400,000

400,000

Bullet Repayment on August 25, 2013 and interest is paid monthly.

Subtotal

14,191,012

11,700,327

 

Less: Administrative expenses from syndicated loans

(5,374)

(7,678)

 

Less: Current portion

(3,703,495)

(2,581,667)

 

Total

$10,482,143

$9,110,982

 

 

 

 

 

 

For the six-month period ended June 30, 2012

 

Interest Rates

1.24%~2.37%

 

 

 

69


 

 

 

Note A:  UMC entered into a 5-year loan agreement with China Trust Commercial Bank, effective August 30, 2011.  The agreement offered UMC a revolving line of credit of NT$2.5 billion starting from the first time use of the loan to the expiry date of the agreement, August 30, 2016.  As of June 30, 2013, December 31, 2012, June 30, 2012 and January 1, 2012, the unused line of credit was NT$1.5 billion, NT$0, NT$1 billion and NT$1 billion, respectively.

 

Note B:  UMC entered into a 5-year loan agreement with Chang Hwa Commercial Bank, effective December 29, 2011.  The agreement offered UMC a revolving line of credit of NT$3 billion starting from the first time use of the loan to the expiry date of the agreement, December 29, 2016.  As of June 30, 2013, December 31, 2012, June 30, 2012 and January 1, 2012, the unused line of credit was NT$2 billion, NT$2 billion, NT$2 billion and NT$2.5 billion, respectively.

 

c.   The long-term loans of the Company will be repaid by installments with the last payment on December 24, 2017.  Repayments in the coming years are as follows:

 

 

 

As of

Long-Term Loans repayable (Year)

 

June 30

2013

 

December 31,
2012

 

June 30

2012

 

January 1,
2012

2012

 

$-

 

$-

 

$1,657,476

 

$2,581,667

2013

 

1,602,964

 

4,594,846

 

4,433,069

 

3,474,933

2014

 

3,005,927

 

2,990,554

 

2,955,765

 

1,994,100

2015

 

2,918,261

 

2,323,887

 

2,205,765

 

1,244,100

2016

 

3,896,375

 

4,450,001

 

2,931,879

 

2,405,527

2017

 

547,778

 

461,249

 

7,085

 

-

Total

 

$11,971,305

 

$14,820,537

 

$14,191,012

 

$11,700,327

 

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

 

 

 

 

 

70


 

 

 

(14)  POST-EMPLOYMENT BENEFITS

 

a.   Defined contribution plan

The Labor Pension Act of the R.O.C. (the Act) which became effective on July 1, 2005 is a defined contribution plan.  Employees can elect to continue to be applied the relevant pension rules under the Labor Standards Law of the R.O.C., or to be applied to the pension rules and maintain the seniority achieved under the Labor Standards Act.  Under the Act, the monthly contributions percentage shall not be less than 6% of these employees’ monthly wages.  The Company and its domestic subsidiaries have made monthly contributions of 6% based on each individual employee’s salary or wage to employees’ pension accounts beginning July 1, 2005.  Based on the Act, total of NT$137 million, NT$126 million, NT$271 million and NT$250 million were contributed by the Company for the three-month periods and six-month periods ended June 30, 2013 and 2012, respectively.  Pension benefits for employees of the Singapore branch, and other subsidiaries overseas were provided in accordance with the local regulations, and during the  three-month periods and six-month periods ended June 30, 2013 and 2012, the Company made total contributions of NT$103 million, NT$49 million, NT$181 million and NT$96 million, respectively.

 

b.   Defined benefit plan

The employee pension plan mandated by the Labor Standard Act of the R.O.C. is a defined benefit plan.  The pension benefits are disbursed based on the units of service years and the average salary in the last month of the service year.  Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year.  The total units shall not exceed 45 units.  Under the Labor Standards Act, the Company contributes an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of an administered pension fund committee.  The Company made total contributions of NT$27 million, NT$43 million, NT$71 million and NT$84 million for the three-month periods and six-month periods ended June 30, 2013 and 2012, respectively.

 

c.   Please refer to the Company’s consolidated financial statements for the three-month periods ended March 31, 2013 and 2012 for the disclosure of defined benefit plan for the year ended December 31, 2012.

 

 

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(15)  EQUITY 

 

a.   Capital Stock:

 

i.    UMC had 26,000 million common shares and 26,000 million common shares authorized to be issued as of June 30, 2012 and January 1, 2012, respectively, and 12,938 million shares and 13,084 million shares were issued as of June 30, 2012 and January 1, 2012 respectively, each at a par value of NT$10.

 

ii.   UMC had issued 229 million ADSs and 230 million ADSs, which were traded on the NYSE as of June 30, 2012 and January 1, 2012, respectively.  The total number of common shares of UMC represented by all issued ADSs were 1,147 million shares and 1,148 million shares as of June 30, 2012 and January 1, 2012, respectively.  One ADS represents five common shares.

 

iii.  On March 14, 2012, the Company cancelled 158 million shares of treasury stock, which were repurchased during the periods from January 7 to February 16, 2009, for the purpose of transferring to employees.

 

iv.  Among the employee stock options issued by UMC on June 19, 2009, 11 million options were exercised during the six-month period ended June 30, 2012.  The issuance process was completed through the authority as of June 30, 2012.

 

v.   UMC had 26,000 million common shares and 26,000 million common shares authorized to be issued as of June 30, 2013 and December 31, 2012, respectively, and 12,654 million shares and 12,952 million shares were issued as of June 30, 2013 and December 31, 2012 respectively, each at a par value of NT$10.

 

vi.  UMC had issued 225 million ADSs and 230 million ADSs, which were traded on the NYSE as of June 30, 2013 and December 31, 2012, respectively.  The total number of common shares of UMC represented by all issued ADSs were 1,125 million shares and 1,148 million shares as of June 30, 2013 and December 31, 2012, respectively.  One ADS represents five common shares.

 

vii. On April 24, 2013, UMC cancelled 300 million shares of treasury stock, which

were repurchased during the periods from February 4 to March 22, 2010, for the

purpose of transferring to employees.

 

viii. Among the employee stock options issued by UMC on June 19, 2009, 2 million options were exercised during the six-month period ended June 30, 2013. The issuance process was completed through the authority as of June 30, 2013. 

 

 

72


 

 

 

b.   Treasury stock:

 

i.    The Company carried out treasury stock program, and repurchased its shares from the centralized securities exchange market.  The purpose for repurchase, and changes in treasury stock during the six-month periods ended June 30, 2013 and 2012 are as follows:

 

For the six-month period ended June 30, 2013

(In thousands of shares)

 

 

Purpose

 

As of

January 1, 2013

 

 

Increase

 

 

Decrease

 

As of

June 30, 2013

For transfer to employees

 

300,000

 

200,000

 

300,000

 

200,000

 

For the six-month period ended June 30, 2012

(In thousands of shares)

 

 

Purpose

 

As of

January 1, 2012

 

 

Increase

 

 

Decrease

 

As of

June 30, 2012

For transfer to employees

 

457,934

 

-

 

157,934

 

300,000

 

ii.   According to the Securities and Exchange Law of the R.O.C., the total shares of treasury stock shall not exceed 10% of UMC’s issued stock, and the total purchase amount shall not exceed the sum of the retained earnings, additional paid-in capital-premiums and realized additional paid-in capital.  As such, the maximum number of shares of treasury stock that UMC could hold as of June 30, 2013 and 2012, were 1,265 million shares and 1,294 million shares, while the ceiling amounts were NT$72,054 million and NT$68,707 million, respectively.

 

iii.  In compliance with Securities and Exchange Law of the R.O.C., treasury stock should not be pledged, nor should it be entitled to voting rights or receiving dividends.  Stock held by subsidiaries is treated as treasury stock.  These subsidiaries have the same rights as other stockholders except for subscription to new stock issuance and voting rights.

 

iv.  As of June 30, 2013, UMC’s subsidiary, FORTUNE VENTURE CAPITAL CORP., held 16 million shares of UMC’s stock, with a book value of NT$14.50 per share.  The closing price on June 30, 2013 was NT$14.50.

 

As of June 30, 2012, UMC’s subsidiary, FORTUNE VENTURE CAPITAL CORP., held 16 million shares of UMC’s stock, with a book value of NT$12.90 per share.  The closing price on June 30, 2012 was NT$12.90.

 

 

73


 

 

 

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 all taxes and dues;

ii.   Offset prior years’ operation losses;

iii.  Set aside 10% of the remaining amount after deducting items (i) and (ii) as a legal reserve;

iv.  Set aside or reverse  special reserve in accordance with relevant laws or regulations, and

v.   Set aside 0.1% of the remaining amount after deducting items (i), (ii), (iii) and (iv) as directors’ remuneration; and

vi.  After deducting  items (i), (ii), (iii) and (iv) above from the current year’s earnings, no less than 5% of the remaining amount together with the prior years’ unappropriated earnings is to be allocated as employee bonus, which will be settled through issuance of new shares of UMC, or cash.  Employees of UMC’s subsidiaries, meeting certain requirements determined by the Board of Directors, are also eligible for the employee stock bonus.

vii. The distribution  of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the stockholders’ meeting.

 

The policy for dividend distribution should reflect factors such as the current and future investment environment, fund requirements, domestic and international competition and capital budgets; as well as the benefit of stockholders, stock dividend equilibrium, and long-term financial planning.  The Board of Directors shall make the distribution proposal annually and present it at the stockholders’ meeting.  UMC’s Articles of Incorporation further provide that no more than 80% of the dividends to stockholders, if any, may be paid in the form of stock dividends.  Accordingly, at least 20% of the dividends must be paid in the form of cash.

 

According to the regulation of Taiwan FSC, UMC is required to appropriate a special reserve in the amount equal to the sum of debit elements under stockholders’ equity, such as unrealized loss on financial instruments and negative cumulative translation adjustment, at every year-end.  Such special reserve is prohibited from distribution.  However, if any of the debit elements is reversed, the special reserve in the amount equal to the reversal may be released for earnings distribution or offsetting accumulated deficit.

 

 

74


 

 

 

The Company estimated the amounts of the employee bonuses and remunerations to director for the six-month periods ended June 30, 2013 and 2012.  The Board of Directors estimated the amount by taking into consideration of UMC’s Articles of Incorporation, government regulations and industry average.  The estimated employee bonus and remunerations to directors are recognized in the profit or loss for the current period.  If the board subsequently modified the estimates significantly, UMC will recognize the change as an adjustment in the profit or loss for the current period.  The difference between the estimation and the resolution of the stockholders’ meeting will be recognized in profit or loss of the subsequent year.  Upon stockholders’ approval, the number of shares distributed as share dividends is calculated based on the total approved bonus amount divided by the closing price one day prior to the approved date and considered the impacts of ex-right/ex-dividend.  Information on the above mentioned employees bonuses and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TSE.

 

The distributions of cash dividend, employee bonus and directors’ remuneration for 2012 and 2011 were approved through the stockholders’ meeting held on June 11, 2013 and June 12, 2012, respectively.  The details of distribution are as follows:

 

 

 

2012

 

2011

Cash Dividend

 

NT$0.40 per share

 

NT$0.50 per share

Employee bonus – Cash (in thousand NT$)

 

1,040,179

 

1,618,217

Directors’ remuneration (in thousand NT$)

 

6,950

 

9,303

 

The aforementioned 2012 and 2011 employee bonuses and remuneration to directors approved during stockholders’ meeting, were consistent with the resolutions of meeting of Board of Directors held on March 13, 2013 and March 14, 2012.

 

The aforementioned cash dividend for 2012 was adjusted to NT$0.40639654 per share due to the decrease in outstanding common stock as a result of newly issued shares to settle employee stock options exercised and the outstanding shares that the Company bought back from the market. The distribution was approved through the Board of Directors’ meeting held on June 19, 2013.

 

The aforementioned cash dividend for 2011 was adjusted to NT$0.49980232 per share due to the increase in outstanding common stock as a result of newly issued shares to settle employee stock options exercised.  The distribution was approved through the Board of Directors’ meeting held on June 20, 2012.

 

 

75


 

 

 

d.   Non-controlling interests:

 

 

 

For the six-month periods ended

June 30,

 

 

2013

 

2012

Balance as of January 1

 

$2,571,139

 

$4,387,876

Attributable to non-controlling interests:

 

 

 

 

Net loss

 

(252,838)

 

(537,998)

Other comprehensive income

 

17,933

 

(4,908)

Acquisition of subsidiaries

 

(533,904)

 

16,140

Increase (Decrease) in non-controlling interests

 

2,862,881

 

(31,823)

Balance as of June 30

 

$4,665,211

 

$3,829,287

 

(16)  EMPLOYEE STOCK OPTIONS

 

On December 22, 2005, October 9, 2007 and May 12, 2009, the Company was authorized by the Securities and Futures Bureau of the Financial Supervisory Commission, Executive Yuan, to issue employee stock options with a total number of 350 million, 500 million and 500 million units, respectively.  Each unit entitles an optionee to subscribe to 1 share of the Company’s common stock.  Settlement upon the exercise of the options will be made through the issuance of new shares by the Company.  The exercise price of the options was set at the closing price of the Company’s common stock on the date of grant.  The contractual life is 6 years and an optionee may exercise the options in accordance with certain schedules as prescribed by the plan after 2 years from the date of grant.  Detailed information relevant to the employee stock options is disclosed as follows:

 

 

 

Date of grant

Total number of options granted

(in thousands)

Total number of options outstanding

(in thousands)

Shares available to option holders

(in thousands) (Note)

Exercise price

(NT$) (Note)

January 4, 2006

39,290

-

-

$23.17

May 22, 2006

42,058

-

-

$25.19

August 24, 2006

28,140

-

-

$24.09

December 13, 2007

500,000

330,684

330,684

$18.03

June 19, 2009

300,000

129,394

129,394

$10.40

Total

909,488

460,078

460,078

 

 

 

76


 

 

 

Note:  The employee stock options granted prior to August 7, 2007, the effective date of capital reduction, were adjusted in accordance with the capital reduction rate.  Each option unit entitles an optionee to subscribe for about 0.7 share of the Company’s common stock.  The exercise price of the options is also adjusted according to capital reduction rate.  The number of shares that each stock option granted after August 7, 2007 remains to be 1.

 

a.   A summary of the Company’s stock option plan and related information for the six-month periods ended June 30, 2013 and 2012 is as follows:

 

 

For the six-month periods ended June 30

 

2013

2012

 

 

 

Options

(in thousands)

 

 

Shares available to option holders (in thousands)

 

Weighted-

average Exercise Price per share

(NTD)

 

 

Options

(in thousands)

 

 

Shares available to option holders (in thousands)

 

Weighted-

average Exercise Price per share

(NTD)

Outstanding at beginning of period

465,006

465,006

 

$15.86

560,526

l           

547,724

 

$16.09

Exercised

(2,008)

(2,008)

 

$10.40

(11,345)

l           

(11,345)

 

$10.40

Forfeited

(2,920)

(2,920)

 

$15.55

(8,749)

l           

(8,490)

 

$16.35

Expired

-

-

 

$-

(30,963)

 

(21,586)

 

$24.37

Outstanding at end of period

460,078

460,078

 

$15.88

509,469

 

506,303

 

$15.86

 

 

 

 

 

 

 

 

 

 

Exercisable at end of period

449,088

449,088

 

$15.92

435,799

 

432,786

 

$16.67

 

b.   The information on the Company’s outstanding stock options as of June 30, 2013 is as follows:

 

 

 

 

 

Outstanding Stock Options

 

Exercisable Stock Options

Authorization

Date

Range of Exercise Price

(NTD)

 

 

 

 

Options

(in thousands)

 

Shares available to option holders (in thousands)

 

 

Weighted- average Expected

Remaining Years

 

Weighted- average Exercise Price per share

(NTD)

 

 

 

 

Options

(in thousands)

 

Shares available to option holders (in thousands)

 

Weighted- average Exercise Price per share

(NTD)

l         2007.10.09 

$18.03

l           

330,684

 

330,684

 

0.45

 

$18.03

 

325,038

 

325,038

 

$18.03

l         2009.05.12 

$10.40

 

129,394

 

129,394

 

1.97

 

$10.40

 

124,050

 

124,050

 

$10.40

 

 

 

460,078

 

460,078

 

0.88

 

$15.88

 

449,088

 

449,088

 

$15.92

 

 

77


 

 

 

The weighted-average share price at the date of exercise of employee stock options for the six-month periods ended June 30, 2013 and 2012 were NT$11.42 and NT$14.75, respectively.

 

c.   The options granted between January 1, 2004 and December 31, 2007 have all been vested before the transition date to TIFRS (January 1, 2012), and there has not been any modification to the stock option plan.  Effective 2008, the compensation expenses related to the Company’s compensatory employee stock option plan is calculated based on fair value.  The compensation expenses for the three-month periods and six-month periods ended June 30, 2013 and 2012 were NT$19 million, NT$30 million, NT$30 million and NT$55 million, respectively.

 

The fair value of the options outstanding as of June 30, 2013 and 2012 were estimated at the date  of grant  using the Black-Scholes options pricing model with the following weighted-average assumptions.  The factors for the adoption of TIFRS 2 “Share-based Payment” to account for share-based payments were as follows:

 

Items

 

Factors

Expected dividend yields

 

1.98%

Volatility factors of the expected market price of the Company’s common stock

 

40.63%

Risk-free interest rate

 

1.01%

Weighted-average expected life

3.16~5.03 years

 

The aforementioned expected volatility reflects the assumption that the historical volatility over a period similar to the life of the option is indicative of future trends.  The expected option life is based on the historical data of periods for previously granted options.  The expected dividend yield is based historical dividend yield.  The risk-free interest rate is based on average interest rate for Taiwan Government Bond over a period similar to the life of the option.  The estimates used to calculate the fair value of employee stock option cannot predict future events that are likely to occur or the final amounts employees will profit from these options.  In addition, future events will not affect the reasonableness of the initial calculation for fair value for the stock options.  The compensation expenses for the stock options will be adjusted annually for the change in expected forfeiture rates, with the effects recognized in the current period.

 

 

78


 

 

 

(17)  OPERATING COSTS AND EXPENSES

 

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

 

 

 

For the three-month periods ended June 30

 

 

2013

 

2012

 

 

Operating costs

 

Operating expenses

 

 

Total

 

Operating costs

 

Operating expenses

 

Total

Personnel expenses

Salaries

 

$3,220,094

 

$1,307,993

 

$4,528,087

 

$3,161,101

 

$1,223,268

 

$4,384,369

Labor and health insurance

 

178,102

 

70,474

 

248,576

 

193,301

 

63,719

 

257,020

Pension

 

202,464

 

63,678

 

266,142

 

165,705

 

52,664

 

218,369

Other personnel expenses

 

43,156

 

13,079

 

56,235

 

34,256

 

9,666

 

43,922

Depreciation

 

8,906,332

 

536,065

 

9,442,397

 

7,933,537

 

603,120

 

8,536,657

Amortization

 

123,860

 

159,401

 

283,261

 

52,519

 

116,382

 

168,901

 

 

 

For the six-month periods ended June 30

 

 

2013

 

2012

 

 

Operating costs

 

Operating expenses

 

 

Total

 

Operating costs

 

Operating expenses

 

Total

Personnel expenses

Salaries

 

$6,224,977

 

$2,520,439

 

$8,745,416

 

$6,075,168

 

$2,369,973

 

$8,445,141

Labor and health insurance

 

349,880

 

146,067

 

495,947

 

384,521

 

128,642

 

513,163

Pension

 

383,978

 

139,077

 

523,055

 

326,396

 

103,318

 

429,714

Other personnel expenses

 

80,585

 

32,649

 

113,234

 

64,450

 

18,481

 

82,931

Depreciation

 

17,831,557

 

1,048,531

 

18,880,088

 

15,627,321

 

1,218,769

 

16,846,090

Amortization

 

223,889

 

228,692

 

452,581

 

102,341

 

215,203

 

317,544

 

 

 

 

79


 

 

 

(18)  NET OTHER OPERATING INCOME AND EXPENSES

 

 

 

For the three-month periods ended

June 30,

 

 

2013

 

2012

Net rental income (loss) from property

 

$(7,824)

 

$21,877

Gain (Loss) on disposal of property, plant and equipment

 

20,666

 

(7,860)

Impairment loss on property, plant and equipment

 

-

 

(9,881)

Other

 

(23,970)

 

-

Total

 

$(11,128)

 

$4,146

 

 

 

 

 

For the six-month periods ended

June 30,

 

 

2013

 

2012

Net rental income (loss) from property

 

$(12,605)

 

$45,684

Gain (Loss) on disposal of property, plant and equipment

 

5,343

 

2,694

Impairment loss on property, plant and equipment

 

-

 

(9,881)

Other

 

(23,970)

 

-

Total

 

$(31,232)

 

$38,497

 

(19)  NON-OPERATING INCOME AND EXPENSES

 

a.   Other income

 

 

For the three-month periods ended

June 30,

 

 

2013

 

2012

Interest income

 

 

 

 

Bank deposits

 

$63,332

 

$49,883

Others

 

9,870

 

8,213

Dividend income

 

63,322

 

39,557

Total

 

$136,524

 

$97,653

 

 

 

80


 

 

 

 

 

For the six-month periods ended

June 30,

 

 

2013

 

2012

Interest income

 

 

 

 

Bank deposits

 

$108,292

 

$104,440

Others

 

18,888

 

13,563

Dividend income

 

64,208

 

39,557

Total

 

$191,388

 

$157,560

 

b.   Other gains and losses

 

 

For the three-month periods ended June 30

 

 

2013

 

2012

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

 

 

 

 

Designated financial assets and liabilities at fair value through profit or loss

 

$4,728

 

$-

Financial assets and liabilities held for trading

 

-

 

-

Embedded derivative financial liabilities

 

9,002

 

120,220

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

 

 

 

 

Designated financial assets and liabilities at fair value through profit or loss

 

-

 

(1,267)

Financial assets and liabilities held for trading

 

(7,214)

 

(24,573)

Embedded derivative financial liabilities

 

-

 

-

Impairment Loss

 

 

 

 

Available-for-sale financial assets, noncurrent

 

(223,087)

 

(67,876)

Investments accounted for under the equity method

 

-

 

(32,108)

Gain on disposal of investments

 

671,019

 

400,874

Other gains

 

92,812

 

80,655

Other losses

 

(5,475)

 

(2,665)

Total

 

$541,785

 

$473,260

81


 

 

 

 

 

For the six-month periods ended

June 30

 

 

2013

 

2012

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

 

 

 

 

Designated financial assets and liabilities at fair value through profit or loss

 

$5,639

 

$5,431

Financial assets and liabilities held for trading

 

-

 

22,783

Embedded derivative financial liabilities

 

7,148

 

1,154

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

 

 

 

 

Financial assets and liabilities held for trading

 

(14,874)

 

-

Embedded derivative financial liabilities

 

-

 

-

Impairment Loss

 

 

 

 

Available-for-sale financial assets, noncurrent

 

(386,191)

 

(119,981)

Investments accounted for under the equity method

 

-

 

(32,108)

Gain on disposal of investments

 

704,135

 

1,223,819

Other gains

 

271,837

 

232,888

Other losses

 

(48,549)

 

(5,279)

Total

 

$539,145

 

$1,328,707

 

c.   Finance costs

 

 

For the three-month periods ended

June 30,

 

 

2013

 

2012

Interest expenses

 

 

 

 

Bonds payable

 

$98,531

 

$35,966

Bank Loans

 

57,948

 

64,210

Other

 

334

 

(449)

Financial expenses

 

22,819

 

6,439

Total

 

$179,632

 

$106,166

 

 

82


 

 

 

 

 

For the six-month periods ended

June 30,

 

 

2013

 

2012

Interest expenses

 

 

 

 

Bonds payable

 

$166,930

 

$71,066

Bank Loans

 

125,144

 

126,475

Other

 

372

 

394

Financial expenses

 

49,530

 

27,758

Total

 

$341,976

 

$225,693

 

(20)  COMPONENTS OF OTHER COMPREHENSIVE INCOME

 

 

 

For the three-month period ended June 30, 2013

 

 

 

Arising during the period

 

Reclassification adjustments during the period

 

Other comprehensive income, before tax

 

Income tax

expense (profit)

 

Other comprehensive income, net of tax

Exchange differences on translation of foreign operations

 

$368,503

 

$-

 

$368,503

 

$12,952

 

$381,455

Unrealized gain or loss on available-for-sale financial assets

 

(163,238)

 

(453,505)

 

(616,743)

 

1,038

 

(615,705)

Share of other comprehensive income of associates and joint ventures accounted for under the equity method

 

589,048

 

-

 

589,048

 

(4,621)

 

584,427

Total other comprehensive income

 

$794,313

 

$(453,505)

 

$340,808

 

$9,369

 

$350,177

 

 

 

 

83


 

 

 

 

 

 

For the three-month period ended June 30, 2012

 

 

 

Arising during the period

 

Reclassification adjustments during the period

 

Other comprehensive income, before tax

 

Income tax

expense (profit)

 

Other comprehensive income, net of tax

Exchange differences on translation of foreign operations

 

$956,987

 

$-

 

$956,987

 

$-

 

$956,987

Unrealized gain or loss on available-for-sale financial assets

 

(1,351,164)

 

(398,914)

 

(1,750,078)

 

1,616

 

(1,748,462)

Share of other comprehensive income of associates and joint ventures accounted for under the equity method

 

(299,444)

 

-

 

(299,444)

 

1,451

 

(297,993)

Total other comprehensive income

 

$(693,621)

 

$(398,914)

 

$(1,092,535)

 

$3,067

 

$(1,089,468)

 

 

 

 

For the six-month period ended June 30, 2013

 

 

 

Arising during the period

 

Reclassification adjustments during the period

 

Other comprehensive income, before tax

 

Income tax

expense (profit)

 

Other comprehensive income, net of tax

Exchange differences on translation of foreign operations

 

$1,790,075

 

$-

 

$1,790,075

 

$32,482

 

$1,822,557

Unrealized gain or loss on available-for-sale financial assets

 

654,657

 

(1,315,978)

 

(661,321)

 

(827)

 

(662,148)

Share of other comprehensive income of associates and joint ventures accounted for under the equity method

 

759,154

 

-

 

759,154

 

(27,323)

 

731,831

Total other comprehensive income

 

$3,203,886

 

$(1,315,978)

 

$1,887,908

 

$4,332

 

$1,892,240

 

 

84


 

 

 

 

 

 

For the six-month period ended June 30, 2012

 

 

 

Arising during the period

 

Reclassification adjustments during the period

 

Other comprehensive income, before tax

 

Income tax

expense (profit)

 

Other comprehensive income, net of tax

Exchange differences on translation of foreign operations

 

$(1,035,281)

 

$-

 

$(1,035,281)

 

$-

 

$(1,035,281)

Unrealized gain or loss on available-for-sale financial assets

 

2,524,853

 

(855,120)

 

1,669,733

 

(38)

 

1,669,695

Share of other comprehensive income of associates and joint ventures accounted for under the equity method

 

270

 

-

 

270

 

5,516

 

5,786

Total other comprehensive income

 

$1,489,842

 

$(855,120)

 

$634,722

 

$5,478

 

$640,200

 

(21)  INCOME TAX

 

a.   The major components of income tax expense for the three-month periods and six-month periods ended June 30, 2013 and 2012, are as follow:

 

i.    Income tax recorded in profit or loss

 

 

 

For the three-month periods ended

June 30

 

 

2013

 

2012

Current income tax expense (benefit):

 

 

 

 

Current income tax charge

 

$26,095

 

$184,946

Adjustments in respect of current income tax of prior periods

 

63,098

 

(6,834)

Deferred income tax expense (benefit):

 

 

 

 

Deferred income tax expense (benefit) related to origination and reversal of temporary differences

 

390,221

 

236,409

Adjustment of prior year’s deferred income tax

 

(233,065)

 

(1)

Deferred tax expense arising from write-down (reversal of write-down) of deferred tax asset

 

(204,348)

 

70,171

Total Income tax expense

 

$42,001

 

$484,691

 

 

85


 

 

 

 

 

For the six-month periods ended June 30

 

 

2013

 

2012

Current income tax expense (benefit):

 

 

 

 

Current income tax charge

 

$204,702

 

$321,346

Adjustments in respect of current income tax of prior periods

 

62,533

 

(6,708)

Deferred income tax expense (benefit):

 

 

 

 

Deferred income tax expense (benefit) related to origination and reversal of temporary differences

 

640,239

 

582,365

Adjustment of prior year’s deferred income tax

 

(222,075)

 

1

Deferred tax expense arising from write-down (reversal of write-down) of deferred tax asset

 

485,603

 

(205,692)

Total Income tax expense

 

$1,171,002

 

$691,312

 

ii.   Income tax relating to components of other comprehensive income

 

 

 

For the three-month periods ended June 30,

 

 

2013

 

2012

Exchange differences on translation of foreign operations

 

$12,952

 

$-

Unrealized gain on available-for-sale financial assets

 

1,038

 

1,616

Share of other comprehensive income of associates and joint ventures accounted for under the equity method

 

(4,621)

 

1,451

Income tax relating to components of other comprehensive income

 

$9,369

 

$3,067

 

 

 

For the six-month periods ended

June 30,

 

 

2013

 

2012

Exchange differences on translation of foreign operations

 

$32,482

 

$-

Unrealized gain on available-for-sale financial assets

 

(827)

 

(38)

Share of other comprehensive income of associates and joint ventures accounted for under the equity method

 

(27,323)

 

5,516

Income tax relating to components of other comprehensive income

 

$4,332

 

$5,478

 

 

86


 

 

 

iii.  Deferred income tax expense charged directly to equity

 

 

 

For the three-month periods ended June 30,

 

 

2013

 

2012

Temporary difference arising from the initial recognition of the equity component separately from the liability component

 

$-

 

$-

Adjustment of net assets of investee accounted for under the equity method

 

(781)

 

(3)

Income tax relating to equity

 

$(781)

 

$(3)

 

 

 

For the six-month periods ended June 30,

 

 

2013

 

2012

Temporary difference arising from the initial recognition of the equity component separately from the liability component

 

$(693)

 

$-

Adjustment of net assets of investee accounted for under the equity method

 

(781)

 

-

Income tax relating to equity

 

$(1,474)

 

$-

 

b.   A reconciliation between tax expense and the product of accounting profit multiplied by UMC’s applicable tax rate is as follows:

 

 

 

For the six-month periods ended June 30,

 

 

2013

 

2012

Accounting profit before tax from continuing operations

 

$9,322,869

 

$4,098,731

At UMC’s statutory income tax rate of 17%

 

1,584,888

 

696,784

Adjustments in respect of current income tax of prior periods

 

62,536

 

(6,307)

Tax effect of deferred tax assets/liabilities

 

973,311

 

(88,004)

Tax effect of non-deductible expenses:

 

 

 

 

Tax exempt income

 

(111,523)

 

(17,533)

Investment gain-domestic

 

(1,691,360)

 

(251,483)

Dividend income

 

(8,249)

 

(6,725)

Other non-deductible expenses

 

247,653

 

262,785

Basic tax

 

101,519

 

149,281

Effect of different tax rates applicable to UMC and its subsidiaries

 

(14,409)

 

(46,386)

Others

 

26,636

 

(1,100)

Total income tax expenses recorded in profit or loss

 

$1,171,002

 

$691,312

 

 

87


 

 

 

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

 

 

As of June 30, 2013

 

As of December 31, 2012

 

Amount

 

Tax effect

 

Amount

 

Tax effect

Deferred income tax assets

 

 

 

 

 

 

 

Investment tax credit

 

 

$1,360,250

 

 

 

$1,875,168

Depreciation

$2,743,310

 

415,801

 

$25,160

 

8,248

Loss carry-forward

49,229

 

7,417

 

22,783

 

2,889

Pension

4,225,275

 

718,297

 

4,218,265

 

717,105

Allowance for sales returns and discounts

220,476

 

37,481

 

543,101

 

92,327

Allowance for inventory valuation losses

1,483,257

 

247,991

 

1,929,123

 

327,951

Investment loss

1,136,019

 

193,123

 

1,793,866

 

304,957

Others

55,209

 

18,685

 

119,591

 

25,937

Total deferred income tax assets

 

 

2,999,045

 

 

 

3,354,582

 

 

 

 

 

 

 

 

Deferred income tax liabilities

 

 

 

 

 

 

 

Unrealized exchange gain

(1,501,627)

 

(255,277)

 

(1,610,646)

 

(273,810)

Depreciation

(6,985,779)

 

(1,187,582)

 

(5,783,132)

 

(983,133)

Investment gain

(1,249,991)

 

(212,498)

 

(1,685,567)

 

(286,546)

Convertible bond option

(328,710)

 

(55,881)

 

(435,778)

 

(70,931)

Others

(4,064,059)

 

(608,406)

 

(184,929)

 

(27,785)

Total deferred income tax liabilities

 

 

(2,319,644)

 

 

 

(1,642,205)

Total net deferred income tax assets (liabilities)

 

 

$679,401

 

 

 

$1,712,377

 

 

 

 

88


 

 

 

 

As of June 30, 2012

 

As of January 1, 2012

 

Amount

 

Tax effect

 

Amount

 

Tax effect

Deferred income tax assets

 

 

 

 

 

 

 

Investment tax credit

 

 

$2,546,860

 

 

 

$2,402,503

Depreciation

$24,380

 

8,304

 

$44,861

 

12,103

Loss carry-forward

8,265

 

1,633

 

29,767

 

5,308

Pension

3,731,517

 

634,358

 

3,723,028

 

632,915

Allowance for sales returns and discounts

203,870

 

34,658

 

121,147

 

20,595

Allowance for inventory valuation losses

1,027,879

 

174,739

 

1,220,211

 

207,436

Investment loss

1,841,277

 

313,017

 

1,924,740

 

327,206

Others

77,560

 

24,472

 

150,302

 

41,525

Total deferred income tax assets

 

 

3,738,041

 

 

 

3,649,591

 

 

 

 

 

 

 

 

Deferred income tax liabilities

 

 

 

 

 

 

 

Unrealized exchange gain

(1,609,689)

 

(273,647)

 

(1,529,494)

 

(260,016)

Depreciation

(2,465,617)

 

(419,163)

 

-

 

-

Investment gain

(157,118)

 

(26,710)

 

(176,335)

 

(29,977)

Convertible bond option

(456,604)

 

(77,623)

 

(515,348)

 

(87,609)

Others

(296,339)

 

(43,552)

 

(265,285)

 

(38,175)

Total deferred income tax liabilities

 

 

(840,695)

 

 

 

(415,777)

Total net deferred income tax assets (liabilities)

 

 

$2,897,346

 

 

 

$3,233,814

 

d.   Movement of deferred tax

 

 

 

For the six-month periods ended

June 30,

 

 

2013

 

2012

Beginning balance

 

$1,712,377

 

$3,233,814

Increase form business acquisition

 

(132,264)

 

-

Disposal of subsidiaries

 

-

 

(2,095)

Amounts recognised in profit or loss during the period

 

(903,767)

 

(340,887)

Amounts recognised in other comprehensive income

 

4,332

 

5,478

Amounts recognised in equity

 

1,474

 

-

Exchange adjustments

 

(2,751)

 

1,036

Ending balance

 

$679,401

 

$2,897,346

 

 

89


 

 

 

e.   UMC’s income tax returns for all the fiscal years up to 2010 have been assessed and approved by the R.O.C. Tax Authority.

 

f.    UMC was granted several five-year income tax exemption periods with respect to income derived from the expansion of operations.  The income tax exemption periods will expire on December 31, 2015.

 

g.   The Company earns investment tax credits for the amount invested in production equipment, research and development, and employee training.  The Company’s unused investment tax credits were as follows:

 

As of June 30, 2013

 

 

Expiration Year

 

Investment tax credits earned

 

Balance of unused

investment tax credits

2013

 

$1,896,140

 

$1,692,548

2014

 

2,146,004

 

2,146,004

2015

 

357,728

 

357,728

 

 

$4,399,872

 

$4,196,280

 

As of December 31, 2012

 

 

Expiration Year

 

Investment tax credits earned

 

Balance of unused

investment tax credits

2013

 

$1,890,302

 

$1,889,355

2014

 

2,146,028

 

2,146,028

2015

 

304,011

 

304,011

 

 

$4,340,341

 

$4,339,394

 

As of June 30, 2012

 

 

Expiration Year

 

Investment tax credits earned

 

Balance of unused

investment tax credits

2012

 

$1,971,351

 

$1,458,679

2013

 

1,900,621

 

1,900,621

2014

 

2,146,028

 

2,145,081

2015

 

304,004

 

304,004

 

 

$6,322,004

 

$5,808,385

 

 

90


 

 

 

As of January 1, 2012

 

 

Expiration Year

 

Investment tax credits earned

 

Balance of unused

investment tax credits

2012

 

$1,974,696

 

$1,974,696

2013

 

1,915,663

 

1,915,614

2014

 

2,144,587

 

2,144,587

2015

 

263,971

 

263,971

 

 

$6,298,917

 

$6,298,868

 

h.   The unutilized accumulated losses for the Company were as follows:

 

As of June 30, 2013

 

Expiration Year

 

Accumulated loss

 

Unutilized

accumulated loss

2013

 

$1,068,993

 

$1,068,993

2014

 

160,575

 

160,575

2015

 

149,827

 

149,827

2016

 

60,750

 

60,750

2017

 

1,370,160

 

1,370,160

2018

 

2,032,913

 

2,032,913

2019

 

1,533,137

 

1,533,137

2020

 

2,151,484

 

2,144,656

2021

 

10,398,001

 

10,393,403

2022

 

5,661,361

 

5,661,361

2023

 

4,439,860

 

4,439,860

2032

 

7,185

 

6,574

Unlimited duration

 

5,429

 

5,429

 

 

$29,039,675

 

$29,027,638

 

As of December 31, 2012

 

Expiration Year

 

Accumulated loss

 

Unutilized

accumulated loss

2013

 

$1,185,211

 

$1,185,211

2014

 

178,024

 

178,024

2015

 

149,827

 

149,827

2016

 

24,588

 

21,616

2017

 

1,447,962

 

1,447,962

2018

 

2,161,114

 

2,161,114

2019

 

1,571,628

 

1,571,274

2020

 

2,230,864

 

2,226,388

2021

 

10,440,087

 

10,430,802

2022

 

4,445,380

 

4,445,380

2032

 

13,013

 

12,064

 

 

$23,847,698

 

$23,829,662

 

 

91


 

 

 

As of June 30, 2012

 

Expiration Year

 

Accumulated loss

 

Unutilized

accumulated loss

2012

 

$4,671,575

 

$4,671,575

2013

 

1,324,105

 

1,324,105

2014

 

198,879

 

198,812

2015

 

149,827

 

149,536

2016

 

24,657

 

24,472

2017

 

1,615,791

 

1,615,791

2018

 

2,395,008

 

2,395,008

2019

 

1,685,431

 

1,685,316

2020

 

2,394,283

 

2,394,283

2021

 

12,175,492

 

12,158,643

2022

 

2,206,078

 

2,206,078

 

 

$28,841,126

 

$28,823,619

 

As of January 1, 2012

 

Expiration Year

 

Accumulated loss

 

Unutilized

accumulated loss

2012

 

$4,857,839

 

$4,857,839

2013

 

1,376,899

 

1,376,899

2014

 

275,708

 

275,708

2015

 

1,835,513

 

1,835,513

2016

 

2,367,031

 

2,367,031

2017

 

1,143,998

 

1,143,998

2018

 

1,816,248

 

1,816,248

2019

 

699,350

 

699,350

2020

 

928,998

 

928,998

2021

 

13,437,762

 

13,437,762

 

 

$28,739,346

 

$28,739,346

 

i.    As of June 30, 2013, December 31, 2012, June 30, 2012 and January 1, 2012, deferred tax assets that have not been recognized as they may not be used to offset taxable profits amounted to NT$10,274 million, NT$9,729 million, NT$11,996 million and NT$13,278 million, respectively.

 

 

92


 

 

 

j.    Imputation credit information

 

 

 

As of

 

 

June 30, 2013

 

December 31, 2012

 

June 30, 2012

 

January 1, 2012

Balances of imputation credit amounts

 

$1,444,980

 

$706,674

 

$982,173

 

$917,442

 

The expected creditable ratio for 2012 and the actual creditable ratio for 2011 were 6.74% and 4.65%, respectively.

 

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

 

l.    As of June 30, 2013, December 31, 2012, June 30, 2012 and January 1, 2012, the taxable temporary differences of unrecognized deferred tax liabilities associated with investment in subsidiaries, associates, and joint ventures amounted to NT$7,524 million, NT$2,363 million, NT$5,021 million and NT$7,977 million, respectively.

 

(22)  EARNINGS  PER SHARE

 

a.   Earnings per share-basic

 

Basic earnings per share amounts are calculated by dividing the net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.

 

 

 

For the three-month periods ended June 30,

 

 

2013

 

2012

Net profit attributable to the parent company

 

$1,812,000

 

$2,651,026

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

 

12,464,972

 

12,621,507

Earnings per share-basic (NTD)

 

$0.15

 

$0.21

 

 

 

For the six-month periods ended June 30,

 

 

2013

 

2012

Net profit attributable to the parent company

 

$8,404,705

 

$3,945,417

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

 

12,547,647

 

12,617,407

Earnings per share-basic (NTD)

 

$0.67

 

$0.31

 

 

93


 

 

 

b.   Earnings per share-diluted

 

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent (after adjusting for interest on the convertible bonds payable) by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

 

 

 

For the three-month periods ended June 30,

 

 

2013

 

2012

Net profit attributable to the parent company

 

$1,812,000

 

$2,651,026

Effect of dilution

 

 

 

 

Unsecured convertible bonds

 

20,091

 

20,301

Income attributable to the Company’s stockholders

 

$1,832,091

 

$2,671,327

Weighted average number of common stocks for basic earnings per share

 

12,464,972

 

12,621,507

Effect of dilution

 

 

 

 

Employee bonus

 

110,409

 

165,304

Employee stock options

 

20,372

 

28,954

Unsecured convertible bonds

 

640,680

 

628,007

Weighted average number of common stocks after dilution

 

13,236,433

 

13,443,772

 

 

 

 

 

Diluted earnings per share (NTD)

 

$0.14

 

$0.20

 

 

 

For the six-month periods ended June 30,

 

 

2013

 

2012

Net profit attributable to the parent company

 

$8,404,705

 

$3,945,417

Effect of dilution

 

 

 

 

Unsecured convertible bonds

 

40,037

 

40,567

Income attributable to the Company’s stockholders

 

$8,444,742

 

$3,985,984

Weighted average number of common stocks for basic earnings per share

 

12,547,647

 

12,617,407

Effect of dilution

 

 

 

 

Employee bonus

 

118,988

 

179,867

Employee stock options

 

14,732

 

34,052

Unsecured convertible bonds

 

641,449

 

628,007

Weighted average number of common stocks after dilution

 

13,322,816

 

13,459,333

 

 

 

 

 

Diluted earnings per share (NTD)

 

$0.63

 

$0.30

 

 

94


 

 

 

(23)  BUSINESS COMBINATIONS

 

Acquisition of Best Elite International Limited (Best Elite)

 

The Company acquired Ordinary shares, Series A-1, Series B and B-1 preferred shares representing 48.07% of Best Elite’s total outstanding shares on February 1, 2013 from stockholders of Best Elite, the holding company of HeJian Technology Corp. (HeJian).  The Company previously held 35.03% of Best Elite’s equity interest immediately before the business combination.  Therefore, the Company increased its cumulative ownership in Best Elite to 83.10% and obtained controlling interest in Best Elite after this acquisition.  The purpose of acquisition of Best Elite is to expand overseas market, accelerate the growth of sales and to develop operations in multiple strategic geographic regions through HeJain.

 

The fair values of the identifiable assets and liabilities of Best Elite as at the date of acquisition were:

 

 

 

Fair value recognised on acquisition

Assets

 

 

Cash and cash equivalents

 

$7,018,229

Accounts receivable

 

1,180,790

Inventories

 

725,688

Property, plant and equipment

 

6,318,208

Other

 

3,564,814

 

 

18,807,729

Liabilities

 

 

Accounts payable

 

(312,922)

Other

 

(1,202,965)

 

 

(1,515,887)

Total identifiable net assets

 

$17,291,842

 

Gain on bargain purchase:

 

 

Consideration Transferred

 

$7,328,163

Add: Value of non-controlling interest

 

2,823,193

Less: Fair value of identifiable net assets

 

(17,291,842)

Bargain purchase gain

 

$(7,140,486)

 

UMC has elected to measure the non-controlling interests in Best Elite at the non-controlling interests’ proportionate share of Best Elite’s identifiable net assets.

 

 

95


 

 

 

UMC held an equity interest of 35.03% in Best Elite immediately before the business combination.  UMC remeasured the fair value of the previously held equity interest and recognized a loss of NT$987 million.

 

From the date of acquisition, Best Elite has contributed NT$2,901 million of revenue and NT$390 million to the profit before tax from continuing operations of the Company.  If the combination had taken place at the beginning of the year, revenue from continuing operations would have been NT$60,284 million and the profit before tax from continuing operations for the Company would have been NT$9,234 million.

 

Consideration Transferred:

 

 

Cash

 

$4,359,660

Value of previously held equity interest before acquisition

 

2,968,503

Total

 

$7,328,163

 

 

 

Cash flows analysis of acquisition:

 

 

Cash Consideration

 

$4,359,660

Net cash acquired from the subsidiary

 

(7,018,229)

Net cash inflows from acquisition

 

$(2,658,569)

 

Additional purchases of Best Elite’s equity interests

 

UMC purchased additional Ordinary shares, Series A-1 and Series B-1 preferred shares representing 3.78% of Best Elite’s total outstanding shares on March 14, 2013, and UMC thereby increased its cumulative ownership in Best Elite to 86.88%.

 

A cash consideration of NT$285 million was paid to the non-controlling interest stockholders.  The carrying value of the additional interest acquired was NT$629 million.  The difference of NT$344 million between the consideration and the carrying value of the interest acquired has been recognized in additional paid-in capital within equity.

 

Obtained controlling interest in ALLIANCE OPTOTEK CORP. (ALLIANCE)

 

The Company decided to increase its investment in ALLIANCE due to the possible future success of LED lighting industry.  The Company acquired additional shares of ALLIANCE on May 2, 2013.  The Company previously held 47.99% of ALLIANCE’s equity interest immediately before the business combination.  Therefore, the Company increased its cumulative ownership in ALLIANCE to 74.51% and obtained controlling interest in ALLIANCE after this acquisition.

96


 

 

 

The fair values of identifiable assets and liabilities of ALLIANCE as at the date of acquisition were:

 

 

Fair value recognised

on acquisition

Assets

 

Cash and cash equivalents

$65,045

Accounts receivable

15,482

Inventories

45,732

Property, plant and equipment

7,683

Intangible assets

63,257

Other

7,006

 

204,205

Liabilities

 

Short-term loans

(25,000)

Notes and accounts payable

(9,403)

Other payables

(12,681)

Other

(1,388)

 

(48,472)

Total identifiable net assets

$155,733

 

Gain on bargain purchase:

Consideration Transferred

 

$103,002

Add: Value of non-controlling interest

 

39,688

Less: Fair value of identifiable net assets

 

(155,733)

Bargain purchase gain

 

$(13,043)

 

The Company has elected to measure the non-controlling interests in ALLIANCE at the non-controlling interests’ proportionate share of ALLIANCE’s identifiable net assets.

 

The Company held an equity interest of 47.99% in ALLIANCE immediately before the business combination.  The Company remeasured the fair value of the previously held equity interest and recognized a gain of NT$19 million.

 

From the date of acquisition, ALLIANCE has contributed NT$16 million of revenue and NT$6 million to the profit before tax from continuing operations of the Company.  If the combination had taken place at the beginning of the year, revenue from continuing operations would have been NT$59,712 million and the profit before tax from continuing operations for the Company would have been NT$9,315 million.

 

 

97


 

 

 

Consideration Transferred:

Cash

 

$74,000

Value of previously held equity interest before acquisition

 

29,002

Total

 

$103,002

 

 

 

Cash flows analysis of acquisition:

 

 

Cash Consideration

 

$74,000

Net cash acquired from the subsidiary

 

(65,045)

Net cash inflows from acquisition

 

$8,955

 

7.    RELATED PARTY TRANSACTIONS

 

(1)    Significant related party transactions

 

a.   Operating transaction

 

Operating income

 

 

For the three-month periods ended

June 30,

 

 

2013

 

2012

Associates

 

$965

 

$53

Other related parties (Note A)

 

68,878

 

92,345

Total

 

$69,843

 

$92,398

 

 

 

For the six-month periods ended

June 30,

 

 

2013

 

2012

Associates

 

$2,016

 

$1,017

Joint ventures

 

-

 

87,458

Other related parties (Note A)

 

177,331

 

149,777

Total

 

$179,347

 

$238,252

 

Note AOther related parties are primary consist of transactions with JINING SUNRICH SOLARENERGY CORPORATION (JINING SUNRICH) and SILICON INTEGRATED SYSTEMS CORP (SIS).  The amounts for the three-month period ended June 30, 2013 were NT$41 million and NT$28 million, respectively.  The amounts for the three-month period ended June 30, 2012 were NT$31 million and NT$60 million, respectively. The amounts for the six-month period ended June 30, 2013 were NT$44 million and NT$133 million, respectively. The amounts for the six-month period ended June 30, 2012 were NT$69 million and NT$76 million, respectively.

 

 

98


 

 

 

Accounts receivable, net

 

 

 

As of

 

 

June 30, 2013

 

December 31, 2012 

 

June 30, 2012

 

January 1, 2012

Joint ventures

 

$-

 

$-

 

$81,004

 

$281

Other related parties (Note B)

 

21,451

 

82,137

 

154,666

 

130,349

Total

 

21,451

 

82,137

 

235,670

 

130,630

Less:  Allowance for sales returns and discounts

 

(229)

 

(396)

 

(107)

 

(77)

Net

 

$21,222

 

$81,741

 

$235,563

 

$130,553

 

Note BThe other related parties are accounts receivables primary from JINING SUNRICH and SIS.  As of June 30, 2013, the balances were NT$1 million and NT$20 million, respectively.  As of December 31, 2012 the balances were NT$12 million and NT$70 million, respectively.  As of June 30, 2012 the balances were NT$101 million and NT$49 million, respectively.  As of January 1, 2012 the balances were NT$125 million and NT$4 million, respectively.

 

The sales price to the above related parties was determined through mutual agreement based on the market rates.  The collection periods for domestic sales to related parties were month-end 45~60 days, while the term for oversea sales was net 60 days.  The collection periods for third party overseas sales were month end 30~60 days, while the terms for third party domestic sales were net 30~60 days.

 

b.   Key management personnel  compensation

 

 

For the three-month periods ended June 30,

 

 

2013

 

2012

Short-term employee benefits

 

$67,434

 

$60,527

Post-employment pension

 

748

 

682

Termination benefits

 

-

 

863

Share-based payment transactions

 

1,176

 

4,460

Other

 

233

 

-

Total

 

$69,591

 

$66,532

 

 

 

For the six-month periods ended June 30,

 

 

2013

 

2012

Short-term employee benefits

 

$128,712

 

$159,593

Post-employment pension

 

1,616

 

1,436

Termination benefits

 

-

 

1,331

Share-based payment transactions

 

1,890

 

6,823

Other

 

464

 

-

Total

 

$132,682

 

$169,183

 

 

99


 

 

 

8.    ASSETS PLEDGED AS COLLATERAL

 

As of June 30, 2013 and December 31, 2012

 

 

 

Amount

 

 

 

 

 

 

As of

 

 

 

 

 

 

June 30

2013

 

December 31,
2012

 

Party to which asset(s)

was pledged

 

Purpose of
pledge

Deposits-out

(Time deposit)

 

$815,040

 

$815,040

 

Customs

 

Customs duty guarantee

Deposits-out

(Time deposit)

 

140,121

 

122,729

 

Science Park Administration

 

Collateral for land lease

Deposits-out

(Time deposit)

 

52,800

 

52,800

 

Liquefied Natural Gas Business Division, CPC Corporation, Taiwan

 

Energy resources guarantee

Deposits-out

(Time deposit)

 

1,246

 

1,246

 

Bureau of Energy, Ministry of Economic Affairs

 

Energy resources guarantee

Land

 

699,627

 

699,627

 

First Commercial Bank

 

Collateral for long- term loans

Buildings

 

1,718,208

 

1,814,811

 

Syndicated Loans from Bank of Taiwan and 7 others and Syndicated Loans from Taiwan Cooperative Bank and 5 others

 

Collateral for long- term loans

Machinery and equipment

 

6,768,699

 

7,480,728

 

Syndicated Loans from Bank of Taiwan and 7 others and Syndicated Loans from Taiwan Cooperative Bank and 5 others

 

Collateral for long- term loans

Furniture and fixtures

 

52,394

 

60,702

 

Syndicated Loans from Bank of Taiwan and 7 others and Syndicated Loans from Taiwan Cooperative Bank and 5 others

 

Collateral for long- term loans

Construction in progress and equipment awaiting inspection

 

117,330

 

249,434

 

Bank of Taiwan, First Commercial Bank and Mega International Commercial Bank

 

Collateral for long- term loans

Total

 

$10,365,465

 

$11,297,117

 

 

 

 

 

 

100


 

 

 

As of June 30, 2012 and January 1, 2012

 

 

 

 

Amount

 

 

 

 

 

 

As of

 

 

 

 

 

 

June 30

2012

 

January 1,
2012

 

Party to which asset(s)

was pledged

 

Purpose of

pledge

Deposits-out

(Time deposit)

 

$845,170

 

$645,906

 

Customs

 

Customs duty guarantee

Deposits-out

(Time deposit)

 

148,454

 

122,728

 

Science Park Administration

 

Collateral for land lease

Deposits-out

(Time deposit)

 

52,800

 

43,800

 

Liquefied Natural Gas Business Division, CPC Corporation, Taiwan

 

Energy resources guarantee

Deposits-out

(Time deposit)

 

26,624

 

26,624

 

Securities and Futures Investors Protection Center

 

Negotiation guarantee

Deposits-out

(Time deposit)

 

1,246

 

1,246

 

Bureau of Energy, Ministry of Economic Affairs

 

Energy resources guarantee

Land

 

699,627

 

699,627

 

First Commercial Bank

 

Collateral for long- term loans

Buildings

 

1,911,941

 

2,007,176

 

Syndicated Loans from Bank of Taiwan and 7 others and Syndicated Loans from Taiwan Cooperative Bank and 5 others

 

Collateral for long- term loans

Machinery and equipment

 

9,071,634

 

9,071,782

 

Syndicated Loans from Bank of Taiwan and 7 others and Syndicated Loans from Taiwan Cooperative Bank and 5 others

 

Collateral for long- term loans

Furniture and fixtures

 

69,009

 

84,204

 

Syndicated Loans from Bank of Taiwan and 7 others and Syndicated Loans from Taiwan Cooperative Bank and 5 others

 

Collateral for long- term loans

Construction in progress and equipment awaiting inspection

 

1,009,469

 

1,721,465

 

Bank of Taiwan, First Commercial Bank and Mega International Commercial Bank

 

Collateral for long- term loans

Total

 

$13,835,974

 

$14,424,558

 

 

 

 

101


 

 

 

9.    SIGNIFICANT CONTINGENCIES AND UNRECOGNIZED CONTRACT COMMITMENTS

 

(1)    The Company has entered into several patent license agreements and development contracts of intellectual property for a total contract amount of approximately NT$12.1 billion.  Royalties and development fees payable in future years are NT$6.2 billion as of June 30, 2013.

 

(2)    The Company signed several construction contracts for the expansion of its factory premise.  As of June 30, 2013, these construction contracts amounted to approximately NT$6.9 billion and the unpaid portion of the contracts, which was not accrued, was approximately NT$3.3 billion.

 

(3)    The Company entered into several operating lease contracts for land and office.  These renewable operating leases will expire in various years through 2049.  Future minimum lease payments under those leases are as follows:

 

 

 

As of

Year

 

June 30,

2013

 

December 31, 2012

 

June 30,

2012

 

January 1, 2012

2012

 

$-

 

$-

 

$207,100

 

$392,709

2013

 

216,013

 

465,508

 

405,443

 

351,778

2014

 

375,795

 

409,259

 

360,393

 

307,260

2015

 

340,178

 

377,037

 

335,768

 

284,195

2016

 

310,694

 

348,965

 

298,562

 

304,152

2017 and thereafter

 

2,481,595

 

2,577,647

 

2,245,956

 

1,415,358

Total

 

$3,724,275

 

$4,178,416

 

$3,853,222

 

$3,055,452

 

10.  SIGNIFICANT DISASTER LOSS

 

None.

 

11.   SIGNIFICANT SUBSEQUENT EVENTS

 

On July 24, 2013, the Board of Directors of TOPCELL SOLAR INTERNATIONAL CO., LTD., resolved to dispose its property, and the contract was signed on July 26, 2013 with the amount of NT$ 101 million.

 

 

 

 

102


 

 

 

12.  OTHERS 

 

(1)    Categories of financial instruments

 

 

As of

Financial Assets

June 30,

2013

December 31,
2012

June 30,

2012

January 1,
2012

Financial assets at fair value through profit or loss

 

 

 

 

Designated financial assets at fair value through profit or loss

$89,539

$72,706

$214,275

$210,341

Held for trading at fair value

639,199

655,994

614,928

605,301

Subtotal

728,738

728,700

829,203

815,642

Available-for-sale financial assets

22,713,005

24,306,617

30,011,080

28,569,327

Financial assets measured at cost

3,695,290

3,162,118

3,084,577

3,053,958

Held-to-maturity financial assets

-

-

-

13,524

Loans and receivables

 

 

 

 

Cash and cash equivalents (excludes cash on hand)

52,859,357

42,588,754

48,933,385

49,065,658

Receivables

20,232,794

17,096,872

19,488,165

15,249,208

Deposits-out

1,327,395

1,377,327

1,509,717

1,316,904

Subtotal

74,419,546

61,062,953

69,931,267

65,631,770

Total

$101,556,579

$89,260,388

$103,856,127

$98,084,221

 

 

As of

 

Financial Liabilities

June 30,

2013

December 31, 2012

June 30,

2012

January 1, 2012

Financial liabilities at amortized cost

 

 

 

 

Short-term loans

$4,591,402

$5,772,615

$6,339,366

$9,411,877

Payables

32,202,481

22,609,985

35,155,853

23,299,236

Capacity deposit (current portion included)

76,577

34,896

35,904

3,031

Bonds payable (current portion included)

35,488,196

26,224,353

27,484,405

17,404,788

Long-term loans (current portion included)

11,965,939

14,817,466

14,185,638

11,692,649

Subtotal

84,324,595

69,459,315

83,201,166

61,811,581

Financial liabilities at fair value through profit or loss

 

 

 

 

Embedded derivative financial liabilities in exchangeable bonds

277,264

767,605

724,298

741,531

Total

$84,601,859

$70,226,920

$83,925,464

$62,553,112

 

 

103


 

 

 

(2)    Financial risk management objectives and policies

 

The Company’s risk management objective is 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 appetite. 

 

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

 

(3)    Market risk

 

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

 

Foreign currency risk

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

 

The Company has foreign currency risk arising from purchases or sales and applies natural hedge.  Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Company.

 

The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Company’s profit is performed on significant monetary items denominated in foreign currencies as of the end of the reporting period.  When NTD strengthens/ weakens against USD by 10%, the profit for the six-month periods ended June 30, 2013 and 2012 is decreased/increased by NT$22 million and increased/decreased NT$41 million, respectively.

 

Interest rate risk

The Company’s exposure to market risk for changes in interest rate relies primarily to the Company’s bank loans with floating interest rates, therefore the change in market interest rates will create fluctuation in future cash flows.  At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit for the six-month periods ended June 30, 2013 and 2012 to decrease/increase by NT$8 million and NT$10 million, respectively.

 

 

104


 

 

 

Equity price risk

The Company’s listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities.  The Company’s listed equity are classified as financial assets at fair value through profit or loss and available-for-sale financial assets, while unlisted equity securities are classified as available-for-sale and financial assets measured at cost.

 

The sensitivity analysis for the equity instruments is based on the change in fair value as of the reporting date.  A change of 5% in the price of the aforementioned financial assets at fair value through profit or loss could increase/decrease the Company’s profit for the six-month periods ended June 30, 2013 and 2012 by NT$13 million and NT$12 million, respectively.  A change of 5% in the price of the aforementioned available-for-sale financial instrument could increase/decrease the Company’s other comprehensive income for the six-month periods ended June 30, 2013 and 2012 by NT$1,134 million and NT$1,502 million.

 

(4)    Credit risk management

 

The Company only trades with approved and creditworthy third parties, when the Company trades with third parties which have less favorable financial positions, it will request collateral from them.  It is the Company’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures.  In addition, note and accounts receivable balances are monitored on an ongoing basis, which consequently minimizes the Company’s exposure to bad debts.

 

With respect to credit risk arising from the other financial assets of the Company (including cash and cash equivalents and certain derivative instruments), 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 June 30, 2013, December 31, 2012, June 30, 2012, and January 1, 2012, accounts receivables from top ten customers represent 53%, 57%, 58% and 65% of the total accounts receivables of the Company, respectively.  The credit concentration risk of other accounts receivables is insignificant.

 

(5)    Liquidity risk

 

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, bank loans and bonds.

 

 

105


 

 

 

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

 

 

 

As of June 30, 2013

 

 

Less than

1 year

 

2 to 3

years

 

4 to 5

years

 

> 5 years

 

Total

Short-term loans

 

$4,624,833

 

$-

 

$-

 

$-

 

$4,624,833

Payables

 

32,108,562

 

18,031

 

6,030

 

10,394

 

32,143,017

Capacity deposits

 

76,577

 

-

 

-

 

-

 

76,577

Bonds payable

 

16,325,760

 

573,500

 

15,429,287

 

5,101,992

 

37,430,539

Long-term loans

 

3,565,817

 

5,864,214

 

3,048,190

 

-

 

12,478,221

Total

 

$56,701,549

 

$6,455,745

 

$18,483,507

 

$5,112,386

 

$86,753,187

 

 

 

As of December 31, 2012

 

 

Less than

1 year

 

2 to 3

years

 

4 to 5

years

 

> 5 years

 

Total

Short-term loans

 

$5,781,106

 

$-

 

$-

 

$-

 

$5,781,106

Payables

 

22,526,118

 

-

 

-

 

-

 

22,526,118

Capacity deposits

 

34,896

 

-

 

-

 

-

 

34,896

Bonds payable

 

4,883,189

 

296,000

 

20,013,687

 

2,558,408

 

27,751,284

Long-term loans

 

4,854,732

 

5,681,088

 

5,086,582

 

-

 

15,622,402

Total

 

$38,080,041

 

$5,977,088

 

$25,100,269

 

$2,558,408

 

$71,715,806

 

 

 

 

As of June 30, 2012

 

 

Less than

1 year

 

2 to 3

years

 

4 to 5

years

 

> 5 years

 

Total

Short-term loans

 

$6,383,692

 

$-

 

$-

 

$-

 

$6,383,692

Payables

 

35,835,337

 

-

 

-

 

-

 

35,835,337

Capacity deposits

 

35,904

 

-

 

-

 

-

 

35,904

Bonds payable

 

6,204,165

 

296,000

 

20,209,753

 

2,578,783

 

29,288,701

Long-term loans

 

3,861,126

 

6,818,002

 

4,126,293

 

-

 

14,805,421

Total

 

$52,320,224

 

$7,114,002

 

$24,336,046

 

$2,578,783

 

$86,349,055

 

 

 

As of January 1, 2012

 

 

Less than

1 year

2 to 3

years

4 to 5

years

> 5 years

Total

Short-term loans

 

$9,425,054

$-

$-

$-

$9,425,054

Payables

 

23,299,236

-

-

-

23,299,236

Capacity deposits

 

3,031

-

-

-

3,031

Bonds payable

 

6,125,110

-

12,420,903

-

18,546,013

Long-term loans

 

2,796,883

5,808,708

3,786,852

-

12,392,443

Total

 

$41,649,314

$5,808,708

$16,207,755

$-

$63,665,777

 

 

106


 

 

 

(6)    Fair value of financial instruments

 

a.   Fair value of financial instruments carried at amortized cost

 

Other than those listed in the table below, the carrying amount of the Company’s financial assets (including held-to-maturity investments, accounts and notes receivables) and liabilities measured at amortized cost approximate their fair value:

 

 

 

As of

 

 

June 30, 2013

 

December 31, 2012

Financial Liabilities

 

Book Value

 

Fair Value

 

Book Value

 

Fair Value

Bonds payable

 

$35,488,196

 

$33,820,470

 

$26,224,353

 

$25,583,972

Long-term loans

 

11,965,939

 

11,965,939

 

14,817,466

 

14,817,466

 

 

 

As of

 

 

June 30, 2012

 

January 1, 2012

Financial Liabilities

 

Book Value

 

Fair Value

 

Book Value

 

Fair Value

Bonds payable

 

$27,484,405

 

$26,182,760

 

$17,404,788

 

$15,458,061

Long-term loans

 

14,185,638

 

14,185,638

 

11,692,649

 

11,692,649

 

b.   The methods and assumptions applied in determining the fair value of financial instruments

 

The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.  The following methods and assumptions were used to estimate the fair values:

 

i.    The book values of short-term financial instruments approximate their fair value due to their short maturities.  Short-term financial instruments include cash and cash equivalents, receivables, deposits-out, short-term loans, payables and capacity deposits due within one year.

 

ii.   Fair value of financial assets at fair value through profit or loss and available-for-sale financial assets are based on the quoted market prices in active market.  If there is no active market, the Company estimates the fair value by using the market method valuation techniques based on parameters such as recent fund raising activities, valuation of similar companies, individual company’s development, market conditions and other economic indicators.  If there are restrictions on the sale or transfer of an available-for-sale financial asset, 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.

 

 

107


 

 

 

iii.  The fair value of held-to-maturity financial assets is based on the quoted market price in active markets.  If there is no active market, the Company estimates the fair value based on book value.

 

iv.  The fair value of bonds payable is determined by the market price or other information.

 

v.   The fair value of long-term loans is determined using discounted cash flow analysis, based on the Company’s current incremental borrowing rates for borrowings with similar types.

 

c.   Assets measured at fair value

 

The following  table contains the fair value of financial instruments after initial recognition and the details of the three levels of fair value hierarchy:

 

Level 1:  quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2:  other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3:  techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

 

 

As of June 30, 2013

 

Level 1

Level 2

Level 3

Total

 

 

 

 

 

Financial assets:

 

 

 

 

Financial assets at fair value through profit or loss, current

$639,199

$-

$-

$639,199

Available-for-sale financial assets, current

2,781,340

-

-

2,781,340

Financial assets at fair value through profit or loss, noncurrent

89,539

-

-

89,539

Available-for-sale financial assets, noncurrent

16,858,664

94,986

2,978,015

19,931,665

Financial liabilities:

 

 

 

 

Financial liabilities at fair value through profit or loss, current

-

277,264

-

277,264

 

 

108


 

 

 

 

 

As of December 31, 2012

 

 

Level 1

Level 2

Level 3

Total

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

Financial assets at fair value through profit or loss, current

 

$655,994

$-

$-

$655,994

Available-for-sale financial assets, current

 

4,330,880

-

-

4,330,880

Financial assets at fair value through profit or loss, noncurrent

 

72,706

-

-

72,706

Available-for-sale financial assets, noncurrent

 

17,164,189

91,233

2,720,315

19,975,737

Financial liabilities:

 

 

 

 

 

Financial liabilities at fair value through profit or loss, current

 

-

767,605

-

767,605

 

 

 

As of June 30, 2012

 

 

Level 1

Level 2

Level 3

Total

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

Financial assets at fair value through profit or loss, current

 

$704,388

$-

$-

$704,388

Available-for-sale financial assets, current

 

5,383,704

-

-

5,383,704

Financial assets at fair value through profit or loss, noncurrent

 

124,815

-

-

124,815

Available-for-sale financial assets, noncurrent

 

21,586,297

140,058

2,901,021

24,627,376

Financial liabilities:

 

 

 

 

 

Financial liabilities at fair value through profit or loss, current

 

-

724,298

-

724,298

 

 

109


 

 

 

 

As of January 1, 2012

 

 

Level 1

Level 2

Level 3

Total

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

Financial assets at fair value through profit or loss, current

 

$695,931

$-

$-

$695,931

Available-for-sale financial assets, current

 

5,124,780

-

-

5,124,780

Held-to-maturity financial assets, current

 

13,524

-

-

13,524

Financial assets at fair value through profit or loss, noncurrent

 

119,711

-

-

119,711

Available-for-sale financial assets, noncurrent

 

20,662,353

140,121

2,642,073

23,444,547

Financial liabilities:

 

 

 

 

 

Financial liabilities at fair value through profit or loss, current

 

-

741,531

-

741,531

 

During the  six-month periods ended June 30, 2013 and 2012, there were no transfers between Level 1 and Level 2 fair value measurements.

 

Reconciliation for fair value measurement in Level 3 fair value hierarchy is as follow:

 

 

 

Available-for-sale financial assets

 

 

Common stock

 

Funds

 

Preferred stock

 

Total

As of January 1, 2013

 

$2,509,737

 

$45,278

 

$165,300

 

$2,720,315

Recognised in profit or loss

 

(125,244)

 

(8,004)

 

-

 

(133,248)

Recognised in other comprehensive income

 

353,427

 

1,932

 

63,300

 

418,659

Acquisition

 

70,500

 

-

 

-

 

70,500

Disposal

 

(28,977)

 

(39,206)

 

-

 

(68,183)

Transfer to Level 3

 

29,972

 

-

 

-

 

29,972

Transfer out of Level 3

 

(60,000)

 

-

 

-

 

(60,000)

As of June 30, 2013

 

$2,749,415

 

$-

 

$228,600

 

$2,978,015

 

 

110


 

 

 

 

 

Available-for-sale financial assets

 

 

Common stock

 

Funds

 

Preferred stock

 

Total

As of January 1, 2012

 

$2,417,477

 

$43,396

 

$181,200

 

$2,642,073

Recognised in profit or loss

 

-

 

(27,398)

 

-

 

(27,398)

Recognised in other comprehensive income

 

106,217

 

26,799

 

15,600

 

148,616

Acquisition

 

175,683

 

-

 

-

 

175,683

Disposal

 

(35,494)

 

-

 

-

 

(35,494)

Exchange effect

 

(2,459)

 

-

 

-

 

(2,459)

As of June 30, 2012

 

$2,661,424

 

$42,797

 

$196,800

 

$2,901,021

 

(7)    Significant assets  and liabilities denominated in foreign currencies

 

a.   The functional currency of UMC and some of its subsidiaries is New Taiwan Dollar, while other subsidiaries have functional currencies in US Dollar, Japanese Yen or Chinese Yen.  The exchange rates used to translate assets and liabilities denominated in foreign currencies are disclosed as follows:

 

 

 

 

 

 

 

As of

 

 

June 30, 2013

 

December 31, 2012

 

 

Foreign Currency (thousand)

 

Exchange Rate

NTD (thousand)

 

Foreign Currency (thousand)

 

Exchange Rate

 

NTD (thousand)

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

 

 

 

 

 

 

USD

 

$1,713,742

 

29.92

 

$51,271,477

 

$1,494,046

 

28.97

 

$43,281,274

JPY

 

8,855,871

 

0.3005

 

2,661,492

 

11,346,947

 

0.3343

 

3,792,840

EUR

 

7,506

 

38.82

 

291,399

 

8,333

 

38.09

 

317,432

SGD

 

35,223

 

23.68

 

834,073

 

35,696

 

23.66

 

844,562

CNY

 

92,253

 

4.86

 

448,485

 

72,813

 

4.61

 

335,485

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Monetary items

 

 

 

 

 

 

 

 

 

 

 

 

USD

 

41,237

 

29.91

 

1,233,571

 

47,556

 

29.05

 

1,381,468

CHF

 

1,912

 

31.64

 

60,489

 

2,324

 

31.73

 

73,741

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments accounted for under the equity method

 

 

 

 

 

 

 

 

 

 

 

 

USD

 

134,881

 

29.88

 

4,030,159

 

256,113

 

28.94

 

7,412,734

SGD

 

7,853

 

23.34

 

183,293

 

8,089

 

23.37

 

189,012

 

 

 

 

 

 

 

 

 

 

 

 

 

Joint controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

EUR

 

8,776

 

38.28

 

335,904

 

1,192

 

38.28

 

45,647

CNY

 

149,257

 

4.81

 

717,718

 

149,297

 

4.61

 

688,008

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

 

 

 

 

 

 

USD

 

$665,774

 

30.03

 

$19,993,194

 

$651,891

 

29.08

 

$18,957,030

JPY

 

7,682,692

 

0.3058

 

2,349,367

 

7,328,597

 

0.3386

 

2,481,464

EUR

 

10,037

 

39.38

 

395,280

 

7,158

 

38.67

 

276,796

SGD

 

38,594

 

23.86

 

920,860

 

30,192

 

23.84

 

719,785

CNY

 

8,406

 

4.91

 

41,290

 

33,243

 

4.62

 

153,702

 

 

111


 

 

 

 

 

As of

 

 

June 30, 2012

 

January 1, 2012

 

 

Foreign Currency (thousand)

 

Exchange Rate

NTD (thousand)

 

Foreign Currency (thousand)

 

Exchange Rate

 

NTD (thousand)

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

 

 

 

 

 

 

USD

 

$1,425,477

 

29.81

 

$42,488,596

 

$1,205,374

 

30.20

 

$36,401,034

JPY

 

10,534,818

 

0.3734

 

3,934,197

 

17,724,488

 

0.3887

 

6,888,793

EUR

 

20,813

 

37.38

 

778,055

 

11,088

 

39.07

 

433,230

SGD

 

41,816

 

23.44

 

980,162

 

36,370

 

23.22

 

844,517

CNY

 

62,478

 

4.71

 

294,559

 

47,833

 

4.79

 

229,150

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Monetary items

 

 

 

 

 

 

 

 

 

 

 

 

USD

 

88,220

 

29.82

 

2,630,713

 

88,644

 

30.21

 

2,677,938

CHF

 

2,268

 

31.20

 

70,762

 

1,764

 

32.10

 

56,624

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments accounted for under the equity method

 

 

 

 

 

 

 

 

 

 

 

 

USD

SGD

 

240,493

9,030

 

29.78

23.27

 

7,162,791

210,099

 

226,017

9,313

 

29.80

23.08

 

6,734,280

214,918

 

 

 

 

 

 

 

 

 

 

 

 

 

Joint controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

EUR

 

1,218

 

37.41

 

45,563

 

1,120

 

40.69

 

45,573

CNY

151,527

4.72

714,555

 

155,324

4.70

 

729,461

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

 

 

 

 

 

 

USD

 

783,364

 

29.92

 

23,438,249

 

688,356

 

30.31

 

20,863,644

JPY

 

7,577,412

 

0.3778

 

2,862,746

 

7,486,308

 

0.3924

 

2,937,409

EUR

 

18,213

 

37.78

 

688,086

 

7,230

 

39.36

 

284,563

SGD

 

29,436

 

23.62

 

695,279

 

25,851

 

23.40

 

604,925

CNY

 

29,076

 

4.73

 

137,545

 

21,647

 

4.81

 

104,137

 

 

112


 

 

 

(8)   Significant intercompany transactions among consolidated entities for the six-month periods ended June 30, 2013 and 2012 are disclosed in Attachment 1.

 

(9)    Capital management

 

The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios to support its business and maximize the stockholder’s value.

 

The objective of Company’s capital management is to ensure the ability to operate continuously, in order to provide returns to stockholders and the interests of other related parties, while maintaining the primal 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 debt on the balance sheet minus cash and cash equivalents.  The total capital is consisted of all parts of equity (equity, additional paid-in capital, retained earnings, other equity and non-controlling interests) plus net debt.   

 

The Company has maintained the same capital management strategy for the six-month period ended June 30, 2013 as compared to the six-month period ended June 30, 2012, which is to maintain a reasonable ratio in order to raise capital with reasonable cost.  The debt to capital ratios for the six-month periods ended June 30, 2013 and 2012 are as follows:

 

 

 

For the six-month periods ended

June 30

 

 

2013

2012

Total liabilities

 

$93,187,892

$91,078,465

Less: Cash and cash equivalents

 

(52,863,347)

(48,937,108)

Net liabilities

 

40,324,545

42,141,357

Total equity

 

209,903,981

210,583,157

Total capital

 

$250,228,526

$252,724,514

Debt to capital ratios

 

16.12%

16.67%

113


 

 

 

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 six-month period ended June 30, 2013: Please refer to Attachment 2.

 

b.   Endorsement/Guarantee provided to others for the six-month period ended June 30, 2013: Please refer to Attachment 3.

 

c.   Securities held as of June 30, 2013: Please refer to Attachment 4.

 

d.   Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$100 million or 20 percent of the capital stock for the six-month period ended June 30, 2013: Please refer to Attachment 5.

 

e.   Acquisition of individual real estate with amount exceeding the lower of NT$100 million or 20 percent of the capital stock for the six-month period ended June 30, 2013: Please refer to Attachment 6.

 

f.    Disposal of individual real estate with amount exceeding the lower of NT$100 million or 20 percent of the capital stock for the six-month period ended June 30, 2013: Please refer to Attachment 7.

 

g.   Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of the capital stock for the six-month period ended June 30, 2013: Please refer to Attachment 8.

 

h.   Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of June 30, 2013: Please refer to Attachment 9.

 

i.    Names, locations and related information of investees as of June 30, 2013: Please refer to Attachment 10.

 

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

 

(2)    Investment in Mainland China

 

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

 

 

114


 

 

 

b.   Directly or indirectly significant transactions through third regions with the investees in Mainland China, including price, payment terms, unrealized gain or loss, and other events with significant effects on the operating results and financial condition: None.

 

14.  OPERATING SEGMENT INFORMATION

 

(1)    The Company determined its operating segments based on business activities with discrete financial information regularly reported through the Company’s internal reporting protocols to the Company’s chief operating decision maker.  The Company is organized into business units based on its products and services.  As of June 30, 2013, the Company had the following segments: wafer fabrication and other.  The primary service of the wafer fabrication segment is the manufacture of chips to the design specifications of our many 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.  The other segment primarily includes researching, developing, manufacturing, and providing solar energy and new generation light-emitting diode (LED), each of which discrete financial information was not regularly reported to the Company’s chief operating decision maker separately.

 

Reportable segment information for the three-month periods ended June 30, 2013 and 2012 are as follows:

 

 

 

For the three-month period ended June 30, 2013

 

 

Wafer fabrication

 

Other

 

Subtotal

 

Adjustment and elimination

 

Consolidated

Segment revenues

 

$30,325,811

 

$1,610,994

 

$31,936,805

 

$(32,101)

 

$31,904,704

Segment profit (loss)

 

1,854,474

 

(574,689)

 

1,279,785

 

458,388

 

1,738,173

 

 

 

 

 

 

 

 

 

 

 

Capital expenditure

 

7,811,296

 

152,315

 

7,963,611

 

-

 

7,963,611

Depreciation

 

8,910,700

 

549,627

 

9,460,327

 

-

 

9,460,327

Investment gain (loss) accounted for under the equity method

(320,747)

(8,008)

(328,755)

 

458,388

 

129,633

Income tax expense

 

38,292

 

3,709

 

42,001

 

-

 

42,001

Impairment loss

 

117,909

 

105,178

 

223,087

 

-

 

223,087

 

 

115


 

 

 

 

 

For the three-month period ended June 30, 2012

 

 

Wafer fabrication

 

Other

 

Subtotal

 

Adjustment and elimination

 

Consolidated

Segment revenues

 

$28,247,031

 

$2,140,390

 

$30,387,421

 

$(10,091)

 

$30,377,330

Segment profit (loss)

 

2,651,027

 

(897,539)

 

1,753,488

 

587,153

 

2,340,641

 

 

 

 

 

 

 

 

 

 

 

Capital expenditure

 

17,472,135

 

228,216

 

17,700,351

 

-

 

17,700,351

Depreciation

 

7,997,793

 

546,259

 

8,544,052

 

-

 

8,544,052

Investment gain (loss) accounted for under the equity method

 

(494,471)

 

(57,326)

 

(551,797)

 

620,539

 

68,742

Income tax expense

 

484,356

 

335

 

484,691

 

-

 

484,691

Impairment loss

 

67,876

 

41,988

 

109,864

 

-

 

109,864

 

Reportable segment information for the six-month periods ended June 30, 2013 and 2012 are as follows:

 

 

 

For the six-month period ended June 30, 2013

 

 

Wafer fabrication

 

Other

 

Subtotal

 

Adjustment and elimination

 

Consolidated

Segment revenues

 

$56,694,807

 

$3,046,002

 

$59,740,809

 

$(54,689)

 

$59,686,120

Segment profit (loss)

 

8,455,309

 

(1,400,208)

 

7,055,101

 

1,096,766

 

8,151,867

 

 

 

 

 

 

 

 

 

 

 

Capital expenditure

 

14,759,938

 

385,869

 

15,145,807

 

-

 

15,145,807

Depreciation

 

17,830,072

 

1,085,940

 

18,916,012

 

-

 

18,916,012

Investment gain (loss) accounted for under the equity method

 

(788,065)

 

2,309

 

(785,756)

 

1,096,766

 

311,010

Income tax expense

 

1,167,818

 

3,184

 

1,171,002

 

-

 

1,171,002

Impairment loss

 

276,311

 

109,880

 

386,191

 

-

 

386,191

 

 

 

116


 

 

 

 

 

For the six-month period ended June 30, 2012

 

 

Wafer fabrication

 

Other

 

Subtotal

 

Adjustment and elimination

 

Consolidated

Segment revenues

 

$52,437,907

 

$4,230,597

 

$56,668,504

 

$(21,740)

 

$56,646,764

Segment profit (loss)

 

3,945,417

 

(1,595,454)

 

2,349,963

 

1,057,456

 

3,407,419

 

 

 

 

 

 

 

 

 

 

 

Capital expenditure

 

27,185,416

 

542,865

 

27,728,281

 

-

 

27,728,281

Depreciation

 

15,798,720

 

1,063,138

 

16,861,858

 

-

 

16,861,858

Investment gain (loss) accounted for under the equity method

 

(658,943)

 

(104,789)

 

(763,732)

 

1,090,843

 

327,111

Income tax expense

 

650,767

 

40,545

 

691,312

 

-

 

691,312

Impairment loss

 

119,981

 

41,988

 

161,969

 

-

 

161,969

 

 

As of June 30, 2013

 

Wafer fabrication

Other

Subtotal

Adjustment and elimination (Note)

Consolidated

Segment assets

$289,664,220

$19,911,372

$309,575,592

$(6,483,719)

$303,091,873

Segment liabilities

$82,154,465

$11,069,590

$93,224,055

$(36,163)

$93,187,892

 

 

 

As of December 31, 2012

 

 

Wafer fabrication

 

Other

 

Subtotal

 

Adjustment and elimination

(Note)

 

Consolidated

Segment assets

 

$267,863,143

 

$21,030,652

 

$288,893,795

 

$(5,855,090)

 

$283,038,705

Segment liabilities

 

$65,903,529

 

$12,629,902

 

$78,533,431

 

$(25,766)

 

$78,507,665

 

 

 

As of June 30, 2012

 

 

Wafer fabrication

 

Other

 

Subtotal

 

Adjustment and elimination
(Note)

 

Consolidated

Segment assets

 

$282,314,385

 

$27,840,488

 

$310,154,873

 

$(8,493,251)

 

$301,661,622

Segment liabilities

 

$75,560,609

 

$15,530,505

 

$91,091,114

 

$(12,649)

 

$91,078,465

117


 

 

 

 

 

As of January 1, 2012

 

 

Wafer fabrication

 

Other

 

Subtotal

 

Adjustment and elimination
(Note)

 

Consolidated

Segment assets

 

$261,282,107

 

$29,638,985

 

$290,921,092

 

$(9,603,234)

 

$281,317,858

Segment liabilities

 

$53,110,478

 

$15,692,674

 

$68,803,152

 

$(44,835)

 

$68,758,317

 

Note: The adjustment was primarily consisted of elimination entries for investments accounted for under the equity method.

 

(2)    Geographic information

 

a.   Revenue from external customers

 

 

For the three-month periods ended

June 30,

 

2013

2012

Taiwan

$6,019,888

$11,427,657

Singapore

7,365,628

8,054,858

China (includes Hong Kong)

2,858,066

2,068,928

Japan

2,032,414

722,829

America

10,503,800

4,274,143

The Netherlands

-

375

Others

3,124,908

3,828,540

Total

$31,904,704

$30,377,330

 

 

For the six-month periods ended

June 30

 

2013

2012

Taiwan

$16,021,494

$21,285,873

Singapore

14,145,136

14,274,154

China (includes Hong Kong)

5,132,669

3,544,337

Japan

2,397,043

1,213,445

America

13,868,278

8,574,965

The Netherlands

65

375

Others

8,121,435

7,753,615

Total

$59,686,120

$56,646,764

 

 

118


 

 

 

b.   Non-current assets

 

 

As of

 

June 30,

2013

 

December 31,
2012

 

June 30,

2012

 

January 1,
2012

Taiwan

$140,189,478

 

$140,128,297

 

$136,636,883

 

$119,957,637

Singapore

23,205,165

 

21,989,707

 

26,034,417

 

29,992,938

China (includes Hong Kong)

8,658,338

 

3,449

 

667,803

 

600,334

Japan

775,969

 

908,573

 

3,834,232

 

4,128,297

America

18,487

 

16,406

 

16,223

 

20,905

Others

220,696

 

218,121

 

9,220

 

9,470

Total

$173,068,133

 

$163,264,553

 

$167,198,778

 

$154,709,581

 

(3)    Major customers

 

Individual customers accounting for at least 10% of net sales for the three-month and six-month periods ended June 30, 2013 and 2012 are as follows:

 

 

 

For the three-month periods ended June 30,

 

 

2013

2012

Customer A from wafer fabrication segment

 

$5,200,508

$4,017,815

Customer B from wafer fabrication segment

 

2,306,314

2,842,618

Total

 

$7,506,822

$6,860,433

 

 

 

For the six-month periods ended June 30,

 

 

2013

2012

Customer A from wafer fabrication segment

 

$9,033,850

$6,985,311

Customer B from wafer fabrication segment

 

4,399,176

5,884,426

Total

 

$13,433,026

$12,869,737

 

15.  FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS

 

(1)    Basis of preparation of TIFRSs

 

For all periods up to and including the year ended December 31, 2012, the Company prepared its financial statements in accordance with generally accepted accounting principles in R.O.C. (R.O.C. GAAP).  The consolidated financial statements for the six-month period ended June 30, 2013 are the first the Company has prepared in accordance with TIFRSs.

 

 

119


 

 

 

Accordingly, the Company has prepared financial statements which comply with TIFRSs and the Regulations for periods beginning January 1, 2013 as described in Note 4.  Furthermore the first interim financial statements prepared under TIFRSs also comply with the requirements under TIFRS 1.  The Company’s opening balance was prepared as of January 1, 2012, the Company’s date of transition to TIFRSs.

 

(2)    Exemptions applied in accordance with TIFRS 1

 

TIFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain TIFRSs.  The Company has applied the following exemptions:

 

a.   TIFRS 3 has not been applied to acquisitions of subsidiaries or of interests in associates and joint ventures that occurred before January 1, 2012.  By applying this exemption, immediately after the business combination, the carrying amount in accordance with R.O.C. GAAP of assets acquired and liabilities assumed in that business combination, shall be their deemed cost in accordance with TIFRSs at that date.  The subsequent measurement of these assets and liabilities will be in accordance with TIFRSs.  Under TIFRS 1, the carrying amount of goodwill in the opening TIFRSs balance sheet shall be its carrying amount in accordance with R.O.C. GAAP at December 31, 2011, after testing for impairment and reclassification to intangible assets that are required to be recognized.  The Company has performed goodwill impairment testing as at the date of transition to TIFRSs and no impairment loss has been recognized as at that date.

 

b.   The Company has recognized all cumulative actuarial gains and losses on pensions as at the date of transition to TIFRSs directly in retained earnings.

 

(3)    Impacts of transitioning to TIFRSs

 

The reconciliation of balance sheets as at January 1, 2012 (the date of transition to TIFRSs) and December 31, 2012 and statements of comprehensive income for the year ended December 31, 2012, please refer to the Company’s consolidated financial statements for the three-month periods ended March 31, 2013 and 2012.  The following tables contain reconciliation of balance sheets as at June 30, 2012 and statements of comprehensive income for the three-month and six-month period ended June 30, 2012:

 

 

120


 

 

 

a.   Reconciliation of the consolidated balance sheet items as of June 30, 2012

 

R.O.C. GAAP

 

Impact of transitioning to TIFRSs

 

TIFRSs

 

 

Items

 

Amounts

 

Remeasurements

 

Presentation

 

Amounts

 

Items

 

Note

Current assets

 

 

 

 

 

 

 

 

 

Current assets

 

 

Cash and cash equivalents

 

$48,937,108

 

$-

 

$-

 

$48,937,108

 

Cash and cash equivalents

 

 

Financial assets at fair value through profit or loss, current

 

704,388

 

-

 

-

 

704,388

 

Financial assets at fair value through profit or loss, current

 

 

Available-for-sale financial assets, current

 

5,383,704

 

-

 

-

 

5,383,704

 

Available-for-sale financial assets, current

 

 

Notes receivable

 

1,393

 

-

 

-

 

1,393

 

Notes receivable

 

 

Accounts receivable, net

 

18,438,011

 

-

 

-

 

18,438,011

 

Accounts receivable, net

 

 

Accounts receivable- related parties, net

 

235,563

 

-

 

-

 

235,563

 

Accounts receivable- related parties, net

 

 

Other receivables

 

894,924

 

-

 

(81,726)

 

813,198

 

Other receivables

 

 

-

 

-

 

-

 

89,000

 

89,000

 

Current tax assets

 

 

Inventories, net

 

13,723,218

 

(2,344)

 

-

 

13,720,874

 

Inventories, net

 

ii

Prepaid expense

 

903,398

 

-

 

(7,274)

 

896,124

 

Prepayments

 

 

Non-current assets held for sale

 

340,831

 

-

 

-

 

340,831

 

Non-current assets held for sale

 

 

Deferred income tax assets, current

 

578,653

 

-

 

(578,653)

 

-

 

-

 

vi

Restricted assets

 

19,127

 

-

 

-

 

19,127

 

Other current assets

 

 

Total current assets

 

90,160,318

 

(2,344)

 

(578,653)

 

89,579,321

 

Total current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Funds and investments

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

Financial assets at fair value through profit or loss, noncurrent

 

124,815

 

-

 

-

 

124,815

 

Financial assets at fair value through profit or loss, noncurrent

 

 

Available-for-sale financial assets, noncurrent

 

19,118,115

 

5,509,261

 

-

 

24,627,376

 

Available-for-sale financial assets, noncurrent

 

i

Financial assets measured at cost, noncurrent

 

8,767,976

 

(5,683,399)

 

-

 

3,084,577

 

Financial assets measured at cost, noncurrent

 

i

Long-term investments accounted for under the equity method

 

11,759,654

 

(25,280)

 

-

 

11,734,374

 

Investments accounted for under the equity method

 

i,viii

Prepayment for long-term investments

 

64,623

 

-

 

-

 

64,623

 

Prepayment for investments

 

 

Total funds and investments

 

39,835,183

 

(199,418)

 

-

 

39,635,765

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

160,592,117

 

1,654,479

 

(776,675)

 

161,469,921

 

Property, plant and equipment

 

ii,iii

 

 

 

 

 

 

 

 

 

 

 

 

 

Total intangible assets

 

1,701,118

 

-

 

1,172,042

 

2,873,160

 

Intangible assets

 

iv

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

 

-

 

 

Deferred charges

 

1,551,675

 

-

 

(1,551,675)

 

-

 

-

 

iv

Deferred income tax assets, noncurrent

 

2,362,025

 

69,250

 

1,306,766

 

3,738,041

 

Deferred tax assets

 

vi

-

 

-

 

-

 

1,841,072

 

1,841,072

 

Prepayment for equipments

 

iii

-

 

-

 

-

 

1,509,717

 

1,509,717

 

Deposits-out

 

 

Other assets-others

 

3,175,220

 

33,886

 

(2,194,481)

 

1,014,625

 

Other assets-others

 

ii,iii,iv

Total other assets

 

7,088,920

 

103,136

 

911,399

 

8,103,455

 

-

 

 

Total assets

 

$299,377,656

 

$1,555,853

 

$728,113

 

$301,661,622

 

Total assets

 

 

 

 

121


 

 

 

R.O.C. GAAP

Impact of transitioning to TIFRSs

TIFRSs

 

Items

Amounts

Remeasurements

Presentation

Amounts

Items

Note

Current liabilities

 

 

 

 

Current liabilities

 

Short-term loans

$6,339,366

$-

$-

$6,339,366

Short-term loans

 

Financial liabilities at fair value through profit or loss, current

724,298

-

-

724,298

Financial liabilities at fair value through profit or loss, current

 

Notes and accounts payable

7,756,383

-

-

7,756,383

Notes and accounts payable

 

Accrued expenses

11,534,196

-

29,237

11,563,433

Other payables

 

Payable on equipment

9,519,602

-

-

9,519,602

Payables on equipment

 

Dividend payable

6,316,435

-

-

6,316,435

Dividend payable

 

Income tax payable

781,654

1,398

-

783,052

Current tax liabilities

vi

Current portion of long-term liabilities

9,167,328

-

-

9,167,328

Current portion of long-term liabilities

 

Deferred income tax liabilities, current

34,544

(34,536)

(8)

-

-

vi

Other current liabilities

1,080,442

-

(29,237)

1,051,205

Other current liabilities

 

Total current liabilities

53,254,248

(33,138)

(8)

53,221,102

Total current liabilities

 

 

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

Non-current liabilities

 

Bonds payable

22,020,572

-

-

22,020,572

Bonds payable

 

Long-term loans

10,482,143

-

-

10,482,143

Long-term loans

 

Total long-term liabilities

32,502,715

-

-

32,502,715

-

 

 

 

 

 

 

 

 

Other liabilities

 

 

 

 

 

 

Deferred income tax liabilities, noncurrent

34,951

77,663

728,081

840,695

Deferred tax liabilities

vi

Accrued pension liabilities

3,265,490

692,179

-

3,957,669

Accrued pension liabilities

v

Deposits-in

103,762

-

-

103,762

Deposits-in

 

Other liabilities-others

452,522

-

-

452,522

Other liabilities-others

 

Total other liabilities

3,856,725

769,842

728,081

5,354,648

-

 

Total liabilities

89,613,688

736,704

728,073

91,078,465

Total liabilities

 

 

 

 

 

 

 

 

Stockholder's equity of parent company

 

 

 

 

Equity attributable to the parent company

 

Capital

 

 

 

 

Capital

 

Common stock

129,378,662

-

-

129,378,662

Common stock

 

Additional paid-in capital

46,969,985

(101,422)

-

46,868,563

Additional paid-in capital

i,vi,

viii

Retained earnings

 

 

 

 

Retained earnings

 

Legal reserve

4,476,570

-

-

4,476,570

Legal reserve

 

Unappropriated earnings

17,961,283

270,845

-

18,232,128

Unappropriated earnings

i,ii,iii,v,vi,

vii,viii

Adjusting items in stockholders' equity

 

 

 

 

Other Components of equity

 

Cumulative translation adjustment

(3,629,606)

306,464

-

(3,323,142)

Exchange differences on translation of foreign operations

i,ii,iii,v,vi,

vii,viii

Unrealized gain or loss on financial instruments

15,741,176

343,302

-

16,084,478

Unrealized gain or loss on available-for-sale financial assets

i,vi,

viii

Treasury stock

(4,963,389)

-

-

(4,963,389)

Treasury stock

 

Total stockholder's equity of parent company

205,934,681

819,189

-

206,753,870

Total equity attributable to the parent company

 

Minority interests

3,829,287

-

-

3,829,287

Non-Controlling interests

 

Total stockholders' equity

209,763,968

819,189

-

210,583,157

Total equity

 

Total liabilities and stockholders' equity

$299,377,656

$1,555,893

$728,073

$301,661,622

Total liabilities and equity

 

 

 

122


 

 

 

b.   Reconciliation of the statement of comprehensive income for the three-month period ended June 30, 2012

 

 

 

 

 

 

 

R.O.C. GAAP

 

Impact of transitioning to TIFRSs

 

TIFRSs

 

 

Items

 

Amount

 

Remeasurements

 

Presentation

 

Amount

 

Items

 

Note

Net operating revenues

 

$30,377,330

 

$-

 

$-

 

$30,377,330

 

Net operating revenue

 

 

Operating costs

 

(24,015,246)

 

(23,485)

 

-

 

(24,038,731)

 

Operating costs

 

i,iii

Gross profit

 

6,362,084

 

(23,485)

 

-

 

6,338,599

 

Gross profit

 

 

Unrealized intercompany profit

 

-

 

-

 

-

 

-

 

Unrealized sales profit

 

 

Realized intercompany profit

 

149

 

-

 

-

 

149

 

Realized sales profit

 

 

Gross profit-net

 

6,362,233

 

(23,485)

 

-

 

6,338,748

 

Gross profit-net

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

Sales and marketing expenses

 

(776,295)

 

(29)

 

-

 

(776,324)

 

Sales and marketing expenses

 

i,iii

General and administrative expenses

 

(840,727)

 

(161)

 

-

 

(840,888)

 

General and administrative expenses

 

i,iii

Research and development expenses

 

(2,555,418)

 

-

 

-

 

(2,555,418)

 

Research and development expenses

 

 

Subtotal

 

(4,172,440)

 

(190)

 

-

 

(4,172,630)

 

Subtotal

 

 

-

 

-

 

-

 

4,146

 

4,146

 

Net other operating income and expenses

 

iii

Operating income

 

2,189,793

 

(23,675)

 

4,146

 

2,170,264

 

Operating income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating income

 

 

 

 

 

 

 

 

 

Non-operating income and expenses

 

 

Interest revenue

 

58,096

 

-

 

(58,096)

 

-

 

-

 

 

Investment gain accounted for under the equity method, net

 

64,243

 

4,499

 

-

 

68,742

 

Share of profit or loss of associates and joint ventures

 

iii

Dividend revenue

 

39,557

 

-

 

(39,557)

 

-

 

-

 

 

Gain on disposal of property, plant and equipment

 

366

 

-

 

(366)

 

-

 

-

 

 

Gain on disposal of investments

 

416,953

 

(16,079)

 

(400,874)

 

-

 

-

 

iii

Exchange gain, net

 

432,282

 

(310,703)

 

-

 

121,579

 

Exchange gain, net

 

ii

Gain on valuation of financial liabilities

 

120,220

 

-

 

(120,220)

 

-

 

-

 

 

Other income

 

105,953

 

-

 

(105,953)

 

-

 

-

 

 

-

 

-

 

-

 

97,653

 

97,653

 

Other revenue

 

 

-

 

-

 

-

 

473,260

 

473,260

 

Other gain and loss

 

 

Subtotal

 

1,237,670

 

(322,283)

 

(154,153)

 

761,234

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating expenses

 

 

 

 

 

 

 

 

 

-

 

 

Interest expense

 

(99,727)

 

-

 

99,727

 

-

 

-

 

 

Loss on disposal of property, plant and equipment

 

(7,791)

 

(435)

 

8,226

 

-

 

-

 

i

Financial expenses

 

(6,439)

 

-

 

6,439

 

-

 

-

 

 

Impairment loss

 

(109,864)

 

-

 

109,864

 

-

 

-

 

iii

Loss on valuation of financial assets

 

(25,840)

 

-

 

25,840

 

-

 

-

 

 

Other losses

 

(6,077)

 

-

 

6,077

 

-

 

-

 

 

-

 

-

 

-

 

(106,166)

 

(106,166)

 

Financial costs

 

 

Subtotal

 

(255,738)

 

(435)

 

150,007

 

(106,166)

 

-

 

 

-

 

981,932

 

(322,718)

 

(4,146)

 

655,068

 

Subtotal

 

 

Income from continuing operations before income tax

 

3,171,725

 

(346,393)

 

-

 

2,825,332

 

Income from continuing operations before income tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

(492,375)

 

7,684

 

-

 

(484,691)

 

Income tax expense

 

iii

Net income

 

$2,679,350

 

$(338,709)

 

$-

 

2,340,641

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income(loss)

 

 

 

 

 

 

 

 

 

 

956,987

 

Exchange differences on translation of foreign operations

 

 

 

 

 

 

 

 

 

 

(1,750,078)

 

Unrealized loss on available-for-sale financial assets

 

 

 

 

 

 

 

 

 

 

(299,444)

 

Share of other comprehensive income of associates and joint ventures

 

 

 

 

 

 

 

 

 

 

3,067

 

Income tax effect

 

 

 

 

 

 

 

 

 

 

(1,089,468)

 

Total other comprehensive income(loss), net of tax

 

 

 

 

 

 

 

 

 

 

$1,251,173

 

Total comprehensive income, net of tax

 

 

 

 

123


 

 

 

c.   Reconciliation of the statement of comprehensive income for the six-month period ended June 30, 2012

 

 

 

 

 

 

 

R.O.C. GAAP

 

Impact of transitioning to TIFRSs

 

TIFRSs

 

 

Items

 

Amount

 

Remeasurements

 

Presentation

 

Amount

 

Items

 

Note

Net operating revenues

 

$56,646,764

 

$-

 

$-

 

$56,646,764

 

Net operating revenue

 

 

Operating costs

 

(46,228,867)

 

(57,204)

 

-

 

(46,286,071)

 

Operating costs

 

i,iii

Gross profit

 

10,417,897

 

(57,204)

 

-

 

10,360,693

 

Gross profit

 

 

Unrealized intercompany profit

 

(89)

 

-

 

-

 

(89)

 

Unrealized sales profit

 

 

Realized intercompany profit

 

157

 

-

 

-

 

157

 

Realized sales profit

 

 

Gross profit-net

 

10,417,965

 

(57,204)

 

-

 

10,360,761

 

Gross profit-net

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

Sales and marketing expenses

 

(1,488,274)

 

(64)

 

-

 

(1,488,338)

 

Sales and marketing expenses

 

i,iii

General and administrative expenses

 

(1,620,120)

 

(337)

 

-

 

(1,620,457)

 

General and administrative expenses

 

i,iii

Research and development expenses

 

(4,855,214)

 

-

 

-

 

(4,855,214)

 

Research and development expenses

 

 

Subtotal

 

(7,963,608)

 

(401)

 

-

 

(7,964,009)

 

Subtotal

 

 

-

 

-

 

-

 

38,497

 

38,497

 

Net other operating income and expenses

 

iii

Operating income

 

2,454,357

 

(57,605)

 

38,497

 

2,435,249

 

Operating income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating income

 

 

 

 

 

 

 

 

 

Non-operating income and expenses

 

 

Interest revenue

 

118,003

 

-

 

(118,003)

 

-

 

-

 

 

Investment gain accounted for under the equity method, net

 

324,591

 

2,520

 

-

 

327,111

 

Share of profit or loss of associates and joint ventures

 

iii

Dividend revenue

 

39,557

 

-

 

(39,557)

 

-

 

-

 

 

Gain on disposal of property, plant and equipment

 

11,596

 

-

 

(11,596)

 

-

 

-

 

 

Gain on disposal of investments

 

1,246,028

 

(22,210)

 

(1,223,818)

 

-

 

-

 

iii

Exchange gain, net

 

386,500

 

(310,703)

 

-

 

75,797

 

Exchange gain, net

 

ii

Gain on valuation of financial assets

 

28,214

 

-

 

(28,214)

 

-

 

-

 

 

Gain on valuation of financial liabilities

 

1,154

 

-

 

(1,154)

 

-

 

-

 

 

Other income

 

285,566

 

-

 

(285,566)

 

-

 

-

 

 

-

 

-

 

-

 

157,560

 

157,560

 

Other revenue

 

 

-

 

-

 

-

 

1,328,707

 

1,328,707

 

Other gain and loss

 

 

Subtotal

 

2,441,209

 

(330,393)

 

(221,641)

 

1,889,175

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating expenses

 

 

 

 

 

 

 

 

 

-

 

 

Interest expense

 

(197,935)

 

-

 

197,935

 

-

 

-

 

 

Loss on disposal of property, plant and equipment

 

(8,146)

 

(756)

 

8,902

 

-

 

-

 

i

Financial expenses

 

(27,758)

 

-

 

27,758

 

-

 

-

 

 

Impairment loss

 

(155,823)

 

(6,146)

 

161,969

 

-

 

-

 

iii

Other losses

 

(12,273)

 

-

 

12,273

 

-

 

-

 

 

-

 

-

 

-

 

(225,693)

 

(225,693)

 

Financial costs

 

 

Subtotal

 

(401,935)

 

(6,902)

 

183,144

 

(225,693)

 

-

 

 

-

 

2,039,274

 

(337,295)

 

(38,497)

 

1,663,482

 

Subtotal

 

 

Income from continuing operations before income tax

 

4,493,631

 

(394,900)

 

-

 

4,098,731

 

Income from continuing operations before income tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

(706,443)

 

15,131

 

-

 

(691,312)

 

Income tax expense

 

iii

Net income

 

$3,787,188

 

$(379,769)

 

$-

 

3,407,419

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

(1,035,281)

 

Exchange differences on translation of foreign operations

 

 

 

 

 

 

 

 

 

 

1,669,733

 

Unrealized gain on available-for-sale financial assets

 

 

 

 

 

 

 

 

 

 

270

 

Share of other comprehensive income of associates and joint ventures

 

 

 

 

 

 

 

 

 

 

5,478

 

Income tax effect

 

 

 

 

 

 

 

 

 

 

640,200

 

Total other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

$4,047,619

 

Total comprehensive income, net of tax

 

 

 

 

124


 

 

 

d.   Material adjustments to the consolidated statement of cash flows for the six-month period ended June 30, 2012

 

The transition from R.O.C. GAAP to TIFRSs has not had a material impact on the statement of cash flows.  The statement of cash flow prepared under R.O.C. GAAP was reported using the indirect method.  Furthermore, cash flows from interest and dividends received and interest paid were classified as cash flows from operating activities and interest and dividends received were not disclosed separately.  However, in accordance with the requirements under IAS 7 “Statement of Cash Flows”, the interest received for the six-month period ended June 30, 2012, is disclosed in the statement of cash flow in the amount of NT$114 million.  The interest payment for the six-month ended June 30, 2012, is disclosed in the statement of cash flow in the amount of NT$179 million.  The dividends received for the six-month ended June 30, 2012, is disclosed in the statement of cash flow in the amount of NT$40 million.  Interest and dividends received and interest paid are classified as cash flows from operating.

 

Apart from the aforementioned differences, there were no material differences between the statements of cash flows prepared under R.O.C. GAAP and TIFRSs.

 

(4)    Impact of transitioning to TIFRSs

 

a.   Notes to the material adjustments as of June 30, 2012.

 

i.    Under TIFRSs, the Company reclassified financial assets measured at cost, noncurrent to available-for-sale financial assets measured at fair value, noncurrent.  In addition, when the Company discontinues the use of the equity method because it ceases to have significant influence over an associate, the Company measures at fair value any investment it retains in the former associate as well as eliminate all additional paid-in capital and equity adjustment items related to the former associate in current profit or loss, or at the date of transition to TIFRSs recognized the adjustment in retained earnings.  This change in accounting principles caused available-for-sale financial assets, noncurrent to increase by NT$5,509 million, financial assets measured at cost, noncurrent to decrease by NT$5,683 million, other assets to decrease by NT$15 million, additional paid-in capital to decrease by NT$0.3 million, retained earnings to decrease by NT$567 million, and other adjusting items in equity to increase by NT$378 million.

 

 

125


 

 

 

ii.   Under TIFRSs, the acquisition of a non-controlling interest is not within the scope of business combination, and therefore, it is not in the scope of exemptions for business combination in TIFRS 1.  As a result, a retroactive adjustment is required to adjust the differences for acquisitions of non-controlling interests prior to the transition date.  This change in accounting principles would cause current assets to decrease by NT$2 million, property, plant and equipment, net to increase by NT$1,640 million, other assets to increase by NT$34 million, retained earnings to increase by NT$1,650 million and other adjusting in equity to increase by NT$22 million.

 

iii.  Under R.O.C. GAAP, the Company’s property that is leased to another entity was recorded as leased property under other assets.  Under TIFRSs, the Company reclassified these assets from other assets to property, plant and equipment as they do not meet the definition of investment property.  In addition, prepayment for equipment is reclassified from property, plant and equipment to other assets as they do not meet the definition of property, plant and equipment.  This change in accounting principles would cause property, plant and equipment, net to decrease by NT$837 million, other assets to increase by NT$837 million while other adjustments would cause property, plant and equipment, net to increase by NT$74 million, other assets decrease by NT$60 million, retained earnings to increase by NT$14 million and other adjusting in equity to increase by NT$0.3 million.

 

iv.  Software, patent licenses and intellectual property are reclassified to intangible assets as it met the definition of intangible assets.  This change would cause intangible assets to increase by NT$1,477 million and other assets to decrease by NT$1,477 million.  The land use rights of a subsidiary are reclassified to other assets as they meet the definition of long-term operating lease since the ownership do not belong to the subsidiary.  This would cause intangible assets to decrease by NT$305 million and other assets to increase by NT$305 million.

 

v.   The Company selects the exemption for employee benefits under the TIFRS 1 and recognizes all cumulative actuarial gains and losses in retained earnings.  The exemption selection for employee benefits would cause the accrued pension liabilities to increase by NT$692 million and retained earnings to decrease by NT$685 million, and decrease other adjusting items in equity by NT$7 million.

 

 

126


 

 

 

vi.  Under the requirements of IAS 1, deferred tax assets or liabilities are classified as non-current.  Therefore, deferred tax assets or liabilities, current, are reclassified as non-current.  Under the requirements of IAS 12, an entity shall offset deferred tax assets and liabilities if, and only if, the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and if the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend, in each future period in which significant amounts of deferred tax are expected to be settled or recovered, to settle their current tax assets and liabilities either on a net basis or simultaneously.  Further, if the tax base of the liability component of the compound financial instrument on initial recognition is equal to the initial carrying amount of the sum of the liability and equity components, the resulting taxable temporary differences should be recognized as deferred tax liability.  The deferred tax is charged directly to the carrying amount of the equity component and subsequent changes in the deferred tax liability are recognized in profit or loss as deferred tax expense (income).  Due to differences discussed above, current assets decreased by NT$579 million, other assets increased by NT$1,376 million, current liabilities decreased by NT$33 million, other non-current liabilities increased by NT$806 million, addition paid-in capital decreased by NT$101 million, retained earnings increased by NT$121 million and other adjusting items in equity increased by NT$5 million.

 

vii. The Company decreased its equity interests in a foreign operation through capital reduction and return of capital, the differences of the accumulated currency translation adjustments before and after the capital reduction is recognize in profit or loss under R.O.C. SFAS.  Under IAS 21, as the entity did not lose control, significant influence or joint control over its foreign operation, it is not considered a partial disposal.  Accordingly, none of the accumulated currency transaction adjustments was reclassified to profit or loss.  This difference result in an increase in other adjusting items in equity by NT$311 million and a decrease of retained earnings by NT$311 million.

 

viii. Other adjustments would cause other assets-others to decrease by NT$10 million, retained earnings to increased by NT$49 million, additional paid-in capital to decrease by NT$0.3 million and other adjusting items in equity to decrease by NT$59 million.

127


 

 

 

b.  Material adjustments to the comprehensive income statement for the three-month period ended June 30, 2012

 

i.    Under TIFRSs, the acquisition of a non-controlling interest is not within the scope of business combination, and therefore, it is not in the scope of exemptions for business combination in TIFRS 1.  As a result, a retroactive adjustment is required to adjust the differences for acquisitions of non-controlling interests prior to the transition date.  This would cause cost of goods sold to increase by NT$16 million, operating expenses to increase by NT$0.5 million and non-operating income to decrease by NT$0.4 million.

 

ii The Company decreased its equity interests in a foreign operation through capital reduction and return of capital, the differences of the accumulated currency translation adjustments before and after the capital reduction is recognize in profit or loss under R.O.C. SFAS.  Under IAS 21 “The Effects of Changes in Foreign Exchange Rates(IAS21), as the entity did not lose control, significant influence or joint control over its foreign operation, it is not considered a partial disposal.  Accordingly, none of the accumulated currency transaction adjustments was reclassified to profit or loss.  This difference resulted in a decrease in non-operating income by NT$311 million.

 

iii.  Other adjustments would cause cost of goods sold to increase by NT$7 million, operating expenses to decrease by NT$0.3 million, other operating income to increase by NT$4 million, non-operating income to decrease by NT$50 million and income tax expense to decrease by NT$8 million.

 

c.   Material adjustments to the comprehensive income statement for the six-month period ended June 30, 2012

 

i.    Under TIFRSs, the acquisition of a non-controlling interest is not within the scope of business combination, and therefore, it is not in the scope of exemptions for business combination in TIFRS 1.  As a result, a retroactive adjustment is required to adjust the differences for acquisitions of non-controlling interests prior to the transition date.  This would cause cost of goods sold to increase by NT$43 million, operating expenses to increase by NT$1 million and non-operating income to decrease by NT$0.8 million.

 

 

128


 

 

 

ii.   The Company decreased its equity interests in a foreign operation through capital reduction and return of capital, the differences of the accumulated currency translation adjustments before and after the capital reduction is recognize in profit or loss under R.O.C. SFAS.  Under IAS 21, as the entity did not lose control, significant influence or joint control over its foreign operation, it is not considered a partial disposal.  Accordingly, none of the accumulated currency transaction adjustments was reclassified to profit or loss.  This difference resulted in a decrease in non-operating income by NT$311 million.

 

iii.  Other adjustments would cause cost of goods sold to increase by NT$14 million, operating expenses to decrease by NT$667 million, other operating income to increase by NT$38 million, non-operating income to decrease by NT$64 million and income tax expense to decrease by NT$15 million.

 

 

 

129


 
 

 

ATTACHMENT 1 (Significant intercompany transactions between consolidated entities)

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

                             

For the six-month period ended June 30, 2013

                             
   

Related Party

 

Counterparty

 

Relationship with the Company
(Note 2)

 

Transactions

No.
(Note 1)

       

Account

 

Amount

 

Terms
(Note 3)

 

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

             

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP (USA)

 

1

 

Sales

 

$25,602,363

 

Net 60 days

 

43%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP (USA)

 

1

 

Accounts receivable

 

6,202,964

 

-

 

2%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC JAPAN

 

1

 

Sales

 

402,348

 

Net 60 days

 

1%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC JAPAN

 

1

 

Accounts receivable

 

56,834

 

-

 

0%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Sales

 

770,437

 

Net 60 days

 

1%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Accounts receivable

 

763,519

 

-

 

0%

                             

For the six-month period ended June 30, 2012

                             
   

Related Party

 

Counterparty

 

Relationship with the Company
(Note 2)

 

Transactions

No.
(Note 1)

       

Account

 

Amount

 

Terms
(Note 3)

 

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

             

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP (USA)

 

1

 

Sales

 

$23,255,445

 

Net 60 days

 

41%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP (USA)

 

1

 

Accounts receivable

 

5,616,589

 

-

 

2%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC JAPAN

 

1

 

Sales

 

574,662

 

Net 60 days

 

1%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC JAPAN

 

1

 

Accounts receivable

 

243,383

 

-

 

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 based on the market conditions.

Note 4: The percentage with respect to the consolidated asset/liability for transactions of balance sheet items are based on each item's balance at period-end.

For profit or loss items, cumulative balances are used as basis.

 

130


 
 

 

ATTACHMENT 2 (Financing provided to others for the six-month period ended June 30, 2013)

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

                                                             

TERA ENERGY DEVELOPMENT CO., LTD

                                               

Collateral

       

No.
(Note 1)

 

Lender

 

Counter-party

 

Financial
statement
account

 

Maximum
balance for the
period

 

Ending
balance

 

Actual
amount
provided

 

Interest rate

 

Nature of
financing

 

Amount of
sales to
(purchases
from)

counter-party

 

Reason for
financing

 

Allowance

for
doubtful
accounts

     

Limit of

financing

amount
for individual

counter-party
(Note2)

 

Limit of

total
financing

amount
(Note2)

                       

Item

 

Value

   

1

 

TERA ENERGY
DEVELOPMENT
CO., LTD.

 

TIPPING POINT
ENERGY COC
PPA SPE-1, LLC

 

Other receivables

 

$2,878

 

$2,814

 

$2,814

 

9.00%

 

Need for operating

 

$2,814

 

-

 

$-

 

None

 

$-

 

$42,406

 

$67,849

                                                             

NEXPOWER TECHNOLOGY CORPORATION

                                                 
                                               

Collateral

       

No.
(Note 1)

 

Lender

 

Counter-party

 

Financial
statement
account

 

Maximum
balance for the
period

 

Ending
balance

 

Actual
amount
provided

 

Interest rate

 

Nature of
financing

 

Amount of

sales to
(purchases

from)
counter-party

 

Reason for
financing

 

Allowance

for
doubtful
accounts

     

Limit of

 financing

amount
for individual

counter-party
(Note3)

 

Limit of

total
financing

amount
(Note3)

                       

Item

 

Value

   

1

 

NEXPOWER
TECHNOLOGY
CORPORATION

 

SOCIALNEXT
ITALIA 1 S.R.L.

 

Other receivables
- related parties

 

$64,685

 

$-

 

$64,685

 

6.50%

 

The need for
short-term financing

 

$-

 

Business turnover

 

$-

 

None

 

$-

 

$232,508

 

$1,860,062

1

 

NEXPOWER
TECHNOLOGY
CORPORATION

 

SOCIALNEXT
ITALIA 1 S.R.L.

 

Other receivables
- related parties

 

15,584

 

15,584

 

15,584

 

7.00%

 

Need for operating

 

88,872

 

-

 

-

 

None

 

-

 

88,872

 

1,860,062

                                                             

Note 1: The Company and its subsidiaries are coded as follows:

(i) The Company is coded "0".

(ii) The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.

Note 2: Limit of financing amount for individual counter-party including guarantee amount shall not exceed 25% of the lender's net assets value as of the period or the needed amount for operation, which is higher.

Limit of total financing amount shall not exceed 40% of the lender's net assets of value as of June 30, 2013.

Note 3: Limit of financing amount for individual counter-party shall not exceed 5% of the lender's net assets value as of the period or the needed amount for operation, which is lower.

Limit of total financing amount shall not exceed 40% of the lender's net assets of value as of June 30, 2013.

 

131


 
 

 

ATTACHMENT 3 (Endorsement/Guarantee provided to others for the six-month period ended June 30, 2013)

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

                                         

UNITED MICROELECTRONICS CORPORATION

 
                                   

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

   

No.
(Note 1)

 

Endorsor/Guarantor

 

Receiving party

 

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

                   

Limit of total guarantee/endorsement amount (Note 4)

   

Company name

 

Releationship
(Note 2)

   

Maximum balance for the period (Note 5)

 

Ending balance
(Note 5)

 

Actual amount
provided (Note 5)

 

Amount of collateral guarantee/endorsement

   

0

 

UNITED MICROELECTRONICS CORPORATION

 

NEXPOWER TECHNOLOGY CORPORATION

 

3

 

$10,261,939

 

$1,400,000

 

$1,400,000

 

$1,385,000

 

$-

 

0.67%

 

$41,047,754

                                         
                                         
                                         

Note 1: The Company and its subsidiaries are coded as follows:

1. The Company is coded "0".

2. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.

Note 2: According to the "Guidelines Governing the Preparation of Financial Reports by Securities Issuers" issued by the R.O.C. Securities and Futures Bureau, receiving parties should be disclosed as one of the following:

1. An investee company that has a business relationship with UMC.

2. A subsidary in which UMC holds directly over 50% of equity interest.

3. An investee in which UMC and its subsidaries hold over 50% of equity interest.

4. An investee in which UMC holds directly and indirectly over 50% of equity interest.

5. An investee that has provided guarantees to UMC, and vice versa, due to contractual requirements.

6. An investee in which UMC conjunctly invests with other shareholders, and for which UMC has provided endorsement/guarantee in proportion to its shareholding percentage.

Note 3: The amount of guarantees/endorsements shall not exceed 20% of the net worth of UMC; and the ceilings on the amount of guarantees/endorsements for any single entity are as follows:

1. The amount of guarantees/endorsements for any single entity shall not exceed 5% of net worth of UMC.

2. The amount of guarantees/endorsements for a company which UMC does business with, except the ceiling rules abovementioned shall not exceed the needed amounts arising from business dealings which is the higher amount of total sales or purchase transactions between UMC and the receiving party.

The aggregate amount of guarantees/endorsements that the Company as a whole is permitted to make shall not exceed 40% of the Company's net worth, and the aggregate amount of guarantees/endorsements for any single entity shall not exceed 20% of the Company's net worth.

Note 4: Limit of total guarantee/endorsement amount shall not exceed 20% of UMC's net assets value as of June 30, 2013.

Note 5: On December 19, 2012, the board of directors resolved to provide endorsement to Nexpower's syndicated loan from banks including Bank of Taiwan for the amount up to NT$ 1,400 million.

As of June 30, 2013, actual amount provided was NT$1,385 million.

 

132


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

UNITED MICROELECTRONICS CORPORATION

 
               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

Shares as collateral
(thousand)

Bonds

 

CATHAY FINANCIAL HOLDING CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, current

 

380

   

$398,681

 

-

   

$398,681

 

None

Stock

 

ACTION ELECTRONICS CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, current

 

18,182

   

120,911

 

6.44

   

120,911

 

None

Stock

 

MICRONAS SEMICONDUCTOR
HOLDING AG

 

-

 

Financial assets at fair value through profit or loss, current

 

280

   

60,489

 

0.94

   

60,489

 

None

Stock

 

KING YUAN ELECTRONICS CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, current

 

2,675

   

59,118

 

0.22

   

59,118

 

None

Stock

 

UMC GROUP (USA)

 

Investee company

 

Investments accounted for under the equity method

 

16,438

   

1,587,422

 

100.00

   

1,587,422

 

None

Stock

 

UNITED MICROELECTRONICS
(EUROPE) B.V.

 

Investee company

 

Investments accounted for under the equity method

 

9

   

317,106

 

100.00

   

309,492

 

None

Stock

 

UMC CAPITAL CORP.

 

Investee company

 

Investments accounted for under the equity method

 

91,663

   

4,761,424

 

100.00

   

4,761,424

 

None

Stock

 

GREEN EARTH LIMITED

 

Investee company

 

Investments accounted for under the equity method

 

10,000

   

234,374

 

100.00

   

234,374

 

None

Stock

 

TLC CAPITAL CO., LTD.

 

Investee company

 

Investments accounted for under the equity method

 

486,150

   

6,020,735

 

100.00

   

6,020,735

 

None

Stock

 

UMC NEW BUSINESS INVESTMENT CORP.

 

Investee company

 

Investments accounted for under the equity method

 

600,000

   

2,713,206

 

100.00

   

2,713,206

 

None

Stock

 

UMC INVESTMENT (SAMOA) LIMITED

 

Investee company

 

Investments accounted for under the equity method

 

1,520

   

43,874

 

100.00

   

43,874

 

None

Stock

 

FORTUNE VENTURE CAPITAL CORP.

 

Investee company

 

Investments accounted for under the equity method

 

573,800

   

5,242,120

 

100.00

   

5,572,175

 

None

Stock

 

UMC JAPAN

 

Investee company

 

Investments accounted for under the equity method

 

6

   

1,706,190

 

100.00

   

1,707,674

 

None

Stock

 

UMC GROUP JAPAN

 

Investee company

 

Investments accounted for under the equity method

 

1

   

(831)

 

100.00

   

(831)

 

None

Stock

 

UMC KOREA CO., LTD.

 

Investee company

 

Investments accounted for under the equity method

 

110

   

13,587

 

100.00

   

13,587

 

None

Stock

 

BEST ELITE INTERNATIONAL LIMITED

 

Investee company

 

Investments accounted for under the equity method

 

597,682

   

15,625,794

 

86.88

   

15,625,794

 

None

Stock

 

WAVETEK MICROELECTRONICS CORP.

 

Investee company

 

Investments accounted for under the equity method

 

88,213

   

460,634

 

74.69

   

460,634

 

None

Stock

 

MTIC HOLDINGS PTE. LTD.

 

Investee company

 

Investments accounted for under the equity method

 

12,000

   

183,293

 

45.44

   

183,293

 

None

Fund

 

MEGA MISSION LIMITED
PARTNERSHIP

 

Investee company

 

Investments accounted for under the equity method

 

-

   

1,805,365

 

45.00

   

1,808,762

 

None

Stock

 

NEXPOWER TECHNOLOGY CORP.

 

Investee company

 

Investments accounted for under the equity method

 

215,283

   

2,053,415

 

44.16

   

2,053,415

 

None

Stock

 

UNITECH CAPITAL INC.

 

Investee company

 

Investments accounted for under the equity method

 

21,000

   

704,128

 

42.00

   

704,128

 

None

 

133


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

UNITED MICROELECTRONICS CORPORATION

 
               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

Shares as collateral
(thousand)

Stock

 

HSUN CHIEH INVESTMENT CO., LTD.

 

Investee company

 

Investments accounted for under the equity method

 

117,275

   

$3,155,382

 

36.49

   

$3,186,523

 

None

Stock

 

UNIMICRON HOLDING LIMITED

 

Investee company

 

Investments accounted for under the equity method

 

20,000

   

677,576

 

21.93

   

679,960

 

None

Stock

 

UNIMICRON TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, current

 

90,998

   

2,611,650

 

5.92

   

2,611,650

 

None

Stock

 

NOVATEK MICROELECTRONICS CORP.

 

-

 

Available-for-sale financial assets, current

 

1,166

   

169,690

 

0.19

   

169,690

 

None

Stock

 

SILICON INTEGRATED SYSTEMS CORP.

 

The Company's director

 

Available-for-sale financial assets, noncurrent

 

120,892

   

1,257,277

 

19.26

   

1,257,277

 

None

Stock

 

UNITED FU SHEN CHEN TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

17,511

   

48,156

 

15.75

   

48,156

 

None

Stock

 

FARADAY TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

57,067

   

1,760,518

 

14.05

   

1,760,518

 

None

Stock

 

ASIA PACIFIC MICROSYSTEMS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

21,224

   

118,220

 

13.52

   

118,220

 

None

Stock

 

HOLTEK SEMICONDUCTOR INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

29,570

   

1,120,713

 

13.22

   

1,120,713

 

None

Stock

 

ITE TECH. INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

18,633

   

449,058

 

9.05

   

449,058

 

None

Stock

 

AMIC TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

5,627

   

-

 

8.10

   

-

 

None

Stock

 

UNITED INDUSTRIAL GASES CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

16,680

   

1,050,654

 

7.66

   

1,050,654

 

None

Stock

 

UNIMICRON TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

105,138

   

3,017,453

 

6.83

   

3,017,453

 

None

Stock

 

PROMOS TECHNOLOGIES INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

164,990

   

-

 

6.49

   

-

 

None

Stock

 

INDUSTRIAL BANK OF TAIWAN CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

118,303

   

707,451

 

4.95

   

707,451

 

None

Stock

 

SUBTRON TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

12,521

   

103,922

 

4.23

   

103,922

 

None

Stock

 

NOVATEK MICROELECTRONICS CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

15,278

   

2,222,998

 

2.52

   

2,222,998

 

None

Stock

 

EPISTAR CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

21,215

   

1,120,152

 

2.28

   

1,120,152

 

None

Stock

 

KING YUAN ELECTRONICS CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

23,158

   

511,785

 

1.94

   

511,785

 

None

                                     

 

134


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

UNITED MICROELECTRONICS CORPORATION

 
               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

Shares as collateral
(thousand)

Stock

 

TOPOINT TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,305

   

$23,358

 

0.83

   

$23,358

 

None

Fund

 

VIETNAM INFRASTRUCTURE LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

5,000

   

53,500

 

-

   

53,500

 

None

Stock-Preferred stock

 

TAIWAN HIGH SPEED RAIL CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

30,000

   

228,600

 

-

   

228,600

 

None

Stock

 

PIXTECH, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

9,883

   

-

 

17.63

   

Note

 

None

Stock

 

OCTTASIA INVESTMENT HOLDING INC.

 

-

 

Financial assets measured at cost, noncurrent

 

6,692

   

196,071

 

9.29

   

Note

 

None

Stock

 

EMIVEST AEROSPACE CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

1,124

   

-

 

1.50

   

Note

 

None

Stock-Preferred stock

 

MTIC HOLDINGS PTE. LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

12,000

   

263,460

 

-

   

N/A

 

None

Stock-Preferred stock

 

TONBU, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

938

   

-

 

-

   

N/A

 

None

Stock-Preferred stock

 

AETAS TECHNOLOGY INC.

 

-

 

Financial assets measured at cost, noncurrent

 

1,166

   

-

 

-

   

N/A

 

None

Stock-Preferred stock

 

TASHEE GOLF & COUNTRY CLUB

 

-

 

Financial assets measured at cost, noncurrent

 

0

   

60

 

-

   

N/A

 

None

                                     

Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of June 30, 2013.

 

135


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                 

FORTUNE VENTURE CAPITAL CORP.

 
                                 
           

June 30, 2013

   

Type of securities

 

Name of securities

Relationship

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

UNITRUTH INVESTMENT CORP.

Investee company

Investments accounted for under the equity method

 

132,660

   

$888,545

 

100.00

   

$888,545

 

None

Stock

 

MOS ART PACK CORP.

Investee company

Investments accounted for under the equity method

 

29,000

   

177,849

 

54.45

   

177,849

 

None

Stock

 

TOPCELL SOLAR INTERNATIONAL CO., LTD.

Investee company

Investments accounted for under the equity method

 

71,363

   

456,667

 

26.04

   

438,787

 

None

Stock

 

EXOJET TECHNOLOGY CORP.

Investee company

Investments accounted for under the equity method

 

7,198

   

69,104

 

25.00

   

59,441

 

None

Stock

 

ALLIANCE OPTOTEK CORP.

Investee company

Investments accounted for under the equity method

 

3,159

   

32,700

 

21.77

   

32,700

 

None

Stock

 

NEXPOWER TECHNOLOGY CORP.

Investee of UMC and Fortune

Investments accounted for under the equity method

 

24,600

   

234,640

 

5.05

   

234,640

 

None

Stock

 

CRYSTALWISE TECHNOLOGY INC.

Investee company

Investments accounted for under the equity method

 

3,906

   

89,499

 

2.31

   

107,227

 

None

Stock

 

CLIENTRON CORP.

-

Available-for-sale financial assets, noncurrent

 

17,675

   

176,797

 

19.64

   

176,797

 

None

Stock

 

ANOTO TAIWAN CORP.

-

Available-for-sale financial assets, noncurrent

 

783

   

-

 

12.05

   

-

 

None

Stock

 

OCULON OPTOELECTRONICS INC.

-

Available-for-sale financial assets, noncurrent

 

1,947

   

-

 

11.73

   

-

 

None

Stock

 

BCOM ELECTRONICS INC.

-

Available-for-sale financial assets, noncurrent

 

868

   

3,848

 

11.73

   

3,848

 

None

Stock

 

EVERGLORY RESOURCE TECHNOLOGY CO., LTD.

-

Available-for-sale financial assets, noncurrent

 

2,500

   

44,778

 

10.23

   

44,778

 

None

Stock

 

EPITRON TECHNOLOGY INC.

-

Available-for-sale financial assets, noncurrent

 

2,450

   

16,782

 

9.80

   

16,782

 

None

Stock

 

UWIZ TECHNOLOGY CO., LTD.

-

Available-for-sale financial assets, noncurrent

 

4,530

   

52,593

 

9.65

   

52,593

 

None

Stock

 

PRIMESENSOR TECHNOLOGY INC.

-

Available-for-sale financial assets, noncurrent

 

1,225

   

7,254

 

9.30

   

7,254

 

None

Stock

 

AREC INC.

-

Available-for-sale financial assets, noncurrent

 

720

   

7,200

 

9.00

   

7,200

 

None

Stock

 

ELE-CON TECHNOLOGY CO., LTD.

-

Available-for-sale financial assets, noncurrent

 

2,530

   

34,661

 

8.94

   

34,661

 

None

Stock

 

ADVANCE MATERIALS CORP.

-

Available-for-sale financial assets, noncurrent

 

11,910

   

83,249

 

8.67

   

83,249

 

None

Stock

 

AWISE FIBER TECH. CO., LTD.

-

Available-for-sale financial assets, noncurrent

 

1,519

   

18,986

 

8.31

   

18,986

 

None

Stock

 

BORA PHARMACEUTICALS CO., LTD.
(formerly BOBA CORP.)

-

Available-for-sale financial assets, noncurrent

 

1,500

   

52,500

 

7.96

   

52,500

 

None

 

136


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

FORTUNE VENTURE CAPITAL CORP.

 
                                     
               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

MERIDIGEN BIOTECH CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,800

   

$18,000

 

7.44

   

$18,000

 

None

Stock

 

ANDES TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

3,464

   

20,920

 

7.32

   

20,920

 

None

Stock

 

PRINCEDOM PRECISION CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

992

   

3,580

 

7.19

   

3,580

 

None

Stock

 

SHIN-ETSU HANDOTAI TAIWAN CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

10,500

   

105,000

 

7.00

   

105,000

 

None

Stock

 

EXCELLENCE OPTOELECTRONICS INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

8,529

   

66,527

 

6.62

   

66,527

 

None

Stock

 

CANDMARK ELECTROPTICS CO., LTD. (formerly CANDMARK ENTERPRISE CO., LTD.)

 

-

 

Available-for-sale financial assets, noncurrent

 

3,763

   

142,592

 

5.81

   

142,592

 

None

Stock

 

WALTOP INTERNATIONAL CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

4,075

   

12,143

 

5.38

   

12,143

 

None

Stock

 

ACTI CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,874

   

63,125

 

5.29

   

63,125

 

None

Stock

 

LUMITEK CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,785

   

4,141

 

4.81

   

4,141

 

None

Stock

 

LUMINESCENCE TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

524

   

16,007

 

4.52

   

16,007

 

None

Stock

 

DAWNING LEADING TECHNOLOGY INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

9,365

   

118,937

 

4.50

   

118,937

 

None

Stock

 

AMOD TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

287

   

10,562

 

4.33

   

10,562

 

None

Stock

 

MOBILE DEVICES INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

2,309

   

-

 

3.96

   

-

 

None

Stock

 

POWERTEC ENERGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

18,700

   

184,623

 

3.76

   

184,623

 

None

Stock

 

ITE TECH. INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

7,730

   

186,284

 

3.75

   

186,284

 

None

Stock

 

HITOP COMMUNICATIONS CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

481

   

2,867

 

3.72

   

2,867

 

None

Stock

 

SUBTRON TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

10,129

   

84,069

 

3.43

   

84,069

 

None

Stock

 

TOPOINT TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

4,869

   

87,147

 

3.11

   

87,147

 

None

Stock

 

PIXART IMAGING, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

3,426

   

208,331

 

2.55

   

208,331

 

None

Stock

 

DRAMEXCHANGE TECH. INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

336

   

13,860

 

2.48

   

13,860

 

None

 

137


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

FORTUNE VENTURE CAPITAL CORP.

 
                                     
               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

SUPERALLOY INDUSTRIAL CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

4,603

   

$173,432

 

2.34

   

$173,432

 

None

Stock

 

EGIS TECHNOLOGY INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,134

   

6,462

 

2.28

   

6,462

 

None

Stock

 

JMICRON TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,645

   

50,817

 

2.23

   

50,817

 

None

Stock

 

LICO TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

2,520

   

6,123

 

2.03

   

6,123

 

None

Stock

 

HIGH POWER OPTOELECTRONICS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,530

   

643

 

0.81

   

643

 

None

Stock

 

ASIA PACIFIC MICROSYSTEMS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

678

   

3,776

 

0.43

   

3,776

 

None

Stock

 

MERCURIES LIFE INSURANCE CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

4,541

   

71,746

 

0.39

   

71,746

 

None

Stock

 

TXC CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

666

   

27,322

 

0.22

   

27,322

 

None

Stock

 

IC PLUS CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

160

   

1,310

 

0.18

   

1,310

 

None

Stock

 

UNITED MICROELECTRONICS CORP.

 

Investor company

 

Available-for-sale financial assets, noncurrent

 

16,079

   

233,142

 

0.13

   

233,142

 

None

Stock

 

DARCHUN VENTURE CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

3,510

   

35,100

 

19.65

   

Note 1

 

None

Stock

 

GOLDEN TECHNOLOGY VENTURE CAPITAL INVESTMENT CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

2,591

   

24,790

 

10.67

   

Note 1

 

None

Stock

 

NCTU SPRING I TECHNOLOGY VENTURE CAPITAL INVESTMENT CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

1,194

   

7,326

 

10.06

   

Note 1

 

None

Stock

 

RISELINK VENTURE CAPITAL CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

5,998

   

56,616

 

6.67

   

Note 1

 

None

Stock

 

PARAWIN VENTURE CAPITAL CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

4,500

   

36,900

 

5.00

   

Note 1

 

None

Stock

 

IBT VENTURE CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

387

   

2,384

 

3.81

   

Note 1

 

None

Stock

 

ANIMATION TECHNOLOGIES INC.

 

-

 

Financial assets measured at cost, noncurrent

 

525

   

-

 

3.16

   

Note 1

 

None

Stock

 

FIRST INTERNATIONAL TELECOM CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

4,610

   

-

 

1.02

   

Note 1

 

None

Stock

 

PRINTECH INTERNATIONAL INC.

 

-

 

Financial assets measured at cost, noncurrent

 

97
(Note 2)

   

-

 

0.00

   

Note 1

 

None

Fund

 

IGLOBE PARTNERS FUND, L.P.

 

-

 

Financial assets measured at cost, noncurrent

 

-

   

37,351

 

-

   

N/A

 

None

 

138


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

FORTUNE VENTURE CAPITAL CORP.

 
                                     
               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock-Preferred stock

 

AEVOE INTERNATIONAL LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

4,170

   

$181,286

 

-

   

N/A

 

None

                                     

Note 1 : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of June 30, 2013.

Note 2 : The number of shares presented in the table is one unit of common share.

                                     

TLC CAPITAL CO., LTD.

   
                                   
               

June 30, 2013

 

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Convertible bonds

 

APEX BIO CORP.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

220

   

$22,880

 

-

   

$22,880

 

None

Stock

 

SOARING CAPITAL CORP.

 

Investee company

 

Investments accounted for under the equity method

 

900

   

8,337

 

100.00

   

8,337

 

None

Capital

 

SHANDONG HUAHONG ENERGY INVEST CO., INC.

 

Investee company

 

Investments accounted for under the equity method

 

-

   

717,718

 

50.00

   

719,421

 

None

Stock

 

LIST EARN ENTERPRISE INC.

 

Investee company

 

Investments accounted for under the equity method

 

309

   

9,817

 

49.00

   

9,817

 

None

Stock

 

ALLIANCE OPTOTEK CORP.

 

Investee company

 

Investments accounted for under the equity method

 

6,657

   

68,918

 

45.88

   

68,918

 

None

Stock

 

YUNG LI INVESTMENTS, INC.

 

Investee company

 

Investments accounted for under the equity method

 

0.28

   

217,840

 

45.16

   

217,840

 

None

Fund

 

CTC CAPITAL PARTNERS I, L.P.

 

Investee company

 

Investments accounted for under the equity method

 

-

   

138,327

 

31.40

   

138,327

 

None

Stock

 

NEXPOWER TECHNOLOGY CORP.

 

Investee of UMC and TLC

 

Investments accounted for under the equity method

 

28,601

   

272,799

 

5.87

   

272,799

 

None

 

139


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

TLC CAPITAL CO., LTD.

   
                                   
               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

EXOJET TECHNOLOGY CORP.

 

Investee company

 

Investments accounted for under the equity method

 

1,250

   

$10,668

 

4.34

   

$10,323

 

None

Stock

 

TOPCELL SOLAR INTERNATIONAL CO., LTD.

 

Investee company

 

Investments accounted for under the equity method

 

6,508

   

57,894

 

2.37

   

40,015

 

None

Stock

 

BEAUTY ESSENTIALS INTERNATIONAL LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

100,000

   

149,000

 

11.57

   

149,000

 

None

Stock

 

SUPERALLOY INDUSTRIAL CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

9,804

   

369,410

 

4.98

   

369,410

 

None

Stock

 

CANDMARK ELECTROPTICS CO., LTD. (formerly CANDMARK ENTERPRISE CO., LTD.)

 

-

 

Available-for-sale financial assets, noncurrent

 

2,745

   

104,001

 

4.24

   

104,001

 

None

Stock

 

TOPOINT TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

6,359

   

113,821

 

4.06

   

113,821

 

None

Stock

 

POWERTEC ENERGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

18,700

   

184,623

 

3.76

   

184,623

 

None

Stock

 

ASIA PACIFIC MICROSYSTEMS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

5,837

   

32,510

 

3.72

   

32,510

 

None

Stock

 

SIMPLO TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

5,460

   

709,775

 

1.77

   

709,775

 

None

Stock

 

ITE TECH. INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

37

   

915

 

0.02

   

915

 

None

Stock

 

E-ONE MOLI ENERGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

2,408

   

24,107

 

0.96

   

24,107

 

None

Stock

 

TXC CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,978

   

81,098

 

0.64

   

81,098

 

None

Stock

 

CANDO CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

5,047

   

80,750

 

0.55

   

80,750

 

None

Stock

 

MERCURIES LIFE INSURANCE CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

4,931

   

77,908

 

0.43

   

77,908

 

None

Stock

 

CASETEK HOLDINGS LIMITED (CAYMAN)

 

-

 

Available-for-sale financial assets, noncurrent

 

1,000

   

155,000

 

0.29

   

155,000

 

None

Stock

 

CHUNGHWA TELECOM CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

2,930

   

298,893

 

0.04

   

298,893

 

None

Stock

 

KU6 MEDIA CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

0.078

   

-

 

0.00

   

-

 

None

Stock-Preferred stock

 

TOUCH MEDIA INTERNATIONAL HOLDINGS

 

-

 

Financial assets measured at cost, noncurrent

 

7,575

   

293,729

 

-

   

N/A

 

None

Stock-Preferred stock

 

YETI GROUP LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

7,520

   

118,336

 

-

   

N/A

 

None

Stock-Preferred stock

 

WINKING ENTERTAINMENT LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

3,411

   

134,894

 

-

   

N/A

 

None

 

140


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

TLC CAPITAL CO., LTD.

   
                                   
               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

WINKING ENTERTAINMENT LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

819

   

$242

 

-

   

N/A

 

None

Fund

 

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

 

-

 

Financial assets measured at cost, noncurrent

 

-

   

28,131

 

-

   

N/A

 

None

Stock-Preferred stock

 

YOUJIA GROUP LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

1,389

   

45,308

 

-

   

N/A

 

None

Stock-Preferred stock

 

ALO7.COM LIMITED(CAYMAN)

 

-

 

Financial assets measured at cost, noncurrent

 

1,168

   

74,432

 

-

   

N/A

 

None

Stock-Preferred stock

 

ADWO MEDIA HOLDING LIMITED (CAYMAN)

 

-

 

Financial assets measured at cost, noncurrent

 

548

   

43,912

 

-

   

N/A

 

None

Stock-Preferred stock

 

COOLTRANS INTERNATIONAL INC.

 

-

 

Financial assets measured at cost, noncurrent

 

11,667

   

203,490

 

-

   

N/A

 

None

Stock-Preferred stock

 

IMO, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

4,412

   

89,226

 

-

   

N/A

 

None

Stock-Preferred stock

 

MONTAGE TECHNOLOGY GROUP LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

1,664

   

182,766

 

-

   

N/A

 

None

                                     

UNITRUTH INVESTMENT CORP.

   
                                     
               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Convertible bonds

 

ORISE TECHNOLOGY CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

500

   

$56,000

 

-

   

$56,000

 

None

Stock

 

MOS ART PACK CORP.

 

Investee company

 

Investments accounted for under the equity method

 

9,869

   

60,524

 

18.53

   

60,524

 

None

Stock

 

ALLIANCE OPTOTEK CORP.

 

Investee company

 

Investments accounted for under the equity method

 

996

   

10,308

 

6.86

   

10,308

 

None

Stock

 

EXOJET TECHNOLOGY CORP.

 

Investee company

 

Investments accounted for under the equity method

 

1,084

   

12,227

 

3.76

   

8,952

 

None

Stock

 

NEXPOWER TECHNOLOGY CORP.

 

Investee of UMC and UNITRUTH

 

Investments accounted for under the equity method

 

10,990

   

104,825

 

2.25

   

104,825

 

None

Stock

 

TOPCELL SOLAR INTERNATIONAL CO., LTD.

 

Investee company

 

Investments accounted for under the equity method

 

2,815

   

23,198

 

1.03

   

17,310

 

None

Stock

 

AREC INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

640

   

6,400

 

8.00

   

6,400

 

None

Stock

 

OCULON OPTOELECTRONICS INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,288

   

-

 

7.77

   

-

 

None

 

141


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

UNITRUTH INVESTMENT CORP.

   
                                   
               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

BCOM ELECTRONICS INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

569

   

$2,520

 

7.68

   

$2,520

 

None

Stock

 

UWIZ TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

3,410

   

39,593

 

7.27

   

39,593

 

None

Stock

 

EPITRON TECHNOLOGY INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,528

   

10,469

 

6.11

   

10,469

 

None

Stock

 

AWISE FIBER TECH.CO.,LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,089

   

13,608

 

5.95

   

13,608

 

None

Stock

 

EXCELLENCE OPTOELECTRONICS INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

6,374

   

49,716

 

4.94

   

49,716

 

None

Stock

 

ELE-CON TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,390

   

19,048

 

4.91

   

19,048

 

None

Stock

 

EVERGLORY RESOURCE TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,200

   

21,494

 

4.91

   

21,494

 

None

Stock

 

PRINCEDOM PRECISION CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

661

   

2,386

 

4.79

   

2,386

 

None

Stock

 

ADVANCE MATERIALS CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

6,039

   

42,210

 

4.39

   

42,210

 

None

Stock

 

AMOD TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

252

   

9,266

 

3.80

   

9,266

 

None

Stock

 

CANDMARK ELECTROPTICS CO., LTD. (formerly CANDMARK ENTERPRISE CO., LTD.)

 

-

 

Available-for-sale financial assets, noncurrent

 

2,017

   

76,430

 

3.12

   

76,430

 

None

Stock

 

WALTOP INTERNATIONAL CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

2,195

   

6,542

 

2.90

   

6,542

 

None

Stock

 

DRAMEXCHANGE TECH. INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

336

   

13,860

 

2.48

   

13,860

 

None

Stock

 

EGIS TECHNOLOGY INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,016

   

5,792

 

2.05

   

5,792

 

None

Stock

 

ACTI CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

716

   

24,110

 

2.02

   

24,110

 

None

Stock

 

LUMITEK CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

683

   

1,585

 

1.84

   

1,585

 

None

Stock

 

TOPOINT TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,305

   

23,358

 

0.83

   

23,358

 

None

Stock

 

SUPERALLOY INDUSTRIAL CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,473

   

55,498

 

0.75

   

55,498

 

None

Stock

 

MOBILE DEVICES INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

300

   

-

 

0.51

   

-

 

None

Stock

 

JMICRON TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

328

   

10,127

 

0.44

   

10,127

 

None

 

142


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

UNITRUTH INVESTMENT CORP.

   
                                   
               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

IC PLUS CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

334

   

$2,737

 

0.39

   

$2,737

 

None

Stock

 

HIGH POWER OPTOELECTRONICS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

510

   

214

 

0.27

   

214

 

None

Stock

 

ASIA PACIFIC MICROSYSTEMS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

353

   

1,964

 

0.22

   

1,964

 

None

Stock

 

MERCURIES LIFE INSURANCE CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

2,080

   

32,871

 

0.18

   

32,871

 

None

Stock

 

PRINTECH INTERNATIONAL INC.

 

-

 

Financial assets measured at cost, noncurrent

 

97
(Note 2)

   

-

 

0.00

   

Note 1

 

None

                                     

Note 1 : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of June 30, 2013.

Note 2 : The number of shares presented in the table is one unit of common share.

                                     

SOARING CAPITAL CORP.

   
               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

Shares as collateral
(thousand)

Capital

 

UNITRUTH ADVISOR (SHANGHAI)
CO., LTD.

 

Investee company

 

Investments accounted for under the equity method

 

-

   

$5,517

 

100.00

   

$5,517

 

None

                                     

UMC CAPITAL CORP.

               

June 30, 2013

   

Type of securities

Name of securities

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock-Preferred stock

 

MORGAN STANLEY CAP TRUST VII

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

14

 

USD

356

 

-

 

USD

356

 

None

Stock

 

UMC CAPITAL (USA)

 

Investee company

 

Investments accounted for under the equity method

 

200

 

USD

478

 

100.00

 

USD

478

 

None

 

143


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

UMC CAPITAL CORP.

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

Shares as collateral
(thousand)

Stock

 

ECP VITA PTE LTD.

 

Investee company

 

Investments accounted for under the equity method

 

9,000

 

USD

10,765

 

100.00

 

USD

10,765

 

None

Stock-Preferred stock

 

ACHIEVE MADE INTERNATIONAL LTD.

 

Investee company

 

Investments accounted for under the equity method

 

2,644

 

USD

4,111

 

47.93

 

USD

421

 

None

Stock

 

ACHIEVE MADE INTERNATIONAL LTD.

 

Investee company

 

Investments accounted for under the equity method

 

80

 

USD

160

 

1.45

 

USD

160

 

None

Stock

 

UC FUND II

 

Investee company

 

Investments accounted for under the equity method

 

5,000

 

USD

132

 

35.45

 

USD

132

 

None

Fund

 

TRANSLINK CAPITAL PARTNERS I L.P.

 

Investee company

 

Investments accounted for under the equity method

 

-

 

USD

3,716

 

10.38

 

USD

3,716

 

None

Stock

 

PARADE TECHNOLOGIES, LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

2,697

 

USD

21,450

 

5.14

 

USD

21,450

 

None

American Depositary Shares

 

CHUNGHWA TELECOM CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

320

 

USD

10,275

 

0.04

 

USD

10,275

 

None

Stock

 

PATENTOP, LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

720

   

0

 

18.00

   

Note

 

None

Stock

 

OCTTASIA INVESTMENT HOLDING INC.

 

-

 

Financial assets measured at cost, noncurrent

 

7,035

 

USD

7,035

 

9.76

   

Note

 

None

Stock-Preferred stock

 

GCT SEMICONDUCTOR, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

175

 

USD

1,000

 

-

   

N/A

 

None

Stock-Preferred stock

 

FORTEMEDIA, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

12,241

 

USD

5,828

 

-

   

N/A

 

None

Stock-Preferred stock

 

WISAIR, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

173

   

0

 

-

   

N/A

 

None

Stock-Preferred stock

 

EAST VISION TECHNOLOGY LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

2,770

 

USD

4,820

 

-

   

N/A

 

None

Fund

 

VENGLOBAL CAPITAL FUND III, L.P.

 

-

 

Financial assets measured at cost, noncurrent

 

-

 

USD

651

 

-

   

N/A

 

None

Stock-Preferred stock

 

REALLUSION (CAYMAN) HOLDING INC.

 

-

 

Financial assets measured at cost, noncurrent

 

1,872

 

USD

555

 

-

   

N/A

 

None

Fund

 

DEXON DYNAMIC INVESTMENT FUND VIII

 

-

 

Financial assets measured at cost, noncurrent

 

9

 

USD

9,000

 

-

   

N/A

 

None

 

144


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

UMC CAPITAL CORP.

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock-Preferred stock

 

SIFOTONICS TECHNOLOGIES CO., LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

3,500

 

USD

3,000

 

-

   

N/A

 

None

Stock-Preferred stock

 

NEVO ENERGY, INC. (formerly SOLARGEN ENERGY INC.)

 

-

 

Financial assets measured at cost, noncurrent

 

4,980

 

USD

4,980

 

-

   

N/A

 

None

Fund

 

TRANSLINK CAPITAL PARTNERS II L.P.

 

-

 

Financial assets measured at cost, noncurrent

 

-

 

USD

1,705

 

-

   

N/A

 

None

Stock-Preferred stock

 

TRILLIANT HOLDINGS, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

4,000

 

USD

5,000

 

-

   

N/A

 

None

Stock

 

AICENT HOLDINGS CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

100

 

USD

50

 

-

   

Note

 

None

Stock-Preferred stock

 

AICENT HOLDINGS CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

400

 

USD

200

 

-

   

N/A

 

None

Stock-Preferred stock

 

SWIFTSTACK, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

842

 

USD

720

 

-

   

N/A

 

None

Stock-Preferred stock

 

THISMOMENT,INC

 

-

 

Financial assets measured at cost, noncurrent

 

1,301

 

USD

2,000

 

-

   

N/A

 

None

Stock-Preferred stock

 

NEXENTA SYSTEMS, INC

 

-

 

Financial assets measured at cost, noncurrent

 

1,056

 

USD

2,000

 

-

   

N/A

 

None

Stock-Preferred stock

 

ALPINE ANALYTICS, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

1,749

 

USD

4,500

 

-

   

Note

 

None

Stock-Preferred stock

 

ZYLOGIC SEMICONDUCTOR CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

750

   

-

 

-

   

N/A

 

None

Stock

 

CIPHERMAX, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

95

   

-

 

-

   

Note

 

None

 

Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of June 30, 2013.

                                     

 

145


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

UMC NEW BUSINESS INVESTMENT CORP.

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

TERA ENERGY DEVELOPMENT CO., LTD.

 

Investee company

 

Investments accounted for under the equity method

 

18,000

   

$169,624

 

100.00

   

$169,624

 

None

Stock

 

EVERRICH ENERGY CORPORATION

 

Investee company

 

Investments accounted for under the equity method

 

29,283

   

359,480

 

89.28

   

359,480

 

None

Stock

 

UNISTARS CORPORATION

 

Investee company

 

Investments accounted for under the equity method

 

26,824

   

88,814

 

72.04

   

88,638

 

None

Stock

 

TOPCELL SOLAR INTERNATIONAL CO., LTD.

 

Investee company

 

Investments accounted for under the equity method

 

170,931

   

1,052,423

 

62.38

   

1,050,996

 

None

Stock

 

UNITED LIGHTING OPTO-ELECTRONIC INC.

 

Investee company

 

Investments accounted for under the equity method

 

8,949

   

11,618

 

55.25

   

11,618

 

None

Stock

 

UNITED LED CORPORATION HONG KONG LIMITED

 

Investee company

 

Investments accounted for under the equity method

 

22,500

   

433,623

 

45.00

   

433,623

 

None

Stock

 

LTI REENERGY CO., LTD.

 

Investee company

 

Investments accounted for under the equity method

 

400

   

4,492

 

40.00

   

4,492

 

None

Stock

 

WINAICO IMMOBILIEN GMBH

 

Investee company

 

Investments accounted for under the equity method

 

5,900

   

211,733

 

32.78

   

215,991

 

None

Stock

 

SOLARGATE TECHNOLOGY CORPORATION

 

-

 

Available-for-sale financial assets, noncurrent

 

12,437

   

7,959

 

15.94

   

7,959

 

None

Stock

 

WIN WIN PRECISION TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

3,150

   

55,125

 

6.93

   

55,125

 

None

Stock

 

LICO TECHNOLOGY CORPORATION

 

-

 

Available-for-sale financial assets, noncurrent

 

4,089

   

9,935

 

3.29

   

9,935

 

None

Stock

 

POWERTEC ENERGY CORPORATION

 

-

 

Available-for-sale financial assets, noncurrent

 

10,000

   

98,729

 

2.01

   

98,729

 

None

Fund

 

PAMIRS FUND SEGREGATED PORTFOLIO II

 

-

 

Available-for-sale financial assets, noncurrent

 

2

   

70,879

 

-

   

70,879

 

None

                                     

 

146


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

EVERRICH ENERGY CORP.

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

EVERRICH ENERGY INVESTMENT (HK) LIMITED

 

Investee company

 

Investments accounted for under the equity method

 

3,200

   

$301,695

 

100.00

   

$301,695

 

None

Stock

 

SMART ENERGY ENTERPRISES LIMITED

 

Investee company

 

Investments accounted for under the equity method

 

1,821

   

22,409

 

100.00

   

22,409

 

None

                                     

EVERRICH ENERGY INVESTMENT (HK) LIMITED

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Capital

 

EVERRICH (SHANDONG) ENERGY CO., LTD.

 

Investee company

 

Investments accounted for under the equity method

 

-

   

$299,139

 

100.00

   

$299,139

 

None

                                     

SMART ENERGY ENTERPRISES LIMITED

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Capital

 

SMART ENERGY SHANDONG CORPORATION

 

Investee company

 

Investments accounted for under the equity method

 

-

   

$21,031

 

100.00

   

$21,031

 

None

                                     

EVERRICH (SHANDONG) ENERGY CO., LTD.

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Capital

 

GOLMUD SOLARGIGA ENERGY ELECTRIC POWER CO., LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

-

   

$48,620

 

10.00

   

Note

 

None

                                     

Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of June 30, 2013.

                                     

WAVETEK MICROELECTRONICS CORPORATION

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

WAVETEK MICROELECTRONICS INVESTMENT (HK) LIMITED

 

Investee company

 

Investments accounted for under the equity method

 

0

   

$0

 

100.00

   

$0

 

None

                                     
                                     

 

147


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

TERA ENERGY DEVELOPMENT CO., LTD

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

TERA ENERGY USA INC.

 

Investee company

 

Investments accounted for under the equity method

 

0

   

$27

 

100.00

   

$27

 

None

Stock

 

WINAICO SOLAR PROJEKT 1 GMBH

 

Investee company

 

Investments accounted for under the equity method

 

1,120

   

45,046

 

50.00

   

45,046

 

None

Stock

 

WINAICO IMMOBILIEN GMBH

 

Investee company

 

Investments accounted for under the equity method

 

2,160

   

79,124

 

12.00

   

79,074

 

None

Stock

 

TIAN TAI YI ENERGY CO., LTD.

 

-

 

Prepayment for investments

 

500

   

5,000

 

-

   

-

 

None

                                     

GREEN EARTH LIMITED

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Fund

 

DAIWA QUANTUM CAPITAL PARTNERS I, L.P.

 

Investee company

 

Investments accounted for under the equity method

 

-

   

$18,335

 

12.50

   

$18,335

 

None

                                     
                                     

NEXPOWER TECHNOLOGY CORPORATION

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Capital

 

SOCIALNEX ITALIA 1 S.R.L.

 

Investee company

 

Investments accounted for under the equity method

 

-

   

$135,770

 

100.00

   

$135,770

 

None

Stock

 

NPT HOLDING LIMITED

 

Investee company

 

Investments accounted for under the equity method

 

0

   

0

 

100.00

   

0

 

None

Capital

 

ASEPOWER 1 S.R.L.

 

Investee company

 

Investments accounted for under the equity method

 

-

   

-

 

75.00

   

-

 

None

Stock

 

PACIFIC-GREEN INTEGRATED TECHNOLOGY INC.

 

-

 

Financial assets measured at cost-noncurrent

 

54

   

3,244

 

18.00

   

Note

 

None

                                     

Note : Net assets value of Financial assets measured at cost can't be acquired in time.

                                     

 

148


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

NPT HOLDING LIMITED

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

NLL HOLDING LIMITED

 

Investee company

 

Investments accounted for under the equity method

 

0

   

$0

 

100.00

   

$0

 

None

                                     

UMC INVESTMENT(SAMOA) LIMITED

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Capital

 

UMC (BEIJING) LIMITED

 

Investee company

 

Investments accounted for under the equity method

 

-

   

$15,478

 

100.00

   

$15,478

 

None

                                     

BEST ELITE INTERNATIONAL LIMITED

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Capital

 

INFOSHINE TECHNOLOGY LIMITED

 

Investee company

 

Investments accounted for under the equity method

 

-

 

USD

236,853

 

100.00

 

USD

236,853

 

None

                                     

INFOSHINE TECHNOLOGY LIMITED

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Capital

 

OAKWOOD ASSOCIATES LIMITED

 

Investee company

 

Investments accounted for under the equity method

 

-

 

USD

236,376

 

100.00

 

USD

236,376

 

None

                                     

OAKWOOD ASSOCIATES LIMITED

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Capital

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

Investee company

 

Investments accounted for under the equity method

 

-

 

USD

564,915

 

100.00

 

USD

564,915

 

None

 

149


 
 

 

ATTACHMENT 4 (Securities held as of June 30, 2013)

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

                                     

ALLIANCE OPTOTEK CORP.

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

LIGHT HOUSE GLOBAL INCORPORATED

 

Investee company

 

Investments accounted for under the equity method

 

2,120

   

$38,753

 

100.00

   

$38,753

 

None

                                     

LIGHT HOUSE GLOBAL INCORPORATED

               

June 30, 2013

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Book value

 

Percentage of ownership (%)

 

Market value/
Net assets value

 

Shares as collateral
(thousand)

Capital

 

ALLIANCE OPTOTEK DONGGUAN CO., LTD.

 

Investee company

 

Investments accounted for under the equity method

 

-

   

$38,234

 

100.00

   

$38,234

 

None

 

150


 
 

 

ATTACHMENT 5 (Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$100 million or 20 percent of the capital stock for the six-month period ended June 30, 2013)

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

                                                                     

UNITED MICROELECTRONICS CORPORATION

Type of securities

 

Name of the securities

 

Financial statement account

 

Counter-party

 

Relationship

 

Beginning balance

 

Addition

 

Disposal

 

Ending balance

         

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Cost
(Note 2)

 

Gain (Loss)
from disposal

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

Stock

 

NOVATEK MICROELECTRONICS CORP.

 

Available-for-sale financial assets, current

 

Open market

 

-

 

13,006

   

$1,528,134

 

-

   

$-

 

11,840

   

$1,464,468

   

$366,365

   

$1,098,103

 

1,166
(Note 3)

   

$169,690
(Note 3)

Stock

 

BEST ELITE INTERNATIONAL LIMITED

 

Investments accounted for under the equity method

 

Acquisition

 

-

 

240,972

   

3,776,610

 

356,710

   

11,784,713

 

-

   

-

   

906,739

   

906,739

 

597,682

   

15,625,794
(Note 4)

Stock

 

WAVETEK MICROELECTRONICS CORPORATION

 

Investments accounted for under the equity method

 

UMC NEW BUSINESS INVESTMENT CORP.

 

Investee company

 

-

   

-

 

88,213

   

960,274

 

-

   

-

   

-

   

-

 

88,213

   

460,634
(Note 5)

                                                                     

Note 1 : The amounts of beginning and ending balances of available for sale financial assets are recorded at the prevailing market prices. The amounts of beginning and ending balances of investments accounted for under the equity method include adjustment under the equity method.

Note 2 : The disposal cost represents historical cost.

Note 3 : The ending number of shares and amount includes the reclassification from available-for-sale financial assets, noncurrent to available-for-sale financial assets, current due to the adjustments of exchange prices.

Note 4: The ending balance includes share of income of associates and joint ventures of NT$380,951 thousand, additional paid-in capital adjustment under equity method of NT$344,332 thousand, and exchange differences on translation of foreign operations adjustment under equity method of NT$245,927 thousand.

Note 5: The ending balance includes share of income of associates and joint ventures of NT$(130,150) thousand, additional paid-in capital adjustment under equity method of NT$181 thousand, and exchange differences on translation of foreign operations adjustment under equity method of NT$(369,671) thousand.

                                                                     

FORTUNE VENTURE CAPITAL CORP.

Type of securities

 

Name of the securities

 

Financial statement account

 

Counter-party

 

Relationship

 

Beginning balance

 

Addition

 

Disposal

 

Ending balance

         

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Cost
(Note 2)

 

Gain (Loss)
from disposal

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

Stock

 

TOPCELL SOLAR INTERNATIONAL CO., LTD.

 

Investments accounted for under the equity method

 

Purchase of newly issued shares

 

Investee company

 

26,810

   

$44,009

 

64,855

   

$648,552

 

-

   

$-

   

$-

   

$-

 

71,363
(Note 3)

   

$456,667
(Note 4)

Stock

 

PIX ART IMAGING INC.

 

Available-for-sale financial assets, noncurrent

 

Open market

 

-

 

6,100

   

421,533

 

-

   

-

 

2,674

   

170,745

   

33,220

   

137,525

 

3,426

   

$208,331

                                                                     

Note 1: The amounts of beginning and ending balances of available for sale financial assets are recorded at the prevailing market prices. The amounts of beginning and ending balances of investments accounted for under the equity method include adjustment under the equity method.

Note 2 : The disposal cost represents historical cost.

Note 3 : The ending balance includes the decrease of 20,302 thousand shares due to capital reduction for offsetting accumulated losses.

Note 4: The ending balance includes share of income of associates and joint ventures of NT$(159,458) thousand, exchange differences on translation of foreign operations adjustment under equity method of NT$(75,790) thousand, and additional paid-in capital adjustment under equity method of NT$(646) thousand .

                                                                     

TLC CAPITAL CO., LTD.

Type of securities

 

Name of the securities

 

Financial statement account

 

Counter-party

 

Relationship

 

Beginning balance

 

Addition

 

Disposal

 

Ending balance

         

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Cost
(Note 2)

 

Gain (Loss)
from disposal

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

Stock-Preferred stock

 

MONTAGE TECHNOLOGY GROUP LIMITED.

 

Financial assets measured at cost, noncurrent

 

Individuals not belonging to any related parties

 

-

 

-

   

$-

 

1,664

   

$182,766

 

-

   

$-

   

$-

   

$-

 

1,664

   

$182,766

Stock

 

SIMPLO TECHNOLOGY CO., LTD.

 

Available-for-sale financial assets, noncurrent

 

Open market

 

-

 

6,250

   

912,471

 

-

   

-

 

790

   

104,845

   

25,557

   

79,288

 

5,460

   

709,775

                                                                     

Note 1: The amounts of beginning and ending balances of available for sale financial assets are recorded at the prevailing market prices.

Note 2: The disposal cost represents historical cost.

                                                                     

 

151


 
 

 

ATTACHMENT 5 (Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$100 million or 20 percent of the capital stock for the six-month period ended June 30, 2013)
(Amount in thousand; Currency denomination in NTD or in foreign currencies)

                                                                       

UMC NEW BUSINESS INVESTMENT CORP.

Type of securities

 

Name of the securities

 

Financial statement account

 

Counter-party

 

Relationship

 

Beginning balance

 

Addition

 

Disposal

 

Ending balance

         

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

 

Units
(thousand)/
bonds/
shares
(thousand)

 

Amount

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Cost
(Note2)

 

Gain (Loss) from disposal
(Note3)

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

Stock

 

WAVETEK MICROELECTRONICS CORPORATION

 

Investments accounted for under the equity method

 

UNITED MICROELECTRONICS CORPORATION

 

Investor company

 

88,213

   

$590,603

 

-

   

$-

 

88,213

   

$960,274

   

$590,603

   

$-

 

-

   

$-

                                                                       

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

Note 2: The disposal cost represents historical cost.

Note 3: The transaction was accounted for as an organization restructuring, and the exceed of sales proceeds own carrying amount by NT$369,671 thousand and the paid-in capital-long-term investment amounting to NT$203 thousand were changed to additional paid-in capital-premium.

                                                                       

UMC CAPITAL CORP.

Type of securities

 

Name of the securities

 

Financial statement account

 

Counter-party

 

Relationship

 

Beginning balance

 

Addition

 

Disposal

 

Ending balance

         

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

 

Units
(thousand)/
bonds/
shares
(thousand)

 

Amount

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount

 

Cost

 

Gain (Loss) from disposal

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

Stock

 

PARADE TECHNOLOGIES, LTD.

 

Available-for-sale financial assets, noncurrent

 

Open market

 

-

 

3,925

   

USD 29,732

 

-

   

$-

 

1,228

   

USD 11,225

   

USD 520

   

USD 10,705

 

2,697

   

USD 21,450

Stock-Preferred stock

 

ALPINE ANALYTICS, INC.

 

Financial assets measured at cost, noncurrent

 

Purchase of newly issued shares

 

-

 

-

   

-

 

1,749

   

USD 4,500

 

-

   

-

   

-

   

-

 

1,749

   

USD 4,500

                                                                       

Note 1: The amounts of beginning and ending balances of available for sale financial assets are recorded at the prevailing market prices.

 

152


 
 

 

ATTACHMENT 6 (Acquisition of individual real estate with amount exceeding the lower of NT$100 million or 20 percent of the capital stock for the six-month period ended June 30, 2013)

(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

                         
                           
                           

 

 

 

153


 
 

 

ATTACHMENT 7 (Disposal of individual real estate with amount exceeding the lower of NT$100 million or 20 percent of the capital stock for the six-month period ended June 30, 2013)

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

                                             

Names of properties

 

Transaction date

 

Date of original acquisition

 

Book value

 

Transaction amount

 

Status of proceeds collection

 

Gain (Loss) from disposal

 

Counter-party

 

Relationship

 

Reason of disposal

 

Price reference

 

Other commitments

None

                                           
                                             
                                             

 

 

 

154


 
 

 

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 six-month period ended June 30, 2013)

(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

Related party

 

Relationship

 

Purchases (Sales)

 

Amount

 

Percentage of total purchases (sales) (%)

 

Term

 

Unit price

 

Term

 

Balance

 

Percentage of total receivables (payable) (%)

 

UMC GROUP (USA)

 

Investee company

 

Sales

   

$25,602,363

 

48

%

 

Net 60 Days

 

N/A

 

N/A

   

$6,202,964

   

37

%

   

UMC JAPAN

 

Investee company

 

Sales

   

402,348

 

1

%

 

Net 60 Days

 

N/A

 

N/A

   

56,834

   

0

%

   

SILICON INTEGRATED SYSTEMS CORP.

 

The Company's director

 

Sales

   

132,859

 

0

%

 

Month-end 45 Days

 

N/A

 

N/A

   

20,321

   

0

%

   

UMC GROUP JAPAN

 

Investee company

 

Sales

   

770,437

 

1

%

 

Net 60 Days

 

N/A

 

N/A

   

763,519

   

5

%

   
                                                   

UMC GROUP (USA)

                                                   
       

Transactions

 

Details of non-arm's length transaction

 

Notes and accounts receivable (payable)

 

Note

Related party

 

Relationship

 

Purchases (Sales)

 

Amount

 

Percentage of total purchases (sales) (%)

 

Term

 

Unit price

 

Term

 

Balance

 

Percentage of total receivables (payable) (%)

 

UNITED MICROELECTRONICS
CORPORATION

 

Investor company

 

Purchases

 

USD

857,763

 

100

%

 

Net 60 Days

 

N/A

 

N/A

 

USD

207,249

   

100

%

   
                                                   

UMC JAPAN

                                                   
       

Transactions

 

Details of non-arm's length transaction

 

Notes and accounts receivable (payable)

 

Note

Related party

 

Relationship

 

Purchases (Sales)

 

Amount

 

Percentage of total purchases (sales) (%)

 

Term

 

Unit price

 

Term

 

Balance

 

Percentage of total receivables (payable) (%)

 

UNITED MICROELECTRONICS
CORPORATION

 

Investor company

 

Purchases

 

JPY

1,160,909

 

100

%

 

Net 60 Days

 

N/A

 

N/A

 

JPY

2,051

   

3

%

   
                                                   

UMC GROUP JAPAN

                                                   
       

Transactions

 

Details of non-arm's length transaction

 

Notes and accounts receivable (payable)

 

Note

Related party

 

Relationship

 

Purchases (Sales)

 

Amount

 

Percentage of total purchases (sales) (%)

 

Term

 

Unit price

 

Term

 

Balance

 

Percentage of total receivables (payable) (%)

 

UNITED MICROELECTRONICS
CORPORATION

 

Investor company

 

Purchases

 

JPY

2,426,245

 

100

%

 

Net 60 Days

 

N/A

 

N/A

 

JPY

2,515,621

   

100

%

   

 

155


 
 

 

ATTACHMENT 9 (Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of for the six-month period ended June 30, 2013)

(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

 

Allowance for doubtful accounts

   

Related party

Relationship

Notes receivable

 

Accounts receivable

 

Other receivables

 

Total

   

Amount

 

Collection status

UMC GROUP (USA)

 

Investee company

 

$-

 

$6,202,964

 

$10

 

$6,202,974

 

9.44

 

$-

 

-

 

$5,372,840

 

$7,907

UMC GROUP JAPAN

 

Investee company

 

-

 

763,519

 

86

 

763,605

 

4.04

 

749

 

Collection in subsequent period

 

195,080

 

-

                                         

NEXPOWER TECHNOLOGY CORPORATION

                                         
       

Ending balance

Turnover rate (times)

 

Overdue receivables

 

Amount received in subsequent period

 

Allowance for doubtful accounts

   

Related party

Relationship

Notes receivable

 

Accounts receivable

 

Other receivables

 

Total

   

Amount

 

Collection status

SOCIALNEX ITALIA 1 S.R.L.

 

Investee company

 

$-

 

$84,388

 

$15,930

 

$100,318

 

-

 

$84,388

 

Business Dunning

 

$-

 

$-

 

 

 

156


 
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of June 30, 2013)

(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 June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

UMC GROUP (USA)

 

Sunnyvale, California, USA

 

IC Sales

 

USD

16,438

 

USD

16,438

 

16,438

 

100.00

 

$1,587,422

   

$127,324

   

$127,324

   

UNITED MICROELECTRONICS (EUROPE) B.V.

 

The Netherlands

 

Marketing support activities

 

USD

5,421

 

USD

5,421

 

9

 

100.00

 

317,106

   

1,476

   

1,476

   

UMC CAPITAL CORP.

 

Grand Cayman, Cayman Islands

 

Investment holding

 

USD

101,500

 

USD

101,500

 

91,663

 

100.00

 

4,761,424

   

384,208

   

384,208

   

GREEN EARTH LIMITED

 

Apia, Samoa

 

Investment holding

 

USD

10,000

 

USD

10,000

 

10,000

 

100.00

 

234,374

   

1,236

   

1,236

   

TLC CAPITAL CO., LTD.

 

Taipei City, Taiwan

 

New business investment

   

6,000,000

   

6,000,000

 

486,150

 

100.00

 

6,020,735

   

(5,359)

   

(5,359)

   

UMC NEW BUSINESS INVESTMENT CORP.

 

Taipei City, Taiwan

 

Investment holding

   

6,000,000

   

6,000,000

 

600,000

 

100.00

 

2,713,206

   

(518,572)

   

(518,572)

   

UMC INVESTMENT (SAMOA) LIMITED

 

Apia, Samoa

 

Investment holding

 

USD

1,520

 

USD

1,520

 

1,520

 

100.00

 

43,874

   

914

   

914

   

FORTUNE VENTURE CAPITAL CORP.

 

Taipei City, Taiwan

 

Consulting and planning for investment in new business

   

5,000,053

   

5,000,053

 

573,800

 

100.00

 

5,242,120

   

(254,594)

   

(254,594)

   

UMC JAPAN

 

Chiba, Japan

 

Sales and manufacturing of integrated circuits

 

JPY

20,541,353

 

JPY

20,541,353

 

6

 

100.00

 

1,706,190

   

(263,664)

   

(263,664)

   

UMC GROUP JAPAN

 

Tokyo, Japan

 

IC Sales

 

JPY

60,000

   

-

 

1

 

100.00

 

(831)

   

(8,276)

   

(8,276)

   

UMC KOREA CO., LTD.

 

Korea

 

Marketing support activities

 

KRW

550,000

   

-

 

110

 

100.00

 

13,587

   

(897)

   

(897)

   

BEST ELITE INTERNATIONAL LIMITED

 

British Virgin Islands

 

Investment holding

 

USD

235,089

 

USD

78,065

 

597,682

 

86.88

 

15,625,794

   

497,303

   

380,951

   

WAVETEK MICROELECTRONICS CORPORATION

 

Hsinchu City, Taiwan

 

GaAs Foundry service

   

960,274

   

-

 

88,213

 

74.69

 

460,634

   

(174,245)

   

(130,150)

   

MTIC HOLDINGS PTE. LTD.

 

Singapore

 

Investment holding

 

SGD

12,000

 

SGD

12,000

 

12,000

 

45.44

 

183,293

   

(2,304)

   

(1,047)

   

MEGA MISSION LIMITED PARTNERSHIP

 

Grand Cayman, Cayman Islands

 

Investment holding

 

USD

67,500

 

USD

67,500

 

-

 

45.00

 

1,805,365

   

657,210

   

295,745

   

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

5,331,885

   

5,331,885

 

215,283

 

44.16

 

2,053,415

   

(458,792)

   

(202,593)

   

UNITECH CAPITAL INC.

 

British Virgin Islands

 

Investment holding

 

USD

21,000

 

USD

21,000

 

21,000

 

42.00

 

704,128

   

11,101

   

4,662

   

HSUN CHIEH INVESTMENT CO., LTD.

 

Taipei City, Taiwan

 

Investment holding

   

336,241

   

336,241

 

117,275

 

36.49

 

3,155,382

   

18,792

   

7,440

   

UNIMICRON HOLDING LIMITED

 

Apia, Samoa

 

Investment holding

 

USD

20,000

 

USD

20,000

 

20,000

 

21.93

 

677,576

   

(29,140)

   

(6,390)

   

 

157


 
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of June 30, 2013)

(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 June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

UNITRUTH INVESTMENT CORP.

 

Taipei City, Taiwan

 

Investment holding

   

$800,000

   

$800,000

 

132,660

 

100.00

 

$888,545

   

$(35,465)

   

$(35,465)

   

MOS ART PACK CORP.

 

Hsinchu City, Taiwan

 

IC Packaging

   

290,000

   

290,000

 

29,000

 

54.45

 

177,849

   

-

   

-

 

Note

TOPCELL SOLAR INTERNATIONAL CO., LTD.

 

Taoyuan County, Taiwan

 

Solar power cell manufacturing and sale

   

1,032,692

   

384,140

 

71,363

 

26.04

 

456,667

   

(612,316)

   

(159,458)

   

EXOJET TECHNOLOGY CORP.

 

Hsinchu County, Taiwan

 

Sales and manufacturing of Electronic Materials

   

66,438

   

66,438

 

7,198

 

25.00

 

69,104

   

(11,413)

   

(2,847)

   

ALLIANCE OPTOTEK CORP.

 

Hsinchu County, Taiwan

 

Design and manufacturing of LED

   

130,476

   

115,204

 

3,159

 

21.77

 

32,700

   

(21,665)

   

(4,897)

   

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

678,000

   

678,000

 

24,600

 

5.05

 

234,640

   

(458,792)

   

(23,150)

   

CRYSTALWISE TECHNOLOGY INC.

 

Hsinchu County, Taiwan

 

Sales and manufacturing of brittle material substrates

   

82,652

   

82,652

 

3,906

 

2.31

 

89,499

   

(185,150)

   

(5,243)

   
                                                 

Note : On March 10, 2011, MOS ART PACK CORP. (MAP) reached the decesion of liquidation at it's stockholders' meeting. The Company had ceased to recognize investment income of MAP thereafter.

   
                                                 

TLC CAPITAL CO., LTD.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

SOARING CAPITAL CORP.

 

Samoa

 

Investment holding

 

USD

900

 

USD

900

 

900

 

100.00

 

$8,337

   

$(7,529)

   

$(7,529)

   

SHANDONG HUAHONG ENERGY INVEST CO., INC.

 

China

 

Invest new energy business

 

USD

22,290

 

USD

22,290

 

-

 

50.00

 

717,718

   

(4,164)

   

(2,082)

   

LIST EARN ENTERPRISE INC.

 

Samoa

 

Investment holding

 

USD

309

 

USD

309

 

309

 

49.00

 

9,817

   

(231)

   

(113)

   

ALLIANCE OPTOTEK CORP.

 

Hsinchu County, Taiwan

 

Design and manufacturing of LED

   

176,373

   

122,459

 

6,657

 

45.88

 

68,918

   

(21,665)

   

(5,649)

   

YUNG LI INVESTMENTS, INC.

 

Taipei City, Taiwan

 

Investment holding

   

280,000

   

280,000

 

0.28

 

45.16

 

217,840

   

22,757

   

10,278

   

CTC CAPITAL PARTNERS I, L.P.

 

Cayman Islands

 

Investment holding

 

USD

4,500

 

USD

4,500

 

-

 

31.40

 

138,327

   

323

   

101

   

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

778,019

   

778,019

 

28,601

 

5.87

 

272,799

   

(458,792)

   

(26,915)

   

EXOJET TECHNOLOGY CORP.

 

Hsinchu County, Taiwan

 

Sales and manufacturing of Electronic Materials

   

8,125

   

8,125

 

1,250

 

4.34

 

10,668

   

(11,413)

   

(494)

   

TOPCELL SOLAR INTERNATIONAL CO., LTD.

 

Taoyuan County, Taiwan

 

Solar power cell manufacturing and sale

   

384,140

   

384,140

 

6,508

 

2.37

 

57,894

   

(612,316)

   

(14,542)

   

 

158


 
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of June 30, 2013)

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

                                                 

UNITRUTH INVESTMENT CORP.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

MOS ART PACK CORP.

 

Hsinchu City, Taiwan

 

IC Packaging

   

$98,690

   

$98,690

 

9,869

 

18.53

 

$60,524

 

 

$-

   

$-

 

Note

ALLIANCE OPTOTEK CORP.

 

Hsinchu County, Taiwan

 

Design and manufacturing of LED

   

39,130

   

34,316

 

996

 

6.86

 

10,308

   

(21,665)

   

(1,544)

   

EXOJET TECHNOLOGY CORP.

 

Hsinchu County, Taiwan

 

Sales and manufacturing of Electronic Materials

   

10,021

   

10,021

 

1,084

 

3.76

 

12,227

   

(11,413)

   

(428)

   

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

309,700

   

309,700

 

10,990

 

2.25

 

104,825

   

(458,792)

   

(10,342)

   

TOPCELL SOLAR INTERNATIONAL CO., LTD.

 

Taoyuan County, Taiwan

 

Solar power cell manufacturing and sale

   

165,272

   

165,272

 

2,815

 

1.03

 

23,198

   

(612,316)

   

(6,291)

   
                                                 

Note : On March 10, 2011, MOS ART PACK CORP. (MAP) reached the decesion of liquidation at it's stockholders' meeting. The Company had ceased to recognize investment income of MAP thereafter.

                                                 

SOARING CAPITAL CORP.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

UNITRUTH ADVISOR (SHANGHAI) CO., LTD.

 

China

 

Investment Holding and advisory

 

USD

800

 

USD

800

 

-

 

100.00

 

$5,517

   

$(7,618)

   

$(7,618)

   
                                                 

UMC CAPITAL CORP.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

UMC CAPITAL (USA)

 

Sunnyvale, California, USA

 

Investment holding

 

USD

200

 

USD

200

 

200

 

100.00

 

USD 478

 

USD

7

 

USD

7

   

ECP VITA PTE LTD.

 

Singapore

 

Insurance

 

USD

9,000

 

USD

9,000

 

9,000

 

100.00

 

USD 10,765 

 

USD

1,198

 

USD

1,198

   

ACHIEVE MADE INTERNATIONAL LTD.

 

British Virgin
Islands

 

Internet Content Provider

 

USD

11,035

 

USD

11,035

 

2,724

 

49.38

 

USD 4,721

 

USD

(1,576)

 

USD

(778)

   

UC FUND II

 

Cayman Islands

 

Investment holding

 

USD

0

 

USD

575

 

5,000

 

35.45

 

USD 132

 

USD

(134)

 

USD

(48)

   

TRANSLINK CAPITAL PARTNERS I L.P.

 

Cayman Islands

 

Investment holding

 

USD

3,427

 

USD

3,524

 

-

 

10.38

 

USD 3,716

 

USD

3,935

 

USD

409

   
                                                 

 

159


 
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of June 30, 2013)

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

                                                 

UMC NEW BUSINESS INVESTMENT CORP.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

TERA ENERGY DEVELOPMENT CO., LTD.

 

Hsinchu City, Taiwan

 

Energy Technical Services

   

$180,000

   

$180,000

 

18,000

 

100.00

 

$169,624

   

$(5,495)

   

$(5,417)

   

EVERRICH ENERGY CORPORATION

 

Hsinchu City, Taiwan

 

Solar engineering integrated design services

   

229,263

   

229,263

 

29,283

 

89.28

 

359,480

   

14,646

   

13,072

   

UNISTARS CORPORATION

 

Hsinchu County, Taiwan

 

High brightness LED packages

   

268,240

   

268,240

 

26,824

 

72.04

 

88,814

   

(47,987)

   

(34,570)

   

TOPCELL SOLAR INTERNATIONAL CO., LTD.

 

Taoyuan County, Taiwan

 

Solar power cell manufacturing and sale

   

3,404,527

   

2,054,527

 

170,931

 

62.38

 

1,052,423

   

(612,316)

   

(381,940)

   

UNITED LIGHTING OPTO-ELECTRONIC INC.

 

Hsinchu City, Taiwan

 

LED lighting manufacturing and sale

   

266,772

   

266,772

 

8,949

 

55.25

 

11,618

   

(1,583)

   

-

 

Note

UNITED LED CORPORATION HONG KONG LIMITED

 

Hongkong

 

Investment holding

 

USD

22,500

 

USD

22,500

 

22,500

 

45.00

 

433,623

   

36,421

   

16,390

   

LTI REENERGY CO., LTD.

 

Hsinchu City, Taiwan

 

Photovoltaic Inverter Sale

   

4,000

   

4,000

 

400

 

40.00

 

4,492

   

1,474

   

227

   

WINAICO IMMOBILIEN GMBH

 

Germany

 

Solar project

 

EUR

5,900

 

EUR

5,900

 

5,900

 

32.78

 

211,733

   

(12,809)

   

(9,394)

   
                                                 

Note: On June 19, 2012, UNITED LIGHTING OPTO-ELECTRONIC INC. has filed for liquidation through a decision at its stockholders’ meeting. The Company had ceased to recognize investment income of UNITED LIGHTING OPTO-ElECTRONIC INC. thereafter.

                                                 

EVERRICH ENERGY CORPORATION

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

EVERRICH ENERGY INVESTMENT (HK) LIMITED

 

Hongkong

 

Investment holding

 

USD

3,200

 

USD

3,200

 

3,200

 

100.00

 

$301,695

   

$13,600

   

$13,600

   

SMART ENERGY ENTERPRISES LIMITED

 

Hongkong

 

Investment holding

 

USD

235

 

USD

235

 

1,821

 

100.00

 

22,409

   

(384)

   

(384)

   
                                                 

EVERRICH ENERGY INVESTMENT (HK) LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

EVERRICH (SHAN DONG) ENERGY CO., LTD.

 

China

 

Solar engineering integrated design services

 

USD

3,100

 

USD

3,100

 

-

 

100.00

 

$299,139

   

$13,542

   

$13,542

   
                                                 

SMART ENERGY ENTERPRISES LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

SMART ENERGY SHANDONG CORPORATION

 

China

 

Solar engineering integrated design services

 

USD

200

 

USD

200

 

-

 

100.00

 

$21,031

   

$(404)

   

$(404)

   

 

160


 
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of June 30, 2013)

(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 June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

WAVETEK MICROELECTRONICS INVESTMENT (HK) LIMITED

 

Hongkong

 

Investment holding

 

USD

0

 

USD

0

 

0

 

100.00

 

$0

   

$-

   

$-

 

Note

                                                 

Note : WAVETEK MICROELECTRONICS CORPORATION has not yet invested in WAVETEK MICROELECTRONICS INVESTMENT (HK) LIMITED.

                                                 

TERA ENERGY DEVELOPMENT CO., LTD.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

TERA ENERGY USA INC.

 

USA

 

Solar project

   

$443

   

$354

 

0

 

100.00

 

$27

   

$(102)

   

$(102)

   

WINAICO SOLAR PROJEKT 1 GMBH

 

Germany

 

Solar project

 

EUR

1,120

 

EUR

1,120

 

1,120

 

50.00

 

45,046

   

(1,168)

   

(1,554)

   

WINAICO IMMOBILIEN GMBH

 

Germany

 

Solar project

 

EUR

2,160

 

EUR

2,160

 

2,160

 

12.00

 

79,124

   

(12,809)

   

(3,439)

   
                                                 

GREEN EARTH LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

DAIWA QUANTUM CAPITAL PARTNERS I, L.P.

 

Tokyo, Japan

 

Investment holding

 

USD

2,799

 

USD

2,778

 

-

 

12.50

 

$18,335

   

$(44,654)

   

$(5,582)

   
                                                 

NEXPOWER TECHNOLOGY CORPORATION

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

SOCIALNEX ITALIA 1 S.R.L.

 

Italy

 

Photovoltaic power plant

 

EUR

3,658

 

EUR

1,855

 

-

 

100.00

 

$135,770

   

$(4,424)

   

$(4,424)

   

NPT HOLDING LIMITED

 

Samoa

 

Investment holding

 

USD

0

 

USD

0

 

0

 

100.00

 

0

   

-

   

-

   

ASEPOWER 1 S.R.L.

 

Italy

 

Photovoltaic power plant

 

EUR

814

 

EUR

814

 

-

 

75.00

 

-

   

-

   

-

   
                                                 

 

161


 
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of June 30, 2013)

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

                                                 

NPT HOLDING LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

NLL HOLDING LIMITED

 

Samoa

 

Investment holding

 

USD

0

 

USD

0

 

0

 

100.00

 

$0

   

$-

   

$-

   
                                                 

UMC INVESTMENT (SAMOA) LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

UMC (BEIJING) LIMITED

 

China

 

Marketing support activities

 

USD

500

 

USD

500

 

-

 

100.00

 

$15,478

   

$99

   

$99

   
                                                 

BEST ELITE INTERNATIONAL LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

INFOSHINE TECHNOLOGY LIMITED

 

British Virgin Islands

 

Investment holding

 

USD

353,523

 

USD

353,523

 

-

 

100.00

 

USD 236,853

 

USD

16,815

 

USD

16,815

   
                                                 

INFOSHINE TECHNOLOGY LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

OAKWOOD ASSOCIATES LIMITED

 

British Virgin Islands

 

Investment holding

 

USD

354,000

 

USD

354,000

 

-

 

100.00

 

USD 236,376

 

USD

16,815

 

USD

16,815

   
                                                 

OAKWOOD ASSOCIATES LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

   
   

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

China

 

Integrated circuit manufacturing

 

USD

380,000

 

USD

380,000

 

-

 

100.00

 

USD 564,915

 

USD

16,802

 

USD

16,802

 
                                               

ALLIANCE OPTOTEK CORP.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

   
   

LIGHT HOUSE GLOBAL INCORPORATED

 

Samoa

 

Investment holding

 

USD

2,120

 

USD

2,120

 

2,120

 

100.00

 

$38,753

   

$(1,861)

   

$(1,861)

 

 

162


 
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of June 30, 2013)

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

                                                 

LIGHT HOUSE GLOBAL INCORPORATED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of June 30, 2013

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Book value

     
     

ALLIANCE OPTOTEK DONGGUAN CO., LTD

 

China

 

LED lighting manufacturing and sale

 

USD

2,100

 

USD

2,100

 

-

 

100.00

 

$38,234

   

$(1,878)

   

$(1,878)

   
                                                 

 

 

 

163


 
 

 

ATTACHMENT 11 (Investment in Mainland China as of June 30, 2013)

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

                                                               

UNITED MICROELECTRONICS CORPORATION

Investee company

 

Main Businesses and Products

 

Total Amount of
Paid-in Capital

 

Method of Investment
(Note 2)

 

Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2013

   

Investment Flows

 

Accumulated Outflow

of Investment from

Taiwan as of
June 30, 2013

 

Percentage

of Ownership

 

Investment income

 (loss) recognized
(Note 3)

 

Carrying Value as of
June 30, 2013

 

Accumulated Inward

Remittance of

Earnings as of
June 30, 2013

             
   

Outflow

 

Inflow

         

JIAOYUE SOFTWARE (SHANGHAI)

CO., LTD.

 

Computer software development

 


(USD

$44,895
1,500)

 

(ii)

 


(USD

$31,636
1,057)

   

$-

 

$-

 


(USD

$31,636
1,057)

 

(Note 5)

   

$-

   

$-

   

$-

TOUCH EQUIPMENT LEASING

 (SHANGHAI) CO., LTD. (Note 4)

 

Computer and peripheral equipment leasing

 


(USD

239,440
8,000)

 

(ii)

 


(USD

174,043
5,815)

   

-

 

-

 


(USD

174,043
5,815)

 

(Note 5)

   

-

   

-

   

-

CHU DONG MULTIMEDIA SOFTWARE

(SHANGHAI) CO., LTD.

 

Multimedia technology development

 


(USD

2,993
100)

 

(ii)

 


(USD

11,373
380)

   

-

 

-

 


(USD

11,373
380)

 

(Note 5)

   

-

   

-

   

-

CHU DONG MULTIMEDIA TECHNOLOGY

(SHANGHAI) CO., LTD.

 

Multimedia technology development

 


(USD

359,160
12,000)

 

(ii)

 


(USD

67,911
2,269)

   

-

 

-

 


(USD

67,911
2,269)

 

(Note 5)

   

-

   

-

   

-

RE BO CULTURE

 BROADCASTING LTD. (BEIJING)

 

TV program producingAdvertisement

Added value service

 


(USD

299,300
10,000)

 

(ii)

 


(USD

1,826
61)

   

-

 

-

 


(USD

1,826
61)

 

(Note 6)

   

(iii)

   

(Note 3iii) 

   

-

U-YOU INFORMATION TECHNOLOGY

(SHANGHAI) CO., LTD.

 

Commercial consult of TV shopping

Business market plans and business

 management consult, etc.

 


(USD

149,650
5,000)

 

(ii)

 


(USD

1,257
42)

   

-

 

-

 


(USD

1,257
42)

 

(Note 7)

   

(iii)

   

(Note 3iii) 

   

-

KU6 (BEIJING)

TECHNOLOGY CO., LTD.

 

Computer software and Computer system integrate,

and data processing, etc.

 


(USD

290,321
9,700)

 

(ii)

   

-

   

-

 

-

   

-

 

(Note 8)

   

-

   

-

   

-

UNITRUTH ADVISOR

(SHANGHAI) CO., LTD.

 

Investment Holding and advisory

 


(USD

23,944
800)

 

(i)

 


(USD

23,944
800)

   

-

 

-

 


(USD

23,944
800)

 

100.00%

   

(7,618)
(v)

   

5,517

   

-

MYMYTI NETWORK

TECHNOLOGY CO., LTD.

 

Computer system services

Commercial consult, etc.

 


(RMB

120,884
24,863)

 

(ii)

 


(USD

14,097
471)

   

-

 

-

 


(USD

14,097
471)

 

(Note 9)

   

(iii)

   

(Note 3iii)  

   

-

SHANGHAI NEW

KNOWLEDGE TRADING LTD.

 

Online Education Advisory services, etc.

 


(RMB

4,862
1,000)

 

(ii)

 


(USD

269
9)

   

-

 

-

 


(USD

269
9)

 

(Note 10)

   

(iii)

   

(Note 3iii) 

   

-

YANGZHOU SOLID STATE

LIGHTING CO., LTD.

 

Design and sale of LED

 


(USD

21,550
720)

 

(ii)

 


(USD

8,799
294)

   

-

 

-

 


(USD

8,799
294)

 

(Note 11)

   

(iii)

   

(Note 3iii) 

   

-

BEIJING TONGFANG

 E-COMMERCE CO., LTD.

 

E-Commerce Investment Advisory, etc.

 


(RMB

656,370
135,000)

 

(ii)

 


(USD

45,224
1,511)

   

-

 

-

 


(USD

45,224
1,511)

 

(Note 12)

   

(iii)

   

(Note 3iii) 

   

-

SHANDONG HUAHONG

ENERGY INVEST CO., INC.

 

Invest new energy business

 


(RMB

1,458,600
300,000)

 

(iii)

 


(USD

667,140
22,290)

   

-

 

-

 


(USD

667,140
22,290)

 

50.00%

   

(2,082)
(iv)

   

717,718

   

-

JINING SUNRICH SOLAR ENERGY CORP.

 

To construct, operate, and maintain Solar power plant

 


(RMB

1,312,740
270,000)

 

(iii)

   

-

   

(Note 13)

 

-

   

-

 

-

   

-

   

-

   

-

BEAUTY ESSENTIALS

 INTERNATIONAL LTD. (SHANGHAI)

 

Cosmetics import and export, wholesale, and retail

 


(USD

59,860
2,000)

 

(ii)

 


(USD

7,662
256)

   

-

 

-

 


(USD

7,662
256)

 

(Note 14)

   

-

   

-

   

-

                                                               

 

164


 
 

 

ATTACHMENT 11 (Investment in Mainland China as of June 30, 2013)

(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 2)

Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2013

Investment Flows

Accumulated Outflow

of Investment from

Taiwan as of
June 30, 2013

Percentage of Ownership

 

Investment income (loss) recognized
(Note 3)

 

Carrying Value as of
June 30, 2013

 

Accumulated Inward Remittance of Earnings as of
June 30, 2013

     

Outflow

Inflow

     

XUEREN NETWORK

(SHENZHEN) CO., LTD.

Engaged in the

network hardware and

software's technological development


(USD

$1,139,106
38,059)

(ii)


(USD

$119,720
4,000)

 

$-

$-


(USD

$119,720
4,000)

(Note 15)

   

$-

   

$-

 

$-

JOBMET LTD.

Online Job searching and maching


(USD

11,972
400)

(ii)


(USD

269
9)

 

-

-


(USD

269
9)

(Note 16)

   

(iii)

   

(Note 3iii) 

 

-

SHANGHAI WINKING

 ENTERTAINMENT LTD.

Development, design, and production of  computer software, sale of products, and  provide after-sales service and technical advice


(USD

239,440
8,000)

(ii)


(USD

40,914
1,367)

 

-

-


(USD

40,914
1,367)

(Note 17)

   

-

   

-

 

-

NANJING WINKING ENTERTAINMENT LTD.

Development, design, and production of computer software, sale of products, and provide after-sales

 service and technical advice


(USD

61,357
2,050)

(ii)


(USD

18,946
633)

 

-

-


(USD

18,946
633)

(Note 17)

   

-

   

-

 

-

YOUJIA (SHANGHAI) NETWORK

TECHNOLOGY COMPANY LTD.

Development of network technology and computer software


(USD

89,790
3,000)

(ii)


(USD

44,895
1,500)

 

-

-


(USD

44,895
1,500)

(Note 18)

   

-

   

-

 

-

RI TENG COMPUTER ACCESSORY

(SHANGHAI) CO., LTD.

Manufacturing and selling electronic

 components


(USD

4,639,120
154,999)

(ii)

 

46,080

 

-

-

 

46,080

(Note 19)

   

-

   

-

 

-

RI-PRO PRECISION MODEL

 (SHANGHAI) CO., LTD.

Manufacturing and selling electronic components


(USD

89,790
3,000)

(ii)

 

646

 

-

-

 

646

(Note 19)

   

-

   

-

 

-

SHENG-RUI ELECTRONIC

TECHNOLOGY (SHANGHAI) LTD.

Manufacturing and selling electronic  components


(USD

299,300
10,000)

(ii)

 

1,850

 

-

-

 

1,850

(Note 19)

   

-

   

-

 

-

RI MING (SHANGHAI) CO., LTD.

Manufacturing and selling electronic  components


(USD

838,040
28,000)

(ii)

 

5,110

 

-

-

 

5,110

(Note 19)

   

-

   

-

 

-

AVY PRECISION

 ELECTROPLATING (SUZHOU) CO., LTD.

Manufacturing and selling electronic components


(USD

1,616,220
54,000)

(ii)

 

6,314

 

-

-

 

6,314

(Note 19)

   

-

   

-

 

-

BEIJING ADWO

TECHNOLOGY LTD.

In-app mobile Advertising


(USD

71,832
2,400)

(ii)


(USD

44,895
1,500)

 

-

-


(USD

44,895
1,500)

(Note 20)

   

-

   

-

 

-

NEWTECH TEXTILE

TECHNOLOGY DEVELOPMENT

 (SHANGHAI) CO., LTD.

Development of cool transfer printing technology,

 and manufacture and sale of cool transfer printing

equipment and related consumable materials.


(USD

598,600
20,000)

(ii)


(USD

209,510
7,000)

 

-

-


(USD

209,510
7,000)

(Note 21)

   

-

   

-

 

-

IMO NETWORK

TECHNOLOGY CO., LTD.

Development of Enterprise

Instant Messaging platform.


(USD

270,837
9,049)

(ii)

 

-


(USD

89,790
3,000)

-


(USD

89,790
3,000)

(Note 22)

   

-

   

-

 

-

MONTAGE SEMICONDUCTOR

(SHANGHAI) CO., LTD.

Integrated circuit design


(USD

29,930
1,000)

(ii)

 

-


(USD

6,914
231)

-


(USD

6,914
231)

(Note 23)

   

-

   

-

 

-

MONTAGE TECHNOLOGY

(SHANGHAI) CO., LTD.

Integrated circuit design


(USD

299,300
10,000)

(ii)

 

-


(USD

177,335
5,925)

-


(USD

177,335
5,925)

(Note 23)

   

-

   

-

 

-

EVERRICH (SHANDONG)

ENERGY CO., LTD.

Solar engineering integrated design services


(USD

92,783
3,100)

(i)


(USD

92,783
3,100)

 

-

-


(USD

92,783
3,100)

89.28%

   

12,094
(v)

   

267,059

 

-

UNITED LED CORPORATION

Research, manufacturing and sales in  LED epitaxial wafers and chips


(USD

1,346,850
45,000)

(i)


(USD

606,083
20,250)

 

-

-


(USD

606,083
20,250)

45.00%

 


(USD

18,886
631)
(iv)

 


(USD

412,076
13,768)

 

-

SMART ENERGY SHANDONG

CORPORATION

Solar engineering integrated design services


(USD

5,986
200)

(i)


(USD

5,986
200)

 

-

-


(USD

5,986
200)

89.28%

   

(361)
(v)

   

18,776

 


(USD

9,578
320)

WAVETEK MICROELECTRONICS

(SHANDONG) LIMITED

Compound semiconductor chips manufacturing

 

(Note 24)

(i)

 

-

 

-

-

 

-

-

   

-

   

-

 

-

NEXPOWER (SHANDONG)

 ENERGY CO., LTD

Sales and manufacturing of photovoltaic batteries and photovoltaic modules


(USD

404,055
13,500)

(i)


(USD

404,055
13,500)

 

-

185,267
(USD 6,190)


(USD

218,788
7,310)

-

   

-

   

-

 

-

                                         

 

165


 
 

ATTACHMENT 11 (Investment in Mainland China as of June 30, 2013)

(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 2)

Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2013

Investment Flows

Accumulated Outflow of Investment from Taiwan as of
June 30, 2013

Percentage of Ownership

Investment income (loss) recognized
(Note 3)

Carrying Value as of
June 30, 2013

Accumulated Inward Remittance of Earnings as of
June 30, 2013

Outflow

Inflow

ALLIANCE OPTOTEK DONGGUAN CO., LTD

LED lighting manufacturing and sale


(USD

$62,853
2,100)

(i)


(USD

$62,853
2,100)

 

$-

$-


(USD

$62,853
2,100)

74.51%

$(152)
(v)

 

$28,612

$-

UNIMICRON TECHNOLOGY (SUZHOU) CORP.

PCB production


(RMB

3,247,291
667,892)

(ii)


(USD

598,600
20,000)

 

-

-


(USD

598,600
20,000)

21.93%

1,738
(i)


(USD

769,620
25,714)

-

PARADE TECHNOLOGIES (SHANGHAI) CO., LTD.

Integrated circuit design


(USD

38,909
1,300)

(ii)


(USD

5,747
192)

 

-

(Note 25)


(USD

5,747
192)

(Note 26)

(ii)

 

(Note 3ii)  

-

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

Sales and manufacturing of integrated circuits


(USD

11,373,400
380,000)

(ii)


(USD

2,336,486
78,065)


(USD

4,699,728
157,024)

-


(USD

7,036,214
235,089)

86.88%
(Note 27)

476,525
(iv)

14,690,251

-

UMC (BEIJING) LIMITED

Marketing support activities


(USD

14,965
500)

(ii)


(USD

14,965
500)

 

-

-


(USD

14,965
500)

100.00%
(Note 28)

99
(v)

15,478

-

                                   

Accumulated Investment in Mainland China as of
June 30, 2013

Investment Amounts Authorized by Investment Commission, MOEA

Upper Limit on Investment

             
             
             

$10,510,388
(USD 349,161)

 

$13,159,712
(USD 439,683)

 

$123,143,262

             

166


 
 

 

Note 1 :

 

Initial investment amounts denominated in foreign currencies are translated into New Taiwan Dollars using the spot rates at the financial report date.

Note 2 :

 

The methods for engaging in investment in Mainland China include the following:

   

(i) Investment in Mainland China companies through a company invested and established in a third region.

   

(ii) Investment in Mainland China companies through an existing company established in a third region.

   

(iii) Direct investment in Mainland China companies.

Note 3 :

 

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

   

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

   

(ii) The equity in the earnings and carrying value are not available because the company's subsidiary's investment in the Mainland China was made indirectly through a cost method investee established in the third region.

   

(iii) The equity in the earnings and carrying value are not available because the investment in the Mainland China via investing in established in the third region by its investment of the company's subsidiary's investee under equity method.

   

(iv) The financial statements certificated by the CPA of the parent company in Taiwan.

   

(v) Others.

Note 4 :

 

TOUCH TECHNOLOGY DEVELOPMENT (SHANGHAI) CO., LTD. changed its name to TOUCH EQUIPMENT LEASING (SHANGHAI) CO., LTD., and it was approved by the competent authority.

Note 5 :

 

TLC CAPITAL CO., LTD. (TLC) indirectly invests in Mainland China via investing in CAPTIVATED ADVERTISING TV COMPANY LIMITED (CAPTIVATED) by its investee company,

   

TOUCH MEDIA INTERNATIONAL HOLDINGS (TOUCH MEDIA).

   

Due to TLC only holds preferred shares on TOUCH MEDIA, TLC does not have significant influence for the investments that CAPTIVATED made in Mainland China.

Note 6 :

 

TLC indirectly invests in Mainland China via investing in ZEBRA MEDIA INC. (CAYMAN) (ZEBRA) by its investee company, CTC CAPITAL PARTNERS I, L.P. (CAYMAN) (CTC).

   

Due to TLC indirectly invests in RE BO CULTURE BROADCASTING LTD. (BEIJING) (RE BO), TLC does not have significant influence on RE BO.

Note 7 :

 

TLC indirectly invests in U-YOU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. (U-YOU) via investing in CTC.

   

Due to TLC indirectly invests in U-YOU, TLC does not have significant influence on U-YOU.

Note 8 :

 

KU6 HOLDING LTD. (KU6), an cost method investee of the company's subsidiary TLC, was merged into HURRAY! HOLDING CO., LTD. (HURRAY!) on Jan 18, 2010. After the merge, TLC's investment in KU6 was exchanged to HURRAY! ADSs.

   

And On August 17, 2010 HURRAY! HOLDING CO., LTD. has changed its name to KU6 MEDIA CO., LTD.(KU6 MEDIA).

   

For the investment in Mainland China made indirectly by TLC through KU6 MEDIA before the merge, TLC does not have the evidence whether KU6 MEDIA still has such investment in Mainland China after the merge.

Note 9 :

 

TLC indirectly invests in MYMYTI NETWORK TECHNOLOGY CO., LTD. (MYMYTI) via investing in CTC. Due to TLC indirectly invests in MYMYTI, TLC does not have significant influence on MYMYTI.

Note 10 :

TLC indirectly invests in SHANGHAI NEW KNOWLEDGE TRADING LTD. (NEW KNOWLEDGE) via investing in CTC. Due to TLC indirectly invests in NEW KNOWLEDGE, TLC does not have significant influence on NEW KNOWLEDGE.

Note 11 :

TLC indirectly invests in YANGZHOU SOLID STATE LIGHTING CO., LTD (YANGZHOU SOLID STATE) via investing in LIST EARN ENTERPRISE INC.. Due to TLC indirectly invests in YANGZHOU SOLID STATE, TLC does

   

not have significant influence on YANGZHOU SOLID STATE.

Note 12 :

TLC indirectly invests in BEIJING TONGFANG E-COMMERCE CO., LTD. (BEIJING TONGFANG) via investing in CTC. Due to TLC indirectly invests in BEIJING TONGFANG, TLC does not have significant influence on BEIJING TONGFANG.

Note 13 :

TLC indirectly invest Mainland China company JINING SUNRICH SOLAR ENERGY CORP. amounted US$20,125 thousand through injecting capital to SHANDONG HUAHONG ENERGY INVEST CO., INC.(SHANDONG HUAHONG).

Note 14 :

TLC indirectly invests in BEAUTY ESSENTIALS INTERNATIONAL LTD. (SHANGHAI) (BEAUTY(SHANGHAI)) via investing in BEAUTY ESSENTIALS INTERNATIONAL LTD..

   

Due to TLC indirectly invests in BEAUTY(SHANGHAI), TLC does not have significant influence on BEAUTY(SHANGHAI).

Note 15 :

TLC indirectly invests in XUEREN NETWORK (SHENZHEN) CO., LTD. (XUEREN) via investing in YETI GROUP LTD..

   

Due to TLC indirectly invests in XUEREN, TLC does not have significant influence on XUEREN.

Note 16 :

TLC indirectly invests in JOBMET LTD. (JOBMET) via investing in CTC. Due to TLC indirectly invests in JOBMET, TLC does not have significant influence on JOBMET.

Note 17 :

TLC indirectly invests in SHANGHAI WINKING ENTERTAINMENT LTD. and NANJING WINKING ENTERTAINMENT LTD. via investing in WINKING ENTERTAINMENT LTD.. Due to TLC indirectly invests in

   

SHANGHAI WINKING ENTERTAINMENT LTD. and NANJING WINKING ENTERTAINMENT LTD. TLC does not have significant influence on SHANGHAI WINKING ENTERTAINMENT LTD. and NANJING WINKING ENTERTAINMENT LTD..

     

 

167


 
 

 

Note 18 :

 

TLC indirectly invests in YOUJIA (SHANGHAI) NETWORK TECHNOLOGY COMPANY LTD.(YOUJIA (SHANGHAI)) via investing in YOUJIA GROUP LTD.

 

Due to TLC indirectly invests in YOUJIA (SHANGHAI), TLC does not have significant influence on YOUJIA (SHANGHAI).

Note 19 :

TLC indirectly invests in RI TENG COMPUTER ACCESSORY (SHANGHAI) CO., LTD.RI-PRO PRECISION MODEL (SHANGHAI) CO.,LTD.SHENG-RUI ELECTRONIC TECHNOLOGY (SHANGHAI) LTD.RI MING (SHANGHAI) CO., LTD.、 

 

AVY PRECISION ELECTROPLATING (SUZHOU) CO., LTD. via investing in CASETEK HOLDINGS LIMITED(CAYMAN) have been made in the Investment Commission, MOEA and approved US$2,043 thousand.

 

Due to TLC indirectly invests in RI TENG COMPUTER ACCESSORY (SHANGHAI) CO., LTD.RI-PRO PRECISION MODEL (SHANGHAI) CO., LTD.SHENG-RUI ELECTRONIC TECHNOLOGY (SHANGHAI) LTD.RI MING (SHANGHAI) CO., LTD.、 

 

AVY PRECISION ELECTROPLATING (SUZHOU) CO., LTD., TLC does not have significant influence on RI TENG COMPUTER ACCESSORY (SHANGHAI) CO., LTD.RI-PRO PRECISION MODEL(SHANGHAI)CO.,LTD.、 

 

SHENG-RUI ELECTRONIC TECHNOLOGY (SHANGHAI) LTD.RI MING (SHANGHAI) CO., LTD.AVY PRECISION ELECTROPLATING (SUZHOU) CO., LTD..

Note 20 :

TLC indirectly invests in BEIJING ADWO TECHNOLOGY LTD. via investing in ADWO MEDIA HOLDING LIMITED(CAYMAN). Due to TLC indirectly invests in BEIJING ADWO TECHNOLOGY LTD., TLC does not have significant influence on

 

BEIJING ADWO TECHNOLOGY LTD..

Note 21 :

TLC indirectly invests in NEWTECH TEXTILE TECHNOLOGY DEVELOPMENT(SHANGHAI) CO., LTD. via investing in COOLTRANS INTERNATIONAL INC. Due to TLC indirectly invests in NEWTECH TEXTILE TECHNOLOGY DEVELOPMENT (SHANGHAI) CO., LTD.,

 

TLC does not have significant influence on NEWTECH TEXTILE TECHNOLOGY DEVELOPMENT (SHANGHAI) CO., LTD..

Note 22 :

TLC indirectly invests in IMO NETWORK TECHNOLOGY CO., LTD. via investing in IMO, INC.. Due to TLC indirectly invests in IMO NETWORK TECHNOLOGY CO., LTD., TLC does not have significant influence on IMO NETWORK TECHNOLOGY CO., LTD..

Note 23 :

TLC indirectly invests in MONTAGE SEMICONDUCTOR (SHANGHAI) CO., LTD. and MONTAGE TECHNOLOGY (SHANGHAI) CO., LTD. via investing in MONTAGE TECHNOLOGY GROUP LTD.. Due to TLC indirectly invests in

 

MONTAGE SEMICONDUCTOR (SHANGHAI) CO., LTD. and MONTAGE TECHNOLOGY (SHANGHAI) CO., LTD.. TLC does not have significant influence on MONTAGE SEMICONDUCTOR (SHANGHAI) CO., LTD. and MONTAGE TECHNOLOGY (SHANGHAI) CO., LTD..

Note 24 :

The investment Commission, MOEA, has approved US$9,000 thousand to invest in WAVETEK MICROELECTRONICS (SHANDONG) LIMITED. However, the company has not yet been established,

 

the amount of investment has not yet been remitted as of June 30, 2013.

Note 25:

The Company filed an application with the Investment Commission of the Ministry of Economic Affairs in accordance with Ref. No. Jing-Shen-Er-Zi-10100334030, 10100540560, 10200143060, and 10200223660, in which UMC CAPITAL CORPORATION has disposed 2,739,000 shares

 

of PARADE TECHNOLOGIES (SHANGHAI) CO., LTD.. According to the requirement of relevant regulations and Investment Commission, MOEA, the amount of disposal can only be deducted from the investment quota after the

 

cash is received from disposal and transferred back from Mainland China.

Note 26:

UMC indirectly invests in Mainland China via investing in UMC CAPITAL CORP. by its investee company, PARADE TECHNOLOGIES, LTD. (CAYMAN) (PARADE(CAYMAN)).

 

Due to UMC CAPITAL CORP. only holds preferred shares on (PARADE(CAYMAN)), UMC does not have significant influence for the investments that (PARADE(CAYMAN)) made in Mainland China.

Note 27:

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

 

approved to invest US$217,572 thousand in BEST ELITE's preferred stock, invest US$91,984 thousand in BEST ELITE's common stock. As of June 30, 2013, the amount of investment has been remitted.

Note 28 :

UMC (BEIJING) LIMITED have been made in the Investment Commission, MOEA and approved US$3,000 thousand. As of June 30, 2013, the amount of investment US$2,500 thousand has not yet been remitted.

 

168